If Licensee has chosen Cloud Hosting, then the following terms apply:
1. Initial Term and Fees
Upon the Start Date indicated on the applicable Order and Pricing Schedule, Infinite Campus shall provide Licensee with the Infinite Campus Cloud Hosting Services, according to the quantity indicated on the applicable Order and Pricing Schedule.
2. Services
During each term of the Agreement, and subject to payment of the fees for the Infinite Campus Products and the fees for the Infinite Campus Services, Infinite Campus shall provide the following services (the “Cloud Hosting Services” or the “Cloud Choice Hosting Services”) to Licensee:
2.1 Included Services.
a) Infinite Campus shall provide remote access to a digital information processing, transmission, and storage system (the “System Hardware”) enabling Licensee to perform operations using a single, Production instance of the Infinite Campus Products. Computing hardware, system software, database software, and database storage shall be located at Infinite Campus’ facilities.
b) Infinite Campus will provide all additional required middleware and software necessary for the Product (“Middleware”), including installation and licensing of Window OS, Windows SQL Server, Apache Tomcat, Java, drivers, and SSL certificate(s).
c) In accessing Middleware, Licensee may use software and related documentation developed and owned by Microsoft Corporation or its licensors (collectively, the “Microsoft Software”). If Licensee chooses to use the Microsoft Software, Microsoft and its licensors require that Licensee agree to these additional terms and conditions:
· The Microsoft Software is neither sold nor distributed to Licensee and Licensee may use it solely in conjunction with the Infinite Campus Services.
· Licensee may not transfer or use the Microsoft Software outside the Infinite Campus Services.
· Licensee may not remove, modify, or obscure any copyright, trademark or other proprietary rights notices that are contained in or on the Microsoft Software.
· Licensee may not reverse engineer, decompile or disassemble the Microsoft Software, except to the extent expressly permitted by applicable law.
· Microsoft disclaims, to the extent permitted by applicable law, all warranties by Microsoft and any liability by Microsoft or its suppliers for any damages, whether direct, indirect, or consequential, arising from the Services.
· Microsoft is not responsible for providing any support in connection with the Infinite Campus Services. Do not contact Microsoft for support.
d) Infinite Campus will support the Infinite Campus Products through implementation of vendor-provided modifications including remedial “Patches” addressing reported performance or functionality problems, and “Updates” or “Upgrades” consisting of a new releases or versions of the Infinite Campus Products or supporting Middleware issued by the vendor. Infinite Campus will implement Patches, Updates and Upgrades in accordance with the Change Management Section set forth herein. Infinite Campus is responsible for procuring and administering vendor-provided maintenance for any Middleware or Product supplied by Infinite Campus.
e) Infinite Campus shall create and maintain a backup plan whereby Licensee Content is backed up. Infinite Campus shall retrieve each business day an electronic backup of the Licensee Content, as defined below, for the purpose of archival storage in the case of Disaster Recovery.
f) Infinite Campus shall maintain backup servers and data communications connections to such servers and maintain backups of Licensee Content on such backup servers such that Infinite Campus shall be capable of providing Cloud Hosting Services on and from such backup servers within twenty-four (24) hours of any catastrophic disruption of Cloud Hosting Services (“Disaster Recovery”).
g) Infinite Campus will provide ODBC access to one (1) designated employee of the Licensee, upon completion of the ODBC Access Request Form. Additional access may be granted in the sole discretion of Infinite Campus. Infinite Campus reserves the right not to provide ODBC access in the event Infinite Campus believes it will be used by a competitor of Infinite Campus.
h) If Licensee selects and pays for Cloud Choice Hosting Services, in addition to the single “Production” system environment, Infinite Campus will provide an additional test and training environment (“Staging”) for the purpose of testing upcoming updates or code changes, training end users in a non-Production environment and other non-Production uses upon the request of the Licensee.
2.2 Excluded Services.
a) Support of Client desktop computers;
b) Support or diagnosis of Local Area Network connectivity; and
c) Local Area Network device configuration such as proxy servers.
3. Use and Availability of Services
3.1 Subject to the terms and conditions of this Agreement, Infinite Campus shall use reasonable commercial efforts to provide the Cloud Hosting Services for twenty-four (24) hours a day, seven (7) days a week, throughout the term of the Agreement.
3.2 Licensee agrees that from time to time the Infinite Campus Services may be inaccessible or inoperable for various reasons, including: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Infinite Campus may undertake from time to time; or (iii) causes beyond the control of Infinite Campus or which are not reasonably foreseeable by Infinite Campus, including interruption or failure of telecommunications or digital transmission links, hostile network attacks, network congestion, or other failures (collectively “Downtime”).
3.3 Infinite Campus shall provide twenty-four (24) hour advance notice to Licensee in the event of any scheduled Downtime.
