Updated as of November 20, 2023
Plus Delta Partners Terms and Conditions of Purchase
These Plus Delta Partners Terms and Conditions of Purchase (“Terms and Conditions”) govern a Client’s purchase, acquisition and use of Services (as defined below) provided by Copper Reef Enterprises dba Plus Delta Partners (“Plus Delta”), a California corporation with an address of 6965 El Camino Real, Suite #105-488, Carlsbad, California 92009. By completing Plus Delta’s online subscription process or by executing a written agreement, order form, statement of work, addendum, amendment or other document that references these Terms and Conditions (each, a “SOW”) or by receiving, using or accessing any Services, the person or entity named in such SOW (the “Client”) agrees to these Terms and Conditions.
As used herein, a SOW and these Terms and Conditions are collectively referred to as the “Agreement”. Unless otherwise set forth in these Terms and Conditions, capitalized terms used but not defined herein shall have the meanings given to such terms in the applicable SOW. Each of Plus Delta and Client may be referred to in these Terms and Conditions individually as a “Party” and collectively, as the “Parties”.
Article I of these Terms and Conditions sets forth the general provisions applicable to all Services. Article II of this Agreement sets forth the provisions applicable only to the AGYL Services (as defined below).
ARTICLE I. GENERAL TERMS AND CONDITIONS APPLICABLE TO ALL SERVICES
1. Services. Plus Delta shall provide the services described in an applicable SOW (the “Services”). All Services shall be performed by Plus Delta in accordance with the Agreement.
2.1 In consideration of the provision of the Services by Plus Delta and the rights granted to Client under the Agreement, Client shall pay the fees and travel expenses set out in an applicable SOW (collectively, “Fees”), on the invoice schedule set forth therein. Unless otherwise provided in the applicable SOW, all payments to Plus Delta shall be payable within fifteen (15) days of receipt of invoice by the Client.
2.2 Except for amounts that Client has successfully disputed, all late payments shall bear interest at the lesser of (a) the rate of 1% per month and (b) the highest rate permissible under applicable law, calculated daily and compounded monthly. Client shall also reimburse Plus Delta for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under the Agreement or at law (which Plus Delta does not waive by the exercise of any rights hereunder), Plus Delta shall be entitled to suspend the provision of any Services if the Client fails to pay any amounts when due and such failure continues for thirty (30) days following written notice thereof.
3. Taxes. Unless a valid tax exemption certificate authorized by the appropriate taxing authority is provided annually to Plus Delta, Client shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Client hereunder (collectively, “Taxes”). To the extent Plus Delta is required to pay any such Taxes, Client shall reimburse Plus Delta in connection with its payment of fees and expenses as set forth in Article I, Section 2 above. Notwithstanding anything to the contrary herein, in no event shall Client pay or be responsible for any taxes imposed on, or regarding, Plus Delta's income, revenues, gross receipts, personnel, or real or personal property or other assets.
4. Independent Contractor Relationship. Plus Delta is an independent contractor and not an employee of Client. Nothing in the Agreement is intended to, or should be construed to, create a partnership, agency, joint venture, or employment relationship.
5. Warranty and Limitations.
5.1 Plus Delta warrants that it shall perform the Services:
(a) in accordance with and subject to the terms and conditions of the Agreement;
(b) using personnel of commercially reasonable and required skill, experience, and qualifications; and
(c) in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.
5.2 Plus Delta's sole and exclusive liability and Client's sole and exclusive remedy for breach of this warranty shall be as follows:
(a) Plus Delta shall use reasonable commercial efforts to promptly cure any such breach; provided, that if Plus Delta cannot cure such breach within a reasonable time after Client's written notice of such breach, Client may, at its option, terminate the Agreement by serving written notice of termination in accordance with the notice provisions contained herein.
(b) In the event the Agreement is terminated pursuant to Section 5.2(a) above, Plus Delta shall within thirty (30) days after the effective date of termination, refund to Client any fees paid by the Client as of the date of termination for the Services, less a deduction equal to the fees for receipt or use of the Services up to and including the date of termination on a pro-rated basis.
