Agenda Item
a. Approval of Purchase of Illuminate Education Assessment Platform (in an amount not to exceed $1,200,000.00) - (updated 07.08.2022)
Summary: Presented by: Mr. Oliver J. Lewis, III, Associate Superintendent, Office of Continuous Improvement (Accountability)
Request: In support of Board Policy II, it is requested that the Board of Education approve the purchase of Illuminate Education Assessment Platform for SY 2022-2023 in an amount not to exceed $1,200,000.00.
The requested purchase is a testing expenditure that does not require bid per the District’s Purchasing Board Policy (DJE).
Why: This solution supports the tenets of all Strategic Goal areas, but in particular, Goal Area 1: Student Success with Equity and Access by actualizing the following performance objectives:
Improve student mastery of learning standards
Provide academically rigorous courses and pathways
Increase Graduation Rate
Illuminate Education is an assessment (DnA) and whole child (eduClimber and Achievement Dashboard) platform with extensive academic content aligned to the Georgia Standards of Excellence with professionally-designed assessments, accessible dashboards, and reports that inform district, school, classroom, and student-level data.
Based on our Vision for the DCSD Graduate and to enhance our ability to monitor birth to post-secondary milestones (which are attached), this platform will afford teachers, school and district administrators, access to a management system that will support DeKalb’s MTSS (essential multi-tiered system of supports) process.
The Illuminate Education DnA platform provides insightful district information around academic data with tools and reports to inform standards-based decision making. The data available through the platform has multiple benefits for District Leaders, Curriculum Leaders, and Teacher Leaders.
Through Illuminate Education eduClimber, schools and teachers can quickly build and administer common assessments with instant access to results, including standards analysis, most commonly missed items, and subgroup analysis. The district also utilizes multiple data points from the assessment platform to design system-wide professional learning.
Accordingly, Illuminate’s eduClimber tool will take all of the academic, social emotional and engagement data from the various and necessary platforms that the District currently has, and transform that data within 24 hours into a variety of formats that helps internal and external stakeholders to monitor academic continual growth and performance of DCSD students, as well as contributing factors to that progress. This solution provides the triangulated data to determine and predict which students are in need of different instructional, behavioral, social and emotional supports at the student, class, school region and district level.
School and district leaders will avoid lag time and extraneous efforts in an attempt to secure and analyze academic and non-academic data, including social-emotional, assessment, intervention, behavior and attendance data by making whole child data attainable and actionable. Pre-built visualizations and dashboards are readily available to assist school and district leaders in evaluation and monitoring intervention effectiveness that leads to appropriate data-driven decision making.
Through the renewal of Illuminate Education for SY 2022-2023, DeKalb schools will continue to:
Design common and formative assessments
Analyze classroom, district, and state-level data
Generate reports utilizing multiple academic and whole child (behavior and attendance) data sources
Utilize assessment item banks for remediation, acceleration, and professional development
Inform instructional practices and school turnaround efforts at the local and district level
Administer DeKalb’s Benchmark Assessments
Support Multi-Tiered System of Support (MTSS) processes
Disaggregate data across multiple sources
Evaluate and monitor the effectiveness of interventions
Collect, report, and analyze school-wide behavior incidents for social emotional learning evaluation
Details: This proposed budget item is requesting funds not to exceed $1,200,000.00 to cover the costs associated with the purchase of the Illuminate Education Assessment Platform and professional learning services.
Through the Illuminate Assessment platform, DCSD K-12 educators will have access to over 100,000 Formative, Common, and Benchmark assessment items. The test items have the following attributes:
Aligned to Georgia Standards of Excellence in all four content areas: English Language Arts, Mathematics, Science, and Social Studies
Multiple item types - selected response, constructed response and extended response (which simulates the GADOE Milestones Assessments)
Flexible delivery - items in Microsoft Office Word; passages in PDF; and images in JPEG
Varying levels of complexity- Depth of Knowledge: DOK 1 - 20%, DOK 2 - 60% and DOK 3 - 20%
English Language Arts items will be associated with passages that reflect readability and text complexity appropriate to the grade level
The Illuminate platform includes the following features necessary to administer required formative, common, and benchmark assessments in tandem with DeKalb’s curriculum:
Document camera scanning for easy and instant assessment scoring
Traditional and standard-based grade books and report cards
Online testing, proctoring, monitoring, and dashboards to provide instant performance feedback
Reporting that provides the big picture around effective instructional practices, direction for differentiated instruction, and item analysis to pinpoint student misconceptions
The online portal allows digital access to students and parents to get real-time performance feedback
Additionally, the broader features of Illuminate, are as follows:
Individual Student Overview dashboard: Multi-year student view of academic, attendance, social-emotional, behavior, and program status data for teacher, school and district leaders.
Threshold dashboard: Data dashboard with the ability to screen for at risk students based on multiple data points, set up early warning systems for academics and behaviors, ability to address issues of equity, and screen for program evaluations.
Meeting and Forms dashboard: Customizable smart FORMS that can automatically populate with demographic and assessment data to include embedded action items for student success.
Interventions and Progress Monitoring dashboard: Multiple data sources can be used to identify students in need of interventions and displayed via this tool. Additionally, students’ progress can be tracked to ensure interventions are accelerating learning and closing instructional gaps.
Academic Interventional Analysis dashboard: Provides the ability to view which interventions are being utilized across the district that have an impacting student learning.
Data Walls: School leaders can create and share collections of data with stakeholders and district leadership.
Program Effectiveness dashboard: Helps users to identify the effectiveness of district programming for students in various classification ranges.
Behavior Incident Analysis dashboard: The ability to view snapshots of behavior, response, and behavior locations throughout the district; additionally, this feature will assist with analyzing behaviors throughout the district, drill deeper to understand most common student behaviors, when they occur, where (schools and regions) they occur and which specific students are struggling with those behaviors.
Disproportionality Reporting dashboard: Visualizations that enable school and district leaders to view key disproportionality key data, monitor initiatives, and share easy-to-understand information with stakeholder.
Achievement dashboard: Interactive dashboard that allows users to create customizable visualizations of real-time data.
The tool also has the capacity to publish public-facing data visualizations so that stakeholders can be informed relative to the academic well-being of the District.
Usage Data SY2019-SY2022
The Illuminate tool proved to be an invaluable resource for DCSD students and staff.
Level
# of Assessments Created
# of School Sites
# of Assessments Created
# of School Sites
# of Assessments Created
# of School Sites
2019-2020
2020-2021
2021-2022
Elementary
13,955
89
25,414 (+)
93
32,975
89
Middle
8,188
21
7,427 (-)
21
11,002
21
High
10,194
27
26,013 (+)
26
16,661
28
Financial impact: The financial impact is an amount, not to exceed, $1,200,000.00 for FY23.
