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Home My WebLink About07017 - EVERFI - TRAINING SOFTWARE EVERR Confidential Proposal Created 08/21/2017 Organization Name Proposal Type Effective Date City of Palm Springs Compliance Training License 7/12/17 1 Year(s) Billing Information. Kim Hardcastle kim.hardcastle@palmspringsca.gov i 3200 E Tahquitz Canyon Way Palm Springs,CA 92262 i I 1 Product Description Annual Cost SMB Site License $6,000.00 Includes: ❑ Unlimited access to compliance course catalog**and Included compliance learning management system Including:Code of Conduct,Anti Harassment Training, Diversity,Ethics,Workplace Violence Prevention, Injury and Illness and others. ❑ *Standard Customizations - ❑ **Courses included:Course Catalog: http://ow.l ylrg uz 30 d m s DZ Year 1 $6,000.00 Due on 9/1/2017 $6,000.00 By signing below,the Organization identified below agrees to this Proposal together with the License Terms referencing this Proposal and any Services Addendum governing any additional Services the Organization has elected to receive hereunder: Proposal expires 7 days after 0812 1/201 7.Ev ntacC Casey Cosgrove,c rove@everfi.c m Eve/F'i,Inc •• mpan, City of Palm Springs("Organization") Name -T7.--. Name DQV i d >� • i2tLIG1U Title ` Title lam. Signature 1 Signature Date Date ST: �y°� ��1 ' Make all checks payable to EverF �11"vClty Clerk APpR��D g �MANAGER eirP1 3 9'KStr@bt, 4 Floor,Washin ton DC,20007 Phone 202-625- 011 Fax 202-450-3967 contra AND"D ; ' '- vik -4 WV"' AqQ 11 Compliance Training Proposal Corporate Compliance Site License Catalog _Jr*rnitecl a cess to all courses in berFi's compliance tra'ning library: » Ethics & Corruption » Data Security & Privacy • Cod,of Conduct: Business Ethics Data Security&Privacy • Code of Conduct Data Security PCI DSS:Payment Card Industry Data Security • Code of Conduct.Workplace Conduct Standard • Code of Conduct: Business Courtesies HIPAA Basics • Code of Conduct Rooks and Records Social Media&Yourjob • Tools for an Ethical Workplace Social Media for Managers Foreign Corrupt Practices Act(FCPA) Insider Trading » People & Culture • Conflicts cf Interest Workplace Violence Prevention Anti-Corruption&Bribery Duty to Prevent Violence • Antitrust Bullying in the Workplace • UK Bribery Act Injury&Illness Prevention Bloodborne Pathogens Harassment & Discrimination Hazard Communication • Harassment Prevention Training Identifying Candidates • Managing Bias Interviewing Candidates Accommodating Disabilities Background Checks for Hiring • Diversity:Skills for Coliaboraticn Terminating Employees • Drugs&Alcohol at Work • Recognizing Drug&Alcohol Abuse ................ .._.....,..,. ............, ...............................................,....,. .. .. ... ... ........ ._......__..._ _....._.... ..._.._.... . ......... ........... Standard Platform Functionality » Auto-email reminders » 24/7 tier 1 support » Policy acknowledgement training *Premium feature-Included only if indicated in agreement Standard fus dmizatiarts z n Poiic€es '�-090 Weicorne letter y EverFi 3299 3299 K Street N.W.4th Floor Ii Washington,OC 20007 LICENSE TERMS The parties agree that these license terms(this"Agreement")apply to the"Products listed on the attached Proposal.Capitalized terms used but not defined shall have the meaning given on the Proposal, 1. Fees. The Organization shall pay Company the fee according to the Company. Any research proposals brought forth to the Company must fee schedule (or annually if not provided)in each case as set forth In the first be approved by the Organization's IRB(Institutional Review Board). Proposal attached hereto for access and use of the Product(s) for the employees, students, or authorized third parties of the Organization (its fi. Disclaimers. Company makes no guaranty, warranty or users)as described in the Proposal.The Organization shall pay amounts representation as to the exact effectiveness in changing or in modifying due net 30 calendar days after receipt of each invoice. As between the or affecting the behavior or conduct of the users. Organization is solely parties,the Organization shall be responsible for qualifying its users, and responsible for the content and functionality of any custom messages their use subject to the terms of this Agreement,of the Product(s). and custom URL links that are provided by the Organization for use in any Product. The Organization assumes all responsibility for custom 2. Term and Termination. This Agreement shall be effective for the messaging and URL links it provides for use in Product(s). COMPANY initial term specified in the Proposal, and thereafter may renew at each MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR party's option upon written agreement before expiration on the current IMPLIED, WITH RESPECT TO THE PRODUCTS OR SERVICES, term (collectively, the "Term"). Each period of use of the Product(s), WHICH ARE PROVIDED "AS IS," INCLUDING THE IMPLIED which may vary on a Product-by-Product basis, is for a three- year WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A period, unless provided otherwise in an Proposal or renewal invoice. PARTICULAR PURPOSE AND ANY OTHER WARRANTIES ARISING Either party may terminate this Agreement in the event the other party BY COURSE OF DEALING, PERFORMANCE OR USE OF TRADE. materially breaches this Agreement and fails to cure such breach within Organization acknowledges that the Product(s)do not provide medical