Testing Location Agreement

This Testing Location Agreement (this “Agreement”), is effective between Minnesota Literacy Council, Inc. a Minnesota non-profit corporation, (”MLC”) and the organization, business, or other entity (“Testing Location”) joining or continuing use of the Northstar Digital Literacy Project (“Project”) as an approved testing location.

The Project is an online digital literacy assessment tool hosted by MLC designed to be used in educational and non-profit sectors, including libraries, Adult Basic Education, Community Colleges, Community Based Organizations, and similar settings. Testing Location desires to access the Project to assess the digital literacy of individuals utilizing the assessment through the Testing Location’s site (“Test Takers”) and MLC desires to provide such access.

All parties agree:

Testing Location’s access to and use of the Project is subject to the terms and conditions of the Terms of Service (“Terms”), which are incorporated by reference. In case of a conflict between the terms of this Agreement and the Terms, the provisions of this Agreement govern.

This Agreement covers a period of one year (the “Initial Term”).Unless earlier terminated in accordance with this Agreement, this Agreement will automatically renew for successive one-year terms (each a “Renewal Term” and together with the Initial Term, the “Term”) unless either party gives the other party written notice of non-renewal. Either party may terminate the Agreement in case of a material breach that remains uncured for 30 days after the non-breaching party provides notice of the breach. Following expiration or termination, Testing Location acknowledges it will have no further access to Test Taker Data (as defined below).

Testing Location will use the Project in a non-profit manner, and will not charge fees to any Test Taker. The Project infrastructure has been designed to be automated to the greatest extent possible, in order to facilitate optimal access to resources at a reasonable cost. This intent and the limitations of MLC’s available resources are acknowledged and will be respected by all parties.

The Project can be used by Testing Location to:

MLC acknowledges that, as between MLC and Testing Location, Testing Location owns all right, title, and interest, in and to information, data, and other content that is submitted, posted, or otherwise transmitted by or on behalf of Testing Location or a Test Taker (“Test Taker Data”). Testing Location hereby grants to MLC a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Test Taker Data and perform all acts with respect to the Test Taker Data as may be necessary for MLC to provide the Project to Testing Location, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Test Taker Data in an aggregate and anonymized manner, including to compile statistical and performance information related to the Project.

Testing Location will:

MLC will:

Testing Location acknowledges that MLC’s obligations above are subject to the limits of MLC’s then-available resources.

Fees

Testing Location shall pay MLC an annual fee established in accordance with MLC’s then-current pricing standards, available at https://www.digitalliteracyassessment.org/become-a-testing-location. Testing Location shall pay in US dollars on or before the due date set forth in an invoice by MLC. All fees and other amounts payable are exclusive of taxes and similar assessments. Testing Location is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental or regulatory authority on any amounts payable by Testing Location hereunder, other than any taxes imposed on MLC’s income. Both parties agree to negotiate potential additional costs which could arise from unexpectedly heavy use of bandwidth by the Testing Location, and for direct training and assistance which significantly exceeds the level provided for by the Project.

Miscellaneous

Without limiting or restricting any of the terms and conditions of the Terms, both parties agree to mediate any problems related to cost, services, access, or other issues arising out of this Agreement.

US Government Rights. Each of the documentation and the software components that constitute the Project is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Testing Location is an agency of the US Government or any contractor therefor, Testing Location only receives those rights with respect to the Project and documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.