Program Terms and Conditions

By purchasing In Tandem services, Customers are agreeing to these Terms and Conditions and confirming that they are authorized to agree on behalf of the purchasing organization. If you have any questions about the Terms and Conditions, please contact awyattmcgill@in-tandem.org. 

This Program Terms and Conditions (the “Agreement”) is by and between the Customer and Array Education, Inc. and its In Tandem program (“In Tandem”), collectively the “Parties” and each individually a “Party”, effective for the Term as defined below.

1. Program Overview.
   
   
   1. In Tandem will deliver tailored youth-centered R&D support services as purchased by the Customer in the In Tandem (“Project”).
      
      
   2. This Agreement is effective as of the purchase date (the “Effective Date”) and shall continue through 12 months after the Effective Date (the “Termination Date”). 
      
      
2. Fees and Payment.
   
   
   1. Program Fee: Customer agrees to pay In Tandem the full invoiced amount of the Project. Pricing and options are set forth in the Order Form.
      
      
   2. Payment Terms: Customer will be invoiced for the Program Fee upon purchasing of the Project. Payment shall be made via electronic funds transfer (preferred) or check within 30 days of being invoiced. This is a non-refundable payment. Specific payment instructions will be included on the invoice. For Customers who do not make timely payments, In Tandem reserves the right to revoke access to the Project.
      
      
3. Data Privacy and Security.
   
   
   1. Customer understands that the privacy and safety of Youth Partners is of critical importance and that violation of any of the provisions herein constitutes a material breach of the Agreement.
      
      
   2. Customer represents that the Project presents minimal risk to Youth Partners that participate, meaning that the probability and magnitude of harm or discomfort anticipated in the Project are not greater in and of themselves than ordinarily encountered in daily life or during the performance of routine physical or psychological examinations or tests.
      
      Customer further represents that before submitting a project request and engaging with Youth Partners, proper consideration has been given to:
      
      • The risks to the Youth Partners;
      • The anticipated benefits to the Youth Partners and others;
      • The importance of the knowledge that may reasonably be expected to result from the Project;
      • The provisions to protect the privacy of the Youth Partners; and
      • The need for additional safeguards for vulnerable populations, as necessary.
        
        
   3. For the purposes of the Agreement, “Data” includes any information customer gains access to about or from Youth Partners during the course of the Project. Personally identifiable information (“PII”) is any Data that permits the identity of an individual to whom the information applies to be reasonably inferred by either direct or indirect means.
      
      
   4. Customer agrees to use Data exclusively for the limited purpose of developing the Project as described in the Project and for no other purpose.  Use of Data for purposes not specified in the Project is prohibited unless Customer seeks and receives the prior written consent of In Tandem to amend this Agreement.
      
      
   5. Customer understands that In Tandem adheres to the principle of least privilege with respect to Youth Partner information and agrees to share or otherwise disclose Data only with people or entities who have a legitimate need to receive, handle, process, and/or transmit Data in connection with the Project (“Necessary Data Viewers”). All such individuals shall be named and listed in the Order Form. Customer shall not share or otherwise disclose Data to any individual or entity not named in Appendix A without prior written approval from In Tandem except that customer may use Data other than PII in publications and reports subject to the limitations in Section 3i. Data may not be collected via any third party application without explicit written approval from In Tandem.  Customer agrees not to sell Data under any circumstance.
      
      
   6. Customer agrees to adopt reasonable procedures and systems to protect the security of the Data.  Customer shall limit access to the Data only to the Necessary Data Viewers listed in the Order Form.  Customer agrees to require use of strong passwords and other access controls to access computer databases used to process, store, or transmit the Data received under this Agreement.  Customer shall store and transmit the Data in a secure manner that maintains the confidentiality and integrity of the Data and that prevents the interception, diversion, or other unauthorized access to the Data.  Customer shall notify In Tandem in writing as soon as practicable of any actual or suspected security incident or breach that involves the Data shared under this Agreement, and shall provide In Tandem with a description of the incident and the Data involved. 
      
      
   7. To the extent possible, Customer shall anonymize or de-identifiy the Data before handling, sharing, processing, or otherwise disseminating the Data for any purpose.  Anonymization and de-identification efforts shall be in accordance with best practices and industry standards for data protection, ensuring that PII cannot be easily re-identified.
      
