DocuSign Envelope ID: 4E5FC3EA-5675-4DB5-B44B-1FF48D3933F4
campuslabs Data Driven Innovation
Program(s) as described herein. By accessing the software or otherwise using the Program(s), Institution agrees to be bound by the terms of this license. The Program(s) are designed for collective reporting of Institution Data. This data is reported online to a database hosted and maintained by Campus Labs that provides secure access for Institution via Institution username(s) and password(s), and in some cases, is designed to be combined with other institutional datasets.
2.4 Institution Use. The Program(s) may only be used for lawful purposes, and any posting or transmission of data or other use of the Program(s) in violation of any applicable state, federal or other law is strictly prohibited. Campus Labs reserves the right to remove material that it deems harmful, obscene or in any way threatening to the safety, security, and enjoyment of its subscribers. Institution's licensed Users may use the Program only to access Institution's own data and to fulfill Institution's internal information processing needs. Institution may not institute, resell, publish, transmit, broadcast or otherwise distribute all or any portion of the Program to any person or entity, except as expressly set forth herein, or use it to process the data of a third party.
2.5 Institution Responsibilities.
2.5.1 Institution Use of Product. Institution is responsible for all activities that occur under Institution's User accounts. Institution shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Institution Data; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Program(s), and notify Campus Labs promptly of any such unauthorized use; (iii) be responsible for acquiring and maintaining the software, equipment and communications Programs necessary to connect to the Program(s) and to download, print and otherwise process data delivered by the Program(s), and (iv) comply with all applicable local, state, federal, and foreign laws in using the Program(s); and (v) Pursuant to Section 4.4, Institution Data; acknowledges and understands that neither Campus Labs' Product, Campus Labs Technology, or systems are configured to directly or indirectly receive and store Institution Data, or any other information relating to: (a) government issued identifications, including, but not limited to, Social Security Numbers (in whole or in part) and Individual Taxpayer Identification Numbers; (b) unauthorized third party content; or (c) personal health information ("PHI"), and that Campus Labs is neither a "Covered Entity" nor a "Business Associate." As those terms are defined in Health Insurance Portability and Accountability Act ("HIPAA"). Institution agrees that Campus Labs may terminate this Agreement immediately, if Institution is found to be in violation of any party of any part of this provision.
2.5.2 Institution Use Restriction. Institution shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violate third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or Program(s); or (iv) interfere with or disrupt the integrity or performance of the Program(s) or the data contained therein.
2.5.3 Institution Intellectual Property Restriction. Institution shall not (i) modify, copy or make derivative works based on the Campus Labs Technology; (ii) disassemble, reverse engineer, or decompile any of the Campus Labs Technology; or (iii) “frame” or “mirror” any of Campus Labs’ content which forms part of the Program(s) (other than on Institutions’ own internal intranets). Institution shall have the limited right to create Internet links to or from the Program(s); however, Campus Labs reserves the right, at its reasonable discretion, to terminate the use of any and all link(s) to and from its Program(s).
2.6 Technical & Support Program(s). During the License Term, the Institution will have access to technical support and support Programs (“Standard Programs”). Included in Standard Programs are telephone and online support and consulting, professional development webinars, and available Program updates.
2.7 Additional Programs. Support Programs that are beyond the scope of Standard Programs may call for significant consultations, research, development, analysis, and/or on-site training (“Additional Programs”), unless otherwise specified in the License Schedule, will be charged to Institution as fees for such Program(s). In cases where requests made by Institution are not Standard Programs, but rather Additional Programs, such requests will be clearly identified as Additional Programs to Institution for approval before any fees are incurred.
3. Fees & Payment.
3.1 Annual Fees. Institution agrees to pay Campus Labs an annual subscription fee for the Program(s) in an amount specified in the attached License Schedules, and any subsequent amendments for the purchase of additional products. Institution agrees to pay Campus Labs the annual subscription fee within thirty (30) days of the Effective Date of this Agreement. Thereafter, for the term of the Agreement, Institution agrees to pay Campus Labs the annual subscription fee on or before the anniversary of the Effective Date of each respective Rated 23 year Open Renewal of the License(s), Campus Labs shall increase www.campuslabs.com Page 2 of 7