School Interoperability Framework (SIF) License Agreement
LICENSE AGREEMENT FOR ACCESS TO AND USE OF THE SCHOOLS INTEROPERABILITY FRAMEWORK SYSTEM (“License Agreement”) BETWEEN IOWA DEPARTMENT OF EDUCATION (“Department”) AND EDUCATIONAL INSTITUTIONS
This License Agreement for Access to and Use of the Schools Interoperability Framework System (“License Agreement”) is between the Iowa Department of Education (DOE) and the educational institution executing this License Agreement (the “State User”).
1. Purpose. As required by Iowa Code sections 256.9(44) and 279.68, certain educational institutions in the State of Iowa are required to submit data and reports to the Department. These data and reports may be used for State Reporting in Iowa (Iowa Code § 256.9(44)), rostering for assessment administration to comply with the Early Literacy Implementation legislation (Iowa Code § 279.68), and other data collections that require individual student-level data. To facilitate these data collection and reporting processes, the Department has entered the SIF Agreement with the Vendor to develop a System through which such educational institutions may submit such data and information to the Department. This License Agreement establishes the terms and conditions governing such educational institutions access to and use of that System.
2. Legal Authority. Iowa Code section 256.9(44) authorizes the director of the Department to “[d]evelop and implement a comprehensive management information system designed for the purpose of establishing standardized electronic data collections and reporting protocols that facilitate compliance with state and federal reporting requirements, improve school-to-school and district-to-district information exchanges, and maintain the confidentiality of individual student and staff data. The system shall provide for the electronic transfer of individual student records between schools, districts, postsecondary institutions, and the department. The director may establish, to the extent practicable, a uniform coding and reporting system, including a statewide uniform student identification system.” The System forming the basis of this License Agreement will be used to feed data into that information system.
3. Definitions. Capitalized terms used but not defined herein are as defined in the SIF Agreement. In addition to any other terms defined elsewhere herein, the following terms shall have the following meaning:
3.1. “Application Services” means the hosted applications and programs delivered as a service via the Internet by and through the System, including but not limited to the User Interface, and related services and deliverables, all as more fully defined and described in the SIF Agreement, including any exhibits or attachments thereto, by and through which educational institutions, including the State User, submit certain data and reports to the Department and access and view related data and reports.
3.2. “Authorized Contractor(s)” means independent contractors, consultants or other third parties who are retained or hired by the State User to assist the State User in connection with its access to and use of the Applications Services and System.
3.3. “Documentation” means all of Vendor’s training course materials, system specifications and technical manuals, and all other user instructions, documentation and materials regarding the capabilities, operation, and use of the System, related services and/or deliverables, including, but not limited to, online help screens contained in or related to the
System, Application Services, and/or any other related services or deliverables.
3.4. “Personal Data” means any information relating to an identified or identifiable human being (including, without limitation, any human User), including, but not limited to, Social Security or other government-issued identification numbers, account security information, financial account information, credit/debit/gift or other payment card information, account passwords, and personal data (or equivalent terminology) as defined under any applicable law, rule, or regulation (or any amendments or successors to any of the preceding). For the avoidance of doubt, Personal Data shall include, but not be limited to:
3.4.1. Any data or information covered under the Family Educational Rights and Privacy Act (“FERPA”) (20 U.S.C. § 1232g; 34 CFR Part 99), including but not limited to any corresponding implementing regulations as may be amended from time to time;
3.4.2. Any data defined as “personal data” under Iowa Code chapter 715C. For purposes of this definition and this License Agreement, “Process” or “Processing” shall mean any operation or set of operations performed upon the Personal Data, whether or not by automatic means, including collection, recording, organization, use, transfer, disclosure, storage, manipulation, combination and deletion of Personal Data. As used in
this License Agreement “Personal Data” means such data that is stored in, Processed by, or transmitted through the System.
3.5. “SIF Agreement” means the Schools Interoperability Framework (“SIF”) Software as a Service and Professional Services Agreement entered into on March 13, 2019, between the State of Iowa, acting by and through the Department and the Iowa Department of Administrative Services, and Cedar Labs LLC, a limited liability company, registered in the State of Minnesota, with its principal place of business at 3552 45th Avenue South, Minneapolis, MN (“Vendor”).
