FRANKLINCOVEY - Laserfiche WebLink

Home Browse Search

Client agrees to abide by the Terms and Conditions stated below. Franklin Covey Client S s, Inc. City of Santa Ana - CA Signature: Signature: By: Kimberly Neville By -1Cistine Ridge Title: Legal Director Title: City Manager Effective Date: ATTEST: i ennifer L. a NZ I Ci APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney andon Salvatierra Deputy City Attorney RECOMMENDED FOR APPROVAL: Jason Otsick Exec ive Director. Human Resources Terms and Conditions A. Grant of Rights. FranklinCovey grants Client a limited, non-exclusive, non transferable, revocable license forthe Passholders, for whom fees have been paid, to (a) print or download from FrankloCovey's web -based platforms, the participant and facilitator Materials as they exist (collectively "Materials'); and (b) create "Compilations," which means a Passholder's right totake portions of the downloadable Materials and use them in accordance with the terms of this Agreement and specifically in accordance with the Guidelines attached hereto as Exhibit A. B. Limitations to Grant of Rights. Client agrees not to make, or allow its employees to make, Derivative Works (defined by U.S. Copyright Law, 17 U.S.C. §101, as amended). Client will effectively communicate to its Passholders thatthe Materials are copyright -protected and the proprietary property of FranklinCovey, and that neither Client nor its employees shall file share, distribute to a third party, or publicly post (Slide Share, YouTube, etc.) any of the Materials except as provided for herein. Client acknowledges and agrees that it will take commercially practicable means as technologically feasible, to preventthe Materials from being used or accessed without proper authorization. Materials designated as "Facilitator Materials" are intended for use by Passholders certified to deliverthe FranklinCovey Solutions. Non-Passholders are not eligible for Passholder pricing. Training must be delivered and participant Materials consumed during the License Term. C. Term. This Agreement shall commence on the license Start Date and continue as indicated in thetable above (all terms in the table are collectively referred to atthe "Initial Term") and is non -cancelable except fora material breach as described in "Termination and Events of Termination" below. D. Termination and Events of Termination. Either party may terminate this Agreement with 30 days written notice of a material breach of this Agreement only, if uncured within such 30 day period. Upon termination of each Passholder license, such Passholders shall immediately (a) discontinue all use of the FranklinCovey Solutions; (b) discontinue all use of Compilations; and (c) remove all FranklinCovey content from Compilations which were blended with Client content. Notwithstanding the foregoing, Passholderswho received the Participant materials prior to termination may continue to use them for their personal use to applythe concepts learned from a FranklinCovey Solution. E. Fees and Payment Terms. Client agrees to pay FranklinCoveythe non-refundable non-prorateable fees described above atthe beginning of each license term and within 30days of the receipt of an invoice. Additional products and/or Services ordered underthls Agreement shall be payable when delivered, unless such Services are 360 Coaching Services which are invoiced monthly upon completion. Pricing does not include applicable sales and use taxes, shipping & handlingfees, ortravel expenses, which are the responsibility of the Client. Interest shall accrue on all delinquent accounts atthe rate of 1.5%per month. Pricing Is subject to an increase afterthe Initial Term and annually thereafter. F. Returning Participant Materials. Participant materials shipped from and delivered to locations in the U.S. and Canada are eligible for refund if returned unused to FranklinCovey within thirty (30) days of purchase. Customized products and electronic participant materials are not accepted for return or exchange. Participant materials shipped from and delivered to locations outside the U.S. and Canada are not eligible for a refund. G. Single Sign On (SSO). In the event Client utilizes SSO integration, FranklinCovey shall provide Passholders with SSO access tothe platform utilizing SAML 2.Dtechnology. Activation is contingent on successful compatibility and testing. User authentication is controlled by Client's SSO Page 2 of 4 AAP License Agreement/Revised 5-2023