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Software as a Service Terms and Conditions
(November 10, 2020 Archive)

These Software as a Service Terms and Conditions (“SaaS Terms”) apply to any Software as a Service offering licensed by Client pursuant to a Client Order Form (“COF”) on or after November 10, 2020, and are in addition to the General Terms and Conditions and the applicable Product Specific Terms identified below.

If applicable, please see the links below for copies of prior terms and conditions that apply to orders placed on or after the referenced date, but before the effective date above:

May 1, 2020

For additional Product/Service Specific Terms related to College Pro Architect click here.
For additional Product/Service Specific Terms related to College Pro Assess click here.
For additional Product/Service Specific Terms related to College Pro Digital Integrated Solutions click here.
For additional Product/Service Specific Terms related to College Pro Pay click here.
For additional Product/Service Specific Terms related to College Pro Profile Manager click here.
For additional Product/Service Specific Terms related to College Pro Recruit click here.
For additional Product/Service Specific Terms related to College Pro Select click here.
For additional Product/Service Specific Terms related to College Pro Sell click here.
For additional Product/Service Specific Terms related to College Pro Scout click here.

1. SERVICES

1.1 Hosted Service. College Pro (US) will make available to Client those components of College Pro’s cloud-based solution and other related software and services (the “Hosted Service”) described in a COF.  College Pro will also provide to Client user guides, documentation, and training materials (including any updates or amendments thereof) regarding the Hosted Service that College Pro makes generally available to its clients (the “Documentation”).

1.2 Implementation Services. To the extent implementation assistance is required, College Pro will provide implementation services as set forth in the applicable Product/Service Specific Terms (“Implementation Services”).

1.3 Other Services. College Pro may also provide to Client services other than the Hosted Service or Implementation Services as described in the COF or in the Product/Service Specific Terms (the “Other Services”), which may be subject to additional fees and terms as agreed by the Parties.  The Hosted Service, Implementation Services and Other Services are collectively the “Services”.

1.4 Maintenance and Technical Support.  College Pro may install software updates, bug fixes, upgrades and error corrections in the Hosted Service as College Pro deems necessary from time to time, provided that the updates or installations are not inconsistent with the Agreement.

1.5 Suspension of Access to Hosted Service. College Pro may suspend Client’s access to the Hosted Service at any time: (a) to prevent damage to, or degradation of, College Pro’s network integrity; (b) if Client has failed to pay any amounts for thirty (30) days after College Pro notifies Client of past due amounts; (c) if Client has breached the Agreement in a way that affects College Pro’s provision of the Hosted Service or infringes on College Pro’s or any third party’s intellectual property rights; or (d) if Client violates applicable laws, any obligations of confidentiality or privacy to any third party, or governmental regulations, or is subject to a court order requiring suspension. If suspended, College Pro will promptly restore use of the Hosted Service to Client after the event giving rise to the suspension has been resolved to College Pro’s reasonable satisfaction.  Any accounts that are restored after suspension under subsections (b), (c) or (d) may be subject to College Pro’s then-current reactivation fees.  Client is not entitled to a refund or credit on any fees if access to the Hosted Service is suspended under subsections (b), (c) or (d).

2. RIGHTS

2.1 Right to Use the Hosted Service. Subject to Client’s timely payment of all applicable fees, College Pro grants to Client, during the term of the corresponding COF, a non-exclusive, non-transferable license for Client’s Employees to  access and use the Hosted Service for internal business purposes only (and not as a service bureau) as set forth in the Product/Service Specific Terms applicable to the licensed Service, subject to any limitations set forth in the Agreement. Client will not disclose or otherwise allow access to the Hosted Service or Documentation to any third party, including other system service providers, outsourcers, or any party that it should reasonably be aware may compete with College Pro, except as College Pro expressly permits in writing in each instance.  The Hosted Service includes unpublished software, trade secrets and confidential or proprietary information of College Pro or its licensors and is developed exclusively at private expense.

“Employee” means: (i) Client’s employees, and (ii) Client’s independent contractors who perform services on behalf of Client and have entered into written agreements with Client no less restrictive than the Agreement.  Independent contractors may not be competitors of College Pro or its parent company, subsidiaries or affiliates.

2.2 Use Restrictions. Client must not, on its own or through a third party: (a) access or use the Hosted Service or the Documentation to design, create or build a service or product that is competitive with the Hosted Service, or which uses ideas, features or functions that are similar to the Hosted Service; (b) license, sublicense, sell, resell, resyndicate, transfer, assign, distribute, lease, rent, loan, or otherwise commercially exploit or make available to any third party the Hosted Service or the Documentation; (c) combine or permit sharing of User Licenses by more than one employee; (d) use the Hosted Service to provide a service bureau; (e) modify, translate, or make derivative works based upon the Hosted Service or the Documentation or any part thereof, or directly or indirectly decrypt, decompile, disassemble, reverse engineer, or otherwise attempt to discover the source code of the Hosted Service or any portion thereof or its underlying ideas, techniques or algorithms, including the review of data structures or similar materials produced by the Hosted Service; or (f) directly or indirectly use the Hosted Service in violation of any applicable laws.  Except as explicitly granted in the Agreement, Client has no rights with respect to the Hosted Service or the Documentation. 

2.3 Proprietary Rights. The Services, the College Pro Data (excluding any Client Content included therein), and any modifications, configurations, enhancements or derivative works thereof to any of the foregoing (including all intellectual property rights in or to any of the foregoing), are and remain the exclusive property of College Pro or its licensors.  No licenses or rights are granted to Client except for the limited rights expressly granted in the Agreement.

3. DATA

3.1 Client Content. To facilitate College Pro’s performance of its obligations under the Agreement, Client grants to College Pro during the Term a limited license to use, process and reproduce, any information or data related to Client that is input or uploaded into the Hosted Service by Client, provided by Client to College Pro for entry by College Pro into the Hosted Service, or otherwise provided to College Pro by Client pursuant to the Agreement (the “Client Content”). 

3.2 Data Usage and Data Security. College Pro will use commercially reasonable efforts to adhere to the data security and privacy standards set forth in the Data Security Provisions in Appendix A (Data Security Provisions).

