HomeMy WebLinkAboutC2015-052 - 3/24/2015 - Approved OpenSesame` OPENSESAME INC 1520 NW Davis#200,Portland,OR 97209 I (503)80&1268
Order No. CCO21215 Date: 12 February 2015
Customer/Billing Contact: City of Corpus Christi/ Liza Wisner
Billing Address : 1201 Leopard St, #2130, City Hall, 2nd Floor
City: Corpus Christi State: TX Zip: 78401
Phone:361-239-8760 Email: LizaW@cctexas.com
RECURRING CHARGES START DATE: Upon Course Delivery
ITEM DESCRIPTION PRICE
OpenSesame Plus Subscription to a curated offering of-3.000 $24.86 3,000 $74,580.00
Annual courses
TOTAL AMOUNT $74,580.00
Payment Method: = Credit Card = ACH = Check
CUSTOMER OPENSESAME INC
Signature: T4„, 1.45 7;4'1'4'14
as Turnbull(Feb 25,2015)
Email: tom.turnbull@opensesame.com
VP
Terms&conditions
Ownership of courses will not be transferred to Customer.Customer shall have OpenSesame retains the right to substitute substantially similar courses for those
the right to use the courses consistent with the license purchased for such initially selected as necessary,
courses.OpenSesame and its Sellers are not liable nor do OpenSesame and its The term of this Sales Order shall be 12 months from the date of delivery of course
Sellers warrant the courses provided by any Seller via the OpenSesame files to Customer.
and all responsibility or OpenSesame reserves the right to disable courses and terminate this Sales Order in
eliability.or availability the event of late payment.
2015-052 rpenSesame.Customer This Sales Order is subject to the terms and conditions found in exhibit A(Terms
osing a course.This is and Conditions)and exhibit B(Privacy Policy).
3/24/15 nce from OpenSesame
M2015-028 INDEXED
OpenSesame Inc.
EXECUTED by the PARTIES, both of which hereby represent that the signatures to this
AGREEMENT, below, are of those persons with the capacity and authority to legally bind the
PARTIES.
CUSTOMER
CITY 'F CORPUS CHRISTI OPENSESAME INC
T�o..as1:64.1Lra
�. -_C 25 2215
.Q-CC Ronald Olso • Tom Turnbull
City Manager Vice President
5 Feb 25, 2015
Date Date
ATTEST:
PC2-11-Q -C-C• )4L-t/---k
Rebecca Huerta
City Secretary
/ 3 � 1j�
Date
P\71)15-0AUINUhiu..
IT COWL 2
Sf.CItFTARv
APPROVED AS TO FORM:
VU/d) t1-1-15.
Buck Brice (Date)
Assistant City Attorney
For City Attorney
Page 2 of 10
Exhibit A
Terms and Conditions
General Terms
Before getting started.please review the following terms. Please note that as a Buyer or Seller of content
via the OpenSesame marketplace you must review and agree to separate terms. You will be presented
with such terms at the time you either purchase courses or go through the process of adding content for
sale via OpenSesame.
Assuming you agree to all terms.please acknowledge by accepting below.By agreeing to these terms.
Iyou are also agreeing to the OpenSesame Privacy Policy_found in exhibit B.
The general terms of service, separate Buyer and Seller terms.and/or the privacy policy can be changed
where both parties agree in writing when such terms do not substantially modify the terms of the
agreement.
Registration
You understand and agree to the following:
1. You must use a valid e-mail address and create a username during the registration process.
2. You are responsible for all uses of your account.You must keep your password confidential.We
may refuse,at our sole discretion,to allow you to register a username that is trademarked.
inappropriate,or impersonates another individual.
3. You agree to let OpenSesame immediately know of any unauthorized use of your account.
4. If you are less than 13 years old.you may not use OpenSesame. If you are between 13 and 17
years old.then you must have parental consent to use this service.By registering for
OpenSesame.you are indicating that you have the capacity to understand these Terms of Service.
OpenSesame will not be held liable for any loss or damage for non-compliance.
5. You understand and agree that OpenSesame does not control.verify or endorse Courses unless
explicitly stated.
6. When registering with OpenSesame.you must provide, and maintain.accurate.current.and
complete information about yourself.
7. OpenSesame reserves the right to refuse the service to any user.
Deactivation
You can deactivate,or terminate.your account at any time and for any reason. OpenSesame can also
deactivate.or terminate,your account at any time and for any reason.We also reserve the right to use any
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Exhibit A
means(legal.operational.or technological)available to enforce these terms. Once deactivation occurs.
your rights to access the OpenSesame marketplace will cease to exist.
