24-25%20RCS%20CKH%20DBD%20Renewal%20(Part%20A)%20Contract.pdf

Parent document: Regular Board Meeting - 5_30 p.m.-02-20-2024.pdf

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SN CAPTURING KIDS' HEARTS > SERVICE AGREEMENT
CAPTURE /fearts. IMPACT Culture. SEE Change.

Created by: Prepared for:
Lacy Bruner Amy Smith
Capturing Kids' Hearts Randolph County Schools

Date: February 14, 2024


SERVICE AGREEMENT

Randolph County Schools ('Client" or "you")
AO Eleventh Street
Elkins, West Virginia 26241

Thank you for selecting The Flippen Group, LLC, dba Capturing Kids’ Hearts (“CKH” or “we”) to serve your organization. Our
goal is to provide you with products and services that will both motivate and empower your organization to advance to a new
level of success. Please take a moment to review the information below, and then sign and return this form to confirm this
Master Services Agreement (“Agreement”). We look forward to serving you.

Section 1: Our Commitment

The Agreement itself is between CKH and you, the above-identified Client, although most of the benefits of this Agreement
are available to many of your representatives/participants as well. Once accepted by you, this Agreement governs our
relationship with regard to all of the “Products and Services” as defined in this Agreement, or that may later be mutually
agreed upon between the parties with reference to this Agreement; many if not all of which involve training events to be
conducted by CKH’s representatives (“Consultants” or “Strategists”). In addition, this Agreement together with the Terms of
Use associated with our “Websites” governs our relationship over the numerous resources and products that are and will be
made available to you during the “Term” of this Agreement (collectively, “Resources”). Once your acceptance of this
Agreement is confirmed, the pricing applicable to you for all such Products and Services and for your access to many of the
Resources (“Access”) become enforceable.

Capturing Kids' Hearts, 1199 Haywood Drive, College Station, TX 77845
800.316.4311 www.CapturingKidsHearts.org


SERVICE AGREEMENT

Section 2: Products and Services

Leadership Solutions Proposed Timeline Quantity Solutions CKH Travel
Price Foundation

Keynote, Flip Flippen August 13th, 2024
Keynote with Flip Flippen as speaker

$10,250.00 -$10,250.00 $0.00

$4,000.00 $0.00 $0.00

Capturing Kids' Hearts, 1199 Haywood Drive, College Station, TX 77845

CKH Campus Premium 2024-2025

A campus-specific subscription that School Year
provides comprehensive ongoing support

to leaders and staff who have completed

Capturing Kids' Hearts® 1 Training

Capturing Kids' Hearts® Recharged-- | August 13th, 2024 1 $45,500.00 $0.00 $2,500.00
LIVE

A half-day “Auditorium Style” experience

for multiple campuses within a district to

celebrate, engage, and reconnect staff to

core Capturing Kids' Hearts® concepts.

*Prerequisite: Capturing Kids' Hearts® 1

Training (at least 80% of participants have

attended Capturing Kids' Hearts® 1

Training).

800.316.4311 www.CapturingKidsHearts.org

Solutions
Subtotal

$48,000.00

$0.00

$52,000.00



SERVICE AGREEMENT

CKH District Premium 2024-2025 1 $10,000.00 $0.00 $0.00 $10,000.00
Equips a district leadership team with the School Year

support to implement the Capturing Kids’

Hearts® Process with great fidelity across

the district

Includes access to a strategist, district-

wide reporting, recurring leadership team

huddles, one-day district traction visit, and

great resources to support implementation

Grand Total $110,000.00

Capturing Kids' Hearts, 1199 Haywood Drive, College Station, TX 77845
800.316.4311 www.CapturingKidsHearts.org


SERVICE AGREEMENT

ADDITIONAL CHARGES (where applicable):

DISCOUNTS:
Discount made possible due to generous donors and the Capturing Kids' Hearts Foundation.

TRAVEL EXPENSES:

Travel expenses for each training event or other service provided by CKH under this Agreement will be itemized on

invoices and are included in the total amounts itemized under this Agreement. Unless otherwise agreed in advance, such
travel expenses inside the Continental United States will be billed at the rate of $1,250.00 for one-day events, $1,900.00 for
two-day events, and $2,250.00 for three-day events (per Consultant). Each additional consecutive day for durations in excess
of three days will be billed at $350.00 per day (per Consultant).

