SchoolMessenger ASP Plus Terms of Service

1. Product. SchoolMessenger will provide Customer with an online communications application, SchoolMessenger ASP Plus (the "Service") and any new features that augment or enhance the current communications application. SchoolMessenger shall host the Service and may update the content, functionality, and user interface of the Service from time to time in its sole discretion and in accordance with this Agreement.

2. License Grant.Subject to the terms and conditions of this Agreement, SchoolMessenger grants Customer during the Term of this Agreement the non-exclusive, non-transferable (except in connection with an assignment under Section 12 herein) and terminable license to use the Service and to display content solely for Customer’s internal business operations, provided such operations shall not include service bureau use, outsourcing, renting, or time-sharing the Service. Customer acknowledges and agrees that the license granted herein is not a concurrent user license and that the rights granted to Customer are provided to Customer on the condition that Customer does not (and does not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Service or any part thereof or otherwise attempt to discover any source code, modify the Service in any manner or form, or use unauthorized modified versions of the Service, including (without limitation) for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Service. Customer is expressly prohibited from sublicensing use of the Service to any third parties. Customer acknowledges and agrees that SchoolMessenger shall own all rights, title and interest in and to all intellectual property rights in the Service. Except as provided in this Agreement, the license granted to Customer does not convey any rights in the Service, express or implied, or ownership in the Service or any intellectual property rights thereto. Any rights not expressly granted herein are reserved by SchoolMessenger.

3. License From Customer.Subject to the terms and conditions of this Agreement, Customer grants SchoolMessenger the nonexclusive non-transferable (except in connection with an assignment under Section 12 herein) license to copy, store, record, transmit, maintain, display, view, print, or otherwise use Customer Data to the extent necessary to provide the Service to Customer. Customer agrees that the license to Customer Data shall survive the termination of this Agreement for one year, solely for the purpose of storing backup Customer Data at an offsite storage facility.

4. License Term, Fee and Payment.

The initial term of this Agreement is for Contract Term purchased by the Customer from the Start Date to the End Date ("Initial Term" which shall include extension thereof as provided by any subsequent agreement of the parties).

After the Initial Term, this Agreement shall be automatically renewed for successive one year periods ("Renewal Term"), unless Customer provides SchoolMessenger with notice of intent not to renew the Agreement by the End Date (or the end of any Renewal Term). Such notice shall be sent to billing@schoolmessenger.com.

After the initial term and except as provided under the above noted renewal option, SchoolMessenger reserves the right to change the amount of the fee for the Service to list prices generally applicable to other customers at the start of each Renewal Term. Any late payments shall be subject to a service charge equal to 1.5% of the amount due (calculated on a monthly basis) or the maximum amount allowed by law, whichever is less. In the event that SchoolMessenger incurs any costs (including reasonable attorney’s fees) for efforts in collecting overdue fees from Customer, Customer agrees to pay such costs. Customer further agrees to pay all foreign, federal, state, and local taxes, if applicable, to Customer’s access to, use, or receipt of the Service.

5. Terms of Service.Customer acknowledges and agrees to the following terms of service. In addition, Customer agrees that unless explicitly stated otherwise, any new features that augment or enhance the Service, and/or any new service(s) subsequently purchased by the Customer will be subject to this Agreement.

5.1. Customer Must Have Internet Access.In order to use the Service, Customer must have or must obtain access to the World Wide Web, either directly or through devices that access Web-based content. Customer must also provide all equipment necessary to make such (and maintain such) connection to the World Wide Web.

5.2. Email And Notices. Customer agrees to provide SchoolMessenger with Customer’s e-mail address, to promptly provide SchoolMessenger with any changes to Customer’s e-mail address, and to accept emails (or other electronic communications) from SchoolMessenger at the e-mail address Customer specifies. Customer further agrees that SchoolMessenger may provide any and all notices, statements, and other communications to Customer through either e-mail, posting on the Service (or other electronic transmission) or by mail or express delivery service.

5.3. Passwords, Access, And Notification.Customer acknowledges and agrees that Customer is prohibited from sharing passwords and/or user names with unauthorized users. Customer will be responsible for the confidentiality and use of Customer’s (including its employees’) passwords and user names. Customer will also be responsible for all Electronic Communications, including those containing business information, account registration, account holder information, financial information, Customer Data, and all other data of any kind contained within emails or otherwise entered electronically through the Service or under Customer’s account. SchoolMessenger will act as though any Electronic Communications it receives under Customer’s passwords, user name, and/or account number will have been sent by Customer. Customer agrees to immediately notify SchoolMessenger if Customer becomes aware of any loss or theft or unauthorized use of any of Customer’s passwords, user names, and/or account number.

5.4. Customer’s Lawful Conduct.The Service allows Customer to send Electronic Communications directly to its constituents, to its employees, to third-parties and to SchoolMessenger. Customer agrees to comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and conventions in connection with its use of the Service, including without limitation those related to privacy, electronic communications, and anti-spam legislation. Customer will not send any Electronic Communications from the Service that are unlawful, harassing, libelous, defamatory, or threatening. Except as permitted by this Agreement, no part of the Service may be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means. Customer agrees not to access the Service by any means other than through the interfaces that are provided by SchoolMessenger. Customer shall not license, rent, sell, lease, transfer, assign, distribute, display, host, outsource, disclose, or otherwise commercially exploit or make the Service available to any third party other than an authorized user, including but not limited to, creating Internet Links to the Service which include log-in information, including but not limited to, user names, passwords, secure cookies, and/or "mirroring" or "framing" any part of the Service. Customer will not upload, post, reproduce or distribute any information, software or other material protected by copyright or any other intellectual property right (including rights of publicity and privacy) without first obtaining the permission of the owner of such rights. Customer will not in any way express or imply that any opinions contained in Customer’s Electronic Communications are endorsed by SchoolMessenger. Customer will ensure that any use of the Service by Customer’s employees (or users) is in accordance with the terms and conditions of this Agreement.

5.5. Third-Party Software.Customer agrees to use software produced by third parties, including, but not limited to, "browser" software that supports a data security protocol compatible with the protocol used by SchoolMessenger. Until notified otherwise by SchoolMessenger, Customer agrees to use software that supports the Secure Socket Layer (SSL) protocol or other protocols accepted by SchoolMessenger and to follow logon procedures for services that support such protocols. Customer acknowledges that SchoolMessenger is not responsible for notifying Customer of any upgrades, fixes or enhancements to any such software or for any compromise of data transmitted across computer networks not owned or operated by SchoolMessenger or telecommunications facilities, including, but not limited to, the Internet.

5.6. Transmission Of Data.Customer understands that the technical processing and transmission of Customer’s Electronic Communications is fundamentally necessary to Customer’s use of the Service. Customer expressly consents to SchoolMessenger’s interception and storage of Electronic Communications and/or Customer Data, and Customer acknowledges and understands that Customer’s Electronic Communications will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by SchoolMessenger. Customer acknowledges and understands that changes to Customer’s Electronic Communications may occur in order to conform and adapt such data to the technical requirements of connecting networks or devices. Customer further acknowledges and understands that Electronic Communications may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone, or other electronic means. Customer agrees that SchoolMessenger is not responsible for any Electronic Communications and/or Customer Data which are lost, altered, intercepted or stored without authorization during the transmission of any data whatsoever across networks not owned and/or operated by SchoolMessenger.

5.7. SchoolMessenger’s Support.SchoolMessenger will make commercially reasonable efforts to promote Customer’s successful utilization of the Service, including but not limited to providing Customer with User Guides, online help, as well as optional and "for fee" training classes. SchoolMessenger also offers Customer Support and Professional Services consultation. Customer acknowledges that SchoolMessenger has extensive experience helping Customers improve utilization and realization of benefits of the Service, and that not following the advice of SchoolMessenger in these areas may substantially undermine Customer’s successful utilization of the Service.

5.8. Proprietary Rights.Customer acknowledges and agrees that the Service and any necessary software used in connection with the Service contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Customer further acknowledges and agrees that content or information presented to Customer through the Service or by advertisers may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.

5.9. Trademark Information. SchoolMessenger®, the SchoolMessenger logo, and other SchoolMessenger service marks, logos and product and service names are marks of SchoolMessenger (the "SchoolMessenger Marks"). Customer agrees not to display or use the SchoolMessenger Marks in any manner without the owner's express prior written permission.

5.10. Confidential Information.For purposes of this Agreement, confidential information shall include the terms of this Agreement, Customer Data, and any information that is clearly identified in writing at the time of disclosure as confidential ("Confidential Information"). Each party agrees: (a) to keep confidential all Confidential Information disclosed to it by the other party or by a third-party; (b) not to use the Confidential Information of the other party except to the extent necessary to perform its obligations hereunder; and (c) to protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information). SchoolMessenger will restrict its employees’ access to Customer’s Confidential Information to only those employees necessary to successfully provide the Service. SchoolMessenger may disclose Confidential Information on a need-to-know basis to its contractors who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services for SchoolMessenger in connection with the performance of this Agreement. Confidential Information shall not include information which: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the recipient, subsequent to disclosure by the disclosing party; or (4) the recipient becomes aware of from a third party not bound by nondisclosure obligations to the disclosing party and with the lawful right to disclose such information to the recipient. This Section 5.12 will not be construed to prohibit the disclosure of Confidential Information to the extent that such disclosure is required by law or order of a court or other governmental authority. The parties agree to give the other party prompt notice of the receipt of any subpoena or other similar request for such disclosure. With respect to any information received by either party from the other as a result of any other relationship between the parties other than as licensor and licensee under this Agreement (i.e., business development, partnership, alliance, etc.), the parties will abide by the terms and conditions of any Nondisclosure Agreement (or similar agreement) executed between the parties.

