HomeMy WebLinkAboutThought Exchange
FULCRUM CONFIDENTIAL 1990 Suite E, Columbia Avenue, PO BOX 2260, Rossland, BC V0G 1Y0
800-361-9027 | thoughtexchange.com Page 1
Service Order
Fulcrum Management Solutions Inc. Sales Rep: Eric Tennison
Suite E, 1990 Columbia Avenue Phone: 7782291034
PO Box 2260 Email: eric.tennison@thoughtexchange.com
Rossland, BC, Canada. V0G 1Y0
Company Information
Bill To: Bonneville Joint School District No. 93
Address: 3497 N Ammon Rd, Idaho Falls, Idaho United States
Postal/Zip Code: 83401
Billing Contact Name:
Billing Contact Email:
Billing Contact Phone:
Ship To (if different than Bill To):
Address:
Postal/Zip Code:
Shipping Contact Name:
Shipping Contact Email:
Shipping Contact Phone:
Order Details
Subscription Start Date: July 1, 2022
Subscription End Date: June 30, 2023
Billing Frequency: All Up-Front, Annually
Payment Terms: Net 15 Days
Currency: USD
Pricing
ThoughtExchange Services Quantity Amount
Small Room (Up to 5 Leaders) 1 $ 25,200.00
Subscription Total $ 25,200.00
Product Description can be found in Attachment 1
Standard Terms and Conditions
The services described in this order is governed by the attached Subscription Agreement.
DocuSign Envelope ID: AD2AFB6E-FFFC-4EB2-A2ED-DBF4DD18A05A
FULCRUM CONFIDENTIAL 1990 Suite E, Columbia Avenue, PO BOX 2260, Rossland, BC V0G 1Y0
800-361-9027 | thoughtexchange.com Page 2
Order Special Terms
Notwithstanding anything to the contrary found herein, your subscription shall terminate on the subscription end date
indicated on this Order Form and shall not automatically renew.
Purchase Order Information
Is a Purchase Order (PO) required?
Please email PO to accounts.receivable@thoughtexchange.com
Purchasing Contact Name:
Purchasing Contact Email:
Is the licensee exempt from sales and use tax?
If yes, please send a tax exempt form to accounts@thoughtexchange.com
Acceptance
Please indicate your acceptance of this agreement (including the attachments) by signing below and returning this
Service Order to us. By signing you represent that you are authorized to agree to this agreement on behalf of the
undersigned organization.
Bonneville Joint School District No. 93 Fulcrum Management Solutions Ltd.
By: By:
/sig/
Print Name Above Print Name Above /name/
Title Title /title/
Date Date /date/
DocuSign Envelope ID: AD2AFB6E-FFFC-4EB2-A2ED-DBF4DD18A05A
June 16, 2022 | 14:55:52 PDT
Scott Woolstenhulme
Superintendent
June 16, 2022 | 17:22:42 PDT
Joe Baker
VP Corporate Development
2021.01.01 Room FULCRUM CONFIDENTIAL Page 1
ThoughtExchange® Services – Attachment 1
ThoughtExchange
ThoughtExchange is a hosted Software-as-a-Service platform. ThoughtExchange allows Exchange Leaders to
engage with Participants in structured online interactions. We call each of these interactions an Exchange. Each
Exchange is created by an “Exchange Leader” designated by you, our customer. A “Participant” is any other
person who participates in the Exchange.
Exchange Leaders and Participants can access ThoughtExchange via most popular web browsers on standard
desktop and mobile platforms (see https://get.thoughtexchange.help/hc/en-us/articles/226950227-Supported-
browsers-and-devices for a list of supported platforms).
Room Subscription
ThoughtExchange Rooms are virtual environments allowing Exchange Leaders to launch Exchanges to engage
participants in meaningful conversations about decisions impacting them.
You have purchased one or more Room Subscriptions. A Room allows the number of Exchange Leaders
(specified on the cover page) to create unlimited Exchanges, any of which can be active at the same time.
Rooms are collaborative environments. Exchange Leaders who have access to a given Room are able to access
and work with all Exchanges created in the Room.
Core Features and Services
Exchange Leaders: Each holder of an Exchange Leader account can create their own Exchanges and have
access to special ThoughtExchange features.
Unlimited Participants per Exchange: Exchanges have no limit on the number of participants,
although Exchanges including more than a few thousand participants we recommend contacting our customer
support team.
Unlimited Exchanges: An Exchange Leader can create an unlimited number of Exchanges.
Unlimited Report Creation: Create an unlimited number of printable, downloadable, or web-based reports.
