Loading...
HomeMy WebLinkAboutNew Tech Network June 6, 2024 Compass Academy 955 Garfield Street Idaho Falls, ID 83401 Dear Kris Smith, We look forward to continuing to support your school community. This letter is an Agreement between New Tech Network Inc., a California non-New Tech NetworkNTN) and Idaho Falls School District #91, an Idaho District for Compass Academy New Tech School for services provided by New Tech Network. The duration of this agreement is July 1, 2024 through June 30, 2025. This renewal agreement has been prepared for you based on the services selected with your renewal worksheet and provides your school staff with licenses to access the Echo LMS tools and NTN Content and Community resources. New Tech Network is continually seeking to improve our network of innovative schools. As a result of this and other improvements, from time to time, NTN will update and revise the policies that apply to as part of this letter and are set out in the Renewal Terms and Conditions. Exhibit AExhibit Bthe Data Sharing , Exhibit D To proceed with this contract, email your District approver(s) name and email address to Lisa Caldwell, Contracts Manager, at lcaldwell@newtechnetwork.org or 707-253-6950. Lisa will send the contract via DocuSign to request e-signatures and will return an NTN countersigned contract for your records. If you have questions, please email or call Lisa, or contact your New Tech Network representative. Thank you, Eileen Grady Chief Financial Officer 952 SCHOOL STREET #311 NAPA, CA | 707.253.6951 | NEWTECHNETWORK.ORG ©2024 NEW TECH NETWORK Renewal Services Exhibit A NTN Content & Community NTN Content & Community licenses grant access to a platform of digital resources that provide a vast array of resources for school leaders and teachers. NTN Content & Community licenses are required for renewal services so that all schools are able to access these proprietary resources for coaching, workshops, and NTN events. NTN Content: Resource Library implementing the New Tech Network Model. Topics include building a positive culture on campus, designing high quality PBL units, balancing assessment of content and critical skills, innovative scheduling approaches, and more. Project Library A searchable collection of formally vetted and informally shared PBL units easily imported into Echo courses. High quality vetted exemplar units and NTN Starter Sets contain entry events, rubrics, scaffolding activities, and assessments. Browse and copy both published and unpublished content in courses across the Network to see what other teachers are doing. Once downloaded, teachers can modify the unit for their context and learning objectives. NTN Educator Essential Course This asynchronous course is designed for educators familiar with project-based learning to improve their knowledge and skills and learn about new developments from NTN. This course is not intended to replace NTN 101. NTN Community: NTN Slack Community The NTN Slack Community is a digital space created to shorten the distance between members of New Tech Network. Within the community, members can connect with one another, collaborate, share ideas, ask for feedback, and more. 2024-25 23 Staff District may purchase additional staff access to NTN content for a fee determined by New Tech Network. Echo Licenses Echois a robust, feature-rich learning management system designed to support innovative instructional strategies like PBL, personalized learning, and highly differentiated instruction. Echo allows teachers to create courses and content that students and parents can access digitally. Students can submit assignments, participate in discussions, take notes, access -outcome scoring gradebook, schools can emphasize critical skills like communication and collaboration across all courses to provide a more holistic view of student performance. 2024-25 450 Staff and Students District may purchase additional staff and student Echo licenses for a fee determined by New Tech Network. NEW TECH NETWORK RENEWAL AGREEMENT 2024-25 2 Idaho Falls School District #91 | Compass Academy Renewal Services Exhibit A NTN Data Services NTN data services to School and District includes: New Tech Network provides optional surveys for students and educators about their perception of school culture and/or climate. The survey suite may include up to 5 different survey options and serves as a formative assessment measure for our schools. New Tech Network will communicate other opportunities to schools that arise and are deemed an appropriate fit including case studies, external research activities, pilot programs, data collections, and external assessments. New Tech Network will provide information on the size, demographics, and health of the network. District agrees to cause School to: Provide high school graduation rate, student enrollment counts, teacher counts, and school level demographic data percentages when requested by NTN. Share results with NTN if the school participates in third party research activities. Participate in efforts to track high school National Student