We’ve aimed to keep these documents as readable as possible, but in some cases for legal reasons, some of the language is necessarily “legalese”. By using the AllCampus Workplace Education Platform and our Services, you are agreeing to these terms.
We update these terms from time to time. If you have an active Agreement with AllCampus, we will let your organization know when we update the terms by email notification to the current point of contact at your organization.
1. Agreement Parties
This Agreement is between Client (noted in the “Client and Service details” section of the “Service Agreement”), and AllCampus PB LLC (“AllCampus”). The Service Agreement and these Terms and Conditions together constitute the Agreement between the parties.
2. Purpose
The Client wishes to provide educational benefits to its employees, facilitated by AllCampus through the AC Workplace Education Platform. This includes educational programs from various schools and colleges, and support services for employees.
3. Platform Description
The AC Workplace Education Platform assists employers in enhancing their education benefits. It includes a portal for employees to explore and compare educational programs, receive support, and allows the Client to manage and report on these benefits.
4. Network and Program Changes
AllCampus maintains a network of educational providers (“Learning Providers”) offering various programs. These Learning Providers are made up of colleges and universities that provide preferred tuition discounts and scholarships to Clients and their employees. The availability of these schools as Learning Providers and their degree or certificate programs (“Learning Provider Programs”), and any special tuition rates, discounts, or scholarships, are subject to change.
5. Agreement and Consideration
In recognition of mutual promises and other valuable considerations, the terms outlined in this Agreement are agreed upon by both parties.
6. Sole Provider Appointment.
Client appoints AllCampus as the sole provider of Education Platforms and education benefit advisory services.
7. Exclusivity and Non-compete
From the Effective Date, until the expiration or termination of this Agreement, Client shall not directly contract or work with any third party benefits administrator, advisor, or education institution to provide any workplace education or education benefit services except through AllCampus. Client agrees that any breach of the provisions of this Section 1(b) (the “Non-Compete Obligations”) may cause immediate and irreparable harm to AllCampus, for which money damages may not constitute an adequate remedy, and, accordingly, AllCampus shall be entitled to receive injunctive relief in respect thereof, in addition to any damages and other remedies available under applicable law. This provision allows for preexisting school relationships and preexisting tuition reimbursement management vendor agreements to continue as agreed upon between Client and AllCampus.
8. Client and Employee Access
During the term of this Agreement, AllCampus shall provide access to the Workplace Education Platform and the Learning Provider Network to Client and Client’s employees.
9. Admission; Tuition Discounts, Tuition Payments
Participation by Client’s employees in any Learning Provider Program is subject to each such individual employee applying to and being accepted by said Learning Provider. The employee must meet the same enrollment criteria as any other prospective student for said Learning Provider Program. Employees who apply to, are accepted by, enroll in and attend a Learning Provider Program will receive the then-prevailing tuition discount on the then-prevailing tuition rates applicable to that specific Learning Provider Program, all as determined by the Learning Provider and as reflected in the AC Workplace Education Platform. Employees who are pre-existing or current students in a Learning Provider Program prior to the execution of this Agreement will not receive any credit, repayment, reprobation or refund of any money previously paid or due for any class taken before or pending on the effective date of this Agreement. Employees may be eligible to receive the tuition benefits on any new classes taken on a go forward basis.
10. Termination
Either Party can end the Agreement if 1)The other Party materially breaches the Agreement and fails to correct the breach within thirty (30) days after written notice from the other Party; 2) The other Party has commenced a proceeding of bankruptcy, receivership, dissolution, or similar proceeding that is not dismissed or stayed within 60 days of the filing, or if the Party becomes insolvent or seeks to dissolve; 3) by giving written notice to the other Party if they become a party to litigation or have received a final determination by a regulatory body that concludes that this Agreement is impermissible or violate applicable law, rule or regulation. Both Parties agree to act reasonably and in good faith toward mutually agreed upon new or revised terms which would be legally permissible.
