Terms and Conditions

Shepherds College offers a three-year accredited, post-secondary, residential program on its campus in Wisconsin, providing a unique, Gospel-centered learning environment for young adults with intellectual and developmental disabilities (“IDD”) designed to help them pursue Appropriate Independence.^TM In an effort to serve an increasing number of individuals and their families, Shepherds College has developed an online curriculum known as the “On and For a Purpose Program” (the “Program”). The Program encompasses the following four core areas of Shepherds College training in Appropriate Independence^TM: (1) Faith Journey, (2) Life Skills, (3) Personal Growth, and (4) Job Readiness, and offers curriculum modules designed around these core areas (the “Modules”). The Program is intended to equip instructors with a tool to effectively teach these essential skills to students with IDD on their own campuses and facilities.

During the term and subject to the terms and conditions of this Agreement, the Host shall:

3a. Designate one (1) or more facilitator(s) (the “Facilitators” and each, a “Facilitator”) who will have sole responsibility for the Program at the Site Location and shall ensure that each Facilitator completes any facilitator training required by Shepherds College for the Program. In the ordinary course, the Host shall not permit any person other than a Facilitator who has completed all requisite training to offer the Program or conduct any sessions of the Program (provided that Shepherds College understands immediate needs such as illness may require a substitute Facilitator on short notice). In the event that a Facilitator ceases or is unable to serve in such role for any reason, the Host shall promptly designate a replacement Facilitator reasonably acceptable to Shepherds College. Shepherds College may require an additional training fee for training additional or replacement Facilitators, 

4a. The initial term of this Agreement shall begin upon execution and delivery of this Agreement and shall continue until the first anniversary of the date when a Facilitator first completes Shepherds College’s requisite facilitator training for the Program.  Upon expiration of such initial term and upon the expiration of each Renewal Term thereafter, the term of this Agreement shall renew automatically for an additional one-year renewal term (each such renewal term, a “Renewal Term”) unless either party provides written notice to the other party of non-renewal at least thirty (30) days prior to expiration of the then-current term.
4b. Notwithstanding such stated term, this Agreement may be terminated by either party (including revocation by Shepherds College of online access to the Program and all materials), immediately upon written notice in the event the other party (i) materially breaches this Agreement (including, in the case of Host, Host’s use of Program content in a manner inconsistent with Shepherds College’s mission), or (ii) commits or is alleged to have committed any act or becomes involved in any situation or occurrence which, in the other party’s sole discretion, reflects unfavorably upon Shepherds College or its community.

The Host shall pay the applicable annual subscription fee for the Program at the rate and in the manner specified by Shepherds College from time to time on its website.  The annual subscription fee for the initial term shall be payable to Shepherds College upon execution of this Agreement.  Shepherds College will issue an invoice in the amount of the annual subscription fee for each Renewal Term, which shall be payable to Shepherds College within thirty (30) days after the beginning of such Renewal Term.  All payments of the annual subscription fee shall be non-refundable. Any modifying, copying, sharing, distributing, or using of the Program by Host or its representatives other than as expressly set forth in this Agreement or accessing of the Program by representatives of Host beyond the term shall be a breach of this Agreement.

6a. To ensure consistency and integrity in Shepherds College’s messaging and to provide coherence and the professional representation of Shepherds College and marketing of the Program across all platforms, Shepherds College will provide the Host with template marketing materials to promote the Program. The Host shall comply with all of Shepherds College’s instructions and guidelines with respect to use of the template marketing materials. The Host is required to seek the prior review and written approval of Shepherds College for any of the following:

Each party acknowledges and agrees that, as between the parties, each party has the exclusive rights in its own name, trademarks and logos, and that Shepherds College has exclusive ownership and rights in the Program and any related curriculum and materials (including, for the avoidance of doubt, the Facilitator Guide, participant workbooks and other materials made available for download), including any and all updates, changes and improvements that may be made to the Program. The Host, for itself and on behalf of its representatives, successors, assigns and agents (including its Facilitators, volunteers and staff), hereby assigns and agrees to assign any and all rights it may have in any feedback provided to Shepherds College and in any updates, changes and improvements that may be made to the Program as a result of such feedback or otherwise.