3.6. “State User Data” means any data and information supplied to the Department by State Users through the Application Services and System, including but not limited to Personal Data.
3.7. “System” means the Schools Interoperability Framework solution as more fully defined and described in the SIF Agreement, including any exhibits or attachments thereto.
3.8. “User(s)” means the employees and Authorized Contractor’s employees of State Users that are authorized administrative users for the State Users, and any other authorized users of the System, each as identified by the State User and agreed to by the Department.
3.9. “User Interface” means the applica ble web-based user interface to facilitate the management of the System.
3.10. “Vendor IP” means all intellectual property retained by Vendor under the SIF Agreement, or otherwise belonging to Vendor, including Vendor Development Tools, the Base System, the Documentation, any deliverables except for deliverables which Vendor agrees in an SOW are owned by the State, and Usage Data, all as further defined and described in the SIF Agreement.
4. Term. Unless terminated earlier in accordance with the termination section, below, the term of this License Agreement shall be coterminous with the SIF Agreement, including any extensions or renewals thereto (the “Term”).
5. Grant of License and related Access/Use Restrictions. In addition to any license rights, limitations, or restrictions set forth in the SIF Agreement that are applicable to State Users, which license rights, limitations, or restrictions are incorporated into this License Agreement by reference as if fully set forth herein and shall be considered a duty and obligation of the State User under this License Agreement, the following license rights, limitations, or restrictions shall apply:
5.1. License. Subject to the terms and conditions of the SIF Agreement, pursuant to the SIF Agreement State Users and any of their Authorized Contractors are granted for the State of Iowa’s governmental and business activities, including for access and use by Users of State Users to facilitate statewide data collection and reporting processes administered by the Department, a non-exclusive, nontransferable and non-sublicensable (except as
otherwise may be necessary in the case of the restructuring or consolidation of a State User as it relates to any successor thereof), limited right and license to access and use the Application Services (and System) and related deliverables on a hosted basis pursuant to the Documentation, applicable laws and Access Requirements solely on behalf of and for the benefit of the State Users to:
5.1.1. Use the applicable User Interface(s) to configure (but not modify or create derivative works of) the System to access and view State User Data, or any related deliverables that the Department and Vendor agree can be configured using the User Interface, via the login credentials provided by Vendor or the Department;
5.1.2. Upload State User Data into the System using the applicable upload features;
5.1.3. Through a designated, authorized administrative user(s) of the State User whose State User Data is hosted in the System, access and view such data of the State User; and
5.1.4. Execute the functionality of the System, including but not limited to query State User Data uploaded into the System, using the tools made available in the System.
5.2. Access Requirements. The “Access Requirements” are as follows. State Users (and their Authorized Contractors) shall:
5.2.1. Only allow access to and use of the System only by Users who are designated, authorized administrative Users of the State User on behalf of the State User subject to the next sentence. No access shall be given directly to State Users except to those designated, administrative Users as identified by the State User and agreed to by the Department who are (A) employees of the State User or their Authorized Contractors, and (B) given access via login credentials provided by the Vendor or the Department.
5.2.2. Not sell, transfer or sublicense login credentials provided by the Vendor or the Department to any other entity or person. Log-in credentials are solely for use in accessing, using, configuring, and administering the System.
5.2.3. Comply with any legal requirements relating to the use of the System, including local privacy laws and other laws affecting the collection, storage, transfer and dissemination of Personal Data (including Personal Data processed (including Processed), hosted or stored in System). The State User (and their Authorized Contractors) shall comply with all applicable laws affecting this License Agreement and any performance required hereunder.
