HomeMy WebLinkAboutPrescensce Learning Platform License Agreement FY21
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version FY2020-21
TELETHERAPY PROFESSIONAL DEVELOPMENT AND PLATFORM LICENSE AGREEMENT
This TELETHERAPY PROFESSIONAL DEVELOPMENT AND PLATFORM LICENSE AGREEMENT
(“Agreement”) is made and entered into as of the last signature date (the “Effective Date”), between
PresenceLearning, Inc., a company incorporated in Delaware (the “Licensor”) and Bonneville Joint School District
93 (the “Licensee”).
The Parties agree as follows:
1. DEFINITIONS. The following terms shall have the meaning set forth in this section.
“Authorized Users” or “Authorized User” means Licensee’s teachers and staff who are recruited, managed and
employed solely by Licensee, and for whom a license is purchased.
“Administrative Security” consists of policies, procedures, and personnel controls including security policies,
training, and audits, technical training, supervision, separation of duties, rotation of duties, recruiting and
termination procedures, user access control, background checks, performance evaluations, and disaster recovery,
contingency, and emergency plans. These measures ensure that authorized users know and understand how to
properly use the system in order to maintain security of data.
“Components” means all of the existing proprietary components of the Platform, including software or other
information and technology that is embodied in the Platform.
“Data Breach” is the unauthorized acquisition of PII. “Logical Security” consists of software safeguards for an
organization’s systems, including user identification and password access, authenticating, access rights and
authority levels. These measures ensure that only authorized users are able to perform actions or access
information in a network or a workstation.
“Documentation” means any written, printed or otherwise recorded or stored material that relates to the Platform,
including technical specifications, source code annotations, training and support materials, descriptions of the
principles of operation of source code, other instructions.
“Improvement” means any invention, modification, addition, derivative work, enhancement, revision,
translation, abridgment or expansion to or arising from a work, or any other form in which a work or any part
thereof, may be recast, transformed, or adapted.
“Library” means evidence-based and user-generated content library with 100K+ items and therapy playlists
using Licensor proprietary content.
“Licensee Property” means all text, content, images, video, music, drawings, documentation and other materials
of any kind posted, submitted, provided or otherwise made available by Licensee or an Authorized Users.
“Platform” means (a) the Licensor’s software application (in both source code and object code form), (b) the
Components, (c) the Documentation, and (d) Improvements or updates to the Platform, the Components or the
Documentation.
“Personally Identifiable Information (PII)” includes: a student’s name; the name of a student’s family; the
student’s address; the students’ social security number; a student education unique identification number or
biometric record; or other indirect identifiers such as a student’s date of birth, place of birth or mother’s maiden
name; and other information that alone or in combination is linked or linkable to a specific student that would
allow a reasonable person in the school community who does not have personal knowledge of the relevant
circumstances, to identify the student.
“Personal Information” and/or “PI” is information that can identify a specific individual.
“Physical Security” describes security measures designed to deny unauthorized access to facilities or equipment.
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“Service Order” means an ordering document, the first of which is included as Exhibit A. The terms of this
Agreement will be deemed to be incorporated in each applicable Service Order.
“Student Data” means data collected at the student level and included in a student’s educational records.
“Student User” or “Student Users” means the Licensee’s students currently enrolled at Licensee’s organization.
“Telehealth Institute” means proprietary self-guided training modules.
“Unauthorized Data Disclosure” is the intentional or unintentional release of PII to an unauthorized person or
untrusted environment.
2. SERVICES AND PLATFORM.
2.1. Teletherapy Essentials. Licensor will provide each Authorized User with (i) authorized attendance to one
90-minute live-online teletherapy and tele-assessment training session; (ii) one login to Telehealth
Institute; and (iii) ability to register for office hours with Licensor’s clinical experts.
2.2. Teletherapy Essentials + Psychoeducational Assessments. Licensor will provide each Authorized User
with (i) authorized attendance to one 2-hour live-online teletherapy and tele-assessment training session;
(ii) one login to Telehealth Institute; (iii) ability to register for office hours with Licensor’s clinical
experts; and (iv) and use of psychoeducational assessments, except for RIAS, made available through the
Platform.
2.3. Teletherapy Essentials – No Professional Development Included. Licensor will provide each Authorized
User with (i) unlimited access and use of the Platform; (ii) access to Library; (iii) access to speech-
language and OT evaluations; and (iv) Technical Support as set forth in Section 8.
