Services Agreement Initial School Year


Safe Kids, Inc. - Logo (2019)

Services Agreement

This Services Agreement (this “Agreement”) is made and entered into by and between:

  1. Safe Kids Inc., a California corporation with offices at 2618 San Miguel Drive, Suite 315, Newport Beach, California 92660 (“Provider”)

AND

  1. School/District Name: (“Client”) at
    Client Address:  
    (individually, a “Party” and collectively, the “Parties”).

Effective Date: August 13, 2022

Client is purchasing the Services for the above-named school(s)/district(s) with the following number of students and user accounts (“Authorized Locations”) for the school year commencing [2022/23].

Number of Students:  
Number of User Accounts (teachers/principals):  

Terms & Conditions

  1. Term. This Agreement will commence on the Effective Date and will be effective until [June 30, 2023], unless this Agreement is terminated earlier in accordance with the terms of this Agreement (the “Term”). The parties may negotiate in good faith an extension to the Term, provided that any such extension will only be effective upon the mutual written agreement of the Parties.
  2. Services. Provider shall give Client access to its training materials designed to help Client’s faculty, staff, teachers, administrators, or other educators (“Authorized Users”) train and administer Provider’s curriculum, including Provider’s proprietary H.E.R.O. Program (“Licensed Content”) to students in Preschool or grades K-12 (“Services”) via an online learning platform (“Learning Portal”).
    1. Restrictions. During the Term and thereafter, Client shall not, and shall not permit any of its Authorized Users or any third parties to, directly or indirectly: (a) act as a reseller or distributor of, or a service bureau for, the H.E.R.O. Program, or otherwise use, exploit, make available or encumber any of the H.E.R.O. Program to or for the benefit of any third party; (b) use or demonstrate the H.E.R.O. Program in any other way that would be competitive with Provider; (c) reverse engineer, disassemble or decompile the H.E.R.O. Program, or attempt to derive the source code or underlying ideas or algorithms of any part of the H.E.R.O. Program Learning Portal; (d) remove any notice of proprietary rights from the H.E.R.O. Program; (e) copy, modify, translate or otherwise create derivative works of any part of the H.E.R.O. Program; (f) use the H.E.R.O. Program in a manner that interferes or attempts to interfere with the proper working of the Learning Portal, or any activities conducted in connection with the Learning Portal, including bypassing or attempting to bypass any privacy settings or measures used to prevent or restrict access to the H.E.R.O. Program; (g) use or allow the transmission, transfer, export, re-export or other transfer of any software, technology or information forming a part of the H.E.R.O. Program in violation of any export control or other laws and regulations of the United States or any other relevant jurisdiction; or (h) use the H.E.R.O. Program or Learning Portal to share inappropriate materials, including (i) materials containing viruses or other harmful or malicious code; (ii) copyrighted materials to which Client does not have sufficient rights; or (iii) other materials prohibited by applicable international, federal, state, or local laws and regulations.
    2. Support. During the term, Provider shall use commercially reasonable efforts to provide the services necessary to remedy any software function that does not operate in substantial conformance to the Documentation (an “Error”). Provider will provide access to H.E.R.O. Experts (individuals trained to answer questions regarding Provider’s curriculum) as part of Provider’s Services. H.E.R.O. Experts shall provide Client with email and telephone consultation during the hours of 8:00 am through 4:00 pm US Pacific Time, Monday through Friday, except holidays recognized by the United States federal government. Such consultation shall include technical advice concerning the use and operation of the H.E.R.O. Program and Learning Portal, including clarification of functions and features of the H.E.R.O. Program, and clarification of documentation, as well as Error verification, analysis, corrections, and workarounds. All services provided shall be provided remotely from Provider’s place of business or other such locations designated by Provider, unless otherwise mutually agreed upon by Provider and Client.
  3. Updates. During the Term, Provider shall supply Client, without charge, any revisions, corrections, and upgrades of the H.E.R.O. Program that is made generally available by Provider to its other Clients free of charge.
