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HomeMy WebLinkAboutScenario Learning Vector Solutions TeachPoint Software as a Service Client Agreement Agreement Effective DateVector Solutions governs the purchase and ongoing use of the Services described in this Agreement. 1. SERVICES. Vector Solutions shall provide the following Services: 1.1 Access and Use provide Client a nonexclusive, non-transferable, revocable authorization to remotely access and use the TeachPoint software e Service over the Internet, and (iii) download and use th e. The number of Named Users (defined below), start of service, and duration, are shown on the attached Schedule A. For , are not transferable to other users. The ability to use the Services may be affected by minimum system requirements, such as Internet connection. 1.2. Availability. Vector Solutions shall use commercially reasonable efforts to display its content and coursework for access and use by Named Users twenty-four (24) hours a day, seven (7) days a week, subject to scheduled downtime 1.3. Help Desk. Vector Solutions will assist Named Users as needed on issues relating to usage via e-mail and a Help Desk five (5) days per week at scheduled hours. 1.4. Technical Support. Vector Solutions will supply customer support via email and phone regarding the Service, to the Client, on a reasonable and necessary basis during normal weekday business hours, excluding legal holidays. 2. . 2.1. Complianceth this Agreement and use commercially reasonable efforts to prevent unauthorized access to or use of the Services. Client shall comply with all applicable laws, standards, and regulations and will not use the Services in a manner not specified or permitted by Vector Solutions. 2.2. Client will use the Service only for its internal business operations and will not permit the Service to be used by or for the benefit of anyone other than Client. Client will not have the right to re-license or sell rights to access and/or use the licensed Service or to transfer or assign rights to access or use the Service, except as expressly provided herein. 2.3. Client may not modify, translate, reverse engineer, decompile or create derivative works based upon the Service. Client agrees to use the Service in a manner that complies with all applicable laws including intellectual property and copyright laws. Vector Solutions expressly reserves all rights not expressly granted to Client herein. 2.4. California Consumer Privacy Act (CCPA). Insofar as Vector Solutions will be processing personal information subject to the California Consumer Privacy Act, sections 1798.100 to 1798.199, Cal. Civ. Code (2018) as may be amended as well as all regulations promulgated thereuCCPA n the CCPA. 2.4.1 Disclosures. To the extent the CCPA applies to the processing of any personal information by Vector Solutions d and understand the provisions and requirements of the CCPA, and shall comply with them; (b) It is the intent of the Parties that the sharing or transferring of personal information of California consumers from Client to Vector Solutions during the course d in the CCPA, because Client is not sharing or transferring such data to Vector Solutions for valuable consideration; and (c) Vector Solutions will only use personal information for the specific purpose(s) of performing the services specified in the Agreement, including any Schedules and Statements of Work appended thereto, and within the direct business relationship with Client. 2.5. Future Functionality. Client agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any comments regarding future functionality or features. 1 Rev. C (Issued 07.01.2020) 3. FEES AND PAYMENT. 3.1. Fees. Client will pay for the Service in accordance with the fee schedule in Schedule A attached to this Agreement. Fees, both during the Initial Term as well as any Renewal Terms, shall be increased by 3.0% per year. Annual license fees are due at the beginning of each 12-month period of service. 3.2. Payments. All fees due under this Agreement must be paid in United States dollars. Vector Solutions will invoice Client in advance according to the frequency stated in Schedule A. All invoices are due and payable thirty (30) days after Due Date 1.5% per month. All fees collected by Vector Solutions under this Agreement are fully earned when due and nonrefundable when paid. 3.3. Suspension of Service by Vector Solutions. Vector Solutions shall have the right, in addition to all other rights to the Services without nt to pay any and all fees and expense reimbursements due for the applicable term. In addition, Vector Solutions may suspend, terminate, or otherwise resulting obligation or liability, if: (a) Vector Solutions receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Vector Solutions to do so; or (b) Vector Solutions believes, in its good faith and reasonable discretion, that: (i) Client or any Named User has failed to comply with any term of this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this r to en, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Services; ghts or remedies, whether at law, in equity, or under this Agreement. 