Colleague AI Sales Agreement
This Sales Agreement (the “Agreement”) is entered into as of the effective date of execution, by and between School/District (“Customer”) and Hensun Innovation LLC DBA Colleague AI (“Company”). The Customer and the Company are collectively referred to as the “Parties.” This Agreement sets forth the terms and conditions under which the Company will provide its educational technology services to the Customer.
1. Definitions
For the purposes of this Agreement, the following terms shall have the meanings set forth below:
- “Software” refers to the proprietary educational technology platform developed and owned by the Company, including all updates, enhancements, and related documentation.
- “Authorized Users” means individuals who are granted access to the Software under the terms of this Agreement, as designated by the Customer.
- “Confidential Information” means any non-public information disclosed by one Party to the other, including but not limited to business operations, technical data, trade secrets, customer lists, pricing, and software code.
- “Service Plan” refers to the selected package of services, features, and support levels as outlined in Pricing Proposal.
2. Contract Details
2.1 Effective Date: This Agreement shall become effective as of the date on which both Parties have duly executed this contract.
2.2 Duration: The initial term of this Agreement shall be three years, commencing on the Effective Date.
2.3 Renewal: The initial term of this Agreement shall automatically renew for an additional one (1) year term, unless the Customer provides written notice of non-renewal to the Company not less than sixty (60) days prior to the expiration of the then-current term. The Colleague AI shall
provide the Customer with the renewal costs, including any noted annual increase (“Uplift”), approximately ninety (90) days prior to the Renewal Term commencement date. The Customer may request the renewal costs at an earlier date if desired.
The renewal invoice shall be issued up to thirty (30) days prior to the Renewal Term commencement date, and payment shall be due net thirty (30) days following the Renewal Term commencement date. Notwithstanding the foregoing, if the Customer requires board approval that conflicts with the aforementioned dates, the Customer shall provide the Company with
written notice not less than sixty (60) days prior to the expiration of the then-current term, indicating that renewal is pending and providing the scheduled board date.
2.4 Termination Notice: Either party may terminate this Agreement with 60 days’ written notice. If termination occurs before the end of the term, the early termination fees described in Section 4.4 below may apply.
3. Services Provided
3.1 Scope: Company agrees to provide educational technology services, including but not limited to software access, instructional tools, analytics, and technical support, as specified in the selected service package.
3.2 Software and Licensing: Customer will receive access to Colleague AI’s proprietary software, along with necessary licenses for authorized users.
3.3 Implementation & Training: Company will provide initial setup and integration with school systems for designated staff, as specified in the selected service package.
3.4 Ongoing Support: Company will offer ongoing customer support as per the chosen service plan.
4. Compensation
4.1 Payment: Customer agrees to pay Company the total amount for the agreed-upon services. The Pricing Proposal sets forth the comprehensive pricing structure, detailing all applicable fees, charges, and payment terms under this Agreement.
4.2 Payment Schedule: Payments shall be made in accordance with the following schedule:
- Unless otherwise specified on the pricing quote, payment for implementation and annual licensing shall be invoiced at the start of the contract term and shall be due within thirty (30) days of the invoice date.
- For multi-year agreements, payment may be made on an annual basis or, where permissible under the purchaser’s fiscal or procurement policies, paid in full at the beginning of the contract term.
- Renewal invoices shall be issued at least thirty (30) days prior to the renewal date, and payment shall be due within thirty (30) days of the renewal date.
Alternatively, both parties may adhere to mutually agreed-upon alternative payment schedules, as specified in the Pricing Proposal: Pricing and Payment Terms.
4.3 Late Payments: If payment is not received within 30 days after the due date, a late fee of 1.5% per month may apply. Provider reserves the right to suspend access until payment is received.
4.4 Early Termination: Customer may terminate this Agreement upon sixty (60) days’ prior written notice to the Company. Upon such termination, Customer shall pay for all services rendered and fees incurred through the effective date of termination. All prepaid subscription fees for the then-current contract year are non-refundable, and Customer shall not be entitled to any refund for any unused or unexpired portion of the term, except as required by applicable law.
