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Home My WebLink AboutCAG2017-1003 - Original - National Traffic Safety Institute, Inc. - Online NTSI Licensed Courses - 07/31/2017ApprovalOriginator:Department: Date Sent:Date Required: Authorized to Sign: Director or Designee Date of Council Approval: Grant? Yes No Type:Review/Signatures/RoutingComments: Date Routed to the City Clerk’s Office:Agreement InformationVendor Name:Category: Vendor Number:Sub-Category: Project Name: Project Details: Agreement Amount: Start Date: Basis for Selection of Contractor: Termination Date: Local Business? Yes No* Business License Verification: Yes In-Process Exempt (KCC 5.01.045) If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace. Notice required prior to disclosure? Yes No Contract Number: Agreement Routing Form For Approvals, Signatures and Records Management This form combines & replaces the Request for Mayor’s Signature and Contract Cover Sheet forms. Visit Documents.KentWA.gov to obtain copies of all agreementsadccW22373_1_20 Budget Account Number: Budget? Yes No Dir Asst: Sup/Mgr: Dir/Dep: rev. 20210513 FOR CITY OF KENT OFFICIAL USE ONLY (Optional) * Memo to Mayor must be attached 9NTSI NATIONAL TRAFFIC SAFEW INSTITIJTE ONLINE COURSE AFFILIATE LICENSING AGREEMENT This Licensing Agreement is made ono7l3Ll2OI7 by the NTSI Corporation, dba NationalTraffic Safety lnstitute, lnc. (NTSI), a california corporation, and the city of Kent , hereinafter referred to in this agreement as Licensee. BACKGROUND NTSI is engaged in promoting safety in general, and traffic safety to the motoring public. NTSI has developed and operates various online driving safety and education courses, (collectively known as Courses). This Agreement is only to allow the sale of NTSI online courses delivered over the lnternet by the Licensee. TERMS AND CONDITIONS 1'. Scope of License. Licensee shall have a non-exclusive license for the term of this Agreement to resell NTSI licensed courses via the lnternet. Licensee shall not sub-license or sub- contract delivery of the Course(s) to any person or entity without NTSI's prior written consent, which NTSI may withhold in its absolute discretion 2. Licensee Name. Licensee shall operate and deliver the Courses -via the official licensed company name via URL links from Licensee to NTSI website. At no time shall Licensee deliver NTSI licensed courses via any other website other than 3. Term. The term of this agreement shall be ongoing provided Licensee does not default in any material way relative to this Agreement. Either party, at its discretion may cancel this Agreement at any time by providing written notice of at least ninety (90) days to the other party. 4. Material Linkage of Courses. For any of the Courses that Licensee wishes to deliver, and NTSI authorizes Licensee in writing to deliver, NTSI shall supply Licensee with all necessary URL's for directing prospective NTSI course buyers from Licensee website to NTS|website. 5. Transfer from Licensee enrollees to NTSI site. Potential buyers of Courses will be linked from Licensee's website to NTSI's website and students shall pay via Licensee's payment gateway. Page 1 of 4 Initials:NTSI q Licensee4 6. Proprietary Ownership of Courses and Course Materials. Many aspects of the these Education Programs, including but not limited to their delivery system(s), marketing methods, business plans, cost and profit structure, etc., are NTSI's proprietary and confidential information. Licensee shall not, either directly or through any third party or subsidiary, including its officers, directors, or employees, disclose the confidential information to any third party without NTSI's prior written consent. Licensee may disclose the confidential information to its own officers and employees, but only a need-to-know basis, and then only after having obtained confidentiality agreements from its employees. Provider consents to entry of a restraining order against it to enforce these confidentiality provisions. 7. Termination. Upon termination of this agreement by either party, Licensee agrees to immediately remove all references to NTSI courses from its website including all logos, marks or other references to NTSI including removal of all links to NTSI courses. 8. Updates and Enhancements. Provided Licensee is not in default under this Agreement, NTS|shall periodically (at least annually) update any online courses resold by Licensee. 