    1. Continuous Development. Client acknowledges that Provider may continually develop, deliver, and provide to Client, at Provider’s sole discretion, on-going innovation to the H.E.R.O. Program in the form of new features, functionality, and efficiencies. Accordingly, Provider reserves the right to automatically modify the H.E.R.O. Program or Learning Portal from time to time. Some modifications will be provided to Client at no additional charge. Provider may condition the implementation of other modifications on Client’s payment of additional fees, provided Client may continue to use the version of the H.E.R.O Program that Provider makes generally available (without such features) without paying additional fees.
  4. Access. Prior to receiving access to the Licensed Content, Client’s Authorized Users must complete training offered by Provider. Subject to the foregoing, Client’s Authorized Users may access the Licensed Content through electronic delivery or a website using one or more unique usernames and passwords that will be made available during the Term. Client shall only provide such access to Authorized Users for the purpose of (i) training Authorized Users in connection with administering the Licensed Content and (ii) administering the Licensed Content to students at the Authorized Locations. Client will make Authorized Users aware of Provider’s Confidentiality and Intellectual Property requirements of this Agreement set forth in Sections 6 and 8, respectively.
  5. License Grant. Provider grants Client a non-exclusive, revocable, and non-transferable license to view, download, print out, make copies, or display the Licensed Content, accessible through Provider-authorized channels only, for the purposes of training Authorized Users and administering the Licensed Content to students during the Term only. For avoidance of doubt, Authorized Users may not distribute the Licensed Content to unauthorized individuals. The license remains valid in the event Provider modifies, replaces, or supplements the Licensed Content during the Term.
  6. Fees. Pursuant to the agreement between Provider and Raptor Technologies, LLC (a Texas Limited Liability Company), Client receives the H.E.R.O. Program at no cost for the length of the Term. Client must maintain an active account, in good standing, with Raptor Technologies, LLC for the length of the Term in order to receive the H.E.R.O. Program at no cost. Should the Subscription Services Agreement with Raptor Technologies, LLC be terminated by either party, Client will have the option to purchase the H.E.R.O. Program at the generally available cost by Provider to its other Clients. Client shall notify Provider of the termination of the Subscription Services Agreement within thirty (30) days of termination. Client will then have the option to continue services at cost or termination the no-cost Term. Fees for additional services (professional development, training, consulting, travel reimbursement, etc.) are outside of the H.E.R.O. Program no cost Term and are mutually agreed upon by Provider and Client. Client shall pay Provider within thirty (30) days of the date of Provider's invoice(s). Should any sale and/or use tax be imposed on any part of this transaction, said tax shall be collected from Client and remitted by Provider.
  7. Confidentiality. Client must hold in strictest confidence and may not disclose to any third party any Confidential Information provided to it by Provider. Confidential Information is any data, reports, writings, communications, or other information provided to, learned by, or made available to Client by Provider in the course of this Agreement, including this Agreement. Client must take all reasonable measures to ensure that its employees, Authorized Users, officers, and agents comply with this obligation of confidentiality. Nothing in this section in any way restricts or impairs Client’s right to use, disclose or otherwise deal with any information or data that is its own Confidential Information or that: (a) at the time of receipt is generally available to the public or thereafter becomes generally available to the public by publication or otherwise through no act of Client; (b) was within its possession prior to the time of receipt and was not acquired directly or indirectly from Provider or any person, firm, or corporation acting on Provider’s behalf; or (c) is independently made available as a matter of right to Client by a third party who is under no confidentiality obligation to Provider. If Client might be required to disclose Confidential Information belonging to Provider pursuant to a court order, other legal processes, or a demand for information by a government agency, Provider must immediately notify Provider and cooperate with Provider’s reasonable requests for assistance in limiting or restricting the disclosure. Client acknowledges and agrees that the Confidential Information belonging to Provider represents valuable proprietary information and trade secrets whose disclosure would cause irreparable loss and damage to Provider. Therefore, in the event of the unauthorized disclosure of Provider’s Confidential Information, Provider may seek equitable relief, including an injunction, against Client in addition to any other remedies that might be available to it under this Agreement or at law.
