Contact Campus Management for additional information Phone: 561.923.2500 https://www.campusmanagement.com/ https://www.campusmanagement.com/about-us/privacy/
THIS AGREEMENT ( the “Agreement”) is entered into between Campus Management Corp. (“CMC”) and the party signing the Agreement (“Customer”).
“Ancillary Programs” means the applicable third party software delivered with the CMC Software and any related documentation.
“CMC Marks” means any trademarks, service marks, service or trade names, logos and other designations of CMC and its affiliates that CMC may make available to Customer in connection with this Agreement.
“CMC Proprietary Materials” means, collectively, the CMC SaaS, CMC Software, Documentation, APIs and any other system or technology used, owned or licensed by CMC or its affiliates in connection with the provision of the CMC SaaS, including, without limitation, any related communications/integration network designed, developed or implemented by CMC or its affiliates or licensors, and all software, proprietary elements, documentation, records and other trade secrets or know-how related to any of the foregoing, including, but not limited to, all copyrights, trademarks, patents, trade secrets and other intellectual property rights inherent therein or appurtenant thereto, and any modifications, enhancements, updates and upgrades thereto owned by CMC, its affiliates or licensors as of the Effective Date or thereafter created, designed or developed by CMC, its affiliates or licensors.
“CMC SaaS” or “CMC Software as a Service” means the CMC Software and the applicable related services specified in Exhibit A-1, made available and deployed to Customer as a cloud service.
“CMC Software” means the software applications owned or licensed by CMC and specified in Exhibit A-1 hereto made available by CMC for use by Customer as part of the CMC SaaS.
“Content” means data, text, audio, video, images or other content.
“Customer Data” means the data (including text, audio, video, and image files) contained within the CMC Software.
“Deliverables” means CMC work product identified as a “Deliverable” in a Statement of Work.
“Parties” means CMC and Customer collectively or individually a “Party”.
“Policies” means CMC’s written policies to the extent applicable (e.g., Acceptable Use Policy, E-mail and Anti-Spam Policies) all of which are posted by CMC.
“Term” shall have the meaning specified in Exhibit A-1.
“Third Party Products” means any software application used by Customer that is not licensed by CMC to Customer as part of the CMC SaaS that Customer must have and must license in order to use the CMC SaaS.
4.1 Technical Data and Information. Customer shall provide CMC with all technical data and all other information CMC may reasonably request from time to time to allow CMC to supply the CMC SaaS to Customer. All information Customer supplies will be complete, accurate and given in good faith.
4.2 Lawful Use; Policies. Customer will use the CMC SaaS for legitimate and lawful business purposes only and Customer agrees to adhere and cause its Users to adhere to the Policies.
4.3 Customer Relationship Manager. Customer will appoint a relationship manager to manage the relationship established by this Agreement
4.4 Connectivity. Customer agrees to provide the high-speed Internet and telecommunications connections and supporting equipment required by CMC to maintain connectivity between Customer’s remote location(s) and the CMC SaaS location and any single sign-on.
4.5 Third Party Products. The CMC SaaS requires components of Third Party Products. Customer represents and warrants that all Customer computers accessing the CMC SaaS have and will maintain current licenses of all Third Party Products in compliance with their applicable licensing requirements.
6.1 General. The pricing for the CMC SaaS and services (other than Professional Services) provided herein is set forth in Exhibit A-1. All prices are quoted in U.S. dollars and all payments made by Customer shall be in U.S. dollars. Customer will promptly pay, indemnify and hold CMC harmless from all taxes on the CMC SaaS, including transaction, local, value-added, sales and service taxes (including interest and penalties), other than taxes on the net income or profits of CMC.
6.2 Billing and Payment Dates. CMC will bill Customer for the CMC SaaS and Customer shall pay CMC in full on or before the 30th day following the date of the invoice. If Customer falls into arrears on payments, CMC may require Customer to maintain a deposit as a condition to CMC continuing to provide the CMC SaaS. Prices quoted for services do not include travel and out-of-pocket expenses. Customer shall reimburse CMC for all its expenses, including, without limitation, costs of travel. Any amount invoiced pursuant to this Agreement and not paid in full as required herein shall bear interest at the lesser of 1.5% per month or the highest rate allowed by applicable law, and shall be subject to reasonable costs and attorney's fees related to collection. Upon written notice, CMC reserves the right to suspend any or all services to delinquent accounts until such time as the account is brought current and Customer agrees to hold CMC harmless for any interruption of CMC SaaS arising from any payment delay.
