Stride Career Platform Agreement Terms
I. DESCRIPTION OF SERVICES:
Customer will be provided with access to the Stride Career Platform, including where applicable a limited, non-exclusive, nontransferable license, without sublicense rights, for the Period.
II. INTELLECTUAL PROPERTY:
A. Customer agrees that all courses, content, software, graphics, pictures, documents, licenses, designs, and materials, and any and all derivatives thereof (collectively, Works) made available to Customer pursuant to this Agreement are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws and Stride Career (or its Affiliates or licensors) own all right, title and interest in and to the Works. Customer agrees that it has no intellectual property interest or claims in the Works and has no rights to make any use of such Works except as expressly granted herein. Customer agrees not to sell, license, sublicense, modify, distribute, copy, transmit, publicly display, publicly perform, publish, or create derivative works from any of the Works. Customer will not act or permit any action that would impair any of Stride Career's (or its Affiliates' or licensors') rights in the Works. Customer agrees not to:
disassemble, reverse compile, reverse engineer or otherwise attempt to discover the source code of or trade secrets embodied in the Works (or any portion thereof);
use or transmit the Works in violation of any applicable law or regulation;
in any way access, use, or copy any portion of the Works (including the logic and/or architecture thereof and any trade secrets included therein) to directly or indirectly develop, promote, distribute, sell or support any product or service that is competitive with the Works; or
remove, obscure or alter any copyright notices or any name, logo, tagline or other designation of Stride Career or its Affiliates displayed on any portion of the Works. Customer shall not permit any third party to perform any of the foregoing actions and shall be responsible for all damages and liabilities incurred as a result of such actions. Customer acknowledges that in the event Customer breaches any provision contained in this paragraph, Stride Career’s interests will be irreparably injured, the full extent of Stride Career’s damages may be impossible to ascertain, and monetary damages will not be an adequate remedy. Customer agrees that Stride Career will be entitled to enforce this agreement by an injunction or other legal or equitable relief in any court of its choice without the necessity of posting bond or security, in addition to its right to seek monetary damages or any other remedy.
III. FERPA AND CONFIDENTIALITY:
A. If Customer is a public entity receiving federal Title I funds, Customer represents that Stride Career is a "school official" with a "legitimate educational interest" under the definitions of those terms set forth in the Customer's Family Educational Rights and Privacy Act ("FERPA") notification(s) to students and parents during the Period of this Agreement. Stride Career agrees to develop, implement, maintain and use appropriate administrative, technical or physical security measures to the full extent required by FERPA in order to maintain the confidentiality of "education records" as that term is defined by FERPA. Customer recognizes and agrees that for purposes of all applicable laws, Stride Career has a legitimate educational interest for purposes of Customer disclosing to Stride Career students' education records.
B. Regardless of whether Customer is a public entity receiving federal Title I funds, to the extent permitted by applicable law Stride Career or its affiliates may provide Customer with confidential information (as designated by Stride Career) required by Customer in writing for its internal use or reporting to regulatory authorities. Customer agrees to develop, implement, maintain and use appropriate administrative, technical or physical security measures to maintain the confidentiality of such confidential information.
IV. INFORMATION REQUIREMENTS:
Customer will provide Stride Career with all information reasonably required by Stride Career to provide the products, services, and licenses.
V. PUBLICITY:
During the Period of this Agreement, Customer hereby agrees that womenUP and Stride Career and its Affiliates shall have the right, but not the obligation, to list Customer as a customer in other materials promoting the content.
VI. WARRANTY:
Stride Career warrants that the services will be performed in a professional and workmanlike manner in accordance with commercially reasonable industry standards. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND STRIDE CAREER MAKES NO GUARANTEES AS TO THE RESULTS OR ACHIEVEMENTS OF THE STUDENTS. WITHOUT LIMITING THE FOREGOING, STRIDE CAREER MAKES NO GUARANTEES AND SHALL NOT BE LIABLE FOR OUTAGES OR OTHER NON-ACCESSIBILITY TO THE STRIDE CAREER WEBSITE, END-USER CONNECTION SPEED OR CONNECTIVITY PROBLEMS REGARDLESS OF THE CAUSE. STRIDE CAREER OFFERS NO WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCTS OR SERVICES PROVIDED PURSUANT TO THIS AGREEMENT. STRIDE CAREER DOES NOT WARRANT THAT USE OF THE SITE OR CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ERRORS WILL BE CORRECTED OR THAT IT WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Customer warrants that it is authorized to enter into this Agreement pursuant to the Terms.
VII. DISPUTE RESOLUTION:
A. The parties agree that they will use their best efforts to settle any and all disputes arising out of, under, or in connection with this Agreement, including without limitation the validity, interpretation, performance, and breach hereof, prior to initiating any legal proceeding, whether judicial or administrative in nature. The efforts shall be primarily between the President of Stride Career and the Superintendent of the Customer or their respective designees.
B. The laws of the Commonwealth of Virginia, without regard to its conflict of laws provisions, will govern all disputes arising out of or related to this Agreement, including the validity, enforceability, or construction thereof.
C. Each party submits to the jurisdiction of the state and federal courts located in the Commonwealth of Virginia for purposes of any action, suit, or proceeding arising out of or related to this Agreement and agrees not to plead or claim that any action, suit, or proceeding arising out of or related to this Agreement that is brought in such courts has been brought in an inconvenient forum.
VIII. TERMINATION:
A. Either party may terminate this Agreement at any time with ninety (90) days' prior written notice to the other party for any or no cause.
B. Termination of this Agreement does not relieve either party of any obligations that continue upon termination.
C. Upon termination, Stride Career will continue to provide end users with access to the Career Platform for the remainder of the applicable school year.