  8. Indemnification. Client will indemnify, defend, and hold harmless Provider to the maximum extent allowed by law from and against all claims, demands, litigation, or similar actions based upon willful acts or negligence of Client in connection with its performance or breach of this Agreement. Provider shall be entitled to reasonable legal costs and attorneys' and experts' fees related to any suit, action, or proceeding by any person against Provider where such loss or liability was caused by Client's willful acts or negligence in connection with this Agreement.
  9. Intellectual Property.
    1. Pre-Existing Intellectual Property Rights. Ownership of the Intellectual Property Rights (“IPR”) in any item which exists prior to the commencement of this Agreement will not be altered, transferred, or assigned merely by virtue of that item’s use for the purposes of this Agreement. IPR includes all present and future intellectual property rights, including rights pertaining to confidential information, copyright, patents, trademarks or service marks, and designs (whether registered or unregistered).
    2. License to use Provider’s IPR. All materials, including logos, trademarks, and copyright content in connection with materials for print and digital media submitted to Client from Provider under this Agreement constitute Provider’s IPR. During the Term, Provider grants to Client a non-exclusive, revocable, non-transferable license to use, print out, or display Provider’s IPR, including Provider’s Safe Kids, Inc. logo and H.E.R.O. trademark, solely to enable Client’s Authorized Users to administer the Licensed Content. Client may use the H.E.R.O. Designation Badge in any non-disparaging manner during the Term.
    3. Feedback. Client hereby grants to Provider a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use and incorporate into the H.E.R.O. Program any suggestions, enhancement requests, recommendations, or other feedback provided by Client, including its Authorized Users, relating to the H.E.R.O. Program.
  10. Client Obligations. Client represents it has the right, power, and authority to enter into this Agreement. Client will ensure that any Authorized Users employed or engaged by Client to administer the Licensed Content will comply with Provider’s Confidentiality and Intellectual Property requirements of this Agreement in Sections 6 and 8, respectively. Client will promptly notify Provider of any instance of non-compliance.
    1. Additional Obligations. For the avoidance of doubt, Client shall maintain a list of Authorized Users who have been given a username and password to access the Licensed Content. Client will ensure that Authorized Users shall not publish, distribute, modify, sell, or sublicense the Licensed Content, or share their access to the Licensed Content to non-authorized persons. Client will endeavor to timely notify Provider of any circumstances which make unauthorized access to the Licensed Content likely or possible. Client and its Authorized Users are expressly prohibited from continuing to implement or teach the Licensed Content, in any way, past the duration of the Term but are encouraged to negotiate an extension of the Term.
    2. Provider Rights. Provider reserves the right to electronically monitor access to its Licensed Content to prevent or block fraudulent or unauthorized use thereof. If such monitoring indicates that Client or its Authorized Users are not in compliance with these terms and conditions, or fraudulent or unauthorized activity is suspected, Provider reserves the right to take action it deems necessary, including but not limited to, suspension or termination of Client’s license granted herein.
    3. Technology Obligation. Client will be responsible for obtaining and maintaining, at the Client’s expense, all of the necessary telecommunications, computer hardware, software, and internet connectivity required by Client or any Authorized User to access the H.E.R.O. Program and Learning Portal from the internet.
  11. Disclaimer of Warranties. PROVIDER GRANTS ACCESS TO SERVICES AND LICENSED CONTENT ON AN “AS IS” AND “AS AVAILABLE” BASIS. PROVIDER DOES NOT WARRANT THAT ACCESS TO OR USE OF THE LICENSED CONTENT OR THE INFORMATION PROVIDED THEREIN, OR SERVICES PROVIDED THEREWITH WILL BE UNINTERRUPTED OR ERROR-FREE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE PROVIDER MAKES NO AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF AVAILABILITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (INCLUDING BUT NOT LIMITED TO PREVENTING HARM OR SAVING LIVES), AND NONINFRINGEMENT, WITH RESPECT TO ITS SERVICES AND LICENSED CONTENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW.
