Terms of Use

PART I: TEEN WELLNESS SCHOOL/DISTRICT LICENSE AGREEMENT
Last Update: September 26, 2014

This Teen Wellness School/District Agreement (“Agreement”) is a contract between a school/district (“Licensee”) and Mevident, Inc. and applies to the use of Teen Wellness within the school/district.

You must read, agree with and accept all of the terms and conditions contained in this Agreement. We may amend this Agreement at any time by posting a revised version on our website. The revised version will be effective at the time we post it.

WITNESSETH:

WHEREAS, Mevident has developed or licensed Teen Wellness, certain proprietary interactive online wellness education products which are hosted on servers and made available by means of the Internet as identified in Section I of Exhibit A (the “Teen Wellness");

WHEREAS, Licensee provides education to Students (the “Licensee Education Services”);

WHEREAS, Licensee desires for Mevident to provide Teen Wellness, which will be utilized by the Licensee Designated Users in enrolling and educating Licensee Students in and through Teen Wellness, and Mevident desires so to provide Teen Wellness, subject to the terms and conditions of this Agreement; and

WHEREAS, Licensee is familiar with the need for Teen Wellness and Mevident desires to appoint Licensee as a non-exclusive licensee for as set forth herein and subject to the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth, Mevident and the Licensee agree as follows:

TERMS AND CONDITIONS:

Section 1. DEFINITIONS.

"Aggregate Data" means a set or compilation of data collected by Mevident from a group of Students that does not include any individual Student's personally identifiable information and from a group of Designated Users that does include the activity performance data of each user.

"Business Day" means any day other than (i) a Saturday or Sunday or (ii) a day on which banking institutions located in San Francisco, California are permitted or required by law, executive order or governmental decree to remain closed.

"Designated User(s)" means authorized users who have formal employment or contractual relationship with the Licensee and are permitted to use Teen Wellness by the Licensee; Licensee is responsible, without limitation, for all obligations of designated users within this Agreement.

"Enhancements" means updates to Teen Wellness that are automatically added by Mevident to Teen Wellness on the release date of the Enhancement for no additional charge to its Licensees generally.

"Effective Date" means the date, no sooner than the Agreement Date, on which Teen Wellness is made available to a Designated User.

"School Counselor" means an individual with appropriate training and appropriate professional license, independent of Mevident training, to provide Licensee Education Services.

"School/District Administrative Account" means an account on Teen Wellness a school/district will access in order to manage Teen Wellness subscriptions.

"Student" means an individual receiving School Counseling Services through Licensee.

"Student User" means Student(s) a Designated User enrolls on Teen Wellness.

"User" means Designated Users, Students, Students' guardians, or Licensee administrators accessing Teen Wellness.

"User Content" means information, data, text, software, music, sound, photographs, graphics, video, messages, tags or other materials.

"User Data" means any user related information that is available on Teen Wellness, including, but not limited to usernames, passwords and user profiles.

"Teen Wellness" means those proprietary interactive online wellness education products and services (including the related databases and content), developed, implemented, and hosted by Mevident to be used in the context of Licensee Education Services.

"Subscription Plan" means a plan purchased by a school/district that determines the number of new student accounts the school/district can create on Teen Wellness.

Section 2. SCOPE, LICENSE, OWNERSHIP OF INTELLECTUAL PROPERTY

2.1 Teen Wellness is only an educational tool. Teen Wellness helps School Counselors provide wellness education to Students remotely by exchanging user content with Students through internet, however, it does not substitute for Licensee Education Service provided to your Students.

2.2 Subject to the terms of this Agreement, Mevident grants to Licensee a non-exclusive, non-transferable, limited right and license during the term of this Agreement to allow Designated Users the right to access, display, and use Teen Wellness in enrolling and educating the Students in and through Teen Wellness (with no right to sublicense).

2.3 Licensee agrees not to modify, adapt, alter or create derivative works from Teen Wellness or any subpart thereof (including proprietary markings).

2.4 Mevident and its content suppliers own all copyright and other proprietary rights in Teen Wellness and any customization and all other extensions and Enhancements created pursuant to this Agreement or otherwise. Licensee acknowledges and agrees that this is a license agreement and not an agreement for sale. As such, Mevident assigns no copyrights. As between the parties, all rights, title and interest in and to Teen Wellness, including all updates, upgrades, bug fixes, modifications, enhancements and new versions of Teen Wellness and all worldwide intellectual property rights that are embodied in, related to, or represented by Teen Wellness are, and at all times will be, the sole and exclusive property of Mevident or its licensors, as the case may be.

