MAS - Smart Training LLC - 47QTCA21D009Y

Smart Training, LLC

GENERAL SERVICES ADMINISTRATION

FEDERAL SUPPLY SERVICE

AUTHORIZED FEDERAL SUPPLY SCHEDULE CATALOG/PRICE LIST

On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order is available through GSA Advantage!, a menu-driven database system. The INTERNET address for GSA Advantage! is http://www.gsaadvantage.gov

For more information on ordering from Federal Supply Schedules click on the GSA Schedules link at www.gsa.gov

Contractor:

Smart Training, LLC 820 W Spring Creek Pkwy Ste 400-R Plano, TX 75023 Phone Number: (469) 342-8300 Fax Number: (469) 342-8299 https://smarttraining.com/ Contractor’s Administration Source:

Mark Matheney markmatheney@smarttraining.com

Business Size:

Small Business

Table of Contents

Customer Information

1a. TABLE OF AWARDED SPECIAL ITEM NUMBERS (SINs)

1b. LOWEST PRICED MODEL NUMBER AND PRICE FOR EACH SIN: See Submitted Price List

1c. HOURLY & SERVICE RATES: N/A

2. MAXIMUM ORDER*: $500,000

*Ordering activities may request a price reduction at any time before placing an order, establishing a BPA, or in conjunction with the annual BPA review. However, the ordering activity shall seek a price reduction when the order or BPA exceeds the simplified acquisition threshold. Schedule contractors are not required to pass on to all schedule users a price reduction extended only to an individual ordering activity for a specific order or BPA.

3. MINIMUM ORDER: $100

4. GEOGRAPHIC COVERAGE: 48 contiguous states, Alaska, Hawaii, Washington D.C., Puerto Rico, and U.S. Territories.

5. POINT(S) OF PRODUCTION: see Production Point Statement

6. DISCOUNT FROM LIST PRICES: The negotiated discounts are reflected in the final prices.

7. QUANTITY DISCOUNT(S): None

8. PROMPT PAYMENT TERMS: Net 30 Days

9a. Government Purchase Cards must be accepted at or below the micro-purchase threshold.

9b. Government Purchase Cards are accepted above the micro-purchase threshold.

10. FOREIGN ITEMS: None

11a. TIME OF DELIVERY: 1 day

11b. EXPEDITED DELIVERY: 1 day

11c. OVERNIGHT AND 2-DAY DELIVERY: Contact contractor

11d. URGENT REQUIRMENTS: Agencies can contact the Contractor’s representative to affect a faster delivery. Customers are encouraged to contact the contractor for the purpose of requesting accelerated delivery.

12. FOB POINT: Destination

13a. ORDERING ADDRESS: 820 W Spring Creek Pkwy Ste 400R Plano, TX 75023

13b. ORDERING PROCEDURES: For supplies and services, the ordering procedures, information on Blanket Purchase Agreements (BPA’s) are found in Federal Acquisition Regulation (FAR) 8.405-3

14. PAYMENT ADDRESS: 820 W Spring Creek Pkwy Ste 400R Plano, TX 75023

15. WARRANTY PROVISION: See Submitted Warranty

16. EXPORT PACKING CHARGES: N/A

17. TERMS AND CONDITIONS OF GOVERNMENT PURCHASE CARD ACCEPTANCE: N/A

18. TERMS AND CONDITIONS OF RENTAL, MAINTENANCE, AND REPAIR (IF APPLICABLE): N/A

19. TERMS AND CONDITIONS OF INSTALLATION (IF APPLICABLE): N/A

20. TERMS AND CONDITIONS OF REPAIR PARTS INDICATING DATE OF PARTS PRICE LISTS AND ANY DISCOUNTS FROM LIST PRICES (IF AVAILABLE): N/A