FACILITY EXPENSES:

Client (at a minimum) will be responsible for securing facilities/meeting space with adequate square footage, comfortable
seating, and light refreshments for all attendees for any training event. Facilities and all related costs will be at Client's
expense.

Section 3: Investment

AGREEMENT:

By entering this Agreement, you agree to engage CKH as your provider for our Resources and all the Products and Services
as outlined in the accompanying Products and Services section or that may later be mutually agreed between the parties
with reference to this Agreement, each of which is incorporated into this Agreement in its entirety by this reference.

Until accepted by you this Agreement and its rates and other pricing terms are non-binding and will expire in 14 calendar
days following February 14, 2024. To accept and receive the benefits of this Agreement, your signature and acceptance can
only be confirmed by CKH upon our receipt of the signed return of this Agreement on or before, February 28, 2024.

PAYMENT TERMS:

The fees for each of the Products and Services and for your Access to Resources shall be determined based on the
applicable Products and Services section as well as the other terms of this Agreement. In the case of Products and Services
involving scheduled events, the fees (including travel, if applicable) will be billed when the corresponding Products and
Services are provided or rendered.

Subscription(s) services shall commence upon the signing of this agreement or June 1, 2024 for the 2024-2025 school
year(s) (whichever occurs later) through May 31, 2025. Unless terminated in writing, subscription service(s) will
automatically renew on June 1st annually at current rates. Should subscription costs increase by more than 20% over this
agreement, the Client will be given 60 days’ notice of the rate increase.

Purchase Orders for each scheduled item that is part of the Products and Services section, must be submitted to CKH at
least 45 days prior to the scheduled event.

Invoices are due upon receipt. Please make all checks payable to Capturing Kids’ Hearts.

SURCHARGES & TAXES:

For Products or Services sold or accessed or Services performed in jurisdictions where taxes, including sales tax, apply to
the corresponding transactions under this Agreement, Client shall be responsible for payment of such taxes or for
reimbursement of the payment of such taxes when they are paid by or for CKH.

Capturing Kids' Hearts, 1199 Haywood Drive, College Station, TX 77845
800.316.4311 www.CapturingKidsHearts.org


SERVICE AGREEMENT

Section 4: Policies

SCHEDULING:
CKH will need someone designated in Client organization to work with on scheduling and event planning needs.

CKH will contact you upon confirmed signing of this Agreement to begin setting up dates for Products and Services to be
rendered on the applicable Products and Services section.

Confirmation of all scheduled dates of service will be made via email and is subject to cancellation terms as listed in this
Agreement.

CKH may need to communicate with the Client's members/Participant(s) via e-mail to communicate pertinent details about
events or products they are attending/experiencing. These e-mail addresses are not shared with any third-party
organizations and are only used for the events they are attending. These email addresses are NOT used for soliciting
purposes.

FACILITIES/EVENT SET-UP:

You and CKH will mutually agree upon the location of any event as part of the Products and Services section, which should
be resolved at least 30 days prior to a scheduled service. CKH will provide event-specific details for any scheduled service
(including square footage requirements, AV needs, schedule, and other logistics to be coordinated). Should any of those
details need to be altered, prior approval by CKH would be needed.

RECORDING/MEDIA:
Video and/or audio taping of events is strictly prohibited without prior written approval by CKH.
Media representatives are not allowed to attend events without prior written approval by CKH.

DEPOSITS and CANCELLATIONS:

* No deposit is required.

*  CKH requires a cancellation notice of 90 days prior to any scheduled date of service. A cancellation notice received
inside the 90-day window will result in the full contractual fee being assessed as of the date of cancellation. To the
extent not offset by duplicate expenses incurred by CKH, the fee charged for such cancellation may be credited to
the event once that event is rescheduled, although any amounts paid for Products or Services that are unused by
your organization within the 12 months following the date of signature of this Agreement will be forfeited.

* Travel expenses that CKH has incurred and that must be cancelled because of the Client rescheduling or cancelling
a product(s) or service(s) without at least two weeks’ advance notice may result in extra charges to the Client.

+ Inthe event an assigned CKH Consultant/Strategist is subject to illness, travel delay, or unavoidable emergencies,
the event can be rescheduled/restructured/reassigned.