Clearinghouse, or similar, by submitting a roster to National Student Clearinghouse. NEW TECH NETWORK RENEWAL AGREEMENT 2024-25 3 Idaho Falls School District #91 | Compass Academy Renewal Fees Exhibit B Compass Academy Service Phase Fee Amount NTN Invoice Date 2024-25 Renewal $13,048 July 2024 Total NTN Fees * $13,048 *Supplemental attendees at professional development events, additional coaching, or other services or as set forth herein, the fees in the payment schedule above represent the maximum fees payable to New Tech Network for each year in the Renewal Letter. At New Tech NetworkNew Tech Network determines, in its sole discretion, that the New Tech School exceeds benchmarks established by New Tech Network. The District and School will make every effort for staff to participate in New Tech Network training events. District is responsible for additional costs for training staff unable to attend scheduled New Tech Network professional development events. District is responsible for all costs not covered by New Tech Network, including, without limit, staff travel to/from New Tech Network trainings, events and conferences, hotel cost, personal expenses, and meals not covered by New Tech Network. rescheduled to an alternate date or moved to an equivalent offering. Understood and Accepted: NEW TECH NETWORK IDAHO FALLS SCHOOL DISTRICT #91 By: By: Printed: Printed: Title: Title: Date: Date: NEW TECH NETWORK RENEWAL AGREEMENT 2024-25 4 Idaho Falls School District #91 | Compass Academy Data Sharing Agreement Exhibit C between District and New Tech Network in connection with the School Agreement) who, as parties to the DSA, elect to accept these terms. The scope of the project addressed in this DSA is limited to the use of teacher and student data solely for the purpose of calculating school level information to assist in evaluating the ongoing effectiveness of the New Tech Model, supporting college access for students, creating statistics and reports to formative feedback to the New Tech schools, and for use in calculating network level results included in education publication. THEREFORE, the parties agree to the following terms of this DSA: 1. Data Sharing. The data shall be provided by District to New Tech Network. New Tech Network agrees that, as between the parties, the data transferred from District to New Tech Network is and shall remain the sole and exclusive property of the District. The format of the data will vary depending on integration method and requirements. Any data received by New Tech Network pursuant to this DSA shall be destroyed when it is no longer needed for the designated purpose. District represents and warrants that it has all necessary rights to share data as set forth herein for the purposes and use set forth in this DSA. District will not provide to New Tech Network or to New Tech Network data partners individually identifiable health information that falls under the protection of the Health Insurance Portability and Accountability Act numbers. In consideration of the analytics and information provided to District by New Tech Network in connection with this DSA, District hereby grants New Tech Network a non-exclusive, royalty-free, fully paid-up, worldwide license to use the District data for the following purpose: access, process and analyze the data internally \[as well as share the data in an aggregated form, subject to obligations of confidentiality with respect to any personally identifiable information.\] 2. Confidentiality. New Tech Network will maintain the confidentiality of any and all student data obtained from District as a part of this DSA. The confidentiality requirements under this paragraph shall survive the termination or expiration of this DSA or any subsequent agreement intended to supersede this DSA. To ensure the continued confidentiality and security of the student and staff data processed, stored, or transmitted under this DSA, New Tech Network shall establish a system of safeguards that will at minimum include the following: a. New Tech Network shall develop, implement, maintain and use appropriate administrative, technical and physical security measures to preserve the confidentiality, integrity and availability of all data, including electronically maintained or transmitted data received from, or on behalf of District. This obligation will be extended by contract to all subcontractors used by New Tech Network. b. New Tech Network and its employees, subcontractors and agents involved in the handling, transmittal, and/or processing of data provided under this DSA will be required to maintain the confidentiality of all student and staff-related personally identifiable information. c. Procedures and systems that shall require the use of secure passwords to access computer databases used to process, store, or transmit data provided under this DSA. d. Procedures and systems, such as good practices for assigning passwords, shall be developed and implemented to maintain the integrity of the systems used to secure computer databases used to process, store, or