The purchase amount will be paid using general funds budgeted to the Office of Accountability, Department of Assessment Administration, charge code:
100.2210.553200.00011.7540.9990.8010.030.0000 (Professional Services).
Contact: Mr. Oliver J. Lewis, III, Associate Superintendent, Office of Continuous Improvement (Accountability), 678.676.0300
Ms. Allison Q. Scott, Director of Assessment Administration, Office of Continuous Improvement (Accountability), 678.676.0300
Effective: July 2022
Status: Contract approved by General Counsel.
DocuSign Envelope ID: E4956E4A-6BD5-4CC5-B04A-61A36C722F16
Client Order
Q-148054
530 Technology Dr Suite 100
Irvine, California 92618
(949) 656-3133
https://www.illuminateeducation.com/
Prepared Date: 6/9/2022 Customer: Dekalb County School District
Valid Through: 7/15/2022 Address: 1701 Mountain Industrial Blvd
Stone Mountain, Georgia
30083-1027
Prepared By: Kendall Hawkins
Contact: Allison Scott
Start Date: 7/1/2022 Phone: 678.676.0731
End Date: 6/30/2023
Quote Term: 12
2022-2023 Dates: 7/1/2022 - 6/30/2023
QTY PRODUCT DESCRIPTION UNIT TOTAL
93,473 DnA Software License Bundle Assessment Software Licenses $4.92 $459,887.16
»» DnA, Software License Per Student Licenses - Illuminate Data and Assessment™ Included
93,473 Inspect Plus Access to Key Data Systems' KDS Inspect Plus $2.25 $210,314.25
25 Virtual Training, DnA Synchronous learning sequence addressing selected DnA content. Facilitated live by $1,500.00 $37,500.00
an Instructor across 2 3-hour sessions for up to 30 participants.
93,473 eduCLIMBER, Software eduCLIMBER allows districts to easily import and visualize a wide range of student $3.81 $356,132.13
License data including academic, SEL, behavior, attendance, and intervention. Districts can then
create custom dashboards to identify ways to improve student achievement.
93,473 Achievement Dashboard, Achievement Dashboard is the easiest, most user-friendly district dashboarding tool on $0.00 $0.00
Software License the market by providing school/district leaders with a way to present key insights via
customizable visualizations.
10 Virtual Consultations, One-hour of virtual coaching for eduCLIMBER. $165.00 $1,650.00
eduCLIMBER
21 Onsite Training, eduCLIMBER One day (up to six hours) onsite training and/or technical assistance for eduCLIMBER. $3,250.00 $68,250.00
4 Virtual Training, eduCLIMBER Synchronous learning sequence addressing selected eduCLIMBER content. Facilitated $1,500.00 $6,000.00
live by an Instructor across 2 3-hour sessions for up to 30 participants.
2 Train-the-Trainer, Comprehensive eduCLIMBER training for capacity building. Up to 20 participants per $6,500.00 $13,000.00
eduCLIMBER cohort.
2 »» Initial Intensive Training, Onsite eduCLIMBER training for Train-the-Trainer cohort. Facilitated by an Illuminate Included
eduCLIMBER Instructor across two consecutive days.
2 »» Knowledge Transfer Virtual eduCLIMBER training session facilitated by an Illuminate Instructor in a half- Included
Workshop, eduCLIMBER day session for Train-the-Trainer cohort. Typically held two to three months after Initial
Intensive Training.
2 »» Training Materials, Professionally-created eduCLIMBER training digital material set for client use in Included
eduCLIMBER internal training.
5 Learning Community, Access to eduCLIMBER content, resources, and usage reporting within Illuminate $0.00 $0.00
eduCLIMBER Education's Learning Management System.
2022-2023 Subtotal: $1,152,733.54
2022-2023 Grand Total: $1,152,733.54
Any Client request to reimport, align, merge, or otherwise manipulate data that has already been integrated will be subject to an additional fee. If the Client requests
that Illuminate make any integration efforts after initial setup, the initial fees will be as follows: integrating with a new SIS $5,000; merging instances or splitting
instances $10,000.
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On-Going Illuminate subscription license and/or support fees are invoiced at then current rates & enrollment per terms of the Master Subscription Licenses &
Services Agreement, which may be subject to an annual increase after the first year for non-multi-year contracts and/or enrollment increases (i.e., as your student
count increases or decreases, the quantity will be adjusted in accordance with the terms of the Agreement).
Any applicable state sales tax that has been added to this Client Order is an estimated amount for Client’s convenience that is subject to verification and
modification based on current state required tax at the time of invoicing. Subscription Start and Expiration Dates shall be as set forth above, which may be delayed
based upon the date that Illuminate receives your purchase order or signed Client Order.
In the event that this Client Order includes promotional pricing, said promotional pricing is only valid for the select term(s), product(s), and/or service(s) as shown
in this Client Order. The promotional pricing may also be limited in availability to you through the date on this Client Order that is shown as the "Valid Through"
period.
All invoices shall be paid within thirty (30) days of the date of invoice.
All purchase orders must contain the exact Client Order number stated within.
To accept and finalize this Client Order, please remit a purchase order to:
Orders@IlluminateEd.net
or
6531 Irvine Center Drive #100
Irvine, CA 92618
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Master Subscription Licenses & Services Agreement
This Master Subscription Licenses & Services Agreement (“Agreement”) is hereby entered into as of the earlier of the date of the last signature hereto or
receipt of purchase order and/or enforcement of any and all product and/or service orders (the "Effective Date") between the purchasing agency (“Client”) and
Illuminate Education, Inc., a California corporation having its principal place of business at 530 Technology Drive, Suite 100, Irvine, CA 92618, and wholly-
owned subsidiaries, including, but not limited to Adrylan Communications, LLC, eduCLIMBER, LLC, eSchoolData, LLC, FastBridge Learning, LLC, IO
Education, LLC, Sanford Systems, Inc. dba Key Data Systems, SchoolCity, Inc., and The Learning Egg, LLC (collectively “Illuminate”) (Client and Illuminate
are referenced herein as each a “Party” and collectively the “Parties”).
Definitions. be subject to additional license terms as identified herein). Illuminate is
not a licensor of Third Party Software.