3.3 College Pro Data. College Pro may: (a) collect data arising out of Client’s use of the Hosted Service; (b) collect metrics and data included in the Client Content; and (c) aggregate and analyze any metrics and data collected pursuant to subsections (a) or (b) of this sentence (collectively, the “College Pro Data”).  The College Pro Data will be de-identified to exclude any personally identifiable information.  Except as otherwise stated in the Product/Service Specific Terms, College Pro will not use the College Pro Data in a way that identifies Client as the source of any data included in the College Pro Data. Provided College Pro complies with the two immediately preceding sentences, College Pro Data does not constitute Client’s Confidential Information and College Pro may provide the College Pro Data to third parties.  College Pro may use, reproduce, distribute, and prepare derivative works from the Client Content as incorporated in the College Pro Data.

3.4 Rights Notices. Client will not remove any notices or legends that appear in the Services, Documentation, or on any output of the Services, that either identify College Pro as the owner, or provide notice of the confidential and proprietary nature of the materials and their contents, including copyright notices, trademark symbols and notices, and notices that the materials are “confidential” or “proprietary.”  Client’s obligation not to remove any notices applies in all circumstances, including when Client copies or distributes materials as permitted by the Agreement.

4. FEES.

4.1 Fees for use of the Services are set forth in the applicable COF. Unless otherwise set forth in the Product/Service Specific Terms or the COF, Fees will be invoiced upon execution of the COF, and annually in advance for renewals, and as additional services or licenses are added.  Fees  are non-cancellable and non-refundable regardless of whether Client uses the Services during the Term. If Client has received a discounted Fee in connection with a multi-year commitment, and fails to pay the Fee for subsequent years when they are due, College Pro will invoice Client the difference between the standard fee and the discounted fee paid for previous years.   

4.2 Professional Fees and Expenses. The professional Fees for Other Services, if applicable, will be set forth on the COF.  College Pro assesses an administrative charge equal to twelve percent (12%) of professional fees.  All professional fees are non-contingent, non-transferable, and non-refundable unless specifically stated otherwise in the COF.  College Pro will invoice direct out-of-pocket expenses, including consultant travel, accommodation and meals, courier, shipping, reproduction, and video-conferencing, on a monthly basis as incurred.

5. WARRANTIES.

5.1 College Pro warrants that the Hosted Service will substantially perform in accordance with the Documentation and that Services will be performed in a professional and workmanlike manner. As Client’s sole remedy for defective Services, College Pro will repair or replace such Services. College Pro represents and warrants that it will exercise commercially reasonable efforts, including the use of industry standard methods to detect and protect the Hosting Service and other electronically delivered materials against malicious program code insertions, and College Pro will not knowingly introduce into the Hosting Service or other electronically delivered materials any virus or other malicious code. 

5.2 EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION 5, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND.  KORN FERRY EXPRESSLY DISCLAIMS (TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW) ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, RELATING TO THE SUBJECT MATTER OF THE AGREEMENT, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.  KORN FERRY DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE COMPLETELY SECURE, ERROR-FREE OR UNINTERRUPTED, OR THAT ALL ERRORS WILL BE CORRECTED.

6. TERM AND TERMINATION 

6.1 Term. The subscription begins on the Start Date and ends on the End Date set forth on the COF (the “Term”).  Thereafter, subscriptions will automatically renew for additional one (1) year terms at College Pro’s then-current rates unless either party provides notice of termination at least thirty (30) days prior to the expiration of the then-current term (the initial subscription period and any renewal terms are collectively the “Subscription Period”). Client’s notice of termination must include written verification, executed by a corporate officer, that all College Pro Material and Derivatives: (i) are no longer being used by Client; and (ii) have been destroyed in accordance the Agreement.  Client is responsible for all Fees due until the effective date of termination.  Unless otherwise set forth in the corresponding COF, all payments are non-refundable and all Services are non-cancelable during any current term unless Client terminates due to College Pro’s uncured material breach of the Agreement.   

6.2 Effects of Termination. Upon the termination or expiration of the Agreement for any reason: (a) the license granted to Client in Section 2.1 (Right to Use the Hosted Service) will terminate; (b) Client may not access the applicable Hosted Service; and (c) all amounts owed to College Pro under the Agreement will become immediately due and payable. The following provisions of these SaaS Terms will survive any termination of the Agreement: 2.3 (Proprietary Rights), 3 (Data), 4 (Fees).

7. CANCELLATION/RESCHEDULING 

7.1 If Other Services are included within the Services, the following Cancellation/Rescheduling policy will apply.  College Pro will schedule and commit personnel and resources to provide the Services.  College Pro understands that Client’s business conditions may change; however, rescheduling or cancelling on short notice impacts College Pro’s business and its ability to provide outstanding service to all of its customers.  Client may reschedule or cancel the provision of Other Services by paying the following fees in addition to the associated fees for any Services rendered.  These fees are a genuine pre-estimate of College Pro’s losses as a result of such rescheduling or cancellation, and are reflective of the value of the lost bookings for College Pro for the time scheduled and fees which otherwise have been earned by the team leader, team members and other resources, and are not penalties.  If Client fails to provide College Pro with documentation, information, or access to its personnel that impacts College Pro’s ability to meet the completion date or Client otherwise delays the completion date, College Pro reserves the right to charge Client a rescheduling fee as set forth below.

a) If rescheduling or cancelling more than 20 business days before the scheduled program, meeting or session, Client will pay the Actual Expenses incurred as a result of the rescheduling or cancellation.

b) If rescheduling or cancelling 20 or fewer business days before the scheduled program, meeting or session, cancellation/rescheduling fees will be calculated based on the number of business days’ notice provided as shown in the table below, plus Actual Expenses incurred.

 

Length of Program

Less than 1 day

1-2 days

3-5 days

Notice from Client (business days)

16-20

0

0

25%

11-15

0

25%

50%

6-10

0

50%

75%

3-5

50%

75%

75%

Less than 3

100%

100%

100%

 

c) “Actual Expenses” means amounts College Pro pays to others in anticipation of the Services (e.g., hotels, airlines) that College Pro cannot recover on its termination of the bookings or that College Pro incurs due to changes or cancellations.  College Pro will charge Client for costs incurred for any materials College Pro prepares (e.g., for events, workshops, meetings) if the engagement is not rescheduled within two months of the original date.

APPENDIX A to SaaS TERMS Data Security Provisions

1. Definitions:

1.1 “Nonpublic Information” means information maintained, owned or controlled by Client that is not publicly known or whose access is restricted internally by the company and includes: 

  • Any business related information of Client that the tampering with which, or unauthorized disclosure, access or use of which, would cause a material adverse impact to Client’s business, operations, or security and includes: (i) trade secrets; (ii) intellectual property; (iii) Client business operational and financial information, customer lists, business forecasts, marketing plans, pricing information, product or business proposals, investment information, litigation claims, regulatory findings, materials subject to attorney-client privilege, projects and similar documents; (iv) technical or security information; (v) internal only communications between Client employees or agents; (vi) business communications involving a Client employee and a Client’s customer, supplier, contractor, service provider, business partner, government representative or other third-party; and (vii) information about Client’s relationships with its employees, agents, customers, suppliers, contractors, service providers, business partners or other third parties.

