Last Updated: November 2024
These Terms and Conditions, as may be modified from time to time, are hereby incorporated into that certain Order Form (the “Order Form”) made and entered into by and between Higher Logic, LLC, a Delaware Limited Liability Company with its principal offices located at 4250 N. Fairfax Drive, Suite 600, Arlington, VA 22203 (“Higher Logic”) and the customer (“Customer”). These Terms and Conditions govern Customer’s use of Higher Logic Thrive Learn powered by Blue Sky eLearn, LLC (“Blue Sky”) products and services (“Blue Sky Products”) provided through Higher Logic and are referenced and incorporated by reference in the Order Form. The term “Order Form” includes the Order Form, any related Statements of Work (each an “SOW”), any modifications or addenda to either the Order Form or a SOW, as well as these Terms and Conditions. The “Effective Date” of the Order Form is the date on which the Order Form was executed by both Higher Logic and the Customer (the “Effective Date”). “This Agreement covers only those services provided directly by Blue Sky via Higher Logic’s platform under the Order Form. For any additional services such as Virtual Event or Learning & Development (L&D) services, a separate MSA with Blue Sky will be required.
In consideration of the herein promises and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Blue Sky, Higher Logic and Customer (each a “Party” and collectively, the “Parties”) hereby agree as follows:
“Active User” is defined as an individual who accesses the Blue Sky Products at least 1 time during the month. An active user may access the site an unlimited amount of times during the month they are active.
“Application” shall mean the computer programs used to provide the Services, including, but not limited to the learning management system referred to as Higher Logic Thrive Learn, as more fully described in the SOWs, and the term “Application” further includes, without limitation, all components, elements, features, interfaces, libraries, plug-ins, tools, diagnostic tools, versions and all updates, enhancements, releases, patches, modifications, error corrections, upgrades and derivative works made by Blue Sky or on Blue Sky’s behalf, but in all cases excludes any Customer Materials.
“Blue Sky Materials” means Application and other technology, software, products, materials, tools, methodologies, ideas, concepts, know-how, techniques, trademarks or other proprietary materials or information which are owned or licensed by Blue Sky (other than the Customer Materials) or which are developed by or on behalf of Blue Sky incident to the Services, including, but not limited to, the deliverables, results, manner of delivery or content of the Services. For the avoidance of doubt, Blue Sky Materials specifically excludes the Customer Materials.
“Blue Sky Technology” means, collectively, (i) the Blue Sky Materials; and (ii) any other technology, software, products, materials, tools, methodologies, ideas, concepts, know-how, techniques, trademarks or other proprietary materials or information (other than the Customer Materials) incorporated into or used in connection with the Blue Sky Products.
“Customer Materials” means any content, text, documentation, artwork, logos, video, Data, and other materials that are uploaded, recorded, or otherwise transmitted by or on behalf of the Customer using the Application or otherwise provided by or on behalf of Customer or any of its authorized users in connection with an Event or for hosting, access, display, streaming, and publication through the Services.
“Data” means any data or information (including personally identifiable information), in any form or format, including compiled, summarized, or derivative versions of such data or information, which are collected by Blue Sky through the Application or otherwise in connection with the Services or an Event.
“Deliverables” means all items or materials provided by or on behalf of Blue Sky (or that Blue Sky is obligated to provide) to Customer under the Order Form, including any Event Archives.
“Force Majeure” means acts or events beyond the reasonable control of a Party, and not caused by the fault or negligence of such Party or those working on such Party’s behalf (e.g. subcontractors), which may include acts of God, war, vandalism, sabotage, accidents, fires, floods, pandemics, strikes, labor disputes, acts of any unit of government or governmental agency or any similar cause.
“Intellectual Property Rights” means all United States and worldwide trademarks, service marks, trade dress, trade names, logos, copyrights, rights of authorship, inventions, patents, rights of inventorship, moral rights, rights of publicity and privacy, trade secrets, rights under unfair competition and unfair trade practices laws, and all other intellectual and industrial property rights related thereto.
“Higher Logic Thrive Learn powered by Blue Sky eLearn, LLC” means the learning management system you have subscribed to for the purposes of delivering content, training, and courses to end users.
