For certain delivery methods of Switched-On, Licensee is advised by AOP to use AOP's hosting services, which requires high speed Internet connection at Licensee's facility, payment for which licensee is solely responsible. Licensee may opt out of hosting services where such Internet connections are unavailable, but understands that all pricing contained in the SOS Site License Agreement remains in full force and effect, and that there will be no adjustments or credits given to Licensee by AOP for Licensee opting out of AOP's hosting services. Please ask your AOP representative for further details regarding the methods of delivery recommended by AOP for AOP Hosting.
AOP is in the business of providing educational products, services, and technologies serving both paper-based and technology-based venues, and
Licensee is desirous of using AOP's technological services to host the database component(s) for the computer-based Switched-On Schoolhouse Christian curriculum (the Curriculum) which has been authored and developed by AOP and subsequently placed on AOP's Switched-On Schoolhouse platform,
For good and valuable consideration the parties hereby agree to the following terms and conditions:
AOP and Licensee agree that AOP shall host and manage the database component(s) of the Curriculum for Licensee which will accommodate data pertaining only to the Curriculum described above and which will be taught by Licensee faculty during the school year(s) covered by the Switched-On Site License. Collected and stored may include, but is not limited to the following information (Student Data):
Student records pertaining to Curriculum unit or course work, grades, progress, attendance, status and schedule and student-instructor correspondence and may include personal student information such as name, address, e-mail address and telephone number, etc.
The sole intended use of AOP's received and collected Student Data is to a) enable Curriculum instructor and students to complete computer-based Curriculum unit or course work, grading, and feedback; b) enable Curriculum instructor and students to access completed work, grades and correspondence throughout the duration of the school year(s) as set forth above; and c) store back-up film of the Student Data and, if necessary, to retrieve and verify Student Data for Licensee, and, upon receipt of written request from Licensee, or upon the termination of this Addendum, to provide Licensee a complete back-up of the database. Upon receipt and acceptance of any such back-up database by Licensee, AOP shall destroy all copies of the database in its possession. After destruction of the database, AOP shall be absolved of all further responsibility for the database and the Student Data included therein.
AOP and SCHOOL recognize that the database and Student Data is considered CONFIDENTIAL. AOP and Licensee are each desirous of maintaining rigorous control over the database and its contents. AOP and Licensee therefore agree that they will each exercise due care to prevent access of the database and Student Data to any third party.
AOP and Licensee shall restrict access to the database and Student Data to only those employees of AOP and Licensee or other authorized persons who must have such access in order to perform their specific duties or obligations pursuant to AOP AND School's businesses. AOP and Licensee agree to take all necessary and proper precautions to ensure that unnecessary and unauthorized access to the database and Student Data by their employees does not occur.
AOP shall treat the Student Data contained in the database as CONFIDENTIAL and belonging solely to Licensee and shall not copy or duplicate any portion of the database, except as required for security and/or archival purposes.
AOP AND SCHOOL agree to notify one another immediately, in writing, of any unauthorized access, use or disclosure of any portion of the database by AOP or Licensee or a by a third party due to AOP's or Licensee's failure to protect the database, either directly or indirectly. AOP or Licensee shall promptly furnish the other with full details of such access, use or disclosure; shall assist in preventing any recurrence thereof; and shall cooperate with one another fully in any litigation or other proceedings that may occur as a result of such access, use or disclosure.
AOP will take all necessary and reasonable measures to protect the data housed in its servers, both remote and in-house, in compliance with AOP's Privacy Policy. Licensee agrees to indemnify, defend and hold AOP completely harmless in the event that Student Data is in any way accessed by unauthorized parties, or if the security or integrity of the database is in any way compromised, including but not limited to mechanical or electronic malfunctions or failures leading to data loss, viruses, piracy, hacking, or other unforeseen circumstances.
Licensee agrees to be bound by the terms and conditions of AOP's Switched-On Schoolhouse End User's License Agreement, which is embedded in every CD-ROM-based copy of Switched-On Schoolhouse and also may be viewed in its entirety at the AOP.com website under Additional Legal Notices. Further, Licensee agrees to conform to all FERPA regulations, if applicable to Licensee, concerning the storage of Student Data by AOP. Licensee assumes the entire responsibility and risk for notifying and informing the parent(s) or guardian(s) of each student using the Curriculum in regard to the storage of the student's Student Data pertaining to this Addendum, including AOP's Privacy Policy attached hereto.
The rights granted hereunder shall not be assigned or otherwise transferred by AOP or SCHOOL without the prior written consent of both parties, which consent may be withheld in AOP's sole and absolute discretion.
The obligations of the parties hereunder will be interpreted, construed, and enforced in accordance with the laws of the State of Arizona.
Any dispute or claim for monetary damages arising out of or relating to this Agreement, including the breach thereof, shall first be submitted to mediation, and if necessary, legally binding arbitration in Maricopa County, Arizona, in accordance with the Rules for the Institute of Christian Conciliation. Licensee and Licensor shall each name one (1) arbitrator and those two shall name a third arbitrator. If the third arbitrator is not named within thirty (30) days after the naming of the second arbitrator, then the ICC shall name the third arbitrator.
The award by two or three of the arbitrators shall be final and binding and judgment may be entered in any court of law having competent jurisdiction and residing in Maricopa County, Arizona. The award is subject to confirmation, modification, correction or vacation only as explicitly provided in Title 9 of the U.S. Code. The prevailing party shall be entitled to an award of reasonable attorney's fees and the parties may petition the arbitrators for pre-award and post-award.