SOFTWARE SERVICES AGREEMENT BETWEEN TBP PRODUCTIONS, LLP DBA SNO SITES
AND POUDRE SCHOOL DISTRICT R-1
This Software Services Agreement is effective as of the 28th day of July 2020, by and between Poudre School District R- TBP Productions, LLP dba SNO Sites ( Contractor The District and the Contractor are collectively referenced herein as In consideration of the mutual covenants and promises contained in this Agreement, the sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Term of Agreement.
1.1. This Agreement shall commence on September 1, 2020 and continue through and including August 31, 2021.
2. Deliverables and Purchase Price.
2.1. The Contractor shall make its school newspapers online platform for use schools, in accordance with the scope of work set forth in the attached Exhibit A
2.2. The total cost for Services as set forth on the attached Exhibit B is One Thousand, Two Hundred Dollars and Zero Cents ($1,200.00), due and payable by the District thirty (30) days after .
2.3. This Agreement in no way binds the District or District Schools to exclusive use of Contra Services is under the direction of each District School Principal or Principal designee. District Principals or Principal designee will adhere to applicable laws, regulations, and District policies.
2.4. Additional District schools may utilize this Agreement under all terms and conditions specified and upon execution of a formal written District Agreement signed by authorized representatives of the parties.
2.5. The Contractor grants the District a non-exclusive, non-transferable, non- sublicenseable license to access and use, and permit authorized users to access and use the Services solely in the United States during the term of the Agreement.
2.6. The District shall access and use the Services solely for non-commercial instructional and administrative purposes within the District. Further, the District shall not, except as expressly authorized or directed by the Contractor: (a) copy, modify, translate, distribute, disclose or create derivative works based on the contents of, or sell, the Services, or any part thereof; (b) decompile, disassemble or otherwise reverse engineer Services or otherwise use the Services to develop functionally similar products or services; (c) modify, alter or delete any of the copyright, trademark, or other proprietary notices in or on the Services; (d) rent, lease or lend the Services or use the Services for the benefit of any third party; (e) avoid, circumvent or disable any security or digital rights management device, procedure, protocol or mechanism in the Services; or (f) permit any authorized user or third party to do any of the foregoing. The
District also agrees that any works created in violation of this section are derivative works, and, as such, the District agrees to assign, and hereby assigns, all right, title and interest therein to the Contractor.
2.7. The District agrees, subject to the limited rights expressly granted hereunder, that all rights, title and interest in and to all Services, including all related IP Rights, are and shall remain the sole and exclusive property of Contractor or its third-party licensors
any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide. The District shall notify Contractor of any v Services, and shall reasonably assist Contractor as necessary to remedy any such violation.
Contractor Services are protected by patents.
2.8. The District understands and agrees that its access to and use of the web-based system under this Agreement requires that it disclose confidential student records and information, as that term is defined below, to the Contractor. The Contractor understands and agrees that if it fails to comply with any of the requirements under sections 4, 5, 6 or 7 below at any time during or after the term of this Agreement the District may, as applicable, terminate the Agreement and/or disqualify the Contractor from future agreements with the District.
3.1. As used in this Agreement defined as information (including metadata) that, alone or in combination, is linked or linkable to a specific student so as to allow a reasonable person in the school community, who does not have personal knowledge of the relevant circumstances, to identify the student with reasonable certainty. Personally identifiable information in
name; (b rs; (c) the address or phone
number of the
security number, student number or biometric record; and (e) indirect identifiers such as the
documents and other materials that: (a) contain information directly related to a student; and (b) are maintained by the District, or by a party acting for the District such as the Contractor.
is defined as education records and personally identifiable information concerning District students, including but not limited to confidential student records and information disclosed to, collected by and/or generated by the Contractor. Confidential student records and information
-identified confidential student records and infor
section 3.5 below.
and other information by any means, including but not limited to the use of logs, cookies, tracking pixels, etc.