* Force Majeure: Except with regard to payment obligations, neither party shall be liable to the other for any failure or
delay in performing its obligations under this Agreement where such failure or delay is as a result of Acts of God
(including fire, flood, earthquake, storm, hurricane or other natural disasters), pandemics, epidemics, war, invasion,
act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military
or usurped power or confiscation, terrorist activities, government sanction, blockage, embargo, labor dispute, strike,
lockout or interruption or failure of electricity or telephone service, and no other Party will have a right to terminate
this Agreement in such circumstances. Any Party asserting Force Majeure as an excuse shall have the burden of
proving that reasonable steps were taken (under the circumstances) to minimize delay or damages caused by
foreseeable events, that all non-excused obligations were substantially fulfilled, and that the other Party was timely
notified of the likelihood or actual occurrence which would justify such an assertion so that other prudent
precautions could be contemplated.

RESOURCES:

Capturing Kids' Hearts, 1199 Haywood Drive, College Station, TX 77845
800.316.4311 www.CapturingKidsHearts.org


SERVICE AGREEMENT

During the course of providing the Products and Services, participants will be provided with various Resources, some of
which shall be distributed by hand or by email to participants during or in preparation or follow-up to particular events, and
others of which shall be accessed through websites operated by CKH (“Websites”). For the purpose of accessing some or all
of the Resources used during our provision of the Products and Services, you will be required to create an account through
one or more of the Websites. In the process, you will be required to accept the Terms of Use for the Websites, which will
govern your rights and obligations with respect to the content accessed through those Websites, to the extent such Terms of
Use are consistent with this Agreement.

Section 5: Intellectual Property

COPYRIGHTS & TECHNOLOGY RIGHTS

CKH’s intellectual property is a crucial part of providing training materials and consulting services to its clients, and CKH
could not continue its work if its clients did not honor and respect CKH’s intellectual property rights. All copyrights and other
forms of intellectual property protection pertaining to the Resources, including without limitation all content and
functionality on or of the Websites, as well as all text, graphics, images, logos, icons, audio, video, tables, algorithms,
analytics, reports, and dynamic content associated with the Resources, whether prearranged or created or modified during
the course of providing the Products and Services, as well as the selection, arrangement and "look and feel" of all the
foregoing, (excluding personal data belonging to you or your authorized users) are the exclusive property of CKH or its
licensors. None of our work or work product is done on a “work for hire” basis, and all our material and work product is
owned exclusively by CKH and is subject to one or more of the following: copyright, trademark, patent, license, or trade
secret. Intellectual property and learning/know-how that may be developed while working with any client shall remain the
property of CKH. By entering into this Agreement, you are expressly acknowledging and agreeing to the matters set forth in
this paragraph and you are agreeing that none of the training materials, notebooks, videos, presentations, processes or
concepts may be used by you, for any purpose, without the express advance written consent of CKH. All textual, dramatic,
audio, and/or visual Resources are protected by U.S. and international copyright laws. All rights not expressly granted are
reserved.

TRADEMARKS:

The trademarks, service marks, designs, and logos displayed on or in conjunction with the Products, Services, Resources or
Websites (collectively, the “Trademarks”) are the registered and unregistered trademarks of CKH and its licensors. You agree
that you will obtain advance written consent from CKH before referring to or attributing any information to CKH or its
licensors in any public medium (e.g., signage, press releases, websites, etc.) for advertising or promotion purposes, or for
the purpose of informing or influencing any third party, understanding that such consent may be denied for any or no

reason. You also agree that you will not use or reproduce any Trademark of, or imply any endorsement by or relationship
with, CKH or its licensors.

USE OF RESOURCES:

Capturing Kids’ Hearts grants individual participants of training a limited, non-exclusive, revocable, and non-transferable
license for the Term of this Agreement to view, access, download, display, and otherwise use specific Capturing Kids’ Hearts
Resources for their personal and classroom use only. Resources are made available to participants based upon their
completed training and provided during training or through site content of Websites.

Access to Resources for participants is based upon both their completion of specific training(s) with Capturing Kids’ Hearts
and the contractual relationship between Capturing Kids’ Hearts and the Client, the organization of which the participant is a
current member. The relationship with a Client is documented in the products listed in the Products and Services Section
and determines the varying levels of access to Resources based upon the training, products or subscriptions purchased. If
the participant is no longer part of the Client’s organization, the participant will no longer have access to the resources.