(a). “Client Order” means the Illuminate document attached hereto (or
subsequently produced invoice), which lists the Licensed Products,
current pricing, Service(s), Software, Subscription Period, Third Party 1. Subscribing to the Service(s). Client will subscribe to the Licensed
Software, and/or applicable financial terms related to this Agreement, Products and/or Services by: (i) providing a purchase order that displays
and is hereby incorporated into this Agreement. the unique identifier contained within the Client Order attached hereto
or another Client Order, or in Illuminate’s discretion sufficiently
(b). “Client Personnel” means Client’s internal employees, who shall references said Client Order; (ii) having an authorized Client
be bound by confidentiality restrictions at least as restrictive as this representative execute a Client Order with this Agreement and receiving
Agreement provides, explicitly excluding contractors and/or vendors a countersigned copy by an authorized Illuminate representative; and, if
that are not granted access herein. applicable for custom services, (iii) executing a written SOW for such
(c). “Documentation” means technical materials provided by Illuminate customized Licensed Products and/or Services with Illuminate. The
to Client in hard copy or electronic form describing the use and operation Parties explicitly agree that, regardless of the confirmation of
of the Software, which does not include any sales and/or marketing subscription method discussed herein that is utilized by Client, any
materials that Illuminate may provide Client to describe functionality additional and/or varying terms included in the Client’s purchase order
intended for sales and/or marketing purposes. are hereby deemed null and void, including terms that attempt to override
this specific provision. Unless the Parties specify otherwise in writing,
(d). “Embedded Applications” means software licensed to Illuminate each SOW will be incorporated into this Agreement. Each Client Order
by third parties that is provided to Client as part of the Licensed Products and/or SOW will specify the Licensed Products and/or Services and
or Services. specific terms and conditions applicable to that order. In the event of any
conflict between this Agreement and a SOW, the mutually agreed upon
(e). “Licensed Products” means all software (including Embedded
and executed SOW shall control, except this Agreement shall govern all
Applications, which is software licensed by Illuminate and provided to
terms relating to intellectual property rights, confidential information,
Client as part of the terms of this Agreement), subsequent versions
warranty, indemnity, and liability. Subject to the terms and conditions of
provided during an active Subscription Period and/or in relation to
this Agreement, Illuminate will provide the Licensed Products and/or
Support Services, assessment content owned or licensed by Illuminate,
Services described in the applicable Client Order. Unless expressly
and all related Documentation licensed to Client pursuant to this
designated as replacing a specific Client Order and/or SOW, subsequent
Agreement, now or in the future.
Client Orders and SOWs will be considered in addition to currently
(f). “Professional Service(s)” means any consulting, training, effective Client Orders and SOWs and shall be governed by this
implementation, or technical services provided by Illuminate to Client Agreement.
under the Client Order. 2. License.
(g). “Services” means the service(s) described in the applicable Client (a). License Grant. Subject to the terms and conditions of this
Order attached hereto or an executed statement of work (“SOW”), Agreement, including Illuminate’s Privacy Policy, which is incorporated
associated with the Software and the Documentation, including any fully herein by reference, Illuminate grants to Client a limited, revocable,
applicable software hosting or Professional Services, as defined herein, non-exclusive, non-transferable, non-sublicensable license during the
and/or provided by Illuminate to Client. Subscription Period, to access the Licensed Products and/or Services
through the User IDs and to operate the features of the Licensed
(h). “Software” means the Illuminate software programs described in
Products and/or Services according to the Documentation under normal
the applicable Client Order.
circumstances. Client is only granted licensed access to any customized
(i). “Subscription Period” means the period commencing upon the start software and/or content delivered in accordance with a valid Client
date set forth in the applicable Client Order and continuing until Order and/or SOW during the Term of said Client Order. Termination
terminated in accordance with Section 15 (“Termination”). of the Client Order or underlying Licensed Product will terminate
access to customized content. No source code or technical-level
(j). “Third Party Software” means any software product designated as documentation to the Licensed Products and/or Services is licensed
Third Party Software by Illuminate, and any related documentation under this Agreement.
supplied to Client, which is licensed directly between Client and a third
party. Third Party Software is different than Embedded Applications in (b). User IDs. Illuminate will issue Client’s system administrator
that Illuminate licenses the Embedded Applications to Client as part of access to Client’s designated user(s) that will have the ability to issue a
Licensed Product (but in some cases, such Embedded Applications may singular User ID and password to each student, teacher, and staff
member for access to and to utilize the Licensed Products and/or
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Service(s) specified in the applicable Client Order and/or SOW. Client CAN-SPAM Act or any other applicable laws pertaining to unsolicited
shall limit the total number of issued User IDs and passwords to the email, SMS, text messaging or other electronic communications, or the
student count noted for each Licensed Product and/or Service on the transmission of emails to an individual or entity with which Client has no
Client Order; provided that said student count does not limit the total preexisting relationship; (E) includes the private information of another
number of teacher and staff User IDs and passwords that Client may without express permission, including but not limited to contact
issue. Each User ID may be used to access the Services during only one information, social security numbers, credit card numbers or other
(1) concurrent login session. Client shall not allow Client Personnel information which a reasonable individual would consider private in
and/or students to share User IDs with any third parties, which require nature, (F) violates any privacy, intellectual property or proprietary right
prior written approval for access by Illuminate. Client is responsible for of another; (G) is pornographic or sexual in nature; expressly targets
all activity occurring under its User IDs and control of said User IDs, children under the age of 13; or (H) is unlawful or otherwise
including the corresponding password credentials. Client is responsible objectionable, in Illuminate’s sole opinion; and (ii) Client shall ensure
for all use of the Licensed Products and/or Services by Client Personnel, that Client’s use of the Software and/or Services is at all times compliant
students Client grants access to, for maintaining the confidentiality of all with all applicable local, state, federal and international law, regulations
User IDs, and promptly notifying Illuminate of any actual or suspected and conventions, including without limitation, those related to data
unauthorized use of the Licensed Products and/or Services. Illuminate privacy, international communications, and the exportation of data of any
reserves the right to suspend or terminate any Client user that Illuminate kind, regulations of the U.S. Securities and Exchange Commission and/or
determines may have been used for an unauthorized purpose. any rules of a securities exchange in the U.S. or elsewhere.
