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HomeMy WebLinkAboutThought Exchange?0 L\t?-gq fl rnoughtExchonge Service Order Fulcrum Management Solutions lnc. Suite E, 1990 Columbia Avenue PO Box 2260 Rossland, BC, Canada. VoG 1Y0 Sales Rep: Sharon Neb Phone: (604) 802-9603 Email: sharon.neb@thoughtexchange.com Company lnformation Bill To: Bonneville Joint School District No. 93 Address: 3497 N Ammon Rd, ldaho Falls, ldaho United Slates Postal/Zip Code: 83401 Billing Contact Name: Billing Contact Email: Billing Contact Phone: (208)557-6877 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 1,2023 Subscription End Date: June 30, 2024 Billing Frequency: All Up-Front Paymenl Terms: Net 15 days Cunency: USD Product Description can be found in Attachment I Standard Terms and Conditions The seNices described in this order is governed by the aftached Subscription Agreement. Order Spocial Terms Notwithstanding anything to the contrary in the Subscription Agreement (including Section 5.j), your subscription shallterminate on the subscription end date indicated on this Order Form and shall noi automaticafiy ienew. FULCRUM CONFTDENnAL '1990 Suite E, Cotumbia Avenue, pO BOX 2260, Rossland, BC VOG .t yO 800-361 -9027 I thoughtexchange.com Page 1 p fnoughtExchonge Purchase Order lnformation ls a Purchase Order (PO) required? ls the licensee exempt from sales and use tax? Customer Purchasing Contact Email: Any purchasing or vendor regislration documents can be directed to accounts@thouohtexchanoe.com Acceptance Please indicate your acceptance of this agreement (including the attachments) by signing below and retuming 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 lnc. ,,, fu?i57?,2 .. ,,, Print Name Above Title Date FULCRUM CONFIDENnAL 1990 Suite E, Cotumbia Avenue, pO BOX 2260, Rosstand, BC VOG i y0 800-361 -9027 | thoughtexchange.com Print Name Above Tille Page 2 fl rnoughtExchonge 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://qet.thouohtexchanqe.helo/hc;/en-us/articles/226950227-Suooorted- browsers-and-devices for a list of supported platforms). Room Subscription ThoughtExchange Rooms are virtual environments allowing Exchange Leaders lo 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 Al-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 Resourc€s: Engage with your peers, learn from industry leaders, and identify new ideas to better engage with your community and organization. 2023.02.23 Room FULCRUM CONFIDENTIAL Page 'l p fnoughtExchonge Administrative Controls: lncreased 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 20 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. 2023.02.23 Room FULCRUM CONFIDENTIAL Page 2 ThoughtExchange@ Subscription Agreement ThoughtExchang@ Subscriptlon Agreement I. PARTIES 1.1 eAlligg. This Agreement is between you, the legal person identified in one or more signed and dated Service Orders (as detined below) and ihe ThoughtExchange entity identified in such Service Order(s) (lfle" or "us'). 2. AGREEMENT 2-1 ComDonent documents. The Agreement between you and us is comprised of this Subscription Agreement document, one or more Service Orders described in Section 2.2, the Terms of Use identilied in Section 2.3, and the online documents listed in Section 2.4. 2.2 S9ry!.99_0Idg!9. You become a party to and bound by this Agreement by signing a Service Order. The Service Order sets forth the Scope Limitations (as defined below in Section 3.5), fees, effective date, term and other details of your subscription for the ThoughtExchange platform and related software and online services. ln addition to any Scope Limitations described directly in the Service Order, the Scope Limitations may be further described by one or more referenc€d online descriptions or written proposals, each of which are incorporated into the Service Order. To the extent there is mnffict between a term set forth in this document, an online description or a written proposal and a term set forth in one or more Service Orders, the terms of the applicable Service Order shall prevail. 2.3 Terms of Use. Vvhile this Agreement sets forth the terms under which we provide the Subscription Services (as defined below) to you, our customer, the use of the ThoughtExchange platform by individuals to whom you provide access to lead or participate in an Exchange is govemed by our Partiopant and Leader Terms of Use (the 'Terms of Use"). The Terms of Use provide protections for Participanls, prevents abuse of the platform by Participants and Exchange Leaders and limits our liability and yours to Participants and Exchange Leaders. We intend for lhis Agreement, and not the Terms of Use, to govern the relationship between us. Accordingly, ifthere 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, andb. the term sel forth in the Terms of Use takes precedence for Exchange LeadeE and Paftcipants. Our current form of Terms of Use can be found at httos://w\ /w.thouohtexchanoe.cofly'participant-leader-terms-of-use/. 