Your Warranties
You warrant and represent to OpenSesame that you are: 1.Not a minor and you have the legal right and
ability to agree to and abide by these terms.or: 2.If you are between the ages of 13 and 17 that you have
parental consent and agreement to use the OpenSesame marketplace: 3.You hold and will continue to
hold all the ownership.license.proprietary.and other rights necessary to enter into, authorize.grant
rights.and perform your obligations under these terms.
Other Terms
These terms shall be governed in all respects by the laws of the State of Texas,USA, and any disputes
arising hereunder shall be submitted to state and federal courts in Nueces County.Texas and you agree to
and consent to the exclusive jurisdiction of such courts. If any of these terms are deemed invalid,then the
remaining terms shall still be enforced.OpenSesame is not responsible for any delay or failure in
performance resulting directly or indirectly from causes beyond OpenSesame's reasonable control.
Official correspondence must be sent via email to: info@opensesame.com. If you are not a resident of the
United States of America.then you agree to follow all applicable laws and local rules regarding the
transmission of data from the United States and the country in which you live.
These terms, including Buyer and Seller terms that you may separately agree to as part of registering to
do business with OpenSesame.represent the complete.entire, and exclusive understanding and agreement
between you and OpenSesame. These terms supersedes all prior.written or oral.understandings or
agreements.
Buyer Terms
If you purchase courses via OpenSesame from any Seller in the marketplace.you will be responsible to
pay the fee associated with such courses and any applicable taxes.You agree to pay for all courses
purchased through the OpenSesame system.
What You Are Buying
When you purchase a course.you are purchasing a non-exclusive license to use that course consistent
with the purchased license type. Ownership of all intellectual property rights.including all copyright.
trademarks.designs and patents whether registered or unregistered.and all other intellectual property.
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Exhibit A
software and goodwill relating to the course will remain with the Seller. All course seats are sold for
single person usage only and not to be broadcast, or otherwise shared.
You agree not to copy.record. edit or alter or otherwise interfere with the courses provided by the Seller.
This shall include without limitation: a)not using recording equipment to record during playback of the
courses:b)not overlaying the courses with other audio,video or images or distorting the quality of the
training programmes: and c)not removing,editing or otherwise interfering with(or attempting to remove.
edit or otherwise interfere with)any names.marks. logos or branding on the courses.
You agree not to(or attempt to)interfere with or disrupt the proper operation of the Seller's or
OpenSesame's software,hardware. systems or networks or courses. including(but not limited to)not
knowingly or negligently transmitting files that may interrupt. damage. destroy or limit the functionality
of any computer software,hardware. systems or networks. including(without limitation)corrupted files
or files that contain viruses.trojans.worms. spyware or other malicious content.
You may not use the courses for any purpose other than for the purpose for which it has been provided
and you agree not to use the courses for illegal or inappropriate purposes. In particular.you agree that you
will not use the courses to do any of the following: a)convey any false.unlawful.harassing.defamatory.
abusive.hateful.racial,threatening.harmful.vulgar. obscene. seditious or otherwise objectionable or
offensive material of any kind or nature:b)carry out any commercial business. send any unsolicited
commercial emails. advertise or offer to sell any goods or services or conduct or forward surveys,contests
or chain letters: or c)falsify the origin or source of any content or other material.
Your right to access and use the courses may not be assigned.transferred or sublicensed by you.
Individual Course Purchase Licenses
When you purchase individual courses.or course bundles.users will have twelve(12)months from the
date of purchase to access any individual course. Users will thereafter have twelve(12)additional months
of access for such course(s).
Site License Purchases
When you purchase a site license an unlimited number of users.from an individual company(limited to a
single Internet domain)may access the course for twelve(12)months from purchase(when the order is
completed).
Pay Per Use Licenses
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Exhibit A
Courses purchased via a Pay Per User license(available via OpenSesame sales representative only)pay
for courses that are accessed by users. Courses are deemed accessed when the greater of more than two
(2)minutes or 50%of a course is taken.
OpenSesame Plus(Plus)Subscription Licenses
Single Plus purchasers may access an unlimited number of courses made available via the Plus
subscription while the subscription fee.whether it be monthly or annual.is current. The Plus library is a
specific subset of OpenSesame courses and is subject to change from time to time at OpenSesame's
discretion.
