eCHECKUP TO GO Subscription Agreement

This eCHECKUP TO GO Subscription Agreement (the "Agreement") is entered into by and between San Diego State University Research Foundation on behalf of San Diego State University (hereinafter collectively "SDSU") and the subscriber that executes this Agreement below ("Subscriber"). SDSU and Subscriber are sometimes referred to herein individually as a "Party" and together as the "Parties."

eCHECKUP TO GO is a program offered by San Diego State University Research Foundation, a not-for-profit auxiliary of San Diego State University, in coordination with San Diego State University's Division of Student Affairs. The eCHECKUP TO GO programs are developed, deployed and maintained by counselors and psychologists at San Diego State University. This Agreement governs the rights and obligations of the Parties with respect to SDSU's eCHECKUP TO GO Application(s) ("Application(s)"). The Parties accept and agree to be bound by the terms of this Agreement by signing below.

1. THE SERVICES

   1. SDSU provides access to Subscriber Application(s) for renewable time-based subscription periods. Unless amended, altered, or agreed-to beforehand, each subscription begins the date Application(s) are operational and ends 365 days from that date (the "Subscription Period").Subscriber may renew the subscription for an additional 365 day period by providing written notice of Subscriber's intent to renew and payment of the current list price subscription fee to SDSURF.

   2. During the Subscription Period, the Subscriber will receive online access to the selected Application(s) and access to the data collected or generated by Application(s).

   3. At any time, SDSU may modify Application(s) both functionally and/or aesthetically, to improve/enhance the program, maintain adherence to security standards, and/or in response to Subscriber's requests.

      1. Changes/updates initiated by SDSU or the eCHECKUP TO GO Development Team will be undertaken at no additional cost to Subscriber.

      2. Changes/updates initiated by Subscriber may incur additional costs. Additional costs and fees will be agreed upon by the eCHECKUP TO GO Development Team and Subscriber prior to making the requested changes.

   4. In order to provide Subscriber's end-users ("Participants") personalized and specific feedback and referral information, Subscriber may provide institution and location-specific information for use in its Application(s). Subscriber is solely responsible for the accuracy and quality of information it provides to the eCHECKUP TO GO Development Team.

   5. All of Application(s)' codebase, assets, and collected/generated data will reside on a server maintained by SDSU. In the event the server experiences technical problems, SDSU will make reasonable efforts to either resolve the difficulties or provide a back-up site. Subscriber will not be reimbursed for server downtime or Internet congestion resulting in the diminished performance of Application(s).

2. SUBSCRIBER'S USE OF APPLICATION(S)

   1. Subscriber agrees to not copy, reproduce, redistribute, or modify the codebase, data, or content of Application(s) without prior written permission from SDSU, except where required to provide feedback to Participants, where permission is expressly granted within Application(s) (e.g., "print" functions), or where the codebase, data, or content is noted to be in the public domain.

   2. Subscriber agrees not to access or attempt to access the host server in any manner that may compromise the security or functionality of the server.

   3. Subscriber agrees not to retrieve data or attempt to retrieve data from the host server, except as provided via Application(s) (e.g., "Administration website(s)").

   4. Subscriber agrees not to use or query its data in ways that may identify and/or reveal any Participant's responses without Participant's express knowledge and consent.

3. RESPONDING TO PARTICIPANT'S RESPONSES

   1. Subscriber understands that SDSU and the eCHECKUP TO GO Development team will not review, monitor or respond to any information Participants provide via Application(s).

   2. Subscribers release SDSU and the eCHECKUP TO GO Development team from any and all responsibility and/or liability to review, monitor or respond to any and all information Participants provide via Application(s).

   3. When and where a Participant has expressed consent to share data with Subscriber or Subscriber's duly appointed representatives, Subscriber agrees to have in place a thoughtful protocol for determining who receives and has access to the Participant's data, and to provide support and direction to Participant who might have personal concerns or raise concerns on behalf of Subscriber.

4. DATA PRIVACY AND SECURITY

   1. SDSU agrees not to sell Personal Data related to Subscriber and Participants, and any other Personal Data collected, stored or received using Application(s), to third parties. Personal Data will be defined herein as any information relating to an identified or identifiable natural person.

   2. SDSU may retain, use, and/or disclose Personal Data related to Subscriber and Participants, and any other Personal Data collected, stored or received using Application(s), to fulfill its obligations to Subscriber under the Agreement, for internal use, consistent with Applicable Data Privacy and Security Laws, to comply with domestic and foreign laws, to comply with a civil, criminal, or regulatory inquiry, investigation, subpoena, or summons by domestic or foreign authorities, to cooperate with law enforcement agencies concerning conduct or activity that SDSU reasonably and in good faith believes may violate domestic or foreign laws, to exercise or defend legal claims, and where otherwise required by law. Applicable Data Privacy and Security Laws will be defined herein to mean all applicable legislation and implementing regulations related to data protection and privacy.