2.5 All rights not expressly granted in this Agreement are reserved to Mevident.

Section 3. FEES AND PAYMENT.

3.1 Licensee shall provide a purchase order for the Subscription Plan defined on Exhibit A. The payments terms set forth in Exhibit A are exclusive of any applicable taxes. Licensee shall pay all fees owed to Mevident within thirty (30) days after receipt of an invoice.

Section 4. TERM; RENEWAL; TERMINATION.

4.1 This Agreement will commence on the date Licensee accesses their School/District Administrative Account on Teen Wellness first time and accept this Agreement prompted automatically. Mevident creates the School/District Administrative Account on Teen Wellness which shall happen within fifteen (15) days from the receipt of the first purchase order by Mevident. This Agreement shall stay effective unless either party notifies the other party in writing of its intent to terminate the Agreement.

4.2 In the event either party materially breaches this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice concerning the breach, the other party may terminate this Agreement.

4.3 Mevident may terminate this agreement with sixty (60) days prior notice, when there’s no User access to Teen Wellness for more than 12 months.

4.4 Upon expiration or termination of this Agreement for any reason, all fees and charges actually incurred as set forth in Section 3 will be immediately due and payable, and Mevident will immediately discontinue the access to Teen Wellness by all Users.

4.5 If there’s no payment of fees for one hundred eighty (180) days after the receipt of the first invoice, this Agreement will be automatically terminated, and Mevident will immediately discontinue the access to Teen Wellness by all Users.

4.6 Mevident is not responsible for any loss of User Data and User Content in the case of termination.

Section 5. RESPONSIBILITIES; CHANGE CONTROL PROCEDURES; DELIVERY AND ACCEPTANCE.

5.1 Mevident shall: (a) provide service level guarantees to Licensee in accordance with the Service Level Agreement, attached hereto as Exhibit B; and; (b) comply with all the provisions of Section 7, below, for the protection of Student data.

5.2 Mevident will not display any third party marketing on Teen Wellness. "Marketing" as used in this paragraph includes but is not limited to any promotion, banner advertisements, or advertisements for related services.

5.3 Mevident shall make available Teen Wellness via the internet. Mevident is not responsible for any expense, procurement, operation or maintenance of the necessary equipment, including all internet connections and telecommunications lines and capabilities necessary and appropriate for Users to access and use Teen Wellness. Licensee acknowledges that Mevident makes no representations regarding IT environment Users have and shall not be responsible for the availability or adequacy of such environment. Mevident shall not be liable for any damage, disclosure, delay, or downtime caused in whole or in part by the failure or inadequacy of IT environment of Users.

5.4 Licensee shall: (a) comply with all the provisions of Section 7, below, in protecting Student data; and (b) ensure that its Designated Users use Teen Wellness according to obligations in this Agreement as well as all relevant regulations and ethical guidelines, and (c) make its Designated Users to provide all support services to its Student Users (the “Licensee Obligations”). All servicing of students shall be managed by Designated Users of Licensee. Mevident will not have direct contact with Licensee’s students.

5.5 Licensee Obligations shall include but not be limited to having Designated Users available to accommodate Student Users’ requests, provide any necessary pre-enrollment education to Student Users, responding promptly to all posts from Students on Teen Wellness, and managing Student User accounts appropriately including de-activating accounts when accounts are not anymore in use. Mevident shall not be responsible for any issue and incidence that arise from the negligence, unresponsiveness, or delay of Designated Users in servicing Student Users.

5.6 Licensee is responsible to assure that its Designated Users have all required training, professional licenses, certifications, and education that allow Designated Users to provide School Education Services to its Students and to enroll and educate its Students in and through Teen Wellness. Mevident has no control over the quality, safety or legal status of educational approach that Designated Users provide to Students using Teen Wellness.

5.7 Designated Users are responsible to follow all relevant regulations and professional code conducts in enrolling and educating its Students in and through Teen Wellness, including but not limited to providing and executing appropriate documents with its Students and their guardians including but not limited to parental consents, information release documents, and privacy agreements. Mevident has no responsibility in providing and executing any procedural, legal, regulatory and professional requirements that may arise for Designated Users in utilizing Teen Wellness.

