Master Services and License Agreement

*Applicable to Organizations Utilizing Acadeum Course Share

Revised: July, 2024 - Version 9.0

This Master Services and License Agreement (“MSLA”) between College Consortium, Inc., doing business as Acadeum (“Acadeum”), and the Client named in the Order Form, for the use of Acadeum Course Share (“Client”).

WHEREAS, Acadeum engages with a network of academic partners that share access to online courses via an online platform known as Acadeum Course Share, for the purpose of improving student access, outcomes and affordability; and

WHEREAS, Client desires to use Acadeum Course Share and receive the benefits therefrom.

NOW, THEREFORE, in consideration of the mutual promises contained herein, Acadeum and Client agree as follows:

1. Definitions

“Academic Partner” refers to a Client that acts as a Home Institution, Teaching Institution or a combination thereof, that is authorized to use the Platform and receive the Benefits in accordance with its terms.

"Aggregated Statistics" means data and information related to Client's use of the Platform (or provided by Client, an Academic Partner represented by Client, or an Authorized User) that is used by Acadeum in an aggregate and anonymized manner, including to compile user, statistical and/or performance information related to the provision and operation of the Platform.
“Authorized Users” refer to, collectively, all personnel of Client and any Academic Partner represented by a System Partner (if applicable), including its and their administrative staff, faculty and students, as applicable, that have been given authority to access and use the Platform.
“Benefits” refers to Platform Access, Enrollment Management, Course Hosting, and any additional services listed in the Order Form.
"Client Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Client or an Authorized User through the Platform.
“Course” refers to an online course made available through the Platform. Courses can be (i) credit-bearing courses provided as part of an educational program of a Home Institution or (ii) non-credit certificate courses.
"Course Drop Date” refers to the date designated by a Teaching Institution by which a Student may withdraw from an Enrollment.
“Course Hosting” refers to a Benefit provided by Acadeum that enables Teaching Institutions to post an inventory of Course Sections with available seats to prospective Students; and then approve and accept Enrollment Requests to these Course Sections, in each case via the Platform.
“Course Section” refers to the specific instance of a Course in which an Enrollment can be purchased. Each Course Section will include a specific Course Section Number that corresponds to a Course and Course Number, Educator, class schedule and Registration Fee.
“Educator” refers to an individual that a Teaching Institution has authorized to teach a Course.
“Enrollment” means one Student enrolled in one Course Section following an Enrollment Request by a Home Institution, and the Enrollment Request’s subsequent approval by the Teaching Institution.
“Enrollment Management” refers to a Benefit provided by Acadeum that records the enrollment of Students in Course Sections; enables the Teaching Institution to submit grades and/or final completion status; and provides the Teaching Institution with a seamless, electronic transfer of applicable Registration Fees, in each case via the Platform.
“Enrollment Request” refers to a request for an Enrollment made by a Home Institution on behalf of a prospective Student to enroll in a Course Section. The Enrollment Request must be approved by the Teaching Institution via a Registration Approval prior to registering an Enrollment in a Course Section.
“Fees” refers to Platform Access Fees, Course Hosting Fees, and Processing Fees, as more fully detailed in Section 6.
“FERPA” is the Family Educational Rights and Privacy Act.
“Home Institution” refers to an Academic Partner that (i) approves a Course to be offered under its curriculum, (ii) submits an Enrollment Request to the Teaching Institution to enable a prospective Student to enroll in a Course Section of such approved Course, and (iii) upon receipt of a Registration Approval, purchases the Enrollment on behalf of such prospective Student.
“Materials” refers to the instructional materials provided by a Teaching Institution for its Courses.
“MSLA” means this Master Services and License Agreement, as amended and/or supplemented from time to time, together with the Order Form and all schedules, exhibits and attachments.
“MSLA Effective Date” refers to the Effective Date set forth in the Order Form.
“Network Partners” refers to all entities that have been authorized by Acadeum, in writing, to access and utilize the Platform.
“Party” refers to each of Acadeum and Client individually, and collectively as the “Parties”.
“Personal Information” means personally identifiable information of a Student derived from education records as defined in 34 CFR 99.3, which are collected or processed by Acadeum via the Platform.
“Platform” refers to the Acadeum Course Share website located at https://courseshare.acadeum.com/, including the Application Programming Interfaces (APIs) that exchange data between Clients and other products developed to support Course sharing.
“Platform Access” refers to a Benefit provided by Acadeum for an Academic Partner and its Authorized Users to access and utilize the Platform in accordance with the terms of this MSLA.
“Registration Approval” refers to the approval by a Teaching Institution to accept an Enrollment Request.
“Registration Fee” refers to the price at which a Teaching Institution accepts for an Enrollment. The Registration Fee is set by the Teaching Institution in its sole discretion and is only available to Authorized Users via the Platform.
“Student” refers to an individual enrolled in a Course via the Platform.
“System Partner” refers to a Client that represents one or more Academic Partners, as named in an Order Form, whether through a consortium relationship or otherwise, for purposes of enabling such Academic Partners to receive Benefits.
“Teaching Institution” refers to an Academic Partner that offers Course Sections to prospective Students and then approves and accepts Enrollment Requests to these Course Sections, in each case via the Platform.
“TI Notification” refers to a written request by an Academic Partner to act as a Teaching Institution.

2. Acadeum’s Responsibilities

Acadeum must meet all Acadeum responsibilities set forth in this MSLA, including without limitation, the following:

Provide the Benefits listed in the Order Form for use by Client and its Authorized Users, subject to the terms and conditions of this MSLA.
Notify Client of any material changes in the Acadeum Payment Policy and the Acadeum Registration Policy, each as described in the Order Form.

3. Client Responsibilities

Client must meet all Client responsibilities set forth in this MSLA, including without limitation, the following:

Permit its Authorized Users to access the Platform and submit a request to enroll in a Course.
Obtain all required consents of its Authorized Users to enable Acadeum to communicate with and support such Authorized Users in connection with their access and use of the Platform, including any enrollment efforts.
Notify Acadeum within 5 business days of any change in its accreditation status.
Comply with all terms and conditions set forth in the Acadeum Payment Policy described in the Order Form.
Comply with all terms and conditions set forth in the Acadeum Registration Policy described in the Order Form.
Comply with all terms and conditions set forth in any consortium agreement under which Client participates.
Provide access to and interaction with, to the extent reasonably required, any its data or systems in order for Acadeum to provide the Benefits.
During the Term and for one year thereafter, without the prior consent of Acadeum, not solicit the employment of, or hire, any employee, former employee, or contractor of Acadeum who has been involved in the negotiation, operation or performance under this MSLA.

To the extent Client is a System Partner, it shall (i) promote the Platform to all Academic Partners listed in the Order Form at conferences, events, through webinars and other agreed-upon opportunities, including the distribution of marketing materials, (ii) provide Acadeum with a list of active Academic Partners within 5 days after the end of each calendar quarter, (iii) maintain a landing page on its website that links to landing and login pages on the Platform, and (iv) be responsible for the actions of such Academic Partners, including (a) ensuring the performance of all Client Responsibilities hereunder by such Academic Partners and (b) paying all fees for such Academic Partners as set forth in the Order Form. By receiving access to the Platform, each Academic Partner that is represented by a System Partner named as the Client in an Order Form agrees to be individually responsible for complying with the terms of this MSLA and paying all fees incurred by such Academic Partner, as if such Academic Partner was the Client named in the Order Form.