11. Indemnification.
Each Party (the “Indemnifying Party”) will indemnify, defend and hold harmless the other Party, its affiliates and subsidiaries and its and their respective directors, officers, employees and agents (collectively, the “Indemnified Party”) from and against any and all third-party claims, suits, actions, loss, cost, damage, liability, or other expense (collectively, “Losses”) resulting from the actual or alleged breach of any obligation, representation or warranty of the Indemnifying Party under this Agreement, or the actual or alleged grossly negligent or wrongful acts or omissions of the Indemnifying Party or the Indemnifying Party’s directors, officers, employees, or agents taken in connection with this Agreement, provided that the Indemnified Party will give the Indemnifying Party prompt written notice of any claim for indemnification hereunder and provided further that the Indemnified Party will permit the Indemnifying Party to control the defense or settlement of any such claim or cause of action (utilizing counsel reasonably satisfactory to the Indemnified Party). In addition to the foregoing, and subject to the preceding proviso: (a) AllCampus, as the Indemnifying Party, will indemnify, defend and hold Client, its affiliates and its and their respective directors, officers, and employees agents, as the Indemnified Parties, from and against any and all Losses resulting from (i) a final, non-appealable judgment of a court of competent jurisdiction that AllCampus’s performance of any aspect of this Agreement, violates applicable law, (ii) any security breach of any AC Workplace Education Platform, AC Learning Providers, Learning Provider Program, or AC Learning Provider Network in which case any Client or Personnel information is accessed or disclosed without authorization, or (iii) any actual or alleged infringement by AllCampus or any AC Workplace Education Platform, AC Learning Provider Program, or AC Learning Partner Network of any United States patent or any copyright or misappropriation of any trade secret; and (b) Client, as the Indemnifying Party, will indemnify, defend and hold AllCampus, its affiliates and its and their respective directors, officers, and employees agents, as the Indemnified Parties, from and against any and all Losses resulting from (i) a final, non-appealable judgment of a court of competent jurisdiction that Client’s performance of any aspect of this Agreement violates applicable law, or (ii) any actual or alleged infringement by the Client of any United States patent or any copyright or misappropriation of any trade secret. The Indemnified Party will provide full information and reasonable assistance to the Indemnifying Party as required to settle or defend any such claim. The Indemnifying Party will permit the Indemnified Party to monitor any defense or settlement conducted by the Indemnifying Party and the Indemnifying Party will not settle any such claim without the Indemnified Party’s prior written approval (not to be unreasonably withheld in light of the nature of the claim) provided, however, that any such settlement includes a full and unconditional release of the Indemnified Party by the claimant.
12. Limitation of Liability.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOSS OF REVENUE, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY SOW OR FROM ANY ASPECT OF THE RELATIONSHIP DESCRIBED HEREIN. THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTY’S (A) INDEMNIFICATION OBLIGATIONS HEREUNDER; (B) LIABILITY FOR ANY BREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER; (D) LIABILITY FOR ITS INFRINGEMENT OR MISAPPROPRIATION OF ANY PROPRIETARY RIGHTS OF THE OTHER PARTY; (E) IN RESPECT OF CLIENT, LIABILITY FOR ANY BREACH OF ITS NON-COMPETE OBLIGATIONS HEREUNDER; OR (F) LIABILITY FOR THE PARTY’S GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT.