8.1 Term. The term of the CMC SaaS and services (other than Professional Services) shall be as set forth in Exhibit A-1.
8.2 Termination. Either Party may terminate this Agreement or a SOW (a) with cause in the event the other party materially breaches its obligations under this Agreement or an SOW and fails to cure such breach within thirty (30) days after receipt of written notice from the non-breaching party; or (b) without notice, if the other Party becomes insolvent, makes an assignment for the benefit of its creditors, a receiver is appointed or a petition in bankruptcy is filed with respect to the Party and is not dismissed within sixty (60) days. Furthermore, the Parties acknowledge and agree that this Agreement is for the license of intellectual property that is subject to Bankruptcy Code Section 365(n), and that Customer shall be entitled to all rights thereunder in the event of a bankruptcy event. Early termination by Customer shall result in its surrender of pre-payments and require Customer to promptly pay the charges as set forth in Exhibit A-1.
8.3 Effect of Termination. Upon termination of this Agreement, Customer’s right to use and possess the CMC Proprietary Materials (and any Deliverables that have not been paid for in full) shall immediately cease, become void, lapse and be of no further force and effect, CMC will disable Customer’s access to the CMC SaaS and CMC will retain Customer Data in an SFTP server for a 30 day period following the expiration or termination of this Agreement so that Customer may, after CMC’s receipt of payment in full, extract Customer Data. Upon conclusion of such 30-day period, CMC will disable Customer’s access to the SFTP server and permanently erase the Customer Data.
9.1 Security. Customer shall: (i) keep, and cause its authorized users to agree to keep all passwords and system access information confidential in order to protect the integrity of the CMC SaaS and Customer Data; (ii) implement and maintain adequate privacy protections and security measures to comply with security and privacy laws and regulations; and (iii) not send personally identifiable information to CMC except by secure transfer and in a manner authorized by CMC.
9.2 Compliance with Laws. Customer, in the operation of its business and use of the CMC SaaS, shall remain at all times in compliance with all applicable and material federal, state and local laws, U.S. Department of Education rules and regulations and any applicable laws or regulations regarding Customer’s use of the CMC SaaS, including any agreements required by CMC for compliance with any privacy laws.
9.3 Use of Customer Data. By using the CMC SaaS, Customer: (i) consents to the processing and storing of Customer Data by CMC and its licensors; and (ii) agrees it will obtain any required consents from third parties under applicable privacy and data protection laws before providing any such personal information to CMC
10.1 Confidential Information. Neither Party nor any third party acting on its behalf will for any reason at any time use or disclose any proprietary information of the other Party, including, without limitation, relating to the processes, techniques, work practices, customers, prospective customers, suppliers, vendors, business practices, strategies, business plans, financial information, marketing, third party licenses, products, proprietary rights or trade secrets of the other Party (collectively the “Confidential Information”). In addition, the Parties acknowledge and agree that (i) the CMC Proprietary Materials and information provided in the course of performing maintenance and support services shall be deemed CMC's Confidential Information, and (ii) the proprietary data, including, but not limited to, student records, financial data, and personnel records, shall be deemed Customer's Confidential Information. Each Party shall use at least the same degree of care in safeguarding the other Party’s Confidential Information as it uses in safeguarding its own Confidential Information, but not less than due diligence and care, to prevent the theft, disclosure, copying, reproduction, distribution and preparation of derivative works of the other Party's Confidential Information. Either Party may disclose Confidential Information to its subsidiaries, and its subsidiaries’ employees, independent contractors, licensors of Ancillary Programs and advisors that have a need to know in the course of their assigned duties and responsibilities in connection with this Agreement, provided such Parties are bound by legally binding obligations to protect such Confidential Information in a manner consistent with this Agreement. The Parties acknowledge that CMC may be required to use or apply Customer's Confidential Information as reasonably required in order to perform under this Agreement, and CMC may retain and use residual knowledge (i.e., information retained in the unaided memory of personnel) provided CMC does not use or disclose any of Customer’s Confidential Information. Each Party shall promptly return or destroy any of the other Party’s Confidential Information upon termination of this Agreement.