To the extent Client acts in the capacity of a Teaching Institution, Client shall meet the following additional obligations:

Within 30 days prior to offering a Course, disclose to Acadeum in writing (i) a list of U.S. States in which it is authorized to deliver online education, and (ii) the current Registration Fees and academic calendar applicable to its Courses.
Ensure that the Registration Fees applicable to each Course is not greater than the tuition and fees charged for enrollment in the same Course Section outside the Platform.
Respond to all Enrollment Requests in accordance with the Acadeum Registration Policy.
For each Course, maintain the sole authority over core academic functions, including (i) appointment of the Educator, (ii) delivery of the Materials, (iii) admission of Students and continuing maintenance of enrollment requirements of Students, (iv) offering and delivery of the Course, and (v) evaluation of Student performance and awarding of grades (as applicable).
Ensure that each Course satisfies its customary quality standards, and that the Materials are made available by Client to enable Students to complete the Course and obtain the applicable credits, certificate or comparable endorsement to be provided by such Teaching Institution and/or the Home Institution who purchased the Enrollment.
Determine, obtain, and maintain all regulatory, accreditation and other approvals and licenses necessary or appropriate for the delivery of its Courses.
Provide at least the same level of services and related support to Students as it provides to other students who matriculate at Client generally.
Make reasonable efforts to monitor Student attendance using its normal measures and provide attendance status to Acadeum within three days of the start of each class for a seven week or longer Course Section, and on the date of the start for Course Sections running under seven weeks.
Provide a last day of attendance upon request by Acadeum or the Home Institution.
Not communicate or engage with any Student or Home Institution, either directly or indirectly, in any manner that markets to, recruits, or otherwise influences such Student or Home Institution to change or reduce their use of the Platform or enrollment in Courses.

Client agrees that it will be responsible to ensure compliance by all of its Authorized Users who are given access to the Platform.

4. Rights Granted

Subject to the terms of this MSLA, Client is granted a non-exclusive, non-transferable and non-sublicensable right and license to use the Platform for the purpose of enabling Client and its Authorized Users to receive the Benefits.
Client grants to Acadeum a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Client Data and perform all acts with respect to the Client Data as may be necessary for Acadeum to provide the Benefits, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Client Data incorporated within the Aggregated Statistics.
Acadeum may monitor Client’s and its Authorized Users’ use of the Platform and collect and compile Aggregated Statistics from the use thereof and otherwise provided by Client or any Academic Partner represented by Client, as a System Partner. As between Acadeum and Client, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Acadeum. Client acknowledges that Acadeum may compile Aggregated Statistics based on Client Data input into the Platform or otherwise provided by Client. Client agrees that Acadeum may (1) make Aggregated Statistics publicly available in compliance with applicable law, and (2) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Client or any individual’s Personal Information.
If Client or any of its employees or contractors sends or transmits any communications or materials to Acadeum by mail, email, telephone, or otherwise, suggesting or recommending changes to the Platform or Benefits, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Acadeum is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Client hereby assigns to Acadeum on Client's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Acadeum is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Acadeum is not required to use any Feedback.

5. Ownership and Restrictions

Nothing in this MSLA shall operate as a transfer of any intellectual property developed by a Party prior to the execution of the Order Form.
Client retains all ownership and intellectual property rights to its trademarks and copyrights developed by Client and contained in any Courses and Materials it provides as a Teaching Institution.
Client retains all ownership in and to the Client Data.
Acadeum is the sole owner of the Platform and all services, products, materials, data, Aggregated Statistics, content, APIs, enhancements, analysis, and reporting tools relating thereto; and all data processing and management systems or processes, including all tangible and intangible items, trade secrets, know-how, and all intellectual property rights pertaining thereto (the “Acadeum IP”).
Client shall not market, parcel, distribute, sell or otherwise communicate the Acadeum IP without the express written consent of Acadeum.
Client shall not:
*remove or modify any markings or any notice of Acadeum’s or its licensors’ proprietary rights in the Platform;
*make the Platform or any non-Client Courses or Materials available in any manner to any third party outside of this MSLA; or
*cause or permit reverse engineering, disassembly or de-compilation of the Platform, Acadeum IP or any non-Client Courses or Materials.

6. Fees; Payment Terms; Payment Processing

Except as otherwise provided in an Order Form:

Platform Access Fees are annual fees payable by an Academic Partner for twelve-month access to the Platform, as set forth in the Order Form. Platform Access Fees will be assessed and invoiced at the MSLA Effective Date and on each subsequent anniversary.
Course Hosting Fees are annual fees payable by an Academic Partner acting as a Teaching Institution for enabling it to offer Course Sections via the Platform, as set forth in the Order Form. Course Hosting Fees will be assessed and invoiced annually, commencing on the earlier of (i) the Effective Date or (ii) the date in which a TI Notification has been approved, and continuing for the duration in which such Teaching Institution offers any Course on the Platform.
Processing Fees are fees payable by an Academic Partner acting as a Teaching Institution for the processing of Enrollments in its Course Sections via the Platform and are assessed and invoiced at the rate of twenty-five percent (25%) of the Registration Fee for each Enrollment. Processing Fees are due and payable as of the Course Drop Date.
Fees for Additional Services are fees payable by an Academic Partner in accordance with an Order Form.

All payments of Fees will be processed electronically by Acadeum in accordance with the Acadeum Payment Policy. If any payment due to Acadeum is more than 30 days overdue, Acadeum has the right in its sole discretion, in addition to any other remedies under this MSLA or pursuant to applicable law, to suspend all Benefits being provided under any applicable Order Forms without further notice to Client, until Client has paid the full balance owed.

7. Term and Termination

This MSLA shall be effective upon Client commencing on the MSLA Effective Date and continuing for the term set forth in the Order Form. In the event this MSLA expires or is terminated for any reason, all rights and licenses to the Platform, including all Benefits, shall automatically terminate immediately.

Either Party may terminate this MSLA for convenience at any time upon ninety (90) days’ prior written notice. In addition, Acadeum may terminate this MSLA if Client or any Authorized User breaches this MSLA and fails to remedy the same within 30 days after written notice of such breach is provided, if such breach is capable of being remedied. In the event of termination under this paragraph, no refund or partial refund of the Fees will be provided, and Client shall be responsible for paying all Fees incurred on or prior to the termination date.

Provisions that survive termination include those relating to warranty disclaimer, limitation of liability, and others which by their nature are intended to survive.

8. Warranties and Disclaimers

Acadeum warrants that the Platform will work in material compliance with its intended purpose. If there is a breach of the foregoing warranty, Acadeum shall, at Acadeum’s election, within thirty (30) days from the date Client notifies Acadeum of the non-conformance (i) correct the nonconformance in the Platform so that it operates in accordance with its intended purpose; (ii) replace any non-conforming component of the Platform with component(s) that performs in accordance with its intended purpose; or (iii) in the event that Acadeum reasonable determines that neither of the foregoing is practicable, refund all amounts Client has pre-paid to Acadeum for the non-conforming component of the Platform. The foregoing are Client’s sole remedies and Acadeum’s exclusive obligations in connection any non-conformance of, the Platform during the term of this MSLA. EXCEPT AS SPECIFICALLY PROVIDED IN THIS MSLA, ACADEUM EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES AND CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. ACADEUM MAKES NO WARRANTY THAT ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, CURRENT, ACCURATE, COMPLETE OR ERROR-FREE.

CLIENT ASSUMES ALL RISK AND RESPONSIBILITY FOR THE SELECTION OF COURSES PROVIDED UNDER THE PLATFORM TO ACHIEVE CLIENT'S INTENDED RESULTS. CLIENT UNDERSTANDS THAT ACADEUM DOES NOT ENABLE, SUPPORT OR PROVIDE THE COURSES, EDUCATORS OR MATERIALS OR ENSURE ACCREDITATION THEREFOR, AND ACADEUM SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER IN CONNECTION THEREWITH OR ARISING THEREFROM.

CLIENT ACKNOWLEDGES THAT ACADEUM HAS THE SOLE RIGHT TO WITHDRAW ANY COURSE SECTION OFFERED ON THE PLATFORM, AT ITS SOLE DISCRETION.

9. Limitation of Liability

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE, WHETHER UNDER THEORIES OF CONTRACT, TORT, OR OTHERWISE, EVEN IF SUCH DAMAGES WERE FORESEEABLE. EXCEPT FOR DAMAGES BASED ON NONPAYMENT OR BREACH OF A PARTY’S PROPRIETARY RIGHTS, EACH PARTY’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS MSLA (EXCLUSIVE OF FEES PAYABLE), WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE TOTAL FEES PAID TO ACADEUM UNDER THIS MSLA.

10. Nondisclosure

By virtue of this MSLA, the Parties may have access to information that is confidential to one another (“Confidential Information”). The Parties each agree to disclose only information that is required for the performance of obligations under this MSLA. Confidential Information shall be limited to the terms of this MSLA and information required for the performance of obligations under this MSLA that is clearly identified as confidential at the time of disclosure.

