University of Minnesota, Minnesota State Colleges and University System, Regions of the Learning Network of Minnesota Media Management System

Transcription

1 University of Minnesota, Minnesota State Colleges and University System, Regions of the Learning Network of Minnesota Media Management System Memorandum of Understanding 1. Overview Colleges and Universities are rapidly recognizing the value of online media in the support of quality education. Online media plays a critical role in the growing number of collegiate distance education programs. Demand for online video services is growing rapidly as are the resources needed to sustain these services by the Regents of the University of Minnesota (UMN), State of Minnesota, through the Board of Trustees of the Minnesota State Colleges and Universities System (MnSCU) and the Learning Network of Minnesota (LNM). These entities have developed this collaborative working agreement ( MOU ) as a unified solution to this need. The parties have determined that the solution to this demand is to develop a statewide higher education online media management system. 2. Participants This MOU applies only to the following: Learning Network of Minnesota consisting of: Northeast Alliance for Telecommunications (NEAT) Northwest Educational Technology System (NETS) Central Minnesota Distance Learning Network (CMDLN) Southwest/West Central Higher Education Organization for Telecommunications and Technology (SHOT) Consortium of Minnesota Educational Telecommunities (COMET) Metropolitan Educational Telecommunication Network (METNET) University of Minnesota (UMN) Minnesota State Colleges & Universities System (MnSCU) 3. Media Management System (MMS) Service Provider: 3.1 Kaltura, Inc., as set out in the Master Software as a Service Agreement between University of Minnesota, as fiscal agent for Participants, and Kaltura (the SaaS Agreement ). 3.2 In the event the SaaS Agreement between Kaltura and University of Minnesota as fiscal agent for Participants is terminated, the Participants will mutually agree on an alternative provider, such agreement not being unduly withheld or delayed. 4. Effective Dates: 4.1 The effective date of this MOU will be the date the SaaS Agreement is signed. 4.2 The length of this MOU will be three (3) years from the effective date, unless sooner terminated as set out below. 5. Proposed Solution: 5.1 Technical Governance The LNM Board of Directors will create a LNM MMS Tech group. Membership to the LNM MMS Tech Group will include representatives of each of the six (6) regions, MnSCU and UMN. UMN and MnSCU will be responsible for the design and implementation of their own media management systems instances in collaboration with the six (6) regions of the LNM. MnSCU and UMN design and implementation plans will be shared with the LNM MMS Tech Group for road-map and collaboration purposes. Page 1 of 6

2 The LNM MMS Tech Group will be responsible for implementing and integrating the selected media management product with shared LNM technologies. The LNM MMS Tech Group will work with a maximum of two (2) Kaltura contacts for project management and technical guidance. MnSCU and UMN will be responsible for supporting their own end-users with respect to technical support and training needs. The LNM MMS Tech Group will collaborate on media management system impacting incidents. Each party will bear their own expenses in performing the tasks set out above Technical Committee Membership: One (1) user campus representative per region to be appointed by the regional network governing board. One (1) regional network technician per region to be appointed by the regional network governing board. One (1) representative from the University of Minnesota One (1) representative from MnSCU Total number of members: Standards and Policy Governance The LNM Board of Directors will create a LNM MMS Standards and Policies group. The LNM MMS Standards and Policies group will be responsible for creating the business rules that governs the use of shared resources as well as shared policy and direction of MMS funding. Such resources include but are not limited to professional development hours by MMS vendor. The LNM MMS Standards and Policies group will work directly with the LNM MMS Technical group for technical guidance, usage reporting and development trends, which may lead to additional purchases, enhancements or retirement of various MMS functionality. When information needs to be sent to both MnSCU and UMN users regarding the media management system; the LNM MMS Standards and Policies group will coordinate communication. Each party will bear their own expenses in performing the tasks set out above Standards and Policy Governance Membership: One (1) user campus representative per region to be appointed by the regional network governing board. Each of the six (6) regional network coordinators or his/her designee. One (1) representative from the University of Minnesota One (1) representative from MnSCU Total number of members: Collaboration Two members from the LNM MMS Tech Group will serve on the MMS vendor's education client advisory board. These members will include one (1) from the UMN and one (1) from MnSCU. Both the Technical and Standards/Policy groups will meet with Kaltura on a regular bases for the purpose of having an active dialog on product plans and needs. This dialog will ensure Kaltura has the full input to construct their road-map and priorities. Each party will bear their own expenses in performing the tasks set out above. Except as expressly set out herein, the relationship between the Participants is solely that of independent contractors, not partners, joint venturers, employees, agents, or otherwise, and no party shall have any authority to bind any other Participant in any manner, and shall not represent or imply that it has such authority. Page 2 of 6

