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CourseKata High School Sales Agreement

CourseKata High School Sales Agreement

Owned by Karen Givvin
Aug 28, 2024
7 min read

This Product Sales Agreement (“Agreement”) is entered into as of [Date], by and between CourseKata, a project of the National Center for Civic Innovation ("Seller"), and [High School/District Name] ("Buyer").

 

  1. Certain Defined Terms

    1. “District” means, as applicable, Buyer’s school district (if Buyer is a high school) or Buyer (if Buyer is itself a school district). 

    2. “License” means a limited, non-exclusive, non-transferrable, non-sublicensable right and license to access and use the Products on the terms set forth herein. 

    3. “Products” means any of Seller’s products currently being offered to the high school market, including Seller’s online, interactive statistics and data science textbooks and/or its cloud-hosted CKHub Jupyter notebooks platform.

    4. “Student” means, as applicable, a high school student enrolled at Buyer or a high school in the District and for whom access to the services and the Products hereunder has been purchased by Buyer.

    5. “Teacher” means a teacher employed by Buyer or the District and for whom access to the services and the Products hereunder has been purchased by Buyer. 

    6. “Implementing” means a Teacher is using Products with Students.

 

  1. Description of Services and Products

Subject to the terms and conditions herein, a License will permit a Student to use the Products. One License will entitle a Student to use any of the Products. 

For each Teacher implementing the Products, Seller also agrees to provide, and Buyer agrees to purchase, the professional development, administrative support, and technical support services that are required to implement the Products for the prices set forth in this Agreement. These services (together, the “Membership”) include:

  • Teacher Professional Development

    • Zoom study groups, workshops, and daily office hours

    • Specialized support for instructors teaching data science and R programming for the first time

  • Administrative Support

    • Administrator/Counselor training

    • Logistics and implementation support/resources (a-g, course approvals, dual enrollment logistics, marketing and recruitment)

  • Tech Support

    • Institutional LMS integration (currently including Canvas, Blackboard, Moodle, D2L – others by request) or the Free For Teachers version of Canvas

    • Email tech support 

The services comprising the Membership may change from time to time at Seller’s discretion. The Membership is sold as an all-inclusive Membership (i.e., individual services may not be purchased on an individual basis). Membership Pricing is described in Section 5.  For the avoidance of doubt, any third-party products or services that are necessary for the Membership (e.g., a Zoom subscription or account) are not included in the Membership and any additional costs for such third-party products and services are the sole responsibility of Buyer. 

 

  1. License Grant 

Subject to the terms and conditions in this Agreement, Seller grants Buyer, exercisable by and through Students, a License to use the Products for educational purposes within the District.  

Buyer shall not use the services or the Products for any purposes beyond the scope of the access granted in this Agreement. Buyer shall not at any time, directly or indirectly, and shall not permit any Teacher or Student to: (i) copy, modify, or create derivative works of the Products, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Products; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Products, in whole or in part; (iv) remove any proprietary notices from the Products; or (v) use the Products in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rights of any third-party or that violates applicable law. In addition, Buyer shall comply with all applicable terms and conditions of any third-party products or services that are necessary to use the Products or the Membership. 

Buyer shall be liable for any breach of or nonperformance by Students or Teachers of the provisions of this Agreement.

Seller reserves all rights not expressly granted to Buyer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Buyer or any third-party any intellectual property rights or other right, title, or interest in or to the Products or the services.

 

  1. Pricing for Student Licenses 

Subject to the provisions of Section 6, pricing for Student Licenses is as follows: 

  1. Standard Price: The price per Student License for the Product is $24 per year.

  2. Volume Discounts: 

    1. If Buyer pre-pays for 500 or more Student Licenses they will receive a 5% discount. 

    2. If Buyer pre-pays for 1000 or more Student Licenses they will receive a 10% discount.

    3. If Buyer pre-pays for 2500 or more Student Licenses they will receive a 12.5% discount. 

    4. If Buyer pre-pays for 5000 or more Student Licenses they will receive a 15% discount.

Unused Licenses purchased by Buyer can be used in subsequent years; they do not expire. However, Seller does not offer refunds for unused Licenses.