Multilingual: The ThoughtExchange user interface runs natively in either English, French, or Spanish. Exchanges
can be created where Participants can participate in the same Exchange in any language that Google Translate
supports.
Analytics and Data Visualization: You have access to analytics and data visualization that is
automatically generated by the software. This includes our presentation mode functions and AI-generated
theming technology.
Phone, Chat, and Email Support: These are available to you during regular working hours.
Access to Customer Success: Ensures your Exchange Leaders get the training, support, and access to
resources in order to run successful Exchanges.
Access to Events and Resources: Engage with your peers, learn from industry leaders, and identify new ideas to
better engage with your community and organization.
DocuSign Envelope ID: AD2AFB6E-FFFC-4EB2-A2ED-DBF4DD18A05A
2021.01.01 Room FULCRUM CONFIDENTIAL Page 2
Administrative Controls: Increased security controls to provide maximum protection. Adjust Room names,
registration requirements, set domain restrictions, and add/remove Exchange Leaders.
Machine Moderation: Access to our machine moderation technology which can review thoughts that appear toxic,
or that name people explicitly, before they are shared in the Exchange. This allows Exchange Leaders additional
security and an opportunity to keep the Exchange a safe space.
Survey Questions: Up to 10 survey-style (multiple choice) questions, allowing for additional filtering of your
Exchange data for deeper analysis.
Custom Logo: Add your logo on your exchanges and Summary Reports.
Participant Grouping: Create custom participant groups within a single exchange to keep participant thoughts and
ratings contained and be able to compare trends between groups.
DocuSign Envelope ID: AD2AFB6E-FFFC-4EB2-A2ED-DBF4DD18A05A
2021.03.17 USA-K12 FULCRUM CONFIDENTIAL Page 1
ThoughtExchange® US Service Terms – Attachment 2
1. Scope of Agreement
1.1 Fulcrum Management Solutions, Inc., a Delaware corporation (“Fulcrum” or, alternatively, “we” or “us”), markets
and sells subscriptions to the online software platform called Thoughtexchange and various online services offered as
part of the platform (“Software Services”). We provide one or more types of subscription each having its own set of
Software Services. These Software Services are described more fully in Attachment 1.
1.2 This document is attached to a signed cover page and Attachment 1 that incorporates these terms. The cover
page sets forth the price and other details of the subscription that you have purchased, and Attachment 1 identifies the
particular Software Services you have purchased. The cover page, together with Attachments 1 and 2, constitutes our
Agreement for any Software Services that we provide to you.
2. Precedence of Terms
2.1 While this Agreement sets forth the terms under which we provide Software Services to you our customer, the
use of the Thoughtexchange online platform by individuals to whom you provide access to lead or participate in an
exchange, is governed by our Participant and Leader Terms of Use (the “Terms of Use”).
2.2. The Terms of Use provides protections for Participant privacy, prevents abuse of the platform by Participants
and limits our liability and yours to Participants and Leaders. We intend for this Agreement, and not the Terms of Use,
to govern the relationship between us. Accordingly, if there is conflict between a term set forth in this Agreement and a
term set forth in the Terms of Use:
a) the term contained in this Agreement takes precedence as between us, and
b) the term set forth in the Terms of Use takes precedence for Participants.
2.3 Our current form of Terms of Use can be found at https://terms.thoughtexchange.com.
We may change our Terms of Use from time to time, and we will notify you as early as is commercially reasonable of
any upcoming change. No such change will have the effect of changing this Agreement.
3. Exchange Leaders
3.1 Thoughtexchange is a hosted Software-as-a-Service platform. Thoughtexchange allows users to engage with
others in structured online interactions. We call each of
these interactions an Exchange. Each Exchange is created by an “Exchange Leader.” A “Participant” is any other
person who participates in the Exchange.
3.2 Access to Exchange Leader features is through one or more accounts authorized by you, our customer, and
associated to an email address. At any given time, you may only provide access through the number of email
addresses for which you have purchased Exchange Leader accounts. You can add or change the email addresses
designated as Exchange Leader accounts. There is no limit on how often you can change these addresses.
3.3 Cancellation, or failure to renew your subscription, will result in suspension of any accounts that you have
purchased, either at the time of cancellation or at the end of your current Subscription Period.
3.4 The terms of this Agreement do not permit you to: (a) sublicense the Thoughtexchange platform or any related
services; (b) transfer or otherwise grant any rights in or to your right to access and use the Thoughtexchange platform
or any related services to any other person; (c) provide Exchange Leader account access to any person outside your
organization other than your consultants or similar individuals who are in a fiduciary relationship with you; or (d) run,
facilitate, analyze or present any Exchanges on behalf of any third-party. If you wish to do any of the foregoing, you
must enter into a separate sales partner agreement with us.