5.8 Licensee understands that Licensee, not Mevident, is entirely responsible for all User Content originated by the Designated Users and Student Users who are under the responsibility of the Designated Users. Licensee, not Mevident, is entirely responsible for all User Content that Designated Users and the Student Users post, email, transmit or otherwise make available via Teen Wellness. Mevident does not control the User Content posted via Teen Wellness and, as such, does not guarantee the accuracy, integrity or quality of such User Content. Licensee understands that by using Teen Wellness, Student Users may be exposed to User Content that is generated by Designated Users, and is offensive, indecent or objectionable. Under no circumstances will Mevident be liable in any way for any User Content, including, but not limited to, any errors or omissions in any User Content, or for any loss or damage of any kind incurred as a result of the use of any User Content posted, emailed, transmitted or otherwise made available via Teen Wellness.

5.9 By posting information in or otherwise using any interactive functions that may be available to Designated Users on or through Teen Wellness, Licensee agrees that Designated Users will not post, or otherwise distribute or facilitate distribution of any content—including text, communications, images, data, or other information—that:

Could be harmful to Students;

Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), uses vulgar language in the creation of a username, or otherwise violates Mevident’s Terms or policies or these Terms;

Victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;

Infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;

Interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

"Stalk" or otherwise harass another;

Impersonates any person or entity, including any employee or representative of Mevident.

Licensee also agrees that Licensee will not harvest or collect information about the Users of Teen Wellness or use such information for the purpose of transmitting or facilitating transmission of unsolicited bulk electronic e-mail or communications.

5.10 Mevident does not pre-screen, monitor, edit or remove User Content. Mevident and its agents, however, have the right (but not the obligation) at their sole discretion to pre-screen and monitor any User Content that, in Mevident’s judgment, does not comply with these Terms or is otherwise harmful, objectionable, or inaccurate and report such User Content to any appropriate authorities. Licensee agrees that Licensee must evaluate, and bear all risks associated with, the use of any User Content, including any reliance on the accuracy, completeness, or usefulness of such User Content generated by Designated Users.

5.11 Licensee acknowledges, consents and agrees that Mevident may access, preserve, and disclose any account information and User Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms; (c) respond to claims that any User Content violates the rights of third-parties; (d) respond to Licensee’s requests for customer service; or (e) protect the rights, property, or personal safety of Mevident, their users and the public.

5.12 Licensee understands that the technical processing and transmission of the Service may involve transmissions over various networks.

Section 6. REPRESENTATIONS; WARRANTIES; AND DISCLAIMERS.

6.1 Each Party hereby represents and warrants that it has full power and authority to enter into this Agreement.

6.2 Mevident represents and warrants that Teen Wellness will substantially conform in all material respects to the requirements of Exhibit A when used in accordance with the technical requirements specified by Mevident. In the event that Teen Wellness fail to perform in accordance with this warranty, Licensee shall promptly inform Mevident of such fact, and, as Licensee's sole and exclusive remedy, Mevident shall either (a) repair or replace Teen Wellness to correct any defects in performance without any additional charge to Licensee, or (b) in the event that such repair or replacement cannot be done within a reasonable time and at a reasonable cost, terminate the Agreement and provide Licensee, as Licensee's sole remedy, with a pro rata refund of the unused subscription fees paid to Mevident.

6.3 Licensee acknowledges and agrees that Mevident shall not be responsible for any representation or warranties made by Licensee and its Designated Users to its Licensee Students regarding Teen Wellness.

6.4 Licensee represents and warrants that: (a) it is solely responsible to the Designated Users and Licensee Student for his or her use of Teen Wellness; and (b) it will not use (or allow use of) Teen Wellness in a manner that is prohibited by any law or regulation.

6.5 Licensee represents and warrants, without limitation of other provisions of this Agreement, that all Designated Users (i) have appropriate professional license, certification, license and education to use Teen Wellness in providing wellness education to Licensee students, (ii) are formally employed or contracted by Licensee as a part of responsibilities being providing wellness education to Licensee students, (iii) are aware of all legal, regulatory and ethical requirements that arise in providing wellness education to Licensee students and (iv) are able to utilize Teen Wellness in enrolling and educating Licensee Students according to all legal, regulatory and ethical requirements. In the event that state or local law applies, Teen Wellness may make available compliant implementation options. These implementation options may require limiting certain functionality.