(c). Limitations. Client acknowledges that the Licensed Products, 4. Reservation of Rights.
including all derivative works thereof and source code and libraries
(a). Illuminate. Illuminate expressly reserves all rights in the Licensed
thereto, are and shall remain the sole and exclusive property of
Products, Services, Software, Documentation, and all other materials
Illuminate, except for license rights that Illuminate has to said Licensed
provided by Illuminate hereunder not specifically granted to Client. It is
Products. Client will not and will not permit any Client Personnel or
acknowledged that all right, title and interest in the Licensed Products,
other party to: (i) permit any party to access or use the Licensed Services, Software, Documentation, and all other materials provided by
Products and/or Services, Software, or Documentation, other than Illuminate hereunder, including, but not limited to any update,
Client Personnel explicitly authorized by Illuminate; (ii) modify, adapt, adaptation, translation, customization or derivative work thereof, and all
alter or translate the Software or Documentation, except as expressly intellectual property rights therein will remain with Illuminate (or third
allowed hereunder; (iii) sublicense, lease, rent, loan, distribute, or party suppliers, if applicable) and that the Licensed Products, Services,
otherwise transfer the Licensed Products and/or Services, Software, or Software, Documentation, and all other materials provided by Illuminate
Documentation to any third party; (iv) reverse engineer, decompile, hereunder are licensed on a subscription basis and not transferred to
disassemble, or otherwise derive or determine or attempt to derive or Client apart from the temporary license(s) discussed herein.
determine the source code (or algorithms, structure or organization) of
the Software; (v) use or copy the Software or Documentation except as (b). Client. Client expressly reserves all rights in any data that Client (or
expressly allowed hereunder; (vi) disclose or transmit any data Client Personnel/student users) loads or enters into the Licensed
contained in the Software to any individual other than Client Personnel. Products and/or Services and all results from processing such data,
To the extent permitted under the law, Client shall hold Illuminate including compilations, and derivative works thereof (the “Client
harmless from any and all claims relating to Client’s misuse of Licensed Data”), except that Client grants Illuminate a non-exclusive, royalty-
Products and/or Services rendered by Illuminate to Client, including free license to use, reproduce, and create derivative works of the Client
Illuminate’s intellectual property. Data in operating the Licensed Products and/or Service features for
Client's benefit as is explicitly permitted under the law. Additionally,
(d). Client Responsibility. Client shall perform the responsibilities Illuminate may use and distribute the Client Data for any lawful purpose,
necessary to establish Client's use of the Licensed Products and/or provided that such Client Data will be aggregated and/or de-identified
Services, including (i) providing Client Personnel lists to setup User IDs, (e.g., the development of Illuminate’s products and/or services, as
(ii) properly maintaining all associated equipment, software and authorized under F.E.R.P.A. and applicable state laws). All such
environmental conditions in accordance with applicable industry aggregated data shall be the property of Illuminate. Client represents and
standards and/or specifications Illuminate may provide Client, and (iii) warrants that Client has all rights under applicable law to provide and
designating Client Personnel to participate in training. input in the Licensed Products and/or Services the Client Data,
including any personally identifiable information or other sensitive
3. Acceptable Use Policy. Client acknowledges and agrees that information of any of the students and or other persons included therein.
Illuminate does not monitor or police the content of communications or
data of Client or its users transmitted through the Licensed Products 5. Client Support. During the Subscription Period for the applicable
and/or Services, and that Illuminate shall not be responsible for the Services, Illuminate will provide the following standard customer
support:
content of any such communications or transmissions. In using the
Software, Licensed Products, and/or Services, Client agrees to the (a). Web & Phone Support. Client's designated representative(s) shall
following: (i) Client shall not incorporate into or otherwise transmit have access to Illuminate's technical support via website/email and
through the Software, Licensed Products, and/or Services any content telephone and may use the website/email to submit service requests.
that violates or infringes the rights of others, including without limitation Illuminate will use reasonable efforts to respond in a timely manner
any material that: (A) may be abusive, indecent, threatening, obscene, under the given circumstances.
harassing, violent, defamatory, libelous, fraudulent, or otherwise
(b). Client’s Responsibilities. To receive support, Client shall: (i) report
objectionable; (B) encourages or otherwise promotes conduct that would
errors or suspected errors for which support is needed, and supply
constitute a criminal offense or give rise to civil liability; (C) impersonates
Illuminate with sufficient information and data to reproduce the error;
any person or entity or that otherwise misrepresents Client’s affiliation
(ii) procure, install, operate and maintain hardware, operating systems
with a person or entity; (D) contains malicious code; is in violation of the
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and other software that are compatible with the most current supported from time to time due to planned maintenance or to causes that are
version of Software; (iii) establish adequate operational back-up beyond the control of Illuminate or are not reasonably foreseeable by
provisions in the event of malfunctions or errors; (iv) maintain an Illuminate, including, but not limited to: (i) the interruption or failure of
operating environment free of any modifications or other programming telecommunication or digital transmission links; (ii) hostile network
that might interfere with the functioning of Software; (v) maintain attacks; (iii) network congestion; (iv) or other failures (collectively
hardware and system software consistent with Illuminate’s minimum “Downtime”). Illuminate shall use commercially reasonable efforts to
requirements; and (vi) timely install all fixes and new versions supplied minimize any disruption, inaccessibility and/or inoperability of the
by Illuminate in the proper sequence, and have the most current version Licensed Products and/or Services caused by Downtime, whether
of Software installed (if applicable). Client acknowledges that fixes and scheduled or not.
new versions may be made available electronically, and that, in some
cases, Illuminate may maintain email distribution lists that are used to (b). Security. Client will not: (i) breach or attempt to breach the security
notify Clients of the availability of fixes and new versions and to provide of the hosting environment or any network, servers, data, computers or
other hardware relating to or used in connection with the Licensed
other information to Clients that are eligible for support. Client shall be
Products and/or Services, or any third party that is hosting or interfacing
responsible for including the appropriate Client Personnel on any such
with any part of the Licensed Products and/or Services; or (ii) use or
email distribution lists of Illuminate so that Client receives such
distribute through the Licensed Products and/or Services any software,
notifications and other information.
files or other tools or devices designed to interfere with or compromise
(c). Service Upgrades and Scheduled Downtime. Client shall receive, the privacy, security or use of the Licensed Products and/or Services or
through the Licensed Products and/or Services, generally available the operations or assets of any other customer of Illuminate or any third
versions and releases for the Software, as designated by Illuminate in its party. Client will comply with any potential user authentication
sole discretion and that Illuminate generally offers to its other clients in requirements for use of the Licensed Products and/or Services. Client is
Illuminate's sole discretion, and at no additional charge (beyond current solely responsible for monitoring its authorized users’ access to and use
support and subscription fees). Illuminate may from time to time of the Licensed Products and/or Services. Illuminate has no obligation
schedule downtime for maintenance and upgrades. Illuminate may to verify the identity of any person who gains access to the Licensed
provide Client notice of any scheduled downtime, including any Products and/or Services by means of an access ID. Any failure by any
scheduled user disruption, if the circumstances permit such notice. authorized user to comply with the Agreement shall be deemed to be a
Illuminate will strive to perform updates during non-peak hours. material breach by Client, and Illuminate shall not be liable for any
damages incurred by Client or any third party resulting from such
6. Professional Services. In consideration of Client's payment of the breach. Client must immediately take all necessary steps, including
applicable and non-refundable fees and expenses set forth in the Client providing notice to Illuminate, to affect the termination of an access ID
Order or SOW for professional services, Illuminate will provide Client for any authorized user if there is any compromise in the security of that
the professional services set forth therein, which may include attendance access ID or if unauthorized use is suspected or has occurred in relation
at designated training sessions provided by Illuminate as set forth herein to hosted Licensed Products and/or Services. Illuminate’s security
("Professional Services"). Training and/or consultation sessions may be policies and incident response plans are confidential and proprietary and
conducted, as Illuminate deems appropriate or as explicitly agreed upon will not be disclosed to Client or any third party.