5.3. Restrictions. Neither the State User nor any of its Authorized Contractors shall: (a) engage in, cause or permit the reverse engineering, translation, disassembly, or decompilation or similar manipulation of the System, in whole or in part; (b) use the System, in whole or in part, in a timeshare or service bureau arrangement or on an application service provider or other hosted or software as a service basis; (c) market, distribute, rent, loan, sell, sublicense or otherwise transfer the System, in whole or in part, to any third party (except as permitted by Sections 5.1 and 5.4 herein); (d) modify or create derivative works of, edit or change the System except as permitted herein; (e) refer to or otherwise use any part of the System as part of any effort to develop a product or service having any functional attributes, visual expressions, or other features or purposes similar to those of the System; (f) exceed the number or type of use agreed to and paid for; (g) interfere or attempt to interfere in any manner with the functionality or proper working of the System; (h) introduce any virus or disabling code into the System; (i) use the System in any manner that may damage or impair any intellectual property of Vendor or its licensors; or (j) use the System for any unlawful purpose, or to act in any manner that encourages conduct that would constitute a criminal offense, give rise to civil liability, or violate any other law or violate privacy or security policies from time to time. Without limiting the generality of the foregoing, the System (and the underlying information and technology) may not be exported or re-exported in violation of U.S. export control Laws. Rights to use any intellectual property of Vendor do not give the State User (or its Authorized Contractors) any right to implement or use Vendor patents.
5.4. Software. To the extent the Department, directly or indirectly, provides or delivers any software to the State User in connection with this License Agreement for installation on the State User’s servers or personal computers or laptops, the State User will have a non-exclusive license to use the software solely in connection with its use of the System as contemplated hereunder. The State User shall not disassemble, decompile, or reverse engineer the software or remove any proprietary notices thereon. The software will be deemed part of and included in the definition of the System.
5.5. Security Requirements/Suspected Misuse of System.
5.5.1. Safeguarding Login Credentials. The State User shall keep all login credentials provided by the Vendor or the Department secure and be solely responsible for limiting access to the System to the State User’s designated, authorized administrative users. The State User shall promptly notify the Department of any unauthorized access to or use of the login credentials or System that becomes known to the State User.
5.5.2. Suspected Misuse of System. If the Department notifies the State User that it or any of its Users are suspected of misusing the System (including but not limited to as a result of any violation of the license rights, limitations, or restrictions on use identified in this License Agreement or incorporated by reference herein), the State User shall be responsible for immediately correcting such misuse. The Vendor may be permitted to immediately remove the State User’s or its User’s access to the System if the State user fails to immediately correct such misuse or there is an immediate threat of harm to Vendor IP.
5.6. Vendor’s Rights to Enforce Directly. Vendor shall be a third-party beneficiary of this License Agreement as it relates to any license rights, limitations, or restrictions set forth in this Section or otherwise incorporated by reference herein. Further, nothing in this License Agreement or the SIF Agreement shall be construed as precluding the Vendor from making any infringement or misappropriation claims against the State User as a result of any infringement or misappropriation resulting from the State User’s or its Users access to or use of the System. In addition, nothing in this License Agreement or the SIF Agreement shall be construed as limiting Vendor from seeking equitable relief to resolve any breach of the license rights, limitations, or restrictions on use identified in this License Agreement or incorporated by reference herein by a State User.
6.1. Access to Confidential Information. The State User acknowledges that the Department, Vendor, and their employees, agents, approved contractors and subcontractors may have access to State User Data that may otherwise be considered confidential by the State User in order for the Department to carry out its data collection and reporting duties and obligations, and for the Vendor to carry out its duties and obligations under the SIF Agreement. The State User will cooperate with the Department in complying with any of the terms and conditions set forth in the SIF Agreement applicable to State Users, including but not limited to those of or related to confidential information (see Section 12 (Confidentiality)), and the Department agrees to cooperate with the State User to safeguard and maintain the confidentiality of the State User’s confidential information, subject to the terms of the SIF Agreement and applicable laws, rules, and regulations.
