QUALITY MATTERS PROGRAM SUBSCRIPTION AGREEMENT: BASIC
This Program Subscription Agreement ("Agreement") is made this ______ day of ___________________, 200__ (the
“Effective Date”), by and between (i) MarylandOnline, a consortium of Maryland colleges and universities that offer certificate and degree programs in a principally online format, whose address is 1997 Annapolis Exchange Parkway, Suite 300, Annapolis,
Maryland 21401 ("MOL"), and (ii) _________________. ("Subscriber"), whose address is
__________________________________________, who, intending to be legally bound, hereby agree as follows:
1.
INTRODUCTION
1.1
Through its Quality Matters™ project, MOL has developed a replicable pathway for inter-institutional quality assurance and course improvements in online learning and a process to certify the quality of online courses and online components. MOL makes certain benefits of the Quality Matters project available, in accordance with the terms of this
Agreement, to subscribers to the MOL Quality Matters program.
1.2
Subscriber wishes to obtain, and MOL agrees to make available to Subscriber, the benefits of the MOL
Quality Matters program in accordance with the terms and conditions of this Agreement.
2.
TERM AND TERMINATION
2.1
Term. The term of this Agreement shall commence upon the Effective Date hereof and, unless sooner
terminated in accordance with Section 2.2, shall expire one year from the Effective Date. Thereafter, the Agreement shall be
automatically renewed for subsequent one-year terms unless either party gives written notice to the other party, not less than forty-five (45) days prior to expiration of the then-current term, of its intention not to renew.
2.2
Termination. This Agreement may be terminated by either party in the event that the other party has not performed any material obligation or has otherwise breached any material term of this Agreement (a) immediately upon receipt of written notice thereof if the breach or nonperformance is incapable of cure, or (b) upon the expiration of thirty (30) days (or any longer cure period authorized by the nonbreaching party with respect to any individual breach) after receipt of written notice thereof if the breach or nonperformance is capable of cure and has not then been cured.
2.3
Subsequent Obligations. All user identifications and passwords for access and use of the Quality Matters
Rubric shall be terminated on the effective date of any termination or expiration of this Agreement, and Subscriber and its authorized users shall thereupon have no further ability to access or use the Quality Matters Rubric or any data that Subscriber or its authorized users may have stored in MOL’s computing environment. MOL shall retain all data that Subscriber and its authorized users have stored in the MOL computing environment for a period of thirty (30) days after the effective date of any termination or expiration of this Agreement, and so long as Subscriber has paid all amounts due to MOL in accordance with
Section 6, MOL shall during such thirty (30) day period provide a copy of such data, in the form and format in which it is
stored in the MOL computing environment, to Subscriber at Subscriber's request and expense. Upon the expiration of such thirty (30) day period, MOL shall purge all Subscriber data from the MOL computing environment.
3.
SUBSCRIBER’S RIGHTS
During the first one-year term of this Agreement and during any subsequent one-year renewal term, Subscriber shall be entitled to the following benefits:
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3.1
The Quality Matters™ Rubric. MOL has developed an automated, web-based tool for review and certification of the quality of online courses (the “Quality Matters Rubric”). Subscriber shall be issued:
3.1.1
the number of user identifications and passwords it requests to enable Subscriber’s online course development personnel to access the training version of the Quality Matters Rubric for professional development purposes; and
3.1.2
the number of user identifications and passwords necessary to enable the requisite number of
Subscriber reviewers and independent reviewers to access the fully functional version of the Quality Matters Rubric to support the review of Subscriber’s online courses by three reviewers of each course.
All use of the automated Quality Matters Rubric is subject to the license terms set forth in Section 5. Because the Quality
Matters Rubric is maintained and operated by MOL, Subscriber’s personnel have access to all updates and revisions to the
Quality Matters Rubric that are implemented by MOL during the term of this Agreement. In addition to the foregoing,
Subscriber may access and print a non-automated version of the Quality Matters Rubric for use only with Subscriber’s faculty for professional development purposes. Such nonautomated version contains a conspicuous notice that, and Subscriber agrees that, the Quality Matters Rubric is proprietary to MOL and may not be further copied, disclosed or used by recipients for any purposes other than Subscriber’s internal professional development purposes.
3.2
Quality Matters™ Training.
One member of Subscriber’s online course development personnel shall be entitled to attend MOL’s
Institutional Representative Training program without a tuition charge.
3.2.1
Certified and eligible Peer Reviewers from Subscriber’s institution will be entitled to participate in
Rubric Update training, when required, without a tuition charge. This training is required for Peer Reviewers to maintain their eligibility status for peer reviews. Subscriber or its participant is responsible for any travel and travelrelated expenses incurred in connection with participation in MOL training programs.