Multi-Year Agreements. If this Agreement includes a multi-year pricing commitment, Customer’s obligation to pay fees applies only to the then-current contract year. In the event Customer elects not to continue the Agreement into a subsequent contract year (e.g., Year 2 or Year 3), no early termination fee shall apply, and Customer shall have no obligation to pay subscription fees for any future contract year.
Notwithstanding the foregoing, all implementation, onboarding, and professional development fees applicable to the multi-year scope shall be deemed earned upon payment and non-refundable.
5. Data Privacy & Compliance
5.1 FERPA & COPPA Compliance: Company will comply with the Family Educational Rights and Privacy Act (FERPA) and the Children’s Online Privacy Protection Act (COPPA) to protect student data.
5.2 Data Ownership: Customer retains ownership of all student and school data. The Company will act solely as a service provider.
5.3 Data and System Security: Company will implement industry-standard encryption and security protocols to protect Customer data. The most current and complete version of the Company’s Data and System Security Policy is available upon request for reference.
5.4. Data Retention & Deletion: Upon termination, Company will retain Customer data for 90 days before permanent deletion.
Upon termination, the Customer can request for data download and migration services according to the Company’s Technical Consulting Fee to be mutually agreed between the Parties.
5.5 Data Breach Notification & Liability: In the event of an unauthorized access or data breach affecting Customer data, the Company shall: (i) Notify the Customer within 72 hours of becoming aware of the breach; (ii) Cooperate with the Customer to investigate and mitigate the impact of the breach; and (iii) Provide a report outlining the nature of the breach, affected data,
and remedial actions taken. The Company’s liability for data breaches shall be limited to reasonable costs of investigation, remediation, and regulatory compliance, but shall not include indirect or consequential damages unless caused by gross negligence or willful misconduct. Similarly, in the event that the Customer becomes aware of a data breach, security incident, or unauthorized access involving any third-party system, vendor, or service provider that is integrated with or transmits data to the Company’s Software (including but not limited to Student Information Systems such as PowerSchool), the Customer shall (i) Notify the Company in writing within 24 hours of discovering the breach; (ii) Provide all relevant details, including the nature of the breach, affected data, and any remediation efforts and (iii) Cooperate with the Company to assess any impact on the Software and take necessary precautions.
5.6 Data Ownership & Usage: The Customer retains full ownership of all data submitted to or generated by the Software. The Company may process this data solely for the purpose of delivering services, including generating responses and providing functionality as intended. Additionally, the Company may use anonymized and aggregated data for internal research, analytics, and service improvements, provided that such data cannot be used to identify the Customer, its students, or any individual users.
6. Service Levels & Support
6.1 Uptime Commitment: Company guarantees a minimum of 99.5% uptime, except for scheduled maintenance and unforeseen events.
6.2 Support Tiers: Customer may access support based on the chosen service plan. The details about the service plan are included in the Pricing Proposal.
6.3 Training Tiers: Customer may access training based on the chosen service plan. The details about the service are included in the Pricing Proposal.
6.4 Issue Response Time: The Company shall address technical issues in accordance with assigned priority levels, determined by a combination of impact and urgency. The most current and complete version of the Company’s Service Level Agreement is available upon request for reference.
7. Limited Warranties
7.1 Warranty of Service: The Company warrants that the Software and related services provided under this Agreement will: (i) Perform substantially in accordance with the documentation provided to the Customer; (ii) Be provided in a professional and workmanlike manner, consistent with industry standards; and (iii) Remain free from material defects that substantially impair functionality during the term of the Agreement.
7.2 Warranty Limitations: The foregoing warranty shall not apply if: (i) The Software is modified or altered by the Customer or any third party without the Company’s prior written
approval; or (ii) The issue results from misuse, negligence, or unauthorized use by the Customer; or (iii) The failure is caused by external factors such as internet disruptions, hardware malfunctions, or third-party integrations not provided by the Company.