No Liability
OpenSesame. and its Sellers, are not liable for,nor do OpenSesame and its Sellers warrant the courses
provided by any Seller via the OpenSesame marketplace. OpenSesame and its Sellers disclaim any and all
responsibility or liability for the content,completeness. accuracy. legality.non-infringement.reliability.
or availability of information or materials displayed on.or delivered via OpenSesame. You are
responsible for conducting your own research before choosing a course. This is the case even in the event
that you request assistance from OpenSesame in selecting courses. OpenSesame's cumulative liability for
any claim will be limited to the fees received via the sale of courses over the preceding 12 months.
Course Substitutions
OpenSesame retains the right to substitute substantially similar courses for those initially selected as
necessary. OpenSesame also reserves the right to remove courses from the OpenSesame marketplace.In
the event that a purchased course is removed. OpenSesame shall issue a pro rata refund of the purchase
price for such course.
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Exhibit B
Privacy Policy
OpenSesame Values Your Privacy
This Privacy Policy(this"Policy")describes how OpenSesame Inc. (-OpenSesame").treats information
collected from you at the OpenSesame web site(http://www.opensesame.com)(the"Site")and how it
uses and discloses such information. By accessing the Site.you consent to the collection.use and
disclosure of your information in accordance with the terms of this Policy. If you do not wish your
information to be collected.used or disclosed in the manners described in this Policy,please do not access
the Site or make use of OpenSesame's training services and related goods.
OpenSesame may collect two types of
information
1. Aggregate Information. For purposes of this Policy. information that is anonymous.aggregate
information(such as pages visited on the Site.browser type.referring URL,IP address)will be
referred to as"Aggregate Information." Aggregate Information is not connected to you or to any
other personally-identifiable information relating to you.
2. Personal Information. For purposes of this Policy,personally-identifiable information that is
connected to you or other personally-identifiable information relating to you. including.but not
limited to your name.billing address.payment information,home address,electrical license
information.telephone number.e-mail address.birth date. or gender.will be referred to as
"Personal Information."
Children under 13
OpenSesame complies with requirements of the Children's Online Privacy Protection Act(COPPA)and
the FTC's Rule interpreting COPPA(16 CFR§ 512). The Site is not directed to children of any age and
OpenSesame does not knowingly collect any Personal Information from children under 13 years in any
manner.
Use of Information
1. Aggregate Information. OpenSesame uses Aggregate Information only to generate statistical
reports, such as reports about the use of the Site. Such reports are used to make the Site better
meet your needs or to allow OpenSesame to better conduct its business.
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Exhibit B
2. Personal Information. OpenSesame uses Personal Information to fulfill your requests for certain
products and services:to customize the content you see: and to contact you about specials and
new products. OpenSesame reserves the right to use third party providers to assist in providing
services such as shipping. credit card processing, and communication regarding OpenSesame's
services. When OpenSesame uses third parties such as these. OpenSesame requires that the third
parties comply with this Policy and any other appropriate confidentiality and security measures.
OpenSesame may also share Personal Information with third parties in limited circumstances.
including when complying with legal process.preventing fraud or imminent harm. and ensuring
the security of OpenSesame's network and services.
Disclosures of Information
1. Personal Information. OpenSesame does not sell.rent or share personally-identifiable
information to or with any third party not affiliated with or owned by OpenSesame. except that
OpenSesame may disclose such information to service providers who may assist OpenSesame in
providing services to you or in such areas reporting the completion of certain types of training.
OpenSesame will disclose your personal information to third parties when you give us permission
to do so.If you create a public profile on OpenSesame. any information you include in that
profile will be disclosed publicly.
2. Aggregate Information. Aggregate information is used solely for internal purposes to help
OpenSesame improve its users' experience at the Site and to better provide its services to you.
3. Cookies. OpenSesame may use"cookies"to recognize and count new visitors and to acquire
Aggregate Information that lets OpenSesame analyze traffic patterns and tune the performance
and functionality of the Site. A cookie is a file that is placed on your hard drive when you visit a
web site. It contains specific information that allows the Site to"recognize"your computer the
next time you visit. The most important use for cookies is to eliminate the need for you to re-
enter your information every time you visit the Site. Most browsers accept cookies by default.
but you can turn off cookies using your browser settings. To learn how, see: for Microsoft
Internet Explorer users.www.microsoft.com/info/cookies.htm: for Firefox users.
http://mozilla.gu nears.net/firefox_help_fi efox_cookie t torial.html. If you turn off cookies.
certain Site features may no longer work or may work differently. Please note that when you
accept a cookie from the Site. OpenSesame does not gain access to your hard drive or personal
information other than the information you have provided to us. OpenSesame does not provide
cookie information to any third party.
