This Public Sector Addendum (the “Addendum”) is entered into between Vault AI Systems (“Vault”) and the public entity identified on the applicable order (“Customer”), and modifies the Vault AI Systems Support Services Terms and Conditions (the “Terms”). It applies only where Customer is a Public Entity.
Except as expressly modified here, the Terms remain in full force and effect. In the event of conflict between this Addendum and the Terms, this Addendum controls.
This Addendum is not accepted through the online checkout. A public entity accepts by executing this Addendum together with its Procurement Document. Contact hello@vaultaisystems.com to request an execution copy.
Definitions
1.1 “Public Entity” means a public school district, charter school, public college or university, county, city, township, special district, state agency, or other unit of state or local government, or a federally recognized tribal government, in each case in the United States.
1.2 “Procurement Document” means a purchase order, requisition, solicitation response, contract award document or similar instrument issued by Customer in accordance with its procurement rules.
1.3 “Fiscal Year” means Customer’s fiscal year as established by applicable law or by Customer’s governing body.
1.4 Capitalized terms not defined in this Addendum have the meanings given in the Terms.
Order of precedence and procurement documents
2.1 Modification of Section 20.2. Section 20.2 of the Terms is modified as applied to Customer. Vault will accept Customer’s Procurement Document as the ordering vehicle for the services. Administrative provisions of a Procurement Document, including invoicing instructions, billing references, delivery addresses, contract numbers and reporting formats, are given effect.
2.2 Substantive terms. Terms and conditions printed on or incorporated by reference into a Procurement Document that purport to alter the substantive rights or obligations of the parties are not binding on Vault unless they are (a) required by applicable law or by Customer’s binding procurement regulation, and (b) identified to Vault in writing before Vault accepts the order. Vault’s acknowledgment of, invoicing against, or performance under a Procurement Document is not acceptance of any such term.
2.3 Order of precedence. The order of precedence is: this Addendum, then the Terms, then the plan description, then the administrative provisions of the Procurement Document.
Non appropriation of funds
3.1 Appropriation dependency. Customer’s payment obligations beyond the current Fiscal Year are subject to appropriation of funds by Customer’s governing body. Nothing in the Agreement constitutes a debt or obligation of Customer in excess of amounts lawfully appropriated for the then current Fiscal Year, or an obligation to appropriate funds in any future Fiscal Year.
3.2 Non appropriation. If funds are not appropriated or are withdrawn, reduced or limited such that Customer cannot lawfully continue payment, Customer may terminate the affected Support Period at the end of the last period for which funds were appropriated, on not less than thirty days written notice to Vault, without further liability except for amounts due for services provided through the termination date.
3.3 Good faith. Customer will use reasonable efforts to obtain appropriation, will not use non appropriation as a substitute for termination for convenience where funds are in fact available, and will give Vault prompt notice as soon as a funding shortfall is reasonably anticipated.
3.4 Effect. On termination for non appropriation, coverage ends, Vault has no further obligation to deliver Update Packages or other services, and Section 3.6 of the Terms governs any later reinstatement. Vault will refund the pro rata portion of any prepaid fees attributable to the period after the termination date.
Term and renewal
4.1 No automatic renewal. Consistent with Section 3.2 of the Terms, the Agreement does not renew automatically and contains no evergreen provision. Each renewal requires an affirmative action by Customer, in the form of a new Procurement Document or an executed renewal order.
4.2 Renewal notice. Vault will provide a renewal notice and quotation at least ninety days before the end of the current Support Period, in recognition of Customer’s budget and board approval cycles.
4.3 Multi year terms. The parties may agree to a multi year Support Period, which remains subject to Section 3 of this Addendum in each Fiscal Year.
Payment terms
5.1 Net terms. Notwithstanding Section 4.2 of the Terms, undisputed invoices are payable within thirty days of receipt of a proper invoice, or within the period required by the prompt payment statute applicable to Customer, whichever is longer.
5.2 Proper invoice. Vault will submit invoices containing the information reasonably required by Customer, including the Procurement Document number. Customer will notify Vault of any deficiency within ten business days of receipt.
5.3 Interest and collection. Section 4.3 of the Terms is modified so that interest on late payment accrues only at the rate provided by the prompt payment statute applicable to Customer, or if none applies, at one percent per month. Customer is not liable for collection costs or attorneys’ fees except as permitted by applicable law.
5.4 Suspension. Vault may suspend services for non payment only after providing thirty days written notice and an opportunity to cure, and will not suspend where the amount is subject to a good faith dispute of which Vault has received written notice.
5.5 Payment method. Customer may pay by check, ACH or warrant. The requirement to keep a payment card on file does not apply to Customer.