1.2 "Personal Data” means any information that College Pro has access to, obtains, uses, maintains or otherwise handles in connection with the performance of the Services that identifies an individual or relates to an identifiable individual.

1.3 “Security Breach” means any actual breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, any Personal Data processed by College Pro.

2. Information Security Safeguards. 

2.1 College Pro will maintain appropriate administrative, technical and physical safeguards to: (a) maintain confidentiality of Nonpublic Information; (b) protect against anticipated threats or hazards to the security or integrity of the Nonpublic Information; (c) protect against unauthorized access to or use of Nonpublic Information; and (d) detect, respond, and recover from identified risks or incidents including Security Breach.

2.2 Standards & Practices. Information security safeguards will incorporate all commercially reasonable and appropriate methods and safeguards to ensure the security, confidentiality, integrity, availability and privacy of the Nonpublic Information in accordance with applicable legal or regulatory requirements and industry practices.  In addition, College Pro will adhere to information security industry standard practices as identified in the National Institute for Standards and Technology Cyber Security Framework (NIST CSF), International Organization for Standardization ISO/IEC 27002, or other equivalent authoritative sources.

2.3 Appropriate Safeguards. Information security safeguards will include: (a) safeguards against the unauthorized destruction, loss, or alteration of Nonpublic Information; (b) safeguards against unauthorized access to Nonpublic Information; and (c) network and internet security procedures, protocols, security gateways and firewalls with respect to Nonpublic Information.

2.4 Physical Security Safeguards. Information security safeguards will include physical safety and security safeguards at any facilities processing Nonpublic Information.  Information Security Safeguards will be at least as rigorous as those procedures in place to protect College Pro’s own Nonpublic Information.

2.5 Use of Client Nonpublic Information in Non-Production Environments. Nonpublic Information from production environments will not be used for non-production purposes (i.e. testing and development) unless the data has been de-identified.  If Nonpublic Information cannot be de-identified, then College Pro will obtain Client’s approval prior to doing so. In addition, if Nonpublic information that cannot be de-identified is to be used for non-production purposes, the following controls will be in place:

  • Log and monitor any access to the data;
  • Use only the minimum amount of data required for testing and development activities
  • Infrastructure components will conform to College Pro’s security baselines

2.6 Secure Code Development. Developers will be trained in and follow secure coding best practices (e.g., OWASP, Microsoft Secure Development Lifecycle).  College Pro will perform application security analysis and testing according to the requirements of an appropriate standard (e.g., OWASP Application Security Verification Standard) prior to software or code delivery.  College Pro will not include in the software any code that weakens the security of the application, including computer viruses, worms, time bombs, back doors, Trojan horses, Easter eggs, or other forms of malicious code.

3. Audit Logs and Reporting. 

3.1 For systems, applications, or processes associated with the access, processing, storage, communication or transmission of Nonpublic Information, College Pro will generate audit logs for all actual or attempted incidents of unauthorized use, access, disclosure, theft, manipulation or reproduction of the Client Content or any Security Breach. 

3.2 Audit logs will be maintained in accordance with College Pro’s record retention obligations or the minimum legal requirements for log retention based on the classification of information in scope. If College Pro’s review of the audit logs reveals reasonable evidence of any unauthorized use, access, disclosure, theft, manipulation, reproduction or Security Breach, College Pro will notify Client and assist or support Client at Client’s request in complying with Client’s notification obligations regarding a Security Breach. 

4. Information Technology Disaster Recovery. 

4.1 College Pro will be responsible for data backups and disaster recovery, which will include, at a minimum, the following:

a. Data backups, regardless of medium, should be stored securely away from the primary data center and accessible at all hours on all days throughout the year;

b. Recovery time objective is fifteen (15) days; and

c. Recovery that supports a recovery point objective is twenty-four (24) hours.

5. Legal Hold/ Regulatory Demand Requirements. College Pro systems and those of any College Pro storage vendor must be able to identify and flag any Client Nonpublic Information subject to Legal Hold/Regulatory Demand.  If Client provides a Legal Hold/Regulatory Demand to College Pro in writing, College Pro will tag and transfer Client Nonpublic Information to Client. 

6. Destruction and Disposal Requirements: 

6.1 College Pro is subject to the following procedures regarding the destruction and disposal of Client Nonpublic Information.

a. Client Nonpublic Information must not be destroyed if subject to a Legal Hold/Regulatory Demand unless the Nonpublic Information was successfully transferred to Client.

b. Client Nonpublic Information must not be destroyed without the Client’s prior written approval.

c. At Client’s written request, College Pro will dispose of media in a manner that ensures the Client Nonpublic Information cannot be reconstructed into a usable format or otherwise subject to unauthorized access, acquisition, use or disclosure in connection with its disposal.

d. Personal information will be purged according to the terms of the DPE.

APPENDIX B to SaaS TERMS Service Level Commitment

The following Service level commitments regarding availability of the Hosted Service apply to the Hosted Service(s), except for College Pro Recruit, College Pro Sell, Scout and Alliance.

1. Service Level Commitment: 99.9% Uptime based on User access

College Pro will use commercially reasonable efforts to make the Hosted Service available with a Monthly Uptime Percentage of at least 99.9% during any month (the “Service Level Commitment”), subject to the SLC Exclusions.

2. Definitions:

“Maintenance” means scheduled Unavailability of the Hosted Service, as announced prior to the Hosted Service becoming Unavailable.

“Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which the Hosted Service was Unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any SLC Exclusion.

“SLC Exclusions” mean the exclusions identified in subsection (c) below.

“Unavailable” and “Unavailability” mean a period of time during which the Service or Client Data is not running or is inaccessible to Client due to College Pro’s fault.

3. SLC Exclusions

The Service Level Commitment does not apply to any outage that results from or is caused by:

i. A suspension or remedial action as described in the SaaS Terms;

ii. Factors outside of College Pro’s reasonable control, including any force majeure event, Internet access, or problems beyond the demarcation point of College Pro’s network;

iii. Any actions or inactions of Client or any third party;

iv. Client’s environment including firewall, network, infrastructure, equipment, software or other technology or of any third party (other than third party equipment within College Pro’s direct control);

v. Failures of the Services not attributable to Unavailability;

vi. Maintenance; or

vii. Emergency maintenance which by its nature protects Client data from damages, loss or exposure.

