These terms and conditions apply for all of Company’s access to ACRP’s eLearning content, whether such content is stored on ACRP’s Learning Management System, Company’s Learning Management System or connected through the electronic interface between the two systems. These Terms and Conditions are included in Company’s Organizational Membership Agreement (“the Main Agreement”) with ACRP by reference. The Parties (ACRP and Company) shall have the same meaning as they do in the Main Agreement.
1. Program and License Terms.
1.1. Service Level. Subject to continued strict compliance with the terms and conditions of this Agreement, ACRP hereby grants to Licensee and up to the number Authorized Users specified in the Main Agreement, a limited, revocable, non-exclusive, non-transferable and non-sublicensable right and license to access and use the hosting platform and the Courseware solely to access the Courseware for internal training and professional development purposes.
1.2. Set Up. Following execution of a completed Main Agreement, and receipt of the initial quarterly installment and an .eps copy of the Licensee Mark, ACRP shall begin building Licensee’s platform, which will be delivered approximately 3-4 weeks from the Contract Date and receipt of the first payment. This date will be referred to as the Service Initiation Date.
1.2.1.1.3. Authorized User. An “Authorized User” is an employee, contractor, affiliate or designee of Licensee, approved by ACRP, who is registered to use the Courseware in the platform. Authorized Users may not be removed or replaced during the applicable term after the User has started content training. The number of such users will reset to zero at the start of each new term.
1.4. Access. Authorized Users will have access via a portal on ACRP’s website or through the use of Learning Tools Interoperability (LTI) technology. The Program will house training records and certificates of completion for all Authorized Users that can be retained and/or downloaded for storage elsewhere. Licensee will be provided with a unique URL where its Users can access the portal.
- 1.4.1. The Program will include commercially reasonable protections against the loss or theft of data or the crashing of the Program, including with limitation, firewalls, anti-virus software, and system back-ups.
- 1.4.2. Authorized Users will have access twenty-four (24) hours a day, seven (7) days a week, if on ACRP’s LMS.
- 1.4.3. Licensee understands that the system undergoes occasional maintenance and may be down. ACRP will try its best to inform Licensee of any maintenance but may not be able to do so. System maintenance rarely lasts more than one (1) day and usually does not occur on business days.
1.5. LTI. In the event that LTI is identified as the method for access, in either the Main Agreement, or a separate modification, the following conditions will apply:
- 1.5.1. Unless otherwise noted in writing, the LTI link will be developed at Company’s expense, either through ACRP’s LMS contractor (which may be contacted through ACRP with costs directly passed through) or through a technology provider or Company’s choosing (or in-house at Company).
- 1.5.2. ACRP will have no responsibility for the functionality, reliability or downtime of the LTI software or any other elements outside of its own LMS.
- 1.5.3. Company will ensure that its external software does not introduce any malicious code onto ACRP’s LMS.
- 1.5.4. Company will notify ACRP immediately in the event of any data breach, and will take responsibility and indemnify and hold harmless ACRP for any breaches of data caused by Company’s LTI or Company’s own software, whether it involves Company’s own employee’s data or the data of other parties in ACRP’s LMS.
- 1.5.5. All intellectual property and other provisions of this Agreement will remain unchanged and in full effect.
1.6. Administrator. An administrator(s) of Licensee’s choosing will be trained to manage the administration functionality of the Program in accordance with the terms set forth in the Agreement so that Authorized User access and reporting can be done within Licensee’s organization.
- 1.6.1. ACRP will provide up to two hours of training per year for Licensee’s initial administrator(s). Licensee is encouraged to include backup administrators in this training.
- 1.6.2. Licensee’s logo will be displayed on the login page for the LMS.
- 1.6.3. Licensee administrator will be able manage users into registered Courseware, as well as access training reports, including courseware status, course analytics and completion certificates.
- 1.6.4. Administrators are required to create accounts for Licensee users if using ACRP’s LMS.
