Testing Location Agreement

This testing location agreement was last modified on September 5, 2019.

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, MLC will retain Test Taker Data (as defined below) for up to one year (“Data Retention Period”) in the event Testing Location elects to reinstate its use of the Project under the then-current terms and conditions, unless otherwise directed by Testing Location. Testing Location acknowledges that unless it enters into a new agreement under the then-current terms and conditions within the Data Retention Period, it will have no further access to Test Taker Data collected during the Term of this Agreement. Upon the expiration or termination of this Agreement, all rights licensed to Testing Location will revert immediately to MLC, and Testing Location will destroy all copies (including deletion of all digital copies) of the Curricula (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. In addition to the rights granted in the Terms of Service, and subject to the limitations of this Agreement, MLC hereby grants to Testing Location during the Term, a non-exclusive, non-transferable, non-sublicensable license solely to reproduce, perform publicly, display, transmit, distribute, and create derivative works based on the Curricula solely for the purpose of using and adapting the Curricula to support Testing Location’s use of the Project. For clarity, the definition of “Curricula” includes any permitted adaptations made by Testing Location.

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.

Acknowledgement Regarding Student Data

Testing Locations that are or are associated with schools, school districts, educational organizations, or otherwise provide access to the Project to students (“Schools”) acknowledge that the collection of personal information of students (“Student Data”) may be subject to certain federal and state laws (including the Federal Education and Privacy Rights Act (“FERPA”), Children’s Online Privacy Protection Act (“COPPA”), California’s Student Online Personal Information Protection Act (“SOPIPA”), or similar laws and regulations). Any Student Data that is submitted to MLC is and will continue to be, the property of the School and is subject to the control and direction of the School. Schools have the ability to review, correct, and delete any Student Data submitted via the Project at the School’s site, but may contact MLC to correct or delete Student Data if necessary. In the event a third party requests access to Student Data, MLC will inform the relevant School of the request or instruct the third party to contact the School directly. MLC will not use Student Data for any purposes other than to operate, maintain and provide the Application, or as set forth in its Privacy Policy, or as otherwise allowed by student data privacy laws. MLC does not allow marketing within its Application or advertise to students or their families or guardians or develop profiles of students or their families or guardians for commercial purposes unrelated to the Application. MLC will not sell or otherwise disclose Student Data for targeted advertising or marketing purposes.

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.