20a. TERMS AND CONDITIONS FOR ANY OTHER SERVICES (IF APPLICABLE): N/A

21. LIST OF SERVICE AND DISTRIBUTION POINTS (IF APPLICABLE): N/A

22. LIST OF PARTICIPATING DEALERS (IF APPLICABLE): N/A

23. PREVENTIVE MAINTENANCE (IF APPLICABLE): N/A

24a. SPECIAL ATTRIBUTES SUCH AS ENVIRONMENTAL ATTRIBUTES (e.g. recycled content, energy efficiency, and/or reduced pollutants): N/A

24b. Section 508 Compliance for EIT: N/A

25. DUNS NUMBER: 005211328

26. Contractor has an active registration in the SAM database.

Software Product Description

Pricing for Learning Management Systems

Small package

Midsize package

Enterprise package

Enterprise Package - Additional Users

Terms and Conditions

TERMS AND CONDITIONS APPLICABLE TO TERM SOFTWARE LICENSES (SPECIAL ITEM NUMBER 511210)

1. INSPECTION/ACCEPTANCE

The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The ordering activity reserves the right to inspect or test any software that has been tendered for acceptance. The ordering activity may require repair or replacement of nonconforming software at no increase in contract price. The ordering activity must exercise its post-acceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and (2) before any substantial change occurs in the condition of the software, unless the change is due to the defect in the software.

2. ENTERPRISE USER LICENSE AGREEMENTS REQUIREMENTS (EULA)

The Contractor shall provide all Enterprise User License Agreements in an editable Microsoft Office (Word) format.

1. Your relationship with Smart Training LLC

1.1 Your use of Smart Training’s training modules, software, services and web sites (referred to collectively as the “Services” in this document and excluding any services provided to you by Smart Training under a separate written agreement) is subject to the terms of a legal agreement between you and Smart Training. “Smart Training” means Smart Training LLC, a Texas corporation in the United States. This document explains how the agreement is made up and sets out some of the terms of that agreement. “You” or “Ordering Activity” means the Ordering Activity under GSA Schedule contracts identified in the Purchase Order, Statement of Work, or similar document.

1.2 Unless otherwise agreed in writing with Smart Training, your agreement with Smart Training will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the “Universal Terms”.

1.3 Your agreement with Smart Training will also include the terms of any Legal Notices applicable to the Services, in addition to the Universal Terms. All of these are referred to below as the “Additional Terms”. Where Additional Terms apply to a Service, these will be attached hereto.

1.4 The Universal Terms, together with the Additional Terms, form a legally binding agreement between you and Smart Training in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”.

1.5 If there is any contradiction between what the Additional Terms say and what the Universal Terms say, then the Additional Terms shall take precedence in relation to that Service.

2. Accepting the Terms

2.1 In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.

2.2 You can accept the Terms by:

(a) both parties executing this Agreement in writing, or the Ordering Activity executing a purchase order incorporating this Agreement in writing; or

(b) reserved.

2.3 You may not use the Services and may not accept the Terms if

(a) you are not of legal age to form a binding contract with Smart Training, or

(b) you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are a resident or from which you use the Services.

3. Provision of the Services by Smart Training

3.1 Smart Training has subsidiaries and affiliated legal entities around the world (“Subsidiaries and Affiliates”). Sometimes, these companies will be providing the Services to you on behalf of Smart Training itself. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Services to you.

3.2 Smart Training is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Smart Training provides may change from time to time without prior notice to you.

3.3 As part of this continuing innovation, you acknowledge and agree that Smart Training may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at Smart Training’s sole discretion, without prior notice to you. In the event that Smart Training discontinues Services that Ordering Activity has contracted for, Ordering Activity shall be entitled to a pro rata refund for any fees paid not used. You may stop using the Services at any time. You do not need to specifically inform Smart Training when you stop using the Services.

3.4 You acknowledge and agree that if Smart Training disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.

4. Use of the Services by you

4.1 In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to Smart Training will always be accurate, correct and up to date.

4.2 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).

4.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Smart Training, unless you have been specifically allowed to do so in a separate agreement with Smart Training. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers).

4.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

4.5 Unless you have been specifically permitted to do so in a separate agreement with Smart Training, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services or the training content for any purpose.

