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Home My WebLink AboutPresence Learning 2017-18PresenceLea rn ing Service Order Form Customer Name and Contact lnformation Name: Bonneville Joint School District 93 Address: 3497 N. Ammon Road ldaho Falls, lD Customer Primary Point of Contact Na me: Email Address: Customer Secondary Point of Contact N ame. Email Address: PresenceLearni ng Contact lnformation Name. Sarah Finney Email Address. sarah@ presencelea rning. com O Pt"t"ncelearning Bonnoville Joint School District 93 71112017 Prcs.n6lcaming 4l5.5lZSm I wuw,prcemcdorning,corn lgl Xorrgomry St SrIt. Ztm I S.n ftand3co, CA gf PresenceLearning Service Order Minimum Fees per Service Order S35875000 Service Contracted Cost per Total Cost Students Student Service per Service Speech Language Patho ogy Occu pational Therapy Behavroral and l\4enta Health Assessments SLP/OT Assessmenls BiIngua I SLP/OT Assessments Behavrora Assessments Review of Records Screenings Psych oed u catio n a I Assessments Evaluation Coordinatron and Reportrng Review of Records by a School Psychologist Standa rd Cognitive Battery Standard Neu ro Processing Battery Cognitive Select lndex Neuro Processing Select lndex Standard Ach ievement Battery Achievement Selected lndex Rating Scale Assessment Classroom Observation Additronal Requested l\,4eetings Trauma or Threat Assessment 250 PresenceLearning Service Order Addiiional Terms 3. lnflation Adjustment. Removed. 6. Limitation of Liability. ln no event will PresenceLearning be lrable for any incidental damages. consequentral damages, or any losl profits arising from or relating to thrs Agreement or to the Services, whether in contract or tort or olherwise, even if PresenceLearning knew or should have known of the possibility of such damages. PresenceLearning's cumulative liabrlity relating to this Agreement wrll not exceed the actual fees paid by Customer to PresenceLearnrng durng the schoo year tor three (3) months immed ately precedrng the date on which a claim ls made: provided that such amount shall under no circumstances exceed $10.000. Customer acknowledges that the Agreement reflects an adequate and acceptable allocat on ol r sk and that in the absence of the [orego ng limitations PresenceLearning would not enter nto the Agreement. Other than with respect to (i) infringement or misappropriation of PresenceLearning s rntellectual property rights pursuant to section 3 hereof, (ii)the parties indemnif cation obligat ons pursuant to section 4 hereof (iii) Customer s obligation to pay fees when they become due in accordance wilh section 2 hereof. and (iv)breach of confidentiality by Customer pursuant to section 10, Customer's cumulatrve liability relalrng to thrs Agreement will not exceed the actual fees pa d by Customer to Presencelearning during the school year for three (3) months mmediately preced ng the date on whlch a claim s made. provided that such amount shall under no crrcumslances exceed S10.000. 7. Non-Solicitation. C ustomer shall not, duflng the term of the Agreement and for one (1 ) year thereatter, d rect y or ind rectly solrcit. nduce. or attempt to nduce any PresenceLearnrng ernployee or contractor wrlhout PresenceLearning s pflor written consenl 10. Confidentiality Customer understands that it may receive confidential and proprietary rnformation relating to PresenceLearning's business. Customer agrees that the PresenceLearning proprietary rnformation is confidential and is the sole. exclusive and extremely valuable property oF PresenceLearning. lt is understood and agreed thal money damages would not be a sufflcienl remedy for any Custorneas breach of confrdent a ity and that PresenceLearning shall be entitled to specific performance including. wrthout lm tation. injunctive relief. as a remedy for any such breach by Customer n any court of competent jurisdiclron. Such remedy shall not be deemed to be lhe exc usrve remedy ior breach of confidentia ty but shall be rn addition to all other remedies available at law or equ ty. Presencelearn ng acknowledges rts obligation to comply with al federal and state laws regarding pnvacy applicable to Servrces provided pursuant to this Agreement, rncluding, but not limrted to, the Family Educational Rights and Privacy Act (FERPA) and the ldaho Student Data Accessibrlrty. Transparency. and Accountability Act of2014 (ldaho Data Accountability Act) ldaho Code Sectron 33-133. PresenceLearnrng is prohibited from disclos ng any information obtarned as a result of rendering Serv ces to any indivrdual not authorized and directed by customer. or without the consent of the parent/guardian or the student f 1B years of age or older. a\ P「esenceLearning PrcscnccLcerning 415.512.00q, I wwu.prcamcClrningcom lm Uonagem.ry ttr Suitc 2000 | San Frandsco, CA STUDENT DATA PRIVACY AND SECURITY: PresenceLearning covenants and represenis as follows: (i) PresenceLearning agrees that all information regarding Servrces. rncluding bul not llmited to, the student s rdentrty and the nature of services rendered, shall be confidential and comply with all federal and state lawsi (ij) Presencelearning represents and warrants that it has in place Administrative Security, Physical Security, and Logical Security controls to protect from a Data Breach or unauthonzed data disclosure. (i i) PresenceLearning agrees to