(c) The foregoing remedy shall not be available unless Client provides written notice of such breach within thirty (30) days after delivery of the Services to Client.
5.3 PLUS DELTA MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN SECTION 5.1, ABOVE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.
6. Data Protection
6.2 Data Transfer. Client acknowledges and agrees that Plus Delta and its Sub-Processors may access and Process Personal Data on a global basis and that Plus Delta and its Affiliates may transfer data (including Personal Data of Participants) to the United States in connection with providing the Services. To the extent Plus Delta processes Personal Data from the European Economic Area, the United Kingdom and/or Switzerland or Personal Data that is subject to the protection of European Data Protection Laws, the applicable Standard Contractual Clauses will apply, as set out in the DPA. With respect to the foregoing, Client or its Affiliates, as applicable, is the Controller of Personal Data Processed pursuant to the Services and Plus Delta is the Processor.
6.3 Third Parties. Plus Delta may disclose Personal Data to Third Parties only if Plus Delta: (a) is party to a merger, acquisition, or divestiture; (b) contracts with a Third Party to provide certain services on behalf of Plus Delta or its Affiliate; or (c) is required to disclose Personal Data to comply with any legal obligation. Under (a) and (b) above, Plus Delta shall contractually require such Third Party to provide the same level of protection for Personal Data required under these Terms and Conditions and any applicable data protection laws.
6.4 Data Breach. Plus Delta shall: (a) notify Client of any unauthorized access to or misuse of Personal Data (a “Data Breach”) within forty-eight (48) hours after discovery of the Data Breach; and (b) not notify any Third Parties of the involvement of Client’s Personal Data in the Data Breach without Client’s prior permission, not to be unreasonably withheld. Plus Delta shall immediately investigate and take appropriate remedial actions to mitigate the effects of the Data Breach in accordance with applicable laws, regulations, and industry standards. Upon request, Plus Delta shall provide Client with a summary report of its investigation and remediation activities.
7. Ownership and Licenses.
7.1 Client has, owns and shall have and own all right, title and interest in and to any data, information or materials it provides to Plus Delta to enable Plus Delta to perform the Services.
7.2 Client is and shall be, the sole and exclusive owner of all right, title and interest in and to the tangible final version of the copyrightable works specifically identified in an applicable SOW as a Deliverable (collectively, the “Deliverables”), including, all patents, copyrights, trademarks, trade secrets and other intellectual property rights (collectively “Intellectual Property Rights”) contained in such Deliverables.
7.3 Notwithstanding the foregoing, Deliverables shall not include Agyl Services, or Plus Delta’s templates, formulas, engagement processes, frameworks, tools, curriculum, training binders, reports, presentations, scripts, and any other materials, as well as all of Plus Delta’s ideas, concepts, techniques, methodologies, and know-how reflected in any of the foregoing, or that are used in performing the Services, as well as all improvements, modifications, and derivative works thereto (collectively, “Tools”).
7.4 Plus Delta and its affiliates retain all Intellectual Property Rights and all other proprietary rights related to the Services and the Tools (including without limitation, Agyl Services). Client agrees that all of the foregoing are provided on a non-exclusive basis and that no transfer of ownership of Intellectual Property Rights will occur.
7.5 Plus Delta grants to Client on behalf of each individual Client participant and each Authorized User (as defined below in Article II, Section 1.1) a limited, royalty-free, paid-up, non-exclusive, non-transferable, non-sublicensable, license to use those Agyl Services (if purchased in an SOW) and copyrighted works identified as “Tools” in the applicable SOW within Client’s enterprise only and solely for Client’s internal fundraising purposes. Client and individual Client participants and Authorized Users shall not copy, repurpose, or make derivative works of, in any form, any such Tools; provided however, (i) to the extent that such Tool is a template designed for the insertion of Client specific information, such information may be inserted and (ii) individual participants may use Tools with other individuals employed by Client, provided such use is for internal fundraising collaboration purposes and not for fundraising training purposes.