      
   8. The Parties agree in all respects to comply with all federal, state, and non-U.S. laws and regulations applicable to the collection, use, handling, or disclosure of the Data (collectively, “Applicable Information Privacy Laws”). Nothing in this Agreement shall be construed to allow either Party to collect, use, handle, or disclose the Data in a manner not allowed under Applicable Information Privacy Laws.  Customer agrees to require all employees, contractors, and agents to comply with all terms of this Agreement and all Applicable Information Privacy Laws with respect to the Data shared under this Agreement, including but not limited to by (i) instructing those employees, contractors, and agents on Customer’s obligations regarding re-identification and publication of information under the below Sections 3h and 3i, and (ii) training those individuals on its information security procedures described in this Section 3f.
      
      
   9. In the course of completing a Project, the Customer may receive PII, including but not limited to Youth Partners’ face, voice, likeness, name, school, or location.  Customer agrees that: (i) the disclosure of PII will be limited to the purpose, scope, and duration of the Project; (ii) Customer will use PII only for purposes of the Project; (iii) Customer will conduct the Project in a manner that does not permit personal identification of Youth Partners by individuals other than the Necessary Data Viewers listed in the Order Form; and (iv) Customer will destroy PII as described in Section 3j.  Customer further agrees that, Customer’s publications and reports in connection with the Project or related project that make use of the Data, including preliminary project descriptions and draft reports, shall include no Data or other information that, alone or in combination, whether through single or multiple releases, could lead to the identification of any individual student, or other person. This includes removal of all PII from transcripts, quotes, and other excerpts from the Project except as explicitly approved in writing prior to publication
      
      
   10. In Tandem may modify or obscure any Data in a way that minimizes the risk of unintended disclosure of the identity of individuals.  Customer agrees that it will not attempt to re-identify any individual student, or other person from the Data.  Customer further agrees that if Customer receives PII from In Tandem where such disclosure of PII was not intended by In Tandem, Customer shall destroy the PII, including all data files and hard copy records, and purge any copies of the PII from Customer’s computer systems, as soon as possible upon discovery of the disclosure or notification by In Tandem.
       
       
   11. Customer agrees to destroy the Data, including all data files and hard copy records, and purge any copies of the Data from Customer’s computer systems, when the Data is no longer needed for the purposes of the Project or within 1 year of the Termination Date, whichever comes first.  For the avoidance of doubt, if this Agreement is terminated for cause by In Tandem pursuant to Section 7, Customer agrees to destroy the Data within thirty (30) days of the effective date of termination. Customer shall certify in writing to In Tandem at the address set forth below or hello@in-tandem.org that the Data has been destroyed.
       
   
   
4. Intellectual Property.
   
   
   1. “Intellectual Property” means any and all worldwide rights in, arising from or associated with the following, whether protected, created or arising under the laws of the United States or any other jurisdiction or under any international convention: (1) all patents and applications therefor and all reissues, divisions, re-examinations, renewals, extensions, provisionals, substitutions, continuations and continuations-in-part thereof, and equivalent or similar rights anywhere in the world in inventions and discoveries including, without limitation, invention disclosures (“Patents”); (2) all trade secrets and other proprietary information which derives independent economic value from not being generally known to the public (collectively, “Trade Secrets”); (3) all copyrights, copyrights registrations and applications therefor (“Copyrights”); (4) all uniform resource locators, e-mail and other internet addresses and domain names and applications and registrations therefor (“Domain Names”); (5) all trade names, corporate names, logos, slogans, trade dress, trademarks, service marks, and trademark and service mark registrations and applications therefor and all goodwill associated therewith (“Trademarks”); (6) rights of publicity; (7) moral rights and rights of attribution; (8) software, databases, compilations and data, technology supporting the foregoing, and all documentation, including user manuals and training materials relating to the foregoing; [(9) websites; and (10) any similar, corresponding or equivalent rights to any of the foregoing anywhere in the world.
      