APPLICABLE RESTRICTIONS & REQUIREMENTS:
Any unauthorized use of Resources is prohibited and may violate copyright, trademark, patent, and other applicable laws or
regulations and could result in criminal or civil penalties. All Resources are made available for use by you only to the extent



SERVICE AGREEMENT

that such use complies with all Applicable Restrictions & Requirements. For these purposes, “Applicable Restrictions &
Requirements” means any and all of the following: (i) the provisions of this Agreement; (ii) the Terms of Use associated with
the Websites; (iii) any other CKH agreements or Products and Services that may be applicable to you; (iv) any written
instructions or restrictions provided to you by CKH; and (v) any instructions or restrictions printed on or otherwise
accompanying any copies of the Resources that are provided to you, or that appear on Websites that are associated with
such Resources. To be clear, except to the extent expressly permitted in writing as part of the Applicable Restrictions &
Requirements, your rights do not include rights to do any of the following (collectively, “Prohibited Actions’), all of which you
are prohibited from doing without CKH’s express prior written consent: (i) reproduce, modify, translate, aggregate, distribute,
sell, commercially exploit, transmit, post, make derivatives of, or publicly disclose any of the Resources, or any portion
thereof, in any way not expressly permitted in writing by CKH; (ii) remove, redact, or omit any and all copyright and other
proprietary notices displayed on the Resources or on any permitted copies thereof; (iii) use of any data mining, robots or
similar data gathering or extraction methods in connection with the Resources or the Websites; (iv) download (other than
page caching) of any portion of the Resources or the Websites except to the extent expressly authorized during provision of
the Products and Services; (v) reverse engineer or access the Resources or the Websites in order to develop or use any
competitive website, content, app, product or service; (vi) use any of the Websites, Products or Resources other than for their
intended purposes; (vii) resell any Resources or other Products delivered or otherwise acquired by you during the course of
the Services or otherwise through the Websites; (viii) store, transport or use any Products or Resources in an unsafe or
reckless manner or in any manner prohibited by law or regulation; or (ix) use any of the Resources in any manner not
permitted by law or regulation. CKH may also impose additional reasonable limits on the scope of your access to and use of
the Resources, including limits on time or number of materials accessed or machines used to access such Resources, in
part to prevent unauthorized third-party access to or use of such Resources.

CONFIDENTIALITY:

This Agreement and its various terms (including the pricing, combination of services and solutions, and other terms of all
associated Products and Services section) as well as metrics, observations and personal information about Client's
participants that may be contained or reflected in Deliverables (collectively, “Confidential Information’) shall be treated as
confidential by Client and shall not be disclosed to any third parties throughout the Term of this Agreement and for five (5)
years thereafter. However, notwithstanding the foregoing, Client may disclose such Confidential Information in compliance
with judicial or other governmental orders or open records requests, provided that (i) Client shall give CKH at least ten
business days advance written notice before so disclosing in response to such orders or requests, and (ii) Client shall
reasonably cooperate with CKH to accommodate any requests from CKH to secure protective orders or to limit the scope of
responses to the extent legally permissible.

Section 6: Disclaimers

Client accepts and must accept all of the Resources, Access, Products and Services, including any work products, results or
deliverables produced thereby (collectively, “Deliverables”), “AS IS” and with all faults and errors. CKH HEREBY DISCLAIMS
ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, THAT MIGHT RELATE TO THE RESOURCES, ACCESS,
SERVICES OR ANY DELIVERABLES, EXCEPT FOR ANY SPECIFIC WARRANTIES THAT MAY BE EXPRESSLY PROVIDED IN THE
TERMS OF THIS AGREEMENT, IF ANY. The entire risk as to the functionality, operation, and results is with the Client, and
neither CKH nor any of its Consultants or other representatives assumes any risk or obligation in connection therewith.

CKH hereby disclaims any and all liability, risk, obligation, or responsibility for decisions made or actions taken by Client after
use of the Products, Resources, Access, Services, or any Deliverables. CKH shall in no way be responsible or liable for
CLIENT'S use of (1) the Resources, Access, Products, Services, or Deliverables, (2) the information and data provided by
third parties in order to use the Resources, Access, Products, Services or Deliverables; or (3) the information or results
obtained through the Resources, Access, Products, Services or Deliverables. CKH does not guarantee or warrant any
particular result or success as a result of the use of the Resources, Access, Products, Services, or Deliverables. Instead, the
Resources, Access, Products, Services, and Deliverables should be considered tools to assist the Client, but they should not
be treated as a singular solution.