6.2. State User’s Treatment of Vendor Confidential Information. Subject to applicable state, federal, and/or international laws, rules or regulations (including, without limitation, Iowa Code Chapter 22, 281 IAC 5, and any other applicable administrative rules adopted by the State of Iowa), to the extent the State User or its Users or Authorized Contractors has access to any Vendor Confidential Information as defined and described in the SIF Agreement, the State User shall protect and safeguard the confidentiality of such Vendor Confidential Information with at least the same degree of care as the State User would protect its confidential information, but in no event with less than a reasonable degree of care, and shall not disclose, publish, reproduce, disseminate or otherwise use any Vendor Confidential Information to any person or entity, except for the Department, administrative users of the State Users, and Authorized Contractors who: (i) need to know the Vendor’s Confidential Information to assist the Department or State User in connection with its access to or use of the System; (ii) are informed by the State User of the confidential nature of the Vendor’s Confidential Information; and (iii) are subject to confidentiality duties or obligations to the State User that are no less restrictive than the terms and conditions of the herein. If a request is made to a State User to view or otherwise access Vendor Confidential Information pursuant to applicable public records laws (including Iowa Code Chapter 22), or if the State User is otherwise directed to disclose Vendor’s Confidential Information under the terms of a subpoena or lawful order or demand issued by a court or a governmental authority, the State User: (a) will, unless otherwise prohibited by law, promptly notify the Department and the Vendor in writing of the request, subpoena, order, or demand and circumstances surrounding the same not less than five (5) business days prior to the required disclosure; (b) consult with the Department and Vendor on the advisability of taking legally-available steps to resist or narrow any disclosure pursuant to the applicable law, order, or request and to cooperate with the other Department and Vendor in relation to any such steps; (c) use reasonable efforts not to release Vendor Confidential Information pending the outcome of any measures taken by Vendor to contest, otherwise oppose or seek to limit such disclosure by the State User and any subsequent disclosure or use of Vendor Confidential Information that may result from such disclosure, and otherwise reasonably cooperate with and provide assistance to Vendor regarding its pursuit of any such measures; (d) disclose only such portion of the Vendor’s Confidential Information or information as the State User is legally compelled to disclose and to, to the extent possible, exercise reasonable efforts to obtain an order or other reliable assurances that confidential treatment will be accorded to the Vendor’s Confidential Information. Notwithstanding any such compelled disclosure by the State User, such compelled disclosure will not otherwise affect the State User’s obligations hereunder with respect to Vendor Confidential Information so disclosed. 6.3. License to State User Data. The State User grants to Vendor and Vendor’s employees, agents, and subcontractors who perform or provide services under the SIF Agreement a non-exclusive, non-transferable license to use, copy, store, host, process (including Process), display, distribute and transmit the State User Data solely as necessary for Vendor and Vendor’s employees, agents, and subcontractors who perform or provide services under the SIF Agreement to perform their obligations under the SIF Agreement and solely to the extent as is otherwise consistent with and in accordance with the terms and conditions of the SIF Agreement.
7.1. Indemnification Duties and Obligations. The State User agrees to indemnify and hold harmless the State of Iowa and Department, including its officers, employees, agents, and volunteers (“Indemnitee(s)”) from any and all costs, expenses, losses, claims, damages, liabilities, settlements and judgments (including the reasonable value of the time spent by the Attorney General’s Office, and the costs and expenses and reasonable attorneys’ fees of other counsel required to defend the State of Iowa or the Department) related to or arising from:
7.1.1. Any breach of this License Agreement;
7.1.2. Any negligent, intentional, or wrongful act or omission of the State User or its Users or any agent or subcontractor utilized or employed by the State User related to its access to or use of the System;
7.1.3. Any failure by the State User or its Users or any agent or subcontractor utilized or employed by the State User to comply with any applicable local, state, and federal laws, rules, ordinances and regulations applicable to State User related to its access to or use of the System;
7.1.4. Any infringement of any copyright, trademark, patent, trade dress, or other intellectual property right caused, in whole or in part, by the State User or its Users or any agent or subcontractor utilized or employed by the State User’s access to or Use of the System;
7.1.5. Any failure by the State User or its Users or any agent or subcontractor utilized or employed by the State User to adhere to the confidentiality provisions of this License Agreement.
7.2. Claims. The State User’s duties and obligations under this Section 7 (Indemnification) shall not be limited to third-party claims, but shall apply to and include first-party claims by or of any Indemnitee(s).
7.3. Survival. The State User’s duties and obligations as set forth in this Section 7 (Indemnification) shall survive termination of this License Agreement and shall apply to all acts or omissions taken or made in connection with the performance of this License Agreement or access to or use of the System, regardless of the date any potential claim is made or discovered by any Indemnitee(s).
7.4. Users Associated with Regents and State of Iowa Agencies. This Section 7 (Indemnification) hall be of no force and effect if the State User is or is part of an Iowa regent institution or State of Iowa agency.