in writing on the Client Order or SOW at the time of purchase, at
Illuminate's training facility, at Client's location, or by teleconference. (c). Data. Client has sole responsibility for the legality, reliability,
integrity, accuracy and quality of the data it processes through and
(a). Use Period. All Professional Services must be prepaid or paid in the submits to the hosting environment. Client is further solely responsible
same manner as agreed to with other Licensed Products included on the for ensuring that Client’s hosted environment (including, by way of
applicable Client Order and utilized by Client within one (1) year of example, email servers) accepts encrypted transmissions.
purchase. Illuminate, in its sole discretion, may extend this period up to
8. Fees and Payment.
a maximum of one (1) additional year to utilize said Professional
Services; however, regardless of whether the Professional Services use (a). Subscription Fees. Subscription Fees (set forth in each Client Order
period described herein is extended, Client’s non-utilization of purchased and/or SOW) are payable in advance. For multi-year Client Orders,
Professional Services will be deemed null and void upon expiration of Illuminate will issue an invoice for each payment annually.
the applicable use period and shall not entitle Client to any refund or
credit. (b). Fees. All fees and expenses will be invoiced and are payable net
thirty (30) days after the invoice date and are non-refundable after being
(b). Third Party Integration. Illuminate, in its sole discretion, will granted access to any products and/or the commencement of internal
assist Client with integration of Licensed Products with Client’s third- preparations to provide Professional Services. Such other fees and
party applications and/or content that are compatible in nature. Due to expenses along with the corresponding fees for Licensed Products
the potential access of students’ personally identifiable information, and/or Services are collectively “Fees”. No refund or credit shall be due
Illuminate provides said integration only at the request of Client in to Customer in the event that a Licensed Product or Service is not
writing. Client is solely and entirely responsible for compliance with utilized.
local, state, and federal laws corresponding with integrations, as well as
ensuring authorized access to said applications and/or content. To the (c). Renewals; Enrollment Increases. Prior to any Renewal Term,
extent permitted under the law, Client agrees to indemnify and hold Client shall provide Illuminate with an updated student count for proper
Illuminate harmless for any actions and/or omissions pertaining to the invoicing and to maintain an accurate number of students accessing the
integration. Licensed Products and/or Services specified in all applicable Client
Orders. Illuminate reserves the right to validate, adjust, and/or invoice
7. Hosting. for variation of Client’s student count based on information provided to
(a). Availability. Client acknowledges and agrees that the hosted state reporting agencies. If an increase in student enrollment occurs, then
Licensed Products and/or Services may be inaccessible or inoperable Client shall remit payment for additional student access to Licensed
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Products and/or Services in accordance with Illuminate’s supplemental is required by law or by the order of a court or similar judicial or
invoice. Such additional fees will be calculated by multiplying the then- administrative body, provided that the Recipient promptly notifies the
current per student fee for Licensed Products and/or Services by Client’s Discloser in writing of such required disclosure and cooperates with the
additional enrollment. Additionally, in the event a Client Order includes Discloser to seek an appropriate protective order.
discounted pricing for bundled Licensed Products and/or Services and (c). Educational Research (Applicable to Only FAST and PALS
Client terminates any Licensed Products and/or Services within the Clients). Subject to the terms and conditions contained herein,
bundle, Illuminate reserves the right to invoice Client at then-current including Illuminate’s privacy policy and/or a data sharing agreement
pricing for the non-terminated Licensed Products and/or Services. entered into with Client, Client hereby grants Illuminate the right to
Illuminate may supply new or modified policies or other terms and share de-identified data that has entirely omitted any and all personally
conditions to Client related to the provision of Licensed Products and/or identifiable information with the University of Minnesota (FAST
Services that will govern this Agreement to remain compliant with applicable product customers only) and/or University of Virginia (PALS product
laws and industry standards. customers only) for educational research purposes. Client’s use of these
(d). Late Payment. Client may not withhold or "setoff" any amounts due products is conditional upon Client’s consent of this provision and
hereunder. Illuminate reserves the right to suspend Services, including necessary to the provision of the products to Client.
access to the Software, and Professional Services (if any) until all (d). Injunctive Relief. Recipient acknowledges that violation of the
undisputed past due amounts are paid in full after giving Client advance provisions of this section would cause irreparable harm to Discloser not
written notice and an opportunity to cure as specified in Section 13 adequately compensable by monetary damages. In addition to other
("Notices") and Section 15 ("Termination"). relief, it is agreed that injunctive relief shall be available without
necessity of posting bond to prevent any actual or threatened violation
(e). Certain Taxes. Fees quoted do not include tax, and Client shall pay
of such provisions.
all applicable taxes. If client is exempt from federal, state, sales, and use
taxes the client will not be charged the same upon providing Illuminate 10. Disclaimers.
with sufficient evidence of said exemption.