“Order Form” refers to the agreement document between Higher Logic and the Customer that outlines the specific services, fees, and terms under which Higher Logic and Blue Sky will provide the Customer access to the Blue Sky Products. This includes, but is not limited to, any linked Statements of Work (SOWs), modifications, addenda, or amendments specific to the services to be delivered under this Terms and Conditions Agreement. The “Order Form” also signifies acceptance of both Higher Logic’s Subscription Agreement and Blue Sky’s Terms and Conditions, collectively governing the use of Blue Sky Products provided through Higher Logic.
“Services” means the services to be performed by Blue Sky on behalf of Customer, pursuant to the Order Form, as more fully set forth in the applicable SOW.
“SOW” means a written statement of work entered into by the Parties, which in each case shall set forth, as applicable, the Services to be performed by Blue Sky. Upon execution by both Parties, each SOW shall be attached to the Order Form Agreement and fully incorporated herein by this reference.
1. Adoption of SOWs. The Parties may engage in multiple SOWs for Services requested by the Customer, which Blue Sky is to perform. A SOW is considered agreed upon and effective when the Customer signifies acceptance by signing it, either physically or electronically. Blue Sky will provide each SOW draft electronically. Upon Customer’s acceptance, the SOW will be deemed part of and governed by the Order Form’s terms and conditions. In case of any conflict or inconsistency, these Terms and Conditions will prevail, unless explicitly stated otherwise in the Order Form or SOW.
1. License Grant to Services. Subject to all terms and provisions of the Order Form, including timely payment of the Service Fees, Blue Sky hereby grants to Customer a non-exclusive, non-transferable, revocable license, without the right to sublicense except as specifically set forth below, to use the Services as more fully set forth in the SOWs. Customer may not assign, rent, lease, sublease, grant a security interest in license or sublicense or otherwise transfer any rights in the use of the Services except that Customer may extend the right to access certain Services to Customer’s members, employees or other designees solely as necessary to use the Services for the purposes as described in the applicable SOW. Customer is responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access any portion of the Services made available via the Internet, and for paying all third-party access charges to its respective internet or telephone service provider incurred while using the Service. The proprietary rights and obligations set forth in this Agreement apply solely to the Services and technology provided directly by Blue Sky and do not extend to any technology, software, materials, or services managed or provided exclusively by Higher Logic or any third parties. Customer acknowledges that Higher Logic and other third parties maintain their own proprietary rights for any services, software, or content they manage and provide.
2. Blue Sky Ownership. Customer agrees that Blue Sky shall own and retain all right, title, and interest to the Services, Blue Sky Materials, and all components thereof, including the Application, the source code to the Application and all related programming and code, and to all other Blue Sky Materials and to all Intellectual Property Rights related thereto, but excluding specifically any Customer Materials.
3. Prohibitions and Restrictions on Use. Customer is prohibited from reselling the Services or acting as a service bureau capacity. Charging a fee for participants to participate in or attend an Event shall be deemed not to constitute “reselling” the Services. Customer shall not attempt to reverse engineer, modify, decompile, disassemble, translate or seek to derive source code from any part of the Services, the Application or any related software. Customer shall not remove, alter or obscure any of Blue Sky’s or its licensors’ copyright or proprietary rights notices delivered, provided or displayed incident to the Services.
4. License Rights to Customer Materials. During the Term, Customer hereby grants to Blue Sky a non-exclusive, fully-paid, royalty-free, worldwide license, without the right to sublicense, to record, adapt, edit, host, cache, store, archive, index, crawl, create algorithms based on, modify, transcode, reproduce, distribute copies of, perform and display the Event and Customer Materials solely as necessary to display the Event for Customer and otherwise deliver the Services.