PRODUCT/SERVICE SPECIFIC TERMS & CONDITIONS – SAAS

These Product/Service Specific Terms and Conditions apply only to the applicable Product/Service and are in addition to the other terms and conditions applying to the COF.  Any conflicts between the applicable terms will be resolved in the following order of priority: (1) Product/Service Specific Terms and Conditions, with respect to the applicable Product(s)/Service(s) only; (2) the SaaS Terms and Conditions; and (3) the General Terms and Conditions. 

I. College Pro ARCHITECT

If the COF includes College Pro Architect the following additional terms and conditions apply to such Service(s), in addition to the General Terms and Conditions and SaaS Terms:

1) Definitions:

a) “Service Support Level” means the Service Support Level selected by Client and set forth on the COF.  Description of the Other Services to be provided based on Service Support Level is located here.

b) “User License” means a license acquired by Client for one Employee to use the Service described herein.

2) Grant of License. Upon the execution of the COF and payment of the Subscription Fee, College Pro grants to Client, and Client purchases from College Pro, a limited, non-exclusive, non-transferable, non-assignable, renewable license to use the College Pro Architect portion of the Hosted Service during the Term and in accordance with the Agreement.  Use of the College Pro Architect Hosted Service is limited to the number of User Licenses purchased by Client.  Client will not use the Services or College Pro Material as the sole basis for any employment action, including hiring or termination relating to any actual or potential Employees. During the Subscription Period client is allowed to: (a) create printed and electronic materials derived from or incorporating the text of the College Pro Material (collectively, the “Derivatives”); (b) reproduce the Derivatives in paper and electronic form; (c) use and provide access to the College Pro Material and Derivatives for the number of Employees listed on the Order Form; and (d) use and display the College Pro Material and Derivatives for Client’s internal business purposes only.  Absent any additional license, neither the College Pro Material nor the Derivatives of the Content Library  may be used in any multi-rater assessment including a 360-degree or other multi-rater feedback instrument; the only feedback use permitted under the Agreement is use of the Derivatives for annual performance appraisal involving the Employee who is the subject of the appraisal and his/her supervisor(s).  Unless otherwise authorized by College Pro in writing, only Client’s Employees may access the Services or utilize the College Pro Material.

3) College Pro will provide a unique password to each user; these are College Pro confidential information and may only be provided to Client Employees. Client is responsible for all activities that occur through the use of password(s) and must notify College Pro of any unauthorized use of which it becomes aware or if any user is no longer employed by Client.

4) College Pro Architect enables users to support the design, maintenance and administration of job analysis and evaluation programs. College Pro Architect requires a subscription to Profile Manager and Content Library.

II. College Pro ASSESS

If the COF includes College Pro Assess, the following additional terms and conditions apply to such Service(s), in addition to the General Terms and Conditions and SaaS Terms:

1) Definitions:

a) “Assessment Period” means the period of time beginning on the Start Date on the COF and continuing for one year. 

b) “Report” means a report provided to Client as part of the Assessment Services.

c) “Service Support Level” means the Service Support Level selected by Client and set forth on the COF.  Description of the Other Services to be provided based on Service Support Level is located here.

2) Assessment Ordering. The number of assessments ordered by Client are set forth on the COF.  The assessment volume may be increased at any time during the Assessment Period by executing another COF or written order by the Client.

3) Assessment Expiration. Client must use all assessments by the end of the Assessment Period.  Client will forfeit, and will not receive a refund or credit for, any unused assessments remaining at the end of the Assessment Period.  Assessments may be utilized by Client only; they may not be transferred to any affiliates or any third parties. Once launched, assessments may not be transferred to another individual.

4) Products and Services. College Pro will provide the Other Services based on the Service Support Level set forth on the COF. 

III. College Pro DIGITAL INTEGRATED SOLUTIONS

If the COF includes any College Pro Digital Integrated Solutions, the following additional terms and conditions apply to such Service(s), in addition to the General Terms and Conditions and SaaS Terms:

1) Definitions:

a) “Participant” means an Employee for whom Client has purchased a User License. 

b) “Program Materials” means participant materials, facilitator materials and other course materials, whether delivered in print or other tangible media or electronically, and all modifications thereto and derivatives thereof.

c) “Programs” means College Pro’s training programs and training services available as part of the Services, including all Program Materials.

d) “Service Support Level” means the Service Support Level applicable to the Service.  Description of the Other Services to be provided based on Service Support Level is located here.

e) “User License” means a license acquired by Client for one Employee to use the Service described herein for up to a 12-month period, or until the end of the COF Term, whichever occurs first.

2) Grant of License. Upon the execution of the COF and payment of the Subscription Fee, College Pro grants to Client, and Client purchases from College Pro, a limited, non-exclusive, non-transferable, non-assignable, renewable license to use the College Pro Advance portion of the Hosted Service during the Term and in accordance with the Agreement.  Use of the College Pro Advance Hosted Service is limited to the number of User Licenses purchased by Client.  Client will not use the Services or College Pro Material as the sole basis for any employment action, including hiring or termination relating to any actual or potential Employees. During the Subscription Period client is allowed to: (i) create printed and electronic materials derived from or incorporating the text of the College Pro Material (collectively, the “Derivatives”); (ii) reproduce the Derivatives in paper and electronic form; (iii) use and provide access to the College Pro Material and Derivatives for the number of Employees listed on the Order Form; and (iv) use and display the College Pro Material and Derivatives for Client’s internal business purposes only.  Absent any additional license, neither the College Pro Material nor the Derivatives may be used in any multi-rater assessment including a 360-degree or other multi-rater feedback instrument; the only feedback use permitted under the Agreement is use of the Derivatives for annual performance appraisal involving the Employee who is the subject of the appraisal and his/her supervisor(s).  Unless otherwise authorized by College Pro in writing, only Employees may access the Services or utilize the College Pro Material.

3) College Pro Digital Integrated Solution Deliverables.  Each Participant will be granted access to the College Pro Advance platform to:

  • Access applicable success profile(s);
  • Complete one assessment per User License;
  • Receive their individual Participant Report from the completed assessment;
  • Complete training Programs in the Participant’s designated learning journey;
  • Review coaching and reinforcement Materials available on the College Pro Advance platform for coaching by Participant’s manager.

4) Optional Services.  Individual coaching sessions with a College Pro coach are available for an additional fee.