A party’s Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other Party; (b) was in the other Party’s lawful possession prior to the disclosure and had not been obtained by the other Party either directly or indirectly from the disclosing Party; (c) is lawfully disclosed to the other Party by a third party without restriction on the disclosure; or (d) is independently developed by the other Party.

Each Party agrees not to disclose each other’s Confidential Information to any third party other than those set forth in the following sentence for a period of three (3) years from the date of disclosure. Acadeum may disclose Confidential Information only to those employees, agents, subcontractors or other Network Partners who require such Confidential Information in order for Acadeum to perform the Services hereunder. Acadeum shall ensure that any employees, agents or subcontractors that receive Confidential Information hereunder shall protect against its disclosure in a manner no less protective than under this MSLA. Nothing shall prevent either Party from disclosing the terms under this MSLA in any legal proceeding arising from or in connection with this MSLA or disclosing the Confidential Information to a governmental entity as required by law.

Notwithstanding anything to the contrary, Client agrees that Acadeum may publicize Client’s use of the Platform on its list of Network Partners located at www.courseshare.acadeum.com/institutions.

11. Use of Logo and Trademarks

Acadeum grants Client a non-exclusive, non-transferable right and license to use, during the term of this MSLA, the Acadeum name and logo on Client’s marketing materials solely to promote the Platform and any Courses in conjunction with Client’s other course offerings. Client shall not use the Acadeum name and logo in a manner that misrepresents Client’s relationship with Acadeum or is otherwise misleading, or that reflects negatively on Acadeum.

Client grants Acadeum a non-exclusive, non-transferable right and license to use, during the term of this MSLA, Client’s name and logo within the Platform and on Acadeum’s marketing materials solely to (a) promote the Platform and (b) support Client and its Authorized Users in connection with the use of the Platform. Acadeum shall not use the Client name and logo in a manner that misrepresents Client’s relationship with Acadeum or is otherwise misleading, or that reflects negatively on Client.

12. Student Privacy

Each Party shall act in accordance with all applicable laws and regulations relating to the security and privacy of Personal Information of Students. Acadeum agrees to comply with all applicable provisions of FERPA in collecting and processing Personal Information. Client shall not provide to Acadeum, either directly or via the Platform, any Personal Information pertaining to any Authorized User without first obtaining the lawful consent of such Authorized User.

13. Independent Contractor Status

Acadeum is an independent contractor, and the Parties agree that no partnership, joint venture, or agency relationship exists between the parties. Neither Party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party, nor to represent the other party as agent, employee, franchisee, or in any other capacity. The relationship between the Parties is not exclusive.

14. Governing Law

This MSLA is governed by the substantive and procedural laws of the state of organization of Client.

15. Force Majeure

Except for payments due, neither Party is liable for failure to perform the Party's obligations if such failure is as a result of Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, pandemic, epidemic, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity or telephone service. If a party asserts Force Majeure as an excuse for failure to perform the Party's obligation, then the non-performing Party must prove that the Party took reasonable steps to minimize delay or damages caused by foreseeable events, that the Party substantially fulfilled all non-excused obligations, and that the other Party was timely notified of the likelihood or actual occurrence of an event described herein.

16. No Third-Party Beneficiaries

This MSLA will inure to the benefit of and be binding upon the Parties and their respective successors and assigns; nothing in this MSLA, express or implied, is intended to confer on any person other than the parties hereto or their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this MSLA.

17. Miscellaneous

Client agrees that this MSLA and the information incorporated herein by written reference (including reference to information contained in a URL, exhibit or referenced policy) are the complete agreement of the Parties, and that this MSLA supersedes all prior or contemporaneous agreements or representations, written or oral, regarding the subject matter hereof. If any term of this MSLA is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with a term consistent with the purpose and intent of this MSLA. It is expressly agreed that the terms of this MSLA shall supersede the terms in any purchase order or other non-Acadeum ordering document and no terms included in any such purchase order or other non-Acadeum ordering document shall apply. Except as otherwise expressly permitted herein, this MSLA may not be modified and the rights and restrictions may not be altered or waived except in a writing signed or accepted online by authorized representatives of Client and Acadeum. Any notice required under this MSLA shall be provided to the other party in writing (i) at the address set forth in the Order Form (if to Client) or (ii) at 2028 E Ben White Blvd., #240-6351, Austin, TX 78701 (if to Acadeum). Unless expressly permitted herein, Client may not assign this MSLA or give or transfer any Benefits or an interest in them to another individual or entity. Each Party agrees to the usage and acceptance of electronic signatures for any documents requiring signature and approval as a part of receiving the Benefits.

Master Services and License Agreement

*Applicable to Merchants Utilizing the Skills Marketplace

Revised: March, 2024

This Master Services and License Agreement (“MSLA”) between College Consortium, Inc., doing business as Acadeum (“Acadeum”), and the Client named in the Order Form to which this MSLA is referenced (“Client”), for the use of the Skills Marketplace Platform.

WHEREAS, Acadeum provides an integrated online marketplace and storefront known as Skills Marketplace Platform that connects Merchants, Partners and Customers with online course and certificate programs; and

WHEREAS, Client desires to implement and utilize the Platform and obtain the Benefits therefrom, as specified herein and in the Order Form.

NOW, THEREFORE, in consideration of the mutual promises contained herein, Acadeum and Client agree as follows:

1. Definitions

"Aggregated Statistics" means data and information related to Client's use of the Platform (or provided by an Authorized User) that is used by Acadeum in an aggregate and anonymized manner, including to compile user, statistical and/or performance information related to the provision and operation of the Platform.
“Authorized Users” refer to, collectively, all personnel of Client and any Client Affiliates represented by a System Partner (if applicable), including its and their administrative staff and faculty, who have been given authority to access and use the Platform.
“Benefits” refers to Platform Access and Enrollment Management, as listed in the Order Form.
“Client Affiliate” refers to an organization that is represented by Client, as named in an Order Form, whether through a contractual relationship or otherwise, for purposes of enabling such Client Affiliate to receive Benefits hereunder.
"Client Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by an Authorized User through the Platform.
“Course” refers to an online course, certificate or program made available by a Merchant through the Platform, but excludes a Merchant-Owned Course.
"Course Drop Date” refers to the date by which a Customer may withdraw from an Enrollment pursuant to a Partner’s policies.
“Customer” refers to an individual enrolled in a Course.
“Enrollment” means one Customer enrolled in one Course.
“Enrollment Management” refers to a Benefit provided by Acadeum that records each Enrollment and provides Client with a seamless, electronic transfer of applicable Fees via the Platform. Applicable fees shall be transferable from each Customer to Client (i.e. Merchant Fees), and from Client to each Partner (i.e. Registration Fees), as the case may be.
“Enrollment Request” refers to a request for an Enrollment.
“Fees” refers to Platform Access Fees and Course Fees, as more fully detailed in Section 6.
“FERPA” is the Family Educational Rights and Privacy Act.
“Merchant” refers to an organization that offers and sells Courses via the Platform. For purposes of the Order Form, Client is a Merchant.
“Merchant Agreement” means the agreement entered into between Merchant and a Partner governing the Merchant’s purchase and resale of the Partner’s products or services, including, if applicable, the resale of the Course to prospective Customers.
“Merchant Fee” refers to the fee charged to a Customer by a Merchant for each Enrollment. The Merchant Fee is set by the Merchant in its sole discretion and is only available to Customers via the Platform.
“Merchant-Owned Course” refers to an online course, certificate or program that is not provided by a Partner, but is made available by a Merchant through the Platform.
“MSLA” means this Master Services and License Agreement, as amended and/or supplemented from time to time, together with the Order Form and all schedules, exhibits and attachments.
“MSLA Effective Date” refers to the Effective Date set forth in the Order Form.
“Network Partners” refers to all entities that have been authorized by Acadeum, in writing, to access and utilize the Platform.
“Partner” refers to the organization that provides the Course and all relevant instruction and support for such Course.
“Party” refers to each of Acadeum and Client individually, and collectively as the “Parties”.
“Payment Processor Fee” means the processing fee charged by the Payment Processor in connection with a payment transaction; such fee is equal to 2.9% + $0.30.
“Personal Information” means personally identifiable information of a Customer derived from education records as defined in 34 CFR 99.3, which are collected or processed by Acadeum via the Platform.
“Platform” refers to the Skills Marketplace Platform located at http://skills.acadeum.com/ including the Application Programming Interfaces (APIs) that connects Merchants, Customers and Partners with Courses.
“Platform Access” refers to a Benefit provided by Acadeum that enables Client to access and utilize the Platform and turn on a storefront in connection with the promotion and sale of Courses.
“Registration Approval” refers to the approval by Partner to accept an Enrollment Request, as applicable.
“Registration Fee” refers to the fee at which a Partner has established for an Enrollment in a Course. The Registration Fee is set by the Partner in its sole discretion and is only available to Customers via the Platform.
“System Partner” refers to a Client that represents one or more Client Affiliates, as named in an Order Form, whether through a contractual relationship or otherwise, for purposes of enabling such Client Affiliates to receive Benefits hereunder.