7.3 Exclusive Remedy: If the Software fails to conform to the limited warranty above, the Company’s sole obligation and the Customer’s exclusive remedy shall be the correction or repair of the defective Software at no additional cost. If repair is not commercially reasonable, the Company may terminate the Agreement and refund any prepaid but unused fees for the affected period.
7.4 Disclaimer: EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
8. General Provisions
8.1 Confidentiality: Both Parties agree to maintain the confidentiality of all proprietary, sensitive, and non-public information disclosed in connection with this Agreement. Neither Party shall disclose, disseminate, or use such information for any purpose other than the performance of its obligations under this Agreement, except as required by law or with prior written consent from the disclosing Party.
8.2 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of law principles. Any disputes arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Washington.
8.3 Limitations on Liability: Except for liabilities arising from gross negligence, willful misconduct, or breach of confidentiality, neither Party shall be liable for indirect, incidental, or consequential damages, including but not limited to loss of profits, revenue, or data. The total liability of the Company under this Agreement shall not exceed the total fees paid by the Customer in the 12 months preceding the claim. Additionally, the Customer acknowledges that students using the Software may post messages related to self-harm, stress, or other concerning behaviors. In such cases, the Company may notify the Customer upon becoming aware of such content. However, the Company shall not be responsible for monitoring, assessing, or responding to such messages and shall not be liable for failing to detect the existence of such a message. The Customer retains sole responsibility for any necessary follow-up actions, interventions, or duty-of-care obligations, and the Company shall not be liable for any consequences, harm, or damages resulting from such messages or the Customer’s response to them.
8.4 Indemnification:
By the Company: The Company shall indemnify and defend the Customer against any third-party claims that the Software infringes any intellectual property rights, provided the Customer: (i) Notifies the Company promptly of such claims; (ii) Allows the Company to control the defense and settlement; and (iii) Cooperates in the defense.
By the Customer: The Customer shall indemnify and defend the Company against claims arising from misuse of the Software, unauthorized disclosures of login credentials, or violations of applicable laws or regulations.
8.5 Insurance. Colleague AI shall procure and maintain for the duration of the agreement Commercial General Liability Insurance, with limits not less than $2,000,000 per occurrence or claim and $5,000,000 general aggregate.
8.6 Prohibition on Reverse Engineering: The Customer shall not, and shall not permit any third party to: (i) Decompile, disassemble, or reverse engineer the Software, its source code, algorithms, or underlying structure; (ii) Attempt to derive or access the source code by any means, except as expressly permitted by applicable law; (iii) Modify, adapt, translate, or create derivative works based on the Software; (iv) Circumvent or disable any security or technological controls embedded within the Software. Any violation of this provision shall be considered a material breach of this Agreement, entitling the Company to immediate termination of the Agreement without refund as well as legal and equitable relief, including injunctive relief and damages.
8.7 Force Majeure: Neither Party shall be held liable for any failure or delay in performing its obligations due to causes beyond its reasonable control, including but not limited to natural disasters (earthquakes, floods, fires), government actions or regulations, cyberattacks or widespread internet failures. If a Force Majeure event continues for more than 60 days, either Party may terminate the Agreement without liability.
8.8 Non-Solicitation: During the term of this Agreement and for 12 months thereafter, the Customer agrees not to directly or indirectly solicit, hire, or attempt to hire any employees, contractors, or consultants of the Company without prior written consent.
8.9 Survival: All the sections in this Agreement capable of surviving its termination shall so survive, including without limitation the clauses relating to confidentiality, data retention and ownership, indemnification, limitations on liability and non-solicitation.
8.10 Negotiation & Mediation: The Parties agree to first attempt to resolve any dispute through good-faith negotiations. If unresolved within 30 days, the Parties agree to mediation before initiating litigation. Arbitration: Any dispute that cannot be resolved through mediation shall be settled by binding arbitration under the rules of the American Arbitration Association (AAA), with
arbitration taking place in Washington State. Litigation: If arbitration is not applicable, the Parties consent to exclusive jurisdiction in the state and federal courts of Washington.
8.11 Amendments: Any modifications must be agreed to in writing by both parties.