5) Cancellation/Rescheduling of Optional Services.  College Pro will schedule and commit personnel and resources to provide the Services.  College Pro understands that Client’s business conditions may change; however, rescheduling or cancelling on short notice impacts College Pro’s business and its ability to provide outstanding service to all of its customers.  Client may reschedule or cancel the provision of Services by paying the following fees in addition to the associated fees for any Services rendered.  These fees are a genuine pre-estimate of College Pro’s losses as a result of such rescheduling or cancellation, and are reflective of the value of the lost bookings for College Pro for the time scheduled and fees which otherwise have been earned by the team leader, team members and other resources, and are not penalties.  If Client fails to provide College Pro with documentation, information, or access to its personnel that impacts College Pro’s ability to meet the completion date or Client otherwise delays the completion date, College Pro reserves the right to charge Client a rescheduling fee as set forth below.  If Client fails to provide College Pro with documentation, information, or access to its personnel that impacts College Pro’s ability to meet the completion date or Client otherwise delays the completion date, College Pro reserves the right to charge client a rescheduling fee as set forth below.

a.  If rescheduling or cancelling more than 20 business days before the scheduled program, meeting or session, Client will pay the Actual Expenses incurred as a result of the rescheduling or cancellation.

b. If rescheduling or cancelling 20 or fewer business days before the scheduled program, meeting or session, cancellation/rescheduling fees will be calculated based on the number of business days’ notice provided as shown in the table below, plus Actual Expenses incurred.

 

Length of Program

Less than 1 day

1-2 days

3-5 days

Notice from Client (business days)

16-20

0

0

25%

11-15

0

25%

50%

6-10

0

50%

75%

3-5

50%

75%

75%

Less than 3

100%

100%

100%

 

c. “Actual Expenses” means amounts College Pro pays to others in anticipation of the Services (e.g., hotels, airlines) that College Pro cannot recover on its termination of the bookings or that College Pro incurs due to changes or cancellations. College Pro will charge Client for costs incurred for any materials College Pro prepares (e.g., for events, workshops, meetings) if the engagement is not rescheduled within two months of the original date.

IV. College Pro PAY

If the COF includes College Pro Pay, the following additional terms and conditions apply to such Service(s), in addition to the General Terms and Conditions and SaaS Terms:

1) Definitions:

a) “Client Data” means a full representation of salary and benefits data for all incumbents in Client’s organization. 

b) “Service Support Level” means the Service Support Level selected by Client and set forth on the COF.  Description of the Other Services to be provided based on Service Support Level is located here.

2) Subscription. The Subscription is limited, non-exclusive, non-transferable, and for Client’s internal use only. All offerings include unlimited access for unlimited users during the Subscription Period. College Pro will provide a unique password to each user; these are College Pro confidential information and may only be provided to Client Employees. Client is responsible for all activities that occur through the use of password(s) and must notify College Pro of any unauthorized use of which it becomes aware or if any user is no longer employed by Client.

3) Service Period. Survey source services included under the Service Support Level of the Pay Data Aggregation tool will begin on the Start Date of the COF and continue for the Term.  Client must use all survey source services purchased under this COF by the end of the Term.  Client will forfeit, and will not receive a refund or credit for any unused survey source services.  Additional survey source services may be purchased separately at any time during the Term by email order.  College Pro will invoice the additional survey source services purchased on a monthly schedule.

4) Client Data.

a) Delivery of College Pro Pay offerings is contingent on timely submission of Client Data to College Pro. During the Term, Client must provide compensation and benefits data to College Pro annually and within 60 days from receiving the data from College Pro, in College Pro’s required format at the level of use (e.g., if a Client subsidiary purchases data to be used throughout the entire company, Client must provide data for the entire company). Submission of Client Data will be in accordance with College Pro’s schedule as communicated to Client. Despite College Pro’s review, the client remains accountable for the accuracy, completeness, and adequacy of their data. Problems, omissions or errors relating to information quality and/or delays in providing such information may result in a delay in the project delivery date, and/or an increase in fees. Client’s failure to submit Client Data is a material breach of the Agreement which gives College Pro the right to terminate access to online products and charge our non-participant rate (3 times the Fees set forth in the COF).

b) Client represents and warrants that it owns Client Data, has the right to provide Client Data to College Pro as contemplated under the Agreement, and Client’s provision of Client Data will not violate any third party’s rights. Client’s Data must not infringe upon the rights of others, must not contain any unlawful content. Client Data must not include any sensitive personal information unless Client has the right to provide such information.

c) Client Data will be treated in accordance with College Pro’s Global Privacy Policy, which is available on College Pro’s website and incorporated into the Agreement by reference. College Pro may archive, manipulate, use and include Client Data in College Pro’s databases and use de-identified data for research, studies, development, benchmarking, statistics, analytics, and to develop, improve, enhance and provide College Pro’s products and services. Processed data is de-identified, aggregated, and published in databases used to create products and services. Client permits College Pro to include Client’s company name as a participant in products and services.

d) College Pro’s use of Client Data as described herein is not prohibited by any confidentiality provisions of the Agreement, any non-disclosure or other Agreement between the Parties.

5) Products and Services. College Pro will provide the Other Services based on the Service Support Level set forth on the COF. 

6) The Data Aggregation price, if applicable, reflects a global subscription and is only available for countries/regions with a corresponding and active College Pro Pay Premium or Total Reward Subscription.  Data Aggregation Service Level prices reflect the fees associated for all survey sources managed on College Pro Pay and must be purchased separately by country.  Only one service level can be purchased per country.

7) College Pro Pay consists of master pay database, Rewards Benchmark, Rewards Health Check, access to the country’s standard and industry report (reports vary by country; reports are not updated during an annual subscription period), and access to the College Pro Pay tool.

8) A Peer Group is a group of organizations selected by Client for use in obtaining relevant remuneration information for that predefined list of organizations. Every Peer Group must contain a minimum of 10 organizations. Client may create up to 20 peer groups per country subscription during the term of this contract.

9) Client will not download, copy, publish, disclose, create derivative works of, disassemble, decompile or otherwise attempt to reverse engineer College Pro Materials, nor will Client permit any other person to do so. Client will not lease, rent, sell, pledge, assign, sublicense, loan or otherwise transfer to any third party any part of the College Pro Materials or any copy thereof. Except as specifically authorized by College Pro in advance in writing, Client may not use the College Pro Materials for any other purpose for itself or for any third party. Client may not pass any data or College Pro Materials to third parties or load data into third party systems until Client and the third party have signed College Pro’s standard non-disclosure agreement.  Client will be liable for all violations of these restrictions by its Employees, subcontractors, or agents.