5.11. Provisioning Of Account. After execution of this Agreement, and subsequent to the time that Customer is provided a user name and password for the purpose of provisioning Customer’s account, Customer will be required to agree to a "click wrap" agreement pertaining to "Terms of Service" before Customer can begin use of the Service. SchoolMessenger hereby expressly agrees that to the extent that such click wrap Terms of Service differ from the terms of this Agreement, that the verbiage of this Agreement exclusively controls the obligations of the parties.

6. Suspension/Termination.

6.1 Suspension For Delinquent Account.SchoolMessenger reserves the right to suspend Customer’s access and/or use of the Service for any accounts for which any payment is due but unpaid but only after SchoolMessenger has provided Customer three (3) notices over no less than a thirty (30) day period. Customer agrees that SchoolMessenger shall not be liable to Customer or to any third party for any suspension of the Service resulting from Customer’s nonpayment of fees as described in this Section 6.1.

6.2 Suspension For Ongoing Harm. Customer agrees that SchoolMessenger may with reasonably contemporaneous telephonic notice to Customer suspend Customer’s access to the Service if SchoolMessenger reasonably concludes that Customer use of the Service is causing immediate and ongoing harm to SchoolMessenger or others. In the extraordinary event that SchoolMessenger suspends Customer’s access to the Service, SchoolMessenger will use commercially reasonable efforts to resolve the issues causing the suspension of Service. Customer agrees that SchoolMessenger shall not be liable to Customer or to any third party for any suspension of the Service under such circumstances as described in this Section 6.2.

6.3 In The Event of Breach.Either party may terminate this Agreement upon thirty (30) days written notice to the other party in the event of a breach of any provision of this Agreement by the other party, provided that, during the thirty (30) day period, the breaching party fails to cure such breach. Upon termination or expiration of this Agreement, Customer shall have no rights to continue use of the Service. If this Agreement is terminated as a result of a breach on SchoolMessenger’s part, SchoolMessenger shall refund the pro rata portion of any fee that may have been paid by Customer for the portion of the Service not furnished to Customer.

6.4 Handling Of Customer Data In The Event Of Termination.Customer acknowledges and agrees that following termination of Customer’s account and/or use of the Service, SchoolMessenger may immediately deactivate Customer’s account and that following a reasonable period of not less than 90 days shall be able to delete Customer’s account and related Customer Data. However, in the event that Customer’s Service with SchoolMessenger terminates, SchoolMessenger will grant Customer temporary, limited access to the Service for the sole purpose of permitting Customer to retrieve lawful Customer Data, provided that Customer has paid in full all good faith undisputed amounts owed to SchoolMessenger. Customer further agrees that SchoolMessenger shall not be liable to Customer or to any third party for any termination of Customer access to the Service or deletion of Customer Data, provided that SchoolMessenger is in compliance with the terms of this Section 6.4.

7. Modification To Or Discontinuation Of The Service.SchoolMessenger reserves the right at any time and from time to time to modify, temporarily or permanently, the Service (or any part thereof). In the event that SchoolMessenger modifies the Service in a manner which removes or disables a feature or functionality on which Customer materially relies, SchoolMessenger, at Customer’s request, shall use commercially reasonable efforts to substantially restore such functionality to Customer. In the event that SchoolMessenger is unable to substantially restore such functionality, Customer shall have the right to terminate the Agreement and receive a pro-rata refund of the license fees paid under the Agreement for use of the Service which was paid for by Customer but not yet furnished by SchoolMessenger as of the date of such termination. Customer acknowledges that SchoolMessenger reserves the right to discontinue offering the Service at the conclusion of Customer’s then current Term. Customer agrees that SchoolMessenger shall not be liable to Customer or to any third party for any modification of the Service as described in this Section 7.