3. LICENSE.
3.1. License Grant. During the Term, for each PresenceLearning Therapy and Assessment Platform license
purchased, Licensor grants to Licensee a limited, non-exclusive, revocable, non-sublicensable, non-
transferable, royalty-free, license to use and display the Platform by each of Authorized User and Student
Users. Unless provided by this Agreement, Licensee may not provide access, allow to use, or display the
Platform to any third-party, without express written permission from Licensor.
3.2. Safeguarding. Licensee shall establish, maintain, and enforce policies and procedures to safeguard and
protect the Platform and Licensor Property which are no less rigorous than reasonable standards relating to
Licensee’s confidential information and property. Licensee will be responsible for all acts and omissions
of its employees, representatives, affiliates, and Licensee’s third-parties (including their employees and
representatives) who have access to the Platform and Licensor’s Property.
3.3. Business Use. Licensee agrees that it will inform and instruct its Authorized Users that the use of the
Platform and Licensor Property are solely and exclusively to be used for the benefit of the Licensee
(“Business Use”). Authorized Users may not use the Platform and Licensor Property for personal or
independent business purposes. The use of Platform and Licensor Property for any other purpose than
Business Use will constitute cause for immediate termination to Platform access.
3.4. Ownership. Licensor will have and retain sole and exclusive ownership of, and all right, title and interest
in the Platform and Licensor Property.
3.5. Disclosure of Improvements and Developments. Unless otherwise provided in this Agreement, Licensor
will have no obligation to disclose to Licensee any Platform improvements or modifications.
3.6. Acknowledgements. Licensee acknowledges and agrees the Licensor is in the business of commercially
licensing the Platform or providing services relating to the Platform to third parties and that the Platform
may contain errors. LICENSOR SHALL NOT HAVE ANY DUTIES OR RESPONSIBILITIES UNDER
THIS AGREEMENT OTHER THAN THOSE SPECIFICALLY SET FORTH IN THIS AGREEMENT
AND NO IMPLIED OBLIGATIONS SHALL BE READ INTO THIS AGREEMENT. LICENSOR
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RETAINS ALL RIGHT, TITLE, AND INTEREST IN AND TO THE PLATFORM NOT EXPRESSLY
LICENSED UNDER THIS AGREEMENT.
4. RESTRICTIONS.
4.1. No Reverse Engineering. Licensee shall not itself (and shall ensure that Authorized Users and Student
Users do not): (i) translate, reverse engineer, decompile or disassemble the Platform or any Component, or
by any other method attempt to derive source code to the Platform or its Components; (ii) rent, lease, loan,
assign, transfer, share or resell the Platform; (iii) make the Platform available to third parties, without the
prior express written consent of Licensor; (iv) create derivative works based on the Platform, or use the
Platform for any purpose other than as provided for in this Agreement (including, without limitation,
altering any notices of intellectual property or other proprietary rights); or (v) make copies of the
Documentation or any pertinent documents, except for tangible copies of online documents made by
Licensee for Licensee’s internal use and Licensee agrees to use commercially reasonable efforts to prevent
any unauthorized copying Documentations or other intellectual property.
4.2. Sublicensing and Third Parties. Licensee does not have the right to grant a sublicense to the rights granted
in Section 3.
4.3. Misuse. If Licensee or its Authorized Users misuse the Platform in an illegal manner, or as listed in this
Section 4.3, Licensee may permanently lose access. Licensee and its Authorized Users may not
4.3.1. enable or allow others to use the Platform using Authorize Users Therapy Room or other account
information;
4.3.2. circumvent any access or use restrictions put into place to prevent certain uses of the Platform or
areas of the Platform;
4.3.3. engage in behavior that violates anyone’s Intellectual Property Rights. “Intellectual Property
Rights” means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair
competition, right of privacy, right of publicity, and any other proprietary rights;
4.3.4. Upload to the Platform and/or share any material that is unlawful, harmful, threatening, obscene,
violent, abusive, tortious, defamatory, libelous, vulgar, lewd, profane, invasive of another’s privacy,
hateful, or otherwise objectionable;
4.3.5. Use the Platform and/or share any of materials that sexualizes minors or that is intended to facilitate
inappropriate interactions with minors, or other users;
4.3.6. impersonate any person or entity, or falsely state or otherwise misrepresent their affiliation with a
person or entity;
4.3.7. attempt to disable, impair, or destroy the Platform;
4.3.8. upload, transmit, store, or make available any of materials that contains any viruses, malicious
code, malware, or any components designed to harm or limit the functionality of the Platform;
4.3.9. disrupt, interfere with, or inhibit any other user from using the Platform (such as stalking,
intimidation, harassment, or incitement or promotion of violence or self-harm);
4.3.10. engage in chain letters, junk mails, pyramid schemes, phishing, spamming, fraudulent activities, or
other unsolicited messages;
4.3.11. place an advertisement of any products or services in the Library; or
4.3.12. violate any laws.