During the term of this Agreement, either party (as the “Discloser”) may disclose or make available to the other party (as the “Recipient”) information about its business affairs, products, services, confidential intellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information, whether orally or in visual, written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information shall not include information that, at the time of disclosure: (a) is or becomes generally available to the public other than as a result of any breach of this Agreement by the Recipient or any of its representatives; (b) is obtained by the Recipient or its representatives on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (c) the Recipient establishes by documentary evidence, was in the Recipient’s or its representatives’ possession prior to disclosure by the Discloser hereunder; (d) the Recipient establishes by documentary evidence, was or is independently developed by the Recipient or its representatives without using of any of the Discloser’s Confidential Information; or (e) is required to be disclosed under applicable federal, state, or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction. During the term of this Agreement (including any Renewal Term(s)) and for a period of five (5) years thereafter, the Recipient shall: (i) protect and safeguard the confidentiality of the Discloser’s Confidential Information with at least the same degree of care as the Recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use the Discloser’s Confidential Information, or permit it to be accessed or used, for any purpose other than to perform its obligations under this Agreement; and (iii) not disclose any such Confidential Information to any person or entity, except to the Recipient's representatives who need to know the Confidential Information to assist the Recipient, or act on its behalf, to exercise its rights or perform its obligations under the Agreement. The Recipient shall be responsible for any breach caused by any of its representatives. In addition to all other remedies available at law, the Discloser shall be entitled to specific performance and injunctive and other equitable relief as a remedy for any breach or threatened breach of this provision.

Each party will maintain reasonable and appropriate insurance coverage with respect to its activities under this Agreement, including comprehensive general liability insurance and, in the case of the Host, reasonable property owners’ and premises liability insurance for the Site Location. Upon request, each party will provide written evidence of such insurance and an appropriate certificate thereof to the other party. In no event shall Shepherds College incur any liability, whether to the Host and its affiliates or any third party, arising in connection with this Agreement and/or the Host’s use and presentation of the Program, Shepherds College Online and related curriculum and materials. The Host shall indemnify and hold Shepherds College harmless from and against any and all claims, actions, liabilities, damages, costs and expenses (including attorney fees) relating to, arising out of or resulting from the Host’s operation of the Program, activities taking place at the Site Location or the Host’s failure to comply and/or cause its volunteers, staff or agents to comply with the terms of this Agreement and any applicable laws.

THE PROGRAM, INCLUDING ANY CONTENT PROVIDED THROUGH THE PROGRAM, MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. SHEPHERDS COLLEGE AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE PROGRAM AND CONTENT PROVIDED THROUGH THE PROGRAM FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROGRAM AND ALL CONTENT PROVIDED THROUGH THE PROGRAM ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. SHEPHERDS COLLEGE AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE PROGRAM AND CONTENT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY AND NON-INFRINGEMENT. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE WAIVER OR DISCLAIMER OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE FOREGOING WAIVERS OR DISCLAIMERS MAY NOT APPLY.

Neither party shall have authority to bind the other party, and nothing contained herein (including use of the term “Host”) shall be deemed or construed as creating a relationship of principal and agent, partnership, independent contractor or joint venture between the parties.

This Agreement and the Additional Program Terms constitute the entire agreement between the parties and supersedes any prior agreements or understandings, whether oral or written, regarding the subject matter hereof.  To the extent that the Additional Program Terms conflict with the provisions of this Agreement, the Additional Program Terms shall govern. Shepherds College may modify the terms of this Agreement at any time upon notice to Host.

This Agreement may not be assigned by the Host without Shepherds College’s prior written consent.  This Agreement will be governed by and construed in accordance with the laws of the State of Wisconsin, without application of conflicts of law principles that would apply the laws of another jurisdiction.  Each party stipulates that any dispute shall be commenced and prosecuted in its entirety in, and consents to the exclusive jurisdiction and proper venue of any state or federal court having jurisdiction, in the State of Wisconsin, and each party consents to personal jurisdiction and venue in such courts and waives and relinquishes all right to attack the suitability or convenience of such venue or forum by reason of their present or future domiciles, or by any other reason.