5. Customer Ownership. Blue Sky agrees that, notwithstanding anything to the contrary in Section titled Blue Sky Ownership, Customer shall own and retain all right, title, and interest to the Customer Materials, and all components thereof, including any derivative works thereof, and to all Intellectual Property Rights related thereto, including any Event Archives and any Customer Materials stored, published, and performed as part of the Services. Customer is responsible to ensure that all Customer Materials as provided to Blue Sky do not infringe any Intellectual Property Rights of third parties, including by way of violation of copyrighted video, audio, photographs or other images. Customer will be responsible for collecting the Event slides that Customer wants to have included in an Event Archive. Notwithstanding the foregoing, Customer agrees that Blue Sky shall have the freely-revocable right to use Customer’s name and identity information as well as general descriptions regarding Events for Blue Sky’s marketing and business development purposes, including but limited to, using such information in Blue Sky’s marketing materials, customer listing and advertisements.
6. Digital Millennium Copyright Act. The Application is solely a platform that allows Customer to upload, modify, view and provide access to Customer Materials. In the event Customer uploads content not owned by Customer or that Customer is not legally entitled to use, and upon receipt of a claim regarding the same from the copyright owner of such material, Blue Sky may remove such material in compliance with the Digital Millennium Copyright Act. Customer understands that Blue Sky adheres to the Digital Millennium Copyright Act.
7. Handling of Customer Materials. After delivery of the final Event Archive to Customer and termination of the Order Form, Blue Sky may in its sole discretion delete or remove from its servers and files all information or materials it has gathered or formulated to create and to otherwise provide the Services under the Order Form. Blue Sky shall have no responsibility to notify Customer that it will be deleting or removing the information and materials as set forth herein. If Customer has provided Blue Sky with additional Customer Materials to be used for the Event or Event Archive, Blue Sky will use commercially reasonable efforts to return the Customer Materials at Customer’s shipping expense upon completion of the production, provided that Blue Sky may retain and use one copy thereof incident to the license granted herein to Blue Sky for archival non-production and legal compliance purposes.
8. Reservation of Intellectual Property Rights. Except as expressly set forth herein, each Party shall retain all right, title and interest in and to its own Intellectual Property Rights. No Party shall have any rights in the other Party’s Intellectual Property Rights except as expressly granted herein.
1. Mutual Warranties. Each Party represents, warrants, and covenants that (i) such Party has the full right, power, and authority to enter into the Order Form and each SOW and to perform its respective obligations under the Order Form; (ii) the execution of the Order Form by such Party and the performance by such Party of its obligations and duties under the Order Form do not and will not violate any agreement to which such Party is a party or by which it is otherwise bound; (iii) when executed and delivered by such Party, the Order Form will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms; and (iv) such Party shall comply with all applicable laws in connection with its performance under the Order Form.
2. Infringement Warranties. Customer hereby represents and warrants to Blue Sky that Customer either owns or has obtained written permission or other authorization from the rightful owner of all Customer Materials provided to Blue Sky, and is legally entitled to provide such Customer Materials to Blue Sky and to grant to Blue Sky all license rights herein without violating any duties, or obligations to any third party or infringing on any third party’s Intellectual Property Rights. Customer further represents and warrants to Blue Sky that Customer has obtained or will obtain, prior to each Event, all necessary licenses, releases, assignments and transfers of rights in all multimedia presentations and related materials (including, without limitation, handouts, presentation slides and any included video, audio, photographs or other images) from such speakers or other persons that will be recorded, or such other third persons as are necessary for Blue Sky to perform the Services without violating any Intellectual Property Rights of third parties.
3. Content Warranties. Customer hereby represents and warrants to Blue Sky that Customer will not publish, post, upload, record or otherwise transmit content via the Application that (i) violates any law, statute or ordinance; (ii) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (iii) is profane, indecent, obscene, harmful to minors or contains pornographic depictions; (iv) contains any viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files or other computer programming intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information or property of another (“Malware”). Blue Sky reserves the right to cease distribution of any Customer Materials or Event at any time in its sole discretion. Customer further warrants to Blue Sky that Blue Sky’s use of the Customer Materials for the Services, including, but not limited to, the duplication, distribution, streaming or publication of such materials, as permitted herein, will not violate any laws applicable to such materials.