DocuSign Envelope ID: AD2AFB6E-FFFC-4EB2-A2ED-DBF4DD18A05A
2021.03.17 USA-K12 FULCRUM CONFIDENTIAL Page 2
4. Term of Software Services
4.1 The services described in this Agreement are only available to you during the Subscription Period provided on
the cover page. If your subscription is terminated for any reason, our obligation to provide services terminates on the
effective date of termination of your subscription.
4.2 In providing services to you, our relationship to you is that of an independent contractor. It is not the intent of
either party to create a relation of employment, partnership, agency or joint venture. Except as specifically set forth in
the cover page, we will bear all expenses incurred in connection with the services.
4.3 You may cancel your subscription at any time during your Subscription Period by providing us with written
notice. No refund is payable of any subscription fees already invoiced or paid. We may cancel your subscription at any
time and will issue a refund pro-rated based on the number of months remaining to the end of your Subscription
Period.
5. Ownership of Content
5.1 You own all visual, written or audible communications and any other material that is produced by you and your
Exchange Leaders, stored under your account or published in one or more of your Exchanges. You also own the rights
to content created or provided by Participants as part of an Exchange that is licensed to you under the Terms of Use.
(All of the foregoing is collectively referred to as “Content.”) As part of your subscription, we provide hosting for your
Content as well as the tools to create and manage your Content.
5.2 Other material specific to you that we create in providing your services (including, but not limited to, text,
graphics, logo, pictures, audio and video) is also owned by you, and you have the right to use it as you see fit following
termination of this Agreement.
5.3 All designs, templates, general graphics (i.e. graphics not directly pertaining to your organization) or method of
presenting data (e.g. infographics), whether or not created with your input and or assistance, to the extent they do not
contain content specific to you, are our property and can be re-used by us for any purpose.
5.4 By way of example, and not limitation, of the foregoing:
a) You own the specific results and the specific visualizations of the results of your exchanges. We retain
ownership of the analytic processes and mechanisms of visualizations even if these were developed or
improved in conjunction with you.
b) Once a customized report or presentation of your exchange results has been completed, it is your property and
you may make use of it as you wish. We retain ownership of the design of the report to use as a template for
other reports with other customers, even if the design was developed or improved in conjunction with you.
6. Responsibility for Content
6.1 You are solely responsible for any liability arising from your Content. We do not guarantee the accuracy, integrity
or quality of any Content.
6.2 While we make a reasonable effort to be compliant with the data access laws in all jurisdictions in which we have
a significant number of customers, you are ultimately responsible for following the laws in your state, province or
country, including any legal requirements concerning data access. We do not guarantee the availability of our Software
Services in all countries and they may not be available for use in any specific jurisdiction.
6.3 You and your Leaders and Participants also control the privacy of your Content. We have no responsibility for
Content disclosed by you, your Leaders or Participants.
DocuSign Envelope ID: AD2AFB6E-FFFC-4EB2-A2ED-DBF4DD18A05A
2021.03.17 USA-K12 FULCRUM CONFIDENTIAL Page 3
6.4 We will use commercially reasonable efforts to ensure that only Participants and Leaders authorized by you
have access to your Content and to maintain the privacy of your Content stored on the Thoughtexchange platform.
6.5 Except as permitted by this Agreement or otherwise required by law, we will not share your Content with any
third party without your permission. If you grant us permission to use this information publicly you agree this
information may be used by us for all business purposes, without any accounting or any payment to you, unless
otherwise arranged at the time permission was given. “Permission,” as used in this agreement, means written
permission including email.
6.6 You acknowledge and agree that we may cooperate with any governmental authority in connection with any
investigation into your use of our services, including use in contravention of applicable laws, and may, in accordance
with applicable laws, disclose any Content, and any other information pertaining to you or to your use of our services to
such governmental authority in connection with any such investigation. Notice of our cooperation with any such
investigation will be provided to you where reasonably possible.
7. Use of Content
7.1 You agree that we have the right to use Content for the following purposes:
a) to monitor and manage usage by Leaders and other terms and conditions of this Agreement;
b) to extract statistical summary data (numerical values summarizing usage and not including any textual
information entered by your Leaders and Participants), combine the data with data from other customers,
and to share this data, from which all customer identifying information has been removed, publicly;
c) to troubleshoot problems or assist your Leaders and Participants; or
d) to improve our products and services.
7.2 You agree that we have the right to monitor your use of our services to ensure your compliance with this
Agreement, or to comply with any law, order, or requirement of any court or government authority.