5. TERM AND TERMINATION.
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5.1. Term. This Agreement shall commence on the Effective Date and continue until the earlier of (i) the date
upon which this Agreement is terminated in accordance with this Section and (ii) the last day any Service
Order that is in effect.
5.2. Service Order Term. The term of a Service Order shall commence and end on the date specified on the
applicable Service Order.
5.3. Termination by Licensor. Licensor, at its sole discretion, reserves the right to terminate this Agreement or
any Service Order immediately upon a material breach by Licensee. In such an event, Licensee will still be
liable for the fees under the Service Order.
5.4. Effects of Termination. Upon the expiration of the Service Order Term or Termination of this Agreement,
Licensee shall immediately lose access to the Platform.
6. FEE AND PAYMENT TERMS. Licensee shall pay all fees specified in each Service Order (the first of which
is Exhibit A) plus any applicable taxes. Fees are due and payable thirty (30) days from the date of execution of
this Agreement, except for the monthly usage fees. All fees are charged per user and are non-refundable.
Monthly usage fees will be charged in arrears, per user, for any month Licensee or Authorized Users access
and/or use the Platform. All monthly usage invoices will be due and payable thirty (30) days from date of
invoice. Licensor may, upon notice to Licensee, suspend Licensee’s access to the Platform until overdue
amounts are paid in full.
7. COMPUTER SPECIFICATIONS AND REQUIREMENTS. The Platform is a cloud application. The
following system requirements are needed by Authorized Users and Student Users:
7.1. Any computer with Dual core processor and 2 GB RAM;
7.2. Ability to support headset and mic;
7.3. A broadband internet connection with a minimum of 500 kbps (or higher) upload and download speeds of
1 mbps or higher preferred.
7.4. For more information Licensee should refer to https://www.presencelearning.com/tc/eq-spec/
8. TECHNICAL SUPPORT. Licensor will provide technical support on weekdays between the hours of 6:00 am
and 6:00 pm Mountain Standard Time (MST).
9. PROPRIETARY RIGHTS.
9.1. Licensor Property. Licensor owns all right, title and interest in the Platform. Licensor retains all rights and
title to all proprietary content in the Platform and Library, including therapy playlists and documents and
all Telehealth Institute content. Licensor retains all right, title and interest to any work product or other
intellectual property developed and/or created by Licensor on Licensor’s behalf in the Library. Intellectual
Property that is licensed to Licensor from a third party, such Intellectual Property will be included in the
Licensor Intellectual Property only to the extent that Licensor has the right to sublicense such Intellectual
Property to Licensee within the scope of the license granted hereunder.
9.2. Licensee Property. Licensee Property is and shall remain the sole and exclusive property of Licensee.
9.3. Licensor Use of Licensee Property. During the Term, Licensee grants to Licensor, solely to perform
Licensor’s obligations of this Agreement, a non-exclusive, royalty-free license to modify, display,
combine, copy, store, transmit, and otherwise use the Licensee Property. Further, by uploading permitted
materials to the Library an Authorized Users grants to Licensor a perpetual, non-exclusive, royalty-free
license to modify, display, combine, copy, store, transmit, and otherwise use the materials.
9.4. Content Restrictions. Licensee agrees not to use the Platform to store, display, or transmit content that is
deceptive, libelous, defamatory, obscene, racist, hateful, infringing or illegal, and to the extent Authorized
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Users exercise the rights granted to Licensee under this Agreement, Licensee represents and agrees that
Licensee will ensure that such Authorized Users will also comply with the obligations set forth in this
Agreement. Licensor takes no responsibility and assumes no liability for any Licensee Property that an
Authorized Users submits, displays, or otherwise makes available via the Platform.
9.5. Removal of Content. If Licensor determine in good faith, at its discretion, that any Licensee Property
could (i) pose a material security risk, (ii) be deceptive or perceived as libelous, defamatory, obscene,
racist, hateful, or otherwise objectionable, or (iii) give rise to (a) a liability, or (b) a violation of Law or the
terms or restrictions of the Agreement, then Licensor may remove the offending Licensee Property,
suspend an Authorized Users’ or Licensee’s use of the Platform, and/or pursue other remedies and
corrective actions.
