WeBWorK Hosting Service Agreement

This WeBWorK Hosting Service Agreement (“Agreement”) is entered into on {{EFFECTIVE_DATE}} (the “Effective Date”) by and between:

Rationarium Inc., a corporation with its principal office at 131 Fairfax Dr, Massapequa, NY 11758 (“Supplier”), and

{{CUSTOMER_LEGAL_NAME}}, with its principal office at {{CUSTOMER_ADDRESS}} (“Customer”).

Supplier and Customer are each a “Party” and collectively the “Parties.”

Recitals

WHEREAS, Supplier operates infrastructure for hosting the WeBWorK open-source mathematics assessment platform and makes this infrastructure available to educational institutions as a subscription service;

WHEREAS, Customer wishes to use Supplier’s services in Customer’s educational operations; and

WHEREAS, Supplier agrees to provide the services described below subject to the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows.

1. Definitions

“Services” means the subscription hosting services provided by Supplier to Customer under this Agreement, accessible at {{CUSTOMER_SERVICE_URL}}.

“Documentation” means the documents made available by Supplier describing how to use the Services, accessible at {{CUSTOMER_DOCUMENTATION_URL}}.

“Support Services” means the support provided by Supplier in connection with the Services, as described in Section 6.

“Authorized Users” means individuals authorized by Customer to use the Services, including instructors, students, and administrative staff of Customer.

“Customer Data” means data submitted to the Services by Customer or Authorized Users, and data generated by the Services as a result of such use.

“Normal Business Hours” means 9:00 AM to 5:00 PM Eastern Time, Monday through Friday, excluding U.S. federal holidays.

“Software” means the WeBWorK open-source application and associated components hosted by Supplier under this Agreement.

“Virus” means any software, file, code, or program intended to impair, interfere with, or gain unauthorized access to the Services.

2. User Subscription Terms

2.1 Supplier grants Customer a non-transferable, non-exclusive right to permit Authorized Users to access and use the Services and Documentation during the Subscription Term for Customer’s internal educational operations.

2.2 Customer agrees that Authorized Users shall not transmit or distribute through the Services any material that:

(a) infringes copyright or other intellectual property rights; (b) contains a Virus; (c) is harmful, threatening, obscene, harassing, discriminatory, or illegal under applicable law; or (d) constitutes a direct encouragement to harm a person or property.

2.3 Supplier reserves the right to suspend or disable Customer access to any material that violates Section 2.2. Supplier will notify Customer of any such action and cooperate with Customer to address the underlying issue.

3. Fees and Subscription Term

3.1 Subscription Fees. Subscription fees are {{SUBSCRIPTION_FEE}} per year for standard service supporting up to {{STANDARD_CONCURRENCY}} simultaneous users, including LMS integration.

3.2 Tier Upgrade. Customer may upgrade to a higher-capacity service tier supporting up to {{UPGRADE_CONCURRENCY}} simultaneous users at an annual fee of {{UPGRADE_FEE}}. Upgrade requests must be made in writing and take effect upon Supplier acknowledgement. Upon upgrade, Customer will be invoiced the difference between the upgraded tier’s annual fee and the current tier’s annual fee, prorated for the days remaining in the then-current Subscription Term. Subsequent renewals will bill at the upgraded tier’s annual rate unless Customer elects to downgrade with at least thirty (30) days written notice before renewal.

3.3 One-Time Setup Fees. A one-time fee of {{SETUP_FEE}} is charged for initial LMS integration configuration.

3.4 Invoicing and Payment. Supplier will invoice Customer on a recurring annual basis. Payment is due within sixty (60) days of invoice date (Net 60) by bank transfer or check. Overdue amounts accrue a late fee of fifty dollars ($50) per month, provided Supplier has given Customer notice of the overdue balance before assessing the fee.

3.5 Subscription Term. The initial Subscription Term begins on the Effective Date and expires on {{INITIAL_EXPIRATION_DATE}}. Thereafter the Agreement renews automatically on an annual basis unless terminated under Section 8.

4. Customer Data

4.1 Customer represents that Customer Data will not violate intellectual property rights, applicable law, or the terms of this Agreement.

4.2 Supplier will maintain nightly encrypted backups of Customer Data and retain them for seven (7) days on a rolling basis, sufficient to restore service to the most recent nightly capture in the event of data loss.

4.3 Supplier is not responsible for data loss resulting from Customer or Authorized User misuse, nor from force-majeure events (including natural disaster, widespread power failure, and third-party infrastructure failure beyond Supplier’s reasonable control), provided that Supplier exercises its obligations under Section 7.