7.3 If you give us permission to use your Content we may then publish it for our own marketing purposes without
further notice to you. You will be able to share the results with Participants or the public as you think best. If you share
your Content publicly it is deemed to be in the public domain and we may then share with others as we wish.
8. Content Deletion
8.1 We will maintain the Content from your Exchanges for six (6) months following termination of your subscription.
Prior to termination of your subscription, you may obtain copies of your Content using the data download feature. After
termination, providing the data has been maintained, we will provide you with a copy of your Content upon written
request.
8.2 Termination of your subscription will also result in the termination of hosting of Content outside of the
Thoughtexchange platform. We will maintain this hosted Content for six (6) months following termination of your
subscription. Prior to deletion, you may obtain copies of your hosted website or the Content from any such service by
making a written request to us.
8.3 After six (6) months we may, at our discretion, permanently delete your Content. We do not guarantee to
maintain your Content after cancellation or the end of your term. We may, at our discretion, keep your Content for an
indefinite amount of time so that, should you renew, you will have access to your Content. Note that the more time
passes the less likely we are to maintain your Content, and even if we do maintain your Content, as time passes it
become less likely that your Content will be useable due to system changes, upgrades etc.
8.4 At any time you may request in writing for us to delete your Content. We will delete all copies of your Content in
our possession.
DocuSign Envelope ID: AD2AFB6E-FFFC-4EB2-A2ED-DBF4DD18A05A
2021.03.17 USA-K12 FULCRUM CONFIDENTIAL Page 4
9. Confidential Information
9.1 In the course of providing services, you may provide us with certain confidential information, including but not
limited to the personal information about your Leaders and Participants and information about your organization not
directly related to your Exchange, that is marked confidential or is received under circumstances that would reasonably
lead us to understand that it is confidential (your “Confidential Information”).
9.2 Similarly, we may provide you with confidential information, including information about the Thoughtexchange
platform and related services and information related to our business such as market position, customers, pricing, that
is marked confidential or is received under circumstances that would reasonably lead you to understand it to be our
confidential information (our “Confidential Information”).
9.3 We each agree not to disclose the Confidential Information of the other to any third party without permission. We
each agree to protect the Confidential Information with at least the same degree of care that we use to protect your
own Confidential Information, but not less than a reasonable degree of care under the circumstances.
9.4 Neither of us shall be liable for the disclosure of the Confidential Information of the other that is:
a) in the public domain other than by a breach of this Agreement;
b) rightfully received from a third party without any obligation of confidentiality;
c) rightfully known without any limitation on use or disclosure prior to its receipt;
d) independently developed by our respective employees;
e) generally made available to third parties by the owner without restriction on disclosure; or
f) otherwise required by law to be disclosed.
9.5 Specifically with respect to email addresses that you provide to us, we agree that we will not use such email
addresses for anything other than directly providing services under this Agreement, unless, and only to the extent, you
ask us to or grant us permission to do so.
9.6 If you grant us permission to use information publicly, you agree this information may be used by us for all
business purposes, without any accounting or any payment to you, unless otherwise arranged at the time permission is
given.
9.7 You agree that we may publish or disclose your name (or, if you are a company or agency, the name of your
company or agency) as a client on our website or in written or verbal communications to other existing or prospective
clients. No other information will be disclosed. If you do not want your name published or disclosed, you may deliver
notice in writing to us and we will agree to keep this information confidential until or unless such request is revoked.
9.8 All terms of this Agreement are confidential between us, and, with the exception of our respective advisors and
other agents having an obligation of confidentiality, are not to be discussed with anyone outside of our respective
organizations.
10. Student Data Privacy
10.1 We acknowledge that, in order to provide the services described in this Agreement, we may receive data that
are covered by the Federal Educational and Privacy Rights Act ("FERPA") at 12 U.S.C. 1232g, Children’s Online
Privacy Protection Act (“COPPA”), 15 U.S.C. 6501-6502; Protection of Pupil Rights Amendment (“PPRA”) 20 U.S.C.
1232h.
10.2 We agree that in providing the services, we will be under your direct control and supervision with to the use and
maintenance of student records and the personally identifying information contained in those records.
DocuSign Envelope ID: AD2AFB6E-FFFC-4EB2-A2ED-DBF4DD18A05A
2021.03.17 USA-K12 FULCRUM CONFIDENTIAL Page 5
10.3 We further agree that, subject to the truth and accuracy of the following representations and warranties, we are
in compliance with the above laws.