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. 2-4 Other documents incorporated bv reference. Also incorporated by reference into the Agreement between you and us are the following: a. elveqstrlgroed The above documents, as incorporated into our Agreement, are legally binding and should be carefully reviewed. We may change these ftom 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 Agreemenl. To the extent there is conflict between a term set forth in thi;document and a teIm set forth in one ofthe documents listed above, the terms of this docrment shall prevail. 3. SERVTCES 3.1.- Access. is.onlinp gnlY. We market and sell subscriptions to various online services offered as part ofthe cloud-basedplatform calledThoughtExchange (collectively, the 'Subscription Services"). You acknowledge that access to theSubscripiion Sarvices, is through a remote intemet browser, and your accsss to the Su-bscription SeMces does notinclude the transfer of or license to any of our software or other intellectual property. 3-2.. Excha4oes arq limiled to intemal use. The subscription services allow users lo engage with others in scaled, structuredonline discus.sions called 'Exchanges.' Unless you have entered into a separate Sales ea-rtn-er ngreemenl or as otnen iseagreed in wdting, you may create and launch Exchanges solely for intemal business purposes. v6, may noi tauncn ano runExchanges on behalf of entities who are not party to this Agreement, including clientr, .Lro"*, oi ot#."-nti[J",-"u"n it "to""tyassociated with your business or organization. 2022.04.26 Confidential Page 'l of 6 ThoughtExchang@ Subscription Agreement 3.3 Leaders and other roles. Each Exchange is created by an 'Exchange Leade/. A "Participanl" is any other person who participates in the Exchange. ln addition, the Subscription Services may include administrative and other roles for managing Exchange Leaders and Exchanges. The number of individual permitted Exchange Leaders and the number of individuals permitted to perform other roles are specifed in each Service Order. You can change the individuals having access at any time during your subscription. 3.4 Authorized users. Other than for Exchange participation, access to and use of the Subscription Services is limited to "Authorized Users." An Authorized User is an individual (a) who is your employee or consultant; and (b) who is identiried for purposes of access by a unique email address issued by you. We will provide each Authorized User a unique login based on that email address. You are responsible for ensuring that each of your Authorized Users complies with this Agreement. 3.5 Scooe limitations. Your rights to use the Subscription Services are subject to any scrpe and usage limitations set forth in the applicable Service Order, which may include, without limitation, limits on the number of users, use solely by an internal deparlment, team or other division within your organization, or administrative, management or other service features (collectively, the'Scope Limitations"). You agree to use the Subscription Services within the Scope Limitations. 4. RELATEO INTELLECTUAL PROPERTY AND RESERVANON OF RIGHTS 4.1 lnstallable Software. From time to time we may offer installable software components such user interface plug-ins or data exchange programmatic interfaces ('lnsiallable Software"). Should we give you access to lnstallable Software in connection with the Subscription Services (and not under a separate license agreement), then as to such we grant to you a limited, worldwide, non-exclusive, non-transferable right during the term of the applicable Service Order to install the lnstalled Software on your computer network, systems or other devices for use solely to facililate your authorized use of the Subscription Services. Your rights to use the lnstallable Software are subject to any Scope Limitations set forth in the applicable Service Order. Except as may be expressly permitted by applicable law, you will not; (a) sell, rent, lease, license, sublicense or distribute the lnstallable Software: or (b) mpy, reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of the lnstallable Software- 4-2 Riohts reserved. Subject to the limited access granted under this Agreement, we reserve all intellectual property rights, including rights in the ThoughtExchange platform and brand, the Subscription Services and lhe lnstallable Software, including all patent, copyright, trade secret, trademark and other proprietary rights. 4-3 EggdbggL. You, your Exchange Leaders and other autho zed users, and your Participants may, on an entirely voluntary basis, submit feedback, user communily contibutions and mmments, technical support information, suggestions, enhancement requests, recrmmendations, and messages relating to the operations, functionality, or features ofthe Subscription Services or other products or services (collectively, 'Feedback"). You grant us a royalty-free, fully paid, non-exclusive, perpetual, irrevocable, woddwide, transferable license to display, use, incorporate into the Subscription Services, copy, modify, publish, perform, translate, create derivative works from, subl,cense, distribute, and otherwise exploit Feedback without restriction. 