9. Fees. For all Courses Licensee is licensed by NTSIto provide, Licensee shall collect (via its payment gateway) all student tuition fees. 9.1_.NTSI sets the course minimum fees for the courses to be delivered by Licensee. Licensee may not resell NTSI's online courses at fees lower than those prescribed by NTSI in Exhibit B unless written permission is granted by NTSI. 10. Payment Schedule. Licensee shall pay NTSI a portion of each tuition fee under the following terms: r_0.r.. r0.2. 10.3, L0.4. 1_0.5. Licensee will receive payment for students who succesbfully enroll, pay the full tuition fees-- minus any student enrollment fees refunded as per Licensee's refund policy or policy set by any state or other regulatory entity-, and complete the course. Fees due to NTSI for online course referrals will be paid monthly to NTSI by Licensee by the L5th of the subsequent month. NTSI will receive as payment the portion of the tuition fees paid as outlined in Exhibit B. Licensee willtrack and provide information to NTS|with payment to include an audit trail of all students completing the prior month. Payments not submitted within 15 days ol I0.2 above shall be assessed a L5o/o late fee. 11. Confidentialityof Studentlnformation. Licensee may not utilize student registration or personal date for marketing purposes nor shall such information be resold under any circumstances. Page2 of 4 Initials: NTSI q Licensee 4V L2. Approval of Advertising Materials. Any use of the Courses, Course Materials, course names, trademarks, service marks, or other commercialsymbols by Licensee in any advertising shall be submitted to NTSI for its prior written approval, which shall not be unreasonably withheld. All advertising material used by Licensee shall comply with applicable consumer protection laws and generally accepted standards of decency and good taste. 13. Compliance with Laws and Regulations. Licensee shalloperate in compliance with the laws and the rules and regulations of the state(s) in which it provides the Courses. L4. Limitation of Liability. Under no circumstances including negligence, shall NTSI be liable to Licensee or to any third party, including students, for any incidental, special or consequential damages that result from use of NTSI online corJrses, even if NTSI has been advised of the possibility of such damages. ln no event shall NTSI's total liability to Licensee for all damages, losses, and causes of action whether in contract, tort (including negligence) or othenruise exceed $500.00. 15.Event of Default. Any of the following events is a default under this Agreement: 15.L. Licensee fails to carry out any material provision of this agreement. 16. Remedies for Default. Should any of the above event of default occur, NTSI may, without further notice to Licensee, terminate this agreement 16,L Non-monetary Default. lf Licensee fails to carry out any material provision of this Agreement, NTSI shall notify Licensee in writing of the breach and the corrections or actions required under the Agreement to cure the breach. lf, after ten business days from the date of return receipt confirmation, the breach has not been cured, NTSI, in its sole discretion, may terminate this Agreement or temporarily suspend this Agreement for the term of the breach. L7. Assignment. Licensee may not assign its rights or obligations under this Agreement. 18. Entire Agreement; Modifications and Amendments. This Agreement constitutes the entire agreement between the parties and supersedes any prior understanding or agreements, oral or written, This Agreement may not be modified nor amended except by the written agreement of the Parties. NTSlCorporation /b^- David lrons, Vice President Date NTSI on PO , wA 98027 re Page 3 of 4 Title G< Initials: NTSI Date Licensee Printed Name EXHIBITA o 4-Hour Traffic Level i- Online. 8-Hour Traffic Level 2 Online. 4 Hour Safe NewAttitude program Online (S.N.A.P.) REIMBURSEMENT Licensee shall reimburse NTSI as outlined in Exhibit B, of the student tuition fees paid on courses listed above for each registered student who is referred from Licensee's website to NTSI's registration portal (minus any refunds paid back to students during each monthly period). Exhibit B Course Minimum Fees 4-Hour Traffic Level 1 Online $r.0.00 our Traffic Level 2 Online $1_4.00 our Safe NewAttitude P ram N.A.P $L0.00 Page 4 of.4 Initials: NTSI q rirun""fk