transmit data provided under this DSA. NEW TECH NETWORK RENEWAL AGREEMENT 2024-25 5 Idaho Falls School District #91 | Compass Academy Data Sharing Agreement Exhibit C e. Procedures and systems that are designed to ensure that all confidential student and staff data processed, stored, and/or transmitted under the provisions of this DSA shall be maintained in a secure manner that prevents the interception, diversion, or other unauthorized access to said data. f. The procedures and systems developed and implemented to process, store, or transmit data provided under this DSA shall ensure that any and all disclosures of confidential student and staff data comply with all provisions of applicable federal and state laws (including without limitation the Family Educational Rights and Privacy Act (FERPA)) relating to the privacy rights of students and staff as such laws are applicable to the parties to this DSA. g. New Tech Network shall return to District all data or any portions thereof requested by District, or, the possession or control of New Tech Network and shall upon request by District, provide certification of such destruction. 3. Entire Agreement. This DSA supplements and amends the School Agreement only with respect to the express subject matter herein, and the School Agreement is otherwise not affected. In the event of a conflict between this DSA and the School Agreement, the provision of this DSA shall prevail only with respect to the subject matter herein. 4. Execution. Each of the persons agreeing to this DSA on behalf of a party or entity other than a natural person represents that he or she has authority to sign on behalf and to bind such party. 5. Assignment. None of the signatories to this DSA may assign their rights, duties, or obligations under this DSA, either in whole or in part, without the prior written consent of the other signatories to this DSA, business or assets. 6. Severability. If any provision of this DSA is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this DSA such provision shall be fully severable. This DSA shall remain in full force and effect unaffected by such severance, provided that the severed provision(s) are not material to the overall purpose and operation of this DSA. 7. Waiver. Waiver by any signatory to this DSA of any breach of any provision of this DSA or warranty of representation set forth herein shall not be construed as a waiver of any subsequent breach of the same or any other provision. The failure to exercise any right under this DSA shall not operate as a waiver of such right. All rights and remedies provided for in this DSA are cumulative. 8. Modification and Amendments. This DSA may be amended or modified at any time only by mutual agreement of the authorized representatives of the signatories to this DSA. District and New Tech Network further agree to amend this DSA to the extent amendments are required by an applicable law or policy issued by an appropriate regulatory authority if the amendment does not materially affect the provisions of this DSA. However, if new laws, policies, or regulations applicable to District and New Tech Network are implemented which materially affect the intent of the provision of this DSA, the authorized representatives of the signatories to this DSA shall meet within a reasonable period of time, from the date of notice of such change of law, policy, or regulations, to confer regarding how and/or if those laws, policies, or regulations will be applied or excepted. 9. Term of this DSA. This DSA shall be in effect for a term commencing from the effective date, which is the date when the School Agreement is fully executed by both parties, until the date the current business relationship as set forth in the School Agreement ends between District and New Tech Network. NEW TECH NETWORK RENEWAL AGREEMENT 2024-25 6 Idaho Falls School District #91 | Compass Academy RenewalTerms and Conditions Exhibit D A. New Tech Network New Tech Model legitimate educational interest of: (i) preparing students to excel in an information-based, technologically advanced society; (ii) raising graduation rates and achievement test scores; and (iii) increasing college enrollment and the completion of college. B. District desires New Tech School to continue as a member of the network of schools throughout the country and abroad that use and follow the New Tech Model. C. The terms of the letter dated June 6, 2024, between the District and NTN to which these Letter Renewal Letter), the Services Schedule to the Letter, Agreement Conditions. 