restrict access to Personally ldentifiab e lnformation (Pll)to only authoflzed stalf who require such access to perform their assigned dulres: (iv) Presen celea rn ing shall not use Student Data and Pll for secondary uses inc udrng. but not lim ted to sales marketing. or adveltisrng in any manner other than rn arl a nonymized and aggregate format: (v) PresenceLe a rn ing agrees to indemnify and hold harm ess the School District from any liability arising out of noncompliance with state and federa law regarding Student Dala Privacy and Security: and (vr) PresenceLearnrng represents and warrants that t has an appropriate records retention schedule and/or policy for the destruction of data. PENALTIES FOR PRESENCELEARN ING S FAILURE TO COIVPLY WITH STUDENT DATA PRIVACY AND SECURITYT Penalties in case oI non-compliance by PresenceLearnrng with state and Federal law or rts covenants and representations regarding Student Data Privacy and Security. as set forth n this Agreement. will be assessed at the reasonable discretion of School District s Board of Trustees and may include. but are not iimited to: (i) lmmedlate terminat on of any contracts with the School Drstrict without cause and for conven ence !! thout recourse by PresenceLearnrng: (ii) a two-year ban on PresenceLearning s ability lo contract and provide services to the School District; and (il ) any other sanctron the School Distflct s Board of Trustees deems proper and appropriate under the circumstances. DEFINITIONS "Administrative Security" consists of policies. procedures. and personnel controls including security policies, training. and audits. techn cal training. supervisron. separation of duties. rotation of duties. recruiting and termrnation procedures. user access control. background checks. performance evaluatrons and disaster recovery. contingefcy and emergency plans. These measures ensure that authorized users know and understand how to properly use the system rn order to ma ntain security of data. 'Data Breach is the unauthoflzed acquisition of Pll. Logical Security consists of software safeguards for an organrzation s systems. including user rdentification and password access. authenticating. access rights and authority levels These measures ensure that only authoflzed users are able to perform actions or access information rn a network or a workstation ''Personally ldentifrable lnformation (Pll) includes: a student s name: the name of a student s fanr ly: the student s address: lhe students socia security number: a student educat on unique identification number or brometric record: or other indirect identrfrers such as a student's date of b rth, place of birth or mother s matden name, and other information that aione or in combinatron rs linked or Inkable to a speciFrc student that would allow a reasonable person in the school community who does not have personal knowledge of the relevant c rcumstances. to rdentify the student. "Physrcal Security describes security measures desrgned to deny unauthorized access to facilities or equipment. -Student Data means data collected at the student Level and rncluded in a student s educational records. Unauthorized Data Disclosure is the ntentional or unrntentional release of Pll to an unauthorized person or untrusted environment 12. Govern ing Law Thrs Agreement wjll be governed by the laws of the State of ldaho (without giving effect to any conflict of laws onncrples that provrde For the application of the law of another ju sdiction). PresenceLea rn ing PrascneLcrang 415.512.90fl1 | www.prcsencCcanringeovr 180 lorrgomcry St Suftc AXfo I San Frdidsco, CA IDI A2A39C2A‐E35A4B 17. Arbitration Any controversy or clarm arising out oF or relating to this Agreemenl. or the breach thereof. shall be settled by arbitration adminrslered by the American Arbitration Assocration ( AAA') in accordance with its Commercial Arb tration Rules and judgment on the award rendered by the arbitrato(s) may be entered in any court having luflsdiction thereof The arbrtration proceedings shall be confrdentral and conducted rn the English language before a single neutral arbitrator lo be selected by AAA. The place of arbrtration shall be ldaho Falls, ldaho. other lhan claims related to collection of fees due by Partner for Services rendered. whrch may be brought in any court of relevant juflsdictron. The parties agree to be bound by the terms of the Presencelearning lvlaster Services Agreement ("MSA") available at https;//www. presencelearnrng.com/tc/flat-ratel which is incorporated herein by reference. This Service Order and the MSA togelher constitute the entire agreement between PresenceLearnrng and Customer governing the services and producls referenced above (the "Agreement ). to the exclusion of al other lerms. To the extent there is any conflict between this Service Order and the MSA, this Service Order shall govern. The signatory below represents that he or she has the authonty to bind Custorner to the terms of this Agreement. The terms of this Service Order are PresenceLearning confidential information lN WITNESS WHEREOF. the Parties hereto have caused this Agreement to be executed as of July 1 . 2017 ("Effective Date") PresenceLearning, lnc.町曜颯 Name Jack Philllps T∥e: vP, customer success Datel 2017-07-11 Custome「町多たノタ〃 μの ζ´ク″zえノンピ5'イスをRを=セ Fぉく 7//グア Name υ こ`″´″ Tte: ″イノ