(a). DISCLAIMER OF OTHER WARRANTIES. SOFTWARE
9. Confidential Information. AND SERVICES ARE PROVIDED “AS IS” AND WITHOUT
WARRANTY OF ANY KIND (UNLESS EXPLICITLY
(a). Definitions. For purposes of this section, a Party receiving PROVIDED FOR HEREIN), AND ILLUMINATE AND ITS
Confidential Information (as defined below) shall be the "Recipient" and LICENSORS EXPRESSLY DISCLAIM ALL OTHER
the Party disclosing such information shall be the "Discloser" and WARRANTIES, EXPRESS OR IMPLIED, INCLUDING,
"Confidential Information" means all information disclosed by BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR
Discloser to Recipient during the course of their business dealings
PURPOSE, AND POTENTIAL IMPLEMENTATION
regardless of whether it is marked as "confidential" or "proprietary". DELAYS. ILLUMINATE DOES NOT WARRANT THAT
Without limiting the foregoing, Client hereby acknowledges that the THE FUNCTIONALITY CONTAINED IN THE LICENSED
Licensed Products contain proprietary information, including trade PRODUCT WILL MEET CLIENT’S REQUIREMENTS, OR
secrets and along with the Services (including any Documentation, THAT THE OPERATION OF THE SOFTWARE OR
Software, and any translations, compilations, partial copies and CLOUD HOSTING WILL BE UNINTERRUPTED OR
ERROR-FREE, OR THAT DEFECTS IN THE LICENSED
derivative works thereof) will be considered Confidential Information
PRODUCT WILL BE CORRECTED. FURTHERMORE,
belonging exclusively to Illuminate (or its designated third party ILLUMINATE DOES NOT WARRANT OR MAKE ANY
supplier), and Illuminate hereby acknowledges that Client Data will be REPRESENTATIONS REGARDING THE USE OR THE
considered Confidential Information belonging to Client. RESULTS OF THE USE OF THE SOFTWARE OR
(b). Covenant. To the extent permitted by law, Recipient hereby SERVICES IN TERMS OF CORRECTNESS, ACCURACY,
RELIABILITY, SECURITY OR OTHERWISE. CLIENT
agrees that during the Term and at all times thereafter it shall not (i)
AGREES THAT THE USE OF SOFTWARE AND SERVICES
disclose such Confidential Information of the Discloser to any person IS AT CLIENT’S OWN RISK. NO ORAL OR WRITTEN
or entity, except to its own personnel having a "need to know" (and who INFORMATION OR ADVICE GIVEN BY ILLUMINATE
themselves are bound by similar nondisclosure restrictions), and to such OR AN ILLUMINATE REPRESENTATIVE SHALL
other recipients as the Discloser may approve in writing; provided that CREATE A WARRANTY OR IN ANY WAY INCREASE
all such recipients shall have first executed a confidentiality agreement THE SCOPE OF ANY WARRANTY. SOME
JURISDICTIONS MAY NOT ALLOW THE EXCLUSION
in a form acceptable to Discloser; (ii) use Confidential Information of
OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE
the Discloser except to exercise its license rights or perform its EXCLUSION MAY NOT FULLY APPLY TO CLIENT.
obligations under this Agreement; or (iii) alter or remove from any
Confidential Information of the Discloser any proprietary legend. (b). Limited Non-Infringement Warranty. Illuminate warrants that it
Recipient shall use at least the same degree of care in safeguarding the has the right to license to Client the Software and Services as
Confidential Information of the Discloser as it uses in safeguarding its contemplated by this Agreement. Illuminate represents and warrants that
own confidential information of a similar nature, but in no event shall as of the date the Software and Services is first made available
less than due diligence and reasonable care be exercised. Upon the earlier hereunder, when properly used in accordance with the Documentation
of Discloser's written request or termination or expiration of this and this Agreement, will not misappropriate or infringe any third party’s
Agreement, and regardless of whether a dispute may exist, Recipient intellectual property rights recognized under any trade secret law, any
shall return or destroy (as instructed by Discloser) all Confidential U.S. copyright, or U.S. patent issued as of the Effective Date.
Information of Discloser in its possession or control and cease all further (c). Limited Privacy Warranty. Illuminate hereby recognizes that the
use thereof. Notwithstanding the foregoing, Recipient may disclose Client Data which Client provides to Illuminate may include personally
Discloser's Confidential Information to the extent that such disclosure is identifiable information of students. In order for Illuminate to carry out
necessary for the Recipient to enforce its rights under this Agreement or its obligations under this Agreement, it is necessary for Illuminate to use
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the Client Data. Illuminate agrees to use the Client Data, some of which agents harmless from and against any and all liabilities, claims, suits,
may contain personally identifiable information of students, only for the losses, damages, costs, fees and expenses (including reasonable
purpose of fulfilling its obligations under this Agreement. Illuminate attorneys’ fees) brought against or incurred by Client that solely arise
agrees all usage of Client Data shall be in compliance with the from or solely relate to: (i) a material breach by Illuminate of its
requirements of applicable privacy laws; provided however, Illuminate obligations or warranties (subject to the disclaimer provided for in
will bear no responsibility for non-compliance that arises, in whole or in Section 10) under the Agreement, or (ii) the negligence or intentional
part, from any acts or omissions of Client. Illuminate warrants that it has misconduct of Illuminate or any of its employees, contractors and
put in place reasonable and appropriate security, technical, and agents.
organizational measures to protect its usage of the Client Data against
13. Notices. Notices sent to either Party shall be effective when
accidental or unlawful destruction or accidental loss, alterations, and
delivered electronically or physically as follows: (i) In the case of
unauthorized use, disclosure, or access. Illuminate also warrants that it
Illuminate, notices shall be sent to the attention of: Illuminate Legal
shall not disclose to, permit the disclosure to, or provide access to the
Department at the address listed as Illuminate’s principal place of
Client Data to any third parties, except as is necessary for Illuminate to
business herein and or to Legal@illuminateed.net, and (ii) In the case
fulfill its obligations under this Agreement and under the law. In the
of Client to the recipient provided by Client at the commencement of
event the Client or any third party believes there has been a material
the Services and/or use of Software, or at the address listed on the Client
breach of this provision, Illuminate shall have a reasonable amount of
Order. Each Party may change its address for receipt of notice by giving
time, which will be a minimum of thirty (30) days from the date of
notice of such change to the other Party. Notwithstanding the foregoing
receiving written notice to cure any such alleged breach.
notice procedures, the Parties acknowledge that notices regarding the
11. Limitation of Liabilities. The Parties acknowledge that the ordinary usage of the Licensed Products and Services may be sent
following provisions have been negotiated by them and reflect a fair through the usual and customary means that the parties establish for
allocation of risk and form an essential basis of the bargain and shall such communications, including electronic communications.
survive and continue in full force and effect despite any failure of
14. Term. Unless earlier terminated pursuant to this Agreement, this
consideration or of an exclusive remedy:
Agreement shall be in effect pursuant to the dates set forth in the Client
ILLUMINATE SHALL NOT BE LIABLE TO CLIENT FOR Order and/or SOW (“Initial Term”), and thereafter may be mutually
ANY SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL renewed for additional one (1) year periods upon each anniversary of the
OR CONSEQUENTIAL DAMAGES; OR LOST PROFITS, commencement of the Initial Term (each subsequent period will be
LOST FUNDING, LOST SAVINGS, OR LOST OR known as a “Renewal Term” and together with the Initial Term, the
DAMAGED DATA; OR FOR CLAIMS OF A THIRD “Term”). The Renewal Term(s) will be invoiced at then-current rates;
PARTY; ARISING OUT OF THIS AGREEMENT, unless specified otherwise in the attached or a subsequent Client Order.