      
   2. The Parties acknowledge that In Tandem owns all right, title and interest in and to the In Tandem materials, including but not limited to user guides, facilitation technologies, operational processes, and data collection tools (“In Tandem Materials”), together with all modifications, enhancements, revisions, changes, copies, partial copies, translations, compilations, and derivative works thereto, including all Intellectual Property rights thereto (“In Tandem IP”). Customer will have no rights with respect to the In Tandem IP other than those expressly granted under this Section 4.
      
      
   3. Subject to the terms and conditions of this Agreement, In Tandem hereby grants to Customer during the Term, a limited, non-exclusive, non-transferable, non-sublicensable license to use the In Tandem Materials solely for Customer’s noncommercial use. Nothing in this Section 4 shall prevent Customer from using the results of the Project for commercial use. The foregoing license allows Customer to permit the Customer’s employees to use the In Tandem Materials for the purpose of the Program. Customer and its employees shall not use the In Tandem Materials beyond the scope of the license granted hereunder. Customer acknowledges and agrees that the In Tandem Materials are licensed, not sold, to the Customer for use only under the terms and conditions of this Agreement. Customer shall retain all branding, trademark and copyright notices, attributions, and identification of authors that appear on the In Tandem Materials delivered to Customer by In Tandem.
      
      
   4. Customer shall not (and shall not permit any third party to) make any use of the In Tandem Materials that is not expressly permitted under this Agreement.  Without limiting the foregoing, Customer shall not (and shall not permit any third party to): (i) modify, adapt, translate, or delete the contents of or create derivative works based on the In Tandem Materials; (ii) sell, rent, lease, resell, distribute, or sublicense the In Tandem Materials; (iii) remove or modify any proprietary marking or restrictive legends placed on the In Tandem Materials; (iv) use the In Tandem Materials, directly or indirectly, to create, implement, or enhance services that are similar to the In Tandem Materials; and/or (v) engage or participate in any activity or course of action that could diminish or tarnish the image or reputation of the In Tandem Materials or In Tandem, or cause confusion as to the ownership of the In Tandem Materials.
      
      
   5. The Parties acknowledge that through the course of the Project, In Tandem may also be exposed to intellectual property owned by the Customer (“Customer Intellectual Property”). In Tandem will not copy, display, publish, distribute, transmit, modify, or otherwise use or exploit any Customer Intellectual Property without the Customer’s express prior written consent.
      
      
5. Use of Brands and Logos.
   
   During the Term of this Agreement, Customer shall have the right to communicate through its different channels as being an official customer of In Tandem and In Tandem will be able to do the same regarding Customer. This includes posting In Tandem’s logo on Customer’s website and posting Customer’s logo on In Tandem’s website.
   
   
6. Confidentiality.
   
   For the purposes of this Agreement, “Confidential Information” means any confidential or other proprietary information that is disclosed by or on behalf of In Tandem to Customer and/or Customer’s employees, whether disclosed orally or in writing, whether disclosed before or after the Effective Date, and whether or not marked or otherwise designated as confidential, including, without limitation, information relating to In Tandem’s customers, potential customers, suppliers, financial and business information, technological information, specifications, business and product plans, In Tandem Materials; and the terms and conditions of this Agreement.  Notwithstanding the foregoing, Confidential Information does not include information which: (i) is or becomes public knowledge without any action by, or involvement of, Customer; (ii) is publicly disclosed by Customer with the prior, written approval of In Tandem; or (iii) is independently developed by Customer without use of or access to Confidential Information. Customer shall:  (i) observe complete confidentiality with respect to, and not to disclose, or permit any third party or entity access to, any Confidential Information without prior written permission of In Tandem; (ii) not utilize, except as required to perform its obligations under this Agreement, any Confidential Information; (iii) ensure that its employees shall only be given access to Confidential Information to the extent necessary for such employees to perform their duties under this Agreement; and (iv) ensure that any of its employees who receive access to any Confidential Information are advised of the confidential and proprietary nature thereof and are bound by confidentiality terms at least as protective of the Confidential Information as those contained herein. Without limiting the foregoing, Customer agrees to employ, with regard to the Confidential Information, procedures that are no less restrictive than the procedures used by it to protect its own confidential and proprietary information of similar sensitivity (and that in no event are less restrictive than reasonable procedures).  If Customer is requested to disclose any of the Confidential Information pursuant to any judicial or governmental order, Customer will not disclose the Confidential Information without first giving In Tandem written notice of the request and sufficient opportunity to contest the order. Customer shall be responsible and liable for any breach of this Section 6 by any of its employees or In Tandem Participants.
   