13. Confidentiality.
a. The Parties acknowledge and agree that the terms of this Agreement and all information provided to or in connection with either Party’s performance under this Agreement will be considered confidential and proprietary information (the “Confidential Information”) and will not, except as expressly permitted hereunder, be disclosed to any third-party, without the prior written consent of the Party providing the Confidential Information (the “Disclosing Party”). Confidential Information will include, but is not limited to: (i) the terms of this Agreement; (ii) marketing strategies and targeting methods; (iii) business objectives and strategies; and (iv) techniques and technical, developmental, cost and processing information.
b. A Party receiving such Confidential Information (the “Receiving Party”) will use the Confidential Information only for the purpose of performing the terms of this Agreement or as otherwise permitted hereunder. A Receiving Party will ensure that only its employees, authorized agents, or subcontractors who need to know Confidential Information to perform obligations provided for under this Agreement will receive Confidential Information and that such persons agree to treat such information as confidential as provided herein. The Parties will exercise the same degree of care in safeguarding and protecting the confidentiality of the Disclosing Party’s Confidential Information that the Receiving Party exercises with respect to its own Confidential Information, but in no event less than a reasonable degree of care.
c. The obligations hereunder with respect to Confidential Information of the other Party will not apply to Confidential Information that: (i) either Party or its personnel already know at the time it is disclosed as shown by their written records and which is not otherwise subject to an independent obligation of confidentiality with respect thereto; (ii) is or becomes publicly known without breach of this Agreement; (iii) either Party lawfully receives from a third-party authorized to disclose it without restriction; (iv) either Party, its agents or subcontractors, develops independently without use of Confidential Information; or (v) which a Receiving Party is required by law, regulation, subpoena or similar process, or by court or governmental agency order to disclose, in which case the Receiving Party will, prior to any disclosure of such requested information, (to the extent not legally prohibited from so doing) give prompt written notice to the Disclosing Party, in order to allow the Disclosing Party to seek a protective order or similar remedy prior to the Receiving Party’s disclosure of such information. In the event that such protective order or other remedy is not obtained, or a Disclosing Party waives compliance with this Section 9(c), the Receiving Party will furnish only that portion of the other’s Confidential Information which it is advised by counsel is legally required and, and if so requested by the Disclosing Party, will, at the expense of the Disclosing Party, exercise reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to such Information.
d. Each Receiving Party agrees that any unauthorized use or disclosure of the other’s Confidential Information may cause immediate and irreparable harm to the Disclosing Party for which money damages may not constitute an adequate remedy. In that event, each Party agrees that injunctive relief may be warranted in addition to any other remedies the Disclosing Party may have. In addition, the Receiving Party agrees promptly to advise the Disclosing Party in writing of any misappropriation, or unauthorized disclosure or use by any person of the Confidential Information which may come to its attention and to take, at its own expense, all steps reasonably requested by the Disclosing Party to limit, stop or otherwise remedy such misappropriation, disclosure or use.
e. Upon either Party’s demand, or upon the termination of this Agreement, the Parties will comply with each other’s reasonable instructions regarding the disposition of Confidential Information which may include return of any and all Confidential Information (including any copies or reproductions thereof) and to destroy any materials produced or created by the Receiving Party based upon or incorporating such Confidential Information. Such compliance will be certified in writing, including a statement that no copies of Confidential Information have been kept (except as may be legally required).
f. If AllCampus becomes aware of any security breaches or unauthorized access to sensitive information, AllCampus agrees to immediately notify Client in writing. Such notification shall include detailed information regarding the nature of the breach, the affected systems or data, and any remedial actions taken or planned. Client shall have the right, upon reasonable notice and during regular business hours, to conduct audits of AllCampus’s systems, processes, and procedures related to data security and privacy. These audits may include, but are not limited to, reviewing controls, policies, compliance with applicable laws, and documentation pertaining to security measures in place.
