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      Terms & Conditions

      This article details our standard Terms & Conditions. Please refer to your sales representative for any changes.

      BENCHWORKS BY ELENTRA ASSESSMENT

      TERMS & CONDITIONS

      (Revised 1.18.2024)

       

      By electing to participate in any Benchworks by Elentra (“Benchworks”) Benchworks Assessment and in consideration of the mutual promises contained herein, Participant and Benchworks agree to the following Terms and Conditions (these “Terms and Conditions”):

       

      Section 1. Scope and Timeline of Services.  

       

      1. In connection with the Benchworks Assessment, Benchworks shall render certain surveying, assessment, analysis, benchmarking, reporting and related services to Participant.
      2. Participant may select which services to purchase from Benchworks and such services shall be identified in the Participant Order. The Benchworks Assessments will begin as set forth in the Participant Order and will end on the first August 31st following the academic year for which the order was placed (the “Survey Period”). While the services will generally revolve around a one-year academic calendar cycle, there are preliminary set-up steps that can occur prior to the start of the academic year and analysis and reporting services that occur following the end of an academic year.
      3. In the event that Participant purchases multiple years of services from Benchworks in a single order, either Participant or Benchworks may terminate the remaining term of services by providing written notice to the other party no later than June 30th, and such termination shall be effective at the end of the current academic year. Such early termination will result in a termination fee equal to twenty percent (20%) of the amount then outstanding on Participant’s order for services and such termination fee shall be paid to Benchworks by August 31st.
      1. Participant acknowledges that only aggregate information will be available for reporting. Individual answers shall not be available, and in no case shall an individual survey response be identified as being from a particular survey participant. If purchased, the written results of an Assessment shall be available for Participant no later than two months after the Survey Period. In no case shall reports be available if fewer than six (6) responses are received by Benchworks for a given survey.

       

      Section 2. Payment.

       

      All invoices are due within 45 days of receipt. A 10% late fee will be assessed on any invoice unpaid for 60 days. Participant will be required to pay for each academic year’s services at the time of order for the current academic year.

       

      Section 3. Data and Confidentiality

       

      1. Processing Data. Participant understands and agrees that in connection with the Services, Benchworks will process information (including personal information) in connection with survey responses from Participant’s students collected hereunder (the “Participant’s results” or “Data” respectively). Participant hereby grants to Benchworks a license to: i) use the Data as reasonably required to provide the Services and as set forth herein and Participant hereby affirms that such contemplated use of the Data does not breach any rules, laws or regulations applicable to Participant; and ii) de-identify the Data so that it will not be linkable to any personally identifiable student who participated in such survey responses (“De-identified Data”). Benchworks may use the De-identified Data in connection with its analytics to improve its products and services, including for product development, research innovation and other purposes. Benchworks shall cause the Data to be De-identified within four months after the Survey Period.

       

      1. FERPA Compliances. For any “Personally Identifiable Information” maintained hereunder as part of “Education Records” (as those terms are defined in FERPA) Data that is subject to the requirements of the Family Educational Rights and Privacy Act and any regulations promulgated thereunder (collectively, “FERPA”), Benchworks and Participant agree to keep such Data confidential and to handle such information in accordance with the requirements of FERPA, including, where applicable: (i) to use such information only for the purposes set forth herein; and (ii) to refrain from disclosure of such information to any third parties without consent, except as permitted under FERPA. e.g., disclosure of Data to Benchworks’s service providers to assist Benchworks in performing its services hereunder.    

       

      1. Confidentiality of Benchworks Proprietary Information. Participant agrees to keep the survey, the assessment questions and any user interfaces and analysis, confidential, to refrain from disclosing any such materials to any third party other than expressly permitted herein.

       

       

      1. Confidentiality of Participant’s Results.

       

      • Benchworks may share Participant’s results with other institutions as part of its benchmarking services provided that Benchworks shall: i) only used De-identified Data in connection therewith; and ii) disguise the identity of Participant when using Participant’s results for benchmarking by various methods which may include: (1) scrambling the order of institutions; (2) refraining from labeling institutions; (3) providing comparisons only within groups of institutions; and (4) refraining from the release of raw data for individual institutions (“Participant’s Results”).