2. Acadeum's Responsibilities

Acadeum must meet all Acadeum responsibilities set forth in this MSLA, including without limitation, the following:

Provide the Benefits listed in the Order Form for use by Authorized Users, subject to the terms and conditions of this MSLA.
Notify Client of any material changes in the Acadeum Payment Policy.
Provide all necessary onboarding services and support.

3. Client Responsibilities

Client must meet all Client responsibilities set forth in this MSLA, including without limitation, the following:

Provide Acadeum with all required fields, including but not limited to, a description of each Course it wishes to offer via the Platform.
Permit its Authorized Users to access the Platform.
Obtain all required consents of its Authorized Users to enable Acadeum to communicate with and support such Authorized Users in connection with their access and use of the Platform.
Notify Acadeum within three business days of any change in the Courses.
Comply with all terms and conditions set forth in the Acadeum Payment Policy.
During the Term and for one year thereafter, without the prior consent of Acadeum, not solicit the employment of, or hire, any employee, former employee, or contractor of Acadeum who has been involved in the negotiation, operation or performance under this MSLA.
Provide customer support to the Customers, to the same extent it provides other students matriculating at Client.

To the extent Client is acting in the capacity of a System Partner, it shall provide Acadeum with a list of any changes in Client Affiliates within 5 days after the end of each calendar quarter and be responsible for the actions of such Client Affiliates, including (a) ensuring the performance the compliance by such Client Affiliates with all terms and conditions of this MSLA and (b) ensuring the payment of all fees of such Client Affiliates as set forth in the Order Form. Client agrees to be individually responsible for any liability incurred by Acadeum as a result of the actions or inactions of each Client Affiliate or the breach of any provision of this MSLA by such Client Affiliate. Partner also agrees that it will be responsible to ensure compliance by all of its Authorized Users (and Authorized Users of each Client Affiliate) who are given access to the Platform.

4. Rights Granted

Subject to the terms of this MSLA, Client is granted a non-exclusive, non-transferable and non-sublicensable right and license to use the Platform for the purpose of enabling Client and its Authorized Users to receive the Benefits.
Client grants to Acadeum a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Client Data and perform all acts with respect to the Client Data as may be necessary for Acadeum to provide the Benefits, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Client Data incorporated within the Aggregated Statistics.
Acadeum may monitor Client’s and its Authorized Users’ use of the Platform and collect and compile Aggregated Statistics from the use thereof and otherwise provided by Client. As between Acadeum and Client, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Acadeum. Client acknowledges that Acadeum may compile Aggregated Statistics based on Client Data input into the Platform or otherwise provided by Client. Client agrees that Acadeum may (1) make Aggregated Statistics publicly available in compliance with applicable law, and (2) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Client or any individual’s Personal Information.
If Client or any of its employees or contractors sends or transmits any communications or materials to Acadeum by mail, email, telephone, or otherwise, suggesting or recommending changes to the Platform or Benefits, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Acadeum is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Client hereby assigns to Acadeum on Client's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Acadeum is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Acadeum is not required to use any Feedback.

5. Ownership and Restrictions

Nothing in this MSLA shall operate as a transfer of any intellectual property developed by a Party prior to the execution of the Order Form.
Client retains all ownership in and to the Client Data.
Acadeum is the sole owner of the Platform and all services, products, materials, data, Aggregated Statistics, content, APIs, enhancements, analysis, and reporting tools relating thereto; and all data processing and management systems or processes, including all tangible and intangible items, trade secrets, know-how, and all intellectual property rights pertaining thereto (the “Acadeum IP”).
Client shall not market, parcel, distribute, sell or otherwise communicate the Acadeum IP without the express written consent of Acadeum.
Client shall not:
*use the Platform for any purposes beyond the scope of the access granted in this MSLA;

*copy, modify or create derivative works of the Platform;
*remove or modify any markings or any notice of Acadeum’s or its licensors’ proprietary rights in the Platform;
*offer or sell the Courses to any prospective Customer outside the United States;
*make the Platform or any Courses available in any manner to any third party outside of this MSLA; or
*cause or permit reverse engineering, disassembly or de-compilation of the Platform, Acadeum IP or any Courses.

Notwithstanding anything to the contrary in this MSLA, Acadeum may temporarily suspend Client’s and any Authorized User's access to any portion of the Platform if: (1) Acadeum reasonably determines that (A) there is a threat or attack on any of the Acadeum IP; (B) Client's or any Authorized User's use of the Acadeum IP disrupts or poses a security risk to the Acadeum IP or to any other customer or vendor of Acadeum; (C) Client or any Authorized User is using the Acadeum IP for fraudulent or illegal activities; (D) subject to applicable law, Client has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Acadeum's provision of the Platform to Client or any Authorized User is prohibited by applicable law; (2) any vendor of Acadeum has suspended or terminated Acadeum's access to or use of any third-party products required to enable Client to access the Platform; or (3) Client fails to make timely payment of any Fees hereunder (any such suspension described in subclause (1), (2), or (3) above being a “Service Suspension”). Acadeum shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Platform following any Service Suspension. Acadeum shall use commercially reasonable efforts to resume providing access to the Platform as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Acadeum will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Client or any Authorized User may incur as a result of a Service Suspension.

6. Fees; Payment Terms; Payment Processing

Except as otherwise provided in an Order Form:

Platform Access Fees are annual fees payable by Client, as set forth in the Order Form. Platform Access Fees will be assessed and invoiced, commencing on the MSLA Effective Date and continuing annually thereafter for the duration in which Client offers any Course on the Platform.
Course Fees are transactional fees processed by Acadeum as a result of each Enrollment. Course Fees include the Merchant Fees and the Registration Fees.

7. Term and Termination

Either Party may terminate this MSLA for convenience at any time upon ninety (90) days’ prior written notice. In addition, Acadeum may terminate this MSLA if Client or any Authorized User breaches this MSLA and fails to remedy the same within 30 days after written notice of such breach is provided, if such breach is capable of being remedied. In the event of termination under this paragraph, no refund or partial refund of the Fees will be provided unless expressly approved by a Partner, and Client shall be responsible for paying all Fees incurred on or prior to the termination date.

Provisions that survive termination include those relating to warranty disclaimer, limitation of liability, and others which by their nature are intended to survive.

8. Warranties and Disclaimers

Acadeum warrants that the Platform will work in material compliance with its intended purpose. If there is a breach of the foregoing warranty, Acadeum shall, at Acadeum’s election, within thirty (30) days from the date Client notifies Acadeum of the non-conformance (i) correct the nonconformance in the Platform so that it operates in accordance with its intended purpose; (ii) replace any non-conforming component of the Platform with component(s) that performs in accordance with its intended purpose; or (iii) in the event that Acadeum reasonable determines that neither of the foregoing is practicable, refund all amounts Client has pre-paid to Acadeum for the non-conforming component of the Platform. The foregoing are Client’s sole remedies and Acadeum’s exclusive obligations in connection any non-conformance of the Platform during the term of this MSLA. EXCEPT AS SPECIFICALLY PROVIDED IN THIS MSLA, ACADEUM EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES AND CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. ACADEUM MAKES NO WARRANTY THAT ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, CURRENT, ACCURATE, COMPLETE OR ERROR-FREE.