3.4. Taxes. All fees under this Agreement exclude all sales, use, and other taxes and government charges, whether Federal, State, or foreign, and Client will be responsible for payment of all such taxes (other than taxes based on Vector l fees under this Agreement including the access to or performance of the Services hereunder. If Vector Solutions has a legal obligation to pay or collect taxes for which Client is responsible under the Agreement, then the appropriate amount will be invoiced to and paid by Client, unless Client claims tax exempt status for amounts due under this Agreement and provides Vector Solutions a valid tax exemption certificate (authorized by the applicable governmental authority) promptly upon execution of this Agreement. If any taxes shall be required by law to be deducted or withheld from any fee payable hereunder by Client to Vector Solutions, Client shall, after making the required deduction or withholding, increase such fee payable as may be necessary to ensure that Vector Solutions shall receive an amount equal to the fee it would have received had no such deduction or withholding been made. 3.5. Named Users and Additional Users. contractors, and agents: (a) who are authorized by Client to access and use the Services during each contract year of the number of Named Users during the term of this agreement, Client must pay for the additional Users, based on the cost schedule described on the attached Schedule A. Adjusted license fees will apply beginning on the month the number of Named Users are exceeded and will be prorated for the remainder of the current 12-month period. 3.5.1. Client agrees to pay for the number of Users using or licensed to access the Services in a given contract year. 3.6. Data Storage Fees. The Service includes up to 10GB of data storage for Client data. If the Client uses storage above 10GB, the Client must pay Vector Solutions for the extra storage used, based on the rate indicated in the Schedule A. Fees for additional storage will apply beginning on the month the additional storage is used, and accrue monthly. 4. INTELLECTUAL PROPERTY RIGHTS. 4.1. Vector Solutions alone (and its licensors, where applicable) shall own all rights, title and interest in and to Vector Vector Solutions (collectivelVector Solutions Intellectual Property Feedback 2 Rev. C (Issued 07.01.2020) this Agreement does not convey to Client any rights of ownership to the Vector Solutions Intellectual Property or Feedback. Vector Solutions may use such Feedback given by Client to improve the Services, and such use shall not be deemed to confer any property rights to the Services to the Client. The TeachPoint name and logo are trademarks of Vector Solutions, and no right or license is granted to Client to use them. 4.2. Except as otherwise agreed in writing or to the extent necessary for Client to use the Services in accordance with this Agreement, Client shall not: (a) copy the Vector Solutions Intellectual Property in whole or in part; (b) display, reproduce, create derivative works from, transmit, sell, distribute, rent, lease, sublicense, transfer, or in any way exploit the Vector Solutions Intellectual Property in whole or in part; (c) embed the Vector Solutions Intellectual Property into other products; (d) use any trademarks, service marks, domain names, logos, or other identifiers of Vector Solutions or any of its third-party suppliers; or (e) reverse engineer, decompile, disassemble, or access the Vector Solutions Intellectual Property; (f) use the software or Services for any purpose that is unlawful; (g) alter or tamper with the Services and/or associated documentation in any way; (h) attempt to defeat any security measures that Vector Solutions may take to protect the confidentiality and proprietary nature of the Services; (i) remove, obscure, conceal, or alter any marking or notice of proprietary rights that may appear on or in the Services and/or associated documentation; or (j) except as permitted by this Agreement, knowingly allow any individual or entity under the control of Client to access Services without authorization under this Agreement for such access. 4.3. Client Content. Client will be the owner of all content created and posted by Client. Client will also be the owner of all content created and posted by the Vector Solutions on behalf of the Client, including but not limited to evaluation forms added to the system as part of support services provided by the Vector Solutions. 4.4. Third-Party Content. Client is responsible for proper licensing of, and assuming liability for, copyrighted material which they post on the system, or is posted on the system by Vector Solutions on behalf of the Client. This includes but is not limited to copyright protected evaluation forms and other materials from third-parties. If Client uploads third-party content to the Vector Solutions platform, such third-party content providers are responsible for ensuring their content is accurate and compliant with national and international laws. Vector Solutions is not and shall not be held responsible or liable for any third-HIS AGREEMENT, THERE IS NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THIRD-PARTY CONTENT ACCESSIBLE THROUGH THE SERVICES. 5. TERM, TERMINATION, AND NOTICE. 5.1 Term. The term of this Agreement shall commence on the Effective Date, and will remain in full force and effect Initial Term Renewal Term unless notice is given in writing by either party of its intent to terminate the Agreement, at least sixty (60) days prior to the scheduled termination date. Upon expiration or early termination pursuant to Section 5.2 (Termination for Cause) below, Clien e o a Renewal Term. 5.2. Termination for Cause. Either Party may terminate this Agreement, effective upon written notice to the other Defaulting Party materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach. 5.3. Notice. All required notices hereunder by either Party shall be given by personal delivery (including reputable courier service), fees prepaid, or by sending such notice by registered or certified mail return receipt requested, postage prepaid, and addressed as set forth on the last page of this Agreement. Such notices shall be deemed to have been given and delivered upon receipt or attempted delivery (if receipt is refused), as the case may be, and the date of receipt identified by the applicable postal service on any return receipt card shall be conclusive evidence of receipt. Either party, by written notice to the other as above described, may alter the address for receipt by it of written notices hereunder. 