V. College Pro PROFILE MANAGER

If the COF includes College Pro Profile Manager, the following additional terms and conditions apply to such Service(s), in addition to the General Terms and Conditions and SaaS Terms:

1) Definitions:

a) “Service Support Level” means the Service Support Level selected by Client and set forth on the COF.  Description of the Other Services to be provided based on Service Support Level is located here.

b) “User License” means a license acquired by Client for one Employee to use the Service described herein.

2) Grant of License. Upon the execution of the COF and payment of the Subscription Fee, College Pro grants to Client, and Client purchases from College Pro, a limited, non-exclusive, non-transferable, non-assignable, renewable license to use the College Pro Profile Manager portion of the Hosted Service during the Term and in accordance with the Agreement.  Use of the College Pro Profile Manager Hosted Service is limited to the number of User Licenses purchased by Client.  Client will not use the Services or College Pro Material as the sole basis for any employment action, including hiring or termination relating to any actual or potential Employees. During the Subscription Period client is allowed to: (i) create printed and electronic materials derived from or incorporating the text of the College Pro Material (collectively, the “Derivatives”); (ii) reproduce the Derivatives in paper and electronic form; (iii) use and provide access to the College Pro Material and Derivatives for the number of Employees listed on the Order Form; and (iv) use and display the College Pro Material and Derivatives for Client’s internal business purposes only.  Absent any additional license, neither the College Pro Material nor the Derivatives may be used in any multi-rater assessment including a 360-degree or other multi-rater feedback instrument; the only feedback use permitted under the Agreement is use of the Derivatives for annual performance appraisal involving the Employee who is the subject of the appraisal and his/her supervisor(s).  Unless otherwise authorized by College Pro in writing, only Employees may access the Services or utilize the College Pro Material.

3) College Pro will provide a unique password to each user; these are College Pro confidential information and may only be provided to Client Employees. Client is responsible for all activities that occur through the use of password(s) and must notify College Pro of any unauthorized use of which it becomes aware or if any user is no longer employed by Client. 

VI. College Pro RECRUIT

If the COF includes College Pro Recruit, the following additional terms and conditions apply to such Service(s), in addition to the General Terms and Conditions and SaaS Terms:

1) Definitions:

a) “Active Candidate” means all candidates being sourced from job boards and resume databases.

b) “Passive Candidate” means all candidates being sourced from professional social networks, professional associations, industry-specific networks and databases, etc.

c) “Service Support Level” means the Service Support Level selected by Client and set forth on the COF.  Description of the Other Services to be provided based on Service Support Level is located here.

d) “User License” means a license acquired by Client for one Employee to use the Service described herein.

2) Description of Service.  College Pro Recruit consists of portals that can be used by talent acquisition staff to manage the talent acquisition process. College Pro may embed third party tools and services or access to information obtained from publicly available sources within College Pro Recruit. These tools and services may be changed, replaced or disabled as needed or appropriate to support and enhance the College Pro Recruit, in College Pro’s sole discretion.  Use of College Pro Recruit requires a subscription to College Pro Profile Manager.

3) Grant of License. Upon the execution of the COF and payment of the Subscription Fee, College Pro grants to Client, and Client purchases from College Pro, a limited, non-exclusive, non-transferable, non-assignable, renewable license to use the College Pro Recruit portion of the Hosted Service during the Term and in accordance with the Agreement.  Use of the College Pro Recruit Hosted Service is limited to the number of User Licenses purchased by Client.  Client will not use the Services or College Pro Material as the sole basis for any employment action, including hiring or termination relating to any actual or potential Employees. During the Subscription Period client is allowed to: (i) create printed and electronic materials derived from or incorporating the text of the College Pro Material (collectively, the “Derivatives”); (ii) reproduce the Derivatives in paper and electronic form; (iii) use and provide access to the College Pro Material and Derivatives for the number of Employees listed on the Order Form; and (iv) use and display the College Pro Material and Derivatives for Client’s internal business purposes only.  Absent any additional license, neither the College Pro Material nor the Derivatives may be used in any multi-rater assessment including a 360-degree or other multi-rater feedback instrument; the only feedback use permitted under the Agreement is use of the Derivatives for annual performance appraisal involving the Employee who is the subject of the appraisal and his/her supervisor(s).  Unless otherwise authorized by College Pro in writing, only Employees may access the Services or utilize the College Pro Material.

4) College Pro will provide a unique password to each user; these are College Pro confidential information and may only be provided to Client Employees. Client is responsible for all activities that occur through the use of password(s) and must notify College Pro of any unauthorized use of which it becomes aware or if any user is no longer employed by Client. 

VII.  College Pro SELECT

If the COF includes College Pro Select, the following additional terms and conditions apply to such Service(s), in addition to the General Terms and Conditions and SaaS Terms:

1) Definitions:

a) “Assessment Period” means the period of time beginning on the Start Date on the COF and continuing for one year. 

b) “Report” means a report provided to Client as part of the Assessment Services.

c) “Service Support Level” means the Service Support Level selected by Client and set forth on the COF.  Description of the Other Services to be provided based on Service Support Level is located here.

2) Assessment Ordering. The number of assessments ordered by Client are set forth on the COF.  The assessment volume may be increased at any time during the Assessment Period by executing another COF or written order by the Client.

3) Assessment Expiration. Client must use all assessments by the end of the Assessment Period.  Client will forfeit, and will not receive a refund or credit for, any unused assessments remaining at the end of the Assessment Period.  Assessments may be utilized by Client only; they may not be transferred to any affiliates or any third parties. Once launched, assessments may not be transferred to another individual.

4) Products and Services. College Pro will provide the Other Services based on the Service Support Level set forth on the COF. 

VIII. College Pro SELL

If the COF includes College Pro Sell, the following additional terms and conditions apply to such Service(s), in addition to the General Terms and Conditions and SaaS Terms:

1) Definitions:

a) “Client’s CRM” means the College Pro Sell compatible customer relationship management system Client uses to host College Pro Sell.

b) “College Pro Sell” means College Pro’s proprietary application that Participants may use via Client’s CRM.

c) “Participant” means an Employee for whom Client has purchased a User License. 

d) “Programs” means College Pro’s training programs and training services available as part of the Services, including all Program Materials.

e) “Program Materials” means participant materials, facilitator materials and other course materials, whether delivered in print or other tangible media or electronically, and all modifications thereto and derivatives thereof.

f) “Service Support Level” means the Service Support Level applicable to the Service.  The Other Services to be provided based on Service Support Level are described here.

g) “User License” means a license purchased by Client for one Employee to use the Services during the Subscription Period.