3.3
Users Group Participation. One (1) Subscriber representative shall be entitled to participate in MOL’s online discussions and annual meetings of users of the Quality Matters Rubric to discuss the tool and suggest possible improvements for consideration by MOL. Subscriber or its representative is responsible for any travel and travel-related expenses incurred in connection with participation in the Quality Matters Users Group.
4.
SUBSCRIBER’S OBLIGATIONS
4.1
Security. Subscriber recognizes the proprietary nature of the Quality Matters Rubric and that access to the
Quality Matters Rubric must be limited pursuant to the license terms set forth in Section 5. Subscriber and its personnel are
responsible for maintaining the confidentiality of the user identifications and passwords issued for the Quality Matters Rubric, and Subscriber is further responsible for any consequences that may result from the disclosure and unauthorized use of this information.
4.2
Equipment. Subscriber is responsible for obtaining all personal computers, computer software other than the
Quality Matters Rubric and Internet access that may be necessary or useful for accessing and using the Quality Matters Rubric.
4.3
Modifications. MOL reserves the right to modify the Quality Matters Rubric, Quality Matters training and training materials, and other aspects of the Quality Matters program at any time and from time to time.
5.
LICENSE TERMS FOR THE QUALITY MATTERS RUBRIC
MOL hereby grants to Subscriber, and Subscriber hereby accepts, a nonexclusive, nontransferable license to permit access and use of (a) the training version of the Quality Matters Rubric by Subscriber’s online course development personnel for professional development purposes, and (b) the fully functional version of the Quality Matters Rubric by the requisite number of Subscriber reviewers and independent reviewers to support the review of Subscriber’s online courses by three reviewers of each course. Each person to whom Subscriber provides a user identification and password in order to enable such person to access and use the Quality Matters Rubric shall be required to indicate assent to the following license terms as a condition of being given access to the Quality Matters Rubric:
5.1
License Grant. MOL hereby grants to you, for the term set forth in Section 2 of the MarylandOnline™
Quality Matters™ Subscription Agreement, a nonexclusive, nontransferable license to (a) access and use the training version of the Quality Matters Rubric for professional development purposes, and (b) access the fully functional version of the Quality
Matters Rubric to enable review of Subscriber’s online courses. You are expressly prohibited from (i) attempting to copy or
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duplicate the Quality Matters Rubric, (ii) making the training version of the Quality Matters Rubric available for use by anyone else, (iii) making the fully functional version of the Quality Matters Rubric available for use by anyone else or using the Quality
Matters Rubric for any purpose other than review of Subscriber’s online courses permitted by this provision; and (iv) causing or permitting the reverse engineering, disassembly or decompilation of the Quality Matters Rubric.
5.2
Title. Title to the Quality Matters Rubric is retained by MOL and shall not pass to you or any other person who accesses the Quality Matters Rubric with a user identification and password issued by Subscriber.
5.3
Warranty Disclaimer. THE QUALITY MATTERS RUBRIC IS PROVIDED TO YOU ON AN “AS-IS”
BASIS, AND YOU HEREBY WAIVE ALL WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO THE
QUALITY MATTERS RUBRIC, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NOININFRINGEMENT.
5.4
Limitations and Exclusions of Liability. YOU ACKNOWLEDGE THAT YOU HAVE PAID
MARYLANDONLINE NOTHING FOR USE OF THE QUALITY MATTERS RUBRIC, AND YOU HEREBY AGREE
THAT MARYLANDONLINE WILL HAVE NO LIABILITY TO YOU FOR DIRECT, INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL, EXEMPLARY OR OTHER DAMAGES OF ANY KIND OR NATURE INCURRED BY
YOU AND ARISING OUT OF OR IN CONNECTION WITH THE QUALITY MATTERS RUBRIC, WHETHER BASED
UPON BREACH OF CONTRACT OR TORT, INCLUDING NEGLIGENCE, EVEN IF ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
5.5
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the
State of Maryland applicable to contracts made and performed in Maryland.
5.6
Entire Agreement. This Agreement contains the entire understanding between MarylandOnline and
Subscriber’s authorized user regarding the use of the Quality Matters Rubric and supersedes all previous oral and written agreements on the subject hereof.
6.
WARRANTY DISCLAIMER
THE QUALITY MATTERS RUBRIC is PROVIDED TO SUBSCRIBER FOR ITS OWN BENEFIT AND FOR
USE BY SUBSCRIBER’S AUTHIORIZED USERS ON AN “AS-IS” BASIS, AND SUBSCRIBER HEREBY WAIVES ALL
WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO THE QUALITY MATTERS RUBRIC, INCLUDING
WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NOININFRINGEMENT.
