RATE NEGOTIATION
An online system designed to help you in Rate Negotiations Process.
TERMS OF SERVICE
Effective Date: December 21, 2020
Thank you for selecting the services offered by SDCOE (referred to below as “SDCOE”, “we”, “our”, or “us”) to San Diego County Local Education Agencies (“Agencies,” or “Schools”) and Service Providers (referred to below as “Providers”). Please review these Terms of Services (this “Agreement”) thoroughly.
This Agreement serves as the Terms of Service for rate negotiation on behalf of the Agencies and Providers by SDCOE. This is not a legal agreement between SDCOE, the Agency and the Provider for the compensation, availability or quality of services to be provided. By clicking “I AGREE,” indicating acceptance electronically, or accessing or using the Services, (a) you represent and warrant to SDCOE that you are the authorized representative of the entity on behalf of which you are accessing this service, and (b) your entity hereby agrees to this Agreement. Furthermore, by clicking “I AGREE,” you agree that SDCOE will not, under any circumstances, be responsible or liable, directly or indirectly, for any services, information, resources, and/or content available on or through the use of this Application, or for any harm related thereto, or for any damages or loss caused or alleged to be caused by or in connection with your use or reliance on the content provided. If your entity does not agree to this Agreement, then do not indicate acceptance, and do not use the Services.
The applicable entity is referred to below as “you” or “your.”
The Agency is responsible for relaying to SDCOE complete, accurate, timely, and correct financial information into the Application for the purpose of negotiating rates. Although SDCOE believes this information to be accurate, SDCOE makes no representation or warranty of any kind, express or implied, regarding the accuracy, adequacy, validity, reliability, or availability of any of the information on the Site or Application. In the event of clerical error solely regarding the rate amount all Parties agree to renegotiate the disputed rate in good faith. Your use of the Application and your reliance on any information on the site is solely at your own risk.
1. AGREEMENT
1.1 Overview. This Agreement describes the terms governing your use of the online services provided to you through any SDCOE website, including all data, content, updates and new releases (collectively, the Services”). It includes by reference:
- a. SDCOE’s privacy policy
- b. Any terms provided separately to you for the Services, including for example, ordering, activation, pricing and payment terms, if applicable, for the Services.
2. PAYMENT AND RENEWAL
You are expressly agreeing to the rate identified, and/or agreeing to pay all amounts due within the applicable time frame. This Agreement incorporates by reference all program and payment terms provided to you. The Agency is responsible for relaying to SDCOE complete, accurate, timely, and correct financial information into the Application for the purpose of negotiating rates. You are expressly agreeing to a bill for the applicable fees, any applicable tax and other charges you may incur in connection with your use of the Services. You authorize the applicable rate for the period of July 1 to June 30th.
3. RIGHTS TO USE THE SERVICES AND RESTRICTIONS
3.1 Ownership and License: This Service is protected by copyright, trade secret, and other intellectual property laws. You are only granted a right to use the Services, and SDCOE (or its applicable licensors or suppliers) reserves all rights of ownership in the Services not granted to you in writing here. SDCOE hereby grants to you a personal, limited, nonexclusive, nontransferable, nonsublicensable right to use the Services for your own business needs and use, for the period of use specified in the Agreement or rate approval form, and subject to this agreement and all applicable payment obligations. Except for the foregoing license, you have no other rights in the Services and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance, or in any way exploit any of the Services in any manner.
3.2 Restrictions: You agree not to use the Services or the content in this Application in a manner that violates any applicable law, regulation or this Agreement. For example, unless authorized by SDCOE in writing, you agree you will not:
- a. Provide access to or give any part of the Services to any third party, including providing your password, running reports, or downloading data for the benefit of another government agency or any other unauthorized person or entity.
- b. Reproduce, duplicate, copy, deconstruct, sell, trade or resell the Services.
- c. Attempt to access any other SDCOE system that are not part of your Services.
You acknowledge and agree that if you provide access to the Services to another government agency or other third party, or use the Services primarily for the benefit of such party, then you will be liable for, among other things, additional subscription fees for each such party, as applicable. SDCOE may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at SDCOE’s discretion, SDCOE will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Application or on the Internet.
4. PUBLIC RECORDS ACT
You acknowledge that the SDCOE is a public agency subject to the requirements of the California Public Records Act, found in Cal. Gov. Code section 6250 et. seq. The SDCOE acknowledges that the Agency or School may submit information in this Application that You consider to be confidential, proprietary, or trade secret information pursuant to the Uniform Trade Secrets Act (Cal. Civ. Code section 3426 et seq.) or otherwise protected from disclosure pursuant to an exemption to the California Public Records Act (Government Code sections 6254 and 6255). You acknowledge that the SDCOE may submit to You information that the SDCOE considers confidential or proprietary or protected from disclosure pursuant to exemptions to the California Public Records Act (Government Code section 6254 and 6255). Upon request or demand of any third person or entity not a party to this Agreement (“Requestor”) for production, inspection and/or copying of information designated by a Disclosing Party as Confidential Information, the Receiving Party as soon as practical but within three (3) days of receipt of the request, shall notify the Disclosing Party that such request has been made, by telephone call, letter sent via facsimile and/or by US Mail to the address and facsimile number listed at the end of the Agreement. The Disclosing Party shall be solely responsible for taking whatever legal steps are necessary to protect information deemed by it to be Confidential Information and to prevent release of information to the Requestor by the Receiving Party. If the Disclosing Party takes no such action, after receiving the foregoing notice from the Receiving Party, the Receiving Party shall be permitted to comply with the Requestor’s demand and is not required to defend against it.
5. SUBMITTED CONTENT AND PRIVACY
5.1 Submitted Content: You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials (“Submitted Content”) uploaded, posted, or stored through your use of the Services, including the provision of the financial/rate information that you input into the Application. You are responsible for inputting complete, accurate, timely, and correct financial/rate information into the Application. You may not upload, post, or otherwise make available through your use of the Services any material protected by copyright, trademark, or any other proprietary right owned by a third-party, and the burden of determining whether any material is protected by any such right is on you. You shall solely be liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, violation of contract, privacy or publicity rights or any other harm resulting from any Submitted Content that you upload. You have full responsibility for all Submitted Content you upload, including its legality, reliability, and appropriateness. SDCOE agrees to use any personal information contained in any of your Submitted Content in accordance with SDCOE Privacy Policy below.
You agree to pay for all royalties, fees, damages, and any other monies owing by any person by reason of any Submitted Content posted by you to or through your use of the Services.
5.2 Privacy Policy
Both Parties agree to protect the privacy of pupil records, and to comply with any applicable privacy statutes, including the Family Educational Rights and Privacy Act (20 U.S.C. § 1232g; 34 C.F.R. Part 99, as amended; "FERPA"); California Education Code §49073.1; the Student Online Personal Information Protection Act (California Business and Professions Code § 22584; "SOPIPA j; California Civil Code §1798.29; and California Government Code § 6250 et seq.
You will not use any information in a student or personnel record for any purposes other than those required or specifically permitted by this Agreement. Any other use of the SDCOE’s student and personnel information will not be undertaken without the express, written consent of SDCOE.
You agree to notify the SDCOE within 24 hours of discovering an unauthorized access or disclosure of SDCOE data.
6. PROHIBITED USE OF DATA
Except as otherwise permitted by the terms of this Agreement, SDCOE shall not use the Data supplied to it in an unauthorized manner. Specifically, SDCOE shall not sell or release Data, nor enable or permit third parties to engage in targeted advertising to students or to build student profiles unrelated to the purposes contemplated by this Agreement.