CLIENT ASSUMES ALL RISK AND RESPONSIBILITY FOR THE SELECTION OF COURSES PROVIDED VIA THE PLATFORM TO ACHIEVE CLIENT'S INTENDED RESULTS. CLIENT UNDERSTANDS THAT ACADEUM DOES NOT ENABLE, SUPPORT OR PROVIDE THE COURSES, EDUCATORS OR MATERIALS OR ENSURE ACCREDITATION THEREFOR, AND ACADEUM SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER IN CONNECTION THEREWITH OR ARISING THEREFROM.

CLIENT AGREES THAT ANY CONTRACT OF SALE MADE THROUGH THE PLATFORM IS DIRECTLY BETWEEN CLIENT AND EACH PARTNER, FOR RESALE TO A CUSTOMER. CLIENT IS THE PURCHASER OF RECORD FOR ALL COURSES THAT ARE OFFERED AND/OR SOLD BY EACH PARTNER THROUGH THE PLATFORM. CLIENT IS ALSO THE SELLER OF RECORD FOR ALL COURSES THAT ARE OFFERED AND/OR SOLD BY CLIENT TO EACH CUSTOMER THROUGH THE PLATFORM. CLIENT IS RESPONSIBLE FOR COURSES THAT MAY BE PURCHASED BY IT FROM EACH PARTNER AND RESOLD BY IT TO EACH CUSTOMER THROUGH THE PLATFORM, AND ALL ASPECTS OF THE TRANSACTIONS BETWEEN CLIENT, PARTNERS AND THE CUSTOMERS. THIS INCLUDES, BUT IS NOT LIMITED TO, AUTHORIZING THE CHARGES TO THE CUSTOMER IN RESPECT OF THE CUSTOMER’S PURCHASE, REFUNDS, RETURNS, FULFILLING ANY SALES OR CUSTOMER SERVICE, FRAUDULENT TRANSACTIONS, REQUIRED LEGAL DISCLOSURES, REGULATORY COMPLIANCE, ALLEGED OR ACTUAL VIOLATION OF APPLICABLE LAWS (INCLUDING BUT NOT LIMITED TO CONSUMER PROTECTION LAWS IN ANY JURISDICTION WHERE CLIENT OFFERS THE COURSES FOR SALE), OR A BREACH OF THIS MSLA. FOR THE AVOIDANCE OF DOUBT, ACADEUM WILL NOT BE THE SELLER OR PURCHASER OF RECORD IN ANY TRANSACTION PERFORMED BY CLIENT, AND ACADEUM WILL HAVE NO RESPONSIBILITY FOR THE COURSES PURCHASED FROM A PARTNER OR RESOLD TO A CUSTOMER THROUGH THE PLATFORM. ACADEUM SHALL HAVE NO OBLIGATION TO INTERVENE IN ANY DISPUTE ARISING BETWEEN EACH PARTNER AND CLIENT, OR BETWEEN CLIENT AND EACH CUSTOMER. UNDER NO CIRCUMSTANCES WILL ACADEUM BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXTRAORDINARY, EXEMPLARY OR OTHER DAMAGES WHATSOEVER, THAT RESULT FROM OR RELATE TO THE CLIENT’S RELATIONSHIP WITH ANY PARTNER, MERCHANT OR CUSTOMER. THESE LIMITATIONS WILL APPLY EVEN IF ACADEUM HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS WILL APPLY TO THE FULLY EXTENT PERMITTED BY APPLICABLE LAW.

CLIENT IS SOLELY RESPONSIBLE FOR THE COURSES PURCHASED THROUGH THE PLATFORM FROM PARTNERS, OR SOLD THROUGH THE PLATFORM TO CUSTOMERS (INCLUDING DESCRIPTION, PRICE, FEES, TAXES, DEFECTS, REQUIRED LEGAL DISCLOSURES, REGULATORY COMPLIANCE, OFFERS OR PROMOTIONAL CONTENT), INCLUDING COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS.

CLIENT MAY NOT USE THE PLATFORM FOR ANY ILLEGAL OR UNAUTHORIZED PURPOSE NOR USE THE PLATFORM TO VIOLATE ANY LAWS IN CLIENT’S JURISDICTION (INCLUDING BUT NOT LIMITED TO COPYRIGHT LAWS), THE LAWS APPLICABLE TO EACH CUSTOMER’S JURISDICTION, OR THE LAWS OF THE UNITED STATES. CLIENT WILL COMPLY WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS (INCLUDING BUT NOT LIMITED TO OBTAINING AND COMPLYING WITH THE REQUIREMENTS OF ANY LICENSE OR PERMIT THAT MAY BE NECESSARY TO SELL THE COURSES) IN THE USE OF THE PLATFORM AND CLIENT’S PERFORMANCE OF OBLIGATIONS UNDER THIS MSLA.

CLIENT ACKNOWLEDGES THAT ACADEUM HAS THE SOLE RIGHT TO WITHDRAW ANY COURSE OFFERED ON THE PLATFORM, AT ITS SOLE DISCRETION.

EACH AND EVERY WARRANTY AND DISCLAIMER CONTAINED HEREIN SHALL APPLY TO EACH CLIENT AFFILIATE.

9. Limitation of Liability and Indemnification

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE, WHETHER UNDER THEORIES OF CONTRACT, TORT, OR OTHERWISE, EVEN IF SUCH DAMAGES WERE FORESEEABLE. EXCEPT FOR DAMAGES BASED ON NONPAYMENT, EACH PARTY’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS MSLA (EXCLUSIVE OF FEES PAYABLE), WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE TOTAL FEES PAID TO ACADEUM UNDER THIS MSLA DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES.

Client agrees to indemnify, defend and hold harmless Acadeum and the directors, officers, employees, subcontractors and agents thereof (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees (collectively, “claims”), to the extent that such claim is based upon or arises out of: (a) Client’s breach of any representation, warranty, obligation or covenant under this Agreement; (b) Client’s gross negligence or willful misconduct; (c) any warranty, condition, representation, indemnity or guarantee relating to Acadeum granted by Client to a Customer or other third party; (d) Client’s use of the Platform; (e) Client’s breach of any term of this Agreement (including any documents it incorporates by reference) or a Merchant Agreement; (f) any third party claim that Client’s products or services, including without limitation any Course infringes the intellectual property or other rights of a third party; (g) Client’s obligations to pay taxes, including any audits or penalties related thereto; (h) the performance, non-performance or improper performance of Client’s products or services, including without limitation, any Course; (i) Client’s relationship with any Partner, Merchant or its Customers; and (j) any breach of applicable law by Client.

In claiming any indemnification under this Agreement, the Indemnified Party will promptly provide Client with written notice of any claim which the Indemnified Party believes falls within the scope of the indemnifications provided under this Agreement. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that Client will control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim Client will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, the Indemnified Party without the prior written approval of the Indemnified Party.

10. Nondisclosure

Notwithstanding anything to the contrary, Client agrees that Acadeum may publicize Client’s use of the Platform on its list of Network Partners located at www.courseshare.acadeum.com/institutions.

11. Use of Logo and Trademarks

Client grants Acadeum a non-exclusive, non-transferable right and license to use, during the term of this MSLA, Client’s (and each Client Affiliates’) name and logo within the Platform and on Acadeum’s marketing materials solely to (a) promote the Platform and (b) support Client and its Authorized Users in connection with the use of the Platform. Acadeum shall not use the Client name and logo in a manner that misrepresents Client’s relationship with Acadeum or is otherwise misleading, or that reflects negatively on Client.

12. Customer Privacy

Each Party shall act in accordance with all applicable laws and regulations relating to the security and privacy of Personal Information of Customers.

E. Compliance with FERPA. Each Party agrees to comply with all applicable provisions of FERPA in collecting and processing Personal Information.

F. User Consent. Client shall not provide to Acadeum, either directly or via the Platform, any Personal Information pertaining to any Authorized User without first obtaining the lawful consent of such Authorized User.