   
7. Term and Termination.
   
   
   1. This Agreement shall commence as of the Effective Date and will continue in effect until the Termination Date (the “Term”), except that either party may terminate the Agreement at any time on ninety (90) days prior written notice to the other party with or without cause.
      
      
   2. Upon termination or expiration of this Agreement, Customer shall: (i) promptly pay all applicable Program Fees due to In Tandem for the services provided by In Tandem until the date of such termination or expiration; (ii) immediately cease all use of the In Tandem Materials and ensure the Customer’s employees do the same; and (iii) return to In Tandem, or provide In Tandem with written certification of the destruction of, the In Tandem Materials, including all copies thereof, within Customer’s and its employees’ possession or control.
      
      
   3. Sections 2, 3, 4, 6, 7c, 8b, 8c, 8d, and 9 shall survive the termination or expiration of this Agreement.  
      
      
8. Representations and Warranties, Limitation of Liability and Indemnification.
   
   
   1. Mutual Representations and Warranties: Each party represents and warrants that as of the Effective Date and at all times thereafter: (a) this Agreement constitutes its valid and binding obligation and is enforceable against it in accordance with the terms of this Agreement; and (b) the execution and delivery of this Agreement by it and the performance of its obligations hereunder: (i) are not in violation or breach of, and will not conflict with or constitute a default under, any material contract, agreement or commitment binding upon it; and (ii) will not conflict with or violate in any material manner, any applicable law, rule, regulation, judgment, order or decree of any government, governmental instrumentality or court having jurisdiction over such party. Except for the express warranties stated in this section, each party disclaims all other warranties, whether implied by operation of law or otherwise, including, without limitation, any implied warranties of merchantability and fitness for a particular purpose, and any warranties arising from a course of performance, course of dealing or usage of trade.
      
      
   2. Array Education Disclaimers: EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8A, THE IN TANDEM MATERIALS, AND ANY OTHER MATERIALS PROVIDED HEREUNDER BY ARRAY EDUCATION ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND ARRAY EDUCATION MAKES NO WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT AND ARRAY EDUCATION HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.  TO THE EXTENT THAT ARRAY EDUCATION MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.  
      
      
   3. NO PARTY WILL BE LIABLE TO THE OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM SUCH OTHER PARTY’S RIGHTS) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST REVENUES OR PROFITS, LOSS OF USE, LOSS OF COST OR OTHER SAVINGS OR LOSS OF GOODWILL OR REPUTATION) WITH RESPECT TO ANY CLAIMS BASED ON CONTRACT, TORT OR OTHERWISE (INCLUDING NEGLIGENCE AND STRICT LIABILITY) ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. EACH PARTY’S MAXIMUM CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED THE AGGREGATE AMOUNT OF THE FEES PAID AND PAYABLE HEREUNDER. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY: (I) TO THE VIOLATION OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS OR THE PARTIES’ RESPECTIVE OBLIGATIONS OF CONFIDENTIALITY HEREUNDER OR (II) TO THE EXTENT THAT ACTS OR OMISSIONS OF A PARTY CONSTITUTE GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A VIOLATION OF APPLICABLE LAW.
      
