​Dual Enrollment TERMS AND CONDITIONS

Terms and Conditions:

1: General

1.0 Campus Software Platform Services

Subject to and conditioned on the Institution and its authorized users compliance with the terms and conditions of this Agreement, during the Term, Campus shall provide the Institution and its authorized users with access to Campus Software Platforms, twenty-four (24) hours per day, seven (7) days per week, every day of the year, except for:

1. Scheduled Downtime in accordance with this agreement.
2. service downtime or degradation due to a Force Majeure Event.
3. any other circumstances beyond Campus’ reasonable control, including the Institution’s or any authorized user’s misuse of the Platform other than in compliance with the express terms of this Agreement; and
4. any suspension or termination of the Institution’s or any authorized user’s access to or use of the Campus Software Platforms as permitted by this contract.
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1.1. Scheduled Downtime

Campus reserves the right to conduct routine scheduled maintenance and upgrades of the Campus Software Platforms during non-peak hours. 

1.2 Service Disruption or Degradation

In the event the Campus Software Platform availability is interrupted for any reason that is not Scheduled Downtime, Campus will use commercially reasonable efforts to address and mitigate the service disruption or degradation.

1.3. Right to Suspension or Termination of Access 

Campus may, in its sole but reasonable discretion, suspend, terminate or otherwise deny any authorized user's access to or use of all or any part of Campus Catalog Platform, without incurring any resulting obligation or liability, if: (a) Campus receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires Campus to do so; or (b) Campus believes, in its reasonable discretion, that: (i) the Institution or any authorized students has failed to comply with any material term of this Agreement, or accessed or used the Campus Software Platforms beyond the scope of the rights granted herein or for a purpose not authorized under this Agreement; (ii) the Institution or any authorized user is, has been, or is likely to be involved in any fraudulent, misleading or unlawful activities or, in Campus’s sole discretion, exhibits inappropriate behavior, relating to or in connection with or on the Campus Software Platforms; or (iii) this Agreement expires or is terminated. This Section does not limit any of Campus’ other rights or remedies, whether at law, in equity or under this Agreement. In addition, the Institution shall have the right, in its sole discretion, to direct Campus to terminate the access to the Campus Software Platforms of any authorized user of its school, college or university, and Campus shall affect such termination of access within three (3) business days of such request.

1.4. Institution Restrictions on the Platform

The Institution shall not and shall not permit any other Person (including an authorized user) to, access or use the Campus Software Platforms or any course except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, the Institution shall not and shall not permit any other Person (including an authorized user), to:

1. copy, modify or create derivative works or improvements of the Campus Catalog Platform or it’s Courses.
2. rent, lease, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Campus Software Platforms to any person except as permitted herein.
3. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Campus Software Platforms, in whole or in part.
4. bypass or breach any security device or protection used by the Campus Software Platforms or access or use the Campus Software Platforms for any reason other than by an authorized user using his or her own then-valid access credentials.
5. input, upload, transmit or otherwise provide to or through the Campus Software Platforms, any information or materials that are unlawful or injurious, or contain, transmit or activate any virus, worm, malware or other malicious or harmful computer code.
6. damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Campus Software Platforms or Campus’ provision of services to any third party, in whole or in part.
7. remove, delete, alter, or obscure any trademarks, warranties or disclaimers, or any copyright, trademark, patent, other Intellectual Property Right, or other proprietary rights notices from the Campus Software Platforms, including any copy thereof.
8. access or use the Campus Software Platforms in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party, or that violates any applicable Law.
9. access or use the Campus Software Platforms or the courses for purposes of competitive analysis or development, provision or use of a competing software service or product or any other purpose that is to the Campus’ detriment or commercial disadvantage; or otherwise access or use the Campus Software Platforms or the courses beyond the scope of the authorization granted hereunder.
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1.5. Intellectual Property Rights of Course Consumer.

Campus and each Authoring Institution, as applicable, are, and shall remain, the sole and exclusive owners of all right, title, and interest in and to the Campus Software Platforms and the courses. Nothing in this agreement grants any right, title or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Campus Software Platforms or the courses, whether expressly, by implication, estoppel or otherwise. Campus will collect, store and provide data in accordance with Campus’s then-current privacy policy. By permitting authorized students and users to access the Campus Software Platforms, the Institution agrees to the terms of Campus’s privacy policy, which may be amended from time to time. 

1.6 Intellectual Property Rights of Authoring Institutions. Authoring Institution and its licensors are, and shall remain, the sole and exclusive owner of all right, title, and interest in and to the Authoring Institution Materials, including all Intellectual Property Rights therein. Campus shall have no right or license to use any Authoring Institution Materials except solely during the Term of the Agreement to the extent necessary to provide the Campus Services to Authoring Institution and for the placement and offering of the Course on the Campus Course Platform. All other rights in and to the Authoring Institution Materials are expressly reserved by Authoring Institution.

1.7 Intellectual Property Rights of Campus. 

Subject to the terms and conditions of this Agreement, Authoring Institution and Author hereby grant to Campus a non-exclusive, non-transferable, non-sublicensable license, to publish, reproduce, display, transmit, distribute, and create non-accredited derivative works based on the Course or the Deliverables, through all media now known or hereinafter developed for purposes of providing online coursework to students at unaffiliated universities or other individuals as Campus may choose from time to time. 

Campus and its licensors are, and shall remain, the sole and exclusive owners of all right, title, and interest in and to the Campus Software Platforms and Campus Background IP. All other rights in and to the Campus Background IP are expressly reserved by Campus.