13. Independent Contractor Status

14. Governing Law

This MSLA is governed by the substantive and procedural laws of the state of organization of Client. The Parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the State of Texas with respect to any dispute or claim arising out of or in connection with this Agreement.

15. Force Majeure

16. No Third-Party Beneficiaries

17. Non-Exclusivity

Nothing in this Agreement is intended to create, nor will it be construed as creating, any exclusive arrangement between the Parties to this Agreement. This Agreement will not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations.

18. Miscellaneous

Client agrees that this MSLA and the information incorporated herein by written reference (including reference to information contained in a URL, exhibit or referenced policy) are the complete agreement of the Parties, and that this MSLA supersedes all prior or contemporaneous agreements or representations, written or oral, regarding the subject matter hereof. If any term of this MSLA is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with a term consistent with the purpose and intent of this MSLA. It is expressly agreed that the terms of this MSLA shall supersede the terms in any purchase order or other non-Acadeum ordering document and no terms included in any such purchase order or other non-Acadeum ordering document shall apply. Except as otherwise expressly permitted herein, this MSLA may not be modified and the rights and restrictions may not be altered or waived except in a writing signed or accepted online by authorized representatives of Client and Acadeum. Any notice required under this MSLA shall be provided to the other party in writing (i) at the address set forth in the Order Form (if to Client) or (ii) at 2028 E Ben White Blvd #240-6351, Austin, TX 78741 (if to Acadeum). Unless expressly permitted herein, Client may not assign this MSLA or give or transfer any Benefits or an interest in them to another individual or entity. Each Party agrees to the usage and acceptance of electronic signatures for any documents requiring signature and approval as a part of receiving the Benefits.

Master Services and License Agreement

*Applicable to Partners Utilizing the Skills Marketplace

Revised: March, 2024

This Master Services and License Agreement (“MSLA”) between College Consortium, Inc., doing business as Acadeum (“Acadeum”), and the Partner named in the Order Form to which this MSLA is referenced (“Partner”), for the use of the Skills Marketplace Platform.

WHEREAS, Partner desires to implement and utilize the Platform and obtain the Benefits therefrom, as specified herein and in the Order Form.

NOW, THEREFORE, in consideration of the mutual promises contained herein, Acadeum and Partner agree as follows:

1. Definitions

"Aggregated Statistics" means data and information related to Partner's use of the Platform (or provided by an Authorized User) that is used by Acadeum in an aggregate and anonymized manner, including to compile user, statistical and/or performance information related to the provision and operation of the Platform.
“Authorized Users” refer to, collectively, all personnel of Partner and any Partner Affiliates represented by a System Partner (if applicable), including its and their administrative staff and faculty, who have been given authority to access and use the Platform.
“Benefits” refers to Platform Access, Course Hosting and Enrollment Management, as listed in the Order Form.
“Course” refers to an online course, certificate or program made available by a Merchant through the Platform.
"Course Drop Date” refers to the date by which a Customer may withdraw from an Enrollment pursuant to a Partner’s policies.
“Course Hosting” refers to a Benefit provided by Acadeum that hosts Courses selected by a Merchant to be included in the Merchant’s storefront via the Platform.
“Customer” refers to an individual enrolled in a Course.
“Educator” refers to an individual that a Teaching Institution has authorized to teach a Course.
“Enrollment” means one Customer enrolled in one Course.
“Enrollment Management” refers to a Benefit provided by Acadeum whereby Acadeum records Enrollments on behalf of Partner; enables Partner to submit grades and/or completion status via the Platform; and provides Partner with electronic transfer of applicable Registration Fees.
“Enrollment Request” refers to a request for an Enrollment.
“Fees” refers to Platform Access Fees, Course Hosting Fees and Processing Fees, as more fully detailed in Section 6.
“FERPA” is the Family Educational Rights and Privacy Act.
“Materials” refers to the instructional materials provided by a Merchant for its Courses.
“Merchant” refers to an organization that offers and sells Courses via the Platform. For purposes of the Order Form, Partner is a Merchant.
“Merchant Agreement” means the agreement entered into between a Partner and the Merchant governing the Merchant’s resale of the Partner’s products or services, including, if applicable, the resale of the Course to prospective Customers.
“MSLA” means this Master Services and License Agreement, as amended and/or supplemented from time to time, together with the Order Form and all schedules, exhibits and attachments.
“MSLA Effective Date” refers to the Effective Date set forth in the Order Form.
“Network Partners” refers to all entities that have been authorized by Acadeum, in writing, to access and utilize the Platform.
“Partner” refers to the organization that provides the Course and all relevant instruction and support for such Course.
“Partner Affiliate” refers to an organization that is represented by Partner, as named in an Order Form, whether through a contractual relationship or otherwise, for purposes of enabling such Partner Affiliate to receive Benefits hereunder.
"Partner Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by an Authorized User through the Platform.
“Party” refers to each of Acadeum and Partner individually, and collectively as the “Parties”.
“Personal Information” means personally identifiable information of a Customer derived from education records as defined in 34 CFR 99.3, which are collected or processed by Acadeum via the Platform.
“Platform” refers to the Skills Marketplace Platform located at http://skills.acadeum.com/ including the Application Programming Interfaces (APIs) that connects Merchants, Customers and Partners with Courses.
“Platform Access” refers to a Benefit provided by Acadeum that enables Partner to access and utilize the Platform in connection with the promotion and sale of Courses by a Merchant.
“Registration Approval” refers to the approval by Partner to accept an Enrollment Request, as applicable.
“Registration Fee” refers to the fee at which a Partner has established for an Enrollment in a Course. The Registration Fee is set by the Partner in its sole discretion and is only available to Merchants via the Platform.
“System Partner” refers to a Partner that represents one or more Partner Affiliates, as named in an Order Form, whether through a contractual relationship or otherwise, for purposes of enabling such Partner Affiliates to receive Benefits hereunder.

2. Acadeum's Responsibilities

Acadeum must meet all Acadeum responsibilities set forth in this MSLA, including without limitation, the following:

Provide the Benefits listed in the Order Form for use by Authorized Users, subject to the terms and conditions of this MSLA.
Notify Partner of any material changes in the Acadeum Payment Policy.
Provide all necessary standard onboarding services and support.

3. Partner Responsibilities

Partner must meet all Partner responsibilities set forth in this MSLA, including without limitation, the following:

Provide Acadeum with all required fields, including but not limited to, a description of each Course it wishes to offer to Merchants and their Customers via the Platform, together with the current Registration fees and academic calendar applicable to its Courses.
Permit its Authorized Users to access the Platform.
Obtain all required consents of its Authorized Users to enable Acadeum to communicate with and support such Authorized Users in connection with their access and use of the Platform.
Notify Acadeum within three business days of any change in the Courses.
Comply with all terms and conditions set forth in the Acadeum Payment Policy.
During the Term and for one year thereafter, without the prior consent of Acadeum, not solicit the employment of, or hire, any employee, former employee, or contractor of Acadeum who has been involved in the negotiation, operation or performance under this MSLA.
Provide customer support to the Merchants.
Ensure that the Registration Fees applicable to each Course is not greater than the tuition and fees charged for enrollment in the same Course outside the Platform.
For each Course, maintain the sole authority over core academic functions, including (i) appointment of the Educator, (ii) delivery of the Materials, (iii) admission of Customers and continuing maintenance of enrollment requirements of Customers, (iv) offering and delivery of the Course, and (v) evaluation of Customer performance and awarding of grades (as applicable).
Ensure that each Course satisfies its customary quality standards, and that the Materials are made available by Partner to enable Customers to complete the Course and obtain the applicable credits, certificate or comparable endorsement to be provided by Partner to the Customer who purchased the Enrollment.
Determine, obtain, and maintain all regulatory, accreditation and other approvals and licenses necessary or appropriate for the delivery of its Courses.
Provide at least the same level of services and related support to Students as it provides to other students who matriculate in the Courses generally.
Provide a last day of attendance upon request by Acadeum or the Merchant.Not communicate or engage with any Customer or Merchant, either directly or indirectly, in any manner that markets to, recruits, or otherwise influences such Customer or Merchant to change or reduce their use of the Platform or enrollment in Courses.