3 5.4 Implementation UMN and MnSCU will provide resources to integrate their MMS instance with their own: identity management system, learning management system and close the feature gap with Media Mill and Media Magnet outlined in Appendix A. Implementation with the above area should be completed within the first year of the signing of this MOU. 6. Separation 6.1 Learning Network of Minnesota Regions. The regions agree to pay to the University of Minnesota, as fiscal agent, the amounts indicated on the cost schedule set out below for the first three (3) years. After year three, regions may elect not to participate, but must communicate their decision to opt out in writing 365 days in advance. Regions will continue to pay their share of MMS licensing and other shared costs during that one (1) year period. All obligations incurred prior to the effective date of separation shall survive any separation. 6.2 University of Minnesota and the Minnesota State Colleges and Universities System. UMN and MnSCU each agrees to pay their share of the costs as set out in the cost schedule below for the first three (3) years. After year three, UMN and/or MnSCU may elect not to participate, but must communicate their decision to opt out in writing 365 days in advance. UMN and/or MnSCU will continue to pay their share of MMS licensing and other shared costs during that one (1) year period. If either entity cannot meet the financial requirements of this agreement they would be subject to the conditions outlined in the vendor contract with Kaltura. 7. Intellectual Property and Copyright 7.1 Each Participant will give the others a specific office address to which Digital Millennium Copyright Act (DMCA) take-down notices are to be sent. In the event any Participant receives a DMCA take-down notice, it shall promptly give the notice to the Participant that posted the complained-of material, at the office designated by that Participant. The posting Participant will review and take action, if any, with respect to such notice, and be solely responsible for any damages caused by such action, subject to applicable law. 7.2 Each party retains all right, title and interest in and to its intellectual property. Posting material does not grant or imply any license to use the posted material other than viewing it on the site. 8. Management UMN and MnSCU will identify a primary and secondary media management system administrator, who will be responsible for the management of their own organization s instance of the media management system solution. 9. Purchasing Agent 9.1 The University of Minnesota will be the fiscal agent for the duration of this MOU until replaced by a written amendment to this MOU mutually agreed to and signed by each Participant, such agreement not being unduly withheld or delayed. 9.2 University of Minnesota shall, as fiscal agent, enter into the Saas Agreement on behalf of Participants. Except with regard to payment obligations set out in the Saas Agreement, each Participant will abide by the Saas Agreement as though it had executed the Saas Agreement as a party. 9.3 Except to provide Participants with an accounting of all funds of paid by Participants hereunder, University of Minnesota owes no Participant any fiduciary duty, and shall have no obligation to any Participant other than as set out in this MOU. 9.4 Records and Accounting. The University of Minnesota will maintain requisitions, purchase orders, invoices, receiving reports, payment vouchers, and other documents related to each purchase for a period of not less than three (3) years. The University of Minnesota will make Page 3 of 6

4 such documents available for inspection at a reasonable time by a Participant upon reasonable notice, at the inspecting Participant s expense. The University of Minnesota will submit to the Participants an annual accounting of the purchases it has made hereunder, and of payments made by the Parties. 9.5 Exclusion of Warranties and Limitations of Liability. EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN NO EVENT SHALL THE University of Minnesota BE LIABLE FOR (i) PERSONAL INJURY OR PROPERTY DAMAGES (EXCEPT TO THE EXTENT CAUSED BY THE UM S INTENTIONAL, WILLFUL, OR WANTON ACTS) OR (ii) LOST PROFITS, WORK STOPPAGE, LOST DATA, OR ANY OTHER SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND. IN THE EVENT OF THE UM'S BREACH OR FAILURE TO PERFORM ANY OBLIGATION UNDER THIS AGREEMENT, THE UM'S ENTIRE LIABILITY AND THE PARTICIPANTS' EXCLUSIVE REMEDY SHALL BE, THE UM'S PERFORMANCE OF ANY OBLIGATION THAT FAILED TO SATISFY THE TERMS OF THIS AGREEMENT. THE UM DISCLAIMS AND EXCLUDES ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, CONCERNING THE SERVICES PROVIDED UNDER THIS AGREEMENT. THE PARTICIPANTS ACKNOWLEDGE AND AGREE THE FISCAL AGENT SERVICES SHALL BE PROVIDED AND ACCEPTED "AS IS." 10. General Terms and Conditions 10.1 Amendments. This MOU may be amended only by a written instrument signed by all the Participants. No term or provision of this MOU shall be waived and no breach excused unless such waiver or consent is in writing and signed by the Participant claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of any other or subsequent breach Entire Agreement. This MOU is the final, complete, exclusive and binding expression of the Participants agreement on the subject matter hereof, and cancels, supersedes, and revokes all prior negotiations, agreements, and representations among the Participants, whether oral or written, relating to such subject matter Counterparts. This MOU may be signed in two or more counterparts, which, together, shall be deemed an original, and together which shall constitute a single MOU Termination as Fiscal Agent. UMN may terminate its role as Fiscal Agent at any time by giving not less than ninety (90) days notice to each other Participant. Upon such termination, the remaining Participants will select a replacement fiscal agent, and UMN shall deliver all records relating to its actions hereunder to such replacement fiscal agent. UMN may retain a copy of such records for archival purposes. 11. Cost Schedule Participants Year 1 Year 2 Year 3 NEAT $53, $19, $19, NETS $53, $19, $19, CMDLN $53, $19, $19, SHOT $53, $19, $19, COMET $53, $19, $19, METNET $53, $19, $19, MnSCU $0.00 $217, $342, UMN $0.00 $217, $342, Total $321, $555, $804, Page 4 of 6