7.
SERVICE FEES
7.1
Fees. Subscription fees, training program tuition charges, charges for MOL-managed peer reviews of online courses, and charges for other services offered by MOL that are in effect as of the Effective Date are set forth in Exhibit A.
MOL reserves the right to adjust the fees and charges set forth in Exhibit A at any time and from time to time by electronic notice to Subscriber or by posting adjustments to the fees and charges on MOL’s Quality Matters website, www.qualitymatters.org, at least thirty (30) days in advance of the effective date of an adjustment. Subscriber is advised to inquire about current fees and charges in effect at the time that participation in any additional MOL training programs or acquisition of other MOL services is under consideration.
7.2
Taxes. All fees and charges described in Exhibit A are exclusive of all federal, state, municipal or other governmental excise, sales, use, personal property and occupational taxes, excises, withholding obligations and other levies now in force or enacted in the future and, accordingly, Subscriber will pay all such taxes and levies other than any tax or levy on the net income of MOL.
7.3
Payment Terms. All payments shall be remitted in sufficient time so as to be received by MOL within thirty
(30) days after the date of the applicable MOL invoice. MOL, at its sole discretion, may charge interest on past-due payments not exceeding one and one half percent (1-1/2%) per month or fraction thereof, for failure to make any payment in a timely manner. Subscriber shall be liable for any costs that MOL is required to incur to collect past-due amounts due, together with interest and reasonable fees of attorneys and other professionals.
8.
INDEMNIFICATION
8.1
By MOL. MOL shall indemnify, defend and hold Subscriber harmless from and against any and all liability, damages, loss or expense (including reasonable fees of attorneys and other professionals) arising from any claim, demand, action or proceeding initiated by any third party based upon infringement of a patent, copyright or other proprietary right as a
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result of Subscriber’s use of the Quality Matters Rubric or any Quality Matters training materials if the claim does not arise out of modification of the MOL materials by anyone other than MOL.
8.2
By Subscriber. Subscriber shall indemnify and hold MOL harmless from and against any and all liability, damages, loss or expense (including reasonable fees of attorneys and other professionals) arising from any claim, demand,
action or proceeding initiated by any third-party, other than a claim, demand, action or proceeding described in Section 8.1,
based upon Subscriber’s or its employees use of the Quality Matters Rubric, the Quality Matters training or training materials, or any other materials or services provided to Subscriber by MOL.
9.
EXCLUSION AND LIMITATION OF LIABILITY
9.1
Limitations and Exclusions. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL,
CONSEQUENTIAL, SPECIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES OF ANY KIND OR NATURE
INCURRED BY THE OTHER PARTY AND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,
WHETHER BASED UPON BREACH OF CONTRACT OR TORT, INCLUDING NEGLIGENCE, EVEN IF ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
9.2
Maximum Aggregate Liability. THE LIABILITY OF EACH PARTY TO THE OTHER PARTY UNDER
THIS AGREEMENT, FOR CLAIMS OR CAUSES OF ACTION ARISING DURING ANY ONE-YEAR TERM HEREOF,
WHETHER ARISING OUT OF BREACH OF CONTRACT OR TORT, INCLUDING NEGLIGENCE, SHALL IN NO
EVENT EXCEED AN AMOUNT EQUAL TO THE SUBSCRIPTION FEE ACTUALLY PAID TO MOL BY SUBSCRIBER
FOR SUCH ONE-YEAR TERM AND ANY ADDITIONAL FEES AND CHARGES ACTUALLY PAID TO MOL BY
SUBSCRIBER DURING SUCH ONE-YEAR TERM FOR OTHER MATERIALS AND SERVICES.
9.3
Acknowledgement. The parties acknowledge and agree that the limitations of liability and disclaimers of warranty set forth in this Agreement are independent of any remedies hereunder and apply regardless of whether any remedy fails of its essential purpose. The parties further acknowledge that MOL has set its fees and other charges in reliance on the disclaimers of warranty and limitations and exclusions of liability set forth in this Agreement and that the same form an essential basis of the bargain between the parties.
10.
CONFIDENTIALITY
Subscriber may obtain information which is proprietary to or confidential to MOL, including without limitation information relating to MOL’s Quality Matters TM program, the Quality Matters Rubric, business and marketing plans, QM Materials, and product and service development efforts (the “ Confidential Information ”). Confidential Information shall exclude all information, which (a) is at the time of disclosure, or thereafter becomes, a part of the public domain through no act or omission of Subscriber, its employees or agents; (b) was in Subscriber’s possession as shown by written records prior to the disclosure by
MOL and had not been obtained by Subscriber either directly or indirectly from MOL; (c) is hereafter disclosed to Subscriber by a third party who did not acquire the information directly or indirectly from MOL hereunder; (d) was independently developed by Subscriber without use of the Confidential Information, as evidenced by contemporaneous written records; or (e) was required by law to be disclosed, but only to the extent and for the purposes of such required disclosure. Subscriber agrees to hold all Confidential Information in strict confidence and not to copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give or disclose such information to third parties, or to use such information for any purposes whatsoever other than pursuant to the terms and conditions set forth in this Agreement and to advise each of its employees and agents of their obligations to keep such information confidential.