       

      • Participant may share and utilize Participant’s Results, in any respect, subject to the following restrictions: Names of comparison institutions, question and factor ranking, question and factor means, comparison with “Select 6” comparison institutions, Carnegie classification, “All Institutions” or any other grouping in the study are when identifiable with the respective institution considered “Restricted Information”. Restricted Information may only be disclosed to: (i) Offices or staff internal to Participant (including its advisory boards/committees), (ii) external consultants of Participant, to the extent necessary for the performance of the consultant’s services, and (iii) regional/national/discipline specific accrediting organizations or legislative review processes, if applicable. Participant shall inform all such parties of the confidentiality requirements.

       

       

      Section 4. Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.   IN NO EVENT WILL EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO Benchworks PURSUANT TO THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

       

      Section 5. Intellectual Property.

       

      Benchworks owns and retains the copyright and all other intellectual property rights in and to all items related to the Benchworks Assessments and the services provided hereunder, including, but not limited to, any and all surveys and assessment questions, any analysis or report generated from data submitted by Participant, all underlying processes, techniques, trade secrets, and analytical concepts under which Benchworks performs the Benchmarking Services and the Student Services, any work product of Benchworks, Benchworks’s web site, Benchworks, WESS, Benchworks Assessments, any proprietary information of Benchworks, and any other works, extensions, enhancements, or applications derived therefrom, as well as any supporting documentation, trademarks, service marks, or trade dress contained therein. Participant’s use of any of the before-mentioned items shall be pursuant to a limited, non-exclusive non-assignable license, in accordance with the terms set forth herein. Notwithstanding the foregoing, Benchworks acknowledges and agrees that Benchworks has no rights to or in Personally Identifiable Information of an individual student that is provided to Benchworks by Participant for Benchworks to perform the services described herein.

       

      Section 6. Miscellaneous

       

      1. Force Majeure. Benchworks shall not be liable for any damages resulting from a Force Majeure Event. A Force Majeure Event includes labor disputes, fire or other casualty, acts of god, accidents, boycotts, shortage of labor or materials, inclement weather, IT disruptions, computer viruses, intentional attacks by hackers, telecommunications issues, any delay caused by Participant or any of Participant’s students, employees, agents, or assigns, or any other matter beyond Benchworks’s reasonable control.

       

      1. Notice. All statements, notices or other written documents contemplated herein shall be delivered to the addresses set forth below, or such other address as either party may designate through written notice to the other party:

       

                  If to Benchworks:           EBI MAP-Works, LLC dba Benchworks by Elentra

                                                      PO Box 452

                                                      Republic, Missouri 65738

       

                  If to Participant:             [To Participant’s address provided to Benchworks in the Participant Order]

       

      For purposes of these Terms and Conditions, any notice made by a party hereunder shall be deemed given: (a) upon receipt by the recipient in the event of personal delivery; (b) one (1) day following deposit with a nationally-recognized overnight courier; and (c) three (3) days following deposit in the U.S. Mail, postage prepaid, return receipt requested.

       

      1. Assignment. Participant may not assign its participation in the Benchworks Assessment without Benchworks’s prior written consent. Benchworks may assign its rights and obligations under these Terms and Conditions to its affiliate or in connection with a sale of all or substantially all of its assets.       Each and all of the covenants, terms, provisions, and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and their respective successors, and permitted assigns. Participant shall ensure that its agents, employees, vendors or any other party complies with these Terms and Conditions.

       

      1. Survival. The terms and conditions of Sections 3, 4, 5 and 6 shall survive any expiration or termination hereof. These Terms and Conditions shall control over any conflicting terms or conditions set forth in any exhibit, attachment, or schedule attached hereto, unless otherwise expressly set forth in such exhibit, attachment, or schedule with specific reference to the conflicting superseded provisions of these Terms and Conditions.

       

      1. Governing Law.       These Terms and Conditions shall be interpreted, construed, and enforced under the law of the State of Missouri, without regard to any choice or conflict of law provision to the contrary.

       

      1. Authority. The person executing the order for services from Benchworks and accepting these Terms and Conditions on behalf of Participant represents and warrants that he or she has the authority to do so and to bind the Participant to such order and Terms and Conditions.

       

      1. Certification. Benchworks certifies that it is now and shall remain in compliance with all applicable U.S. state privacy law requirements for service providers, including without limitation the California Consumer Privacy Act (CCPA).

       

       

       

       

       

       

       

       

       

      IN WITNESS WHEREOF, the parties have entered into this Agreement.

       

      Benchworks:

       

      By:_______________________________________

       

      Name:_____________________________________

       

      Title:______________________________________

       

      Date:______________________________________

       

      Participant:

       

      By:_______________________________________

       

      Name:_____________________________________

       

      Title:______________________________________

       

      Date:______________________________________