8. Warranties

8.1. Warranty Of Functionality.SchoolMessenger warrants to Customer during the Term of this Agreement that the Service will achieve in all material respects the functionality described in the User Guides and in other related documentation and that such functionality will be maintained in all material respects in subsequent upgrades to the Service. SchoolMessenger does not warrant that the Service will be error-free. Customer’s sole and exclusive remedy for SchoolMessenger’s breach of this warranty shall be that SchoolMessenger shall be required to use commercially reasonable efforts to modify the Service to achieve in all material respects the functionality described in the User Guides and other related documentation and if SchoolMessenger is unable to restore such functionality Customer shall be entitled to terminate the Agreement and shall be entitled to receive a pro-rata refund of the license fees paid for under the Agreement for its use of the Service but which use has not yet been furnished by SchoolMessenger as of the date of such termination. SchoolMessenger shall have no obligation with respect to a warranty claim unless notified of such claim within sixty (60) days of the first instance of any material functionality problem, and such notice must be sent to billing@schoolmessenger.com.

8.2. Service Level Warranty.During the Term of this Agreement SchoolMessenger warrants that it will use commercially reasonable efforts to maintain uninterrupted service. This agreement does not warrant Customer against interruptions in the Service. If the Customer and SchoolMessenger have entered into a separate service level agreement the terms of said agreement shall supersede any terms specified in this Section 8.2. In the event that SchoolMessenger in its sole discretion determines that any unscheduled maintenance is necessary, SchoolMessenger will use commercially reasonable efforts to notify Customer. In the event that SchoolMessenger fails to meet agreed service levels, Customer’s sole and exclusive remedy will be a service credit to Customer’s account equal in value to any requested services not meeting the terms of said Customer’s agreement. Any credit is expressly conditioned upon Customer providing SchoolMessenger written notice of such failure sent to billing@schoolmessenger.com by the tenth calendar day following such service level failure.

8.3. Security, Data Maintenance And Backup Warranty. SchoolMessenger warrants that during the Term of this Agreement that SchoolMessenger will use commercially reasonable efforts to ensure that Customer’s Data will be safeguarded and maintained accurately. SchoolMessenger also warrants that it will, at a minimum, utilize and maintain security and backup procedures to protect Customer Data. In the event of a breach of this provision, SchoolMessenger will use commercially reasonable efforts to correct the Customer’s Data or restore the Customer’s Data within three (3) business days. In the event SchoolMessenger is unable to correct or restore Customer’s Data as provided in this Section 8.3, Customer’s sole and exclusive remedy shall be it may at its option terminate the Agreement and receive a pro-rata refund of the license fees paid for under the Agreement for its use of the Service but which use has not yet been furnished by SchoolMessenger as of the date of such termination.

8.4. Non-Infringement Warranty. SchoolMessenger warrants that it is the sole owner and has full power and authority to grant the license and use of the Service and other rights granted by the Agreement to Customer with respect to the Service and that neither the performance by Customer in its utilization of the Service, nor the license of and authorized use by Customer of the Service as described herein will in any way constitute an infringement or other violation of any copyright, trade secret, trademark, patent, invention, proprietary information, non-disclosure, or other rights of any third party.

8.5. Other Warranty. SchoolMessenger warrants that the Service shall be free of viruses, Trojan horses, worms, spyware, or other malicious code or components.

9. Disclaimer Of Warranties.EXCEPT AS STATED IN SECTION 8 ABOVE, SCHOOLMESSENGER DOES NOT REPRESENT THAT CUSTOMER’S USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR THAT ALL ERRORS IN THE SERVICE AND/OR DOCUMENTATION WILL BE CORRECTED OR THAT THE SYSTEM THAT MAKES THE SERVICE AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE WARRANTIES STATED IN SECTION 8 ABOVE ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY SCHOOLMESSENGER. THERE ARE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS STATED IN SECTION 8 ABOVE, THE SERVICE IS PROVIDED TO CUSTOMER ON AN "AS IS" AND "AS AVAILABLE" BASIS. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICE IS SUFFICIENT FOR CUSTOMER’S PURPOSES.

