MASTER SUBSCRIPTION AGREEMENT
THIS MASTER SUBSCRIPTION AGREEMENT GOVERNS SCHOOL’S OR DISTRICT’S (HERIENAFTER SCHOOL) ACQUISITION AND USE OF ASU PREP DIGITAL AND ASU PREP GLOBAL SERVICES (ASUPD). CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN. IF SCHOOL REGISTERS FOR A FREE TRIAL OF ASUPD’S SERVICES OR FOR FREE SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL OR THOSE FREE SERVICES. BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR (3) USING FREE SERVICES, SCHOOL AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM SCHOOL SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. The Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. ASU Prep’s direct competitors are prohibited from accessing the Services, except with ASU Prep’s prior written consent. This Agreement was last updated on 16 June 2021. It is effective between Customer and ASU Prep as of the date of School’s accepting this Agreement.
The purpose of this Agreement is to a) form a relationship between the School and ASUPD with the intent to ensure innovative learning solutions for all students within the Digital Learning Community (DLC or Services) or b) provide a licensing framework for the permitted usage of ASUPD’s intellectual property or in the instance where ASUPD is an approved sub-licensor. A Digital Learning Community (DLC) is a school whereby two (2) or more students are working on the ASU or ASUPD course(s), taught by ASU faculty or ASUPD instructor, in a learning location at a school with a dedicated facilitator (Tuition Model). ASUPD’s goal is to provide the necessary university faculty or teachers for each DLC commencing on the Arizona State University’s academic semester schedule or for all ASUPD courses, the School’s preferred start date.
PROGRAMS AND DELIVERY MODELS
In the event the School is utilizing ASUPD’s Tuition Model with an ASUPD instructor, to accommodate the School’s preferred start date for ASUPD courses and to hire or provide the appropriate number of teachers, the following guidelines are in order:
1. DLCs will assign a coordinator to submit a formal request of course(s) with number of enrollments in ASUPD’s student information system, in order to provide the appropriate teachers by the preferred start date for the DLC. The enrollment requests must be submitted at least thirty (30) days in advance of the expected start date.
a. In the event the School is utilizing ASUPD’s Tuition Model, ASUPD is responsible for:
1. Ongoing virtual instructional support from ASU faculty or ASUPD Highly Qualified Teacher.
2. Provide Learning Success Coach to monitor and assist students. ASUPD Learning Success Coaches do not require teacher certification.
3. Provide Blended Learning Specialist, upon mutual agreement of the School and ASUPD, to provide training, work with school facilitator
4. Training the School Guidance Counselor(s), if applicable.
5. Training the School facilitator(s).
6. Training the School administration.
7. Providing a registration process specifically designed for DLC students.
8. Providing level two and three support for all members of the Digital Learning Community.
9. Invoicing the School for applicable enrollments.
10. Providing data to the School in a technical format designated by ASUPD.
b. In the event the School is utilizing ASUPD’s Tuition Model, School is responsible for:
1. Providing accurate request for student reservation to secure courses.
2. Providing selections of academically appropriate courses by benchmark dates as stated above and within the enrollment period:
1. Fall: 31 May to 30 September
2. Spring: 1 October to 28/29 February
3. Summer: 1 March to 1 June
3. Providing ASUPD a complete student information roster with the minimum data requirements (last name, first name, date of birth, email address and grade level). ASUPD will provide the School with the appropriate paper or electronic student information data input form.
4. Providing student computer and appropriate technology access.
5. Providing communication access for ASUPD’s Learning Success Coach and student.
6. Providing access to stakeholders involved in the success of the DLC for training and communications from ASUPD.
7. Providing parent’s notification of student’s participation in the Digital Learning Community and attendance in ASUPD’s student orientation session.
8. Reporting the FTE associated with these enrollments.
c. Elementary, Middle School, High School and College Course Models
a. Tuition Model – Parental Payment (Middle and High School)
i. The Parent or Student will register through the ASUPD web site (www.asuprepdigital.org/enrollment). ASUPD will be responsible to onboard the Student and commence instruction in a timely manner.
ii. ASUPD will invoice the Parent fifteen (15) days subsequent to the go-live date of the student commencing the class or classes with ASUPD. For the purposes of this MOU, “go-live” is the date that the students have access to the ASUPD Learning Management System (LMS) and curriculum.
b. Tuition Model (with an ASUPD instructor) – School (Middle and High School)
i. ASUPD will invoice the School fifteen (15) days subsequent to the go-live date of the DLC’s operations with ASUPD. For the purposes of this Agreement, “go-live” is the date that the students have access to the ASUPD Learning Management System (LMS) and curriculum. ASUPD will invoice for each billable enrollment within the DLC at rates provided for in the Work Order.
ii. Billable Enrollments: Any enrollments in Classroom Assigned (CA) or Active (A) status in student information system, for a minimum of fifteen (15) consecutive days or 20% complete in any status, ASUPD will bill the School for the student, regardless of the student’s status upon receipt of invoice.