7.6 Client acknowledges that as part of the Services, Plus Delta may provide a limited number of copies of its program reference materials or training workbooks (each of which are considered Tools) to Client solely for use during Services by a specific number of Client employees or contractors. Such program reference materials or training workbooks may not be used by Client or by its employees or contractors for use at any other time, including any training. Additional or replacement materials and behavioral profiles are available at cost in limited numbers and upon both parties’ agreement. In addition, any recording, rebroadcast, reproduction or other use of workshop content, or virtual or telephonic meetings without the express written consent of Plus Delta is strictly prohibited.
8.1 Confidential Information. “Confidential Information” means any business or technical information disclosed by either party to the other that is designated as confidential at the time of disclosure or that, under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary. Without limiting the foregoing, all non-public elements of the Services are Plus Delta Confidential Information. Confidential Information will not include information that the receiving party can demonstrate (i) is or becomes publicly known through no fault of the receiving party, (ii) is, when it is supplied, already known to whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others, (iii) is independently obtained by whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others or (iv) was independently developed by the receiving party without use of or reference to the Confidential Information.
8.2 Confidentiality. A receiving party will not use the disclosing party’s Confidential Information except as permitted under these Terms and Conditions or to enforce its rights under these Terms and Conditions and will not disclose such Confidential Information to any third party except to those of its employees and/or subcontractors who have a bona fide need to know such Confidential Information for the performance or enforcement of the Services described herein. Each receiving party will protect the disclosing party’s Confidential Information from unauthorized use and disclosure using efforts equivalent to those that the receiving party ordinarily uses with respect to its own Confidential Information of similar nature and in no event using less than a reasonable standard of care; provided, however, that a party may disclose such Confidential Information as required by applicable laws, subject to the party required to make such disclosure giving reasonable notice to the other party to enable it to contest such order or requirement or limit the scope of such request.
9.1 Client Indemnification. Client will indemnify and hold Plus Delta, its affiliates, and their respective directors, officers, employees, contractors, and agents (“Plus Delta Representatives”) harmless from any and all damages, claims, actions, liability and expenses (including costs of judgments, settlements, court costs, and attorney’s fees), regardless of the outcome of such claims or actions, arising out of or relating in any way to any allegedly negligent or wrongful act or omission of the Client or its directors, officers, employees, contractors and agents (collectively, “Client Representatives”) or any failure to perform any obligation undertaken by the Client Representatives hereunder. Upon notice from Plus Delta, the Client will promptly resist and defend at its own expense, with legal counsel reasonably satisfactory to Plus Delta, any such claims or actions.
9.2 Plus Delta Indemnification.
(a) Plus Delta will indemnify and hold Client Representatives from any and all damages, claims, actions, liability, and expenses (including costs of judgments, settlements, court costs, and attorney’s fees) (collectively, “Claims”), regardless of the outcome of such Claims, arising out of or relating in any way to any allegedly negligent or wrongful act or omission of any Plus Delta Representatives or any failure to perform any obligation undertaken by any Plus Delta Representatives hereunder. Upon notice from the Client of a Claim, Plus Delta will promptly resist and defend at its own expense, with legal counsel reasonably satisfactory to the Client, any such Claims.
(b) Notwithstanding the foregoing, in the event of a third party claim against Client asserting that Client’s use of the Services, or any part thereof, infringes upon or violates any U.S. patent, copyright, trade secret, or other proprietary right, or if in Plus Delta’s opinion the Services, or any part thereof, is likely to become the subject of such a claim of infringement, Plus Delta will, at its option and its expense, and as Client’s exclusive remedy: (i) procure for the Client the right to continue using the applicable Services; (ii) replace or modify the same so that it becomes non-infringing (such modification or replacement shall be functionally equivalent in all material respects to the original); or (iii) if neither (i) nor (ii) is practicable, refund any prepaid Fees, on a pro-rated basis.