-identified confidential student records and
identifiable information, and the ability to determine any personally identifiable information, is removed.
3.6. As used in this Agreement,
copy and electronic records, databases and any other media regardless of format, in accordance with the standard detailed in the Nationa 800-88 Guidelines for Media Sanitization, so that the confidential student records and
is at least 18 years of age or who is legally emancipated.
4. O wnership of Confidential Student Records and Information. All
confidential student records and information shall remain the exclusive property of the District and all rights, title and interest in the confidential student records and information, including but not limited to intellectual property rights in the confidential student records and information, belong to and are retained solely by the District. The District hereby grants to the Contractor a limited, nonexclusive license to access, view, collect, generate and use confidential student records and information solely for the purpose of performing its obligations under this Agreement.
5. Security of Confidential Student Records and Information.
5.1. The Contractor shall store and process confidential student records and
information in accordance with commercial best practices, including implementing appropriate administrative, physical and technical safeguards that are no less rigorous than those outlined in CIS Top 20 Security Controls, as amended, to secure such confidential student records and information from unauthorized access, disclosure, alteration and use. The Contractor shall ensure that all such safeguards, including the manner in which confidential student records and information is collected, accessed, used, stored, processed, disposed of and disclosed, comply with all applicable federal and state data protection and privacy laws, regulations and directives, including Student Data Transparency and Security Act, C.R.S. §§ 00-00-000 et seq. Without limiting the foregoing, and unless expressly agreed to the contrary in writing, the Contractor warrants that all electronic confidential student records and information will be encrypted in transmission and at rest in accordance with NIST Special Publication 800- 57, as amended.
5.2. The Contractor shall conduct periodic risk assessments and remediate any identified security vulnerabilities in a timely manner. The Contractor shall promptly notify the District in the event of: (a) any security or privacy breach concerning confidential student records and information; and/or (b) any use or disclosure of student personally identifiable information not authorized under this Agreement.
6. U se of Confidential Student Records and Information.
6.1. Under the Agreement, Contractor may access, view, collect, generate and/or use confidential student records and information only under the following terms and conditions: (a) except as provided in section 6.2 below, Contractor shall not disclose confidential student records and information, in whole or in part, to any other party; (b) Contractor shall not use any confidential student records or information to advertise or market to students or their parents/guardians; (c) Contractor shall access, view, collect, generate and use confidential student records and information only to the extent necessary to perform its obligations under the Agreement; and (d) at the conclusion of the term of the Agreement the Contractor shall, as directed in writing by the District, initiate the process to either securely destroy all confidential student records and information in its possession, custody or control, or return such confidential student records and information to the District.
6.2. Contractor may to the extent necessary to perform its obligations under the Agreement disclose confidential student records and information to subcontractors as identified in Exhibit A pursuant to written subcontracts specifying the purpose of the disclosure and providing that: (a) Subcontractors shall not disclose confidential student records and information, in whole or in part, to any other party; (b) Subcontractors shall not use any confidential student records or information to advertise or market to students or their parents/guardians; (c) Subcontractors shall access, view, collect, generate and use confidential student records and information only to the extent necessary to assist Contractor in performing its obligations under the Agreement; and (d) at the conclusion of their work under their subcontracts Subcontractors shall, as directed by the District through the Contractor, either securely destroy all confidential student records and information in their possession, custody or control, or return such confidential student records and information to the District.
6.3. Contractor and Subcontractors may use de-identified confidential student records and information for purposes of research, the improvement of its products and services, and/or the development of new products and services. In no event shall the Contractor or Subcontractors re-identify or attempt to re-identify any de- identified confidential student records and information.
6.4. Contractor and Subcontractors shall promptly furnish to the District upon request all confidential student records and information they have collected and/or generated and not in the District ossession. Such requests may include but shall not be limited to those made in order to respond to parent/guardian and eligible student requests to inspect and review education records as authorized under the Family Educational Rights and Privacy Act, 20 U.S.C.