5.4. Effect of Termination. The Client will have thirty (30) days after the effective date of termination or expiration of this Agreement to export their data using the software tools provided, or to request their data from the Vector Solutions. Form data will be available as exported comma separated variable (CSV) files and as PDF files. Uploaded data files will be available in their original format. After the thirty (30) day period, Vector Solutions has no obligation to maintain or provide data and may thereafter delete or destroy all copies of the Client data, unless legally prohibited. 6. WARRANTY AND DISCLAIMER. 3 Rev. C (Issued 07.01.2020) 6.1. Mutual Representations and Warranty. Each Party represents and warrants to the other Party that: (a) it is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization; (b) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement; (c) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and (d) when executed and delivered by both Parties, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such party in accordance with its terms. 6.2. Vector Solutions warrants the Service is developed and will be provided in conformity with generally prevailing industry standards. Client must report any material deficiencies in the Service to Vector Solutions in writing within thirty (30) exclusive remedy for the breach of the above warranty will be for Vector Solutions to provide access to replacement Service within a commercially reasonable time. 6.3. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. VECTOR SOLUTIONS DOES NOT WARRANT THAT THE USE OF THE SERVICES WILL BE U AND VECTOR SOLUTIONS PROVIDES NO OTHER EXPRESS, IMPLIED, STATUTORY, OR OTHER WARRANTIES REGARDING THE SERVICES OR ASSOCIATED DOCUMENTATION. 6.4 No employee or agent of Vector Solutions is authorized to make any warranty other than that which is specifically set forth herein. The provisions in any specification, brochure, or chart issued by Vector Solutions are descriptive only and are not warranties. 7. LIMITATION OF LIABILITY. EXCEPT AS IT RELATES TO CLAIMS RELATED TO SECTION 8 (INDEMNIFICATION): (A) IN NO EVENT SHALL VECTOR SOLUTIONS BE LIABLE TO CLIENT OR ITS NAMED USERS, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT; AND (B) THE TOTAL LIABILITY OF VECTOR SOLUTIONS FOR ANY AND ALL DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT DAMAGES, SHALL NOT EXCEED THE AMOUNT OF THE TOTAL FEES ALREADY PAID TO VECTOR SOLUTIONS FOR THE PRECEDING TWELVE (12) MONTHS. 8. INDEMNIFICATION. 8.1. Indemnification by Vector Solutions. Vector Solutions shall indemnify and hold Client harmless from any and all claims, damages, losses, and expenses, including but not limited to reasonable attorney fees, arising out of or resulting from any third-party claim that any document, course, or intellectual property provided by or uploaded to Vector Solutions platform by Vector Solutions infringes or violates any intellectual property right of any person. 8.2. Indemnification by Client. To the extent not prohibited by applicable law, Client shall indemnify and hold Vector Solutions harmless from any and all claims, damages, losses, and expenses, including but not limited to reasonable attorney fees, arising out of or resulting from any third-party claim that any document, course, or intellectual property provided by or uploaded to Vector Solutions platform by Client infringes or violates any intellectual property right of any person. 9. CONFIDENTIALITY. 9.1. All data pertaining to Client disclosed to Vector Solutions in connection with the performance of this Agreement r will be held as confidential by Vector Solutions and will not, without the prior written consent of Client, be disclosed or be used for any purposes other than the performance of this Agreement. Vector Solutions will safeguard the confidentiality of such data using the same standard of care that Vector Solutions uses for its own confidential materials. This obligation does not apply to data that: (a) is or becomes, through no act or failure to act on the part of Vector Solutions, generally known or available; (b) is known by Vector Solutions at the time of receiving such information as evidenced by its written records; (c) is hereafter furnished to Vector Solutions by a third-party, as a matter of right and without restriction on disclosure; (d) is independently developed by Vector Solutions as evidenced by its written and dated records and without any breach of this Agreement; or (e) is the subject of a written permission to disclose provided by Client. Further notwithstanding the forgoing, disclosure of data will not be precluded if such disclosure: (i) is in response to a valid order of a court or other governmental body of the United States; (ii) is otherwise required by law; or (iii) is otherwise 4 Rev. C (Issued 07.01.2020) necessary to establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary. application, embodies logic, design and coding methodology that constitute valuable confidential information that is proprietary to Vector Solutions. Client will safeguard the right to access the Service and other software installed on Vector e that Client uses for its own confidential materials. 10. MISCELLANEOUS. 10.1. Assignment. Neither party may assign or delegate its rights or obligations pursuant to this Agreement without the prior written consent of the other, provided that such consent shall not be unreasonably withheld. Notwithstanding the foregoing, Vector Solutions may freely assign or transfer any or all of its rights without Client consent to an affiliate, or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. 