Learning Pool Managed Services Policy

By signing a Solutions Agreement that attaches to a Work Order, Client agrees to comply with this Managed Services Policy (this “Policy”). Terms not defined herein shall have the meaning set forth in the applicable Master Agreement, Solutions Agreement, or Work Order (each an “Agreement” and collectively the “Agreements”). All services provided pursuant to this Policy are deemed to be “Services” pursuant to the Master Agreement between the parties.

1. Managed Services Hours (MSH)

1.1. MSH are packages of hours purchased by Client that must be used within twelve (12) months of the Effective Date of the Solutions Agreement pursuant to which the MSH are purchased (the “MSH Term”).
1.2. The Work Order will indicate the initial purpose for the MSH but Client can re-purpose them for any work identified in section 1.4 below through regular interactions and mutual agreement between Client and the LP appointed account manager.
1.3. Client may request use of available MSH via their LP appointed account manager at any time during the MSH Term. All unused MSH expire at the end of the MSH Term unless otherwise agreed to in writing by the parties.
1.4. MSH Included Services:
1.4.1. User Experience “UX” Site design support and consultation. 1.4.2. Site administration services and maintenance tasks, such as uploading and editing of user accounts, enrollments, course updates and course configuration. 1.4.3. Custom code maintenance – minor improvements and updates to LP code from completed custom projects. 1.4.4. Instructional design and course design consultations. However, such MSH shall not be used for full course builds or major course redesigns; such projects require custom scoping. 1.4.5. Virtual training: Personal online training session targeted to specific areas requested by Client. Requires planning call and prep hours beyond just training session time that will be deducted from the MSH block.

1.4.6. General learning solution consultation. However, any consult requests that require more than a two (2) hour meeting session, or in-person visits need to be scoped and addressed through a Scoped Project and billed under a separate Work Order.

1.5. Services not included: Unless expressly set forth in a Work Order, MSH may not be used for
1.5.1. Services outside of Normal Business Hours (as defined in the Support Services Policy). 1.5.2. Support of Client’s end user. 1.5.3. Projects that require custom scoping.

2. Fixed Scoped Projects

2.1. Fixed Scoped Projects have preset milestones established by LP in the product descriptions.
2.2. Fixed Scoped Projects are available for design, development, training or consultations needs.
2.3. Change Orders are not allowed for Fixed Scope Projects.

3. Custom Scoped Projects

3.1. Custom Scoped Projects have custom milestones and deliverables, set out in a Work Order.
3.2. Client may request changes to the scope during a project as described in a Work Order; however, LP has sole discretion over whether to consent to such requested changes. If the change affects the cost or time involved in performing the project, then LP may condition consent to the change upon an adjustment to the price, expected completion date, or other terms that LP deems impacted by the requested change. Any such changes and price adjustments must be set forth in a writing signed by both Parties that refers to the appropriate Solutions Agreement (a “Change Order”). Client shall pay any amounts due under a Change Order within 30 days after receipt of an invoice.

4. Acceptance and Rejection LP expressly reserves the right, at its discretion, to pursue any remedies for breach of this Policy that it believes are warranted which may include, but are not limited to, the issuance of written or verbal warnings, filtering, blocking, suspending, or terminating accounts, billing Client for administrative costs and/or reactivation charges or bringing legal action to enjoin violations and/or to collect damages, if any, caused by Client or Client’s personnel or Client’s users’ violations.

4.1. Acceptance Period. Client will have fifteen calendar days following the date of delivery to assess the Services. Absent written notice of rejection of the Services delivered by Client to LP within said fifteen days, the Services shall be deemed to be accepted and LP shall be deemed to have fulfilled its obligations. 4.1. Rejection. Client shall detail in writing its grounds for any rejection of the Services. To the extent that said rejection is predicated on LP’s failure to comply with the specification set out in the Work Order or product description (the “Specification”), LP shall use commercially reasonable efforts to correct the Services and the process of acceptance set forth in section 4.1 shall restart. LP shall have no obligation to correct the Services unless LP has failed to comply with the Specification.

5. Fees

5.1. MSH
5.1.1. MSH are sold in prepaid blocks of time with fees due at time of signing. 5.1.2. Time Tracking and Billing. LP shall track hours worked. Hours incurred shall be deducted from the prepaid MSH block.
5.2. Milestone Projects
5.2.1. When payment milestones are utilized in a Custom Scoped project, the project will include a time-of-signing milestone and final acceptance milestone, along with any other payment milestones established and agreed upon based on the length and nature of the project. 5.2.2. When payment milestones are utilized in a Custom Scoped project, the project will include a time- of- signing milestone and final acceptance milestone, along with any other payment milestones established and agreed upon based on the length and nature of the project. 5.2.3. LP shall not exceed the scope or fees, as they are set forth in a product description or a Work Order. Additional requests in excess of the milestone-based Fixed Scoped Project will require either (A) a Custom Scoped Project; or (B) the purchase and use of MSH, depending on the nature of the request.

5.3. Time and Material Based Projects 5.3.1. Time Tracking and Billing. LP shall track hours worked. Hours billed shall be deducted from the Initial Retainer Payment. During the calendar month in which the Initial Retainer Payment is exhausted, and each month thereafter during which LP personnel perform work pursuant to the terms of a Work Order, LP will invoice Client for all LP hours billed in excess of those covered by the Initial Retainer Payment.
5.4. Additional Fees and Expenses. LP shall not exceed the Total set forth in a Work Order’s Budget without the prior written consent of Client. Additional time in excess of the Work Order’s Budget and approved by Client will be billed monthly at rates set forth in the Solutions Agreement.

6. Ownership

6.1. Rights in Custom Software. Any custom software developed pursuant to a Work Order under a GPL licensed or other free software licensed application will retain the same free software license conditions, and be considered open source. Client shall own all right, title and interest in and to any non-GPL, or other non-open source, non-public licensed project deliverables; specifically, upon acceptance and payment of all compensation due to LP, LP shall assign to Client all of LP’s right, title, and interest in the custom software, except to the extent that the custom software embodies LP’s Software or Materials. 6.2. License. LP grants Client a limited, non-transferable, non-sublicenseable, non-exclusive license to LP’s Software and Materials during the term of the Master Agreement and solely for Client’s utilization of any custom software developed pursuant to a Work Order. Client grants LP a limited, non-transferable, non-sublicenseable, non-exclusive license to any custom software developed pursuant to a Work Order, and any non-confidential intellectual property of Client that relates to the custom software, solely for the purpose of advertising, marketing and promoting LP’s services.

7. Third Party Intellectual Property

7.1. Client is solely responsible for obtaining any necessary permission to use all content supplied to LP by Client. Client shall hold LP harmless against all claims arising from any use of said content in relation to a Work Order. Client represents and warrants to the best of the Client’s knowledge and belief that said content does not and will not infringe any patent, copyright, trademark, trade secret or other proprietary right of any person.

Learning Pool provides Managed Services in two ways: (A) Managed Services Hours (“MSH”) sold in prepaid blocks of hours; and (B) Scoped Projects that require an Initial Retainer Payment. “Fixed Scoped” projects have predefined deliverables and milestones; change orders are not allowed. “Custom Scoped” projects are defined in a Work Order.