STANDARD TERMS & CONDITIONS OF SALE

November 21, 2017

Knowledge Tools, Inc., a California corporation provides MDTP tests online for schools across North America. MDTP tests help school students prepare for math courses in college.

This document contains the Standard Terms & Conditions by which Knowledge Tools, Inc. provides MDTP test services to school districts, schools, administrators and teachers, and their respective students.

1.     Internet Based Testing Platform. To access Knowledge Tools, Inc.'s Internet based testing platform, Clients and Testing Students will need access to the Internet via a device using an approved operating system, web browser, which has a sufficiently fast broadband connection to the Internet. The following is a list of software on which the platform has been tested:

Internet web browsers:

Chrome 53, or greater; Microsoft Edge, all version; Firefox 49, or greater, Internet Explorer, or greater; Safari 9.1, or greater.

Operating Systems:

Windows 7 or greater, Mac OS 10.8 Mountain Lion) or greater, Chrome OS 9 or greater, iOS 9 or greater, Android 5.1 or greater.

It is the Client's responsibility to ensure that Testing Students are provided with a suitable Internet device (tablet, computer, etc.) to take tests using the Knowledge Tools, Inc. platform. Knowledge Tools, Inc. makes every reasonable effort to ensure that its testing platform is free from any form of malicious code, including but not limited to computer virus, worms, malware, bot, but, ransomware, rootkit, spyware, Trojan horse, etc. However, it is the Client's responsibility to ensure that the devices it and Testing Students use are not infected with such malicious code by the use of malware prevention and/or removal software tools.

It is the Client's further responsibility to ensure that each location used by Testing Students to access the Knowledge Tools, Inc.'s testing platform has adequate bandwidth so that each Testing Student can access the Internet while a test is administered. The Knowledge Tools, Inc. platform sends and receives data to each Testing Student device upon login, and each time a page is refreshed. This is referred to as a "page load". Pages are refreshed after each test question. The average "page load" varies between 250kb and 949kb. When determining whether your Internet connection bandwidth is sufficient, Knowledge Tools, Inc. recommends system administrators plan for a simultaneous load of at least 32mb per second for every fifty (50) simultaneous test takers.

2.   Client. "Client" shall mean the school district, school and its designated administrators and teachers who administrators who are responsible for the management and running of schools which use Knowledge Tools, Inc.'s services.

3.   Price & Payment. Client shall pay Knowledge Tools, Inc. the Amount Due as set forth in the attached Pricing Schedule, attached herein. Payments may be made via check or credit card.

4.   Services. “Services” shall mean the MDTP tests sold by Knowledge Tools, Inc. to Client and made available via the Internet to "Testing Student(s)".

5.   Testing Student(s). "Testing Students" shall mean Client's students who take the MDTP tests using the Knowledge Tools, Inc. Internet based testing platform.

6.   License. By entering into this Agreement, Knowledge Tools, Inc. agreed to provide Client and its Testing Students with a limited use license to MDTP tests. Said license may be used to administer MDTP tests to Testing Students, and neither the tests nor the testing materials may be duplicated or administered on any system other than that provided by Knowledge Tools, Inc. without Knowledge Tools, Inc.'s prior written consent.

A. Client shall use Tests in accordance with the design and instructions of MDTP and Knowledge Tools, Inc.

B. The use of Tests by Client for any purposes beyond those granted in this Agreement requires the written permission of MDTP and Knowledge Tools, Inc.

C. Client represents to Knowledge Tools, Inc. that it currently has in place, and will continuously maintain during the term of this Agreement, internal protection measures sufficient to protect the confidentiality and secrecy of Tests. 

7.   Title. All title, interest, rights, and copyright to Tests and all portions thereof, and any material associated therewith, shall at all times remain with the Regents of the University of California and the Trustees of The California State University.  Client shall have no right, title, or interest therein or thereto except as expressly set forth under this Agreement.

8.   Termination.

A.  By Client. Client may terminate this Agreement at any time by providing sixty (60) days prior written notice to Knowledge Tools, Inc.. Such termination shall be effective ninety days from the date of delivery of such notice, and all Client 's rights under this Agreement shall cease as of that date.

B.   By Knowledge Tools, Inc. Knowledge Tools, Inc. may terminate this Agreement by a written notice of termination if Client is in material breach of the terms contained herein by providing written notice to Client of the breach of contract, and provided the breach of contract has not been cured in all material respects within 60 days after Client 's receipt of such notice. Such termination shall not relieve Client of its obligation to pay any fees due or owing at the time of such termination and shall not impair any accrued right of Knowledge Tools, Inc.