2: INDEMNIFICATION, LIABILITY, FORCE MAJEURE, LAW COMPLIANCE 

2.1 Campus 

Campus shall defend, indemnify, and hold harmless the Institution and its officers, directors, employees, agents, successors, and permitted assigns from and against all losses arising out of or resulting from any third-party claim, suit, action, or proceeding arising out of or resulting from:

1. bodily injury, death of any person, or damage to real or tangible, personal property resulting from the willful, fraudulent, or grossly negligent acts or omissions of Campus; and
2. Campus’ material breach of any representation, warranty, or obligation of Campus set forth in this Agreement.

2.2. Institution 

The Institution shall defend, indemnify, and hold harmless Campus and Campus’s Affiliates and their respective officers, directors, employees, agents, successors, and permitted assigns from and against all losses arising out of or resulting from any third-party action arising out of or resulting from:

1. bodily injury, death of any person, or damage to real or tangible, personal property resulting from the grossly negligent or willful acts or omissions of the Institution or an affiliate of the Institution; and
2. The Institution’s material breach of any representation, warranty, or obligation of the Institution or authorized user in this Agreement.

2.3. Data Security

Campus will act upon the provided data information, as agreed upon in this agreement and the attached Schedule 3, in good faith and will not be held accountable for any cost or damages incurred from incorrect data supplied by the Institution. Campus has the right to charge back to the Institution any losses incurred as a result of incorrect or outdated data provided that and is subsequently shared with other users in the Consortium and causes financial harm or loss to other users of Campus Software Platforms. This may include, but is not limited to, investment in course materials, enrollment, administration fees on behalf of a student enrolled in a false or outdated course as posted for use by the Campus Consortium. Conversely, the Institution will not be held accountable for any Campus cost or damages incurred from incorrect data transmitted by Campus.

2.4 Cooperation 

The party seeking indemnification hereunder shall promptly notify the indemnifying party in writing of any action and cooperate with the indemnifying party at the indemnifying party’s sole cost and expense. The indemnifying party shall immediately take control of the defense and investigation of such action and shall employ counsel of its choice to handle and defend the same, at the indemnifying party’s sole cost and expense. The indemnified party’s failure to perform any obligations under this Section shall not relieve the indemnifying party of its obligations under this Section except to the extent that the indemnifying party can demonstrate that it has been materially prejudiced as a result of such failure. The indemnified party may participate in and observe the proceedings at its own cost and expense.

2.5. Obligation

Notwithstanding anything to the contrary in this Agreement, the indemnifying party is not obligated to indemnify, hold harmless, or defend the indemnified party against any claim (whether direct or indirect) to the extent such claim or corresponding losses arise out of or result from, in whole or in part, the indemnified party’s gross negligence or more culpable act or omission (including recklessness or willful misconduct), or bad faith failure to comply with any of its material obligations set forth in this Agreement.

2.6. Limitation of Liability

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  CAMPUS SHALL NOT BE LIABLE TO THE INSTITUTION FOR ANY DAMAGES WHATSOEVER IN EXCESS OF THE FEES PAID TO CAMPUS BY THE HEREUNDER.

2.7. Force Majeure 

No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s reasonable control, including without limitation the following force majeure events: (a) acts of God; (b) flood, fire, earthquake, epidemic, pandemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order, law, or actions, including acts of quarantine; (e) embargoes or blockades in effect on or after the date of this Agreement; and (f) national or regional emergency. The Impacted Party shall give notice within ten (10) business days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. During the Force Majeure Event, the non-affected party may similarly suspend its performance obligations until such time as the affected party resumes performance. The affected party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized and shall resume performance of its obligations as soon as reasonably practicable after the removal of the cause.

2.8. Compliance with Applicable Law 

If either party reasonably determines that fulfilling its obligations under this Agreement would violate any applicable law (including any Education Law), the parties will work together to achieve compliance with such law or Education Law in a manner that reflects the intended benefits of this Agreement. In the event that the parties, acting reasonably after consultation with counsel and their senior managements, cannot reach agreement on amendments or modifications and one party reasonably concludes that the existing arrangements would violate an applicable law or Education Law and cannot be modified in a manner that complies with such law or Education Law and reflects the intended benefits of this Agreement, such party may terminate this Agreement upon not less than one hundred eighty (180) days’ notice. In such case the parties will work diligently together to wind down the activities contemplated by this Agreement in a manner aimed to provide the least amount of loss or inconvenience to either party, and in a manner consistent with any requirements or restrictions under applicable law or Education Law, including interpretations of applicable law or Education Law then in effect by a court or regulatory agency of competent jurisdiction.   

2.9 Representations and Warranties 

Institution and Campus each represents and warrants that: (a) it is duly organized, validly existing and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization, or chartering; (b) it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted hereunder, and to perform its obligations hereunder; (c) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of the party; and (d) when executed and delivered by such party, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms. 

3: NON-RENEWAL / TERMINATION / AMENDMENTS

3.1 Termination 

Either Party may terminate this contract at any time without cause upon one-hundred and eighty days (180) written notice to the other. In the event of termination, the Parties agree to perform their obligations under this contract for all students who have applied for enrollment and those who are currently enrolled. However, the Institution will not pass any new enrollments under this contract after the date of termination. Students enrolled in courses will be permitted to complete them subject to the Institution’s requirements for progression and completion.

3.2 Amendments 

Any deviation(s) from or addition(s) to the commitments outlined above must be memorialized in a written amendment to this contract and signed by both parties.

3.3 No Ongoing Commitment 

Participation in this Agreement in no way obligates either Party to participate in any new or additional engagement. Any such new or additional engagement must be memorialized in a separate contract signed by the Parties.