      
   4. Each party (an “Indemnitor”) will indemnify, defend and hold harmless the other party and its affiliates and each of their respective officers, directors, members, managers, employees and agents (each, an “Indemnitee”) from and against any and all liabilities, losses, fines, penalties, costs, and expenses, including reasonable attorneys’ fees (collectively, “Losses”) incurred by them in connection with any claim, suit or proceeding brought by a third party (each, a “Claim”) arising out of the gross negligence, willful misconduct, breach of confidentiality, or breach of applicable law by the Indemnitor or its employees, agents or contractors performing its obligations in connection with this Agreement. The Indemnitee shall promptly notify the Indemnitor in writing of any Claim that the Indemnitor may have obligations under this section; provided, however, that any failure of the Indemnitee to provide prompt written notice pursuant to this section shall excuse the Indemnitor only to the extent that it is prejudiced thereby. The Indemnitee seeking indemnification hereunder shall cooperate with the Indemnitor with regard to the defense of any claim, proceeding, suit or threatened suit. The Indemnitor shall have full control of any such Claim, and the authority to settle or otherwise dispose of such Claim. In no event, however, may the Indemnitor agree to any settlement of any Claim for which it has agreed to provide indemnification under this Agreement if such settlement would impose any liability or obligation upon the Indemnitee, without the Indemnitee’s prior, written consent.
      
   
   
9. Miscellaneous.
   
   
   1. This Agreement does not intend to create any binding obligations on the parties other than those stated in this Agreement, and the parties shall commit their best efforts to obtain all necessary corporate approvals to execute the appropriate definitive agreements that shall be necessary for the purpose of this Agreement.
      
      
   2. Failure to exercise or enforce or a delay in exercising or enforcing or the partial exercise or enforcement of any right, power or remedy provided by law or under this letter by any party will not in any way preclude, or operate as a waiver of, any exercise or enforcement, or further exercise or enforcement of that or any other right, power or remedy provided by law or under this Agreement. Any waiver or consent given by any party under this document will only be effective and binding on that party if it is given or confirmed in writing by that party. No waiver of a breach of any term of this document will operate as a waiver of another breach of that term or of a breach of any other term of this letter.
      
      
   3. The validity, interpretation, and performance of this Agreement shall be governed by the laws of the State of New York without giving effect to the conflicts of laws provisions thereof.  Any disputes, controversies, or claims in connection with or arising out of this Agreement, its negotiation, breach, existence, validity, or termination, shall proceed in a federal or state court located, in the Borough of Manhattan, New York.  Each Party hereby irrevocably submits to the exclusive jurisdiction of such courts.  Each Party irrevocably waives, to the fullest extent permitted by applicable law, any objection to the laying of venue in such courts of any legal action or proceeding arising out of or relating to this Agreement and any claim that any such action or proceeding has been brought in an inconvenient forum.  Service of process shall be made in any manner allowed by applicable law.
      
      
   4. The parties acknowledge and agree that in the event of a breach or threatened violation of the intellectual property rights or breach of Section 4, In Tandem will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. In Tandem may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect its rights and property pending the outcome of the arbitration referenced above. The parties hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of New York, Borough of Manhattan for purposes of any such action by In Tandem.
      
      
   5. This Agreement may not be assigned by Customer without the prior written consent of In Tandem.
      
      
   6. Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement to the extent such failure or delay or both is caused, directly or indirectly, without fault by such Party, by any reason beyond its reasonable control, including but not limited to, fire, flood, earthquake, elements of nature or acts of God, acts of state, acts of war, terrorism, riots, civil disorders, rebellions, revolutions, quarantines, embargoes, failure or termination of Third-Party Items, and other similar governmental action (each a  “Force Majeure Event”).  Any Party so delayed in its performance will promptly notify the other by telephone or by the most timely means otherwise available (to be confirmed in writing within two (2) business days of the inception of such delay) and describe in reasonable detail the circumstances causing such delay.  In such event, the performance times shall be extended for a period of time equivalent to the time lost because of the excusable delay; provided, however, if the delay or failure continues for more than thirty (30) days, the Party not relying on the excusable delay may terminate this Agreement upon written notice to the other Party.  In order to avail itself of the relief provided in this Section, a Party must use commercially reasonable efforts to remedy the cause of, or to mitigate or overcome, such delay or failure.
      
      
   7. No modification of or amendment to this Agreement shall be effective unless in writing signed by authorized representatives of both Parties. 
       
   8. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersede all prior agreements and commitments with respect thereto.  There are no other oral or written understandings, terms, or conditions, and neither Party has relied upon any representation, express or implied, not contained in this Agreement.
      
      
   9. If any clause or subclause of this document is held to be invalid or unenforceable by any court of competent jurisdiction the other clauses and subclauses of this document remain in full force and effect.