5. SUBSCRIPTION PERIOD 5.'1 Term and renewal. The initial term of your subscription to the Subscription Services will be as aqreed in vour Service Order. At the end of the initial term. your subscription will automalically renew for additional twelve (12imonth oeriods unlessyou notify us in writing at least sixty (60) days prior to the end of the then-currenl term. that you do not'wish to ienew. 5.2 Qancellation or downorade. You may cancel or downgrade your subscription at any time bv providina us with writtennotice. lf yo! cancel (or downgrade) your subscription, you must continue to pai for lhe re;sl of youi currentlubscription termand you will not receive a refund of any subscription fees already paid_ 5.3 Violation of,aqregnle!! or lq!y. We may terminate or suspend your access to the Subscription Services if vou violate thisAgreement or any law, including without limitation those identilied in Section 11 below, lf we ter;rinate your accdss because youvrolated thas Agreement or law, you will not receive a refund. 5.4 - 9l!994lgCd-9grv!99q. We may also terminate your subscription if we discontinue the Subscription Services. We will doour Dest to notrry you an advance of any suspension or termination: however, there may be some casbs where we need to :r^.:.:j1 if:_":.,ITe_diately to comply with law or prevent harm to others. tt we termi6aie youiiiiJii io iiidl-u""rpt,onltervtces other than for reasons specified above in Section 5.3. we will refund you for any Sluscription Servi&i nor recelreo. 5 5 - No access,lollqwino tgq,nination. cancellation. termination or failure to renew your subscriplion will result in suspensronot vour access to the Subscriotion services at the lime of cancellation or termination tl' it ine ii[6iyo'ri;;id i;;, ""applicable. 2022.04.26 Confidential Page 2 of 6 ThoughtExchang@ Subscription Agreement 6. FEES AND PAYMENT 6.1 E99S. The fees for your Subscription Services (together with all applicable taxes, duties and levies or similar assessments) are payable in advance, either annually or in accordance with any different billing ftequency staied in the applicable Service Order. 6.2 Eg!g@!S. All renewal terms are subject to a five percent (5%) price increase above the pricing that applied to the prior subscription term. Unless we agree olherwise in the applicable Service Order, the renewal of any promotional priced subscriptions will be at our standard price in effect al the time of renewal. 6.3 Non-refundable and non{ivisible commitment. Fees are non-refundable and based on Subscription Services purchased,notactu@orderiSanoniivisible,continuouscommitmeht'regardlessdfthe invoice schedule, and pricing is based on purchase of the Subscription Services in in the specified quantity and configuration for the entire initial term (or applicable renewal term). 6.4 lnvoices and ourchase orders. Unless we agree otheMise in the applicable Service Order, we will invoice you for your subscription fees at the beginning of each annual term. All invoiced fees are due net 30 days from the invoice date. lf you issue us a purchase order for your subscription to the Subscription Services, the purchase order must be for the full amount of the subscription fees shown on your Service Order. You agree that any purchase order is for your internal convenience only, and any purported contractual terms will have no force or affect with respect to this Agreement. 6.5 faIgg. The fees stated in a Service Order do not include local, state, federal, or foreign taxes or other govemmental charges resulting from this Agreement or any Service Order. You are responsible for payingall such taxes, exaluding taxes on our net income or property. 7. CONTENT AND SECURIW 7.1 Qgdgllt. As between us, you own and shall retain all right, title and interest in and to all information collected, entered, created or otherwise provided by you, your Exchange Leaders or your Participants in the course of using the Subscription Services ("Content"). We will obtain and process your Content solely to perform our obligations under this Agreement. Content shall constitute your Conlidential lnformation under Section 8 of this Agreement. You are responsible for the accuracy, quality, content, availability, appropriateness, and legality of Content, including how Content is acquired and shared by you, your Exchange Leaders and your Participants outside of the Subscription Services. You are responsible for the proper disclosure to and receipt of all required consents from each individual to transfer any personal information to us and to allow us to use, disclose and otherwise process such information for the purpose of providing the Subscription