IX. INDEMNIFICATION AND LIMITATION OF LIABILITY:
A. Stride Career agrees to defend, indemnify, and hold harmless Customer and its employees, contractors, officers, and board members from and against any and all liabilities, claims, damages, injuries, judgments, demands, and expenses, including court costs and attorney's fees, that arise out of or in connection with any acts or omissions of Stride Career related to or arising from this Agreement (collectively "Claims") except to the extent that such Claims arise out of actions or omissions of Customer and subject to the conditions precedent that:
Customer provide written notice to Stride Career within thirty (30) days of its receipt of the Claim and
Customer permits Stride Career to assume the control and defense of the Claim with counsel selected by Stride Career. IN NO EVENT SHALL STRIDE CAREER’S LIABILITY TO CUSTOMER AND ITS EMPLOYEES, CONTRACTORS, OFFICERS, AND BOARD MEMBERS UNDER THIS AGREEMENT OR FOR ANY MATTER OR CAUSE OF ACTION ARISING IN CONNECTION HEREWITH EXCEED THE AMOUNT PAID BY CUSTOMER TO STRIDE CAREER HEREUNDER. IN NO EVENT SHALL STRIDE CAREER BE LIABLE TO CUSTOMER, WHETHER UNDER THEORY OF CONTRACT, TORT OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATION, LOST PROFITS OR LOST DATA), WHETHER FORESEEABLE OR NOT AND WHETHER STRIDE CAREER IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
B. To the extent permitted by law, Customer agrees to defend, indemnify, and hold harmless Stride Career and its Affiliates and all of their employees, contractors, officers, and board members from and against any and all liabilities, claims, damages, injuries, judgments, demands, and expenses, including court costs and attorney's fees, that arise out of or in connection with any acts or omissions of Customer related to or arising from this Agreement (collectively "Claims") except to the extent that such Claims arise out of actions or omissions of Stride Career and subject to the conditions precedent that:
Stride Career provide written notice to Customer within thirty (30) days of its receipt of the Claim and
Stride Career permits Customer to assume the control and defense of the Claim with counsel selected by Customer.
X. ENTIRE AGREEMENT AND ADDITIONAL TERMS:
A. This Agreement and the documents to which it refers form the entire Agreement between the parties with respect to the subject matter herein. Customer may not rely on any other documents, proposals, statements, or representations by any sales or service representatives or other parties, unless expressly contained herein.
B. By accepting this Agreement, Customer hereby agrees that any additional or different terms contained in Customer’s purchase order or other related documents (“Purchase Order”) shall be of no force or effect and shall not become part of this Agreement unless they are specifically accepted in signed writing by Stride Career. If Customer issues any Purchase Order, it shall be deemed solely for the administrative convenience of Customer and not binding on Stride Career, even if acknowledged or acted upon by Stride Career.
XI. MISCELLANEOUS:
A. A waiver of any part of this Agreement in one instance is not a waiver of any other part or any other instance;
B. If any part of this Agreement is held invalid or if the applicability of any part of this Agreement is held invalid to a particular set of circumstances for any reason, such holding or declaration shall not in any way affect or impair the remaining provisions or the application to a different set of circumstances;
C. Except as otherwise provided in this Agreement, neither party may assign or delegate any rights or obligations under this Agreement without the prior written consent of the other party and any such assignments shall be void and of no effect, except that Stride Career may assign all of its rights and obligations under this Agreement to any person or entity that controls Stride Career, is controlled by Stride Career, or is under common control with Stride Career or to any successor in interest that acquires all or substantially all of the assets of Stride Career;
D. This Agreement does not create any legal or equitable rights on the part of any third party, as a third-party beneficiary or otherwise;
E. Stride Career is not a division or any part of Customer. Customer is not a division or any part of Stride Career. Nothing herein is intended to be construed as or to create a partnership or joint venture by or between Stride Career and Customer;
F. Notwithstanding any other section of this Agreement, no party will be liable for any delay in performance or, except with respect to payment hereunder, inability to perform due to acts of God or due to war (declared or undeclared), riot, terrorism, civil war, embargo, fire, flood, explosion, sabotage, labor strike, internet outage or other acts beyond its reasonable control and unrelated to its fault or negligence;
G. Customer and all users of licensed products shall comply with the terms and conditions of the Terms of Use pertaining to the use of courseware, web sites and learning management systems, as such terms are set forth therein. Customer agrees that if Stride obtains consent from student end users, Stride may retain and use student end user’s data following student’s graduation from Customer or the student’s school;
H. All representations, warranties and indemnities made in this Agreement will survive termination of this agreement;
I. Stride Career will provide all services, licenses and materials under this Agreement either directly or in conjunction with its Affiliates. An "Affiliate" of Stride Career is an entity that controls, is controlled by, or under common control with, Stride Career and "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of an entity, whether through the ownership of securities, by contract or otherwise. Stride Career and its Affiliates shall be referred to collectively as Stride Career;
J. All written notices required by the terms of this Agreement will be sent to the Superintendent of the Customer at the address set forth above and to the General Counsel of Stride, Inc. at, before June 1, 2022, 2300 Corporate Park Drive, Herndon, VA 20171 and, on or after June 1, 2022 at 11720 Plaza America Drive, Reston, VA 20190 (and such addresses may be changed upon proper notice to such addressees). Notice may be given by either certified or registered mail, postage prepaid, return receipt requested, or reputable overnight carrier, postage prepaid and is deemed to have been given five days after mailing or, as to overnight delivery, on the date of personal delivery to the address stated thereon. Notice may be given by either certified or registered mail, postage prepaid, return receipt requested, or reputable overnight carrier, postage prepaid and is deemed to have been given three days after mailing or, as to overnight delivery, on the date of personal delivery to the address stated thereon.