6.6 TEEN WELLNESS IS PROVIDED "AS IS." EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.2 ABOVE, MEVIDENT DOES NOT WARRANT AND SPECIFICALLY DISCLAIMS ANY REPRESENTATION THAT TEEN WELLNESS, ANY DOCUMENTATION, ANY ADDITIONAL WORK, OR ANY COMPONENT OF ANY OF THE FOREGOING, WILL MEET LICENSEE’S REQUIREMENTS OR THAT LICENSEE’S USE OF TEEN WELLNESS WILL BE UNINTERRUPTED OR ERROR FREE. THE EXPRESS WARRANTIES IN SECTION 6.2 ARE IN LIEU OF ALL OTHER WARRANTIES BETWEEN THE PARTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND SUCH WARRANTIES ARE HEREBY DISCLAIMED. LICENSEE ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES IN THIS AGREEMENT AND THAT NO WARRANTIES ARE MADE BY ANY OF MEVIDENT'S SUPPLIERS OR AGENTS.

6.7 LICENSEE AND ITS DESIGNATED USERS EXPRESSLY ACKNOWLEDGES AND AGREES THAT MEVIDENT IS NOT RESPONSIBLE FOR THE RESULTS OF A LICENSEE STUDENT’S DECISION RESULTING FROM THE USE OF TEEN WELLNESS, INCLUDING, BUT NOT LIMITED TO, A LICENSEE STUDENT CHOOSING TO SEEK OR NOT TO SEEK PROFESSIONAL MEDICAL CARE, OR A LICENSEE STUDENT CHOOSING OR NOT CHOOSING SPECIFIC TREATMENT BASED ON THE INFORMATION OBTAINED FROM TEEN WELLNESS.

6.8 Licensee and its Designated Users acknowledge that Teen Wellness is for only educational purposes, and not intended to provide professional medical advice and is not a tool for diagnosing or treating the existence of a specific disease in any given individual. Licensee further acknowledges that Mevident does not guarantee the accuracy, timeliness or completeness of the information obtained from Teen Wellness, or warrant any results from using Teen Wellness. Except for Mevident’s obligations under Section 6.2, Mevident is under no obligation to update the information.

Section 7. PROTECTION OF STUDENT DATA.

7.1 Mevident shall adhere to all applicable laws and regulations concerning protection of User Data. Subject to applicable law, Mevident shall have access to and use of User Data and shall have the right to use such data on an individual Student basis and solely to fulfill its obligations under this Agreement. Mevident reserves the right to use Aggregate Data for any purpose, but in no event shall Mevident use such data in a manner that identifies a Student User, Designated User or Licensee.

7.2 Designated Users shall provide to Students and their guardians legal document(s) that is/are appropriate for Designated Users in complying all legal, regulatory, ethical, and school requirements, and for Licensee as required to comply with applicable law, rule or regulation.

7.3 Licensee shall allow Designated Users, Student Users, and Students' guardians to access to Teen Wellness according to all relevant legal, regulatory and ethical requirements. Designated Users shall not access the account other than the one that is specifically assigned to each User. Designated Users may have multiple accounts as far as those accounts are specifically assigned to only one Designated User each.

7.4 Licensee is responsible to safeguard and maintain the confidentiality of the username and password that Licensee uses in accessing School/District Administrative Account.

7.5 Licensee is responsible to safeguard and maintain the confidentiality of usernames and passwords of all Users belonging to the Licensee organization.

7.6 Designated Users are responsible to safeguard and maintain the confidentiality of their user names and passwords.

7.7 Designated users are responsible to safeguard and maintain the confidentiality of the usernames and passwords of their Student Users.

7.8 Designated users are responsible to educate their Student Users to safeguard and maintain the confidentiality of their usernames and passwords.

7.9 Designated users are responsible to educate their Students Users not to share account information with anyone other than their guardians and only access to one that is specifically assigned to each Student User.

7.10 Licensee administrators are able to access accounts of all Users, however, they shall do so only in manners that are compliant with relevant legal, regulatory, ethical and privacy requirements and only in the purpose of protecting rights, property, or personal safety of Users.

