Boom Learning Support

When completed and signed by a person with authority to bind the school and returned to us, this Addendum overrides any conflicting terms in the Terms of Service and Privacy Notices. Print the document on paper or to .pdf, complete the required fields, and email to legal@boomlearning.com. 

1. Applicability

1.1    A "Government Entity" is a local, state or provincial, federal or national governmental unit supervised by an elected person or body and based in Canada or its territories.  This agreement is designed to serve as a master agreement between the parties.

1.2 "Provider" is Boom Learning (a dba of Omega Labs Inc., a WA corporation) with a mailing address of 9805 NE 116th Street #7198, Kirkland, WA  98034 and a physical place of business at 10916 101st PL NE Kirkland WA  98033 (DO NOT MAIL TO THIS ADDRESS).

1.3 The entire agreement of the parties shall consist of the following. In the event of any conflicting terms, order of precedence shall be:

1.  Any separate data privacy agreement or rider signed by the parties.
2.  This Government Entity Terms of Agreement.
3.  Any rate sheet provided to Government Entity.
4. The Boom Learning Privacy Notic, and any applicable documents incorporated therein by reference, to the extent not superseded by the above listed documents.
5.  The Boom Learning Terms of Service, and any applicable documents incorporated therein by reference, to the extent not superseded by the above listed documents.
6. Any purchase order provided by Government Entity, to the extent not superseded by the above listed documents and only to the extent applicable to the product and quantities purchased.

2.    Applicable Laws and Dispute Resolution

2.1 The governing law for the formal legal action shall be the governing laws of the city, county, state, or province and nation of the Government Entity listed herein. Government Entity may opt to specify a particular law or laws applicable to the data it is supplying to Provider; provided, however, that doing so does not excuse Provider from compliance with all applicable laws.  Any data that must be kept in confidence under such laws shall be considered "Protected Data."

2.2 The parties agree to strike in its entirety all reference to arbitration in Provider's Terms of Service and Privacy Policies. The parties agree in good faith to use the following lower-cost options to resolve disputes before resorting to court action:

1. negotiation between representatives with the authority to settle the controversy.
2. if negotiations do not resolve the matter, then:
   1. if the total amount in controversy is less than $100,000, to use virtual mediation through JAMSconnect or another online mediator of Government Entity's choosing; and
   2. if none of the above are available or successful in resolving the dispute, 

the parties may proceed with formal legal action.

2.3 The venue for formal legal action shall be the courts of the county or parish listed by the Government Entity in the table in item 1, which shall be a county or parish in which the Government Entity has a location. If the Government Entity fails to list a county or parish, the venue shall be in any county or parish within the state or province in which the Government Entity is located. If Government Entity fails to list a state or province, then the venue shall be in King County in the State of Washington.

3.     Indemnification

3.1 Provider agrees to indemnify and hold harmless the Government Entity for the damages and costs arising out of any negligence, gross negligence, or willful misconduct attributable to Provider's agents and employees concerning student data, copyright, or trademark. Such costs include reimbursing the costs of providing breach notifications attributable to Provider's negligence or misconduct, and providing replacement content or obtaining rights for continued use. Provider shall maintain general liability and cyber liability insurance. 

3.2 Provider shall have no indemnification obligations to the Government Entity for damages and costs arising out of any negligence, gross negligence, or willful misconduct attributable to the Government Entity, its employees or its agents for any claim whatsoever, including but not limited to: violations of privacy rights, copyrights, and trademark rights by the affirmative acts of Government Entity and its employees and agents.

3.3 Provider shall have no liability to the Government Entity for any liability arising from the Government Entity's actions in assigning a resource that collects information in violation of a law that applies and for an y failure by the Government Entity to provide a student with any required information regarding their rights.

4.    Disclosure and Deletion of Protected Data

4.1 Provider shall not disclose Protected Data other than to those of its employees or agents who have a need to know such Protected Data to provide the services contracted under this agreement. All Protected Data shall remain the property of the Government Entity. All parent or student requests for access to Protected Data shall be direct to the school.

4.2 Government Entity consents to the delegation of duties to the subcontractors and subprocessors listed in the Subprocessor Disclosure unless an objection is filed with Provider in writing and is accepted by Provider. 

4.3 At all times, Provider supplies Government Entity with self-help tools to delete Protected Data. Data deletion is irreversible. Upon expiration, Government Entity is expected to promptly (within 90 days) use the tools provided to delete Protected Data no longer required by Government Entity. Deletion instructions result in unrecoverable and irreversible data deletion. Government Entity is also provided self-help tools to export reports of student progress. In the event Government Entity is unable to issue instructions using the provided self-help tools, Government Entity may contact Provider to perform deletion or export. If Government Entity fails to promptly delete Protected Data from expired and non-renewed Government Entity accounts, Provider may delete that data as specified in Provider's Privacy Policy.