8. State User Warranties and Representations. The State User is responsible for ensuring that and represents, warrants, and covenants that: (a) the delivery to the Department and Vendor and use, as permitted in the SIF Agreement, of State User Data by and through the System complies with all applicable laws; (b) the State User has all rights necessary to deliver the State User Data to the Department and Vendor through the System; (c) the State User Data, and its delivery or use as permitted under the SIF Agreement, does not (i) infringe any intellectual property rights or other proprietary, publicity or privacy rights of any third party, (ii) breach any contract the State or Department has with the State User, or (iii) violate the State User’s or other applicable third parties’ privacy policies; and (d) the State User has the full power, capacity, and authority to enter into this License Agreement and to make the grant of rights contained herein.
9. Agreement Administration.
9.1. No Employment Relationship. The State User, its employees, agents, and Authorized Contractors, are not employees or agents of the State of Iowa or any agency, division or department of the state, including the Department, by virtue of this License Agreement or the State User’s and its User’s access to or use of the System. Neither the State User nor any of its employees, agents, or Authorized Contractors shall be considered employees of the State of Iowa or any agency, division or department of the state, including the Department, for federal or state tax purposes as a result of this License Agreement.
9.2. Compliance with Law. The State User and its employees, agents, and Authorized Contractors shall comply with all applicable federal, state, and local laws, rules, ordinances, regulations and orders in connection with this License Agreement or the State User’s and its User’s access to or use of the System, including but not limited to all laws applicable to the Processing of Personal Data.
9.3. Third-Party Beneficiaries. Except as set forth in the following sentence and Section 5.6 (Vendor’s Right to Enforce Directly), above, there are no third-party beneficiaries to this License Agreement. This License Agreement is intended only to benefit the State, the Department, and the State User; provided that Vendor shall be a third-party beneficiary of this License Agreement as it relates to any license rights, limitations, or restrictions set forth herein or incorporated by reference herein, including but not limited to those set forth and incorporated by reference in Section (5) (License and Access/Use Restrictions), above.
9.4. SIF Agreement Incorporated by Reference. To the extent the SIF Agreement imposes any license rights, limitations, restrictions, or other duties or obligations on the State User directly, such license rights, limitations, restrictions, or other duties or obligations are incorporated into this License Agreement by reference as if fully set forth herein and shall be considered a duty and obligation of the State User under this License Agreement. The State User agrees to cooperate with the Department in ensuring any duties or obligations imposed on the State User in the SIF Agreement are satisfied.
9.5. Choice of Law and Forum. The laws of the State of Iowa shall govern and determine all matters arising out of or in connection with this License Agreement without regard to any choice of law principles. In the event any proceeding of a quasi-judicial or judicial nature is commended in connection with this License Agreement, the exclusive jurisdiction for the proceeding shall be brought in Polk County District Court for the State of Iowa, Des Moines, Iowa, or in the United States District Court for the Southern District of Iowa, wherever jurisdiction is appropriate. This provision shall not be construed as waiving any immunity to suit or liability including without limitation sovereign immunity in State or Federal court, which may be available the State of Iowa, including the Department.
9.6. Assignment and Delegation. This License Agreement may not be assigned, transferred or conveyed in whole or in part without the prior written consent of the other party. For the purpose of construing this clause, a transfer of a controlling interest in the State User shall be considered an assignment.
9.7. Not a Joint Venture. Nothing in this License Agreement shall be construed as creating or constituting the relationship of a partnership, joint venture, (or other association of any kind or agent and principal relationship) between the parties hereto. No party, unless otherwise specifically provided for herein, has the authority to enter into any contract or create an obligation or liability on behalf of, in the name of, or binding upon another party to this License Agreement.
9.8. Notice. Any and all legal notices, designations, consents, offers, acceptances or any other communication provided for herein shall be given in writing by registered or certified mail, return receipt requested, by receipted hand delivery, by Federal Express, courier or other similar and reliable carrier which shall be addressed to each party as set forth as follows:
If to the Agency:
Office of the Director
Iowa Department of Education
Grimes State Office Building
400 E. 14th Street
Des Moines, IA 50309
If to the User: the individual identified as the Authorized Representative at their associated address as provided through the Department’s Consolidated Application for Support and Accountability (“CASA”) system utilized by the Department to facilitate the dissemination review, signature, and submission of this License Agreement by the State User to the Department.
