CTC PLUS License Agreement
CTC Plus License Agreement

Instructions for UW CoMotion Express License

 CTC Plus
License Agreement
UW CoMotion Express License

Access to CTC PLUS ("CTC PLUS") requires completion of a license.  If you are looking for a different agreement, please go back to the licensing page and select the appropriate agreement or contact license@uw.edu for assistance.

Please Note: This agreement is non-negotiable. 

To complete the license, please:

1. REVIEW

Scroll down to review the agreement terms.

2. OPEN AN ACCOUNT & LOG IN

Click the "Register" link in the upper right-hand corner to open a CoMotion account if you don't already have one.  Once logged in, you can submit and review your order status at any time by clicking on your account name and selecting the "My Orders" link.

3. COMPLETE & SIGN

To complete this agreement, click the "Order Now" button and follow directions provided on each screen.  You will be directed to a page to enter the information below.  In situations where contacts are the same individual, the information must be completed for each contact.  Please note: the information submitted is part of the Agreement.
  1. A.    Contact information (including name, title, address, email, fax and/or phone) for your:
    1. 1.     Legal Contact
    2. 2.    Technical Contact
    3. 3.    CTC PLUS Coach
    4. 4.    Invoicing Contact
  2. B.    The number of and list of all Sites (including name, title, mailing address, email and phone);
  3. C.    The Purchase Order number, if applicable.

4. UW REVIEW AND SIGNING

Once submitted, UW will review the agreement and either finalize by countersigning, or contact you if there are questions.

5. PAYMENT

After finalizing, you will receive a confirmation email. Payment will be requested at the time of signing in US Dollars (USD), and can be made by credit card, wire transfer, check or Purchase Order (PO) per the payment option selected.  For payments made by wire transfer, there is an additional fee of $30 dollars USD.  If paying by wire transfer, check or PO, an invoice will be sent to the invoicing contact as provided.  Payment must be received within 30 days of invoicing to retain access.  

6. ACCESS

Upon receipt of payment, a copy of the executed Agreement will be emailed to you, and you will then be contacted by the UW to set up access.  Access is typically established within five (5) business days of Agreement execution.  

PLEASE NOTE: Access to logos approved for use by Organization and an Excel file used to request additional Sites are made available through the Organization's CoMotion account following execution and payment of the Agreement as further described in Exhibit B "CTC PLUS Community User Formatting Template" and Exhibit C "List of Community Users, Sites & Contacts".

7. QUESTIONS

Please contact our office if you have any questions:
  1. Express Licensing Program        
    UW CoMotion
    University of Washington
    Email: license@uw.edu

CTC Plus
License Agreement
UW CoMotion Express License

This CTC PLUS License Agreement ("Agreement") is made between the University of Washington, a public institution of higher education and an agency of the state of Washington at UW CoMotion with its office at 4545 Roosevelt Way NE, Suite 400, Seattle WA 98105 ("UW") and the undersigned Organization ("Organization") which will assume the role of the payer and Organization of CTC PLUS for designated communities in the State of Washington ("Service Area") effective as of the date of the last signature ("Effective Date").

Background

UW’s Center for Communities That Care, housed within the Social Development Research Group, School of Social Work under direction of Margaret Kuklinski, PhD, developed CTC PLUS, a web-based platform for implementing the Communities That Care prevention system.

Communities That Care helps local coalitions develop community-specific prevention plans based on their unique levels of behavioral health problems and risk and protective factors through a 5-phase process.  CTC PLUS provides a step-by-step guide and tools for building high-functioning prevention coalitions.  Coalitions participate in a series of web workshops where all members learn and apply prevention science principles to guide assessment, decision-making, and program implementation.  CTC PLUS includes a web-based curriculum and community resource tools accessed via the CTC PLUS website as outlined in the description of CTC PLUS in Exhibit A "CTC PLUS Services and Resources".

CTC PLUS is the intellectual property of the University of Washington and is protected by copyright laws and international treaties.  CTC PLUS is licensed to organizations involved in public and community health and development programs and to administrators of public health organizations on behalf of communities in its Service Area (“Sites”) by UW on the terms and conditions as set forth herein.

NOTE: No confidential information is used or exchanged in the CTC PLUS UW website.