7.11 Designated Users shall be responsible for maintaining the security and secrecy of any User Content of Designated Users and Students they enrolled in Teen Wellness, including, but not limited to any username(s), password(s) and posts and texts provided by the Designated Users and the Student Users. Licensee and its Designated Users shall not take or permit any action which could disable or circumvent, or allow the disabling or circumventing or the security features of the Software, or otherwise misuse access to the Software in any manner. Licensee and Designated Users are responsible for guiding the Students to follow the same security and secrecy measures in accessing and utilizing Teen Wellness and protecting username and passwords.

7.12 Licensee and its Designated Users are responsible for all liability arising due to privacy issues concerning User Content caused actually or proximately by School, School District, Designated User, Student, and Student's guardian. Mevident shall only be responsible for such liability in the event that the liability arose solely through the fault of Mevident. All other limitations of liability stated in this Agreement apply.

7.13 Each party shall be responsible for complying with the confidentiality and privacy statements and other such policies as displayed in connection with Teen Wellness and as agreed to in this Agreement.

Section 8. LIMITATION OF LIABILITY.

NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY, OR ANY PARTY CLAIMING THROUGH IT, WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES, OR ANY LOSS OF REVENUE, DATA OR GOODWILL, WHETHER INCURRED OR SUFFERED AS A RESULT OF UNAVAILABILITY OF THE SERVICE OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. EXCEPT FOR BREACH OF CONFIDENTIALITY OR AN INDEMNITY OBLIGATION, IN NO EVENT SHALL MEVIDENT'S AGGREGATE LIABILITY HEREUNDER FOR ANY CAUSE IN ANY CALENDAR YEAR ARISING OUT OF OR RELATED TO MEVIDENT'S PERFORMANCE OR NON-PERFORMANCE UNDER THIS AGREEMENT OR OTHERWISE EXCEED THE AMOUNT OF THE FEES PAID HEREUNDER TO MEVIDENT IN THE CALENDAR YEAR IN WHICH THE DIRECT DAMAGES ARE INCURRED. EXCEPT FOR A BREACH OF CONFIDENTIALITY OR AN INDEMNIFICATION OBLIGATION, IN NO EVENT SHALL LICENSEE’S AGGREGATE LIABILITY HEREUNDER FOR ANY CAUSE IN ANY CALENDAR YEAR ARISING OUT OF THIS AGREEMENT EXCEED AN AMOUNT EQUAL TO THE AMOUNT OF FEES PAID HEREUNDER TO MEVIDENT IN THE CALENDAR YEAR IN WHICH THE DIRECT DAMAGES ARE INCURRED. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, INFRINGEMENT, MISAPPROPRIATION AND OTHER TORTS. BOTH PARTIES ACKNOWLEDGE THAT THE FEES SET FORTH IN THIS AGREEMENT REFLECT THE ALLOCATION OF RISK IN THIS AGREEMENT AND THAT NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON LIABILITY.

Section 9. CONFIDENTILIATY AND NON-DISCLOSURE.

9.1 Mevident and Licensee agree that, without the express written consent of the other, none of its officers, directors, employees or agents will use or disclose to any third party (other than agents, suppliers, service providers, contractors, consultants and advisors, on a need-to-know basis in connection with such party’s own, proper use) any non-public, proprietary, confidential and/or competitively sensitive information furnished by or obtained from the other party, which he or she has reason to believe is of a proprietary, confidential and/or competitively sensitive nature, or which the other party designates as confidential at the time of disclosure (“Confidential Information”). Confidential Information includes, but is not limited to, the specific terms of this Agreement, but not the fact that Licensee is a client of Mevident that uses Mevident’s services, or that Mevident is a supplier/service provider of Licensee. The foregoing obligations of non-use and non-disclosure shall not apply to, and a party’s proprietary rights as outlined hereunder shall not apply to, any materials or information (i) that the receiving party can show is in the public domain through no fault of the receiving party, (ii) that was properly known by the receiving party without obligations of confidentiality prior to disclosure by the disclosing party, (iii) that was independently developed by the receiving party without reference to the Confidential Information of the disclosing party, or (iv) which is publicly disclosed to the receiving party by a third party without obligations of confidentiality. Licensee specifically agrees not to copy or distribute Teen Wellness without the prior written consent of Mevident. However, Confidential Information does not include Students’ personal information, the confidentiality of which is governed by Section 7 of this Agreement.

9.2 Neither party shall print or distribute any materials, including press releases, bearing the other party's name or mark(s), without first obtaining the other party’s written approval. The terms of this Agreement are confidential and neither party will make any public statement, press release, or other announcement relating to the terms and conditions of this Agreement without the prior written consent of the other party, unless required by law.

