STANDARD TERMS AND CONDITIONS IT'S LEARNING AS Extension Supplier Agreement

Transcription

1 PLEASE SCROLL DOWN AND READ ALL OF THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE SUBMITTING YOUR EXTENSION. STANDARD TERMS AND CONDITIONS IT'S LEARNING AS Extension Supplier Agreement This Extensions Supplier Agreement (the "Agreement") is made between a software developer ("Supplier") and It s Learning AS, Edvard Griegsvei 3, N-5836 Bergen, Norway,( ITL ). 1. Definitions (1) Developer portal: The website located at (2) Extension API: ITL has built several extension APIs (Application Programming Interface) which enables the Supplier to build, integrate and distribute its own software and services through the Platform. (3) Extension: The Supplier's software or service distributed through the Platform. (4) Platform: The It's Learning platform 2. BACKGROUND (1) ITL and Supplier are independent businesses operating with separate costs and risks and neither of the parties can enter into agreements on behalf of the other party without prior written agreement. (2) ITL shall distribute Supplier s software and services to third parties (end users) though the Platform. (3) ITL are developing, deploying, supporting and hosting learning platforms and educational software globally. ITL will develop new extension APIs and might discontinue current extension APIs over time. Information about current, future and discontinued extensions will be available on the developer portal. 3. MARKETS (1) This agreement allows the Supplier to distribute and sell their applications and services to all ITL customers in all markets/countries where ITL is present and in all educational levels. 4. ITL OBLIGATIONS (1) ITL will maintain its Extension APIs and keep them available for Supplier at least 99,7% of the time at average every month. This uptime guarantee does not include loss of access to the Software and / or Web Site caused by circumstances beyond ITL s control, or loss of access to the Software and / or Web Site that is of little or no significance in the Supplier s day-to-day operation. ITL shall notify Supplier of planned downtime 14 days ahead and unplanned downtime as soon as possible. These announcements, product updates and general information will be made available in the product blog: (2) ITL will provide a developer portal with updated specifications and documentation about the Extension APIs, and managed developer forum with a normal response time of maximum two business days. (3) ITL will provide an admin interface where Supplier can manage its extensions and licenses. 5. THE SUPPLIER'S OBLIGATIONS (1) Supplier is responsible for the development, integration and maintenance of the extension, and the support to end users. (2) Supplier shall repair bugs and problems in its Extension within 30 days after the problem has been reported by customers or ITL. (3) Supplier is obligated to have an uptime and accessibility of at least 99,7 %, 24 hours a day, seven days a week, except for notified periods of updating and maintenance for its Extension(s). (4) ITL will be entitled to rebates in case of deviation from uptime:

2 - With uptime higher than or equal to 98% but lower than 99.7%, ITL is entitled to a rebate of 3% of the charges per month. - With uptime higher than or equal to 97% but lower than 98%, the rebate is 5% of the charges. - With uptime higher than or equal to 96% but lower than 97%, the rebate is 7% of the charges. - With uptime higher than or equal to 95% but less than 96%, the rebate is 10% of the charges. (5) Availability of the Extension APIs measured below 95% constitutes material breach and ITL may in such cases terminate the Contract with immediate effect. (6) Supplier shall ensure a response time of no more than 2 seconds (server side) for a minimum of 99% of queries. (7) Supplier shall notify ITL support (in English to support@itslearning.com) of planned downtime 15 days ahead and unplanned downtime as soon as possible. (8) Supplier shall keep ITL extension program informed (in English) (extensions@itslearning.com) about relevant product updates (new features, changes, new languages etc) for Extensions where ITL acts as a reseller. (9) Supplier shall make sure that the Extension(s) at all times are up to date with regard to ITL's APIs, best practices and guidelines found on (10) Supplier's services must be secure and the Supplier is not allowed to share any user data with third parties unless otherwise agreed in a relevant end user agreement with the users of the service. The service must follow the laws and regulations for data security and data protection in Norway and other relevant countries. The Supplier's service must follow all relevant laws and regulations in the country of residence of the end users. The Supplier shall maintain a log and document all attempts at unauthorised access and other breaches of system security (11) Supplier's Extension(s) shall not violate, misappropriate, or infringe any copyright, patent, trademark, trade secret, rights of privacy and publicity, or other proprietary or legal right of any third party or of ITL. (12) The Supplier shall delete data for users and institutions without delay after request from ITL. (13) If Supplier receives or processes personal information on behalf of the end users, such personal information shall not be handled in any other manner than strictly required to comply with the provisions of the obligations set out herein. 6. DISCLAIMER (1) To the extent not prohibited by law, ITL will under no circumstances be liable for personal injury, or any incidental, special, indirect, consequential or punitive damages whatsoever, including without limitation damages for loss of profit, loss of data, business interruption or any other commercial damages or losses arising out of or related to this agreement, Supplier's use or inability to use the Extension APIs or services, or Supplier's development efforts, however caused, whether under a theory of contract, warranty, tort (including negligence), products liability or otherwise, events if ITL has been advised of the possibility of such damages, and notwithstanding the failures of essential purpose of any remedy. In no event shall ITL's total liability to Supplier under this Agreement for all damages (other than as may be required by applicable law in cases involving personal injury) exceed 15 % of the annual contractual amount of this Agreement. 7. INDEMNIFICATION (1) Supplier shall, to the fullest extent permitted by law, indemnify and hold harmless ITL, and its officers, directors, employees, agents and customers, from and against all liability, loss, cost or expense (including attorney's fees) by reason of liability imposed upon ITL, arising out of or related to the services provided under this agreement or the Extension. 8. BREACH OF CONTRACT AND SUSPENSION (1) ITL can suspend the Extension at any time in case of

3 - breach or suspicion of breach of any term under this Agreement, - violation or suspicion of violation of law, - Extensions with bugs or errors or that otherwise endanger normal and stable operations, or, - violation of, in ITL's opinion, good Internet practices, such as sending unsolicited commercial . (2) ITL reserves the right to change, suspend, remove, or disable access to the ITL Services. In no event will ITL be liable for the removal of or disabling of access to any such Services. 9. RESELLER (1) Supplier has the option of allowing ITL to act as a reseller when Supplier submits its Extension. In such case ITL and its sales partners are allowed to actively sell access to the Extension(s) to new and existing customers. (2) Supplier has the option of allowing online sales when it submits its Extension(s). In such case ITL and its sales partners are allowed to sell access to the Extension online to new and existing customers. (3) ITL grants to Supplier the right to promote sale of access to the Extension to ITL s customers. (4) Supplier is responsible for marketing, sale and customer communication in relation to the Extension(s). 10. PRICING AND PAYMENT TERMS (1) The prices are set by Supplier. Prices may be set pr. country. All customers are charged in the local currency. Prices can be set per user or per school on an annual basis for the following intervals: Number of users >200 >500 >1000 >5000 >10000 >15000 >25000 >50000 > Number of schools 1-5 >5 >10 >25 >50 >100 >250 >500 (2) Revenue split for the sale shall be as follows, regardless of who the seller is 85 % for Supplier and 15 % for ITL. (3) ITL will invoice customers for online sales and for sales made by ITL and its partners. Supplier will invoice customers for sales made by it and its agents/resellers.

