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MEMBERSHIP AGREEMENT ("Agreement")
<br />In order to register on and access the LRNG Platform (defined below), Collective Shift, an Illinois not -for -profit corporation,
<br />with offices located at 190 S. LaSalle Sheet, Suite 1730, Chicago, Illinois 60603 ("CS" or "we"), and City of South Bend,
<br />Indiana ("Member" or "you") with offices Iocated at 227 West Jefferson Blvd, Suite 1200 North, South Bend, Indiana 46601
<br />enter into this agreement (the "Agreement") as o0ts,11Q Q (the "Effective Date") with the following terms
<br />and conditions.
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<br />1. Definitions. The following terms shall have the
<br />following meanings:
<br />"Applicable Privacy and Data Security Laws" means all
<br />privacy, security, data protection and data breach
<br />notification laws, rules and regulations of any applicable
<br />jurisdiction (including, without limitation, the U.S.,
<br />Canada and the European Union and its member
<br />countries).
<br />"Confidential Information" means any information
<br />disclosed by one Party to the other Party in connection
<br />with this Agreement and which the receiving Party knows
<br />or has reason to know is confidential or proprietary,
<br />whether or not identified as confidential at the time of
<br />disclosure. Without limiting the foregoing, Confidential
<br />Information includes PII and Student Information.
<br />Information shall not be considered Confidential
<br />Information if it (i) becomes known to the public from a
<br />source other than the receiving Party; (ii) was known to
<br />the receiving Party, or becomes known to the receiving
<br />Party from a third party having the right to disclose it and
<br />having no obligation of confidentiality to the disclosing
<br />Party with respect to the applicable information; or (iii) is
<br />independently developed by the receiving Party without
<br />access to the Confidential Information
<br />"Data Breach" means any confirmed unauthorized access
<br />or use of Confidential Information.
<br />"Intellectual Property Rights" means all forms of
<br />intellectual property rights and protections including,
<br />without limitation, all right, title and interest in and to all
<br />(i) trade secret rights and equivalent rights arising under
<br />the common law, state law, federal laws of the United
<br />States and laws of foreign countries; (ii) copyrights under
<br />common law, state law, federal laws of the United States
<br />and laws of foreign countries; (iii) proprietary indicia,
<br />trademarks, trade names, symbols, logos and/or brand
<br />names under common law, state law, federal laws of the
<br />United States and laws of foreign countries ("Trade
<br />Rights"), (iv) patent rights under the federal laws of the
<br />United States and laws of foreign countries and (v) all
<br />enhancements, modifications, amendments, extensions
<br />and updates to and derivative works of the foregoing.
<br />"LRNG Platform" means the hardware, software,
<br />technical infrastructure, systems, services, web sites, user
<br />interfaces, and resources used or provided by CS to render
<br />the Services,
<br />"LRNG User Data" means all data created or generated by
<br />User's use of the LRNG Platform, excluding Member
<br />Permitted Data, Student Information and PII. Without
<br />limiting the foregoing, LRNG User Data includes
<br />behavioral characteristics and demographic
<br />characteristics that are not associated with a particular
<br />User and/or Member Affiliated User.
<br />"Managed System" means the System on the LRNG
<br />Platform managed by Member.
<br />"Member Affiliated User" means either (i) a User (or his
<br />or her guardian) who has chosen to be affiliated with a
<br />Member while registering onto the LRNG Platform or (ii)
<br />a User whose account and data is part of the Member
<br />Permitted Data entered and stored on the LRNG PIatform.
<br />"Member Affiliated User Data" means all data generated
<br />by a Member Affiliated User's activity on the LRNG
<br />Platform, excluding Student Information and PII.
<br />"Member Content IP" means Member's Intellectual
<br />Property Rights in all content and materials produced or
<br />otherwise created by Member and entered, stored and
<br />accessed on the LRNG Platform, including, without
<br />limitation, Member's Trade Rights and any archived or
<br />de -activated content
<br />"Member Permitted Data" means all data provided to CS
<br />by a Member in connection with the Member's
<br />registration on the LRNG Platformn, including all data (i)
<br />generated by or otherwise incorporating Member Content
<br />IP, or Qi) generated by a Member Affiliated User who has
<br />elected to share his or her information with the Member
<br />while registering on the LRNG Platform. For the purpose
<br />of clarification, Member Permitted Data excludes LRNG
<br />User Data.
<br />"System" means the network of interconnected groups,
<br />systems, web pages and other data containing content and
<br />features on the LRNG Platforn for Members and their
<br />associated Users.
<br />"Party" or "Parties" means Member and/or CS.
<br />"Personnel" of a Party means authorized representatives,
<br />agents, employees, volunteers, or subcontractors of such
<br />Party.
<br />"I'll" means any data element, or combination of data
<br />elements that can be used to identify a particular
<br />individual. Without limiting the foregoing, PII includes
<br />(i) full narne (or first initial and last name), mailing
<br />address, telephone number, email address, social security
<br />number (SSN), usernames and passwords, and individual
<br />health information; (ii) Information about an employee
<br />(full, part-time or temporary), teacher, school official,
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