4.6 You agree that you are solely responsible for (and that Smart Training has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Smart Training may suffer) of any such breach.

5. Your passwords and account security

5.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.

5.2 Accordingly, you agree that you will be solely responsible to Smart Training for all activities that occur under your account.

5.3 If you become aware of any unauthorized use of your password or of your account, you agree to notify Smart Training immediately at Support@SmartTraining.com.

6. Proprietary rights

6.1 You acknowledge and agree that Smart Training (or Smart Training’s licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Smart Training and that you shall not disclose such information without Smart Training’s prior written consent.

6.2 Unless you have agreed otherwise in writing with Smart Training, nothing in the Terms gives you a right to use any of Smart Training’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.

6.3 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Services or Training Content.

6.4 Unless you have been expressly authorized to do so in writing by Smart Training, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

7. License from Smart Training

7.1 Smart Training gives you a personal, non-assignable and non-exclusive license to use the software provided to you by Smart Training as part of the Services as provided to you by Smart Training (referred to as the “Software” below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Smart Training, in the manner permitted by the Terms.

7.2 You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, including the training content, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Smart Training, in writing.

7.3 Unless Smart Training has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software or training content, grant a security interest in or over your rights to use the Software or training content, or otherwise transfer any part of your rights to use the Software or training content.

8. Ending your relationship with Smart Training

8.1 The Terms will continue to apply until terminated by either you or Smart Training as set out below.

8.2 If you want to terminate your legal agreement with Smart Training, you may do so by notifying Smart Training at any time. Your notice should be sent, in writing, to Smart Training’s address which is set out at the beginning of these Terms.

8.3 When the End User is an instrumentality of the U.S., recourse against the United States for any alleged breach of this Agreement must be brought as a dispute under the contract Disputes Clause (Contract Disputes Act). During any dispute under the Disputes Clause, Smart Training shall proceed diligently with performance of this Agreement, pending final resolution of any request for relief, claim, appeal, or action arising under the Agreement, and comply with any decision of the Contracting Officer.

8.4 Nothing in this Section shall affect Smart Training’s rights regarding provision of Services under Section 3 of the Terms.

9. Limited Warranty and Exclusion of warranties

9.1 Nothing in these terms, including sections 9 and 10, shall exclude or limit Smart Training’s warranty or liability for losses which may not be lawfully excluded or limited by applicable law. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only the limitations which are lawful in your jurisdiction will apply to you and our liability will be limited to the maximum extent permitted by law.

9.2 Smart Training warrants that the Software and Services will, for a period of sixty (60) days from the date of your receipt, perform substantially in accordance with Software and Services written materials accompanying it. Except as expressly set forth in the foregoing, you expressly understand and agree that your use of the services is at your sole risk and that the services are provided "as is" and “as available.”

9.3 In particular, Smart Training, its subsidiaries and affiliates, and its licensors do not represent or warrant to you that: (a) your use of the services will meet your requirements, (b) your use of the services will be uninterrupted, timely, secure or free from error, (c) any information obtained by you as a result of your use of the services will be accurate or reliable, and (d) that defects in the operation or functionality of any software provided to you as part of the services will be corrected.

9.4 Any material downloaded or otherwise obtained through the use of the services is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material.

9.5 No advice or information, whether oral or written, obtained by you from Smart Training or through or from the services shall create any warranty not expressly stated in the terms.

9.6 Smart Training further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement.

10. Limitation of liability

10.1 Subject to overall provision in paragraph 9.1 above, you expressly understand and agree that Smart Training, its subsidiaries and affiliates, and its licensors shall not be liable to you for:

(a) any indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but not be limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss;

(b) any loss or damage which may be incurred by you, including but not limited to loss or damage as a result of:

(i) any reliance placed by you on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between you and any advertiser or sponsor whose advertising appears on the services;

(ii) any changes which Smart Training may make to the services, or for any permanent or temporary cessation in the provision of the services (or any features within the services);

(iii) the deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of the services; (iii) your failure to provide Smart Training with accurate account information; (iv) your failure to keep your password or account details secure and confidential.

10.2 The limitations on Smart Training’s liability to you in paragraph 10.1 above shall apply whether or not Smart Training has been advised of or should have been aware of the possibility of any such losses arising.

The foregoing limitation of liability shall not apply to (1) personal injury or death resulting from Licensor’s negligence; (2) for fraud; or (3) for any other matter for which liability cannot be excluded by law.

11. Other content

11.1 The Services may include hyperlinks to other web sites or content or resources. Smart Training may have no control over any web sites or resources which are provided by companies or persons other than Smart Training.

11.2 You acknowledge and agree that Smart Training is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.

11.3 You acknowledge and agree that Smart Training is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

12. Changes to the Terms

12.1 Smart Training may make non-material changes to the Universal Terms or Additional Terms from time to time.

12.2 You understand and agree that if you use the Services after the date on which the Universal Terms or Additional Terms have non-materially changed, Smart Training will treat your use as acceptance of the updated Universal Terms or Additional Terms.

Any material updates to the Terms shall be presented to Ordering Activity for review and will not be effective unless and until both parties sign a written agreement updating these terms.

13. General legal terms

13.1 The Terms, together with the underlying GSA Schedule Contract, Schedule Pricelist, Purchase Order(s), constitute the whole legal agreement between you and Smart Training and govern your use of the Services (but excluding any services which Smart Training may provide to you under a separate written agreement), and completely replace any prior agreements between you and Smart Training in relation to the Services.

13.2 You agree that Smart Training may provide you with notices, including those regarding non-material changes to the Terms, by email, regular mail, or postings on the Services.

13.3 You agree that if Smart Training does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Smart Training has the benefit of under any applicable law), this will not be taken to be a formal waiver of Smart Training’s rights and that those rights or remedies will still be available to Smart Training.

13.4 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

13.5 The Terms, and your relationship with Smart Training under the Terms, shall be governed by the Federal laws of the United States.

4. TECHNICAL SERVICES

The Contractor, without additional charge to the ordering activity, shall provide a hot line technical support number _______________ for the purpose of providing user assistance and guidance in the implementation of the software. The technical support number is available from ___________ to ___________.

__________ 1. Software Maintenance as a Product (SIN 511210)

Software maintenance as a product includes the publishing of bug/defect fixes via patches and updates/upgrades in function and technology to maintain the operability and usability of the software product. It may also include other no charge support that are included in the purchase price of the product in the commercial marketplace. No charge support includes items such as user blogs, discussion forums, on-line help libraries and FAQs (Frequently Asked Questions), hosted chat rooms, and limited telephone, email and/or web-based general technical support for user’s self diagnostics.

Software maintenance as a product does NOT include the creation, design, implementation, integration, etc. of a software package. These examples are considered software maintenance as a service.

Software Maintenance as a product is billed at the time of purchase.

b. Invoices for maintenance service shall be submitted by the Contractor on a quarterly or monthly basis, after the completion of such period. Maintenance charges must be paid in arrears (31 U.S.C. 3324). PROMPT PAYMENT DISCOUNT, IF APPLICABLE, SHALL BE SHOWN ON THE INVOICE.

10. SOFTWARE CONVERSIONS ‑ (SIN 511210)

Full monetary credit will be allowed to the ordering activity when conversion from one version of the software to another is made as the result of a change in operating system , or from one computer system to another. Under a perpetual license (511210), the purchase price of the new software shall be reduced by the amount that was paid to purchase the earlier version. Under a term license (511210), conversion credits which accrued while the earlier version was under a term license shall carry forward and remain available as conversion credits which may be applied towards the perpetual license price of the new version.

11. DESCRIPTIONS AND EQUIPMENT COMPATIBILITY

The Contractor shall include, in the schedule pricelist, a complete description of each software product and a list of equipment on which the software can be used. Also, included shall be a brief, introductory explanation of the modules and documentation which are offered.

12. RIGHT‑TO‑COPY PRICING

The Contractor shall insert the discounted pricing for right‑to‑copy licenses.

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