or 30 days after receiving written notice thereof, legal advice and are not a substitute for health assessment and intervention by a qualified healthcare provider or mental health counselor and are provided solely for informational and educational purposes, and shall not represent otherwise. Company's liability to Organization and its users shall (i) exclude any special, incidental, 3. Confidentiality. "Confidential Information" means any written indirect, consequential or punitive damages or losses arising out of or information and data that is treated as or should be reasonably relating to any Product,including loss of revenue, profits or goodwill, and understood to be confidential and that is disclosed by one party fi)the maximum aggregate liability of Company arising out or relating to ("Discloser")to the other party ("Recipient") pursuant to this Agreement. this Agreement to Organization and its users shall not exceed the total A Recipient of Confidential Information shall not (a) copy, distribute or fees paid by during the twelve months previous to the events giving rise disseminate it except to perform its obligations and to those who have a to such claim. Organization agrees to hold Company and its affiliates, need to know (and who have undertaken an obligation at least as and their respective officers, directors, employees, and agents, protective of such Confidential Information), and (b)use it or permit it to successors and assigns, harmless from and defend against all liabilities, be used for any purpose other than to accomplish its obligations claims,damages,losses,costs,expenses,demands,suits and actions of hereunder. Confidential Information shall not include information that(a) third parties (including without limitation reasonable attorneys' fees) is in the public domain through no breach of this Agreement; (b) is arising out of or relating to the death, injury or harm of any of independently in Recipient's possession without other obligations limiting Organization'suser(s). use or disclosure;or(c)is collected through or stared in a Product,which is addressed separately below. Information collected through the Product(s) shall be used and protected from disclosure as provided in 7. Miscellaneous. This Agreement, together with its Proposal(s) and the Company's privacy policy available at www.everfi.com/legaliprivacy. addendum referenced therein, constitutes the entire agreement of the Organization shall not be entitled to receive any information regarding its parties hereto with respect to the subject matter hereof and the Products users of the Products other than: 11 the user's email address; 2)the fact and supersedes any and all prior Agreements, written and oral with the user completed the course; 3) whether the user passed an respect thereto. Neither party shall be bound by any additional or assessment; and 4) any additional aggregate or blinded data Company different terms later exchanged in any purchase order nor any other provides Organization."Blinded" means that the Company will extract all communication unless signed by a senior executive of the party against personally identifiable information from the data, including names or any which such term is being enforced. If any part of this Agreement is other personally identifying information. Organization agrees that any declared unenforceable or invalid by a court of competent jurisdiction,the information it receives from Company derived from a Product will be remainder will continue to be valid and enforceable. A Party's failure or used only internally (offices, staff, advisory boards of the Organization) neglect to enforce any of rights under this Agreement will not be deemed unless it references only the Organization. For example, Organization to be a waiver of that Party's rights. No change, amendment or may share publicly that "we have seen a 15% drop in negative modification of any provision of this Agreement shall be valid unless consequences"but it may not disclose that such a drop"ranked number agreed to in writing by both parties and signed by such a senior one among six comparison organizations: The Company will be executive. permitted to share with others the fact that Organization is a client using the Product(s). 4. Intellectual Property. Organization acknowledges that the Products, including all software used to provide the Products (the "Software"), the survey data, test results, and all services provided by Company are proprietary to the Company. All rights not expressly granted by Company to Organization are reserved in Company. Company grants to Organization the limited right to (i) permit qualified users to use the Product(s) during the Term (excluding during any period the Product(s) are undergoing setup or configuration), and (ii) use the reports and information provided by Company to Organization subject to Section 3. Organization acknowledges that the Product(s) and information created, developed, and/or maintained by Company was done at great expense, such that misappropriation or unauthorized use by others for commercial gain would unfairly and irreparably harm Company. Organization shall not modify, rent, lease, loan, sell use of or access to, the Products, the Software, or any other proprietary information or intellectual property of the Company. 5. Research. Organization shall not use any Product for research or benchmarking purposes without the prior written consent of the