 

  1. Pricing for Memberships

Subject to the provisions of Section 6, pricing for a Membership is as follows: 

Each Teacher implementing the Products with Students must pay for (or have Buyer pay for) a  Membership. This Membership entitles the Teacher to all services described above in Section 2. Teachers not implementing the Products are granted a free Membership until such time as they begin implementing the Products.

The price of Membership for a Teacher in their first year of implementation is $800. For Teachers who want to use the Products beyond their first year, there is an additional fee of $800, which entitles them to a Membership for so long as this Agreement is in effect and the Teacher meets the definition of “Teacher” hereunder. Memberships are not transferable across Teachers.

 

  1. Payment Terms

Student Licenses: Student Licenses are to be paid in advance for each academic year (August 1 through July 31). Payments will be based on the estimated number of student licenses required for the upcoming year. At time of payment, Buyer will indicate the name(s) of the school(s) where student licenses will be used. If intended to be used over multiple years, Buyer will indicate the years and the estimate per year.

Seller will determine how many Licenses have been used at the end of each academic year (July 31). A Student License will be considered used if an individual Student accessed the Product during 10 or more different calendar days in any given academic year. A preliminary count will be generated on January 31 of each year to help Buyer determine what needs to be invoiced for the following year.

Unused Licenses will automatically be carried over into the following year. If the number of Licenses used exceeds the number that have been purchased, Buyer may either (i) purchase additional Licenses at the current retail price, or (ii) initiate a volume purchase that includes the extra licenses.

Memberships: Buyer will inform Seller of the name(s) of first- or second-year Teacher(s) planning to implement the Products. Membership fees are to be paid in advance of the academic year in which the Teacher will be teaching. If a new Teacher is assigned to a class after the start of the academic year, the Membership fee for the year will be invoiced at that time and will apply to the remainder of the year.

 

  1. Compliance

In connection with its performance under this Agreement, including any use of the services and Products hereunder, Buyer shall comply with all applicable laws, rules, and regulations. Without limiting the generality of the foregoing, Buyer shall be primarily and solely responsible for ensuring compliance with the Family Educational Rights and Privacy Act and all rules and regulations issued thereunder. 

 

  1. Term 

This Agreement shall commence on the date first written above and shall continue in effect unless terminated by either party in accordance with the terms hereof.

 

  1. Termination 

Either party may terminate this Agreement if the other party has materially breached this Agreement and failed to cure such breach within 30 days of notice from the non-breaching party. In addition, either party may terminate this Agreement for convenience on 90 days’ notice. If Seller elects to terminate the Agreement for convenience, Buyer will be refunded for unused Student Licenses. 

On termination of this Agreement, all Licenses, Memberships, and access to the Products will automatically terminate effective as of the termination date.  

 

  1. Governing Law 

This Agreement shall be governed by and construed in accordance with the laws of California without regard to its conflict of laws principles.

 

  1. Entire Agreement 

This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings, agreements, or representations.

 

  1. Amendment 

Any amendment or modification of this Agreement must be in writing and signed by both parties.

 

  1. Miscellaneous 

IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED ONE TIMES THE TOTAL AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO SELLER UNDER THIS AGREEMENT IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Buyer may not assign or transfer this Agreement without Seller’s prior written consent. Seller may assign or transfer this Agreement, in whole or in part, to an affiliate or in connection with a reorganization, merger, sale, or acquisition of Seller. 

 

  1. Signatures 

This Agreement is effective upon the signature of both parties. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.  Counterparts may be delivered via facsimile, electronic mail including .pdf or any electronic signature complying with the U.S. Federal ESIGN Act of 2000, (e.g. http://www.docusign.com ) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.  

 

[Seller’s Name]
By: _______________________________
Name:
Title:
Date:

CourseKata
By: _______________________________
Name: James Stigler
Title: CEO, CourseKata
Date:

 

4884-3449-6691, v. 2