1.0    Definitions

  1. 1.1     "Community User" means trained community facilitators, designated by the Organization; community board members, designated by the community facilitator; and Organization staff involved in the Organization’s deployment of CTC PLUS in the Service Area.  Community Users are designated end users of the Organization’s CTC PLUS at the Sites identified and as provided by the Organization.

    1.2     "Site(s)" means Organization-designated Sites identified as provided by the Organization, and for which the Organization provides contacts.

    1.3     "Third Party/Parties" means an entity other than the Organization, its end user Community Users, or UW, Center for Communities That Care.

    1.4    "Trained Facilitator" means a Community User who has received facilitator training delivered by the UW Center for CTC or a Certified CTC PLUS Coach.  

2.0    License Grant and Conditions

  1. 2.1     Provided that Organization pays the license fee for each Site and conforms to the terms and conditions of this Agreement, UW hereby grants, and Organization accepts, a limited, non-transferable, non-exclusive license to access, display, perform and distribute CTC PLUS and print output from CTC PLUS provided such printouts are for Community User(s) use and conform to the "Formatting Template" identified in Exhibit B. For the avoidance of doubt, Community Users are not considered Third Parties or sub-licensees of this Agreement. 

    2.2     Organization shall not modify, decompile, disassemble, reverse engineer, distribute, publish, or otherwise transfer or allow to be transferred the copies of content from CTC PLUS in whole or in part, except as specified in this Agreement or set out as instructions in the Formatting Template per Exhibit B or as printed on individual resources available as CTC PLUS.  Organization may request prior written permission of UW for special formatting or modification of individual resources available as part of CTC PLUS.  In no event shall the Organization permit Third Parties to access CTC PLUS. 

    2.3     Organizations and Community Users may use the CTC and CTC PLUS logos in accordance with the Formatting Template in Exhibit B. 

    2.4     Organization and Community Users gain no ownership in CTC PLUS including all of the individual resources offered by UW as part of CTC PLUS and Organization shall retain in CTC PLUS the copyright, trademark, or other notices pertaining to CTC PLUS as provided by UW.

    2.5     UW reserves the right to modify or make improvements in CTC PLUS at any time without notice. UW shall endeavor to correct program defects as identified by UW relating to the operation and deployment activities related to CTC PLUS.

    2.6     Organization and Community Users shall not submit any confidential information to UW.

    2.7     Organization is solely responsible for obtaining clearance, releases, permissions or any other document from Community Users, Organization’s employees, or any credentialing educational, provider, or research institutions for which Organization provides access.

    2.8     Organization agrees that nothing in this Agreement shall be deemed to create any form of funder-client or professional client relationship between UW and the Organization’s Community Users and the Organizations shall retain sole and exclusive responsibility and shall make all decisions for access by its authorized Community Users.

    2.9     Organization shall provide an initial list of Site(s) and designated contact information for each Site to UW as provided herein. 

    2.10     Organization’s Site shall work solely with CTC PLUS-designated certified coaches for CTC PLUS as provided by UW or as designated by UW as CTC PLUS-trainees in the certification process set by UW as part of its CTC PLUS activities.

3.0    Fee, Delivery and Format

  1. 3.1     Fee.  The license fee ("Fee") for rights under this Agreement per Term is as identified in the following fee schedule and is due upon execution of this Agreement.  Fees are subject to periodic, market-based increase upon renewal.

    Fee per Site per Term
    $2,600

    1. 3.1.1     Organization is guaranteed access for a minimum of one (1) Site for the Term.  Sites may be added but are non-transferrable.  Once a Site is designated by Organization, it is not transferrable to another Site. 

      3.1.2     Additional Sites.  Organization may increase the number of Sites during the Term by written mutual agreement between Parties.  Additional Sites require payment of an additional Fee per Site per Section 3.1 "Fee" and must be submitted to UW in an updated Exhibit C "List of Community User, Sites & Contacts".  Fees for additional Sites added mid-Term are pro-rated.

      3.1.3     If there are additional Sites, additional coaching and training services may be needed for which UW will charge additional Fees as are mutually agreed by the UW and the Organization in a separate, written service agreement signed by both parties. 

  2. 3.2     Upon execution of this Agreement and receipt of the License Fee, UW will send instructions on accessing CTC PLUS to the Organization within five (5) business days.