Partner agrees that it will be responsible to ensure compliance by all of its Authorized Users who are given access to the Platform.

To the extent Partner is acting in the capacity of a System Partner, it shall provide Acadeum with a list of any changes in Partner Affiliates within 5 days after the end of each calendar quarter and be responsible for the actions of such Partner Affiliates, including (a) ensuring the performance the compliance by such Partner Affiliates with all terms and conditions of this MSLA and (b) ensuring the payment of all fees of such Partner Affiliates as set forth in the Order Form. Partner agrees to be individually responsible for any liability incurred by Acadeum as a result of the actions or inactions of each Partner Affiliate or the breach of any provision of this MSLA by such Partner Affiliate. Partner also agrees that it will be responsible to ensure compliance by all of its Authorized Users (and Authorized Users of each Partner Affiliate) who are given access to the Platform.

4. Rights Granted

Subject to the terms of this MSLA, Partner is granted a non-exclusive, non-transferable and non-sublicensable right and license to use the Platform for the purpose of enabling Partner and its Authorized Users to receive the Benefits.
Partner grants to Acadeum a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Partner Data and perform all acts with respect to the Partner Data as may be necessary for Acadeum to provide the Benefits, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Partner Data incorporated within the Aggregated Statistics.
Acadeum may monitor Partner’s and its Authorized Users’ use of the Platform (including any Partner Affiliate and its Authorized Users) and collect and compile Aggregated Statistics from the use thereof and otherwise provided by Partner. As between Acadeum and Partner, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Acadeum. Partner acknowledges that Acadeum may compile Aggregated Statistics based on Partner Data input into the Platform or otherwise provided by Partner. Partner agrees that Acadeum may (1) make Aggregated Statistics publicly available in compliance with applicable law, and (2) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Partner or any individual’s Personal Information.
If Partner or any of its employees or contractors sends or transmits any communications or materials to Acadeum by mail, email, telephone, or otherwise, suggesting or recommending changes to the Platform or Benefits, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Acadeum is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Partner hereby assigns to Acadeum on Partner's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Acadeum is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Acadeum is not required to use any Feedback.

5. Ownership and Restrictions

Nothing in this MSLA shall operate as a transfer of any intellectual property developed by a Party prior to the execution of the Order Form.
Partner retains all ownership in and to the Partner Data.
Acadeum is the sole owner of the Platform and all services, products, materials, data, Aggregated Statistics, content, APIs, enhancements, analysis, and reporting tools relating thereto; and all data processing and management systems or processes, including all tangible and intangible items, trade secrets, know-how, and all intellectual property rights pertaining thereto (the “Acadeum IP”). Partner shall not market, parcel, distribute, sell or otherwise communicate the Acadeum IP without the express written consent of Acadeum.
Partner shall not:
*use the Platform for any purposes beyond the scope of the access granted in this MSLA;
*copy, modify or create derivative works of the Platform;
*remove or modify any markings or any notice of Acadeum’s or its licensors’ proprietary rights in the Platform;
*make the Platform or any Courses not offered by Partner available in any manner to any third party outside of this MSLA; or
*cause or permit reverse engineering, disassembly or de-compilation of the Platform, Acadeum IP or any Courses that are not offered by Partner.

Notwithstanding anything to the contrary in this MSLA, Acadeum may temporarily suspend Partner’s and any Authorized User's access to any portion of the Platform if: (1) Acadeum reasonably determines that (A) there is a threat or attack on any of the Acadeum IP; (B) Partner's or any Authorized User's use of the Acadeum IP disrupts or poses a security risk to the Acadeum IP or to any other customer or vendor of Acadeum; (C) Partner or any Authorized User is using the Acadeum IP for fraudulent or illegal activities; (D) subject to applicable law, Partner has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Acadeum's provision of the Platform to Partner or any Authorized User is prohibited by applicable law; (2) any vendor of Acadeum has suspended or terminated Acadeum's access to or use of any third-party products required to enable Partner to access the Platform; or (3) Partner fails to make timely payment of any Fees hereunder (any such suspension described in subclause (1), (2), or (3) above being a “Service Suspension”). Acadeum shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Platform following any Service Suspension. Acadeum shall use commercially reasonable efforts to resume providing access to the Platform as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Acadeum will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Partner or any Authorized User may incur as a result of a Service Suspension.

6. Fees; Payment Terms; Payment Processing

Except as otherwise provided in an Order Form:

Platform Access Fees are annual fees payable by Partner, as set forth in the Order Form. Platform Access Fees will be assessed and invoiced, commencing on the MSLA Effective Date and continuing annually thereafter for the duration in which Partner offers any Course on the Platform.
Course Hosting Fees are annual fees payable by Partner, as set forth in the Order Form. Platform Access Fees will be assessed and invoiced, commencing on the MSLA Effective Date and continuing annually thereafter for the duration in which Partner offers any Course on the Platform.
Processing Fees are fees payable by Partner for the processing of Course Fees and the tracking of Enrollments via the Platform. Processing Fees are assessed and invoiced at the rate of twenty-five percent (25%) of the Registration Fee for each Enrollment. Processing Fees are due and payable as of the Course Drop Date.
Course Fees are transactional fees processed by Acadeum as a result of each Enrollment. Course Fees include the processing of Registration Fees payable by a Merchant to Partner.

All payments of Fees will be processed electronically by Acadeum in accordance with the Acadeum Payment Policy. If any payment due to Acadeum is more than 30 days overdue, Acadeum has the right in its sole discretion, in addition to any other remedies under this MSLA or pursuant to applicable law, to suspend all Benefits being provided under any applicable Order Forms without further notice to Partner, until Partner has paid the full balance owed.

7. Term and Termination

This MSLA shall be effective upon Partner commencing on the MSLA Effective Date and continuing for the term set forth in the Order Form. In the event this MSLA expires or is terminated for any reason, all rights and licenses to the Platform, including all Benefits, shall automatically terminate immediately.

Either Party may terminate this MSLA for convenience at any time upon ninety (90) days’ prior written notice. In addition, Acadeum may terminate this MSLA if Partner or any Authorized User breaches this MSLA and fails to remedy the same within 30 days after written notice of such breach is provided, if such breach is capable of being remedied. In the event of termination under this paragraph, no refund or partial refund of the Fees will be provided unless expressly approved by a Partner, and Partner shall be responsible for paying all Fees incurred on or prior to the termination date.

Provisions that survive termination include those relating to warranty disclaimer, limitation of liability, indemnification and others which by their nature are intended to survive.

8. Warranties and Disclaimers

Acadeum warrants that the Platform will work in material compliance with its intended purpose. If there is a breach of the foregoing warranty, Acadeum shall, at Acadeum’s election, within thirty (30) days from the date Partner notifies Acadeum of the non-conformance (i) correct the nonconformance in the Platform so that it operates in accordance with its intended purpose; (ii) replace any non-conforming component of the Platform with component(s) that performs in accordance with its intended purpose; or (iii) in the event that Acadeum reasonable determines that neither of the foregoing is practicable, refund all amounts Partner has pre-paid to Acadeum for the non-conforming component of the Platform. The foregoing are Partner’s sole remedies and Acadeum’s exclusive obligations in connection any non-conformance of the Platform during the term of this MSLA. EXCEPT AS SPECIFICALLY PROVIDED IN THIS MSLA, ACADEUM EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES AND CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. ACADEUM MAKES NO WARRANTY THAT ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, CURRENT, ACCURATE, COMPLETE OR ERROR-FREE.

