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”).

  1. Definitions

 “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.

  1. Use of the CMC SaaS. During the applicable Term, Customer hereby subscribes for, and CMC hereby grants to Customer, a non-transferable, non-exclusive, limited license for the Users to access and use the CMC SaaS via the Customer-supplied Internet connection or proprietary telecommunications line(s) with respect to the Users. Customer is hereby granted rights to use the Ancillary Programs, as applicable, subject to all other limitations and conditions herein and as may be specified in Exhibit A-1. 
  2. SCOPE OF SERVICES. CMC will deploy and administer the CMC SaaS. Exhibit A-1 specify the applicable services, including any upgrade and support service that are available as part of the CMC SaaS.
  3. Customer’s Obligations

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.

  1. TERMS AND CONDITIONS APPLICABLE TO PROFESSIONAL SERVICES. The Parties shall enter into a statement of work (“Statement of Work” or “SOW”), which terms shall apply along with the applicable terms of this Agreement, for implementation, integration and/or other services mutually agreed upon, as applicable (“Professional Services”). The Statement of Work shall specify whether Customer shall pay (i) hourly rates, as set forth in the non-binding estimate of labor costs for Professional Services performed on a time and materials basis, or (ii) fixed fees. CMC shall invoice Customer for Professional Services as set forth in the Statement of Work. Travel and expenses shall be invoiced and Customer shall pay CMC within thirty (30) days of the date of invoice.
  1. Fees, Payment and Taxes

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.

  1. Temporary Suspension. CMC may suspend Customer’s right to access or use any portion of, or all of the CMC SaaS, immediately upon notice to Customer if: (a) Customer’s use of the CMC SaaS (i) poses a security risk to the CMC SaaS or any third party; (ii) may adversely impact the CMC SaaS or any other CMC customer; (iii) may subject CMC, its affiliates or any third party to liability; (iv) may be fraudulent; or (v) violates Policies; (b) suspension is required by law, or pursuant to CMC’s receipt of a subpoena, administrative order or other request by a law enforcement agency; (c) Customer is in breach of this Agreement
  2. Term and Termination

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. 

  1. 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

  1. Confidential Information

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.

  1. Intellectual Property

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.

  1. DISCLAIMER OF WARRANTIES. CMC AND ITS AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. CMC DOES NOT GUARANTEE THAT THE CMC SAAS WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS. NEITHER CMC NOR ITS AFFILIATES OR LICENSORS HAVE ANY DUTY TO REVIEW, EDIT, SCREEN, PUBLISH OR REMOVE ANY CUSTOMER DATA EXCEPT AS STRICTLY REQUIRED BY APPLICABLE LAW. CUSTOMER ACKNOWLEDGES THAT CMC DOES NOT CONTROL OR MONITOR THE TRANSFER OF DATA OVER THE INTERNET, AND THAT INTERNET ACCESSIBILITY CARRIES WITH IT THE RISK THAT CUSTOMER’S PRIVACY, CONFIDENTIAL INFORMATION AND PROPERTY MAY BE LOST OR COMPROMISED.
  2. LIMITATION OF LIABILITY.

 (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.

  1. Indemnification. Customer shall indemnify, defend and hold harmless CMC and its affiliates and licensors, and each of its respective officers, directors, employees, agents, independent contractors, successors and assigns from and against liability for any third party claims based on: (i) Customer’s use of the CMC SaaS in violation of applicable law, this Agreement or any Documentation; or Customer’s unauthorized access to or disruption of any service, data, account or network in connection with the use of the CMC SaaS; (ii) any Customer Data; (iii) the alleged infringement or misappropriation of third party rights by Customer Data; or (iv) bodily injury, death and tangible property damage resulting from the grossly negligent or willful acts or omissions of its officers, agents, employees or representatives acting within the scope of their work. The indemnified party shall promptly notify the indemnifying party of any claim, but the indemnified party’s failure to promptly notify the indemnifying party will only affect the indemnifying party’s obligations to the extent that the indemnified party’s failure prejudices the indemnifying party’s ability to defend the claim. The indemnifying party may: (i) use counsel of its choice; (ii) settle the claim as the indemnifying party deems appropriate; and (iii) assume control of the defense and settlement of the claim; provided, any settlement of a claim will not include a financial or specific performance obligation on, or admission of liability by the party against whom the claim is brought. The indemnified party shall provide the indemnifying party with necessary assistance in the defense (at indemnifying party’s expense).
  2. Disputes; Choice of Law. Any controversy or claim, whether based on contract, tort or other legal theory, arising out or relating to this Agreement, shall be maintained exclusively in the jurisdiction and venue of the courts sitting in and for Palm Beach County and the Southern District of Florida. The prevailing Party shall be entitled to reimbursement of reasonable attorneys' fees and costs. The Parties expressly waive right to trial by jury. This Agreement shall be governed by and construed in accordance with the substantive laws of Florida, without regard to conflict of laws principles. The Parties expressly opt out of the application of the UN Convention on the International Sale of Goods.
  3. Independent Contractor Status. Each Party and its personnel are independent contractors in relation to the other Party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the Parties.
  4. Export Laws; U.S. Government Licensing. Customer shall comply with all export and import laws and regulations of the United States and such other governments as are applicable. Customer hereby certifies that it will not directly or indirectly, export, re-export, or transship software or related information, or media in violation of United States laws and regulations. With respect to the procurement of any CMC SaaS or CMC Software (or any Ancillary Programs) by or for the U.S. Government, any software provided in connection with the CMC SaaS is commercial computer software. To the extent applicable, the use, duplication, or disclosure by the Government is subject to restrictions as set forth in this Agreement and are licensed with “Restricted Rights” as provided for in FAR 52.227-14, FAR 52.227-19(c), DFAR 252.227-7013, and other agency data rights provisions, as applicable. Customer is responsible for ensuring that copies are marked with a restricted rights notices and legends. CMC reserves all rights not expressly granted to Customer.
  5. Promotional Materials. CMC may use Customer’s name and reference the existence of this Agreement and ancillary agreements (without referencing detailed terms and pricing) in marketing materials and presentations.
  6. Miscellaneous. This Agreement constitutes the entire and exclusive agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications, whether written or oral. This Agreement may be modified or amended only by the mutual written agreement of the Parties. Notices sent to either Party shall be effective when delivered in person, sent by overnight courier, or transmitted by fax machine with printed confirmation page (if delivered after 5:00 p.m. recipient's local time, then effective the next business day), one (1) business day after being sent by overnight courier, or two (2) business days after being sent by first class mail postage prepaid to the address on the first page hereof. Neither Party shall be liable for any delay in performing its obligations under this Agreement, if such delay is caused by circumstances beyond the Party’s reasonable control, including without limitation, any acts of God, war, terrorism, floods, windstorm, labor disputes, change in laws or regulations, public health risks or epidemics, or delay of essential materials or services. In the event a non-performance or a delay in performance of obligations under this Agreement is due to a force majeure event, the period of performance shall be extended by the delay due to such event and any additional time that the Parties may mutually agree is necessary for the remobilization of personnel and resources. However, the Party not affected by the force majeure shall have the right to terminate this Agreement without penalty if the Party affected by the force majeure event is unable to resume full performance within thirty (30) days of occurrence of the event.

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