If Licensee has chosen Self 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 Application Infrastructure Hosting Services according to the quantity indicated on the applicable Order and Pricing Schedule.
2. Services
During the 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:
2.1 Level 2 Technical Support. Infinite Campus will provide Application Infrastructure Support (“AIS”) services for Licensee resources that are responsible for Level 1 support of equipment, network components, and hardware that supports the architecture outlined in figure 1, (the “Infrastructure”) under the following terms:
a) Infinite Campus personnel shall be normally available either via phone or via e-mail Monday through Friday, 8:00 a.m. to 5:00 p.m., Central Time.
b) Licensee shall identify two (2) people who shall be authorized to contact Infinite Campus for AIS services. Licensee shall provide Infinite Campus with a written list of such authorized personnel within thirty (30) days of the execution of this Agreement. Licensee further agrees to keep Infinite Campus informed of changes made to this authorization list as they take place and that authorized personnel share proficiency in database management, application server management and network management. Infinite Campus, at its sole discretion, may modify the technical proficiency requirements of Authorized Contact Personnel.
c) AIS services are provided to one (1) application instance and one (1) database instance. Infinite Campus and Licensee will identify the one supported instance (typically a Staging or Testing environment). AIS services are provided specifically as it relates to the operation of the Products on the Infrastructure.
2.2 Application Update Services. Infinite Campus will deliver Product upgrades, updates, and patches that apply to the supported environment as defined in Section 2.1(c).
2.3 Disaster Services. In the event of the failure of the Licensee infrastructure, Infinite Campus shall be capable of providing remote emergency Application Hosting Services under the following terms:
a) Emergency Application Hosting Services will be made available within seventy-two (72) hours of a formal, written request being received.
b) Licensee must provide the database instance to be used and is responsible for the migration of any new data back into the Production environment once the Infrastructure is restored to operational conditions.
c) Emergency Application Hosting Services are intended to allow core business processes (for example, recording attendance) to continue uninterrupted in the event of a failure of the Infrastructure. It is not intended to replace all service provided by the Infrastructure.
2.4 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. Access to System
In order to provide Included Services, Licensee will provide the following access, restricted to Infinite Campus’ and/or Infinite Campus’ authorized service provider’s Class C IP address range:
a) MS Remote Desktop Access on port 3389;
b) http access on port 80;
c) https access on port 443; and
d) Campus administration (backups and updates) on port 4329 out from the supported environment as defined in Section 2.1(c).
4. Change Management
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 resources and in implementing application patches and Upgrades (collectively “Change Events”). Those Change Management Procedures will in all cases provide for the following:
a) advance notification to the Licensee of the Change Event, its nature and expected timetable;
b) written notice of application changes and modifications to screens or code;
c) pre-testing of changes, including any modifications to screen or code in Infinite Campus or Licensee non-Production environments; and
d) coordination of the implementation of the Change Event with the Licensee.
5. Proprietary Rights
5.1 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 (the “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 Application Infrastructure Services.
5.2 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.
5.3 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.
5.4 Ownership of Licensee Content. Infinite Campus acknowledges that the Licensee Content is owned solely by the Licensee. Following termination of this Agreement, Licensee shall remove or request that the Infinite Campus remove on a fee-for-service basis, all Licensee Content from Infinite Campus Products and thereafter expunge all copies of the Infinite Campus Products from its computer(s) and server(s) and provide a certificate of an officer of Licensee confirming compliance with the same.
5.5 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.
6. 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.
7. Hold Harmless
Licensee will defend, hold harmless, and indemnify 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: 2021-07-01
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