10.4 In entering into this Agreement, you represent, warrant and agree that:
a. You have hired us to perform a service for which the district would otherwise use its own employees.
b. You have previously provided us with an accurate copy of your most recent annual notification of FERPA
rights.
c. You are not hiring us to create exchanges other than for the exclusive purpose of developing, evaluating or
providing education products or services for students or schools.
d. If you ask us to collect information governed by COPPA, that you are validly exercising consent on behalf of
the parents of every student for which information is provided.
11. Indemnification
11.1 You and we each agree to defend, indemnify and hold the other harmless against and in respect of any loss,
damages, obligation, penalty, deficiency or liability (including, without limitation, attorneys’ fees) imposed upon,
incurred by or asserted against one of us that are finally determined to result from the other’s material breach of any
provision of this Agreement or its failure to meet its obligations to or perform any acts required under this Agreement,
except to the extent such loss is caused by the acts or omissions of, or misrepresentations by, the non-breaching
party, its employees or agents or third parties.
11.2 If any demand, claim or suit is asserted or instituted with respect to which any party may be entitled to
indemnification under this Agreement, then the party liable for indemnification shall notify the party entitled to
indemnification of the full details to the extent then known. The party entitled to indemnification shall be entitled at its
own expense to employ counsel to defend such demand, claim or suit or to participate in the defense of such asserted
demand, claim or suit. Any proposed settlement of any such demand, claim or suit must be approved by both of us. We
agree to cooperate in good faith in the defense or settlement of any such demand, claim or suit.
12. Warranty and Limitation of Liability
12.1 Because the technologies underlying Software Services such as Thoughtexchange are inherently complex, we
cannot warrant that the Software Services will be entirely error-free or will operate without interruption. We warrant that
during your Subscription Period the Software Services will be free from significant defects. Our sole responsibilities in
the event of an error or defect in the operation of the Software Services are:
a) to use reasonable efforts to correct significant defects without charge; or
b) to refund a portion of the subscription price, pro-rated from the time such defects are first brought to our
attention, and terminate your subscription.
12.2 All advice provided by us is “as-is” and reflects our best judgment based on the information available to us at
the time. You are solely responsible for the consequences of acting on our advice.
12.3 IT IS UNDERSTOOD AND AGREED THAT EITHER PARTY'S LIABILITY UNDER ANY PROVISION OF THIS
AGREEMENT, WHETHER IN CONTRACT, IN TORT, UNDER ANY WARRANTY, IN NEGLIGENCE OR OTHERWISE
SHALL NOT EXCEED THE RETURN OF THE AMOUNT OF THE FEES PAID BY YOU FOR SERVICES PROVIDED
OVER THE PRIOR TWELVE (12) MONTH PERIOD. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE
LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF
SUCH POTENTIAL LOSSES OR DAMAGES. THE PRICE STATED FOR THE PRODUCTS IS A CONSIDERATION
IN LIMITING FULCRUM’S LIABILITY.
DocuSign Envelope ID: AD2AFB6E-FFFC-4EB2-A2ED-DBF4DD18A05A
2021.03.17 USA-K12 FULCRUM CONFIDENTIAL Page 6
13. General
13.1 This Agreement constitutes the entire agreement between us and there are no covenants, representations,
warranties or agreements other than those contained or specifically preserved under the terms of this Agreement. The
rights and obligations under Sections 5 through 12 shall survive termination of this Agreement.
13.2 This Agreement shall be governed by, and construed in accordance with, the laws of the State of Washington,
without reference to any conflict-of-laws principles. You irrevocably submit to the personal jurisdiction of the
U.S. federal and state courts in King County, Washington for any action or proceeding arising out of, or based upon,
this Agreement, and waive any objection to the laying of venue in such courts or that any such court constitutes an
inconvenient forum. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE) ARISING OUT OF, OR RELATING TO, THIS AGREEMENT.
13.3 In the event that any portion of this Agreement is held to be unenforceable, the unenforceable portion shall be
construed in accordance with applicable law as nearly as possible to reflect the parties’ original intentions and the
remainder of the provisions shall remain in full force and effect.
13.4 Either party’s failure to insist upon or enforce strict performance of any provision of this Agreement does not
mean that either party has waived any provision or right in this Agreement.
13.5 Neither the course of conduct between you and us nor trade practice shall act to modify any provision of this
Agreement. This Agreement may only be amended by written agreement between all parties. You may not assign or
transfer this Agreement without our prior written consent.
13.6 This Agreement inures to the benefit of and is binding on our respective successors and assigns.
DocuSign Envelope ID: AD2AFB6E-FFFC-4EB2-A2ED-DBF4DD18A05A