1. License and Services. (a) License. All materials are licensed, not sold. New Tech Network hereby grants the District a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right and license, during TermNew Tech Model as described in these Terms and Conditions, (ii) the website(s) and software related to the New Tech NTN Technology NTN Echo content made available to District through the NTN Technology, including but not limited to all resource libraries and project libraries owned or licensed by New Tech Network New Tech Learning PlatformNew Tech Network Marks Trademark Usage Policy provided by New Tech Network to District, all for the sole purpose of continuing to License The New Tech Model, NTN Technology and New Tech Learning Platform New Tech PlatformNew Tech Network may update the functionality, user interface, or other aspects of the New Tech Platform from time to time in its sole discretion the terms of this Agreement will apply to each such update. (b) Services. New Tech Network will provide the services described in the Support New Tech Network may perform the Services virtually if in its reasonable opinion it is necessary or desirable for the protection of its staff or if New Tech Network otherwise determines in its reasonable discretion. District understands and agrees that neither the New Tech Platform nor any of the Services are provided on an exclusive basis to District; New Tech Network may be engaged to provide identical, similar or other services to other school districts and entities during the term of this Agreement, including, without limit, granting some or all of the licenses set forth in Section 1(a). District further understands that the Services do not involve the management of or day-to-day operation of the New Tech School. District also understands that transmission of its data over the Internet is fundamentally necessary to the use of the New Tech Platform. New Tech Network uses commercially reasonable safeguards, commonly used by organizations similar in size and product line to New Tech Network, when transmitting and receiving data to and from the District. Even so, District acknowledges that New Tech Network cannot and does not NEW TECH NETWORK RENEWAL AGREEMENT 2024-25 7 Idaho Falls School District #91 | Compass Academy RenewalTerms and Conditions Exhibit D (c) Not Official Repository. District agrees that: (i) the New Tech Platform is not the official (ii) the District will maintain all such records it should or must maintain; and (iii) New Tech Network will not, under any circumstances, be responsible for a failure to maintain records within the New Tech Platform or elsewhere that the District should or must maintain as official records. (d) Third-Party Services Engaged by District. New Tech Network may reference, promote, make available, utilize and/or offer applications, hyperlinks to websites/platforms, products or services provided by entities other than New Tech Network Third Party Services For avoidance of doubt, Third Party Services include, among other things, any applications, widgets, software, materials, products and/or services made available to District or a New Tech School under a separate agreement between the District/New Tech School and the provider of a Third Party Service. New Tech Network takes no responsibility and disclaims all warranties with respect to Third Party Services. If District uses or enables a Third Party Service with New Tech Platform, District grants New Tech Network a right and license to provide access and use, any data or records as may be requested or needed by the provider of such Third Party Service for the interoperation of the Third Party Service with the New Tech Platform. Any exchange of data or other interaction between District and the provider of a Third-Party Service is solely between District and that provider.: (e) Suspension of Access. District agrees that New Tech Network may with reasonably contemporaneous notice (including by telephone or email) to District suspend access to the New Tech Platform (or any part thereof) if New Tech Network reasonably concludes that the New Tech Platform is being used to engage in denial of service attacks, spamming, or illegal activity, or is causing immediate, material and ongoing harm to New Tech Network Suspension Suspension, New Tech Network will use commercially reasonable efforts to limit the Suspension to the offending portion of the New Tech Platform and to resolve the issue(s) causing the Suspension. District agrees that New Tech Network shall not be liable to District, the New Tech School nor to any third party for any Suspension. 2. District Obligations, Contributions and School Users. (a) On-going Operation of New Tech School. New Tech Network representatives will have access to the New Tech School during normal business hours, with prior reasonable notice and in accordance with applicable laws, to inspect the on-going operations of the New Tech School as well as to ensure compliance with this Agreement by District and the maintenance of the goodwill and reputation associated with New Tech Network, its New Tech Model and the Marks. (b) Data Collection. District will permit New Tech Network to gather school-wide data from the New Tech School for use in evaluating the on-going effectiveness of the New Tech School and the New Tech Model and for improving or modifying the same, for the purpose of creating statistics and reports to support grant applications and other financial support and funding interests, and for the purpose of publication in the education field. (c) District Input. District