SERVICE AGREEMENT

In no event shall CKH or any of its Consultants or other representatives be liable for or responsible for any indirect,
incidental, or consequential damages or injuries related to Client's or its representative's use of: (1) the Resources, Access,
Products, Services or Deliverables; (2) the information and data provided by third parties in order to use the Resources,
Access, Products, Services or Deliverables; or (3) the information or results obtained through the Resources, Access,
Products, Services or Deliverables. The maximum possible liability of CKH shall not exceed the lesser of (a) the amount that
the Client paid for the Resources, Access, Products, Services, or Deliverables that directly relate to the claim giving rise to
such liability or (b) the full retail cost of those same Resources, Access, Products, Services or Deliverables.

No information shared by CKH verbally or in writing can be constituted to be professional advice, such as medical, legal,
financial, psychological, business, or counseling advice. Diagnosing medical or psychological conditions cannot be done
through a coaching process and should only be done by licensed professionals.

Section 7: Entirety & Interpretation

Once accepted, this Agreement together with the Terms of Use associated with our Websites represents the entire
agreement, and supersedes any and all previous understandings, between you and CKH as pertains to our Products and
Services and your Access to Resources. To be valid and enforceable, any amendment or modification to this Agreement,
which may be in the form of a subsequent Products and Services Amendment that expressly invokes this Agreement, must
be in a writing and signed by the respective authorized representatives to be bound thereby. This Agreement shall be
construed, interpreted, and enforced exclusively under the laws and venue applicable in College Station, Brazos County,
Texas. Section and paragraph headings have been included in this Agreement in hopes of facilitating ease of reference, but
such headings shall not affect the interpretation of this Agreement. In the event of any inconsistency that cannot be
reasonably resolved between this Agreement and an applicable Products and Services, the Products and Services section
shall control for purposes of resolving the inconsistency, and a more recent Products and Services section shall control over
inconsistent terms in Products and Services section(s). To the extent of any inconsistency that cannot be reasonably
resolved between this Agreement and the Terms of Use associated with our Websites, this Agreement shall control
throughout the Term, while the Terms of Use will control after the Term. You also agree that this Agreement will not be
construed against CKH by virtue of having drafted it.

Section 8: Acceptance & Term

To indicate your acceptance of this Agreement without changes, the Client should have its authorized representative sign
where indicated below and return the signed Agreement to Capturing Kids’ Hearts via email to
lacy.bruner@capturingkidshearts.org. Once returned, the date of your authorized representative's signature shall be treated
as the effective start date of this Agreement. The enforceable term of this Agreement (“Term”) shall extend until all services
on the Products and Services section are from the Effective Date, unless sooner terminated, except that the Term shall be
automatically extended through the last day of your Subscription Access, including any and all Renewal Terms for such
Access.

Either party to this Agreement may terminate this Agreement at any point during the Term by providing ninety days’ written
notice to the other in the event that such other party materially breaches any provision of this Agreement, unless that other
party cures such breach during those ninety days. All unpaid payment obligations and all rights and obligations under
Intellectual Property of this Agreement shall survive any termination of this Agreement.

Section 9: Confirmation

On behalf of the Client, the undersigned individual hereby confirms that they have read and understand all the terms and
conditions of this Agreement, and, as the contact person and authorized representative of the Client for all purposes of this

Capturing Kids' Hearts, 1199 Haywood Drive, College Station, TX 77845
800.316.4311 www.CapturingKidsHearts.org


SERVICE AGREEMENT

Agreement, will endeavor to see that all policies and related details are understood and completed by all Client involved
parties in the planning of the Products and Services. The undersigned individual applies their signature to this Agreement on
behalf of their respective party for the purposes of entering into a legally binding contractual relationship between CKH and
Client.

If you have any questions or need additional assistance, please do not hesitate to contact us.

Randolph County Schools

By:

Printed Name:
Client's Authorized Representative

Title:

Date:

Contact Information:

Capturing Kids' Hearts

Attn: Lacy Bruner
lacy.bruner@capturingkidshearts.org
1199 Haywood Drive

College Station, TX 77845

Phone: 800-316-4311

Fax: 877-941-4700

Capturing Kids' Hearts, 1199 Haywood Drive, College Station, TX 77845
800.316.4311 www.CapturingKidsHearts.org