Termination for convenience by Customer
6.1 Right to terminate. In addition to Section 3.3 of the Terms, Customer may terminate the Agreement for convenience on sixty days written notice where required by its procurement regulation.
6.2 Effect. On termination under this Section, Vault will be paid for all services provided through the effective date, and will refund the pro rata portion of prepaid fees attributable to the period after that date. Neither party has further liability, except for provisions that survive under Section 3.5 of the Terms.
Indemnification
7.1 Limitation on Customer indemnity. Section 16.1 of the Terms applies to Customer only to the extent permitted by applicable law and by Customer’s constitution, statutes and regulations, and only to the extent of funds lawfully available and appropriated. Nothing in the Agreement requires Customer to indemnify Vault beyond that authority, to waive any limitation on liability provided by law, or to indemnify Vault against Vault’s own negligence or willful misconduct.
7.2 Responsibility in lieu of indemnity. Where Customer lacks legal authority to indemnify, each party is instead responsible for the acts and omissions of itself and its own personnel, and for any resulting liability, to the extent provided by applicable law.
7.3 Vault indemnity preserved. Vault’s intellectual property indemnity under Sections 16.2 through 16.6 of the Terms applies in full for Customer’s benefit, subject to the exclusions and the liability cap stated there.
7.4 Immunity preserved. Nothing in the Agreement waives, limits or is intended to waive any sovereign, governmental, official or statutory immunity available to Customer, or any statutory limit on Customer’s liability. Nothing in the Agreement extends any such immunity to Vault.
Governing law, venue and dispute resolution
8.1 Governing law. Section 19.1 of the Terms is modified as follows. If Customer is legally prohibited from agreeing to the law of another state, the Agreement is governed by the laws of the state in which Customer is organized, excluding its conflict of laws rules. Otherwise, Minnesota law applies as stated in the Terms.
8.2 Arbitration. Sections 19.3 and 19.4 of the Terms do not apply to the extent Customer is prohibited by applicable law from agreeing to binding arbitration or to a waiver of class or representative proceedings. Where arbitration does not apply, disputes will be resolved in a court of competent jurisdiction in the jurisdiction where Customer is located, and the parties will first comply with the informal resolution process in Section 19.2 of the Terms.
8.3 Jury waiver. Section 19.5 of the Terms applies only to the extent permitted by applicable law.
8.4 Fees. Section 19.7 of the Terms does not apply to Customer. Each party bears its own costs and attorneys’ fees except as required by applicable law.
8.5 Preserved. The limitation of liability in Section 15 of the Terms, the warranty disclaimer in Section 14, the compliance allocation in Section 10, and the exclusions in Section 6 remain in full force and are not modified by this Addendum.
Public records and confidentiality
9.1 Public records law. Customer is subject to public records, open records or freedom of information law. Section 11 of the Terms is modified so that Customer’s confidentiality obligations are subject to its obligations under that law, and disclosure required by it is not a breach.
9.2 Marking and notice. Vault will conspicuously mark materials it considers trade secret or confidential commercial information. Where permitted by applicable law, Customer will notify Vault before disclosing marked materials in response to a public records request, and will provide Vault a reasonable opportunity to seek a protective order or otherwise oppose disclosure at Vault’s expense. Customer has no obligation to litigate or to withhold records beyond what applicable law permits.
9.3 Pricing. Customer may disclose contract pricing and the fact of the award to the extent required by applicable law.
Student data and educational institutions
This Section applies where Customer is a school district, charter school, or other educational agency or institution subject to the Family Educational Rights and Privacy Act or comparable state student privacy law.
10.1 Data remains with Customer. Education records and student data placed on the Server remain on Customer’s premises, in Customer’s possession and under Customer’s control. Vault does not receive, collect, store, transmit or maintain education records or student data on Customer’s behalf, and does not use any student data for any purpose.
10.2 No persistent access. Vault maintains no persistent access to the Server. Any remote assistance is initiated, supervised and terminated by Customer. All services are delivered remotely, except hardware technician dispatch under the Vault Command plan. Customer is responsible for ensuring that education records are not exposed to Vault personnel during any support, remote assistance or technician visit, and for supervising any such session in accordance with its own policies.
10.3 School official designation. The parties do not intend for Vault to be designated a school official with a legitimate educational interest in education records, because Vault does not receive education records. If Customer’s policy nonetheless requires such a designation for an on premises vendor, Vault will cooperate in documenting the limited nature of its role, provided Customer does not thereby require Vault to assume obligations inconsistent with Section 10.1.
10.4 Student data privacy agreements. Vault will consider in good faith a student data privacy agreement required by Customer’s state law, but is not obligated to execute any instrument that characterizes Vault as a processor, operator, controller or custodian of student data, that imposes breach notification obligations for data Vault does not hold, or that conflicts with the Terms. Vault will instead provide documentation describing the on premises architecture and data handling for Customer’s records.
10.5 Documentation. Vault will provide, at Customer’s request, system architecture and data flow documentation and configuration attestations suitable for inclusion in Customer’s own compliance and privacy program, consistent with Section 10 of the Terms.
Protected health information
11.1 No business associate agreement. Section 10.4 of the Terms applies without modification. Vault does not enter into business associate agreements and does not act as a business associate under HIPAA. A Public Entity that operates a covered health care component and requires a signed business associate agreement from its vendors should not place protected health information on the Server.
Insurance
12.1 Coverage. Vault will maintain, at its own expense and with insurers reasonably acceptable to Customer, commercial general liability, workers’ compensation as required by law, professional liability or technology errors and omissions, and cyber liability coverage, each in amounts customary for a business of Vault’s size and industry.
12.2 Certificates. Vault will provide certificates of insurance on request and will name Customer as an additional insured on the commercial general liability policy where required by Customer’s procurement regulation and where commercially available.
12.3 Not a limitation. The insurance required by this Section does not limit, expand or otherwise affect the limitation of liability in Section 15 of the Terms.
Certifications and compliance
13.1 Eligibility. Vault certifies that it is not presently debarred, suspended, proposed for debarment or declared ineligible for the award of contracts by any federal, state or local governmental agency.
13.2 Non discrimination. Vault will comply with applicable federal and state non discrimination and equal employment opportunity requirements.
13.3 Work authorization. Vault will comply with applicable work authorization and employment eligibility verification requirements.
13.4 Ethics and gratuities. Vault has not offered and will not offer any gratuity, gift or thing of value to any officer, employee or agent of Customer in connection with the award or performance of the Agreement, and represents that no conflict of interest exists.
13.5 Additional certifications. Vault will execute additional certifications required by applicable law and identified to Vault in writing before order acceptance, provided they do not alter the substantive rights or obligations of the parties.
Accessibility
14.1 Statement. Vault will provide, on request, its current accessibility conformance documentation for Vault supplied user interfaces. Vault does not warrant conformance with any particular accessibility standard, and Customer is responsible for evaluating accessibility for its own use case and user population.
14.2 Remediation. Where Customer identifies a material accessibility barrier in a Vault supplied interface, Vault will work with Customer in good faith to identify a reasonable accommodation or workaround. This Section does not create a warranty or a service level commitment.
Records and audit
15.1 Retention. Vault will retain records supporting amounts invoiced under the Agreement for the period required by applicable law, or three years after final payment, whichever is longer.
15.2 Audit scope. On reasonable advance written notice and during normal business hours, Customer or its authorized auditor may examine Vault’s records solely to the extent necessary to verify amounts invoiced under the Agreement. Audit rights do not extend to Vault’s cost structure, personnel records, other customers, source code, model weights, or any other proprietary information, and are limited to once in any twelve month period.
Assignment and cooperative purchasing
16.1 Assignment. Section 20.3 of the Terms is modified so that Vault’s assignment to an affiliate or in connection with a merger, financing, reorganization or sale of assets requires prior written notice to Customer, and Customer’s consent where required by applicable law, such consent not to be unreasonably withheld or delayed.
16.2 Cooperative purchasing. At Vault’s discretion, and where permitted by applicable law, other Public Entities may purchase on the terms of the Agreement by issuing their own Procurement Document and executing this Addendum. Customer has no liability for another Public Entity’s obligations, and Vault is not obligated to extend pricing indefinitely.
Publicity
17.1 Modification. Section 20.10 of the Terms is modified so that Vault will obtain Customer’s prior written consent before using Customer’s name, logo or seal in marketing materials, other than in a factual list of customers where disclosure of the award is already a matter of public record.
Notices
18.1 Addresses. Notices to Customer will be sent to the contract administrator identified on the Procurement Document, with a copy to Customer’s legal or business office where an address is provided. Notices to Vault will be sent to the address stated on the order.
Entire agreement
19.1 Effect. This Addendum, the Terms, the plan description and the applicable Procurement Document constitute the entire agreement between the parties for support services and supersede all prior proposals and communications. This Addendum may be amended only by a writing signed by authorized representatives of both parties.
This Addendum requires signature by authorized representatives of both Vault AI Systems and the Public Entity, together with the Procurement Document number. Contact hello@vaultaisystems.com to request an execution copy.