    3.3     Organization is solely responsible for administering the access to CTC PLUS by Community Users and Site(s). The Organization accepts its Community Users are solely responsible for deploying technology and computing solutions and services (e.g. computing or mobile devices, internet connectivity, information technology support, staff use of technology) and agreeing to utilize specified internet browsers and hardware/software configurations supported by CTC PLUS web access. 

    3.4     During the Term of this Agreement, UW shall endeavor to correct program defects in the web access to CTC PLUS.

    3.5    The entire scope and extent of the foregoing services shall not exceed the outline of activities in Program Services ("Program") in Exhibit A "CTC PLUS Services and Resources" without prior written agreement by UW.

    3.6     Additional technical assistance or customization may be arranged by prior mutual agreement and provided by UW on an "as available" basis under a separate, written agreement between UW and the Organization.  The feasibility and scheduling of any additional technical assistance shall be at UW’s discretion.  Additional implementation consultation or assistance, and/or complex or custom technical implementation may incur additional charges and payment of Fees.  A scope of work and cost estimate for additional services will be provided to the Organization for approval.  Work will only be performed and fees will only be charged with written Organization approval.

    3.7     Additional technical assistance shall exclude basic or applied research that shall be more appropriately handled by UW through a sponsored research agreement. The Organization understands and agrees that UW is not operating as a vendor in the trade.

    3.8     Organization hereby agrees that UW may contact Organization and its Community Users at mutually convenient times to request information on deployment of CTC PLUS by the Organization to assist UW in its development of CTC PLUS.

    3.9     Payment will be requested at the time of signing in US Dollars (USD), and can be made by credit card, wire transfer, Check or Purchase Order (PO) per the payment option selected.  For payments made by wire transfer, there is an additional fee of $30 dollars USD.  If paying by wire transfer, Check or PO, an invoice will be sent to the invoicing contact as provided.  Payment must be received within 30 days of invoicing to retain access. 

    1. 3.9.1     For Payment by Check or Purchase Order (PO), UW will include Organization’s PO number on the initial invoice if Organization provides such PO number as a part of this Agreement.

    2. 3.9.2     For payment by Check or Purchase Order (PO), send payment or instructions to:

    3. Attention: Contract Manager, UW CoMotion,
      University of Washington
      4545 Roosevelt Way NE, Suite 400
      Seattle, WA 98105-4608
      Phone: 206-543-3970
      Facsimile: 206-616-3322
      Email: ipfin@uw.edu

  3. 3.10     Organization Contact for Invoicing. UW will send invoices to Organization at the Organization’s Contact for Administration/Finance for Invoices as provided.

4.0    Term and Termination

  1. 4.1     Term.  Organization’s access to CTC PLUS shall be for three (3) years from the Effective Date ("Term") and may be renewed, provided UW sends Organization an invoice for an additional three (3) years of service and Organization's timely payment of the invoice is received by UW within 30 days of the date of the invoice.

    1. 4.1.1     Each designated Site may access CTC PLUS within the Term.

      4.1.2     Access to CTC PLUS expires for all Sites designated by the Organization as of the end of the Term, unless renewed.

  2. 4.2     Organization may terminate this Agreement at any time with a minimum 30-day written notice to UW.

    4.3     UW may terminate this Agreement if Organization is in default of any of its obligations set forth herein and fails within 30 days of a written demand for performance to cure such default.

    4.4     The provisions under which this Agreement may be terminated will be in addition to any and all other legal remedies which either party may have for the enforcement of any and all terms hereof, and do not in any way limit any other legal remedy such party may have.

    4.5     Termination of this Agreement will terminate all rights and licenses granted to Organization relating to CTC PLUS. Organization’s obligation to pay the Fee survives the termination of this Agreement.

    4.6     Upon termination of this Agreement, or the Organization’s termination of participation in CTC PLUS by a Site, the Organization shall notify UW and UW will deactivate access to CTC PLUS. Organization will provide UW with updated information on the enrolled Sites on a schedule to be mutually agreed by the parties.

5.0    Warranties and Disclaimers

  1. 5.1     CTC PLUS is intended only for use by the Organization’s designated Community Users. CTC PLUS is not meant to be a substitute for the professional judgment of the providers of educational, social, health, public health or other community-based services within each community or within the Service Area.