11.
MISCELLANEOUS
This Agreement may not be amended except by written instrument executed by MOL and Subscriber. This Agreement shall not be contravened by any terms contained in any purchase order, confirmation or acknowledgment signed by the parties hereto, and no modification or amendment of this Agreement shall be deemed effected by any purchase order, confirmation or acknowledgment containing other or different terms. Should any such purchase order, confirmation or acknowledgment contain additional or different terms, those terms shall be considered proposals by Subscriber which are hereby rejected. Neither this
Agreement nor any obligations or duties hereunder may be assigned or delegated by Subscriber, and any purported assignment by Subscriber shall be void and without force or effect. MOL reserves the right to include (a) Subscriber’s name in a list of
Quality Matters subscribers that MOL may publish on the Quality Matters website and elsewhere and (b) a link to Subscriber’s website on the Quality Matters website. This Agreement contains the entire understanding of the parties and supersedes all previous oral and written agreements on the subject hereof. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Maryland applicable to contacts made and performed in Maryland.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
MarylandOnline, Inc. (MOL) _________________________________ (Subscriber)
By:
Title:
Date:
By:
Title:
Date:
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EXHIBIT A to Basic Subscription
MarylandOnline Quality Matters Fee Schedule
August 1, 2009 1
Annual Subscription Fees:
H IGHER E DUCATION I NSTITUTIONS AND A GENCIES :
Quality Matters Materials
Per-copy charge for Pamphlets
Per-copy charge for Annotated Workbook
$1500
TBA
$9.95 (incl. shipping/handling; payable by credit card)
Official Course Reviews Managed by Quality Matters $900 per course (reflects $300 subscriber discount)
QM-Managed course reviews are based on availability and offered on a first-come, first-served basis.
Training Program Tuition
Online Courses: (All fees are per participant.)
Institution Representative Training (IRT) Free (for up to two participants)
Applying the QM Rubric (APP with PRC) $250.00 (amount reflects $75 Subscriber Discount)
Peer Reviewer Certification (PRC– stand alone ) $75.00 (amount reflects $25 Subscriber Discount)
Improving Your Online Course (IYOC) $150.00 (amount reflects $50 Subscriber disco unt)
Building Your Online Course (BYOC) $150.00 (amount reflects $50 Subscriber discount)
Master Reviewer Training (MRT) $250.00 (amount reflects $100 Subscriber Discount)
Standard 1: Design That Welcomes Your Students (ST1) $150.00 (amount reflects $50 Subscriber Discount)
Standard 2: Measurable Learning Objectives (ST2) $150.00 (amount reflects $50 Subscriber Discount)
Standard 6: Choosing and Using Media Effectively (ST6) $150.00 (amount reflects $50 Subscriber Discount)
Standard 8: Accessibility (ST 8) $150.00 (amount reflects $50 Subscribe r Discount)
For additional online courses, see www.qualitymatters.org
1 Fees are subject to adjustment by MOL at any time upon 30 days notice, which may be published on the MOL website, www.qualitymatters.org.
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Onsite Training Workshops
Note: All fees are in addition to Facilitator Expenses (Per Diem, Hotel, Transport)
*Applying the QM Rubric (APPQMR) [up to 30 participants]
*Pre-purchased cohort (≤20 participants) online PRC
$2800.00 (amount reflects $500 Subscriber discount)
$500.00 (must schedule with onsite APPQMR)
Improving Your Online Course (IYOC) [up to 20 participants]
Building Your Online Course (BYOC) [up to 20 participants]
$1200.00 (amount reflects $300 Subscriber discount)
$1200.00 (amount reflects $300 Subscriber discount)
Standard 1: Design That Welcomes Your Students (ST1) $1200.00 (amount reflects $300 Subscriber Discount)
Standard 2: Measurable Learning Objectives (ST2) $1200.00 (amount reflects $300 Subscriber Discount)
Standard 6: Choosing and Using Media Effectively (ST6) $1200.00 (amount reflects $300 Subscriber Discount)
Standard 8: Accessibility (ST 8) $1200.00 (amount reflects $300 Subscriber Discount)
For additional onsite training workshops, see www.qualitymatters.org
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