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Exhibit B
4. Disclosure as Required by Law. OpenSesame will disclose user Personal Information when
required by law or if OpenSesame has a good-faith belief that such action is necessary to comply
with a current judicial proceeding. a court order or legal process served on OpenSesame.
5. Business Transition. In the event OpenSesame goes through a business transition. such as a
merger. acquisition by another company or a sale of a portion of OpenSesame's assets.our
customers' Personal Information may be part of the assets transferred. Disclosure of users'
Personal Information in such a situation.or in contemplation of such a situation, shall be deemed
consistent with this Policy. However. such a transfer may result in a change in this Policy, and
you are advised and strongly encouraged to review this Policy frequently.
Links
The Site contains or may contain links to other web sites. OpenSesame is not responsible for the privacy
practices or content of these other web sites. This Policy applies solely to information collected by the
Site. OpenSesame encourages you to be aware when you leave the Site and to read the privacy
statements of each and every web site that collects Personally Information.
Security
OpenSesame takes commercially-reasonable precautions to protect your information. However, given the
nature of the Internet and the fact that network security measures are not infallible.OpenSesame cannot
guarantee the security of Personal Information submitted through the Site. OpenSesame also makes an
off-line effort to protect your Personal Information. OpenSesame makes commercially-reasonable efforts
to restrict access to Personal Information to employees who need the information to perform a specific
job. OpenSesame maintains commercially-reasonable physical.electronic and managerial procedures to
safeguard the Personal Information OpenSesame collects.
Contacting, Updating and Opting Out
You may use the contact information provided below to request a change in your Personal Information
(such as address correction)or to have your Personal Information removed from OpenSesanie's database.
OpenSesame will correct,update. or remove your Personal Information according to your request. You
may also use the contact information below if you have any questions. comments or complaints about this
Policy or your dealings with the Site.OpenSesame info)OpenSesame.com 2828 SW Corbett Ave..Suite
135.Portland.OR 97201 United States of America(503) 808-1268
U.S. — EU Safe Harbor Privacy Statement
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Exhibit B
OpenSesame complies with the U.S.-EU Safe Harbor Framework and the U.S.-Swiss Safe Harbor
Framework as set forth by the U.S.Department of Commerce regarding the collection.use. and retention
of personal information from European Union member countries and Switzerland. OpenSesame has
certified that it adheres to the Safe Harbor Privacy Principles of notice.choice, onward transfer,security.
data integrity.access. and enforcement.To learn more about the Safe Harbor program,and to view
OpenSesame's certification,please visit http://www.export.gov/safeharbor/
In compliance with the US-EU and US-Swiss Safe Harbor Principles.OpenSesame commits to resolve
complaints about your privacy and our collection or use of your personal information.European Union or
Swiss citizens with inquiries or complaints regarding this privacy policy should first contact OpenSesame
at info@OpenSesame.com OpenSesame.com 2828 SW Corbett Ave.. Suite 135.Portland.OR 97201 United States of
America(503)808-1268.
OpenSesame has further committed to refer unresolved privacy complaints under the US-EU and US-
Swiss Safe Harbor Principles to an independent dispute resolution mechanism,the BBB EU SAFE
HARBOR operated by the Council of Better Business Bureaus.If you do not receive timely
acknowledgment of your complaint.or if your complaint is not satisfactorily addressed by OpenSesame.
please visit the BBB EU SAFE HARBOR web site at www.bbb.org/us/safe-harbor-complaints for more
information and to file a complaint.
Policy Changes
OpenSesame reserves the right to make,at its sole discretion. any changes.modifications.additions or
deletions to all or portions of this Policy at any time. OpenSesame recommends that you review this
Policy frequently. If OpenSesame makes a material change to this Policy.OpenSesame will notify you
by standard mail or e-mail.or by clear notice on OpenSesame's home page. The changes will not be
effective against you until the notice has been provided and you have assented to the change through
continued use of the Site.
Traveling Beyond the OpenSesame Internet
Portal
As a trade-specific portal.this Site provides you with a doorway to the Internet. When you travel beyond
this Site.OpenSesame advises you to browse carefully. This Policy does not apply to the practices of
companies that OpenSesame does not own or control.or to people that OpenSesame does not employ or
manage. OpenSesame recommends that you read the Federal Trade Commission reports and discussions
regarding privacy and security located at: http://www.ftc.gov/bcp/menus/consumer/tech/privacy.shtm
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