Each such notice shall be deemed to have been provided: (a) At the time it is actually received; or (b) Within one day in the case of overnight hand delivery, courier or services such as Federal Express with guaranteed next day delivery; or (c) Within five (5) days after it is deposited the U.S. Mail in the case of registered U.S. Mail. From time to time, the parties may change the name and address of a party designated to receive notice. Such change of the designated person shall be in writing to the other party and as provided herein.
9.9. Severability. If any provision of this License Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other part or provision of this License Agreement.
9.10. Supersedes Former Agreements. This License Agreement supersedes all prior agreements between the State User and the Department governing the State User’s and its Users access to or use of the System.
9.11. Amendments. This License Agreement may be amended in writing from time to time by mutual consent of the parties. All amendments to this License Agreement must be in writing and fully executed by the parties.
9.12. Integration. This License Agreement represents the entire agreement between the parties with respect to the subject matter hereto. The parties shall not rely on any representation that may have been made which is not included in this License Agreement. Notwithstanding the foregoing, individual Users may be required to agree to a clickwrap/browserwrap agreement prior to their access and use of the System in order to ensure the license rights, limitations, or restrictions set forth herein or incorporated by reference herein are conveyed to Users at the point of access/use. By entering into this License Agreement, the State User authorizes individual Users to agree to/click through such clickwrap/browserwrap agreement on behalf of the State User. Such authorized clickwrap/browserwrap agreement shall be limited to the use and access restrictions applicable to State Users and Users set forth herein; any other terms and conditions not pertaining to the use or access of the System are void pursuant to the SIF Agreement between the Department and Vendor.
9.13. Authorization. Each party to this License Agreement represents and warrants to the other parties that: (a) It has the right, power and authority to enter into and perform its obligations under this License Agreement; (b) It has taken all requisite action (corporate, statutory or otherwise) to approve execution, delivery and performance of this License Agreement, and this License Agreement constitutes a legal, valid and binding obligation upon itself in accordance with its terms.
9.14. Successors in Interest. All the terms, provisions, and conditions of this License Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives.
9.15. Termination. Either party may terminate this License Agreement upon thirty days written notice to the other party. The unauthorized disclosure of confidential information shall be grounds for immediate termination of this License Agreement. Notwithstanding the foregoing, schools and school districts are required under Iowa Code section 256.9(44) to supply the data and reports related to this License Agreement to the Department in the manner prescribed by the Department; thus, schools and school districts may not terminate this License Agreement without the Department’s prior written consent, and if this License Agreement is so terminated or otherwise terminated by the Department, an alternative means of reporting will be required by the Department.
9.16. Counterparts and Electronic Signatures. This License Agreement may be executed in several counterparts, all of which when taken together shall constitute an agreement between the parties, notwithstanding that all parties are not signatories to the same counterpart. Each copy of this License Agreement so executed shall constitute an original. Documents executed, scanned and transmitted electronically and electronic signatures (including signatures effectuated by clicking “Submit” by an authorized representative of the State User and submission through the CASA system) shall be deemed original signatures for purposes of this License Agreement and all matters related thereto, with such scanned and electronic signatures having the same legal effect as original signatures. This License Agreement and any other document necessary for the consummation of the transaction contemplated by this License Agreement may be accepted, executed or agreed to through the use of an electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act (“E-Sign Act”), Title 15, United States Code, Sections 7001 et seq., the Uniform Electronic Transaction Act, codified at Iowa Code chapter 554D (“UETA”), and any applicable state law. Any document accepted, executed or agreed to in conformity with such laws will be binding on each party as if it were physically executed.
IN WITNESS WHEREOF, in consideration of the mutual covenants set forth above and for other goods and valuable consideration, the receipt, adequacy and legal sufficieny of which are hereby acknowledged, the parties have entered into the above License Agreement and have caused their duly authorized representatives to execute this License Agreement.
Signature Superintendent or Non-Public Administrator
Name of School District or Non-public School