will promptly notify New Tech Network should District identify any problems or issues with the New Tech Model as it applies to the New Tech School, including any issues, NEW TECH NETWORK RENEWAL AGREEMENT 2024-25 8 Idaho Falls School District #91 | Compass Academy RenewalTerms and Conditions Exhibit D errors or malfunctions in the NTN Technology, the New Tech Learning Platform and/or in the Materials (as later defined herein). (d) District Contributions to the New Tech Learning Platform. New Tech Network has created electronic resource libraries, electronic project libraries and other venues whereby content and materials may be contributed by and used by District and other parties. As between New Tech Network and the District, all right and title in and to Protected Student Data (as defined in Section 5(a)) is owned exclusively by the District. If District contributes any content or other material, excluding Protected Student District ContributionsNew Tech Network and all users of the New Tech Platform, simultaneous with any such contribution, a perpetual, irrevocable, worldwide, transferable, and royalty-free license to use, reproduce, modify, create derivative works and otherwise make use of such District Contributions in any manner and through any media for the benefit of New Tech Network, existing and future users or contributors to the New Tech Platform, and any other New Tech Network authorized entity. The District hereby represents warrants and covenants that maintenance, access and/or use of the District Contributions, to the fullest extent permitted in this Agreement, will not violate or infringe upon any right of publicity or privacy, intellectual property right (e.g., copyright, patent, trademark, etc.), literary right, or any other right of any person or entity. (e) Cooperation. The parties will cooperate to help assure the successful implementation of the New Tech Model. (f) School Users. The District is responsible for authorizing and regulating the use of the Users IDs be kept secure. The District agrees that the District is responsible for all of the activities of its Users, including compliance with any and all terms and conditions (Terms of Service, etc.) associated with the New Tech Platform. 3. Fees. District will pay New Tech Network and all invoices. (a) Payment. District will pay New Tech Network in accordance with the schedule set forth in the Renewal Payment Schedule within thirty (30) days of the date of any and all invoices. If scheduled payments or invoice amounts are not paid in full within thirty (30) days of their due date, New Tech Network reserves the right to add a late charge of 1% per month of the amount due, but not greater than permitted by law. 4. Work Product; Ownership of Intellectual Property. (a) Ownership of NT Materials and New Materials. New Tech Network owns and holds all right, title and interest (including, without limit, copyrights, patent, invention, trade secret, and trade and service mark rights) in and to any information, software, trade or service marks, websites, content, resources, NEW TECH NETWORK RENEWAL AGREEMENT 2024-25 9 Idaho Falls School District #91 | Compass Academy RenewalTerms and Conditions Exhibit D learning modules, webinars, processes, procedures, libraries or repositories or other materials provided by New Tech Network or made accessible to District in connection with the License and/or the Services, NT Materials"). District may make improvements in, additions to, changes or any other modifications to the NT New Materials, subject to the license in Section 4(b) below. The NT Materials and New Materials do not include District Contributions or Third Party Services. Except for the limited use rights granted under this Agreement, neither the District nor any User shall acquire any right, title or interest in any NT Materials or New Materials. Any rights to the NT Materials or New Materials not expressly granted in this Agreement are reserved to and for the sole benefit of New Tech Network. (b) License of Rights in New Materials. District is not required to create any New Materials or upload them to the New Tech Learning Platform. To the extent District or any of its employees or agents creates any New Materials and contributes them to the New Tech Platform, then District grants, and will cause its employees and agents to grant, and its successors a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable right and license to fully exploit and exercise all such Services, New Materials, other work or information performed or provided hereunder. (c) Permitted Uses of NT Materials and New Materials under License. Except with respect to the NTN Technology, the License includes a limited, revocable, non-exclusive, non- sublicensable and non-transferable license to District to the NT Materials and the New Materials Materials continuing to operate the New Tech School and for distribution to teachers, administrators, students, and parents or guardians of students as necessary to carry out the express purposes of this Agreement: (i) reproduce such