5. Audits

Provider will respond to all reasonable requests for information made by Government Entity, including responses to information security and audit questionnaires, provided that Government Entity will not exercise this right more than once per year. Provider's answers to such responses are Provider's confidential information. Government Entity agrees to hold any such answers in strictest confidence. Such audits are subject to reasonable time and manner restrictions. Provider will cooperate reasonably with any state or federal agency with jurisdiction in connection with any audit or investigation of Provider and/or the delivery of the services. Provider will provide to verified agents of Government Entity reasonable access to the Government Entity's Protected Data and Provider's staff and agents.

6. Data Breach

6.1 A security incident that rises to the level of a data breach is an incident of data loss or unauthorized access that (a) compromises the confidentiality or integrity of the data and in doing so (b) is likely to cause harm to the data subjects impacted. A breach includes harms that can be substantial (financial information); it excludes speculative harms--a harm must be reasonably likely. Unauthorized access to data that is encrypted is not a breach if the encryption key is not accessed or acquired.

6.2 In the event of a breach arising because another person at the Government Entity accesses Protected Data, Provider shall co-operate with Government Entity and take such reasonable commercial steps as are directed by Government Entity to assist in the investigation, mitigation, and remediation of each Protected Data Breach, provided that Government Entity shall reimburse Provider for expenses arising from a breach attributable to Government Entity's employees and agents.

6.3 Notice recipients and delivery. In many cases, we do not collect or store information about students that would enable us to contact students or their parents directly. We will contact the account holder for the affected individual(s) using the information we have on file. Where Government Entity has not provided Provider with contact information for data subjects, Government Entity shall be responsible for notifying data subjects. Such notification shall be at Provider's expense solely where the breach is attributable to the conduct of Provider's employees, agents, subcontractors, subprocessors.

6.4 Notice content. Notice will include in plain language What Happened, What Information Was Involved, When it Occurred, What We are Doing, What You Can Do, and For More Information. 

6.5 Notice timeline. We will provide notice as soon as reasonably possible, provided that we may delay notice if a law enforcement agency determines that the notice will impede a criminal investigation. Educators will be notified without undue delay and within 7 days of determining that a data breach affecting school User Data has occurred. We will provide Educators with sufficient information to allow the school to meet any obligations to report or inform students or staff of the breach.

6.6 Provider may not report a breach directly to the applicable state regulators unless directed in writing by the Government Entity. The Government Entity agrees to indemnify and hold Provider harmless from any fines, fees, or liabilities assessed against Provider for not reporting the breach. Where this paragraph is inconsistent with province and local law, Provider may report the breach directly to the applicable provincial regulators with no liability to Government Entity and without such report being a breach of this agreement. 

7. Termination

7.1 This agreement will terminate on the last expiration date of the last accounts purchased by the Government Entity or on the date specified in the header, whichever is sooner. In the event the Government Entity enters a date in the header, Government Entity is responsible for contacting Provider and requesting a renewal in writing if the agreement expires before the last purchase account expires. If the Government Entity does not request such a renewal, the Government Entity is responsible for instructing its users to cease using Provider in a manner that collects Protected Data on the expiration of the Addendum. 

7.2 As a penalty for Provider's noncompliance with its obligations under this Agreement, the Government Entity may terminate its relationship with Provider in writing and demand a refund of all unredeemed purchased points and a pro-rata refund of the remaining portion of the annual membership. Such termination shall be effective on delivery of the notice by email to legal@boomlearning.com, by certified mail to 9805 NE 116th Street #7198, Kirklane, WA  98034, or by in-person delivery (not mail) to 10916 101st PL NE, Kirklane, WA 98033.

7.3 Severability. Should any provision of the agreement be invalid or unenforceable, then the remainder of the agreement shall remain valid and in force. The invalid or unenforceable provision shall be either (a) amended as necessary to ensure its validity and enforceability while preserving the parties' intentions as closely as possible or, if this is not possible, (b) construed in a manner as if the invalid or unenforceable part had never been contained therein.

8. English Language

It is the express wish of the parties that this Agreement and all related documents, including notices and other communications, be drawn up in the English language only. Il est la volonté expresse des parties que cette convention et tous les documents s’y rattachant, y compris les avis et les autres communications, soient rédigés et signés en anglais seulement. 

9. Acceptance

This agreement is a general offer of terms to any party that is a Government Entity as defined herein. To accept the terms, complete the form below and return it. By signing and returning this Government Entity Terms of Service agreement, the authorized representative of the Government Entity warrants and represents that it is a Government Entity. Any Government Entity Terms of Service agreement signed and returned to Provider by a party that is not a Government Entity is null and void. 

I hereby warrant and represent that I,                                                     (Printed name), have the authority to sign and bind the Government Entity, pursuant to a policy adopted by the Government Entity's governing board or body, to this agreement with Provider and to bind the teachers, staff, agents, and employees of the Government Entity to its terms.

Signed:                                                                                            Date:                                                                

Title:                                                                                                                                                                        

Government Entity Name:                                                                                                                                      

I hereby warrant and represent that I, Mary Oemig, have the authority to sign and bind the Provider to this agreement with the Government Entity.

Signed:                                                                                            Date:                                                                

            Mary Oemig

            Chief Executive Officer

            Boom Learning (a dba of Omega Labs Inc.)