4. COPPA Compliance. Customer represents and warrants that, in the event that the Children’s Online Privacy Protection Act (“COPPA”) applies to any websites or online services provided by Customer, Customer represents and warrants to Blue Sky that Customer shall comply with all applicable requirements of COPPA, as amended from time to time, including without limitation: a. Post a clear and comprehensive online privacy policy describing Customer’s information practices for personal information collected online from children; b. Provide direct notice to parents and obtain verifiable parental consent before collecting personal information online from children; c. Give parents the choice of consenting to Customer’s collection and internal use of a child’s information, but in no event shall Customer disclose that information to third parties (unless disclosure is integral to the site or service provided by Customer, in which case, this shall be made clear to parents). d. Provide parents access to their child’s personal information to review and/or have the information deleted; e. Give parents the opportunity to prevent further use or online collection of a child’s personal information; f. Maintain the confidentiality, security, and integrity of information Customer collects from children, including by taking reasonable steps to release such information only to parties capable of maintaining its confidentiality and security; and g. Retain personal information collected online from a child for only as long as is necessary to fulfill the purpose for which it was collected and delete the information using reasonable measures to protect against its unauthorized access or use.
5. Non-Infringement. Blue Sky hereby represents, warrants, and covenants to Customer that the Application, Services and all materials and methodologies used by Blue Sky in performing hereunder, including, without limitation, the Blue Sky Technology, will not infringe any Intellectual Property rights in any jurisdiction or otherwise contravene any rights of any third person; all Services will be performed in a professional and workmanlike manner, using qualified and appropriately trained personnel, and consistent with industry standards; the Application: will provide the functions and perform in accordance with the Order Form and any service descriptions provided by Blue Sky, and the functionality of the Application will not be materially decreased during the Term; Blue Sky shall not violate the terms of any agreement with any other party by performing under the Order Form.
1. Mutual Indemnification. Each Party agrees to indemnify, defend and hold harmless the other Party and its Affiliates, and their directors, officers, employees, agents, successors and assigns (collectively, the “Other Party Indemnitees”) from and against all liabilities, losses, damages and costs (including reasonable attorneys’ fees) (collectively, “Losses”) they may suffer as the result of third party claims, demands, actions, suits or judgments against them resulting from or arising out of:(i) any breach of the indemnifying Party’s representation or warranties under the Order Form, (ii) any violations of laws or regulations applicable to the indemnifying Party’s products or services or any product liability or other claims associated with the indemnifying Party’s products or services, and/or (iii) negligence or willful misconduct of the indemnifying Party or its employees. Without limiting the foregoing, Customer shall be solely responsible at its own expense for obtaining all necessary licenses or permissions required by Blue Sky to perform the Services hereunder relating to the audio or visual content provided to Company. Blue Sky may, at its discretion and upon reasonable belief, take any reasonable action it deems necessary if Customer’s conduct or Content fails to conform with the Order Form or may create liability for Blue Sky or its suppliers.
2. Customer COPPA Indemnification. Notwithstanding anything to the contrary in the Order Form, Customer shall indemnify, hold harmless, and defend Blue Sky and its officers, directors, employees, agents, affiliates, successors and permitted assigns against any and all losses, damages, liabilities, deficiencies, penalties, fines, costs, and/or expenses of whatever kind, including without limitation reasonable attorneys’ fees, arising out of or resulting from any breach or non-fulfillment of any representation or warranty with respect to COPPA under the Order Form or any other violations of COPPA by Customer or its officers, directors, employees, agents, or affiliates.
3. DISCLAIMER. BLUE SKY DOES NOT MAKE ANY WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, CONCERNING THE APPLICATION AND/OR ANY SERVICES PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, WARRANTIES OF MERCHANTABILITY, OR OF MERCHANTABLE QUALITY, OR OF FITNESS FOR ANY PURPOSE, PARTICULARLY, SPECIFIC OR OTHERWISE, OR OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS. BLUE SKY FURTHER DISCLAIMS ANY WARRANTY THAT THE SERVICES WILL BE FREE OF MALWARE. BLUE SKY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE APPLICATION OR THE SERVICES.
