Software License Agreement

1. Definitions. “Vendor” means Salt House LLC. “Software” means the Software application that is accessed over the internet using credentials obtained from the Vendor, including (a) any updates or error corrections provided by Vendor and (b) any user manuals and other documentation provided by Vendor. “Agreement” refers to this Software License Agreement. "Customer" means the person or entity using the Software. "Campus" means the faculty and infrastructure used to support a distinct group of students.
2. Use. Under this Agreement, Vendor grants the Customer a non-exclusive license to do the following:
   1. Grant access to staff and students for the purpose of documenting accreditation requirements.
   2. Create and maintain user accounts for individuals at off-Campus locations for the purpose of managing student internships.
   3. Each Campus location using the Software must have it’s own Software license.
3. Restrictions. Customer may not:
   1. Grant access to individuals who are not at least one of the following: employees or independent contractors of Customer organization, students enrolled with Customer organization, third parties directly involved with managing student internships. This includes access to any interfaces of the Software, and to any data provided by the Vendor, both while this Agreement is active and after the Agreement has been terminated.
   2. Sublicense, rent, or lease any portion of the Software; reverse engineer, decompile, disassemble, modify, translate or make any attempt to create derivative works from the Software except as expressly permitted by law;
   3. Use the Software in any manner not authorized by this Agreement.
4. Responsibilities
   1. Customer responsibilities. The Customer is solely responsible for entering information that is specific to the Customer. This includes, but is not limited to, staff/student data, setting up courses and assigning skills to courses, and recording student skill data.
   2. Vendor responsibilities. The Vendor is responsible for maintaining the list of skills that are required by the relevant accrediting organization. The Vendor will make every reasonable effort to update the list within 30 days of any changes being made public by the accrediting organization. In addition, the Vendor is responsible for making a reasonable effort to ensure that the Software is available to use. The Vendor will take every reasonable step to quickly correct any downtime, outages, and other issues related to the Software and application servers/hosting that would affect the Customer’s ability to access the Software. By consenting to this Agreement, the Customer acknowledges that the Software is accessed using the internet and there are many factors, inherent to using the internet, outside of the Vendor’s control.
5. Changes to the Software. At any time, the Vendor may make changes to the Software. These changes will typically be bug fixes, new features, and general improvements.
6. Publicity Provisions. Customer agrees to permit Vendor to use the Customer organization’s name to identify the Customer as a Vendor Customer on Vendor’s Web site(s), in Vendor marketing materials and in other sales and marketing activities.
7. Customer Data. Data that is entered into the Software by the Customer, such as essential skills documentation for students, belongs to the Customer. Upon request, this data will be provided to the Customer by the Vendor in a format determined by the Vendor. The Vendor will respond to requests within a reasonable time period.

8. Data Privacy. For purposes of this Agreement, Confidential Information is defined as any and all information whose collection, disclosure, protection, and disposition is governed by state or federal law or regulation, particularly information subject to the Family Educational Rights and Privacy Act (FERPA).

   The Vendor agrees to hold any and all Confidential Information obtained from the Customer, its students, faculty, staff, or other agents in the performance of this Agreement in strictest confidence, and shall not use or disclose such Confidential Information except as permitted or required by this Agreement or by law or as otherwise agreed to in writing by both the Vendor and the Customer.

   The Vendor warrants and represents that it shall, at all times, comply with FERPA. The Vendor also warrants that, in the event of a security breach (within its control) the Vendor agrees that it will notify the Customer within 30 days of becoming aware of the security breach.

   The Vendor agrees that it will protect the Confidential Information it receives according to commercially acceptable standards and no less rigorously than it protects its own Confidential Information. Specifically, the Vendor shall implement, maintain, and use appropriate administrative, technical, and physical security measures to preserve the confidentiality, integrity, and availability of all electronically managed Confidential Information.

   The Vendor agrees, upon request of the Customer, to destroy any copies of Confidential Information received from the Customer within 60 days of the request.