1.7. ACRP-Only Functions. The following functions will not be available to the administrator and will require ACRP support.
- 1.7.1. ACRP is required to edit courseware, including pass rates or enrollment duration
- 1.7.2. Other functions may or may not be available to Licensee, and may or may not be able to be performed by Administrator or ACRP.
1.8. Courseware. Licensee will have access to all Courseware in the ACRP eLearning Library. License to Courseware is granted on an “As Is” basis.
- 1.8.1. New courses may be added at any time and will result in no additional cost to Company
- 1.8.2. ACRP subjects all ACRP Courseware to an annual review process to ensure content is up-to-date and delivery is achieving desired performance goals. Should course performance metrics fall below acceptable performance measures, ACRP will update the impacted Courseware, or the course will be retired promptly.
1.9. Limitations. Licensee may provide access to individuals who are employed or otherwise authorized by its organization. Licensee may not resell or profit from the use of ACRP coursework nor provide coursework to partner/affiliate organizations not specifically outlined with the contract or approved in writing by ACRP.
2. Trademarks.
Licensee shall provide Provider with an .eps copy of the Licensee Mark promptly following execution of the Agreement.
2.1. Portal Branding. The portal will include Licensee’s logo and branding, as provided by Licensee on the portal itself.
2.2. Marketing. ACRP may use Licensee’s Name and Mark in marketing efforts associated directly with communication of eLearning Licensure, only with explicit permission from Company. In all cases, Licensee will be referred to only as a “Participant” or “Subscriber” of the ACRP eLearning Licensing Program. This consent may be withdrawn at any time for either all future communications or on an ad hoc basis.
3. Intellectual Property, Data Ownership and Confidentiality
3.1. Main Agreement. All intellectual property, ownership of property and confidentiality provisions of the Main Agreement shall apply.
3.2. Ownership of Data. Title to and ownership of all rights in the information and reports generated by the Program through use by Licensee or any Authorized User shall remain with Licensee provided; however, that ACRP shall retain exclusive title to and ownership of all data and other information of every kind that relates to (i) the operation of the Program (the “Operational Data”) or any derivative works based on the Operational Data and all Intellectual Property therein, or (ii) the fulfillment of the requirements of any accrediting body for credit awarded to Authorized Users that complete the continued education requirements through the use of the Program.
4. Termination.
4.1. Post Termination Obligations. On the expiration or earlier termination of this Agreement, all licenses set forth in this Agreement shall automatically terminate. Any unpaid, undisputed fees will become due immediately. ACRP will send to Licensee hard-copy records relating to Authorized Users’ coursework upon written request.
4.2. Survival. The following provisions shall survive any termination or expiration of this Agreement: Section 3 (Intellectual Property, Data Ownership and Confidentiality), Section 4 (Termination) and Section 5 (Miscellaneous).
5. Miscellaneous
5.1. Main Agreement. For all provisions not specifically enumerated herein, the terms of the Main Agreement shall apply.
5.2. Severability. If a court of competent jurisdiction declares any provision of this Agreement void, illegal, or unenforceable, the remainder of this Agreement shall be valid and enforceable to the extent permitted by applicable law. In such event, the parties shall use their best efforts to replace the invalid or unenforceable provision with a provision that, to the extent permitted by applicable law, achieves the purposes intended under the invalid or unenforceable provision. Any deviation by either party from the terms and provisions of this Agreement to comply with applicable laws, rules, or regulations shall not be considered a breach of this Agreement.
5.3. Entire Agreement. This Agreement along with any exhibits, schedules or other documentation attached hereto represents the entire agreement of the parties related to the subject matter hereof, and any prior or contemporaneous agreements, promises, negotiations, or representations, whether oral or written, not expressly set forth in this Agreement are hereby superseded and of no force and effect.
5.4. Order of Precedence. In the event of any conflict or inconsistency between the terms of this Agreement and the Main Agreement, the terms and conditions of this Agreement shall control only with respect to the subject matter thereof.