Section 10. INDEMNIFICATION.

10.1 Mevident will indemnify, defend and hold harmless, at its own expense, any claims, suits, losses, damages, liabilities, costs, expenses and actions against Licensee and its affiliates and its and their respective officers, directors, officers, employees, agents, successors and assigns brought by a third party based upon a claim that Teen Wellness, when used in accordance with this Agreement, infringe any proprietary right of any third party, and Mevident will pay those costs and damages finally awarded against Licensee (including reasonable attorneys' fees) in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action; provided, however, that Mevident shall have no obligation pursuant to the foregoing indemnification provision to the extent that any claim is based on (a) any use of Teen Wellness in violation of this Agreement, or (b) any use of Teen Wellness in conjunction with any third party product, data, hardware or software not provided by Mevident. If Licensee's use is enjoined by reason of an infringement claim, Mevident's sole obligation shall be to either (i) procure the right for Licensee to continue using Teen Wellness, (ii) replace or modify the components of Teen Wellness subject to the infringement claim with non-infringing components of substantially equivalent functionality, or (iii) if neither of the above are available, to refund to Licensee a prorata portion, if any, of the unused fees prepaid for access to Teen Wellness. The foregoing states the entire liability of Mevident with respect to any infringement claims and Licensee hereby expressly waives any other such liabilities except in cases of negligent acts or willful misconduct on the part of Mevident.

10.2 Licensee will indemnify, defend and hold harmless Mevident and its affiliates and its and their respective officers, directors, officers, employees, agents, successors and assigns with respect to any claim, suit, loss, liability, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that it is based upon: any third party claim that related to or arising from a breach of any of Licensee's representations, warranties obligations, covenants or agreements hereunder or (ii) the negligence or willful misconduct of Licensee or (iii) the negligence or willful misconduct or deviation from any of relevant regulations and ethical code of conducts by the Designated Users of Licensee.

10.3 A party seeking indemnification hereunder shall give the party from whom indemnification is sought reasonably prompt notice of the relevant claim; provided, however, that failure to provide such notice shall not relieve the indemnifying party from its liability or obligation hereunder except to the extent of any material prejudice directly resulting from such failure. The indemnified party shall have the right to participate in the proceeding at its own expense.

Section 11. RESOLUTION OF DISPUTES.

11.1 The parties agree to submit a dispute to binding arbitration, such arbitration will be conducted by three arbitrators (the “Arbitrators”) in accordance with the following provisions:

(a) such arbitration shall be in San Francisco, California;

(b) the arbitration shall be administered (including selection of the arbitrators) by JAMS (www.jamsadr.com) pursuant to its Comprehensive Arbitration Rules and Procedures;

(c ) judgment on any award may be entered in any court having jurisdiction (this clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction);

(d) each party shall be responsible for all its own costs and expenses relating thereto, including the reasonable attorneys fees and expenses of attorneys and other professionals it may retain;

(e) the Arbitrators shall have the power and authority, where appropriate, to make interim awards with respect to injunctive or other provisional relief pending a final award; notwithstanding anything to the contrary in this Agreement, either party may pursue any provisional remedy (including but not limited to preliminary injunctive relief) to either restrain or mandate action, and the parties shall have the right to obtain such provisional injunctive relief from a court of law pending the determination and award in the arbitration proceeding; and

(f) If JAMS is no longer available or is unwilling to accept the designation provided hereunder, the parties shall mutually agree upon a substitute professional neutral administrator to replace JAMS.

Section 12. MISCELLANEOUS

Amendments to this Agreement must be made in writing and signed by both Parties unless otherwise specified in the Agreement. All of the provisions relating to proprietary rights, confidentiality, privacy, publicity, disclaimer of warranty and limitation of liability shall survive the expiration or sooner termination of this Agreement.


EXHIBIT A: Teen Wellness, Fees and Payment Terms

I. Teen Wellness*

Teen Wellness is an internet site that hosts the web based application developed by Mevident Inc. and that is accessible under the domain name of www.teenwellness.com, through Microsoft’s Internet Explorer (8 and above), Mozilla’s Firefox, Apple’s Safari or Google’s Chrome web browsers.

*The products listed above shall include all routine updates throughout the term of this Agreement.