9.6. Other Rights. Licensee grants to Licensor the limited right to use Licensee’s name, logo and/or other
marks for the sole purpose of listing Licensee as a user of the applicable the Platform in promotional
materials. Licensee can revoke this grant at any time with fifteen (15) days written request.
10. CONFIDENTIALITY.
10.1. Confidential Information. All information disclosed by one party to the other party during the Term of this
Agreement that is either identified in writing at the time of disclosure as confidential or that reasonably
should be understood to be confidential given the nature of the information and the circumstances of the
disclosure, whether in oral, written, graphic or electronic form, shall be deemed to be “Confidential
Information.”
10.2. Exceptions. Information will not be considered Confidential Information if the information is or was:
publicly available through no act or omission of the receiving party; in the receiving party’s lawful
possession prior to disclosure by the disclosing party and not obtained either directly or indirectly from the
disclosing party; lawfully disclosed to the receiving party by a third party without restriction on disclosure;
or independently developed by the receiving party without use of or access to the disclosing party’s
Confidential Information.
10.3. Nondisclosure. The parties agree, that during the Term and for a period of one year (or, as applicable, with
respect to Confidential Information that is a trade secret, indefinitely) after its termination, to hold each
other’s Confidential Information in confidence and not to disclose such information in any form to any
third party without the express written consent of the disclosing party, except to employees,
subcontractors, or agents (collectively, “Representatives”) who are under a written non-disclosure
agreement protecting the applicable Confidential Information in a manner no less restrictive than this
Agreement.
11. REPRESENTATIONS AND WARRANTIES.
11.1. Power and Authority. Licensor represents to Licensee that Licensor has the full right, power and authority,
including the necessary intellectual property rights, to enter into this Agreement.
11.2. Platform performance. Licensee agrees and acknowledges Licensee has verified the Platform’s necessary
specifications, performance, functionality, access to, and availability, and found it suitable for License’s
needs and requirements.
11.3. Uploaded Materials. Licensee, and on behalf of its Authorize Users, assert the party uploading materials to
the Library has all rights necessary to upload, share, and grant the rights for all the materials.
11.4. Safety of Platform. Licensor warrants to Licensee that Licensor has used commercially reasonable efforts
to prevent the introduction of, and to the knowledge of Licensor, or the Platform does not contain any
software viruses, time or logic bombs, trojan horses, worms, timers or clocks, trap doors or other
malicious computer instructions, devices or techniques.
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11.5. FERPA and HIPAA. Licensor represents to Licensee that the Platform is safe to use in an educational
setting and is FERPA and HIPAA compliant. However, Licensor will not receive from Licensee any
Student User records and therefore Licensee agrees it is solely responsible for any applicable compliance
with FERPA and HIPAA in regard to student and/or medical records.
12. DISCLAIMERS OF WARRANTIES. The Platform is provided ‘AS-IS’ and to the maximum extent
permitted by law, Licensor disclaims all warranties, express or implied, including the implied warranties of non-
infringement, merchantability, and fitness for a particular purpose. Further, Licensor disclaims any warranty
that the Platform will meet Licensee’s requirements or will be constantly available, uninterrupted, timely,
secure, or error-free. In addition, Licensor disclaims all liability for any actions resulting from Licensee’s use of
the Platform. Licensee understands that Licensee’s use and access to the Platform is at Licensee’s own
discretion and risk, and Licensee is solely responsible for any damage to computer systems or loss of data that
results from such use. If Authorized Users post or upload materials to the Library, Licensor is not responsible
for any loss, corruption, damage, deletion of the materials.
13. INDEMNIFICATION.
13.1. By Licensor. Licensor shall defend, indemnify and hold harmless the Licensee from and against any and
all losses asserted against, incurred, sustained or suffered by Licensee and/or the Representatives of
Licensee as a result of, arising out of or relating to a claim that the Platform or any Licensor’s intellectual
property as delivered to Licensee infringes or misappropriates the intellectual property of any third party.
13.2. By Licensee. Unless prohibited by state law or regulations, Licensee will defend, indemnify and hold
harmless the Licensor from and against any and all losses incurred, sustained or suffered by Licensor as a
result of, or arising out of, or relating to any third party lawsuit or proceeding brought against Licensor due
to: (i) Authorized Users’ posted and uploaded content, (ii) Licensee or Authorized Users’ illegal behavior
or conduct; (iii) Licensee’s, Authorized Users, and/or Student Users’ use of the Platform or Licensor
Property in any manner inconsistent with or in breach of the Agreement; and/or (iv) any claim alleging
facts that would constitute a breach of Licensee’s representations and warranties made in this Agreement.