(c) Notwithstanding the foregoing, Plus Delta will not indemnify Client to the extent that the claim arises because Client altered the Services, or any part thereof, or used the Service (or any component or feature thereof) outside the intended scope of use. In addition, Plus Delta will not indemnify Client to the extent that an infringement claim is based upon (i) any information, design, specification, instruction, software, data, or material not furnished by Plus Delta, or (ii) any services or software from a third party portal or other external source that is accessible to Client within or from the Services (e.g., a third-party Web page accessed via a hyperlink) or (iii) based upon the combination of any Services with any products or services not provided by Plus Delta. This section provides Client’s exclusive remedy for any infringement claims or damages.
9.3 Notice. The obligation of the indemnifying party hereunder shall apply only if the indemnified party provides prompt notification upon receipt of notice of any claim or suit, permits the indemnifying party and its attorneys and personnel to handle and control the defense of such claims or suits, including pretrial, trial or settlement, and the indemnified party fully cooperates and assists in such defense. The indemnified party further agrees that if it settles or compromises any such claim or suit without the prior written consent of the indemnifying party, the indemnified party forfeits its right of indemnification.
9.4 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW AND EXCLUDING LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM GROSS NEGLIGENCE OF PLUS DELTA, OR FRAUD, THE MAXIMUM LIABILITY OF PLUS DELTA ARISING OUT OF OR FROM THE PROVISION OF SERVICES WHETHER BASED UPON WARRANTY, CONTRACT, TORT OR OTHERWISE, EVEN IF PLUS DELTA HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES, SHALL NOT EXCEED THE ACTUAL PAYMENT MADE BY CLIENT FOR THE APPLICABLE SERVICES, AND THE MAXIMUM LIABILITY OF PLUS DELTA ARISING OUT OF THE USE OF ANY SUCH SERVICES SHALL NOT EXCEED THE ACTUAL PAYMENT OF FEES FOR THE SAME IN THE CALENDAR YEAR IN WHICH THE CLAIM AROSE.
10.1 Entire Agreement. The Agreement supersedes all earlier agreements between the parties and contains the final and entire agreement between the parties with respect to the subject matter hereof. The parties shall not be bound by any terms, conditions, statements, or representations, oral or written, not herein contained, unless contained in a written executed amendment or addendum to the Agreement signed by all parties.
10.2 Amendment. Plus Delta can in writing modify, add, remove, or otherwise change any portion of the Agreement at any time in its reasonable discretion, provided such modifications, additions, removals, or changes do not materially reduce the rights accorded to the Client in the applicable document prior to such changes. Except as otherwise expressly provided in these Terms and Conditions, the changes will become effective and will be deemed to have been accepted by Client upon the public posting of such changes to the online versions of the foregoing documents.
10.3 Severability. Should any provision(s) of the Agreement be invalid, unlawful, or unenforceable, this shall not affect the validity of any other provision(s) of the Agreement to the Agreement as a whole.
10.4 Governing Law/Choice of Forum. This Agreement shall be construed and enforced under the laws of the State of California, excluding her choice of law provisions, and it shall be construed in a manner so as to conform with all federal, state, and local laws and regulations.
10.5 Assignment. Neither party may assign its rights and obligations under this Agreement without the prior written consent of the other party, except in the case of merger or acquisition of substantial amount or all of its assets.
10.6 Force Majeure. No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached the Agreement, for any failure or delay in fulfilling or performing any term of the Agreement (except for any obligations to make payments to the other Party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control, including, without limitation: (a) government ordered quarantine or business closure; (b) acts of God; (c) flood, fire, earthquake, or explosion; (d) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (e) government order or law; (f) actions, embargoes, or blockades in effect on or after the date of this Agreement; and (g) national or regional emergency (each, a “Force Majeure Event”). The Party suffering a Force Majeure Event shall give notice within ten (10) calendar days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. If the Force Majeure Event continues for thirty (30) days after the date of such notice, either Party shall be entitled to terminate the Agreement.