First semester for the School begins on a date agreed to by School and ASUPD.
iii. Invoice Schedule: The School will be invoiced for each billable enrollment Classroom Assigned or Active in the student information system, for fifteen (15) consecutive days or 20% complete in any status; ASUPD will bill the School for the student, regardless of the student’s status upon receipt of invoice.
c. Content Licensing (Elementary, Middle School and High School)
i. Per Enrollment Hosted Models: ASUPD will license a course or package of courses to the School. The course or courses will be hosted and maintained on ASUPD’s Learning Management System (LMS). The license fee will be per the Work Order between Customer and ASUPD. Licensing can also be purchased per the Work Order.
Per Enrollment Non-Hosted Models (middle and high school only): ASUPD will license a course or package of courses to the School. The course or courses will be hosted and maintained on the School’s LMS.
Invoice Schedule: ASUPD will invoice the School upon delivery of the content into the hosted model. ASUPD will make the content accessible for the initial number of students prescribed by the School or District. ASUPD will make content accessible to additional students, as needed, with ten (10) business days’ notice from the School or District. ASUPD will invoice per the School’s Purchase Order throughout the term of this Agreement. The School shall pay the invoice within thirty (30) days of receipt. Delivery is defined in the hosted model as the course or courses being accessible to the School via a commercially acceptable Internet Web browser (e.g. Chrome or Safari) and the content is functioning per the School’s requirements. Delivery is defined in the non-hosted model as ASUPD providing the School with the appropriate security credentials to access ASUPD’s content for loading into its LMS. The student enrollment licenses are considered Named Student Licenses and are not transferable.
d. Tuition Model – Concurrent College Courses
i. ASUPD will invoice the DLC or parent per the Work Order for each ASU three (3) credit university course taken where the student receives no high school credit, as well as an enrollment fee per course. The DLC may award high school credit per its policy for ASU courses taken with ASUPD.
e. Universal Learner Courses Learning Program (College Course)
i. A list of available Program courses of study (individually, a “Course” and collectively, the “Courses”) can be found at https://ea.asu.edu/courses (the “Online List”). ASU may update the Online List to add or remove Courses. Each updated Online List will supersede any previous Course offerings within the Program.
ii. UNIVERSAL LEARNER COURSE FEES
1. Course registration fee: This fee are applicable for students on the credit eligible path for a course. Present fees can be found at:
These fees may change without notice.
2. Credit Conversion Fees: Credit conversion fees are paid if a student has a passing grade on the course and would like to convert the course for credit. Credit conversion fees for students during any Academic Year are available here:
These fees may change without notice.
Additional Provisions – Data points to be shared by School and/or Partner Organization are outlined below and may include other information deemed relevant by the School and/or Partner Organization.
ASUPD to provide:
1. Data trends and analysis by sub-group (e.g. nationality or sex).
SCHOOL to provide (where the School is responsible for payment):
1. Consent and disclosure of limited data sets for the purposes of personalized learning, which will be used for developing, validating, and offering predictive learning experiences until the termination of the Agreement or Work Order, including Personalized Identifiable Information. ASUPD will not disclose the information, except as permitted by the Agreement or as otherwise permitted by law. ASUPD has safeguards in place to prevent a breach in data security (See FERPA). Any agents (including subcontractors) who have access to student or teacher data will be required to meet ASUPD privacy procedures.
ACADEMIC INTEGRITY IN THE DLC (applicable for the Tuition Model only). Each staff member has a stake in ensuring the highest standards of academic integrity. Teachers, Learning Success Coaches and University faculty synchronize various aspects of ASUPD to ensure the best possible experiences for their students.
1. Act as a resource for student questions.
2. Submit various assignments into the assigned database.
3. Coordinate any academic integrity issues with the Learning Success Coach and the appropriately designated School personnel.
4. Verify student mastery of content through authentic competency based assessments.
5. Convey incidents and consequences to the student and facilitator.
School Facilitators will (where the School is responsible for payment):
1. Provide supervision through close proximity while circulating the lab.
2. Encourage students to seek support from ASU faculty or ASUPD teachers.
3. Encourage students to seek support from the Learning Success Coach.
4. Discourage inappropriate collaboration of students.
5. Ensure students are provided with appropriate equipment and that equipment is not shared by students who are actively working in the same ASUPD coursework.