4 (4) ITL and Supplier shall provide the other party with detailed sales reports in order for the parties to perform the necessary invoicing on a monthly basis. ITL and Supplier are responsible for providing each other with bank details for the transfer of money. (5) ITL and Supplier shall invoice the customers with 30 days of credit. All payments shall carry a reference to the invoice number. (6) In case of breach of any term under this Agreement by the Supplier, ITL is not obligated to pay Supplier. 11. MARKETING ETC. (1) ITL has the right to use logos, screenshots and any other information submitted by Supplier. Supplier has the right to use the ITL extension badge logo and corporate logo available on the developer portal. All use of ITL s logos and trademarks shall follow the brand guidelines as stated in the developer portal; (2) ITL staff shall be granted access to and may use all Extensions for demonstration, support or operations related work. 12. SUPPORT (1) End users shall contact Supplier for any questions, problems or incidents related to use of the Extension(s). Supplier must register support contact information when submitting the Extension. Supplier guarantees to start on a support request from an end user within 8 hours after receiving the request within CET on work days. (2)ITL will support Suppliers' developers trough the managed developer forum for questions related to development of Extensions. A response shall normally be given within 2 business days. ITL support can be contacted at support@itslearning.com or telephone: ITL will start on a support request within 8 hours after receiving the request within CET local time (for countries with an official ITL office) on work days. For some countries support will be provided by a local ITL partner. (3) The ITL support centre is not open Saturdays, and Sundays, Christmas Eve, New Year's Eve and public holidays. On Easter Thursday is the office is open CET. (4) ITL can also assist with technical guidance, integration and development of Extensions. This will be organized as a paid consulting project, please contact extensions@itslearning.com for more information. 13. INTELLECTUAL PROPERTY RIGHTS AND OTHER RELEVANT RIGHTS (1) Supplier warrants that Supplier holds all intellectual property rights to the Extension. This Agreement does not transfer ownership of intellectual property rights in the Extension to ITL. Supplier hereby grants ITL and its customers, partners, agents and subcontractors a non-exclusive, transferable, worldwide license to all relevant intellectual property rights to use, copy, reproduce, transmit, display, make available, perform, modify or otherwise exploit the Extension for the purposes of ITL's fulfilment of its obligations and rights under this agreement. (2) This Agreement does not transfer ownership of intellectual property rights in the Extensions API, Platform or ITLs software to Supplier. (3) Supplier is not permitted to reverse engineer, reconstruct, decompile, disassemble, modify or access the source code for ITL s software and services, or attempt any such acts. 14. CONFIDENTIALITY (1) The parties shall maintain full secrecy regarding sensitive information concerning the other party that they obtain knowledge of in course of working together. The obligation of confidentiality also applies after the termination of this Agreement.

5 15. CHANGES TO PROGRAM REQUIREMENTS OR TERMS (1) ITL may at any time change the Program Requirements or the terms of this Agreement. In order to continue using the Extension API the Supplier must accept and agree to the new Program Requirements and/or new terms of the Extensions Supplier Agreement. If the Supplier does not agree to the new Program Requirements or the new terms, the Supplier must discontinue its use of the Extension APIs. 16. DURATION AND TERMINATION (1) Termination of this Agreement shall be made in writing by any party with 12 months notice. (2) Supplier must honour any contractual commitments to ITL's customers for the length of any contract between ITL and its customers even if this Agreement is terminated. If Supplier is not able to fulfil these commitments, Supplier must refund to ITL s customers the full service fee for the current contract period (up to 5 years). 17. CHOICE OF LAW AND LEGAL VENUE (1) This agreement and any amendments or revisions hereto shall be governed and construed in accordance with Norwegian Law without regard to principles of conflicts of laws. Any case, controversy, suit, action or proceeding arising out of, in connection with or related to this agreement shall be brought before the Bergen District Court in Norway (Bergen Tingrett). Supplier hereby waives any objection that the Supplier may have to personal jurisdiction in this court. (2) ITL may choose to pursue claims against Supplier before Supplier's legal domicile. ACCEPTANCE OF TERMS IF YOU ARE READING THIS ON ITSLEARNING.COM: THIS IS A LEGAL AGREEMENT BETWEEN SUPPLIER AND ITL. IF YOU AGREE TO BE BOUND AS SUPPLIER BY ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN, CLICK THE AGREE BUTTON DISPLAYED AT THE END OF THIS AGREEMENT. BY CLICKING AGREE OR BY ACTIVATING EXTENSIONS, YOU AGREE ON YOUR OWN BEHALF AND/OR ON BEHALF OF YOUR COMPANY/INSTITUION TO THE TERMS AND CONDITIONS STATED BELOW. IF YOU DO NOT OR CANNOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU CANNOT ACTIVATE EXTENSIONS.