2) College Pro Sell and Learning Library Description. Each Participant may access College Pro Sell via Client’s CRM to input and review data for Client’s internal business purposes. Each College Pro Sell User License must be paired with a College Pro Sell Learning Library License or College Pro Digital Integrated Solutions User License in order for Participants to access digital content related to College Pro Sell via College Pro’s College Pro Learn platform (“Learning Library”). Terms applicable to the Integrated Solutions, if applicable, are located here. Access to the Learning Library may not be shared or reassigned after a Participant has accessed the Learning Library.

3)  Grant of License. Subject to Client’s timely payment of applicable fees, College Pro grants to Client, and Client purchases from College Pro, a limited, non-exclusive, non-transferable, non-assignable, renewable license to use College Pro Sell during the Subscription Period and in accordance with this SOW (the “College Pro Sell License”). Use of College Pro Sell is limited to the number of User Licenses purchased by Client.  During the Subscription Period, Client may: (a) create printed and electronic materials derived from or incorporating the text of the College Pro Materials (collectively, the “Derivatives”); (b) reproduce the Derivatives in paper and electronic form; (c) use and provide access to the College Pro Materials and Derivatives for the number of Employees with User Licenses; and (d) use and display the College Pro Materials and Derivatives for Client’s internal business purposes only.  Except as the Parties otherwise agree in writing, Client may not use the College Pro Materials or the Derivatives in any multi-rater assessment including a 360-degree or other multi-rater feedback instrument; the only feedback use permitted under this SOW is use of the Derivatives for annual performance appraisal involving the Employee who is the subject of the appraisal and his/her supervisor(s). Unless College Pro otherwise authorizes in writing, only Employees may access the Services or utilize the College Pro Materials or Derivatives.

4) Data Security and Service Level Commitment.  Notwithstanding anything to the contrary in the SaaS Terms, the Data Security Provisions (Appendix A to SaaS Terms) and Service Level Commitment (Appendix B to SaaS Terms) do not apply to College Pro Sell.  Data security and service level (e.g. uptime) commitments, will be governed by Client’s agreement with Client’s CRM provider.

5) Data Usage and Storage.

a) Personal Data. Participants may access other Hosted Services as part of their User License, including access to eLearning Programs.  Access to such Programs will require sharing of certain Personal Data with College Pro’s third party Learning Management System (“LMS”) provider(s).  Such Personal Data may include username, email address, first and last name.  Personal Data will be processed and protected in accordance with the Appendix A to SaaS Terms (Data Security Provisions), and the DPE, attached as Exhibit A to the General Terms and Conditions.

 b) Data Reporting from Client.  College Pro may request that Client run and provide College Pro reports from College Pro Sell in order to provide certain services to Client.  Such reports may include opportunity owner name and statistical data such as usage, success rates, opportunity status information including updates and position, successful actions, aggregated win/loss percentages, position analysis and other data.  This information may be used by College Pro to assist Client with adoption, reinforcement, analyzing ROI, tracking progress and change management, or in periodic review meetings as agreed by the Parties.  Client’s decision to not provide requested reports to College Pro may hinder College Pro’s ability to provide certain consulting services and assistance with College Pro Sell.

c)     Usage Data. College Pro may access data made available by Client’s CRM provider regarding usage including access, frequency of use, trends, feature adoption and similar data.  College Pro may use such data to provide the Services and for product development and improvement. 

d) Client Content Backup. Client is responsible for maintaining, backing up, retaining and exporting Client Content retained in College Pro Sell, in accordance with the terms and resources available in Client’s CRM.

e) For Salesforce (“SFDC”) users, the following applies:

  • SFDC has no obligation to retain any Client Content that is stored in custom fields made available to Client as part of the College Pro Sell application (“Custom Fields”) following the termination of the College Pro Sell License. Client may request a copy of its Client Content prior to such termination, in which case SFDC will make the Client Content available to Client in accordance with the Documentation for the applicable SFDC Service.

f) Client represents and warrants that: (i) it owns Client Content; (ii) it has the right to provide Client Content to College Pro as contemplated under this Agreement; (iii) Client’s provision of Client Content will not violate any third party’s rights; (iv) Client Content does not contain any unlawful content; and (v) Client Content does not include any sensitive personal information unless Client has the right to provide such information.

6) Service and Support.  Client must contact College Pro for technical support for College Pro Sell prior to contacting Client’s CRM provider. 

a) College Pro will provide support to Client’s CRM administrator through the Global Support Team Monday through Friday 9 am – 5 pm US ET except College Pro Holidays.  Client’s CRM administrator(s) will be responsible for providing direct support to Client Participants. 

b) Issues should be reported by the Client’s CRM administrator to the Global Support Team via email.  The Global Support Team will respond to inquiries for support within one (1) business day.  The Global Support Team will have access to College Pro Sell Subject Matter Experts within global support and the College Pro software development team should issues require escalation for additional troubleshooting and resolution. All support services will be provided in English.  College Pro will provide the Global Support contact email to Client upon engagement launch.

c) College Pro may require access to Client’s CRM or the application to provide application level support.  If Client declines to give such access, College Pro’s ability to provide application level support may be limited.

7)  Client Obligations.  Client represents and warrants that it has an active agreement with Client’s CRM provider that includes all rights necessary to use Client’s CRM, and that entering into this SOW will not breach any agreement to which Client is a party. Client will provide all information necessary for College Pro to provide the Services, which may include but is not limited to Org ID or other account information for Client’s CRM.