5 After year three, the regions of the LNM, MnSCU and UMN will each fund one-third of the total cost of the media management system vendor license. Participants agree that the annual cost of the MMS license shall not exceed an annual cost of $900, unless agreed upon by all participants. 12. Allocation of "Overage" Charges Participants acknowledge that the potential exists for the yearly and monthly-allotted bandwidth, storage capacity or streams (hereinafter, collectively referred to as "the capacity") as identified in the SaaS Agreement to be exceeded during each year of the SaaS Agreement. In order to prevent such excess usage and/or appropriately assess the costs related to such excess usage, the participants agree to the following: 12.1 On an annual basis, one-half (1/2) of the capacity will be allocated to the UMN campuses and one-half (1/2) of the capacity will be allocated to MnSCU institutions. No later than nine (9) months after the initiation of the SaaS Agreement, the Standards & Policies Group shall review the capacity allocation in order to make any necessary and appropriate adjustments to the capacity allocations during the first year of the SaaS Agreement. Beginning with the second year of the SaaS Agreement, a similar capacity allocation review shall be conducted no later than six (6) months following the anniversary date of the SaaS Agreement's initiation during each year of the SaaS Agreement existence in order to make any necessary and appropriate adjustments The participants will implement a joint monitoring and reporting system that will involve weekly status reports of each system s and institutions usage. At a minimum, reports will be reviewed at monthly Standards & Policies Group meetings to determine the need for any action by the participants either individually or collectively as described below Through the governance structure detailed in this MOU, the participants shall develop policies and procedures that limit the potential for capacity usage to exceed the annual limits identified in the SaaS Agreement. These policies and procedures shall be developed no later than six (6) months after the initiation of the SaaS Agreement. These policies and procedures may address such items as usage prioritization and data retention duration. At a minimum, methods used to limit or cap usage will need to be articulated Should the Standards & Policies Group determine the need for action, steps will be taken, pursuant to policies and procedures adopted, to prevent utilization above allocated capacity levels once an agreed upon threshold level of usage is reached. Unless the UMN, the LNM regions or MnSCU, either individually or collectively, makes a funding commitment to support utilization above their respective allocated capacity levels in a given year, access to the service will be capped for the respective party(s) once the allocated capacity level is reached At any instance during a given year of the SaaS Agreement's existence, either MnSCU or UMN may agree to allocate a portion of its dedicated capacity to the other party without involving the Standards & Policies Group Usage allocations within LNM regions and allocation of any necessary overage costs within the regions shall be the responsibility of the individual regions' governing boards. Page 5 of 6

6 Appendix A Media Mill and Media Magnet Core Functions Media Mill Product Description: Media Mill is designed to make it easy to get audio and video content online, and to share it with anyone in the world. Upload media via FTP, Media Mill upload application, website/http upload, and built-in camera Add metadata to media Archive original uploaded media Download original media Share ownership of media Delete, search and sort user media assets Auto create derivatives for video and/or audio Detect if media is interlaced and/or widescreen Share and view content via a public download link, instant player or embed html Subclipping video assets Lock video from being deleted Create, delete and share podcasts with metadata via RSS feeds Create, add content, delete and share ownership of projects which contain metadata HTML5 Player UTHink Blog Integration YouTube Sharing itunesu integration videoant integration Access controls (Public, Private and x.500) Accessibility Captioning Detection of mobile devices / fallback Media Magnet Product Description: Media Magnet is a tool for automating the process of putting media content online. Its primary purpose is to post recurring lecture sessions. Media Magnet works with a variety of class capture applications, including Camtasia Relay, and any capture tool that supports FTP transfers. Create, add metadata, search, share ownership and delete groups of media, which are called Courses Archive original uploaded media Access controls (Public, Private and x.500 authentication), generic password for protecting courses itunesu integration Auto create derivatives for video and/or audio Tandberg content server integration Quiz support Bookmarking media support Logo support for courses Equella support FTP Upload Camtasia Relay Integration Podcast Producer Integration Create podcast RSS and viewer links Access controls also have "limit based on enrollment" Support for multi-source playback (camera + screen) Mobile device detection and fallback Captioning support Slide detection and extraction API for integration with custom recorders ONLY SIGNATURE PAGES FOLLOW Page 6 of 6