Services. Prohibited Content. You will not, and you will ensure that your Exchange Leaders and Participants do not, upload any Prohibited Content to, or otherwise provide any Prohibited Content for processing by, the Subscription Services. You acknowledge and agree that, notwithstanding anlhing to the contrary, we will have no liability with respect to Prohibited Content. "Prohibited Content" means an individual's (a) financial account or payment card information; (b) patient, medical or olher protected health information; (c) social security, national identity, or similar personal identifiers; (d)'special categories of personal data" as defined underthe General Data Protection Regulation, Regulation (EU) 2016/679 (GDPR); (e)any other sensitive personal data as such term (or a similar term) is defned under applicable privacy or data protection laws; and (0 any data that you do not have the legal right to transfer to us. 7.3 Aooreoated and Anonvmous Data. Notwithstanding Section 7.1, you acknowledge that we may collect aggregated and anonymous data from the Subscription Services to imprcve our products and services, and to track certain aspects of our services, including without limitation, availability capacity, performance, and response times. We will ensure that none of the information we gather identifies, or could be used to identify you, your Exchange Leaders or your participants. 7.4 Securitv. We implement and maintain reasonable administrative, physical, and technical safeguards intended toprotect against the unauthorized access, use, disclosure, alleration, or destruction of your Content. Howeve;, since the lnternet is not a 100% secure environment, we cannot ensure or wanant the security of any information that you transmit to us. There is no guarantee that information may not be accessed, disclosed, altered, or destroyed by breach of any of our physical, technical, or managerial safeguards. To leam more, please visit httpsy houghtexchanoe.com/securitv/. I q. ^--- Dqta Processi4o Aoreement. lfyour use of the Subscription Services involves processing personal data pursuantto the GDPR and/or transfening personal data outside the European Economic Area or swiclrranJio a"n'y coinfu not aeemeoby.the European commission as providing an adequate level oiprotection for personal data, lhe terms otine daii processino Addendum shall apply to such personal data and be incorporated into this Agreemert bt ;"i;;;;;. - 8. CONFIDENTiALIW 2022.O4.26 Confidential Page 3 of 6 ThoughtExchange@ Subscription Agreement 8.'l Oblioation of Conlidence During the performance of this Agreement, each party may receive Confidential lnformation from the other. Each party will treat Confidential lnformation as confidential and protect it from disclosure as it would its own information of a similar nature. Neither party will disclose confidential information other lhan to those of its employees or agents who need to know such information for perfomance of each party's rights and obligations under this Agreement. Neither party will use Confidential lnformation for any purpose beyond the performance of its rights and obligations under this Agreement without the prior wriften consent of the olher party. All Confidential lnformation shall remain the property of the disclosing party, and each party will return or destroy any tangible materials containing such Confidential lnformation upon request of the other party. 8.2 ldentification of Confidential lnformation. The parties hereby agree that, for purposes of this Agreement, "Confidential lnformation' shall mean all information marked as confidential or proprietary, or received under circumstances reasonably interpreted as imposing an obligation oI confidentiality. lt includes, bul is not limited to, trade secrets and business matters as research and development, the identity and profiles of customers and suppliers, and sales and marketing plans and information. Confidential lnformation does not lose its status as Confidential lnformation merely because it was known by a limited number of persons or entities or because it was not entirely originated by either party. 8.3 Exclusions. The obligations of confidentiality and protection imposed by this paragraph shall not apply, or shall cease to apply, to any information that: (1) was lawfully known by either party prior to its receipt hereunder; (2) is or becomes publicly available without breach of this Agreemenl; (3) is lawtully received by either party from a third party who does not have an obligalion of confidentiality to either party; or (4) is developed independently by employees of eilher party without reference to or use of Contidential lnformation. 8.4 Disclosure in Accordance with Law. A party may disclose Confidential lnformation to the extent required to do so by a govemmental agency, by operation of law, or if necessary in any proceeding to establish rights or obligations under this Agreement, provided that such party, to the extent legally permissible, fumashes prior written notice of such disclosure and reasonably cooperates with the other party, in any efforl to seek a protective order or other protection of the Confidential lnformation. 