    5.2     CTC PLUS is supplied "AS IS," without obligation by the UW to provide accompanying services or support. The entire risk as to the quality and performance of CTC PLUS is with Organization.

    5.3     UW EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, PERTAINING TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF CTC PLUS OR ANY OTHER MATERIALS OTHERWISE PROVIDED TO ORGANIZATION UNDER THIS AGREEMENT.

    5.4     Organization acknowledges that UW is an agency of the state of Washington and has obligations to maintain public records under RCW 42.56 et seq. If UW receives a public disclosure request for records related to the Agreement, UW shall notify Organization of the request. UW, at its sole discretion, can respond to the request. If UW releases any records related to the Agreement through an operation of law, the release shall not be deemed a breach of this Agreement. 

6.0    Indemnification and Liability

  1. 6.1     To the extent permitted by law, Organization shall indemnify and hold harmless UW and its officers, faculty, employees, students and agents, against any and all claims, suits, losses, damages, costs, fees and expenses resulting from Organization's use of Program, including but not limited to any damages, losses or liabilities whatsoever with respect to death or injury to any person and damage to any property. This indemnification clause shall survive the termination of this Agreement.

    6.2     IN NO EVENT SHALL UW BE LIABLE FOR (A) PERSONAL INJURY OR PROPERTY DAMAGES ARISING IN CONNECTION WITH THE ACTIVITIES CONTEMPLATED IN THIS AGREEMENT OR (B) LOST PROFITS, LOST BUSINESS OPPORTUNITY, INVENTORY LOSS, PROGRAM STOPPAGE, LOST DATA OR ANY OTHER RELIANCE OR EXPECTANCY, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OF ANY KIND.

    6.3     Notices, requests and other communication required or permitted under this Agreement shall be in writing, shall refer specifically to this Agreement, and shall be deemed delivered upon receipt. If sent by email or facsimile (provided that a transmittal sheet indicates confirmation), or other electronic transmission, a confirmation copy will be forwarded. Any such notices, requests, and other communications shall be addressed as follows:

    UW or the Organization, by notice, may change the address to which notice will be sent and unless so notified of a change of address all notices will be sent to the following:

        For the Organization:
            On legal matters:
                To Organization's Legal Contact as, provided

            On technical matters:
                To Organization's Technical Contact, as provided

            On CTC PLUS training matters:
                To Organization's CTC PLUS Coach, as provided

        For UW:
            On UW legal matters:
                Director, Innovation Development
                UW CoMotion
                University of Washington
                4545 Roosevelt Way NE, Suite 400
                Seattle, WA 98105
                Email: license@uw.edu

       For CTC PLUS Contact – Technical Assistance or Information about CTC PLUS
                Center for Communities That Care
                University of Washington
                9725 3rd Avenue NE, Suite 401
                Seattle, WA 98115
                Phone: 206-685-7723
                Email: ctr4ctc@uw.edu

7.    Survival

  1. 7.1    Immediately upon the termination or expiration of this Agreement all Organization's rights under this Agreement will terminate; provided, however, Organization's obligations that have accrued prior to the effective date of termination or expiration of this Agreement will survive.  The obligations and rights of each party set forth in Section 3 "Fee, Delivery and Format", Section 7 "Term and Termination", Section 5 "Warranties and Disclaimers" and Section 8. "General" will survive the termination or expiration of this Agreement.

8.     General

  1. 8.1     Pursuant to U.S. laws, Program may not be downloaded, acquired or otherwise exported or re-exported a) into, or to a national or resident of any country to which the U.S. has embargoed goods; or b) to anyone on the U.S. Treasury Department's list of Specially Designated Nations or the U.S. Commerce Department's Table of Denial Orders. By executing this License, Organization represents that: a) Organization is not located in or under the control of a national or resident of any such country or on any such list; and b) Organization will not export or re-export CTC PLUS to any prohibited county, or to any prohibited person, entity, or end-user as specified by U.S. export controls.

    8.2     This Agreement does not grant permission to use the trade names, identifiers, trademarks, service marks, or product names of the UW, CTC PLUS, or Communities That Care to the Organization except as required for reasonable and customary use in describing the origin of CTC PLUS and, and Communities That Care Program for its Brand Materials identified in Exhibit C.  All goodwill associated with CTC PLUS and UW marks and identifiers shall inure to UW. The Organization shall not use the name "University of Washington," its logo, marks, or any abbreviation thereof to without prior written approval from UW except as otherwise expressly provided in this Agreement.