  12. Limitation of Liability. PROVIDER SHALL NOT BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING DIRECTLY OR INDIRECTLY OUT OF CLIENT’S OR ITS AUTHORIZED USERS’ USE OF OR RELIANCE ON THE LICENSED CONTENT, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGE TO PROPERTY OR PHYSICAL, PERSONAL, OR EMOTIONAL INJURIES CAUSED BY A VIOLENT INCIDENT AT ANY AUTHORIZED LOCATION. PROVIDER’S LIABILITY TO CLIENT FOR ANY CLAIM FOR DAMAGES RELATING TO THE LICENSED CONTENT REGARDLESS OF THE FORM OF THE ACTION, AND WHETHER BASED IN CONTRACT OR TORT, SHALL BE LIMITED IN THE AGGREGATE TO THE AMOUNT OF THE SERVICE FEES PAID BY CLIENT FOR THE TERM.
  13. Survival. The following sections shall survive expiration or termination of this Agreement: Arbitration, Confidentiality, Governing Law/Forum, Indemnification, Intellectual Property, Disclaimer of Warranties, and Limitation of Liability.
  14. Termination.
    1. If either Party breaches any provision of this Agreement and if such breach is not cured within thirty (30) days after receiving written notice from the other Party specifying such breach in reasonable detail, the non-breaching Party shall have the right to terminate this agreement by giving written notice thereof to the Party in breach, which termination shall go into effect immediately on receipt.
    2. Upon termination of this Agreement, Client shall return or destroy all copies of any content, Licensed Content, or Confidential Information in Client’s possession as directed by Provider. For avoidance of doubt, Client may not use Licensed Content outside any applicable Term.
    3. All fees for Provider’s services are nonrefundable. Without limiting the foregoing, no refunds or credits will be issued for partial periods of service, downgrade refunds, nonuse of services, or refunds for unused periods in the event of termination under this agreement.
    4. Provider shall have no further obligations of any kind to Client upon termination or expiration of this Agreement.
  15. California Consumer Privacy Act.
    1. Provider shall not retain, use, or disclose any personal data that constitutes “personal information” under the California Consumer Privacy Act of 2018 and any regulations promulgated thereunder, in each case, and amended from time to time (“CCPA”), (“CA Personal Information”), for any purpose other than for the specific purpose of providing the H.E.R.O. Program, or as otherwise permitted by CCPA, including retaining, using, or disclosing the CA Personal Information for a commercial purpose (as defined in CCPA) other than providing the H.E.R.O. Program.
    2. Provider shall not (a) sell any CA Personal Information; (b) retain, use or disclose any CA Personal Information for any purpose other than for the specific purpose of providing the H.E.R.O. Program, including retaining, using, or disclosing the CA Personal Information for a commercial purpose (as defined in the CCPA) other than provision of the H.E.R.O. Program; or (c) retain, use or disclose the CA Personal Information outside of the direct business relationship between Provider and Client. Provider hereby certifies that it understands its obligations under this section and will comply with them.
    3. Provider will process CA Personal Information only in accordance with Client’s instructions. By entering into this Agreement, Customer instructs Provider to process CA Personal Information to provide the H.E.R.O. Program. Client acknowledges and agrees that such instruction authorizes Provider to process Personal Data (a) to perform its obligations and exercise its rights under the Agreement; (b) perform its legal obligations and to establish, exercise, or defend legal claims in respect of the Agreement; (c) pursuant to any other written instructions given by Client and acknowledged in writing by Provider as constituting instructions for purposes of this Agreement; and (d) as reasonably necessary for the proper management and administration of Provider’s business.
    4. Notwithstanding anything in the Agreement or any Invoice entered in connection therewith, the parties acknowledge and agree that Provider’s access to CA Personal Information or any other personal data does not constitute part of the consideration exchanged by the parties in respect of the Agreement.
  16. Miscellaneous.
    1. Amendment. This Agreement may only be modified or amended if the amendment is made in writing and is signed by both parties.
    2. Assignment. Client may not assign or transfer its rights, obligations, or interest in this Agreement to any third party.
    3. Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration hearing shall take place in Orange County, CA before a single arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, Provider may immediately bring a proceeding seeking preliminary injunctive relief in a court having jurisdiction thereof which shall remain in effect until a final award is made in the arbitration. The arbitrator shall be a practicing attorney or retired judge with at least fifteen years of total working experience and shall issue a reasoned decision. The arbitrator shall only require the parties to disclose documents that they intend to rely on in the presentation of their case at the hearing. If the arbitrator determines that a party has generally prevailed in the arbitration proceeding, then the arbitrator shall award to that party its reasonable out-of-pocket expense related to the arbitration, including filing fees, arbitrator compensation, attorney’s fees, and legal costs.