14. LIMITATION ON LIABILITY.
14.1. DAMAGE DISCLAIMER. EXCEPT AS PROVIDED BELOW IN THIS SECTION 14, IN NO EVENT
SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL,
PUNITIVE, OR SPECIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION,
DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS
INFORMATION, AND THE LIKE, ARISING OUT OF THIS AGREEMENT, EVEN IF SUCH PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.2. GENERAL DAMAGE CAP. EXCEPT AS PROVIDED ELSEWHERE IN THIS AGREEMENT, IN NO
EVENT SHALL LICENSOR BE LIABLE IN THE AGGREGATE FOR ANY DAMAGES OR LOSSES
IN EXCESS OF THE GREATER OF THAN THE AMOUNT LICENSEE PAID FOR THE
PLATFORM/SERVICES DURING A THREE-MONTH PERIOD PRECEDING THE EVENT GIVING
RISE TO THE LIABILITY. THESE LIMITATIONS APPLY TO THE MAXIMUM EXTENT
PERMITTED BY LAW EVEN IF (A) A REMEDY DOES NOT FULLY COMPENSATE LICENSEE
FOR ANY LOSSES; OR (B) LICENSOR KNEW OR SHOULD HAVE KNOWN ABOUT THE
POSSIBILITY OF DAMAGES.
15. STUDENT DATA PRIVACY AND SECURITY. PresenceLearning covenants and represents as follows: (i)
PresenceLearning agrees that all information regarding Services, including, but not limited to, the student’s
identity and the nature of services rendered, shall be confidential and comply with all federal and state laws; (ii)
PresenceLearning represents and warrants that it has in place Administrative Security, Physical Security, and
Logical Security controls to protect from a Data Breach or unauthorized data disclosure; (iii) PresenceLearning
agrees to restrict access to Personally Identifiable Information (PII) to only authorized staff who require such
access to perform their assigned duties; (iv) PresenceLearning shall not use Student Data and PII for secondary
uses including, but not limited to, sales, marketing, or advertising in any manner other than in an anonymized
and aggregate format; (v) PresenceLearning agrees to indemnify and hold harmless the School District from any
liability arising out of noncompliance with state and federal law regarding Student Data Privacy and Security;
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and (vi) PresenceLearning represents and warrants that it has an appropriate records retention schedule and/or
policy for the destruction of data.
16. PENALTIES FOR PRESENCELEARNING’S FAILURE TO COMPLY WITH STUDENT DATA
PRIVACY AND SECURITY. Penalties in case of non-compliance by PresenceLearning with state and federal
law or its covenants and representations regarding Student Data Privacy and Security, as set forth in this
Agreement, will be assessed at the reasonable discretion of School District’s Board of Trustees and may
include, but are not limited to: (i) Immediate termination of any contracts with the School District without cause
and for convenience, without recourse by PresenceLearning; (ii) a two-year ban on PresenceLearning’s ability
to contract and provide services to the School District; and (iii) any other sanction the School District’s Board
of Trustees deems proper and appropriate under the circumstances.
17. MISCELLANEOUS.
17.1. Compliance with Laws. Each party shall comply with all laws, rules and regulations, if any, applicable to
it in connection with the performance of its obligations under the Agreement.
17.2. Competitors. Licensee agrees to not share or make available the Platform or Licensor Property to a
competitor of Licensor.
17.3. Survival. Upon the expiration or termination of this Agreement, all access to the Platform may cease
without prior notice. Sections 4.1, 9.1, 10, and 12-14 will survive expiration or termination of this
Agreement.
17.4. Amendment and Modification. Any amendment and modifications to this Agreement must be in writing,
reference the Agreement, and be executed by both parties.
17.5. No Third-Party Beneficiaries. The Agreement is not intended to benefit, nor shall it be deemed to give
rise to, any rights in any third party.
17.6. Assignment. Licensee shall not assign or otherwise transfer its rights or delegate its obligations under the
Agreement, in whole or in part, without the prior written consent of Licensor; and any attempt to do so
will be null and void. Licensor may assign or transfer its rights to a third party due to a merger,
consolidation, change of control, sale of all or substantially all of a party’s securities or assets, contract,
management agreement, or otherwise.