Materials in copies, (ii) prepare derivative works based upon such Materials, (iii) distribute copies of such Materials, including by way of a restricted access internet site, by electronic mail or as required by law, (iv) publicly perform such Materials to groups of teachers, administrators, students, and parents or guardians of students associated with the New Tech School, (v) publicly display such Materials by way of a restricted access internet site, by electronic mail or as required by law, and (vi) perform such Materials publicly by electronic means through a restricted access internet site. The above activities for which the License hereunder is granted herein will be limited to purposes of District's continuing operation of the New Tech School. District may not make any other uses of the Materials. The License granted herein is granted solely to District, and not, by implication or otherwise, to any parent, subsidiary or affiliate of such party or entity. District will ensure that all copyright and other notices and designations of New Tech Network are maintained, and are not removed, on all copies and other reproductions and uses that are made of Materials. (d) Prohibited Uses. District may not copy, distribute, reproduce, use or allow access to the Materials except as explicitly permitted under this Agreement, and District will not decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the NTN Technology. No right is granted hereunder to rent the Materials, to use the Materials for commercial purposes, or to use the Materials to perform services for third parties (so- NEW TECH NETWORK RENEWAL AGREEMENT 2024-25 10 Idaho Falls School District #91 | Compass Academy RenewalTerms and Conditions Exhibit D 5. Data Sharing. The parties Agreement, which is attached as Exhibit C to this Agreement, and incorporated here by reference. 6. Term; Termination. (a) Term. The term of this Agreement will begin on the effective date set forth in the Renewal Letter and, unless terminated in accordance with Section 6(b) below, will continue through the expiration date set forth in the Renewal Letter. The term of this Agreement may be extended upon the written agreement of the parties. (b) Termination. This Agreement will terminate prior to the expiration of its term as follows: (1) At the non- breaches, violates or otherwise fails to comply with any of the terms contained in this Agreement and fails to cure such breach within thirty (30) days of receiving written notice of such breach from the non-breaching party; (2) Automatically and effective immediately, if either party makes an assignment of this Agreement for the benefit of its creditors, becomes insolvent or seeks protection under any involuntary proceeding is instituted against such party and is not dismissed within ninety (90) days of such institution; (3) At New Tech Network amount due under this Agreement within thirty (30) days of its due date; or (4) Notice Upon receipt of a Notice from District of such termination, New Tech Network will cease operations as directed by the District in the Notice, take actions New Tech NetworkNew Tech Network will be entitled to payment for: (i) services rendered prior to the effective date of the termination stated in the Notice; (ii) any expenses (within the limitations imposed by this Agreement) incurred prior to the effective date of the termination stated in the Notice; and (iii) any other costs and expenses (without regard to the limitations imposed by this Agreement) resulting from any action requested by the District in the Notice. (c) Effect of Termination. (1) If this Agreement is terminated due to the expiration of the Term and not due to any breach of District and during the Term District was in full compliance with this Agreement, then District will be permitted to continue to use under the License the Materials, so long as District will have executed a separate agreement with New Tech Network in which District agrees to make appropriate use of such licensed Materials, to protect the confidentiality of the Materials and to pay such ongoing fees as are negotiated in connection with the use of and support for the Materials. (2) If this Agreement is terminated for any reason, including, without limit, due to the expiration of the Term, and if the District and New Tech Network have not extended this Agreement or NEW TECH NETWORK RENEWAL AGREEMENT 2024-25 11 Idaho Falls School District #91 | Compass Academy RenewalTerms and Conditions Exhibit D entered into another agreement concerning the operation of the New Tech School pursuant to the New Tech Model: (i) the District will (a) promptly cease to use the Materials, (b) promptly cease to use any of the Marks, and (c) no longer represent that it is a member of the New Tech Network; and (ii) New Tech Network may New Tech Network New Tech Network will, during such period, grant District limited access for the sole purposes of permitting District to retrieve Protected Student Data and District Contributions. (d) Survival of Obligations. Upon termination of this Agreement for any reason, District will promptly pay to New Tech Network all outstanding amounts due under this Agreement. The parties further agree to refrain from making public statements or otherwise announcing or publishing in a public forum statements or comments that disparage the other party. Such obligation to pay will survive termination of this Agreement along with all of the following provisions of this Agreement: 3 through 20. 