14. General Provisions.
g. Amendments and Assignment. The Agreement may be amended, supplemented or modified only by written instrument duly executed by Client and AllCampus. Neither Party will assign this Agreement without the written consent of the other Party, which will not be unreasonably withheld; provided however, either Party may assign this Agreement without the consent of, but with notice to, the other Party, in the event of an internal reorganization or a merger, acquisition or sale of all or substantially all of such Party’ assets or the Party’s business to which this Agreement relates; provided, either Party may terminate this Agreement immediately if the other Party assigns this Agreement to a competitor of the Party seeking to terminate.
h. Independent Contractors. AllCampus and Client are independent contractors of one another. No provision herein will be construed to constitute either Party as the agent, joint venturer, servant, employee or partner of the other and no Party hereto will make any representations (written or otherwise) that implies or suggests that any such relationship exists. Each Party is responsible for the payment of compensation to its own employees as well as taxes, insurance premiums, and other business expenses related to its performance under this Agreement.
i. Each Party grants to the other Party during the term of this Agreement a non-exclusive, non-transferable, irrevocable, royalty free, worldwide, right and license to store, use, reproduce, distribute, display and transmit its intellectual property, service marks, trademarks, and other such intellectual property rights (the “IP”) solely to the extent necessary to carry out the provisions of this Agreement. Each party acknowledges and agrees that: (i) it will use the other party’s IP solely in the manner contemplated herein; (ii) it shall observe the other party’s instructions with regard to the use of the other party’s IP; (iii) the other party’s IP is and shall remain the sole property of the other party; (iv) nothing in this Agreement shall confer any right, title or interest in the other party’s IP other than the right to use the IP in accordance with this Agreement; and (v) neither party shall now or in the future contest the other party’s valid ownership of the other party’s IP or do anything inconsistent with such ownership. Both parties agree not to register or attempt to register the other party’s IP as a trademark, service mark, Internet domain name, trade name, or any similar trademarks or name, with any domestic or foreign governmental or quasi-governmental authority which would be likely to cause confusion with the other party’s IP.
j. Entire Agreement. The Agreement (including the Order Form) constitutes the complete and entire statement of the terms and conditions between the Parties and supersedes all previous and contemporaneous agreements, proposals and communications, written or oral, with respect to the subject matter of this Agreement. No amendment to or modifications of this Agreement will be effective unless such amendment or modification is in writing and properly executed by both Parties.
l. Counterparts/Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail or other electronic medium shall have the same force and effect as an original signature. .
Survival. In the event of the termination or expiration of this Agreement, the provisions of this Agreement that by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, Sections 1(b), 6, 7, 8, and 9 hereof, will remain in effect beyond such termination or expiration until fulfilled.
m. Governing Law/Waiver of Jury. The Agreement will be governed by the laws of the State of Delaware, without regard to the conflicts of law principles of such State. Any action relating to this Agreement must be brought in the federal or state courts located in Delaware and both Parties irrevocably consent to the jurisdiction of such courts.
n. Disputes. In the event of a dispute between the Parties as to this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys’ fees and reasonable costs from the non-prevailing Party.
o. Waiver, Severability, Amendment, Headings. The waiver by either Party of a breach of or right under this Agreement will not constitute a waiver of any other or subsequent breach or right. The waiver of one breach or default under this Agreement will not constitute the waiver of any subsequent breach or default. All waivers must be in writing. If any provision of this Agreement will be held by a court of competent jurisdiction to be contrary to law, that provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions will remain in full force and effect. The headings in this Agreement are included for convenience of reference and will not affect or be considered in the interpretation or construction of any provision of this Agreement.
p. Rights of Third Parties. Nothing herein will be construed to be to the benefit of or enforceable by any person or entity other than the Parties hereto.
q. Publicity. Each Party will submit to the other Party, for its prior written approval, which will not be unreasonably withheld, any press release or any other public statement regarding the relationship contemplated hereunder;. Notwithstanding the foregoing: (i) either Party may issue disclosures as required by law or as reasonably advised by legal counsel without the consent of the other Party, and in such event, the disclosing Party will provide at least five (5) business days prior written notice of such disclosure; and (ii) Client agrees that AllCampus may, in connection with any marketing materials, and presentations: (A) identify Client as a client and describe the services provided hereunder and/or (B) display or incorporate some or all of the elements of Client Marks in such documentation
r. Representation by Counsel. Each Party to this Agreement has been represented by counsel in preparing and negotiating this Agreement.