C.  If this Agreement is terminated as result of a bankruptcy action, Knowledge Tools, Inc. shall be considered a secured creditor under this Agreement and neither this Agreement nor Tests shall be transferred to a third party.

D.  In the event of termination of this Agreement, Client shall cease to exercise all rights to Knowledge Tools, Inc.'s testing platform.

6.   Warranties. Knowledge Tools, Inc. provides the following LIMITED warranty for the services it provides to Clients and Testing Students:

Knowledge Tools, Inc. does not warrant or make any representations concerning the MDTP tests it provides when not used strictly in accordance with the instructions provided by MDTP and Knowledge Tools, Inc.

The services provided by Knowledge Tools, Inc. do not include computers, tablets or high speed access to the Internet, all of which are required to use Knowledge Tools, Inc.'s online testing platform.

Knowledge Tools, Inc. MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, REGARDING THE SERVICES, AND DISCLAIMS ANY OTHER WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL Knowledge Tools, Inc. BE LIABLE TO CLIENT, TESTING STUDENT, OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO BODILY INJURY, PROPERTY DAMAGE, LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE SALE, USE OR INABILITY TO USE THE SERVICES.

7.   Indemnity. Knowledge Tools, Inc. has no control over Client’s use or operation of the MDTP tests. Client therefore assumes all responsibilities and risks associated with the use and operation of the MDTP tests. Further, Client agrees to indemnify and hold Knowledge Tools, Inc. harmless from any claims, losses, damages or injuries (including court costs and attorney’s fees) arising out of or associated with the sale, as well as Client’s or any third party’s use of (or inability to use) its services.

8.   Notice. For any notice to be given by one party to the other under this Agreement, it shall be in writing to the address listed on the front side of this Invoice (or any subsequent address provided) and effective immediately on personal delivery, fax or e-mail, or 2-business days if sent by express mail, or 10-business days after deposit with U.S. Postal Service, postage prepaid.

9.   Governing Law; Arbitration & Attorney's Fees And Costs. This Agreement is deemed executed in California, and shall be governed under California law, without regard to its choice of law rules. In the event of any dispute relating to this Agreement, it shall be resolved by final and binding arbitration before JAMS (pursuant to its commercial arbitration rules) before a single retired judge or justice. The parties stipulate to jurisdiction and venue in Orange County, California. The prevailing party shall be entitled to recover their attorney’s fees and costs.

10. Miscellaneous

a. All sales are final upon receipt of the contract price.

b. This Agreement is binding on the parties, their successors, representatives, and assigns, and it may only be modified in a writing signed by both parties; further, it constitutes the entire agreement between the parties, and it supersedes all prior oral or written representations or agreements that may have been made by either party.

d. No waiver of full performance by either party may be construed or operate as a waiver of any present or future default or breach of any provisions of this Agreement. If any provision is held to be invalid or unenforceable, it shall not affect the remaining provisions, which will remain in full force and effect.


 

Schedule "A"

Knowledge Tools Pricing Policy

November 6, 2017

Access to Knowledge Tools, Inc.'s testing platform is sold on an annual subscription basis with pricing dependent upon the number of Students who are signed up by the Client to take tests within a single school year.

An annual subscription, based on the number of testing students within a single school. School districts who contract with multiple schools must determine the number of testing students at each school location.

Teachers may test students an unlimited number of times during the subscription period.

Pricing Tiers

Tier 1 - Up to 200 testing students: $360

Tier 2 - Up to 400 testing students: $700

Tier 3 - Up to 600 testing students: $1,050

Tier 4 - Up to 1,000 testing students: $1,650

Tier 5 - Up to 1,600 testing students: $2,500

Tier 6 - Unlimited testing students in one location: $4,000

Upgrading Tiers

If during the course of a subscription year a school exceeds the number of testing student in their tier, the school/district will be invoices for a pro-rated upgrade to the next tier.

A school hold a subscription plan for up to 200 students (tier 1). During month 8, the school adds new student enrollments, and their total number testing students is now 300. The school/district will be invoiced for 5 months of the difference between Tier 1 and Tier 2.

((New Tier amount – Old Tier amount ) / 12 months) * No. of months at the new tier.

((700 – 360) / 12) * 5 = $142

Renewal

Subscriptions will automatically renew at the school’s current Tier level.

A 30-day notice of Subscription term end will be send by email to billing and administrative contacts on file. A renewal contract must be agreed to by either the administrative or billing contact via electronic agreement.

If the renewal agreement is not agreed to by the term end date + 15 day grace period, then access to the Knowledge Tools testing portal will be terminated.