7. Limitations. (a) Limitation of Liability. In no event will New Tech Network out of or related to this Agreement or the License or the Services provided hereunder, whether based on an action or claim in contract or tort, including negligence, strict liability, or warranty, exceed the compensation New Tech Network receives for the License or the Services provided under this Agreement. (b) Other Damages. In no event will New Tech Network be liable to District for any punitive, indirect, incidental, special or consequential damages (including, without limitation, any damages arising from loss of use or lost business, revenue, profits, data or goodwill) arising out of or related to this Agreement or the License or the Services provided hereunder, whether in an action in contract, tort, strict liability or negligence, or other actions, even if advised of the possibility of such damages. (c) Limited Warranty. NEW TECH NETWORK REPRESENTS AND WARRANTS THAT THE NTN TECHNOLOGY WILL CONTAIN FUNCTIONALITY SUBSTANTIALLY CONSISTENT WITH THAT DESCRIBED IN SUPPORT SCHEDULE TO THIS AGREEMENT AND THAT THE SERVICES WILL BE PERFORMED IN A WORKMANLIKE MANNER. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS SECTION 7(C): (I) NEW TECH NETWORK DOES NOT MAKE ANY WARRANTY, EXPRESSED OR IMPLIED, WITH RESPECT TO THE LICENSE OR THE SERVICES, NEW TECH PLATFORM OR ANY PRODUCTS/GOODS PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT; (II) THE DISTRICT EXPRESSLY AGREES THAT USE OF WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, NEW TECH NETWORK DISCLAIMS ANY AND ALL: (1) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF THE NEW TECH PLATFORM; (2) WARRANTIES RELATED TO THIRD PARTY SERVICES AND/OR DISTRICT CONTRIBUTIONS; AND (3) WARRANTIES THAT ERRORS IN ANY SOFTWARE WILL BE CORRECTED. (d) Claims. Any claims by District arising out of or related to this Agreement or the License or the Services provided hereunder, whether in an action in contract, tort, strict liability or negligence, or other actions, must be brought within one year of the termination of this Agreement or such claims will be forever barred. NEW TECH NETWORK RENEWAL AGREEMENT 2024-25 12 Idaho Falls School District #91 | Compass Academy RenewalTerms and Conditions Exhibit D 8. Notification of Claims. In the event of a claim by a third party arising as a result of the License or the Services provided hereunder, each party or its legal representative will promptly notify the other party in writing of any such claim or lawsuit and forward all related documents to the other party. 9. Governing Law; Jurisdiction and Venue. This Agreement will be governed by and construed in accordance with the laws of the State of California, without application of conflicts of laws principles and as if this Agreement were negotiated, executed, delivered and fully performed entirely within the State of California. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement must be brought in the courts of the State of California in Sacramento County, or, if it has or can acquire jurisdiction, in the United States District Court in Sacramento County, and each of the parties consents to the jurisdiction of such courts in any such action or proceeding and waives any objection to venue laid therein. 10. Indemnifcation. New Tech Network will defend, indemnify and hold harmless the District against any and all third party liability (including damages, recoveries, deficiencies, penalties and legal fees) in each case solely to the extent such costs and damages are payable to unaffiliated third parties, arising from or obligation to indemnify the District from and against any losses arising from a Claim (defined below) will not permitted under this Agreement, (b) modifications to the Services made by anyone other than New Tech Network; (c) the combination of the Services with hardware or software not made by New Tech Network, or with third-party services, processes or materials where the infringement or misappropriation would not occur receiving notice of the alleged infringement; and/or (e) any version of the Services that is no longer supported cooperation in the defense and settlement of such Claim. 11. Independent Contractor. The parties understand and acknowledge that New Tech Network is an independent contractor, and will not be deemed an employee, partner, or joint venturer of District with respect to the services performed hereunder for any purposes whatsoever. New Tech Network also understands that it is responsible, according to law, to pay its own federal, state and local income taxes and employment taxes with respect to all compensation received from District hereunder. 