10.2. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida, without regard to the internal law of Florida regarding conflicts of laws. With respect to any suit, action or proceeding relating hereto, each party hereby irrevocably submits to the exclusive jurisdiction of the courts of competent jurisdiction located in Tampa, Florida, and waives any objection thereto. The prevailing party to any dispute shall be entitled to THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION ARISING HEREUNDER. 10.2.1 Public Entity Governing Law. With respect Clients hereunder who are public entities, such as public schools and universities, and to the extent required by law, this Agreement shall be construed and enforced in accordance with the laws of the state in which the public entity Client is located. 10.3. Force Majeure. In no event will either Party be liable or responsible to the other Party or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, (except for any obligations to make payments) when and to the extent such failure or delay in performing is due to, or arising Force Majeure Eventncluding, without limitation, acts of God, strikes, lockouts, war, riots, lightning, fire, storm, flood, explosion, interruption or delay in power supply, computer virus, governmental laws, regulations, or shutdown, national or regional shortage of adequate power or telecommunications, or other restraints. 10.4 No Waiver and Modification. No waiver, amendment, or modification of this Agreement shall be effective unless in writing and signed by the Parties. 10.5. Severability. If any provision of this Agreement is found to be contrary to law by a court of competent jurisdiction, such provision shall be of no force or effect, but the remainder of this Agreement shall continue in full force and effect. 10.6. Survival. All provisions of this Agreement (including without limitation those pertaining to confidential information, intellectual property ownership, and limitations of liability) that would reasonably be expected to survive expiration or early termination of this Agreement will do so. 10.7. Relationship of Parties; No Third-Party Beneficiaries. Nothing in this Agreement will create or imply an agency relationship between the parties, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties. The Parties do not intend to confer any right or remedy on any third-party under this Agreement. 10.8. Purchase Orders. Client may issue a purchase order for its convenience only it being agreed by the Parties that the terms and conditions of this Agreement shall control. Any terms or conditions included in a purchase order or similar document issued by Client that conflict with the terms and conditions of this Agreement will not apply to or govern the transaction resulting from the purchase order, unless both Parties expressly agree in writing to the particular conflicting term or condition, in which event the agreed term or condition will apply only with respect to that particular purchase order. 10.9. Entire Agreement. This Agreement represents the entire understanding and agreement between Vector Solutions and Client, and supersedes all other negotiations, proposals, understandings, and representations (written or oral) made by and between Vector Solutions and Client. Client acknowledges and agrees that the terms of this Agreement are incorporated in, and are a part of, each purchase order, change order, or Schedule related to the provision of Services by Vector. 5 Rev. C (Issued 07.01.2020) IN WITNESS WHEREOF, the parties have executed this Agreement by their authorized representatives as of the last date set forth below. Scenario Learning D/B/A Vector Solutions, LLC Idaho Falls School District 690 Johns Adams Parkway 4890 W. Kennedy Blvd., Suite 300 Idaho Falls, ID 83401-4073 Tampa, FL 33609 By: \\\\s2\\ By: \\ \\s1\\ Printed Name: Joel Petersen Printed Name: Tito Paredes Title: Vice President Of Sales Title: Enterprise Systems Coordinator Date: \\ \\d2\\ Date: \\ \\d1\\ 6 Rev. C (Issued 07.01.2020) Client Agreement/Schedule A Date: 01-26-2021 Pricing valid for 30 days. Client Information Client Name: Idaho Falls School District Address: 690 Johns Adams Parkway Idaho Falls, Idaho 83401-4073 Primary Contact Name: Primary Contact Phone: Tito Paredes (208) 525-7500 Terms Effective Date: Initial Term (months): 02-01-2021 12 Invoicing Contact Information (Please fill in missing information) Billing Contact Name: Jimmy Horsley Billing Address: Billing Phone: 690 Johns Adams Parkway (208) 525-7500 Idaho Falls, Idaho 83401-4073 Billing Email: PO#: Billing Payment horsjimm@sd91.org Frequency: Terms: Annual Net 30 Annual Subscription Services Additional Named Users added after the Effective Date shall be billed at the Full Per Named User Fee below, and such Additional Named Users shall become part of the minimum contracted Users through the end of the Initial Term. The Software Service includes up to 10GB of data storage for Client data. If Client uses storage above 10GB, the Client must pay Scenario for the extra storage used, based on the rate of $5 per month for each additional 10GB of storage space required, or portion thereof. Fees for additional storage will apply beginning of the month the additional storage is used, and accrue monthly. Minimum Annual Price Product Description Named Total Per User Users Includes 5% discount TeachPoint - Certified Staff SafeSchools Multi-Product 700 $26.41 $18,487.00 Evaluation and PD Tracking Tool-N Discount Total: $18,487.00 Grand Total (including Implementation & Training): $18,487.00 *Total does not include any taxes that may apply. Any such taxes are the responsibility of the Customer. Please note that this is not an invoice. An invoice will be sent within fourteen (14) business days. 7 Rev. C (Issued 07.01.2020)