Membership Agreement - Collective Shift - Using and Creating Content on LRNG Platform

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school district administrator, or user; (iii) information relating to an individual's personal characteristics, such as age/date of birth, gender, race or etlmic origin, sexual orientation, and general geographic location (e.g., zip code) ("demographic characteristics"); (iv) and information relating to an individual's interests, preferences and behaviors ("behavioral characteristics"), to the extent such information is associated with a particular individual; and (v) Information defined as such under Applicable Privacy and Data Security Laws (e.g., the Family Educational Rights and Privacy Act or the Children's Online Privacy Protection Act). "Services" means the services identified in this Agreement to be provided by each Party pursuant to this Agreement. "Student Information" means any data element or record provided by a school or school district for storage on the LRNG Platform. All Student hifonnation provided by a school or school district for storage on the LRNG Platform inust be restricted to Directory Information as defined by the school or school district in accordance with the Family Educational Rights and Privacy Act ("FERPA"), 20 U.S.C. § 1232g. Student Information may be included in Member Permitted Data, to the extent authorized by the school or school district. "User" means an individual age thirteen (13) or older who has, either individually or through a Member, registered on, accessed and/or used the LRNG Platform and who has accepted the terms and conditions associated with his or her access to and use of the LRNG Platfonn. 2. General. Member is obligated to pay for the use of the LRNG Platform and for the CS Services, defined below, as follows (the "Fee"), Member will pay to CS the Fee of Four Thousand Four Hundred and 00/100 Dollars ($4,400.00) annually, due upon execution of this Agreement (an "Annual Membership"). The Agreement and the Fee shall auto -renew annually on the anniversary of the Effective Date unless this Agreement is otherwise terminated pursuant to Section 3 or superseded by a new agreement, The Fee shall abate for a thirty (30) day period (the "Trial Period") in the first year of the Agreement only. 2.1 CS Services. CS will provide and administer the LRNG Platform in accordance with its Terms of Use and will provide the features and functionality set forth on Exhibit A. In addition, CS will provide updated and additional features on an ongoing basis, as part of the development of the LRNG Platform. As part of this development, CS reserves the right to change or remove features as CS deems necessary or prudent. 3. Term and Termination This Agreement shall continue in accordance with its terms for as long as Member maintains its registration on the LRNG Platform, unless sooner terminated as set forth below. 3.1 Failure to Pay. This Agreement shall terminate upon Member's failure to pay the Fee within thirty (30) days of the date upon which it becomes due and payable, as set forth in Section 2. 3.2 Termination Without Cause. Either Party may terminate this Agreement without cause upon thirty (30) days' prior written notice to the other Party In the event the Member terminates this Agreement, any Fee that is due and payable through the date of termination shall be refunded in the pro -rated amount from the end of the month following the thirty (30) day notice given pursuant to this Section. 3.3 Termination Due to Default. Either Party may terminate this Agreement if the other Party is in default of any term of this Agreement and fails to cure a material default within thirty (30) days. 3.4 Effect of Termination. Upon termination of this Agreement, all licenses granted to Member shall immediately terminate. Each Party shall return to the other Party, or destroy, any and all Confidential Infor-tnation of the other Party. Member shall be permitted to export Member Permitted Data and Member Affiliated User Data from the LRNG Platform existing as of the date of termination for up to ninety (90) days following the termination of this Agreement. Member acknowledges and agrees that it shall not be entitled to any data generated or created by a User after the date of termination, regardless of whether such User was formerly a Member Affiliated User. Notwithstanding anything to the contrary contained herein, Member acknowledges and agrees that CS owns and has all rights associated with each System, regardless of whether such System is a Managed System, and that Member's access to any System arises solely pursuant to, and in accordance with, this Agreement. In the event the Agreement is terminated by CS or by Member due to a breach by CS, Member will be entitled to a refund of a prorated portion of the fees paid to CS for any portion of term under this Agreement remaining following the effective date of the termination. Termination of this Agreement shall not effect CS's License to Member Affiliated User Data as provided in Section 5.3 which shall continue in full force and effect. 4. Confidential Information. During the term of this Agreement and for a period of two years thereafter; 4.1 Each Party agrees that it will keep the other Party`s Confidential Information confidential in rev: 2017-11-02