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8575 - Contract Executed Docusign Transmittal Coversheet File Name Purchasing Contact Contract Expiration DocuSign Envelope ID: AA71442F-C401-4544-85C2-F9B25380D2B1 6/2/2027 8575 Niche Academy Kayla Clark Prepared for:Rachel Reeves Prepared by:Dan Oldham Date:April 27,2024 Niche Academy Platform Overview The Niche Academy platform includes resource promotion tools that integrate directly with your existing website.These promotional tools: ●Are built with appealing graphics to call attention to the resources ●Include video introductions ●Link directly to ready-to-use tutorials that show patrons how to get started and ensure a satisfying first experience ●Are always available ●Provide a consistent how-to instruction experience across all resources ●Are customized to seamlessly integrate with the look and feel of your website. Niche Academy maintains the ready-to-use tutorials over time,so they are always current.Integration with your website is included with our setup so there are no additional services or support fees.Best of all,you can use the Niche Academy platform to create your own tutorials.Popular uses of local tutorials include staff training and an introduction to the local catalog. Pricing Niche Academy Online Learning Platform Cost AnnualSubscription 6/3/2024-6/2/2025 $3,800/year AnnualSubscription 6/3/2025-6/2/2026 $3,800/year AnnualSubscription 6/3/2026-6/2/2027 $3,800/year Total (billed/invoiced annually)$11,400/year Acceptance I accept this proposal and agree with the intent to do business. _________________________________________________ Representative Terms of Service DocuSign Envelope ID: AA71442F-C401-4544-85C2-F9B25380D2B1 Niche Academy LLC ("Niche Academy," "we," or "us") offers an online learning academy and promotion platform and community through its website located at NicheAcademy.com and all subdomains. By using Niche Academy’s Service, you accept these Terms of Service. If you do not agree to these terms, do not use Niche Academy’s Service. Contents 1. License to Use the Niche Academy Service 2. Privacy 3. Registration 4. Account Types and Billing Terms 5. Term and Termination; Account Deletion 6. Content Restrictions 7. Code of Conduct 8. Licenses Granted by You 1. Videos 2. Text, Images, Quizzes, and Downloadable Files 9. Your Representations and Warranties 10. Indemnification 11. Third Party Copyrights and Other Rights 12. Disclaimers 13. General Provisions 1. License to Use the Niche Academy Service LICENSE: Niche Academy grants you a limited, non-exclusive license to view content available on the Niche Academy Service. For subscribing organizations, you also have license to create and share tutorials on the Niche Academy platform. This license is specific to your organization and may not be assigned or sublicensed to any other entity. RESTRICTIONS: Except as expressly permitted by Niche Academy in writing, you will not reproduce, redistribute, sell, decompile, reverse engineer, or disassemble the Niche Academy Service. Nor will you take any measures to interfere with or damage the Niche Academy Service. All rights not expressly granted by Niche Academy are reserved. 2. Privacy Your privacy rights are set forth in our Privacy Policy, which forms a part of this Agreement. Please review the Privacy Policy to learn about: ● What information we may collect about you; ● What we use that information for; and ● With whom we share that information. DocuSign Envelope ID: AA71442F-C401-4544-85C2-F9B25380D2B1 3. Registration REGISTRATION: You may need to register for a Niche Academy account in order to use some content through the Niche Academy Service. Registration requires providing your name, password, and valid email address. ACCOUNT SECURITY: You are responsible for all activity that occurs under your account, including any activity by unauthorized users. If you become aware of an unauthorized access to your account, you must change your password and notify us immediately. 4. Account Types and Billing Terms ACCOUNT TYPES: Niche Academy accounts may be created free of charge. For access to some features and content, however, a subscription may be required. Features and prices are subject to change. CANCELLATION AND REFUNDS: Paid accounts are billed on an agreed upon term. If you choose not to renew, your paid plan will be terminated at the end of the current term. BILLING TERMS: At each renewal cycle you can choose to continue or discontinue your subscription. PAID PLAN CANCELLATION: When you choose not to renew your subscription, your Niche Academy account will be disabled after the end of the paid term. 5. Term and Termination; Account Deletion TERM: This Agreement begins when you first use the Niche Academy Service and continues as long as you continue to use the service. ACCOUNT DELETION: You may choose not to have your Niche Academy account deleted. Niche Academy reserves the right to delete subscription accounts that have expired. Any content created under a subscription account that you desire to preserve after the end of a subscription should be preserved prior to the end of paid term. Niche Academy will make reasonable efforts to accommodate extenuating circumstances in this regard. TERMINATION FOR BREACH: Niche Academy may suspend, disable, or delete your account and remove any content you submitted if Niche Academy determines that you have violated any provision of this Agreement or that your conduct or content would damage Niche Academy's reputation. If Niche Academy deletes your account for these reasons, Niche Academy reserves the right to prevent you from re-registering for the Niche Academy Service.. EFFECT OF TERMINATION/ACCOUNT DELETION: Upon termination, all licenses granted by Niche Academy will terminate and your course content may no longer be available. Niche Academy shall not be responsible for the loss of such content. DocuSign Envelope ID: AA71442F-C401-4544-85C2-F9B25380D2B1 6. Content Restrictions You may not upload, post, or transmit (collectively, "submit") any video, image, text, audio recording, or other work (collectively, "content") that: ● Infringes any third party's copyrights or other rights (e.g., trademark, privacy rights, etc.); ● Contains sexually explicit content or pornography (Niche Academy reserves the right to determine what would meet a generally accepted standard for pornography); ● Contains hateful, defamatory, or discriminatory content or incites hatred against any individual or group; ● Exploits minors; ● Depicts unlawful acts or extreme violence; ● Depicts animal cruelty or extreme violence towards animals; ● Promotes fraudulent schemes, multi level marketing (MLM) schemes, or any other dubious money-making ventures; or ● Violates any law. All content you submit must also comply with Niche Academy’s Guidelines, which are incorporated into this Agreement. 7. Code of Conduct In using the Niche Academy Service, you must behave in a civil and respectful manner at all times. Further, you will not: ● Act in a deceptive manner by, among other things, impersonating any person; ● Harass or stalk any other person; ● Harm or exploit minors; or ● Distribute "spam.” Niche Academy has the right, but not the obligation, to monitor all conduct on and content submitted to the Niche Academy Service. 8. Licenses Granted by You 8.1 Videos LICENSE TO Niche Academy: As between you and Niche Academy, you own the video content ("videos") that you upload to Niche Academy. Niche Academy will not resell your video content without your express permission. LICENSE TO OTHER USERS: You further grant permission to all registered students of your courses to view your videos for their personal, non-commercial purposes. The foregoing licenses are in addition to any license you may decide to grant (e.g., a Creative Commons license). DocuSign Envelope ID: AA71442F-C401-4544-85C2-F9B25380D2B1 DURATION OF LICENSES: The above licenses will continue unless and until you remove your videos from Niche Academy, in which case the licenses will terminate within a commercially reasonable period of time. Notwithstanding the foregoing, the license for legal archival/preservation purposes will continue indefinitely. ‘ 8.2 Text, Images, Quizzes, and Downloadable Files You also own all text, images, quizzes, and downloadable content that you upload into your Niche Academy courses and academies. All registered students of your courses will be able to access your content for their personal, non-commercial purposes. If you’ve uploaded downloadable documents, your students also have the right to download a copy of these documents to their personal computers. 9. Your Representations and Warranties For each piece of content that you submit, you represent and warrant that: (i) you have the right to submit the content to Niche Academy and grant the licenses set forth above; (ii) Niche Academy will not need to obtain licenses from any third party or pay royalties to any third party; (iii) the content does not infringe any third party's rights, including intellectual property rights and privacy rights; and (iv) the content complies with this Agreement and all applicable laws. 10. Indemnification Each party agrees that it will be responsible for its own acts and omissions, and those of their respective officials, officers, agents, employees, and assigns. The parties expressly agree that no provision of this Agreement is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 11. Third Party Copyrights and Other Rights Niche Academy respects the intellectual property rights of others. If you believe that your copyright has been infringed, please send us a notice as set forth in our Copyright Policy, which is incorporated into this Agreement. For other intellectual property claims, please send us a notice via email. 12. Disclaimers Niche Academy reserves the right to modify our Service. You are responsible for providing your own access (e.g., computer, mobile device, Internet connection, etc.) to Niche Academy. Niche Academy has no obligation to screen or monitor any content and does not guarantee that any content available on the Niche Academy Service complies with this Agreement or is suitable for all users. DocuSign Envelope ID: AA71442F-C401-4544-85C2-F9B25380D2B1 Niche Academy provides its Service on an "as is" and "as available" basis. You therefore use the Niche Academy Service at your own risk. Niche Academy expressly disclaims any and all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any other warranty that might arise under any law. Without limiting the foregoing, Niche Academy makes no representations or warranties: ● That the Niche Academy Service will be permitted in your jurisdiction; ● That the Niche Academy Service will be uninterrupted or error-free; ● Concerning any content submitted by any member; ● Concerning any third party's use of content that you submit; ● That any content you submit will be made available on the Niche Academy Service or will be stored by Niche Academy; ● That the Niche Academy Service will meet your business or professional needs; ● That Niche Academy will continue to support any particular feature of the Niche Academy Service; or ● Concerning sites and resources outside of the Niche Academy Service, even if linked to from the Niche Academy Service. 13. General Provisions GOVERNING LAW: This Agreement shall be governed by the laws of the State of Texas, United States of America, without regard to principles of conflicts of law. The Uniform Commercial Code, the Uniform Computer Information Transaction Act, and the United Nations Convention of Controls for International Sale of Goods shall not apply. DISPUTES: Any action arising out of or relating to this Agreement or your use of the Niche Academy Service must be commenced in the state or federal courts located in Denton County, Texas, United States of America (and you consent to the jurisdiction of those courts). In any such action, Niche Academy and you irrevocably waive any right to a trial by jury. SUCCESSORS; ASSIGNMENT; NO THIRD PARTY BENEFICIARIES: This Agreement is binding upon and shall inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns. You may not assign this Agreement without Niche Academy's prior written consent. No third party shall have any rights hereunder. NOTICES: You consent to receive all communications including notices, agreements, disclosures, or other information from Niche Academy electronically. Niche Academy may provide all such communications by email or by posting them on the Niche Academy Service. For support-related inquiries, you may contact us. Nothing herein shall limit Niche Academy's right to object to subpoenas, claims, or other demands. MODIFICATION: This Agreement may not be modified except by a revised Terms of Service posted by Niche Academy on the Niche Academy Site or a written amendment signed by an DocuSign Envelope ID: AA71442F-C401-4544-85C2-F9B25380D2B1 authorized representative of Niche Academy. A revised Terms of Service will be effective as of the date it is posted on the Niche Academy Site. ENTIRE AGREEMENT: This Agreement incorporates the following documents by reference: ● Privacy Policy ● Copyright and DMCA Policy This Agreement constitutes the entire understanding between Niche Academy and you concerning the subject matter hereof and supersedes all prior agreements and understandings regarding the same. Contacting Us If there are any questions regarding these terms of service you may contact us using the information below. Niche Academy 139 N Hunters Grove Ln #308 Lehi, Utah 84043 info@nicheacademy.com Last Edited on 12/01/2021 DocuSign Envelope ID: AA71442F-C401-4544-85C2-F9B25380D2B1 CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: AA71442F-C401-4544-85C2-F9B25380D2B1 5/15/2024 Niche Academy LLC Kayla Clark Certificate Of Completion Envelope Id: AA71442FC401454485C2F9B25380D2B1 Status: Completed Subject: ***Purchasing Approval*** 8575 Niche Academy Source Envelope: Document Pages: 9 Signatures: 2 Envelope Originator: Certificate Pages: 5 Initials: 2 Kayla Clark AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 901B Texas Street Denton, TX 76209 kayla.clark@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 5/14/2024 6:31:10 AM Holder: Kayla Clark kayla.clark@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Kayla Clark kayla.clark@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 5/14/2024 6:34:13 AM Viewed: 5/14/2024 6:34:38 AM Signed: 5/14/2024 6:34:45 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 5/14/2024 6:34:46 AM Viewed: 5/14/2024 6:39:50 AM Signed: 5/14/2024 6:43:38 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jeromy Wilson jeromy@nicheacademy.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 174.229.139.117 Signed using mobile Sent: 5/14/2024 11:57:25 AM Viewed: 5/15/2024 7:48:15 AM Signed: 5/15/2024 7:49:59 AM Electronic Record and Signature Disclosure: Accepted: 5/15/2024 7:48:15 AM ID: 2fac1d72-637d-4294-bab4-bc9076ca4b1e Jennifer Bekker Jennifer.Bekker@cityofdenton.com Director of Libraries City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 5/15/2024 7:50:00 AM Viewed: 5/15/2024 9:37:20 AM Signed: 5/15/2024 9:37:27 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Signer Events Signature Timestamp Kayla Clark kayla.clark@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 5/15/2024 9:37:28 AM Viewed: 5/16/2024 8:33:39 AM Signed: 5/16/2024 8:33:43 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Dan Oldham doldham@nicheacademy.com Security Level: Email, Account Authentication (None) Sent: 5/14/2024 11:57:26 AM Electronic Record and Signature Disclosure: Accepted: 5/14/2024 11:53:15 AM ID: 1a9c0fc9-7ce8-465a-9e05-534f22712867 Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 5/16/2024 8:33:45 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Rachel Reeves Rachel.Reeves@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 5/16/2024 8:33:46 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 5/14/2024 6:34:14 AM Certified Delivered Security Checked 5/16/2024 8:33:39 AM Signing Complete Security Checked 5/16/2024 8:33:43 AM Completed Security Checked 5/16/2024 8:33:46 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. 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All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/21/2017 1:59:03 PM Parties agreed to: Jeromy Wilson, Dan Oldham How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. 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