§ FERPA he Colorado Open Records Act, C.R.S. §§ 24-72-200.1 et seq.
XXXX The District, not the Contractor or Subcontractors, shall respond to all parent/guardian and eligible student requests to inspect and review records, data and other information.
7. School Service Contract Provider. Contractor
dent Data Transparency a
Department of Education, a K-12 public education entity or an institution of higher education)
application or mobile application that: (a) is designed and marketed primarily for use in a preschool, elementary school or secondary school; (b) is used at the direction of District teachers or other District employees; and (c) collects, maintains or uses confidential student records and information.
7.1. As a school service contract provider under the Act, the Contractor has provided the following information attached Exhibit A: (a) the data elements of confidential student records and information that Contractor collects under the Agreement, regardless of whether the data elements are initially collected or ultimately held individually or in the aggregate using protocols that are effective for preserving the anonymity of each student included in the data; (b) the learning purpose for which Contractor collects the confidential student records and information; and (c) how the Contractor uses and shares the confidential student records and information. Contractor shall update this information as necessary to maintain accuracy.
7.2. Contractor shall factually inaccurate confidential student records and information as required in response to correction requests from parents/guardians and eligible students.
8. R emedies. If Contractor or Subcontractors fail to comply with any of the
foregoing requirements in sections 4, 5, 6 or 7 at any time during or after the term of the Agreement the District may, as applicable, terminate the Agreement and/or disqualify Contractor and any one or more of Subcontractors from future contracts and subcontracts with the District. Excluding any data breach, the District may allow an opportunity to cure a breach within thirty
(30) days of written notice.
9. N otices and Communications. All notices and communications required or
permitted under this Agreement shall be in writing and shall be: (a) sent via certified mail, return receipt requested and postage prepaid, to the address of the other party set forth below; or (b) sent via e-mail to the other party via the e-mail address set forth below.
Xxxxxx Xxxxxx Xxxxxxxx X-0 Attn: Xxxxx Xxxxxxx
0000 XxXxxxx Xxxxxx Xxxx Xxxxxxx, XX 00000
TBP Productions, LLP dba SNO Sites Attn: Xxx Xxxxxxxxxx
XX Xxx 0000
Xxxxxxxxxx, XX 00000 Email: email@example.com
10. General Provisions.
10.1. No Assignment. Except with respect to its affiliates or a successor entity that may result from corporate merger, the Contractor shall not assign this Agreement or any of its rights, interests or obligations under this Agreement without the prior written consent of the District, which consent may be withheld for any reason or no reason as determined by the District in its sole discretion.
10.2. No Waiver. The parties agree that no assent or waiver, express or implied, to any breach of any one or more of the covenants of this Agreement shall be construed as or deemed to be an assent to or a waiver of any subsequent breach.
10.3. Amendment or Modification. No amendment or modification of this Agreement shall be valid unless set forth in writing and executed by the District and the Contractor in the same manner and with the same formality as was done for this Agreement.
10.4. Conflict. In the event of a conflict between this Agreement and those of any Exhibit, the relevant conflicting provisions of this Agreement, shall prevail.
10.5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado.
10.6. Insurance. Contractor shall procure and maintain the required insurance specified below for the duration of this Agreement, which insurance shall be written for not less than the amounts specified or greater if required by law. Specified coverage and amounts may be provided by a combination of a primary policy plus an umbrella or following form excess policy. If not otherwise required by law, lower amounts may be acceptable upon review and written approval by the Di
be with a carrier licensed in the state of Colorado and shall have a minimum A.M. Best rating of
A- VII. Contractor
Agreement, and with renewal certificates as soon as reasonably practical following the expiration of any required insurance that expires during the term of this Agreement. All communication regarding insurance and certificates of insurance shall be sent to:
Poudre School District Attn: Risk Manager 0000 XxXxxxx Xxxxxx Xxxx Xxxxxxx, XX 00000
Any insurance and/or self-insurance carried by the District is excess of the coverage extended to
notice to the District prior to cancellation or change of coverage. The insurance requirements specified in this section 10.6, shall not reduce the indemnification liability that Contractor has assumed in section 10.7 below.