4. LIMITATION OF LIABILITY. BLUE SKY SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND WHETHER DIRECT, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR EXEMPLARY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF BUSINESS OR LOSS OF PROFIT OR REVENUE THAT ARISES OUT OF OR IN CONNECTION WITH THE ORDER FORM IN ANY MANNER, INCLUDING, BUT NOT LIMITED TO, THE SERVICES PROVIDED OR TO BE PROVIDED BY BLUE SKY. CUSTOMERS SOLE REMEDY FOR BREACH OF THIS AGREEMENT WOULD BE A REFUND OF CUSTOMER FEES PAID. FOR BLUE SKY PRODUCTS PURCHASED THROUGH HIGHER LOGIC, THE LIMITATION OF LIABILITY AND INDEMNIFICATION TERMS OUTLINED IN THE HIGHER LOGIC SUBSCRIPTION AGREEMENT SHALL APPLY. BLUE SKY SHALL NOT BE LIABLE FOR DAMAGES ARISING FROM HIGHER LOGIC’S PLATFORM OR SERVICES PROVIDED BY HIGHER LOGIC. FOR DIRECT BLUE SKY SERVICES, THE LIMITATION OF LIABILITY AND INDEMNIFICATION TERMS SET FORTH IN THIS AGREEMENT SHALL APPLY. BLUE SKY’S LIABILITY FOR SUCH SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CUSTOMER DIRECTLY TO BLUE SKY FOR THOSE SPECIFIC SERVICES IN THE PRECEDING 12 MONTHS.THIS LIMITATION APPLIES WITHOUT REGARD TO THE FORESEEABILITY OF DAMAGES. ALL LIMITATIONS SET FORTH IN THIS SECTION APPLY TO ALL CAUSES OF ACTION AND CLAIMS BY CUSTOMER. BLUE SKY DOES NOT CONTROL, NOR CAN IT CONTROL, THE FLOW OF DATA TO OR FROM INTERNET SERVICE PROVIDERS, TELECOMMUNICATIONS PROVIDERS AND OTHER PORTIONS OF THE INTERNET OR THE CUSTOMER’S OWN INTERNAL SYSTEMS, INCLUDING INTRANETS AND OTHER WIDE AND/OR LOCAL AREA NETWORKS (COLLECTIVELY, “INTERNAL SYSTEMS”) AND ACCESS SYSTEM. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET AND INTERNAL SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES INCLUDING, WITHOUT LIMITATION, THE CUSTOMER (COLLECTIVELY, FOR THE PURPOSES OF THIS DISCLAIMER, “THIRD PARTIES”). AT TIMES, ACTIONS OR INACTION CAUSED BY SUCH THIRD PARTIES MAY PRODUCE SITUATIONS IN WHICH A PARTY’S CONNECTIONS TO THE INTERNET, ACCESS SYSTEM, OR INTERNAL SYSTEMS (OR PORTIONS THEREOF) MAY BE IMPAIRED OR DISRUPTED, AND BLUE SKY CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, BLUE SKY DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS. BLUE SKY SHALL NOT BE LIABLE TO THE CUSTOMER, ANY AUTHORIZED USER, OR ANY OTHER THIRD PARTY FOR ANY CLAIMS OR DAMAGES THAT MAY BE SUFFERED BY THE CUSTOMER, ANY AUTHORIZED USER OR ANY SUCH THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, LOSSES OR DAMAGES OF ANY AND EVERY NATURE, RESULTING FROM THE LOSS OF DATA, INABILITY TO ACCESS THE INTERNET OR INTERNAL SYSTEMS, OR INABILITY TO TRANSMIT OR RECEIVE INFORMATION, CAUSED BY, OR RESULTING FROM, DELAYS, NON-DELIVERY, OR SERVICE INTERRUPTIONS. BLUE SKY SHALL NOT BE RESPONSIBLE FOR THE SERVERS NOT BEING ACCESSIBLE ON THE INTERNET OR ON ITS INTERNAL SYSTEMS DUE TO CIRCUMSTANCES NOT IN THE DIRECT CONTROL OF BLUE SKY SUCH AS, WITHOUT LIMITATION, THE CUSTOMER’S OR ANY OTHER THIRD PARTIES, INCLUDING AN INTERNET SERVICE PROVIDER’S, EQUIPMENT CAPABILITIES.