SOFTWARE, THIRD PARTY SOFTWARE, SUPPORT, Expiration or termination of one Client Order and/or SOW shall not
HOSTING, SERVICES, OR OTHER ITEMS PROVIDED, affect any other Client Order and/or SOW, unless the Term expires or
OR THE USE OR INABILITY TO USE ANY OF THE the Agreement as a whole is terminated under Section 15
FOREGOING, EVEN IF ILLUMINATE HAS BEEN (“Termination”).
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
OR THEY ARE FORESEEABLE. IN ANY EVENT, IN 15. Termination.
RESPECT OF ANY CLAIM, DEMAND OR ACTION (a). Termination for Breach. Illuminate shall have the right to
ARISING OUT OF THIS AGREEMENT, CLIENT SHALL immediately suspend performance under this Agreement in the event
BE LIMITED TO RECEIVING ACTUAL AND DIRECT that Client is in breach of any of its obligations under this Agreement. In
DAMAGES IN A MAXIMUM AGGREGATE AMOUNT addition, either party shall have the right to terminate this Agreement in
EQUAL TO THE CHARGES PAID BY CLIENT TO whole or in part upon thirty (30) days written notice to the other party,
ILLUMINATE HEREUNDER FOR THE APPLICABLE in the event the other party materially breaches this Agreement and fails
LICENSED PRODUCT, ITEM OR SERVICE ON WHICH to correct such breach within such thirty (30) day period; provided that
THE CLAIM IS BASED IN THE PREVIOUS TWELVE (12) Illuminate shall have the right to terminate this Agreement immediately
MONTHS. upon written notice in the event that Client breaches any of its
obligations under Section 9. Client further acknowledges that, as breach
12. Indemnification. of the provisions of Section 9 could result in irreparable injury to
(a). Client will defend, indemnify and hold Illuminate, its Affiliates, Illuminate, Illuminate shall have the right to seek equitable relief against
agents and content providers, and the directors, officers, shareholders, any actual or threatened breach thereof, without proving actual
employees, agents and representatives of each of the foregoing, damages.
harmless against and from any and all liabilities, claims, suits, losses, (b). Termination for Convenience. For multi-year Client Orders,
damages, costs, fees and expenses (including reasonable attorneys’ Client may terminate this Agreement for convenience as of the day
fees) brought against or incurred by Illuminate that arise from or relate before the earlier of the Client’s next immediate academic year or next
to: (i) any violation by Client and/or its authorized users of the immediate fiscal year (“Term End”); but only if Client notified
Agreement; (ii) any unauthorized download, modification or usage of Illuminate in writing of its desire to so terminate more than sixty (60)
Illuminate Materials; (iii) any breach of Client’s obligations or days prior to the Term End. If notice is not timely, Client shall not be
warranties under the Agreement; or (vi) the negligence or intentional entitled to any refund, credit or offset for any amounts paid or owed for
misconduct of Client, its employees or contractors, agents or the the period after the Term End.
authorized users.
(c). Termination or Suspension for Failure to Make Timely
(b). Subject to Section 11 (Limitation of Liabilities), Illuminate will Payment. Illuminate may, at its option, immediately terminate, or
defend, indemnify and hold Client, its officers, directors, employees and suspend its performance of, the Agreement with Client any time Client
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is more than ninety (90) days in arrears on its payment obligations to venue of state and federal courts located therein. In either case the U.N.
Illuminate. In the event of termination or suspension by Illuminate Convention on Contracts for the International Sale of Goods shall not
under this section, Customer’s access to the Licensed Products apply to this Agreement, and any claim against Illuminate must be
(including all Authorized Users whose right of access to the Licensed brought within one (1) year after it arose, or be barred.
Products is derived from Illuminate’s contractual relationship with (c). Compliance with Export Regulations. Client has or shall obtain in
Client) shall be discontinued without further notice. In the event of a a timely manner all necessary or appropriate licenses, permits or other
suspension of access to the Licensed Products, access may, at the sole governmental authorizations or approvals; to the extent permitted under
discretion of Illuminate, be restored when Client’s payment obligations the law, shall indemnify and hold Illuminate harmless from, and bear all
are brought current and Illuminate has received adequate assurances expense of, complying with all foreign or domestic laws, regulations or
that Client’s payment obligations to Illuminate shall remain current for requirements pertaining to the importation, exportation, or use of the
the remainder of the term of the Agreement. technology to be developed or provided herein. Client shall not directly
(d). Termination Due to Non-Appropriation or Change in or indirectly export or re-export (including by transmission) any
Funding. Client may terminate this Agreement due to the non- regulated technology to any country to which such activity is restricted
appropriation of funds by providing at least thirty (30) days written by regulation or statute, without the prior written consent, if required, of
notice prior to the Effective Date anniversary. Client will provide the administrator of export laws (e.g., in the U.S., the Bureau of Export
Illuminate documentation evidencing the non-appropriation of funds Administration of the U.S. Department of Commerce).
upon request. Illuminate may terminate the Agreement at the close of
the then academic year, if the payments to which Illuminate is entitled (d). Construction. Except as otherwise provided herein, the Parties
rights and remedies under this Agreement are cumulative. The term
under a Client Order or SOW are materially reduced as a result of a
"including" means "including without limitation."
change in funding provided to the Client or applicable laws or
regulations that impose requirements that are materially different from (e). Force Majeure. Except for the obligation to make payments, neither
those previously provided under the Client Order or SOW, and party will be liable for any failure or delay in its performance under this
Illuminate is unwilling or unable to make the required changes. Agreement due to any cause beyond its reasonable control, including acts
(e). Survival. Upon termination or expiration of this Agreement for of war or terrorism, acts of God, earthquake, flood, pandemic, embargo,
any reason: (i) all rights and obligations of both Parties (except for labor shortage, governmental act or failure of the Internet (not resulting
Client's payment of all Fees then owing), including all licenses granted from the actions or inactions of Illuminate); provided that the delayed
hereunder, shall immediately terminate except as provided below; (ii) party (i) gives the other party prompt notice of such cause, (ii) uses its
Illuminate will work with Client regarding the disposition of Client reasonable commercial efforts to promptly correct such failure or delay
Data, and within thirty (30) days after the effective date of termination, in performance, and (iii) not be considered in breach during the duration
Client shall return or destroy, at Illuminate’s sole discretion, all of the Force Majeure Event. In the event a Force Majeure Event
Confidential Information of Illuminate, , as set forth in Section 9 continues for a period of ninety (90) calendar days, Client or Illuminate
("Confidential Information"); (iii) Client shall not utilize or provide may elect to terminate the Agreement upon notice to the other Party.