8) Term and Termination.  This Section 8 of these Product Specific Terms apply to College Pro Sell in lieu of Section 6 (Term and Termination) of the SaaS Terms.

a) The College Pro Sell subscription begins on the Start Date set forth on the COF and continues until the End Date on the COF (the “Initial Term”).  Thereafter, subscriptions will automatically renew for additional one year terms (each a “Renewal Term”) at College Pro’s then-current rates unless either Party provides written notice of termination at least sixty (60) days prior to the expiration of the then-current term.  The Initial Term and Renewal Term(s) are collectively the “Subscription Period”.  Client’s termination notice must include written verification, executed by a corporate officer, that all College Pro Materials and Derivatives: (i) are no longer being used by Client; and (ii) have been destroyed in accordance with the Agreement.  Client is responsible for all Fees due until the effective date of termination. 

b) Additional User Licenses.  Client may request additional User Licenses during the Subscription Period in writing (email or change order).  Following College Pro’s written confirmation (email confirmation for email orders, or countersigned change order) of the request, College Pro will invoice Client the applicable Fee.  Additional User Licenses will be invoiced in an amount pro-rated for the remainder of the current Term. Additional User Licenses will be activated upon Client’s placing an order, and access will be granted for the remainder of the then current Term and will renew concurrently with the other User Licenses

c) Except as set forth in Section 8(d) (Termination of CRM Provider Relationship) below or if Client terminates due to College Pro’s uncured material breach of the Agreement, fees are non-contingent, non-transferable, and non-refundable. Client will not be entitled to receive any refund or credit for Services not utilized during the Subscription Period.   

d) Termination of CRM Provider Relationship.  

i) If Client’s access to Client’s CRM is suspended by the Client’s CRM provider for any reason, the College Pro Sell License and right to access College Pro Sell will be suspended immediately for the same duration.  If Client’s agreement with Client’s CRM provider terminates or expires for any reason, the College Pro Sell License will terminate simultaneously with termination of Client’s right to use Client’s CRM.  Suspension or termination of Client’s CRM agreement will not create any liability of College Pro or Client’s CRM provider for any refund or damages.

ii) If Client’s CRM provider terminates its agreement with College Pro (if applicable), or otherwise no longer permits the use of College Pro Sell on its platform, College Pro may terminate the College Pro Sell License upon 15 days written notice. 

iii) If College Pro and Client’s CRM provider mutually agree to discontinue College Pro Sell via the Client’s CRM, College Pro may terminate the College Pro Sell License upon 60 days written notice. 

iv) If the College Pro Sell License is terminated under Section 8(c)(i), Client will not be entitled to receive any credit or refund of prepaid Fees for the remaining, unused portion of the Subscription Period. 

v) If the College Pro Sell License is terminated under Section 8(c)(ii) or 8(c)(iii), College Pro will, as Client’s sole and exclusive remedy, provide a pro-rated refund for the unused portion of the Subscription Period.

d) Effects of Termination. Upon the termination or expiration of the College Pro Sell License or the Agreement as a whole, for any reason: (i) Client and Participants may not access the College Pro Sell Service or related Hosted Service; and (ii) all amounts owed to College Pro under the Agreement will become immediately due and payable. The following provisions of the SaaS Terms will survive any termination of the Agreement: 2.3 (Proprietary Rights), 3 (Data), 4 (Fees).

9) Cancellation/Rescheduling of Optional Services.  College Pro will schedule and commit personnel and resources to provide the Services.  College Pro understands that Client’s business conditions may change; however, rescheduling or cancelling on short notice impacts College Pro’s business and its ability to provide outstanding service to all of its customers.  Client may reschedule or cancel the provision of Services by paying the following fees in addition to the associated fees for any Services rendered.  These fees are a genuine pre-estimate of College Pro’s losses as a result of such rescheduling or cancellation, and are reflective of the value of the lost bookings for College Pro for the time scheduled and fees which otherwise have been earned by the team leader, team members and other resources, and are not penalties.  If Client fails to provide College Pro with documentation, information, or access to its personnel that impacts College Pro’s ability to meet the completion date or Client otherwise delays the completion date, College Pro reserves the right to charge Client a rescheduling fee as set forth below.  If Client fails to provide College Pro with documentation, information, or access to its personnel that impacts College Pro’s ability to meet the completion date or Client otherwise delays the completion date, College Pro reserves the right to charge Client a rescheduling fee as set forth below.

a)  If rescheduling or cancelling more than 20 business days before the scheduled program, meeting or session, Client will pay the Actual Expenses incurred as a result of the rescheduling or cancellation.

b) If rescheduling or cancelling 20 or fewer business days before the scheduled program, meeting or session, cancellation/rescheduling fees will be calculated based on the number of business days’ notice provided as shown in the table below, plus Actual Expenses incurred.

 

Length of Program

Less than 1 day

1-2 days

3-5 days

Notice from Client (business days)

16-20

0

0

25%

11-15

0

25%

50%

6-10

0

50%

75%

3-5

50%

75%

75%

Less than 3

100%

100%

100%

 

c) “Actual Expenses” means amounts College Pro pays to others in anticipation of the Services (e.g., hotels, airlines) that College Pro cannot recover on its termination of the bookings or that College Pro incurs due to changes or cancellations.  College Pro will charge Client for costs incurred for any materials College Pro prepares (e.g., for events, workshops, meetings) if the engagement is not rescheduled within two months of the original date.

IX. SCOUT

If the COF includes Scout, the following additional terms and conditions apply to such Service(s), in addition to the General Terms and Conditions and SaaS Terms:

1. Definitions:

a) “Service Support Level” means the Service Support Level selected by Client and set forth on the COF.  Description of the Other Services to be provided based on Service Support Level is located here.

b) “User License” means a license acquired by Client for one Employee to use the Service described herein.

2. Grant of License.  Upon the execution of the COF and payment of the Subscription Fee, College Pro grants to Client, and Client purchases from College Pro, a limited, non-exclusive, non-transferable, non-assignable, renewable license to use the Scout portion of the Hosted Service during the Term and in accordance with the Agreement. Use of the Scout Hosted Service is limited to the number of User Licenses purchased by Client. Client will not use the Services or College Pro Material as the sole basis for any employment action, including hiring or termination relating to any actual or potential Employees. During the Subscription Period client is allowed to: (a) create printed and electronic materials derived from or incorporating the text of the College Pro Material (collectively, the “Derivatives”); (b) reproduce the Derivatives in paper and electronic form; (c) use and provide access to the College Pro Material and Derivatives for the number of Employees listed on the Order Form; and (d) use and display the College Pro Material and Derivatives for Client’s internal business purposes only. Absent any additional license, neither the College Pro Material nor the Derivatives of the Content Library may be used in any multi-rater assessment including a 360-degree or other multi-rater feedback instrument; the only feedback use permitted under the Agreement is use of the Derivatives for annual performance appraisal involving the Employee who is the subject of the appraisal and his/her supervisor(s).  Unless otherwise authorized by College Pro in writing, only Client’s Employees may access the Services or utilize the College Pro Material.

3. Each user will have a unique password; these are College Pro confidential information and may only be provided to Client Employees. Client is responsible for all activities that occur through the use of password(s) and must notify College Pro of any unauthorized use of which it becomes aware or if any user is no longer employed by Client.

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