    8.3     This Agreement embodies the entire understanding of the parties and supersedes all previous communications, representations, or understandings, either oral or written, between the parties relating to the subject matter hereof. Any amendment of these terms and conditions must be in writing and signed by both parties.  In the event of a conflict between this Agreement and any purchase order terms and conditions, this Agreement shall take precedence and control.

    8.4     This Agreement and the rights and benefits conferred upon the parties hereunder may not be assigned or otherwise transferred by Organization without the prior written consent of UW.

    8.5     Counterparts. This Agreement may be executed by facsimile and in identical counterparts, each of which (including signature pages) will be deemed an original, but all of which together will constitute one and the same instrument. A facsimile, scanned, or photocopied signature (and any signature duplicated in another similar manner) identical to the original will be considered an original signature.

    8.6     This Agreement is made in and shall be governed by the laws of the State of Washington excluding choice of law principles. Any suit, action, or proceeding arising out of or relating to this Agreement shall be decided in King County, Washington, United States of America.

    8.7     Organization accepts the venue and jurisdiction of the Federal District Court of Western Washington, Seattle, or the King County Superior Courts.  Notwithstanding the foregoing, if Organization is prohibited by law to agree to Washington law and King County venue, then the parties agree to remain silent.

 EXHIBIT A
CTC PLUS Services and Resources

DescriptionFormat/Notes on Program Services Service Available to: Information to be provided by the Organization:
  • 12 web-based workshops
  • Facilitator guides for each web-based workshop
  • Participant handouts for each web-based workshop
  • Additional downloadable facilitator documents for each web-based workshop
  • Community member pages
  • Evaluation Tools
  • CTC PLUS coaches and coaching services in support of CTC PLUS (TBD-under separate agreement)
 Password-controlled access to materials on the communitiesthatcare.net websitePassword-controlled access to CTC PLUS web platform.

Access for each community/site:
3 years of access from Effective Date

Different levels of access:

Trained Facilitator (up to 4 per Site) – access to all pages and web materials

Community Users (up to 50 per Site) – access to community member pages, video index and document index 
  • Contact information (full name, email address) for Authorized Users: Facilitator and Community Member access levels

 Exhibit B
CTC PLUS Community User Formatting Template

Communities That Care (CTC) brand materials

    Use

  1. UW Communities That Care provides these branding directions for the name, Communities That Care, initials, "CTC", "CTC PLUS," our logo and screenshots ("Brand Materials") to avoid confusion by participating organizations and community coalitions.  
     
    Do not edit or change the CTC or CTC PLUS logos.

    Note: Do not use the name "University of Washington", its logo, marks, or any abbreviation thereof to without prior written approval from UW except as otherwise expressly provided in this Agreement. Refer to Section 7.2 for guidance related to source identification.

    Advertising, promotional materials

  1. Communities That Care requires prior approval for any use of its logo on websites, products, packaging, or manuals.

    Education and instruction (books, guides, publications, and conferences)

  1. You can use our brand materials for educational and instructional purposes.  

    Websites, names and logos

  1. Do not incorporate our logo into yours.

    Use of the term "Communities That Care" is acceptable for the purpose of source identification (Section 7.2). For example, naming your coalition or organization "Springfield Communities That Care."

    Linking to Communities That Care

  1. If you want to use our logo to link to our site, contact us for permission.

    Merchandise

  1. Do not use the CTC logo on merchandise without permission from the UW Center for Communities That Care.

    CTC Logos for use by our partner communities

  1. Access to logos that are approved for use by Organization is made available through the Organization's CoMotion account following execution and payment of the Agreement.  For color artwork, please send a request to ctr4ctc@uw.edu.

    Questions

  1. Email ctr4ctc@uw.edu. Please send a mockup of your intended use so we can be specific in our response. Please allow at minimum of 14 days for response on brand/logo use requests.

     Exhibit C
    List of Community User, Sites & Contacts

    This Excel spreadsheet form, for use in adding Sites to Organization's Agreement per Section 3.1.2 "Additional Sites", may be found in Organization's CoMotion account in the DOWNLOADS folder following execution of the Agreement.