10.7 Headings. Headings used in this Agreement are solely for the convenience of the parties and shall be given no effect in the construction or interpretation of this Agreement.
10.8 Waiver. No waiver of any breach of this Agreement shall constitute or be deemed a waiver of any other or subsequent breach. All remedies afforded in this Agreement shall be taken and construed as cumulative to every other remedy provided hereby or at law.
10.9 Survival. The provisions contained in the Agreement that by their sense and context are intended to survive the expiration or termination of the Agreement will survive such expiration and termination.
10.10 Equitable Relief. Each party acknowledges and agrees that the other party may be irreparably harmed in the event that such party breaches confidentiality or intellectual property provisions of the Agreement, and that monetary damages alone cannot fully compensate the non-breaching party for such harm. Accordingly, each party hereto hereby agrees that the non-breaching party will be entitled to seek injunctive relief to prevent or stop such breach, and to obtain specific enforcement thereof. Any such equitable remedies obtained will be in addition to, and not foreclose, any other remedies that may be available.
ARTICLE II. AGYL SERVICES TERMS AND CONDITIONS
This portion of the Terms and Conditions applies to the AGYL E-Learning Management System (“AGYL LMS”) and the AGYL Workflow (“AGYL Workflow”), including any programmed instructional presentations, any downloadable Tools, as well as all improvements, modifications, and derivative works thereto (collectively “Courseware”) and all applicable documentation provided by Plus Delta (“Documentation”), together with all related cloud software, interfaces, functionality, web-services, supplements, add-on components, corrections, bug fixes, modifications, enhancements, updates, new versions or releases (collectively, “Software”). “AGYL Services” as used in these Terms and Conditions collectively refers to AGYL LMS, AGYL Workflow, and all associated Courseware, Documentation and Software. For purposes of the entirety of these Terms and Conditions, the Services shall be deemed to include the AGYL Services if purchased by a Client. Client acknowledges that AGYL is provided in a multi-tenant environment and that the cloud infrastructure is shared among multiple clients or accounts. No single client has control over how resources are allocated or consumed.
1. Purchase, Access and Use of AGYL.
1.1 Purchase. If a Client that is a legal entity desires to purchase, access, and use the AGYL Services, such AGYL Services shall be described in an applicable SOW and, such SOW shall include the time period during which Client’s Authorized Users shall be entitled to access and use the AGYL Services, the number of participants entitled to access the AGYL Services (each, an “Authorized User”), and the Fees to be paid by Client. If a Client that is an individual desires to purchase, access, and use the AGYL Services, such Client shall be the sole Authorized User, such AGYL Services shall be described in the SOW and shall include the time period during which Client shall be entitled to access and use the AGYL Services, and the Fees to be paid by Client.
1.2 Access. Subject to the terms and conditions of the Agreement, including the timely payment of Fees, Plus Delta will make the applicable AGYL Services available to Client and its Authorized Users via the Internet and in accordance with the standard access protocol of Plus Delta. All Fees associated with the AGYL Services are based on the access purchased and not actual use by a Client’s Authorized Users.
1.3 Plus Delta Responsibilities. Plus Delta agrees to provide the general business functionality of the AGYL Services as set forth in an applicable SOW and further described in the Documentation.
1.4 Reservation of Rights. Plus Delta retains all patents, copyrights, trademarks, trade secrets and other intellectual property rights (collectively “Intellectual Property Rights”) related to the AGYL Services. Client acknowledges and agrees that it will not, nor will it permit its Authorized Users to, delete or alter the copyright, trademark, or other proprietary rights notices or markings appearing within the AGYL Services. Client agrees that the AGYL Services are provided on a non-exclusive basis and that no transfer of ownership of Intellectual Property Rights will occur. Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the AGYL Services, the Courseware or third-party materials included in the AGYL Services, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the AGYL Services, or any third-party materials included in the AGYL Services are and will remain with Plus Delta and the respective rights holders in any third-party materials included therein.