II. Licensee and School/District Administrative Account

Licensee will obtain their access to Teen Wellness by sending a purchase order to Mevident. Upon the receipt of the first purchase order, within fifteen (15) days, Mevident will create the School/District Administrative Account that Licensee (School/District) can use to manage their subscriptions.

At the first log into the Teen Wellness School/District Administrative Account, Licensee is requested to accept Teen Wellness School/District Licensee Agreement. Once the Licensee accepts the agreement, the contract is established between Licensee and Mevident.

III. Designated Users At Licensee Organizations

Licensee will manage the user accounts for School Counselors designated by Licensee (Designated Users). Licensee is responsible for providing the login instructions to their Designated Users.

Designated Users are responsible for enrolling their students into Teen Wellness from their own accounts. Designated Users agree to access Teen Wellness only through the specifically assigned account to each User.

By logging into Teen Wellness, based on the instructions, Designated Users will have an access to all the Teen Wellness functions and features detailed tutorial documents.

IV. User Rights and Responsibilities

  • Each designated user is responsible of servicing students s/he enrolled in Teen Wellness
  • Each designated user is responsible of de-activating the student accounts for students they enrolled, when students are done with the usage of Teen Wellness
  • When a designated user wants to erase records of certain students from their account completely, Mevident will confirm that the counselor really wants to erase the student records (students graduated, etc), and then completely erase all the records from Mevident system. However, Mevident will still count the erased accounts as already used in the subscription plans.

V. Reports

Licensee can query the reporting in their School/District Administrative Account:

Per each designated user for all students who completed the program:

  • # of enrolled students without any personally identifiable data
  • Average # of chapters completed by the above students
  • Improvement of Quiz results from the Initial Test to the Final Test
  • Average amount of texts provided from the above students

VI. Pricing

One (1) subscription of Teen Wellness is 100.00 US dollars.

One (1) subscription plan includes:

  • Licensee and their Designated Users can create up to 20 new unique student accounts. Each student is recognized as a unique user.
  • One-hour standard WebEx training session.

Administrative support to import student data and create login data files is available for standard subscriptions for additional fees. Data migration to Teen Wellness on Naviance will be provided with fees.

Designated Users and Students who own User Accounts on Teen Wellness will be able to continue accessing Teen Wellness after their Licensee uses up their subscription plan, as far as their School/District License Agreement is effective. However, new student enrollment will be disabled when Licensee uses up their subscription plan, until they purchase new subscription plans.


EXHIBIT B: Service Level Agreement

1. Introduction

This Service Level Agreement (“SLA”) specifies the agreed standards of support and problem resolution associated with the services provided by Mevident to Licensee.

2. Support Services Provided

  • Mevident shall provide telephone support to Licensee administrators and Designated Users for assistance in identifying and resolving service problems and in answering questions related to the operational use of the services during normal business hours M-F 8:00 a.m. through 5:00 p.m. (Pacific Time)
  • Mevident will shall make technical support personnel available during normal business hours M-F 8:00 a.m. through 5:00 p.m. (Pacific Time) to assist Licensee administrators and Designated Users in identifying and resolving problems with the Tools.
  • Mevident will not have direct contact with Licensee’s students. All servicing of students will be managed by Designated Users of Licensee. When issues Students experience are related to Teen Wellness Tools, Designated Users identify problems with Students, and will report the issues to Mevident.

3. Upgrade and Maintenance Standards

Mevident shall make commercially reasonable efforts to schedule upgrades and maintenance which may result in an interruption in the service during the following time period (the “Maintenance Window”): Sunday 1:00 a.m. through Sunday 3:00 a.m. Pacific Time.

4. Incident Management

When Mevident initially detects a problem or Licensee reports a problem or incident, Mevident shall acknowledge the error or problem, within One (1) Business Day (or as promptly as possible thereafter). Incident updates provided on a daily hours.

Mevident shall provide Licensee the reason for the problem and a plan for problem correction within Two (2) Business Days. The problem will be continually worked until it is resolved.

5. Mevident Support Contact

Business Hours Contact:
Phone Number: 1-415-513-0053
Email Address: This e-mail address is being protected from spambots. You need JavaScript enabled to view it
Availability: 8:00 a.m. through 5:00 p.m. (Pacific time), M-F

Non Business Hours Contact:
Email Address: This e-mail address is being protected from spambots. You need JavaScript enabled to view it