C ommercial General Liability
a. Each Occurrence Bodily Injury &
b. Personal/Advertising Injury
d. General Aggregate
f. Poudre School District R-1 and its elected officials, employees, agents, and volunteers shall be named as an additional insured and shall be insured to the full limits of liability purchased by the Provider even if those limits of liability are in excess of those required by this Agreement.
T echnology Errors & Omissions Liability including Network Security and Privacy
a. Per Loss $1,000,000
b. Aggregate Limit $3,000,000
c. Liability extends for a period of three (3) years beginning at the time work under this Agreement is completed. Provider shall maintain continuous coverage, as required by the Agreement, for this period.
The insurance shall provide coverage for:
a. Liability arising from theft, dissemination and/or use of confidential information (defined term including but not limited to bank account, credit card account, personal information such as name, address, social security numbers, etc. information) stored or transmitted in electronic form.
b. Network Security Liability arising from the unauthorized access to, use of or tampering with computer systems including hacker attacks, inability of an authorized third party to gain access to services including denial of service, unless caused by a mechanical or electrical failure.
c. Liability arising from the introduction of a computer virus into, or otherwise causing damage to, a District or third per network, or similar computer related property and the data, software, and programs thereon.
10.7. Indemnification. The Contractor shall indemnify and hold harmless the District and the District's Board members, employees, representatives and agents from and against any and all liability arising from any suit, action, grievance, charge or proceeding brought in connect
es, volunteers, agents or representatives. The indemnification and hold harmless obligation hereunder shall
members, employees, representatives and/or agents in defense of said suits, actions, grievances, charges and/or proceedings. Nothing in this section 10.7 or otherwise in this Agreement shall be
and protections under the Colorado Constitution or the Colorado Governmental Immunity Act.
10.8. No Third-Party Beneficiary. Enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the District and the Contractor. Nothing contained in this Agreement shall give or allow any claim or right of action whatsoever by any third person other than the District or the Contractor. It is the express intent of the parties that any third person receiving services or benefits pursuant to this Agreement shall be deemed an incidental beneficiary only.
10.9. Attorney Fees and Costs. In the event it becomes necessary for either party to institute litigation or mutually agreed-upon arbitration proceedings to enforce any
provision of this Agreement, the substantially prevailing party in such litigation or arbitration shall receive, as part of any judgment or award entered, its reasonable attorney fees and costs, including expert witness fees.
10.10. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, successors and permitted assigns.
10.11. H eadings. The headings used in this Agreement are for convenience only and shall have no effect upon the construction or interpretation of this Agreement.
10.12. Conflict of Terms. In the event of a conflict between this Agreement and those of any Exhibit, other terms and conditions, end user license agreements, contractor quotes or privacy policies, the relevant conflicting provisions of this Agreement, shall prevail.
10.13. Entire Agreement. This Agreement constitutes the entire agreement of the parties regarding the subject matter addressed herein and supersedes all prior agreements, whether oral or written, pertaining to said subject matter.
10.14. Signatures. This Agreement may be executed and delivered via portable document format (pdf), and the pdf signature of any party shall be considered valid, binding, effective and an original for all purposes.
10.15. Warranty of Authority. The individuals signing below represent and warrant that they have the authority to execute this Agreement on behalf of their respective organizations and bind their respective organizations to the terms of this Agreement.
IN WITNESS WHEREOF, the District and the Contractor have signed this Agreement as of the date first set forth above.
TBP PRODUCTIONS, LLP DBA SNO SITES
By:_ Xxx Xxxxxxxxxx
POUDRE SCHOOL DISTRICT R-1
Assistant Superintendent of Secondary Schools