1. Entire Agreement. The Order Form, including all related SOWs and these Terms and Conditions constitute the entire agreement between the Parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral and written, between the Parties hereto with respect to the subject matter hereof. No amendment, modification, or waiver of the Order Form shall be binding on either Party unless accepted and signed, physically or electronically, by each Party’s respective officer.
2. Dispute Resolution. The Order Form is deemed entered into and performed in the State of California and shall be interpreted in accordance with its laws (without reference to principles of conflict of laws). If a dispute arises out of or relates to the Order Form or the breach thereof and that cannot be settled through negotiation, the parties agree first to try to settle the dispute by mediation. The mediator shall be mutually selected and agreed upon by the parties. If the parties are unable to resolve their dispute by mediation within 30 days after service of the request for mediation upon all of the parties to the dispute, the parties may pursue legal action in a court of competent jurisdiction in the state of California.
3. Confidentiality. Blue Sky will treat as confidential all documents and other information in whatever form, received, obtained or generated in connection with Blue Sky providing to the Customer the services encompassed by the Order Form, whether any such documents are or any such information is labeled or designated as such (“Confidential Information”). Blue Sky is not authorized to disclose beyond the Customer, its authorized agents, and Blue Sky and its personnel any such Confidential Information, or to use any such Confidential Information, in any form, for any purpose except with the Customer’s prior authorization. Information that is or becomes available in the public domain through no fault of Blue Sky or any of Blue Sky’s employees, or is not acquired by Blue Sky or Blue Sky’s employees from the Customer or from sources known by Blue Sky or Blue Sky’s employees to be in breach of a confidentiality agreement with the Customer, will not be deemed Confidential Information that is subject to the provisions of this paragraph. This provision will survive beyond the conclusion or termination of the Order Form. Termination of services purchased through Higher Logic, including subscription services, is governed by the Higher Logic Subscription Agreement.
4. Force Majeure. Neither party is responsible for the consequences to the quality or availability of the Event or the Services for circumstances not completely within its control, such as the effect on sound and video quality caused by ambient noise, faulty Internet connections, utility failures, speaker conduct and other unplanned events, other sound or video quality issues. Neither party is further responsible for any other delay or failure in performance of the Services caused by Force Majeure events. Blue Sky’s performance under the Order Form shall be excused during a Force Majeure event.
5. Non-Solicitation of Employees. For a period of one year following the contract termination date, the Customer shall not, directly or indirectly, induce or attempt to induce, any employee of Blue Sky to end or diminish his/her relationship with Blue Sky, or solicit or attempt to solicit any employee of Blue Sky for outside employment, or to any other person for the purpose of assisting any third party to solicit Blue Sky’s employees for outside employment.
6. Binding Effect; Assignment. The Order Form and all of the terms, provisions and conditions hereof shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.
7. Waiver. A failure of either Party to the Order Form to enforce at any time any of the provisions of the Order Form, or to require at any time performance of any of the provisions hereof, shall in no way affect the full right to require such performance at any time thereafter. No waiver shall be deemed a waiver of any other breach of the same or any other term or condition hereof.
8. Severability. In the event that any one or more provisions of the Order Form shall for any reason be held by any tribunal of competent jurisdiction to be invalid, illegal or unenforceable, the remaining provisions of the Order Form shall be unimpaired, and each invalid, illegal or unenforceable provision shall be treated by the tribunal as modified to the least extent necessary to rectify its invalidity, illegality or unenforceability and shall be enforced as so modified.
9. Counterparts. The Order Form may be executed in any number of counterparts, each of which shall be deemed to be an original instrument and all of which together shall constitute a single agreement.
The parties agree to comply with the terms and conditions set forth in the Data Processing Addendum available at
https://www.blueskyelearn.com/data-processing-addendum
(the “DPA”). The DPA is hereby incorporated by reference and forms an integral part of this Agreement. In the event of any conflict between the terms and conditions of the DPA and the terms and conditions of this Agreement, the terms and conditions of the DPA shall prevail with regards to the parties’ data protection obligations.