10.2 Exceptions. Confidential Information does not include (i) information already known or independently developed by the Party receiving Confidential Information (the “Receiving Party”) without use or reliance on the Confidential Information of the Party disclosing Confidential Information (the “Disclosing Party”), as evidenced by records, (ii) information in the public domain through no wrongful act of the recipient, or (iii) information received from a third party who was not under a duty of non-disclosure.
10.3 Disclosure Required by Law. If the Receiving Party is required by a lawful order from any court or agency of competent jurisdiction to disclose Confidential Information of the Disclosing Party, the Receiving Party shall promptly notify the Disclosing Party of such order so that the Disclosing Party may take reasonable steps to limit further disclosure, including obtaining a protective order or other reasonable assurance that confidential treatment will be accorded to the Confidential Information. If, in the absence of a protective order, the Receiving Party is compelled as a matter of law to disclose Confidential Information, the Receiving Party will use reasonable efforts to disclose only the Confidential Information that is required by law to be disclosed.
10.4 Remedies. Confidential Information shall remain the sole property of the Disclosing Party or its respective licensor. In the event of a breach or threatened breach of this provision, the Disclosing Party shall be entitled to obtain preliminary injunctive relief, without posting bond, to prevent the use and disclosure of such Confidential Information, in addition to all other remedies available at law and in equity.
10.5 Term. The obligations in this Section 10 apply (i) for Customer Data, until deleted from the CMC SaaS, and (ii) for all other Confidential Information, for a period of five years after the Confidential Information is received, or the loss of trade secret status, whichever is later.
11.1 CMC Proprietary Materials. CMC, its affiliates and licensors own and reserve all right, title and interest in and to the CMC Proprietary Materials and CMC SaaS, including all improvements, enhancements, modifications and derivatives works thereof, and Customer will have no rights or interest therein, except for the limited license and use rights as expressly provided herein. CMC shall have a royalty-free, worldwide, perpetual license to use or incorporate into the CMC SaaS and Documentation any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or its Users relating to the operation of the CMC SaaS or Documentation. Without limitation of the foregoing, the Parties recognize that circumstances may arise in which CMC may develop, specifically on behalf of or in conjunction with Customer, certain new systems, software and communications capabilities, the ownership of which shall hereby be deemed to remain exclusively with CMC, except as otherwise may be expressly agreed upon by the Parties in advance and in writing. Nothing herein shall be construed to convey any title or ownership interest in the CMC Proprietary Materials, and Customer acknowledges and agrees that CMC retains all right, title and interest thereto. Upon the termination or expiration of this Agreement for any reason, Customer will, at CMC’s election, return such CMC Proprietary Materials in Customer’s control or possession to CMC, or certify to CMC that such CMC Proprietary Materials have been destroyed.
11.2 Restrictions. Customer shall not (and shall not permit any User, employee, contractor or other party) to: (i) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble or otherwise attempt to extract the source code of the CMC SaaS, CMC Software or any component thereof; or (ii) resell, sublicense or operate as a service bureau with respect to, the CMC SaaS, CMC Software or any component thereof.
11.3 Trademarks and Copyrights. Third parties retain trademark, copyright and other proprietary rights in and to third party’s Content or software. CMC retains all right, title and interest to CMC copyrights, and Marks.
11.4 Deliverables. Unless otherwise agreed in a Statement of Work, the Parties agree that CMC shall exclusively own all right, title and interest in and to all Deliverables.
(a) IN NO EVENT SHALL EITHER PARTY, ITS LICENSORS OR ITS AFFILIATES BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOST SAVINGS, PROFIT OR BUSINESS INTERRUPTION) EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY, ARISING OUT OF OR PERTAINING TO THE SUBJECT MATTER OF THIS AGREEMENT HOWEVER CAUSED OR ON ANY THEORY OF LIABILITY.
(b) NEITHER PARTY NOR ITS LICENSORS OR AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY FOR DAMAGES IN EXCESS OF THE TOTAL AMOUNT PAID PURSUANT TO THIS AGREEMENT FOR THE IMMEDIATELY PRECEDING TWELVE MONTHS.
(c) THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT BE CONSTRUED TO LIMIT CUSTOMER’S OBLIGATION TO PAY ANY FEES AND EXPENSES INCURRED PURSUANT TO THIS AGREEMENT OR SOW.
The free online CSS code beautifier takes care of your dirty code and strips every unwanted mess. Go to the CSS Cleaner to get started.