Tallo Agreement Terms

I. PERIOD:

The period of this Agreement is as specified in the Order ("Period"). Following the Subscription Period, this Agreement will automatically extend for successive additional Subscription Periods of one (1) year (each such period a "Renewal Period"), unless (a) either party provides the other with written notice of non-renewal at least six (6) months before the expiration of the then-current Subscription Period or Renewal Period (as applicable); (b) the Agreement is sooner terminated under the section labeled Termination; or (c) the Customer (as defined in the Order) provides Stride Career LLC (“Tallo”) with written notice of nonrenewal as set forth under the section of these Tallo Agreement Terms labeled Price And Payment.

II. DESCRIPTION OF SERVICES:

Customer will be provided with access to the Tallo platform, including where applicable a limited, non-exclusive, nontransferable license, without sublicense rights, for the Period and Renewal Period (if any).

III. PRICE AND PAYMENT:

The prices and billing terms for the products, services, and licenses will be as set forth on the Order, except as set forth herein. Invoices shall be submitted to Customer by Tallo or its Affiliates, and full payment of such invoices shall be due by Customer no more than thirty (30) days from Customer’s receipt of an invoice. Notwithstanding anything contained in this Agreement, if full payment is not timely received, Tallo, in its sole discretion, may cease the provision of any or all products, services, and licenses. Customer agrees to pay interest at one and one-quarter percent (1.25%) per month on any unpaid balance from the due date. If Customer wishes to dispute any charge invoiced to Customer by Tallo or its Affiliates, Customer must submit a good faith claim regarding the disputed amount, in a format clearly delineated to coincide with the format of the disputed invoice and with documentation as may reasonably be required by Tallo and its Affiliates to support the claim no later than ninety (90) days after the date of the invoice. Tallo reserves the right to change the prices set forth in any Order no more often than once per Renewal Period (if any). Tallo will provide written notice of any price increase to Customer at least ninety (90) days prior to the start of the Renewal Period (if any) for which it would be applicable. Customer may, in its sole discretion, terminate the Agreement within thirty (30) days of such notice. Such termination will be effective at the end of the then-current Period or Renewal Period (if any).

IV. TAXES:

Customer represents that it is exempt from sales and use taxes imposed by the state and local governmental divisions in which it is located. Customer must provide Tallo with Customer's exemption certificates or other proof of Customer tax-exempt status reasonably acceptable to Tallo.

V. INTELLECTUAL PROPERTY:

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 Tallo (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 Tallo'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 Tallo 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, Tallo’s interests will be irreparably injured, the full extent of Tallo’s damages may be impossible to ascertain, and monetary damages will not be an adequate remedy. Customer agrees that Tallo 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.

VI. CONFIDENTIALITY:

To the extent permitted by applicable law Tallo or its affiliates may provide Customer with confidential information (as designated by Tallo) 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.

VII. INFORMATION REQUIREMENTS:

Customer will provide Tallo with all information reasonably required by Tallo to provide the products, services, and licenses.

VIII. PUBLICITY:

During the Period of this Agreement, Customer hereby agrees that Tallo and its Affiliates shall have the right, but not the obligation, to list Customer as a customer in other materials promoting the content.

IX. WARRANTY:

Tallo 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 TALLO MAKES NO GUARANTEES AS TO THE RESULTS OR ACHIEVEMENTS OF THE STUDENTS. WITHOUT LIMITING THE FOREGOING, TALLO MAKES NO GUARANTEES AND SHALL NOT BE LIABLE FOR OUTAGES OR OTHER NON-ACCESSIBILITY TO THE TALLO WEBSITE, END-USER CONNECTION SPEED OR CONNECTIVITY PROBLEMS REGARDLESS OF THE CAUSE. TALLO OFFERS NO WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCTS OR SERVICES PROVIDED PURSUANT TO THIS AGREEMENT. TALLO 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.

X. 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 Tallo 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 foru

XI. 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. Either party may terminate this Agreement at any time with ninety (90) days' prior written notice to the other party for cause. Termination for cause may be used if a party breaches any material term or fails to fulfill any representation, warranty, or material condition, term, provision, or obligation contained in this Agreement and fails to cure within thirty (30) days of such notice from the terminating party. Upon termination, the non-breaching party shall be entitled to seek any remedies to which it shall be entitled at law or in equity. If any change in applicable law that is enacted after the date hereof could reasonably be expected to have a material adverse effect on the ability of any party to carry out its obligations under this Agreement, such party, upon written notice to the other party may request renegotiation of this Agreement. Such renegotiation shall be undertaken in good faith. If the parties are unable to renegotiate and agree upon revised terms within 120 days of such notice of renegotiation, then this Agreement shall be terminated effective at the end of the school year in which such notice was given. Termination of this Agreement does not relieve Customer of any obligations for payments outstanding to Tallo as of the date of termination and does not relieve either party of any obligations that continue upon termination.

B. Upon termination, Tallo will continue to provide end users with access to the Tallo platform for the remainder of the applicable school year.

XII. INDEMNIFICATION AND LIMITATION OF LIABILITY:

A.  Tallo 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 Tallo 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 Tallo within thirty (30) days of its receipt of the Claim andCustomer permits Tallo to assume the control and defense of the Claim with counsel selected by Tallo. IN NO EVENT SHALL TALLO’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 TALLO HEREUNDER. IN NO EVENT SHALL TALLO 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 TALLO IS ADVISED OF THE POSSIBILITY OF SUCH DAMB. Upon termination, Tallo will continue to provide end users with access to the Tallo platform for the remainder of the applicable school year.

B. To the extent permitted by law, Customer agrees to defend, indemnify, and hold harmless Tallo 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 Tallo and subject to the conditions precedent that:

Tallo provide written notice to Customer within thirty (30) days of its receipt of the Claim and

Tallo permits Customer to assume the control and defense of the Claim with counsel selected by Customer.

XIV. 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 Tallo may assign all of its rights and obligations under this Agreement to any person or entity that controls Tallo, is controlled by Tallo, or is under common control with Tallo or to any successor in interest that acquires all or substantially all of the assets of Tallo;

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.  Tallo is not a division or any part of Customer. Customer is not a division or any part of Tallo. Nothing herein is intended to be construed as or to create a partnership or joint venture by or between Tallo 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. 

H. All representations, warranties and indemnities made in this Agreement will survive termination of this agreement;

I. Tallo will provide all services, licenses and materials under this Agreement either directly or in conjunction with its Affiliates. An "Affiliate" of Tallo is an entity that controls, is controlled by, or under common control with, Tallo 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. Tallo and its Affiliates shall be referred to collectively as Tallo;

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 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.

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