8.5 Aoreement Confidential. Except as otherwise required by law, all terms of this Agreement are conlidential 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. 9. WARRAI.ITY AND LIH]TANON OF LIABILITY 9.1 Limited Wananty. Because the technologies underlying Subscription Services such as ThoughtExchange are inherently complex, we cannot warrant that the Subscription Services will be entirely enor-free or will operate without interruption. We wanant that the Subscription Services will not inftinge the intellectual property rights of any hird party and that during your Subscription Period the Subscription Services will be free from signilicant defects. Our sole responsibilities in the event of an error or defect in the operation of the Subscription Services are: a. to use reasonable efforts to conect significant defects without charge; orb. to refund a portjon of the subscription price, prGrated from the time such defects are lirst brought to our attention, and lerminate your subscription- 9.2 &!yig:. 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 acling on our advice. 9.3 LiMitAtiON Of LiAbiIiTV: DAMAOES. EXCEPT FOR THE INFRINGEMENT OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS OR A BREACH OF A PARTY'S CONFIDENTIALITY OBLIGATIONS, IT IS UNDERSTOOD AND AGREED THAT EITHER PARry'S LIABILIry UNDER ANY PROVISION OF THIS AGREEMENT, WHETHER IN CONTRACT, IN TORT, UNDER ANY WARRANTY, IN NEGLIGENCE OR OTHERWSE SHALL NOT EXCEED THE RETURN OF THEAMOUNT OF THE FEES PAID BY YOU FOR SERVTCES PROVTDED OVER THE pRtOR TWELVE (12) MONTH pERtOD. UNDER No cIRcUMSTANCES sHALL E|THER pARw BE LTABLE FoR spEctAL, tNDtREcr oR'cdNseouer.rrnl oAMAGES, EVEN lF ADVISED oF THE PossrBrlrry oF sucH porENTrAL LossES oR DAunoes. ine-inlce srnreoFOR THE PRODUCTS IS A CONSIDERATION IN LIMITING OUR LIABILITY. IO. INDEMNIFICANON 10 1 9bIgg!!9!-!9$Cg!!!ifo. You and we e-ach agree.to d.efend, ind-emnify and hold the other harml€ss against and in respectof any loss, damages, obligation, penalty, dericiency or liability (including, without limitation, atiorn"y";i""";irio""o ,pon, 2022.04.26 Confidential Page 4 ol 6 ThoughtExchange@ Subscription Agreement incuned 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. 10.2 p@!Sg_e!d&EgEed. lf 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 Ior indemniflcation shall notify the party entitled to indemnification of lhe full details to the extent then known. The party entitled to indemnilication shall be enlitled at ils own expense to employ counsel to defend such demand, claim or suit or to participale in the defense of such asserted demand, claim or suit. Any proposed setIement 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. 11. REGULATORY MATTERS 1 1.1 General Comoliance with Laws You agree to comply with all applicable federal, state and local laws, rules, regulations and executive orders as it pertains to this Agreement. You agree to obtain and maintain all permits, licenses, or certiflcates required by any regulatory body for resale or use of the Subscription Services. '11.2 U.S. Government Customers. Any Subscription Service or modillcation or derivative thereof and related documentation and technical information which we or you distribute or license to or on behalf of a U.S. Govemment, are Commercial ltems, as that term is defined at 48 C.F.R. 52.101, consisting of Commercial Computer Software and Commercial Computer Software Documentation, as such terms are used in 48 C.F.R. 512.212 or 48 C.F.R. 5227.7202, as applicable. Consistent with 48 C.F.R. S12.212 or 48 C.F.R.5227.7202-1 lhtough 227.72024, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to the U.S. Government (a) only as Commercial ltems, (b) not as military or defense aficles as defined in the lntemational Traffic in Arms Regulations, 22 C.F.R Parts 120-130 or Export Admanistration Regulations, '15 C.F.R. Parts 700-799), and (c) with only those rights as are granted to all other customers of the sales partner program pursuant to this Agreement. Unpublished rights are reserved under the copyright laws of the United States. '1 '1.3 Exoorl Compliance. The Subscription Services and lnstallable Software may be subject to export laws and regulations of the United States and other jurisdictions. Each parly represents that it is nol named on any government denied-party list. You further represent that you are not located, and will not access or use, or permit any Authorized User to access or use, any of our lechnology in any U.S.