17.7. Force Majeure; Transmissions. Neither party shall be liable for failing or delaying performance of its
obligations (except for the payment of money) resulting from any condition beyond its reasonable
control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood,
epidemics, pandemics or other acts of God, labor conditions, power failure, and Internet disturbances.
Licensor will not be responsible for receiving data, queries or requests directly from Authorized Users,
Student Users or any other third party, or for the transmission of data between Authorized Users or
Student Users and the Platform.
17.8. No Waiver. The failure to require performance of any provision shall not affect a party’s right to require
performance at any time thereafter; nor shall waiver of a breach of any provision constitute a waiver of
the provision itself.
17.9. Notices. All notices relating to this Agreement must be in writing, sent by postage prepaid first-class
mail, courier service, or via email: To PresenceLearning, Inc., 530 Seventh Ave, Suite M1, New York,
NY 10018, Attn: Legal Department or via email at legal@presencelearning.com. To Licensee: Notices
will be sent to the address provided to Licensor, or by other legally acceptable means.
17.10. Independent Contractors. The parties are and shall remain independent contractors and nothing in this
Agreement shall be deemed to create any agency, partnership, or joint venture relationship between the
parties. Neither party shall be deemed to be an employee or legal representative of the other nor shall
either party have any right or authority to create any obligation on behalf of the other party.
17.11. Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof,
shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in
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accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration proceedings shall be
confidential and conducted in the English language before a single neutral arbitrator to be selected by
AAA. The place of arbitration shall be mutually agreed upon, otherwise in Idaho.
17.12. Entire Agreement. This Agreement, any Exhibits, and applicable Service Orders constitutes the entire
agreement between the parties with respect to the subject matter and supersedes all other prior
agreements and understandings, both written and oral, between the parties.
17.13. Governing Law. This Agreement and all disputes or controversies arising out of or relating to this
Agreement are governed by the law of the state the Licensee is located.
17.14. Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original but all of which together shall constitute one and the same
instrument and shall become effective when one or more counterparts have been signed by each of the
parties and delivered to the other party. A facsimile, PDF or other electronic signature of this Agreement
shall be valid and have the same force and effect as a manually signed original.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
PresenceLearning, Inc.
Licensee
By: __________________________________
Name: ________________________________
Title: _________________________________
Date: _________________________________
By: __________________________________
Name: ________________________________
Title: _________________________________
Date: _________________________________
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special education director
2020-09-15
Julian Duffey
2020-09-15
Jack Phillips
Vice President, Customer Success
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EXHIBIT A - SERVICE ORDER
This Service Order is incorporated and made part of the Teletherapy Professional Development and Platform License
Agreement (“Agreement”) between PresenceLearning, Inc., (“Licensor”) and _Bonneville Joint School District 93
____ (“Licensee”). In the event of a conflict between this Service Order and the Agreement, the terms and conditions
of the Service Order will prevail.
Service Order Term: August 1, 2020 - June 30, 2021_
Licensee Primary Contact Information PresenceLearning Contact Information
Name Julian Duffey Name: Sarah Finney
Address: 3497 N Ammon Road Address: 530 Seventh Avenue, Suite M1
City, State, Zip: Idaho Falls, ID 83401 City, State, Zip: New York, New York 10018
Email: duffeyj@d93.k12.id.us Email: sarah@presencelearning.com
Services/Product Quantity/User Per User Fee Subtotal
Teletherapy Essentials
includes access to Presence Learning Therapy and Assessment
Platform during the Service Order Term
1 $600.00 $600.00
Teletherapy Essentials + Psychoeducational Assessments
includes access to Presence Learning Therapy and Assessment
Platform during the Service Order Term
0 $600.00 $0.00
Teletherapy Essentials
includes access to Presence Learning Therapy and Assessment
Platform during the Service Order Term – No professional
development included
2 $200.00 $400.00
$1,000.00
Platform Usage Fee
Platform Usage Fee will be charged, per user, only for the month(s) in which a user accesses the Platform beginning
in the second calendar month of the Service Order Term.
Platform usage fee for Teletherapy Essentials: $100 per user per month of usage
Platform usage fee for Teletherapy Essentials + Psychoeducational Assessments: $450 per user per
month of usage
Changes to Quantity
Additional users or products may be purchased under this Service Order through an email from Licensee to
PresenceLearning Contact set forth above, stating the number of additional users or products being purchased.
Prices set forth in this Service Order do not include tax. Tax, if applicable, will be included in the invoice sent
by PresenceLearning to Licensee.
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