PARTNER AGREES THAT ANY CONTRACT OF SALE MADE THROUGH THE PLATFORM IS DIRECTLY BETWEEN PARTNER AND EACH MERCHANT. PARTNER IS THE SELLER OF RECORD FOR ALL COURSES THAT ARE OFFERED AND/OR SOLD TO MERCHANTS (FOR RESALE TO THEIR CUSTOMERS) THROUGH THE PLATFORM. PARTNER IS RESPONSIBLE FOR COURSES THAT MAY BE SOLD THROUGH THE PLATFORM, AND ALL ASPECTS OF THE TRANSACTIONS BETWEEN PARTNER AND EACH MERCHANT. THIS INCLUDES, BUT IS NOT LIMITED TO, AUTHORIZING THE CHARGES TO EACH MERCHANT IN RESPECT OF SUCH MERCHANT’S PURCHASE, REFUNDS, RETURNS, FULFILLING ANY SALES OR CUSTOMER SERVICE, FRAUDULENT TRANSACTIONS, REQUIRED LEGAL DISCLOSURES, REGULATORY COMPLIANCE, ALLEGED OR ACTUAL VIOLATION OF APPLICABLE LAWS (INCLUDING BUT NOT LIMITED TO CONSUMER PROTECTION LAWS IN ANY JURISDICTION WHERE PARTNER OFFERS THE COURSES FOR SALE), OR A BREACH OF THIS MSLA. FOR THE AVOIDANCE OF DOUBT, ACADEUM WILL NOT BE THE SELLER OF RECORD AND WILL HAVE NO RESPONSIBILITY FOR THE COURSES SOLD BY PARTNER TO EACH MERCHANT THROUGH THE PLATFORM. ACADEUM SHALL HAVE NO OBLIGATION TO INTERVENE IN ANY DISPUTE ARISING BETWEEN PARTNER AND ANY MERCHANT OR ANY CUSTOMER OF A MERCHANT. UNDER NO CIRCUMSTANCES WILL ACADEUM BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXTRAORDINARY, EXEMPLARY OR OTHER DAMAGES WHATSOEVER, THAT RESULT FROM OR RELATE TO THE PARTNER’S RELATIONSHIP WITH ANY MERCHANT OR ANY CUSTOMER OF A MERCHANT. THESE LIMITATIONS WILL APPLY EVEN IF ACADEUM HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS WILL APPLY TO THE FULLY EXTENT PERMITTED BY APPLICABLE LAW.

PARTNER IS SOLELY RESPONSIBLE FOR THE COURSES SOLD THROUGH THE PLATFORM TO EACH MERCHANT AND THEIR CUSTOMERS (INCLUDING DESCRIPTION, PRICE, FEES, TAXES, DEFECTS, REQUIRED LEGAL DISCLOSURES, REGULATORY COMPLIANCE, OFFERS OR PROMOTIONAL CONTENT), INCLUDING COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS.

PARTNER MAY NOT USE THE PLATFORM FOR ANY ILLEGAL OR UNAUTHORIZED PURPOSE NOR USE THE PLATFORM TO VIOLATE ANY LAWS IN MERCHANT’S JURISDICTION (INCLUDING BUT NOT LIMITED TO COPYRIGHT LAWS), THE LAWS APPLICABLE TO EACH CUSTOMER’S JURISDICTION, OR THE LAWS OF THE UNITED STATES. PARTNER WILL COMPLY WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS (INCLUDING BUT NOT LIMITED TO OBTAINING AND COMPLYING WITH THE REQUIREMENTS OF ANY LICENSE OR PERMIT THAT MAY BE NECESSARY TO SELL THE COURSES) IN THE USE OF THE PLATFORM AND PARTNER’S PERFORMANCE OF OBLIGATIONS UNDER THIS MSLA.

PARTNER ACKNOWLEDGES THAT ACADEUM HAS THE SOLE RIGHT TO WITHDRAW ANY COURSE OFFERED ON THE PLATFORM, AT ITS SOLE DISCRETION.

EACH AND EVERY WARRANTY AND DISCLAIMER CONTAINED HEREIN SHALL APPLY TO EACH PARTNER AFFILIATE.

9. Limitation Of Liability and Indemnification

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE, WHETHER UNDER THEORIES OF CONTRACT, TORT, OR OTHERWISE, EVEN IF SUCH DAMAGES WERE FORESEEABLE. EXCEPT FOR DAMAGES BASED ON NONPAYMENT, EACH PARTY’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS MSLA, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE TOTAL FEES PAID TO ACADEUM UNDER THIS MSLA DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES.

Partner agrees to indemnify, defend and hold harmless Acadeum and the directors, officers, employees, subcontractors and agents thereof (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees (collectively, “claims”), to the extent that such claim is based upon or arises out of: (a) Partner’s breach of any representation, warranty, obligation or covenant under this Agreement; (b) Partner’s gross negligence or willful misconduct; (c) any warranty, condition, representation, indemnity or guarantee relating to Acadeum granted by Partner to any Merchant, Customer or other third party; (d) Partner’s use of the Platform; (e) Partner’s breach of any term of this Agreement (including any documents it incorporates by reference) or a Merchant Agreement; (f) any third party claim that Partner’s products or services, including without limitation any Course infringes the intellectual property or other rights of a third party; (g) Partner’s taxes, including any audits or penalties related thereto; (h) the performance, non-performance or improper performance of the Partner’s products or services, including without limitation, any Course; (i) Partner’s relationship with any Merchant or its Customers; and (j) any breach of applicable law by the Partner.

In claiming any indemnification under this Agreement, the Indemnified Party will promptly provide Partner with written notice of any claim which the Indemnified Party believes falls within the scope of the indemnifications provided under this Agreement. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that Partner will control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim the Partner will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, the Indemnified Party without the prior written approval of the Indemnified Party.

10. Nondisclosure

Notwithstanding anything to the contrary, Partner agrees that Acadeum may publicize Partner’s use of the Platform on its list of Network Partners located at www.courseshare.acadeum.com/institutions.

11. Use of Logo and Trademarks

Acadeum grants Partner a non-exclusive, non-transferable right and license to use, during the term of this MSLA, the Acadeum name and logo on Partner’s marketing materials solely to promote the Platform and any Courses in conjunction with Partner’s other course offerings. Partner shall not use the Acadeum name and logo in a manner that misrepresents Partner’s relationship with Acadeum or is otherwise misleading, or that reflects negatively on Acadeum.

Partner grants Acadeum a non-exclusive, non-transferable right and license to use, during the term of this MSLA, Partner’s (and each Partner Affiliates’) name and logo within the Platform and on Acadeum’s marketing materials solely to (a) promote the Platform and (b) support Partner and its Authorized Users in connection with the use of the Platform. Acadeum shall not use the Partner name and logo in a manner that misrepresents Partner’s relationship with Acadeum or is otherwise misleading, or that reflects negatively on Partner.

12. Customer Privacy

Each Party shall act in accordance with all applicable laws and regulations relating to the security and privacy of Personal Information of Customers.

A. Compliance with FERPA. Each Party agrees to comply with all applicable provisions of FERPA in collecting and processing Personal Information.

B. User Consent. Partner shall not provide to Acadeum, either directly or via the Platform, any Personal Information pertaining to any Authorized User or any Customer without first obtaining the lawful consent of such Authorized User or Customer.

13. Independent Contractor Status

14. Governing Law

This MSLA is governed by the substantive and procedural laws of the state of organization of Partner. The Parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the State of Texas with respect to any dispute or claim arising out of or in connection with this Agreement.

15. Force Majeure

16. No Third-Party Beneficiaries

17. Non-Exclusivity

18. Miscellaneous

Partner agrees that this MSLA and the information incorporated herein by written reference (including reference to information contained in a URL, exhibit or referenced policy) are the complete agreement of the Parties, and that this MSLA supersedes all prior or contemporaneous agreements or representations, written or oral, regarding the subject matter hereof. If any term of this MSLA is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with a term consistent with the purpose and intent of this MSLA. It is expressly agreed that the terms of this MSLA shall supersede the terms in any purchase order or other non-Acadeum ordering document and no terms included in any such purchase order or other non-Acadeum ordering document shall apply. Except as otherwise expressly permitted herein, this MSLA may not be modified and the rights and restrictions may not be altered or waived except in a writing signed or accepted online by authorized representatives of Partner and Acadeum. Any notice required under this MSLA shall be provided to the other party in writing (i) at the address set forth in the Order Form (if to Partner) or (ii) at 2028 E Ben White Blvd #240-6351, Austin, TX 78741 (if to Acadeum). Unless expressly permitted herein, Partner may not assign this MSLA or give or transfer any Benefits or an interest in them to another individual or entity. Each Party agrees to the usage and acceptance of electronic signatures for any documents requiring signature and approval as a part of receiving the Benefits.