4.4 Upon termination of this Agreement, Supplier will make a full export of Customer Data available to Customer and will delete Customer Data from active systems within thirty (30) days of termination and from backups as they age out of the retention window.

5. Privacy, FERPA, and Data Protection

5.1 Privacy Policy. Supplier’s handling of personal data is governed by its Privacy Policy, available at https://www.rationarium.org/privacy-policy, as updated from time to time in accordance with Supplier’s notification commitments.

5.2 FERPA. Supplier acknowledges that Customer Data may include “education records” as defined by the Family Educational Rights and Privacy Act (20 U.S.C. § 1232g). Supplier acts as a “school official” under 34 CFR § 99.31(a)(1)(i)(B) performing a service for which Customer would otherwise use its own employees, under Customer’s direct control, using education records only for the authorized purpose and not redisclosing them. Supplier will execute a customer-specific FERPA data-use agreement upon Customer request.

5.3 Sub-Processors. Supplier uses DigitalOcean LLC as its sole infrastructure sub-processor. Supplier will notify Customer at least thirty (30) days before adding any new sub-processor.

5.4 Security. Supplier maintains administrative, technical, and physical safeguards consistent with its published Information Security Policy. Customer Data is hosted in the United States (DigitalOcean nyc3 region).

6. Support Services

6.1 Supplier will provide a help desk during Normal Business Hours. Supplier will make commercially reasonable efforts to respond to support requests promptly and in priority order.

6.2 Supplier may suspend Support Services if Customer payments are overdue by more than thirty (30) days, but not before fifteen (15) days have elapsed since Supplier delivered notice of the overdue payment.

7. Service Levels and Incident Response

7.1 Availability Target. Supplier targets 99.5% monthly availability for Customer’s WeBWorK instance, excluding scheduled maintenance windows communicated to Customer in advance.

7.2 Incident Notification. In the event of a security incident, confirmed data breach, or unplanned outage exceeding thirty (30) minutes, Supplier will notify Customer’s designated administrative contact(s) in accordance with Supplier’s published Incident Notification Policy, including:

(a) initial notification within four (4) hours of confirmation for security incidents; (b) daily updates until resolution; and (c) a written post-incident report within five (5) business days of resolution.

7.3 Status Page. Ongoing incidents are posted to https://status.rationarium.org.

8. Term and Termination

8.1 Either Party may terminate this Agreement for convenience by giving the other Party at least thirty (30) days written notice, effective at the end of the then-current Subscription Term or such later date as the notifying Party specifies.

8.2 Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches the Agreement and fails to cure the breach within thirty (30) days of receiving written notice of the breach.

8.3 Either Party may terminate this Agreement immediately if the other Party is dissolved, becomes insolvent, or ceases to conduct business.

8.4 Upon termination, Section 4.4 (Customer Data export and deletion) applies.

9. Limitation of Liability

9.1 Nothing in this Agreement limits either Party’s liability for:

(a) personal injury or death caused by negligence; (b) fraudulent misrepresentation; or (c) any liability that cannot be excluded by applicable law.

9.2 Except for liabilities described in Section 9.1, neither Party is liable to the other for loss of profits, loss of business opportunity, loss of anticipated savings, or indirect or consequential damages.

10. Proprietary Rights

No term in this Agreement transfers or assigns intellectual property rights between the Parties. WeBWorK is open-source software licensed under its respective open-source license. Supplier’s contributions to Customer’s instance (configuration, operational tooling) remain Supplier’s property. Customer retains all rights in Customer Data and in any course content, problem sets, and educational materials that Customer creates or uploads.

11. General Terms

11.1 No Waiver. A failure to enforce any provision of this Agreement is not a waiver of that provision.

11.2 Severability. If any provision is held unlawful or unenforceable, the remaining provisions continue in full force and effect.

11.3 Entire Agreement. This Agreement, together with Supplier’s Privacy Policy, Information Security Policy, Disaster Recovery Plan, Change Management Policy, and Incident Notification Policy — each incorporated by reference — and any customer-specific addenda executed by both Parties, constitutes the entire agreement between the Parties and supersedes all prior agreements, whether written or oral.

11.4 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of New York, without regard to conflict-of-laws principles. The Parties agree that the state and federal courts located in Nassau County, New York have exclusive jurisdiction over any dispute arising out of this Agreement, except where the Customer is a public institution whose governing state law requires otherwise, in which case the Parties agree to negotiate governing law and venue in good faith prior to execution.

12. Signatures

{{CUSTOMER_LEGAL_NAME}}Rationarium Inc.
__________________________________________________
Name: {{CUSTOMER_SIGNATORY}}K. Andrew Parker
Title: {{CUSTOMER_TITLE}}Title: Chief Executive Officer
Date: ___________Date: ___________

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