access to assessments created during the Term; and (iv) Client is (f). Severable. Any provision hereof found by a tribunal of competent
responsible for transferring any data to its own or a third party’s hosted jurisdiction to be illegal or unenforceable shall be automatically
environment. The following Sections and Subsections will survive conformed to the minimum requirements of law and all other provisions
expiration or termination of this Agreement for any reason: Section 4 shall remain in full force and effect. Without limiting the generality of
("Reservation of Rights"), Section 9 ("Confidential Information"), the foregoing, Client agrees that the section titled Limitation of
Section 10 ("Disclaimers"), Section 11 ("Limitation of Liabilities"), Liabilities will remain in effect notwithstanding the enforceability of any
Section 15(e) ("Survival"), and Section 16 ("General Provisions"). other provision herein.
Prior to termination and during the Term, Client shall have the ability to
access and download its data at Client’s convenience. Upon termination, (g). Waiver. Waiver of any provision hereof in one instance shall not
as long as Client is not in breach, if requested, Illuminate shall make a preclude enforcement thereof on future occasions. Nothing herein shall
final backup of Client data and provide the backup media to Client at be interpreted as a waiver of Client’s governmental immunity for
Illuminate’s then-current rates in a readily usable form in accordance individual employees, if any, as provided for by state law.
with industry standards.
(h). Counterparts; Facsimile Signature. Illuminate requires Client’s
16. General Provisions. execution of select Client Orders and/or SOWs, all of which are
incorporated into this Agreement, and may be executed in multiple
(a). Assignment. Client may not assign this Agreement to any third party
counterparts, each of which shall be deemed an original, but all of which
without Illuminate’s prior written consent. Any assignment in violation
together shall constitute one and the same instrument. If any Client
of this section shall be void. The terms of this Agreement shall be
Order and/or SOW is executed in counterparts, no signatory hereto shall
binding upon permitted assignees.
be bound until both the Parties named below have duly executed or
(b). Choice of Law. If the Client is a governmental entity of one of the United caused to be duly executed a counterpart of said Client Order and/or
States, this Agreement and any action related thereto shall be governed SOW. A signature received by either Party by facsimile or email is
by and construed in accordance with the laws of that State, without binding upon (the other Party) as an original.
regard to conflicts of law principles, and if not, then by and with the
laws of the State of California, without regard to conflicts of law (i). Client Authorization; Enforceability. Client represents and
principles. In the latter case the Parties agree to be subject to the warrants that (i) it has obtained all necessary authorizations to enter into
exclusive jurisdiction, and venue shall reside, in the state and federal this Agreement and all related SOWs, (ii) the person signing and/or
courts located in Orange County, California for the purpose of consenting on behalf of Client is a duly authorized representative of the
adjudicating any dispute relating to or arising out of this Agreement, Client, and (iii) this Agreement is a duly authorized binding and
and further irrevocably consent to exclusive personal jurisdiction and enforceable obligation of Client.
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(j). No Third-Party Rights. This Agreement is made for the sole the attached Client Order, subsequent Client Order(s) (if applicable),
benefit of the parties. Except as otherwise expressly provided, nothing Illuminate’s SOWs (if applicable), and Client’s purchase order
in this Agreement shall create or be deemed to create a relationship (excluding any terms or conditions therein that conflict with a Client
among the parties or any of them, and any third party, including a Order, SOW or this Agreement) incorporated by reference constitute the
relationship in the nature of a third-party beneficiary or fiduciary. entire Agreement between the Parties with respect to the subject matter
hereof and supersede all other communications, whether written or oral.
(k). Independent Contractors. Client's relationship to Illuminate is that Any terms or conditions in Client’s purchase order, data agreement or
of an independent contractor, and neither Party is an agent or partner of other document do not form a part of this Agreement and are not binding
the other. Client will not have and shall not represent to any third party on Illuminate, unless expressly agreed in a writing signed by both
that it has any authority to act on behalf of Illuminate. Parties. This Agreement may be amended only by a written document
signed by both Parties. The headings of sections of this Agreement are
(l). Entire Agreement. This Agreement, Illuminate’s Privacy Policy,
for reference purposes only and have no substantive effect.
I hereby affirm that I am authorized to execute this Agreement and commit to the obligations set forth herein, including but not limited to, remit
payment for all Licensed Products and/or Services procured.
ILLUMINATE EDUCATION, INC. CLIENT: ____________________________________________
By: ______________________________________________ By: ________________________________________________
Authorized Signature Authorized Signature
Scott Virkler
Name: ____________________________________________ Name: ______________________________________________
COO
Title: _____________________________________________ Title: _______________________________________________
6/13/2022
Date: _____________________________________________ Date: _______________________________________________
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\
Master Subscription Licenses & Services
Agreement Addendum
The Parties hereby agree to amend the attached Master Subscription Licenses & Services
Agreement (v.050122) in accordance with the terms set forth herein.
Section 12 “Indemnification” is hereby omitted.
Section 16(b) “General Provisions – Choice of Law” is hereby amended with the deletion of the
provision in its entirety and replaced with the following language:
If the Client is a governmental entity of one of the United States, this Agreement and any
action related thereto shall be governed by and construed in accordance with the laws of
that State, without regard to conflicts of law principles, and if not, then by and with the
laws of the State of Georgia, without regard to conflicts of law principles. In the latter case
the Parties agree to be subject to the exclusive jurisdiction, and venue shall reside, in the
state and federal courts located in DeKalb County, Georgia for the purpose of adjudicating
any dispute relating to or arising out of this Agreement, and further irrevocably consent to
exclusive personal jurisdiction and venue of state and federal courts located therein. In
either case the U.N. Convention on Contracts for the International Sale of Goods shall not
apply to this Agreement, and any claim against Illuminate must be brought within one (1)
year after it arose, or be barred.
I hereby affirm that I am authorized to execute this Agreement and commit to the obligations set forth herein, including but not
limited to, remit payment for all Licensed Products and/or Services procured.
ILLUMINATE EDUCATION, INC. CLIENT: ________________________________
By: ____________________________________ By: _____________________________________
Authorized Signature Authorized Signature
Scott Virkler
Name: __________________________________ Name: __________________________________
Title: ___________________________________
COO Title: ___________________________________
Date: ___________________________________
6/13/2022 Date: ___________________________________
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