10.Limitations Of Liability. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE CONSIDERATION WHICH SCHOOLMESSENGER IS CHARGING HEREUNDER DOES NOT INCLUDE CONSIDERATION FOR ASSUMPTION BY SCHOOLMESSENGER OF THE RISK OF CUSTOMER’S INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANYONE FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF CUSTOMER DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE), ARISING FROM BREACH OF WARRANTY OR BREACH OF CONTRACT, OR NEGLIGENCE, OR ANY OTHER LEGAL CAUSE OF ACTION ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT. The maximum liability of either party to any person, firm or corporation whatsoever arising out of or in the connection with any license, use or other employment of the Service, whether such liability arises from any claim based on breach or repudiation of contract, breach of warranty, tort, or otherwise, shall in no case exceed the equivalent of 12 months in license fees applicable at the time of the event. The essential purpose of this provision is to limit the potential liability of the parties arising from this Agreement. The parties acknowledge that the limitations set forth in this Section are integral to the amount of consideration levied in connection with the license of the Service and that, were SchoolMessenger to assume any further liability other than as set forth herein, such consideration would of necessity be set substantially higher. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitations of liability for incidental or consequential damages, so the exclusions set forth above may not apply to Customer. THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY TO EITHER PARTY’S INDEMNITY OBLIGATIONS SET FORTH IN SECTION 11 BELOW.

11.Indemnification.

11.1. Infringement. SchoolMessenger will indemnify, defend and hold Customer harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys’ fees) (collectively, "Losses") arising out of or in connection with a claim, suit, action, or proceeding brought by any third party against Customer which arise out of or result from the infringement of any copyright, patent, trademark, or misappropriation of a trade secret relating to the Service; provided that Customer (a) promptly gives SchoolMessenger notice of the claim, suit, action, or proceeding; (b) gives SchoolMessenger sole control of the defense and related settlement negotiations; and (c) provides SchoolMessenger with all reasonably available information and assistance necessary to perform SchoolMessenger’s obligations under this paragraph. If the Service is held to infringe any intellectual property right, SchoolMessenger may, in its sole discretion and at its own expense, either procure a license that will protect Customer against such claim without cost to Customer or replace the Service with a non-infringing Service. Provided that SchoolMessenger complies with this Section 11.1, Customer shall have no remedy against SchoolMessenger, except it may at its option terminate the Agreement and receive a pro-rata refund of the license fees paid for under the Agreement for its use of the Service but which use has not yet been furnished by SchoolMessenger as of the date of such termination.

11.2 Customer’s Indemnity.Customer shall defend and hold SchoolMessenger harmless from and against any and all Losses arising out of or in connection with a claim, suit, action, or proceeding brought by any third party against SchoolMessenger which arise out of or result from a claim by a third-party (i) alleging that the Customer Data or any Trademarks, or any use thereof, infringes the intellectual property rights or other rights, or has caused harm to a third party, or (ii) arising out of Customer’s breach of Section 5.5 and 5.12 above, provided that SchoolMessenger (a) promptly provides Customer notice of the claim, suit, action, or proceeding; (b) gives Customer sole control of the defense and related settlement negotiations; and (c) provides Customer with all reasonably available information and assistance necessary to perform Customer’s obligations under this paragraph.

11.3. Survival. The indemnification obligations contained in this Section 11 shall survive termination of this Agreement for one year.

12. Miscellaneous. This Agreement shall inure to benefit and bind the parties hereto, their successors and assigns, but neither party may assign this Agreement without written consent of the other, except such consent is not required to the successor of all or substantially all of the assignor’s business or assets. This Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties, although SchoolMessenger reserves the right to name Customer as a user of the Service. This Agreement represent the entire agreement of the parties and supersedes all prior discussions and/or agreements between the parties and is intended to be the final expression of their Agreement. It shall not be modified or amended except in writing signed by both parties. In the event of an express conflict between the terms of this Agreement and the terms of any Exhibit, the verbiage of this Agreement controls. This Agreement shall be governed in accordance with the laws of the State of California and any controlling U.S. federal law. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement (or the Service) shall be subject to the exclusive jurisdiction of the state and federal courts located in California. If any provision is held by a court of competent jurisdiction to be contrary to law, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. In the event of any litigation of any controversy or dispute arising out of or in connection with this Agreement, its interpretations, its performance, or the like, the prevailing party shall be awarded reasonable attorneys’ fees and/or costs. Neither party shall be liable for any loss or delay resulting from any force majeure event, including, but not limited to, acts of God, fire, natural disaster, terrorism, labor stoppage, war or military hostilities, criminal acts of third parties, and any payment date or delivery of Service date shall be extended to the extent of any delay resulting from any force majeure event. Sections 5.12, 6.4, 9, 10, and 12 shall survive the termination or expiration of this Agreement.

13. Definitions.

A. "Customer Data" shall mean any data, information, or other materials of any nature whatsoever, provided to SchoolMessenger by Customer in the course of implementing and/or using the Service.

B. "Electronic Communications" shall mean any transfer of signs, signals, text, images, sounds, data or intelligence of any nature transmitted in whole or part electronically which includes any telephonic means.

C. "Term" means any Initial Term and/or Renewal Term as defined in Section 4 of this Agreement.