3.4 Licensee’s use of Infinite Campus servers are limited to running Infinite Campus products. Production database and application servers shall not be used by Licensee for purposes other than providing end-user access to Infinite Campus products.
4. Security
Infinite Campus shall operate and maintain the System Hardware in good working order with access restricted to authorized employees of Infinite Campus and persons specifically designated by Licensee. Infinite Campus shall maintain systems consistent with security controls as described in the National Institute of Standards and Technology (NIST) Standards Publication (SP) 800-26, Security Self-Assessment Guide for Information Technology Systems. Infinite Campus shall undertake to perform reasonable measures to ensure the security, confidentiality and integrity of all Licensee Content and other proprietary information transmitted through or stored on the System including:
a) firewall protection of the Remote Data Center;
b) maintenance of independent archival and backup copies of the Infinite Campus Products and Licensee Content; and
c) protection from network attack or other malicious harmful or disabling data, work, code, or program.
5. Change Management
5.1 For all Production environments, Infinite Campus will follow “Change Management Procedures” in completing changes in the Products or product release levels used in the Service and in implementing Patches and Upgrades (collectively “Change Events”).
a) Change Management Procedures will in all cases provide for the following:
i. advance notification to the Licensee of the Change Event, its nature and expected timetable;
ii. pre-testing of changes in Infinite Campus or Licensee non-Production testing environments; and
iii. coordination of the implementation of the Change Event with the Licensee.
b) Licensee selecting Standard Cloud Hosting Services will receive Updates Change Events made available by Infinite Campus which shall be applied with thirty (30) days of its general availability at such a date determined solely by the Infinite Campus. Licensee selecting Cloud Choice Hosting Services may coordinate the Update Change Event date with Infinite Campus.
6. Licensee Proprietary Rights
6.1 Licensee Content. Licensee shall be solely responsible for providing, updating, uploading and maintaining the Site and any and all files, pages, data, works, information and/or materials on, within, displayed, linked or transmitted to, from or through the Site, including without limitation, trade or service marks, images, photographs, illustrations, graphics, audio clips, video clips, e-mail or other messages, metatags, domain names, software and text ( “Licensee Content”). The Licensee Content shall also include any registered domain names provided by Licensee or registered on behalf of Licensee in connection with the Cloud Hosting Services.
6.2 Use for Performance. In consideration of Infinite Campus’ satisfactory performance of all obligations of this Agreement, for the term of the Agreement, Licensee grants to Infinite Campus a nonexclusive, worldwide, royalty-free right to use, copy, display, and transmit, on and via the Internet, the Licensee Content, solely for the benefit of Licensee and in accordance with Infinite Campus’ performance or enforcement of this Agreement. Nothing herein, however, prohibits Infinite Campus from continuing to possess and use any reports or other data generated by the Infinite Campus Products or Infinite Campus Services regarding traffic flow, feature use, system loads, product installation, and/or similar information.
6.3 Alterations. Except as provided herein, in the Agreement, or by law, Infinite Campus may not alter, modify, change, remove or disable access to all or any portion of the Site or Licensee Content stored on the Server.
6.4 Ownership of Licensee Content. Infinite Campus acknowledges that the Licensee Content is owned solely by the Licensee. Within five (5) days of any termination of the Agreement, Licensee shall remove or request that the Infinite Campus remove on a fee-for-service basis all Licensee Content from Infinite Campus Products.
6.5 Assurance of Licensee. Licensee warrants that the Site and Licensee Content do not and shall not contain any content, materials, data, work, trade or service mark, trade name, link, advertising or services that violate any applicable law or regulation or infringe or misappropriate any proprietary, intellectual property, contract or tort right of any person; and Licensee owns the Licensee Content and all proprietary or intellectual property rights therein, or has express written authorization from the owner to copy, use and display the Licensee Content on and within the Site.
6.6 Disclosure. Infinite Campus may not disclose Licensee Content to any third party except: (i) its employees, consultants, and subcontractors who need access to such information and solely for purposes of providing services to Licensee under the Agreement, provided that such recipients are bound by confidentiality provisions no less restrictive than those set out in the Agreement; (ii) to the extent it was already capable of being known by or in the possession of the third party without restriction on use or disclosure; or (iii) to the extent compelled to do so by court order or lawfully issued subpoena from any court of competent jurisdiction, provided that Infinite Campus shall provide immediate notification, along with a copy thereof, to Licensee prior to releasing the requested data or information, if allowed by law or judicial and/or administrative order/subpoena.
7. Hold Harmless. Licensee will defend and hold harmless Infinite Campus against any claim or threat of claim brought by a third party against Infinite Campus to the extent based on an allegation that Licensee Content infringes any U.S. patent, copyright, trademark, trade secret or other proprietary right.
Version: 2023-12-18
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