-embargoed country or region (including but not limited to Cuba, lran, Norlh Korea, Sudan, Syria or Crimea), or access or use any of our technology in violation of any applicable U.S., local or foreign export laws or regulations. '1 1.4 Anti-Corruption. You represent that you have not rec2ived or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. lf you learn of any violation of the above restriction, you must promptly notify our Legal Department at legal@thoughtexchange.com. 11.5 General Privacv Laws. You agree to comply with all applicable provincial, state and federal data privacy and security laws and regulations, including withoul limilation (as applicable) the GDPR, Califomia Consumer Protection Act and the Personal lnformalion Protection and Electronic Documents Act as they may relate to this Agreement. ln addition, you agree to provide us with such assislance as we may reasonably require to fulfill our responsibilities under such privacy and secu-rity laws. 11.6 Pivacv of Students and Minors. You agree to comply with all applicable provincial, state and federal data privacy and security laws and regulations goveming students and other minors, including without limitation (as applicable) the personal lnformation Protection and Electronic Documents Act, Federal Educational and Privacy Rights Act .t,tZU.S.i. ,tZSZg, Children's Online Privacy Protection Act, New York Education Law Section 2{ and pdrt til of tfre Regulations of theCommissioner of Education and 15 U.S.C.65016502; Protection of Pupil Rights Amendment (as they;ay relate to thisAgreement. ln addition, you agree lo provide us with such assistance as we may reasonably require lo melt our responsibilities under such privacy and security laws. lf you are a U.S. School District or other rLgulated education instituiion, by entering intothis 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 Federal Educationaland Privacy Rights Act (FERPA) al'12 U.S.C. 12329 rights. c . .You are not hiring us to create Exchanges othea $an for the exdusive purpose of developing, evaluating or providingeducation products or services for students or schools.d. lf you ask us to collect information governed by the children's online Privacy protectrgn Act (coppA), that you arevalidly exercising consent on behalf of the parents of every student for which infonriation is piovioli.- - ' " -' 2022.04.26 Confidential Page 5 of 6 ThoughtExchange@ Subscription Agreement 12. GENERAL 12.'l zuh[giq. We may use your name, trademarks, and service marks to the exlent necessary to fullill our obligations under this Agreement and any Service Order or as othen ,ise expressly authorized in this Agreement or a Service Order. With your prior written consent we may use your name and trademark as a reference for marketing and promotional purposes on our website and in other communications with our existing and prospective customers. lf you subsequently do not want lo be listed as reference for the Subscription Services, you may send an email to legal@thoughtexchange.com stating that you do not wish to be identalied as a reference. 12.2 hsgIglgg. Each party, at its sole cost and expense, will maintain during the term of this Agreement insurance in the type and amount required by law and consistent with standard industry practices based on its business and the scope of this Agreement. Upon written request of a party, the other party will provide a certificate of insurance evidencing is insurance coverage. 12.3 Enlire Aoreement. 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 Seclions 4 through 12 shall survive termination of this Agreement. 12.4 Relationship of the Parties. ln providing Subscription Services to you, our relationship to you is that of an independent contractor. lt is not the intent of either party to create a relation of employment, partnership, agency or joint venture. Except as specilically set forth in the applicable Service Order, we will bear all expenses incuned in connection with the Subscription Services. 12.5 Aoolicable Law. This Agreement shall be goyemed by, and construed in accordance with, the laws ofthe State of Washington if you are a U.S. resident and if you are a Canadian or other non-U.S. resident, in accordance with the law of the Province of British Columbia, without reference to any conflict-of-laws principles. lf you are a U.S. resident, 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 oul 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. lf you are a Canadian or other non-U.S. resident, you inevoc€bly submit to the personal jurisdiction of the courts of the Province of British Columbia 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 foTum. 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 CONTMCT, TORT OR OTHERWSE) ARISING OUT OF, OR RELATING TO, THIS AGREEMENT. 12.6 Severabilitv. ln the event that any portion of this Agreemenl 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. 12.7 Waiver and Modifications: Assiqnment. 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. 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. This Agreement inures to the benelit of and is binding on our respective successors and assigns. 2022.O4.26 Confidentia Page 6 of 6