    4. Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all counterparts together shall constitute a single agreement.
    5. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the Parties as to the subject matter of this Agreement, and all previous understandings, representations, and warranties are hereby excluded. The terms and conditions in this Agreement supersede those set forth in any prior oral or written communications between the Parties. This Agreement shall take precedence over any other documents which may be in conflict with this Agreement.
    6. No Joint Venture. Nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership.
    7. Force Majeure. For purposes of this section, an event of “Force Majeure” means government action, war, terrorism, fire, explosion, flood, strike, lockout, embargo, or any other cause beyond the control and without the fault or negligence of the defaulting Party. If a Party (the “Affected Party”) is prevented or hindered by an event of Force Majeure from fully or partly complying with any obligation (except for the payment of money) under this Agreement, that obligation is suspended for the duration of such event of Force Majeure, provided that the Affected Party notifies the other Party in writing within three (3) days of the event of Force Majeure occurrence. If a delay caused by an event of Force Majeure continues for more than sixty (60) days, the Affected Party may terminate this Agreement by giving fourteen (14) days’ written notice to the other Party. This Agreement will terminate at the end of the fourteen (14) day period unless, in the meantime, the event of Force Majeure ceases to prevent the Affected Party’s performance.
    8. Governing Law/Forum. This Agreement shall be construed in accordance with the laws of the State of California and the Parties hereby irrevocably consent to the state or federal courts located in Orange County, CA. Application of the U.N. Convention on Contracts for the International Sale of Goods is hereby excluded.
    9. Notices. Any notices under this Agreement shall be given in writing and shall be delivered (a) by electronic mail (b) by certified mail, or (c) by a commercial overnight courier that guarantees next day delivery and provides a receipt. Such notices shall be delivered to the named signatories at the physical address for each party provided in the first paragraph of this Agreement, or to such other address as a Party may from time to time specify in writing to the other Party. Any notice shall be effective only upon delivery.
    10. Public Announcements/Disclosures. Customer shall not make any announcements or statements to the public or the media concerning this Agreement or anything arising under this Agreement without the prior written approval of Provider, including but not limited to disclosing contents of the Licensed Content, any information concerning any proposed activities, strategies, products, brands, or advertising.
    11. Severability. If any provision of this Agreement shall be determined to be null and void, or otherwise legally unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.
    12. Successors and Assigns. This agreement shall be binding on and inure to the benefit of the Parties hereto and their respective heirs, legal or personal representatives, successors, and assigns.
    13. Waiver. The failure of either Party to insist upon strict performance of any of the terms and provisions of this Agreement will not be deemed a waiver of any subsequent breach or default in the terms or provisions of this Agreement.

Client acknowledges and agrees it as had the opportunity to review the Agreement, including without limitation, the Terms, prior to the execution of this Services Agreement. Client designates the following person (named and signed below) as its authorized representative to serve as the point person for all communications with Provider in connection with this Agreement.

BY SIGNING BELOW, EACH PARTY REPRESENTS IT HAS READ, HAS AUTHORITY, AND AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS.

ACCEPTED & AGREED:

SAFE KIDS, INC.

Name: Adam Coughran
Title: President
Date: August 13, 2022

CLIENT:
Name:  
Title:  
Date: August 13, 2022

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Signed by Adam Coughran
Signed On: July 25, 2022


Signature Certificate
Document name: Services Agreement Initial School Year
lock iconUnique Document ID: 88901c25f5b4fb99d9673f2b6411d997ca51918b
Timestamp Audit
October 29, 2020 6:54 am PDTServices Agreement Initial School Year Uploaded by Adam Coughran - [email protected] IP 2600:8802:6380:7:c171:7f10:6ab3:aa27
October 29, 2020 10:44 am PDT Document owner [email protected] has handed over this document to [email protected] 2020-10-29 10:44:19 - 67.220.7.175