1.5 Usage Data. Notwithstanding anything to the contrary in the Agreement, Plus Delta may collect and use usage data to develop, improve, operate, and support its products and services (“Usage Data”). Plus Delta will not share any Usage Data that includes Client identifiable information or information that can be identified to an Authorized User except to the extent that such Usage Data is anonymized and aggregated such that it does not identify such Client or Authorized User.
1.6 Feedback. Client and its Authorized Users are under no duty to provide any suggestions, enhancement requests, or other feedback regarding the AGYL Services (“Feedback”). If such Feedback is provided, Client or the Authorized User, if applicable, hereby grants Plus Delta a perpetual, irrevocable, non-exclusive, worldwide, fully-paid, sub-licensable, assignable license to incorporate into the Services (including the AGYL Services) or otherwise use any Feedback solely to improve Plus Delta products and services, provided that such Feedback is used in a manner that is not attributable to the Client or the Authorized User, if applicable.
1.7 Client Responsibilities. Client agrees that it will not, and will not allow its directors, officers, employees, business partners, contractors, or agents to:
(a) reverse assemble, reverse engineer, decompile or otherwise attempt to derive source code from the AGYL Services or any component thereof;
(b) copy, reproduce, modify, sell, lease, sub-license, market or commercially exploit in any way the AGYL Services, or component of the AGYL Services (including the further distribution of blank forms or templates) other than as expressly agreed to in the Agreement;
(c) use, or permit the use of, the AGYL Services (including the Courseware, Software any other component of the AGYL Services) for any reason other than for Client’s internal fundraising purposes;
(d) provide access to or perform services for third parties using the AGYL Services, or any part thereof, including, but not limited to, any service bureau, time-sharing, lease, distribution or re-sale, rental, application service provider arrangement, or any other arrangement;
(e) disclose, resell, or grant access to an access code to the AGYL Services or any component thereof to any third party not affiliated with Plus Delta; or
(f) utilize the AGYL Services or any part thereof for any malicious, libelous, or illegal manner or in a manner which could in any way harm either Party’s name, reputation, or goodwill or the name, reputation, or goodwill of any third-party donor.
1.8 Updates. Plus Delta may, at its sole discretion, make available error corrections, bug fixes, modifications, or minor enhancements to the AGYL Services (each an “Update” and collectively “Updates”) that Plus Delta generally makes available to its Clients that subscribe to the same AGYL Services.
1.9 Right to Modify the AGYL Services. Plus Delta reserves the right, in its sole discretion and without incurring any liability to Client, to change, enhance and otherwise modify the AGYL Services, provided that such alterations will not materially reduce the functionality of the same. Plus Delta further reserves the right, in its sole discretion, to create new products and/or services based upon or incorporating the Courseware and Software, the AGYL Services or elements thereof.
2. Term and Termination.
2.1 Term. The initial term of access of the AGYL Services shall be set forth in the applicable SOW (the “Initial AGYL Term”).
2.2 Renewal. Unless specified otherwise in an applicable SOW, at the end of the Initial AGYL Term, the applicable SOW for AGYL Services shall automatically renew for subsequent terms equal to the length of the Initial AGYL Term. Client may cancel such automatic renewal by contacting Plus Delta in writing at least thirty (30) days prior to the applicable renewal.
2.3 Termination. Upon expiration or termination of access to the AGYL Services for any reason, (a) any amounts owed to Plus Delta arising out of the provision of the AGYL Services before such expiration or termination will be immediately due and payable, and Client will promptly pay any and all such amounts (and with respect to any amounts not paid due to a reasonable dispute, such amounts will be paid at the time of, and to the extent required by, resolution of the dispute), and (b) all rights to access or use the AGYL Services will immediately terminate and Client and Client’s Authorized Users will immediately cease accessing or using the AGYL Services, (c) each Party will return to the other Party, or destroy, all property (including without limitation any Confidential Information) of the other Party in its possession or control and (d) Client may access and download its data from the AGYL Services and, to the extent that Client requests the same within ten (10) days of the expiration or termination date, Plus Delta will, at Client’s expense, assist Client in downloading Client’s data in its then-current state but in a format reasonably acceptable to Client. Plus Delta will perform off-boarding activities in accordance with Plus Delta’s standard procedures.