9. Data Retention. Data entered into the Software by the Customer is protected by industry standard procedures. Data is copied and stored in a secure manner on a nightly basis and retained for a period of 30 days. The Vendor maintains that commercially reasonable steps have been taken to prevent data loss, but does not make any specific warranties regarding the loss of data.
10. Feedback. The Customer may provide feedback to the Vendor. The Vendor, without compensation to Customer, may use, copy, commercialize or exploit feedback in any manner and for any purpose.
11. License Only. The Software is the property of Vendor or its licensors and is protected by copyright law. The Customer is granted non-exclusive license rights only, which take effect after acceptance of this license. No ownership rights to the Software are transferred to the Customer. No right, title or interest is granted except as expressly stated in this Agreement.
12. Limited Warranty. Vendor warrants to Customer that: for a period of sixty (60) days from the date of purchase, the Software will function substantially in accord with expectations set during the sales process. Except for the foregoing, the Software is provided “AS IS”. The Customer’s exclusive remedy and Vendor’s entire liability under this limited warranty will be a refund of the most recent fee paid for Software. Any implied warranties on the Software are limited to 60 days. Some regions do not allow limitations on duration of an implied warranty, so the above may not apply.
13. Disclaimer of Warranty. EXCEPT AS EXPRESSLY SPECIFIED IN THIS Agreement, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.
14. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL Vendor OR ITS LICENSORS BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE Software, EVEN IF Vendor HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event will Vendor’s liability to the Customer, whether in contract, tort (including negligence), or otherwise, exceed the amount paid by the Customer for Software under this Agreement. The foregoing limitations will apply even if the above stated warranty fails of its essential purpose. Some regions do not allow the exclusion of incidental or consequential damages, so some of the terms above may not be applicable.
15. Infringement claims. If the Vendor believes the Software might infringe a third party's intellectual property rights, then the Vendor will, at the Vendor's expense: (i) obtain the right for the Customer to continue using the Software, (ii) provide replacement functionality that is non-infringing, or (iii) modify the Software so that it is no longer infringing. If Vendor believes that none of these options are commercially reasonable, then the Vendor may terminate the Customer's access to the Software and provide the Customer with a pro-rata refund of any prepaid fees after the date of termination. These remedies are the Customer's exclusive remedies, and the Vendor's exclusive obligation, with respect to infringement claims.
16. Renewal. Near the end of the term for this Agreement, the Vendor will send the Customer a renewal application in the form of an invoice. By paying the license fee shown on the invoice in full, the Customer is agreeing to an additional year (365 days) of this Agreement.
17. Governing Law. Any action related to this Agreement will be governed by the law of the state of Minnesota. No choice of law rules of any jurisdiction will apply. Exclusive jurisdiction and venue for any claim regarding this Agreement or its subject matter will lie in the state of Minnesota.
18. Mutual Indemnification. Except as described in section 15 above, each party hereby agrees to indemnify, defend, and hold the other party harmless from any and all claims, demands, costs, liabilities, losses, expenses and damages (including reasonable attorneys' fees, costs, and expert witnesses' fees) arising out of or in connection with any claim by an unaffiliated third party that, taking the claimant's allegations to be true, would result in a breach by the indemnifying party of any of its warranties and covenants set forth this Agreement.
19. 60 day refund. For a period of sixty (60) days from the date of purchase the Customer may terminate this Agreement and receive a refund for the full amount paid. The Vendor will not compensate the Customer for time spent entering information into the Software, or for anything other than the original monetary amount originally paid.
20. Termination. The Customer may terminate this Agreement at any time by notifying the Vendor. If the Customer terminates this Agreement after the 60 day refund period, no refund will be provided from the Vendor. This Agreement will terminate immediately without notice from Vendor if the Customer fails to comply with any provision of this Agreement. Upon termination, all license grants end and the Customer must cease all use.
21. Miscellaneous. The Vendor may modify these terms at any time, so the Customer should review these terms regularly. Changes will be effective immediately, but they will not apply retroactively. If the Customer does not agree to the modified terms, the Customer must stop using the Software. These terms govern the Vendor's relationship with the Customer - they do not create any third party beneficiary right. The Vendor's failure to enforce any right does not mean that the Vendor is giving up any rights. Neither the Vendor or Customer will be liable for a failure to perform our obligations (excluding obligations to pay fees) as a result of a condition that is outside of our reasonable control (such as a natural disaster, war or Internet disturbance). These terms (including the Vendor's privacy policy) make up the entire Agreement between the Vendor and Customer relating to the Software and Customer's use of the Software. If a court decides that a portion of these terms is not enforceable, the rest of these terms will not be affected. If there is a dispute between the Vendor and Customer, both the Vendor and Customer agree to work together in good faith to try to resolve that dispute before resorting to taking any legal action.