12. Communications and Notices. (a) Notices. All notices of a legal or formal nature must be in writing and sent (a) in person, (b) by certified or registered mail, (c) by overnight delivery carrier for next day delivery, (d) by facsimile, or (e) email, in each case to the address listed below (or if notice of a new address is given in accordance with this Agreement, the new address): If to New Tech Network: New Tech Network, Inc. Attn: Chief Financial Officer 952 School Street #311 Napa, CA 94559 NEW TECH NETWORK RENEWAL AGREEMENT 2024-25 13 Idaho Falls School District #91 | Compass Academy RenewalTerms and Conditions Exhibit D If to the District: Idaho Falls School District #91 Attn: Superintendent 690 John Adams Parkway Idaho Falls, ID 83401 13. Binding Effect. This Agreement will be binding upon and inure to the benefit of both District and New Tech Network and their permitted successors and permitted assigns. 14. Severability of Provisions. If any part, term or provision of this Agreement is held by any court to be unenforceable or prohibited by any law applicable to this Agreement, the rights and obligations of the parties will be construed and enforced with that part, term or provision limited so as to make it enforceable to the greatest extent allowed by law, or, if it is totally unenforceable, as if this Agreement did not contain that particular part, term or provision. 15. Waiver. Any of the terms, conditions or provisions of this Agreement may be waived at any time and from time to time in writing by the party entitled to the benefit thereof without affecting any other term, condition or provision of this Agreement. No waiver will be effective unless it is in writing. The waiver by any party hereto of any breach of any term, condition or provision of this Agreement will not operate or be construed as a waiver of any other term, condition or provision or of any subsequent breach of the same condition or provision of this Agreement will not operate or be construed as a waiver of breach. 16. Entire Agreement. This Agreement, the Trademark Use Policy, the website user agreement and the privacy policy for the NTN Technology constitutes the entire agreement and understanding between the parties and supersedes all prior agreements and discussions with respect to the subject matter hereof. The parties expressly agree that to the extent that form purchase orders, confirmations, acceptances and invoices, or similar documents, are used to facilitate specific services any conflicting, additional or different terms provided by District will be of no force and effect and the terms of this Agreement will control such interpretations unless a separate signed writing/amendment authorizes such terms. 17. Assignment. This Agreement (including any rights or licenses herein) may not be assigned by District without the written consent of New Tech Network. New Tech Network may assign this Agreement to an organization affiliated with New Tech Network and shall promptly notify the District of such assignment in writing. Any assignment by New Tech Network to a non-affiliated organization will require written notice to the District. 18. Amendment. This Agreement may be amended or modified only in a writing signed by both New Tech Network and District; provided, however, that New Tech Network may, from time to time, without the written consent of District, amend the terms of the Trademark Usage Policy, the website user agreements and privacy policy. New Tech Network will notify the District of any such amendments. If the District does not object in writing to the amendments within 30 days from the date of the notification, the District will be deemed to have accepted the amendments. If the District timely objects to one or more Agreement pursuant to Section 6. NEW TECH NETWORK RENEWAL AGREEMENT 2024-25 14 Idaho Falls School District #91 | Compass Academy RenewalTerms and Conditions Exhibit D 19. Recitals. The recitals to this Agreement are hereby incorporated into and considered a part of the terms and conditions of this Agreement. 20. Negotiated Agreement. As this Agreement has been negotiated by the parties, any ambiguities in this Agreement will not be construed against either party. 21. Force Majeure. New Tech Network will not be responsible or liable for any delay in the performance of its obligations under this Agreement arising out of or caused by acts of God; earthquakes, fire, flood, wars, acts of terrorism, civil or military disturbances, epidemics, riots, interruptions, loss of utilities or communications, Internet service provider failures, accidents, labor disputes (other than involving New Tech Network employees), acts or civil or military authority or governmental action or any other circumstances beyond the reasonable control of the party; it being understood that New Tech Network will use reasonable efforts to resume performance as soon as reasonably practicable under the circumstances. NEW TECH NETWORK RENEWAL AGREEMENT 2024-25 15 Idaho Falls School District #91 | Compass Academy