3.1 AGYL LMS First-Line Support. Client shall provide Plus Delta information with respect to its Authorized Users to enable Plus Delta to provision such Authorized Users and provide instructions for such Authorized Users to access AGYL LMS. Once each such Authorized User has gained access to AGYL LMS, the Authorized User must complete a series of training that is required to onboard such Authorized Users. If further support is required by Authorized Users of AGYL LMS, such support is provided pursuant to the terms of Section 3.3 below.
3.2 AGYL Workflow First-Line Support (Entity Clients Only). Client shall provide first-line support to its Authorized Users with respect to the AGYL Workflow. Client shall appoint an “Internal Administrator” and notify Plus Delta in writing regarding the Internal Administrator’s name and contact information. The Internal Administrator shall be responsible for: input of all Client-related information and data, Authorized User information, and organizational structure (including without limitation accurate job titles and/or roles, which will be used in connection with role-based access to AGYL Workflow); and training of Client’s Authorized Users. All User questions regarding the functioning of the AGYL Workflow shall be directed first to Client’s Internal Administrator.
3.3 Second-Line Support. Plus Delta shall provide its standard technical support and maintenance to Client during Plus Delta’s normal business hours (9:00 AM-8:00 PM Eastern Time M-F). Plus Delta may provide such support via telephone, e-mail, and other Internet based technology directly to each entity Client’s Internal Administrator (or to Client, if Client is an individual) in the case of AGYL Workflow. Second-line support means direct technical support of the AGYL Services, including, but not limited to: (a) direct response to inquiries concerning performance, functionality or operation of the AGYL Services; (b) a direct response to reported problems for performance deficiencies with the AGYL Services; (c) a diagnosis of problems for performance deficiencies of the AGYL Services; and (d) a resolution of the problems for performance deficiencies of the AGYL Services. Plus Delta shall also provide standard error correction and maintenance modifications to the AGYL Services as applicable.
3.4 Additional Support. Notwithstanding the above, if Plus Delta makes a reasonable business determination that the technical support requested by Client pursuant to Section 3.3 will entail detailed, specialized maintenance or support services different in kind or amount from those provided to other Clients that subscribe to similar AGYL Services, then Plus Delta shall notify Client that the requested support is considered an additional service which shall be subject to additional Fees, to be negotiated.
4. Certain Client Obligations.
4.1 Responsibility for Authorized Users. Client is responsible for all activity occurring under its account and will comply with all applicable local, state, national and foreign laws, treaties, and regulations in connection with its access or use of the AGYL Services, including those related to data privacy, data security, international communications, and the transmission of technical or personal data. Client will be solely responsible for ensuring that its Authorized Users receive sufficient training to enable proper access or use of the AGYL Services. Client will be solely responsible for, and will bear the cost of, providing all equipment, facilities, and connectivity, including without limitation any Internet access or telecommunications services, necessary to use and access the AGYL Services.
4.2 User Names and Passwords. As part of the registration and account creation process, each of Client’s Authorized Users will need a unique user name (“User Name”) and password (“Password”). Authorized Users may not select a User Name that is identical to that used by another person or use a User Name that, in the sole opinion of Plus Delta, is offensive or inappropriate. Client shall be solely responsible for its Authorized Users’ maintaining the confidentiality of Passwords. Client is solely responsible for all usage or activity on Client’s account, including but not limited to use of Client’s account, Client’s User Names, and Password by any third party. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of Client’s account, in Plus Delta’s sole discretion, and Plus Delta may refer Client to appropriate law enforcement agencies.