   3. To assist SDSU with providing services under this Agreement, SDSU may disclose Personal Data related to Subscriber and Participants, and any other Personal Data collected, stored or received using Application(s), to another service provider retained or employed as a subcontractor.

   4. SDSU reserves the right to collect, analyze, and publicize aggregate, de-identified, anonymized or pseudonymized data collected, stored or received from any and all Application(s). Such data will not be publicized in any manner that identifies or could reasonably identify Subscriber or Participants without prior consent.

   5. SDSU agrees to provide notice to Subscriber without undue delay if it becomes aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data transmitted, stored or otherwise processed through Application(s) ("Data Breach"). At Subscriber's request, SDSU will promptly provide Subscriber with all reasonable assistance necessary to enable Subscriber to notify relevant Data Breach to competent authorities and/or natural persons affected by the Data Breach, if Subscriber is required to do so under Applicable Data Privacy and Security Laws.

   6. SDSU will provide reasonable assistance to Subscriber with responding to data privacy access, correction, deletion, restriction of processing, portability, or other requests related to data subject rights, and responding to inquiries and enforcement actions under Applicable Data Privacy and Security Laws by domestic or foreign enforcement authorities related to Participants' Personal Data and any other Personal Data collected, stored or received using Application(s).

   7. Subscriber is responsible for determining the purposes and means of processing the Participant's Personal Data and any other Personal Data collected, stored or received through Application(s). Subscriber shall comply with all Applicable Data Privacy and Security Laws while using Application(s), including but not limited to, responding to data privacy access, correction, deletion, opt-out, restriction of processing, portability, or other requests related to data subject rights, providing notices regarding relevant Data Breach to competent authorities and/or natural persons affected by the Data Breach, and responding to inquiries and enforcement actions by domestic or foreign enforcement authorities related to Participant's Personal Data and any other Personal Data collected, stored or received through Application(s).

   8. SDSU is located in the United States, which may not be considered an adequate country for receiving Personal Data under Applicable Data Privacy and Security Laws. Subscriber is responsible for taking the necessary steps to ensure that Personal Data transferred to SDSU is pursuant to appropriate safeguards permitted under Applicable Data Privacy and Security Laws.

   9. Subscriber agrees that it has provided all notices and obtained all consents, permissions and rights necessary under Applicable Data Privacy and Security Laws to collect, store or receive Personal Data using Application(s).

   10. The Parties each agree to implement and maintain reasonable security procedures and practices, and commercially reasonable technical and organizational measures, to ensure a level of security appropriate to the risk in order to protect Participant's Personal Data and any other Personal Data collected, stored or received through Application(s) from unauthorized access and exfiltration, theft, or disclosure. This also includes storing, maintaining, transmitting and protecting all such Personal Data in accordance with Applicable Data Privacy and Security Laws, and regularly testing, assessing, and evaluating the effectiveness of its security measures.

5. SUBSCRIPTION FEES

   1. Subscription fees must be paid in US Dollars and are to be made payable to the "San Diego State University Research Foundation."

   2. Subscription fees are due within 60 days of the start of the Subscription Period. After this grace period, unpaid subscriptions will be terminated.

   3. SDSU is not responsible for lost, late or otherwise undelivered payments.

   4. Subscriber will not be reimbursed for lost access, productivity, or inconvenience resulting from the termination of an unpaid subscription.

6. TERMINATION

   1. If Subscriber chooses not to continue/renew its subscription, Subscriber will forfeit access to Application(s) as well as any and all data previously generated, collected, stored, or received using Application(s).

   2. If Subscriber chooses to terminate or discontinue its subscription prior to the end date of Subscription Period, Subscriber will not be reimbursed for any unused portion of the Subscription Period.

7. OTHER TERMS

   1. SDSU maintains ownership of Application(s), including the codebase, data, content and any and all derivative intellectual properties.

   2. SDSU reserves the right to modify or amend these terms and will notify Subscriber in writing prior to amendments/modifications taking effect. Your continued use of Application(s) or SDSU's services following the posting of changes to this Agreement indicates your acceptance of those changes.

   3. This Agreement constitutes the entire and only agreement between the Parties relating to acquiring a license, and all prior negotiations, representations, agreements and understandings are superseded hereby. No agreements altering or supplementing the terms hereof may be made except by written mutual agreement by the Parties.

   4. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of California and the United States, except for its choice of law considerations. Any dispute under this agreement shall be tried before a court of law in the county of San Diego, California.