6. Require that students protect their password information and coursework.
7. Protect students’ user names, passwords, and other private information.
8. Adjust seating arrangements to help promote students’ integrity.
9. Communicate with the student, Learning Success Coach and appropriate School personnel with regards to concerns and consequences.
MODIFICATION. Modifications to this agreement shall be made by mutual consent of the parties, by the issuance of a written modification, signed and dated by authorized officials, prior to any changes being performed.
PARTICIPATION IN SIMILAR ACTIVITIES. This agreement in no way restricts ASUPD or School from participating in similar activities with other public or private agencies, organizations, and individuals.
TERMINATION. This Agreement is subject to termination under A.R.S. § 38-511.
Default. In the event that either party materially fails to perform or comply with any provision of this Agreement, and fails to remedy the default within 30 days after receipt of written notice of the default, then the non-defaulting party shall have the right, at its sole option and upon written notice to the other, to terminate this Agreement.
Failure to Appropriate Funds. This Agreement may be terminated by the party at the end of the period for which funds are appropriated if funds are not appropriated or are not otherwise available for the continuance of this Agreement. Notice of such non-appropriation and termination shall be given at the earliest possible time. Nothing in this paragraph shall be construed to release a party from obligations which accrue prior to the end of the period for which funds are appropriated.
STATE-REQUIRED PROVISIONS. E-verify, Records and Audits. To the extent applicable under A.R.S. § 41-4401, the parties warrant their compliance with all federal immigration laws and regulations that relate to their employees and compliance with the E-verify requirements under A.R.S. § 23-214(A). A party’s breach of the above-mentioned warranty shall be deemed a material breach of the Agreement and may result in the termination of the Agreement by either party under the terms of this Agreement. The parties each retain the legal right to randomly inspect the papers and records of the other party to ensure that the other party is complying with the above-mentioned warranty. The parties warrant to keep their respective papers and records open for random inspection during normal business hours by the other party. The parties shall cooperate with the other party’s random inspections including granting the inspecting party entry rights onto their respective properties to perform the random inspections and waiving their respective rights to keep such papers and records confidential. Any payments made by credit or debit card will be subject to a three percent (3%) surcharge.
NOTICES. A notice required by this Agreement shall be sent by U.S. certified mail, return receipt requested, or delivered by hand to the party at the address indicated in Principal Contacts in Section G, subsection 4 of this MOU or such other address requested by notice to the other party. A notice shall be considered given when received.
INDEMNITY. Subject to the limitation of Section 9, each party will indemnify, hold harmless and
defend, with counsel reasonably acceptable to the other party, the other party and its officers, employees, and agents from and against all losses arising out of or in connection with any negligent or willful act or omission of the party and its agents.
LIMITATION OF LIABILITY. Each party disclaims any and all liability for any indirect, special, or consequential damages or lost profits arising out of or related to this Agreement, even if that party has been advised of the possibility thereof, or knew or should have known thereof, including without limitation, any claims for loss of data or software, negligence, or delay of a party in providing any goods or performing any Services hereunder. Limitation on Any Recovery. Each party specifically agrees that the other party’s liability for damages for any cause whatsoever, regardless of the form of action, whether in contract or in tort, shall be limited to the total fees paid by the other party under this Agreement. Uncontrollable Events. Neither party shall be liable for any delays in the performance of any of its obligations hereunder due to causes beyond its reasonable control; provided, however, that this provision shall not operate to excuse either party from prompt payment of any amounts required to be paid under this Agreement.
REMEDIES; ATTORNEYS’ FEES. A breach by either party of any of the provisions of this Agreement shall entitle the other to all rights and remedies provided by the Agreement or pursuant to applicable law. The prevailing party in any action to enforce or interpret any provision of this Agreement shall be entitled to reasonable attorneys’ fees and disbursements, including but not limited to court costs and fees, fees and costs of expert witnesses, fees of court reporters, and transcripts.
APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Arizona and by applicable federal law. Any action or proceeding brought by a party with respect to the breach or enforcement of the terms of this Agreement shall be brought in the courts of the State of Arizona situated in Maricopa County.
SEVERABILITY. If any one or more provisions of this Agreement are, for any reason, held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision contained in this Agreement.
WAIVER. A waiver by either party of any of the terms, conditions and covenants to be performed by the other shall not be construed to be a waiver of any succeeding breach, nor of any other term, condition, or covenant contained in this Agreement.
ENTIRE AGREEMENT. This Agreement states the entire agreement between the parties concerning its subject matter and supersedes all related prior oral and written negotiations and understandings. This Agreement may not be amended except by a mutual written agreement of the parties.
ASUPD utilizes Amazon Web Services for its hosting services. All pertinent privacy and adherence to FERPA, Personalized Identifiable Information and other relevant policies can be found at the following link: