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Sales Terms and Conditions

Last Updated: October 10, 2023

PAYMENT TERMS

1. Payment of 100% of the first year subscription within 30 days of the Contract Start Date  and at least 30 days before each annual renewal date (if applicable) based Contract End Date.   The Company will determine student membership and make any adjustments in student count / annual price if applicable annually.

2. Any amount due from Customer to the Company under the Terms of this Agreement and not received within 10 days after the due date (the Delinquency Date) thereof shall automatically (and without notice) incur a one-time late charge of 5% of the Delinquent Amount.  Customer accounts with Delinquency Amounts are subject to service suspension or service termination at the Company’s discretion.    

ADDITIONAL TERMS:

1. License. The Company (“Service Provider”) grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable, revocable license, during the term of this Agreement, to allow users authorized by Customer (“Customer Users”) to access and use the Company Platform on its behalf solely for Customer’s use and solely for the benefit of Customer.  This license is subject to Customer’s and its Customer Users’ compliance with the terms and conditions set forth in this Agreement.  Customer is responsible for compliance with the terms and conditions of this Agreement by Customer Users.

2. Term. The initial term is the time period stated in the Quote and cannot be terminated until the end of that term.  After the initial term, the term is automatically extended year to year, unless terminated by either Party on not less than sixty (60) days notice to the other party prior to the end of the then-current term.

3. Hosting, Implementation, Training, Support, Other Services and Obligations.  Service Provider shall host an Internet website on its servers and shall procure and maintain its servers as is necessary for the Company Platform to substantially perform according to functional specifications promulgated by Service Provider from time to time.  Service Provider shall provide Customer with a basic level of implementation and training support during the Initial Term. Service Provider believes strongly in the delivery of a true Train-the-Trainer model where Service Provider prepares the Customer to train and support the majority of Customer Users.  Implementation timelines and dates will be mutually agreed upon by Customer and Service Provider. Service Provider shall provide a support center to answer questions regarding the Company Platform. The Support Center may be accessed via email / online ticketing system and will use commercially reasonable efforts to respond to inquiries within 24 hours, excluding all federal holidays and weekends. Upon Customer’s request, Service Provider may provide certain Professional Services beyond the initial basic level of implementation and training support. All such Professional Services shall be performed subject to the terms and conditions of a mutually agreed upon Statement of Work and for such additional fees as may be agreed between Service Provider and Customer.  

4. Customer Data Protection and Verification.  Customer shall protect Customer Data from loss by maintaining back-ups of all such data and routinely updating such back-ups.  Service Provider shall not be liable for any losses or damages resulting from the loss or corruption of any Customer Data. Furthermore, Service Provider makes no representations concerning, and shall not be liable for, the accuracy, completeness, authenticity, validity, or utility of any Customer Data supplied by Customer Users or any reports resulting from such inaccurate or incomplete Customer Data.  Any verification of the Customer Data shall be the sole and absolute responsibility of Customer, provided, however, Customer acknowledges and agrees that Service Provider may, at Service Provider’s sole discretion, independently verify for accuracy the Customer Data. Customer shall cooperate with Service Provider’s efforts to independently verify the Customer Data.  

5. Data Privacy and Security Law Compliance.  Customer represents and affirms to Service Provider that it has a current demonstrable educational or administrative interest in all Customer Data that Service Provider is authorized to obtain and maintain pursuant to this Agreement, including information defined as personally identifiable information under FERPA that will be maintained by Service Provider for providing the Company Platform’s functionality (“Services”) and to permit comparative data analyses for the review, evaluation and improvement of the Services.  The Services are institutional services and functions for which Customer would otherwise use its own employees, if not for this Agreement with Service Provider. In performing the Services, Service Provider shall be under the direct control of Customer in accordance with the terms of this Agreement with respect to Service Provider’s use and maintenance of education records, as defined in FERPA. Customer considers Service Provider a “school official” as defined in FERPA (34 CFR 99.31(a)(1)), with a legitimate educational interest in improving instruction on behalf of Customer.  Customer may only use the Company Platform strictly in accordance with all applicable Data Privacy and Security Laws and any other restrictions and requirements set forth in this Agreement. Customer acknowledges and agrees that it has received all necessary signed and dated written consent from the students’ parents or legal guardians, or if the student user is age 18 or older, signed and dated written consent from the eligible student to provide Customer Data for the purpose of using the Company Platform. Customer acknowledges and agrees that some or all of the information that it discloses to Service Provider in connection herewith shall constitute “directory information” as defined in FERPA and Customer shall promptly notify Service Provider if any person elects to “opt out” of a related disclosure under FERPA.  Customer shall respond to all parent/guardian and eligible student requests to inspect and review education records, data and other information, as authorized under FERPA and/or applicable state laws. Without limiting the generality of section 8(a) of this Agreement, in the event that the Customer’s use of the Company Platform subjects the Customer to the provisions of the Children’s Online Privacy and Protection Act (“COPPA”), the Customer acknowledges that it shall fully comply with COPPA and any rules or regulations promulgated thereunder. This agreement is between Customer and Service Provider only. Customer agrees to secure, and bear all responsibility related to, any relevant data sharing agreements (to comply with privacy laws including but not limited to FERPA) directly with schools and/or districts if their data will be accessible by Customer within the Company product(s).

6. Interactive Areas.  The Company Platform provides spaces for digital interaction among Customer Users that are visible to other Customer Users (“Interactive Areas”).  Service Provider takes no responsibility and assumes no liability for any content posted, stored or uploaded by Customer Users or any third party, nor is Service Provider liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity Customer Users may encounter in Interactive Areas. At its sole discretion, Service Provider reserves the right, and has absolute discretion, to remove, screen, or edit without notice any content posted or stored within the Company Platform at any time and for any reason provided such actions do not violate applicable laws. Service Provider does not endorse any sites on the Internet that are linked through the Company Platform.

7. Customer’s Obligations.  Customer Users agree to Service Provider’s Terms of Service every time they log into and as specified on the Company website. Customer is responsible for any and all activities that occur under the Customer User’s accounts.  In addition, Customer and Customer Users:

  • Assure that use of the Company Platform shall at all times comply with all applicable local, state, federal  and international laws, regulations, conventions, including without limitation those related to data collection, use, disclosure and privacy, international communications, and the exportation of technical or personal data.
  • Remain responsible for all obligations under this Agreement arising in connection with its Customer Users use of the Company Platform, including, without limitation, compliance with Data Privacy and Security Laws (including applicable state laws governing the privacy and security of Personally Identifiable Information)
  • Grant Service Provider a nonexclusive, nontransferable, worldwide, royalty-free right to copy, modify, perform, display, transmit, and otherwise use Customer Data to the extent that Service Providers provision of the Company Platform, or Customer’s use of the Company Platform requires such activities.
  • Provide workstations, computers, and mobile devices that have reliable Internet access at their own expense.
  • Agree to use “browser” software that supports the “Secure Socket Layer” industry standard encryption.  Service Provider is not responsible for any compromise of data transmitted across computer networks or telecommunications facilities, including, but not limited, to the Internet.
  • Designate their own usernames and passwords to access the Company Platform.  The license granted is not a concurrent license and Customer Users are prohibited from sharing passwords and/or usernames with unauthorized users.  Customer is responsible for the confidentiality and use of Customer User passwords and usernames. Customer agrees to immediately notify Service Provider if Customer becomes aware of any loss or theft or unauthorized use of any of Customer User’s passwords, usernames, and/or account number.  Customer shall use its best efforts to prevent unrelated third parties from accessing or using the Company Platform.
  • Agree that Service Provider may upgrade and improve the Company Platform frequently and in real-time  (“Upgrades”). If applicable, Customer agrees to upgrade and improve its software to conform to the Upgrades made to the Company Platform.
  • Shall (i) not alter, reverse engineer, disassemble, decompile, or copy any part of the Company Platform, (ii) limit access to the non-public portions of the Company Platform to Customer Users, and (iii) not sublicense or otherwise transfer any of its rights, duties or obligations under this Agreement.
  • Customer shall be liable to Service Provider for any breaches by Customer of these Terms and Conditions, including damages paid by Service Provider (i) for attorneys’ fees and costs, or (ii) to third parties as a result of Customer’s breach of these Terms and Conditions.
  • Shall defend, indemnify and hold Service Provider, its  parent, sister and subsidiary companies and each of their affiliates, officers, directors, employees, owners, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by Customer of Customer’s representations and warranties; or (iii) a claim arising from the breach by Customer or Customer’s Users of this Agreement, provided in any such case that Service Provider (a) gives written notice of the claim to Customer; (b) gives Customer sole control of the defense and settlement of the claim (provided that Customer may not settle or defend any claim unless Customer unconditionally releases Service Provider of all liability and such settlement does not affect Service Provider’s business or Service); (c) provides to Customer all available information and assistance (at Customer’s cost and expense); and (d) has not compromised or settled such claim.
  • Must properly enter data and information into the Company Platform in order for the Company Platform to operate properly.  Customer shall be responsible to verify the accuracy of any of Customer Data entered into the Company Platform.  

8. Mutual Obligations.  Each party shall not use for its own benefit or knowingly disclose to, or use for the benefit of, any other person, any confidential information of the other party without the other party’s prior written consent.  Service Provider agrees not to disclose any confidential, individual specific Customer Data to any third party without the prior consent of Customer and such other consents as may be required by applicable law, and further agrees that the Customer Data shall be used only for the purposes contemplated by this Agreement; provided, however; that Service Provider may disclose the Customer Data to its subcontractors or agents, if any, so long as such subcontractors or agents agree to be bound by the terms of this Agreement.  The foregoing notwithstanding and without limiting the confidentiality, data protection and intellectual property rights terms set forth in this Agreement, Service Provider has a perpetual right to use aggregated, anonymized, and statistical data (“Aggregated Data”) derived from the operation of the Company Platform or the Services provided to Customer, and nothing herein shall be construed as prohibiting Service Provider from utilizing the Aggregated Data in the provision of its Services or for operating purposes, including but not limited to improving service offerings.  In no event will Service Provider have the right to sell, license, lease or otherwise transfer the Aggregated Data to any third party, except where Aggregated Data (i) has been aggregated and anonymized and (ii) cannot be used by any recipient to re-identify the Customer or Customer Users.

9. Proprietary Rights and Feedback. Service Provider represents and warrants that it has full right, title and interest in and to the Company Platform and that it has the requisite power and authority to grant the license to Customer on the terms and conditions set forth in this Agreement.  Nothing in this Agreement shall be deemed to grant, by implication, waiver, estoppel or otherwise, to Customer or any third party, any rights in the Company Platform or any of Service Provider’s intellectual property or proprietary rights, other than the limited license set forth in sections 1 and 10. To the fullest extent permitted by law, Service Provider shall indemnify, defend and hold Customer, its officers, agents, employees, affiliates, subsidiaries, assigns and successors in interest harmless from and against any claims, liabilities, losses, suits, and damages asserted by any third party that the Company Platform infringes or misappropriates any patent, copyright, trade secret or trademark of a third party. This duty to indemnify shall not apply to the extent the underlying allegation of a claim arises from: (i) modifications to the Company Platform or Services not authorized or made by Service Provider, but solely to the extent the alleged infringement or violation is caused by such modification; (ii) combination of the Company Platform or Services with other products, applications, or processes not authorized or made by Service Provider, but solely to the extent the alleged infringement or violation is caused by such combination; or (iii) any breach of this Agreement by Customer or any Customer Users.  All intellectual property pertaining to the Company Platform and Service Provider including trademarks and copyrights, are and shall remain the sole property of Service Provider and its affiliated companies.  To the extent that Service Provider receives from Customer or any of its Customer Users any suggestions, ideas, improvements, modifications, feedback, error identifications or other information related to the Company Platform or its services (“Feedback”), Service Provider may use, disclose and exploit such Feedback without restriction, including to improve the Company Platform and its services and to develop, market, offer, sell and provide other products and services.

10. License Restrictions.  Customer shall not sublicense, sell, resell, lease, assign, transfer, pledge or otherwise encumber or dispose of any of Customer’s rights or obligations under this Agreement.   Except as specifically provided to the contrary herein, the License does not extend to, and no right is granted for use or access by, any third party or other individual or entity not a party to this Agreement, except for Customer Users.  

11. Injunctive Relief. In addition to any other rights and remedies available to Service Provider, if Customer or any of its Customer Users breaches any of its obligations under this Agreement, (i) Service Provider shall be entitled to an injunction or similar equitable relief ordering the cessation of such breach upon request of a court of competent jurisdiction without having to post any bond or prove anything other than the fact of such breach, and (ii) the Customer and its Customer Users waive all defenses, including that such breach will not cause irreparable harm.

12. Limited Warranty and Service Limitations.  Service Provider warrants that the Company Platform will perform substantially as described in this Agreement, provided that no such limited warranty shall apply in the event Customer makes any additions or alterations to the Company Platform or uses the Company Platform in combination with any other system or software not expressly authorized by Service Provider.  Service Provider does not warrant or represent that by using the Company Platform, Customer will be in compliance with Data Privacy and Security Laws or any other federal, state or local law or regulation. Customer’s sole and exclusive remedy for breach of warranty shall be for Service Provider to either re-perform services or provide commercially reasonable efforts to remedy the breach.  Service Provider does not warrant that its electronic files containing Customer Data are not susceptible to intrusion, attack, or computer virus infection, but given the confidential nature of some Customer Data, Service Provider will implement reasonable and appropriate measures for the Company Platform (as determined by Service Provider and consistent with the Data Privacy and Security Laws) designed to reasonably secure Customer Data against accidental or unlawful loss, access or disclosure. The Company Platform may be temporarily unavailable from time to time as more fully described in the Service-Level Specifications above.  Service Provider will not be responsible for any damages that Customer may suffer arising out of use, or inability to use the Company Platform. Service Provider will not be liable for unauthorized access to or alteration, theft or destruction of Customer Data through accident, fraudulent means or devices, or any other method unless and to the extent attributable to the wrongful actions of Service Provider.

13. Disclaimer of Warranties.  EXCEPT AS SET FORTH IN SECTION 12, SERVICE PROVIDER MAKES NO WARRANTIES RELATED TO THE COMPANY PLATFORM OR THE SERVICES PROVIDED BY SERVICE PROVIDER HEREUNDER, AND HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT.  CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR THE SELECTION OF THE SERVICES TO ACHIEVE CUSTOMER’S INTENDED RESULTS, FOR ITS USE OF THE RESULTS OBTAINED FROM THE SERVICES AND FOR ITS COMPLIANCE WITH DATA PRIVACY AND SECURITY LAWS AND EMPLOYMENT LAWS. SERVICE PROVIDER DOES NOT WARRANT THAT THE SERVICES MEET CUSTOMER’S REQUIREMENTS OR WILL BE UNINTERRUPTED OR ERROR FREE.

14. Limitations of Liability.  IN NO EVENT WILL SERVICE PROVIDER (INCLUDING ITS PARENT, SISTER OR SUBSIDIARY COMPANIES, OR THEIR EMPLOYEES, OFFICERS, DIRECTORS AGENTS OR OWNERS SERVICE PROVIDERS OR LICENSORS) BE LIABLE FOR ANY CONSEQUENTIAL, COMPENSATORY, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES UNDER THIS AGREEMENT OR IN CONNECTION WITH ANY SERVICES PROVIDED BY SERVICE PROVIDER HEREUNDER ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES, CUSTOMER DATA OR ANY CUSTOMER REPORT, EVEN IF SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF AVAILABLE REMEDIES ARE FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.  THE TOTAL LIABILITY, IF ANY, OF SERVICE PROVIDER (INCLUDING ITS PARENT, SISTER OR SUBSIDIARY COMPANIES, OR THEIR EMPLOYEES, OFFICERS, DIRECTORS AGENTS OR OWNERS SERVICE PROVIDERS OR LICENSORS) IN THE AGGREGATE OVER THE TERM OF THIS AGREEMENT FOR ALL CLAIMS, CAUSES OF ACTION OR LIABILITY WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE ARISING UNDER OR IN ANY WAY RELATED TO THIS AGREEMENT AND/OR THE SERVICES PROVIDED HEREUNDER (COLLECTIVELY, “CLAIMS”), SHALL BE LIMITED TO THE LESSER OF: (a) CUSTOMER’S DIRECT DAMAGES, ACTUALLY INCURRED; OR (b) THE FEE ACTUALLY RECEIVED BY SERVICE PROVIDER DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM; PROVIDED, HOWEVER, SUCH LIMITATION WILL NOT APPLY TO INDEMNIFICATION FOR INTELLECTUAL PROPERTY INFRINGEMENT PURSUANT TO SECTION 9 OR WILLFUL MISCONDUCT BY SERVICE PROVIDER.  NOTWITHSTANDING THE FOREGOING, SERVICE PROVIDER’S SOLE OBLIGATION IN THE EVENT OF AN ERROR BY SERVICE PROVIDER IN THE PERFORMANCE OF ANY SERVICES UNDER THIS AGREEMENT SHALL BE LIMITED TO REPERFORMING THE SERVICES OR PROVIDING SUPPORT SERVICES. SERVICE PROVIDER (INCLUDING ITS PARENT, SISTER OR SUBSIDIARY COMPANIES, OR THEIR EMPLOYEES, OFFICERS, DIRECTORS AGENTS OR OWNERS SERVICE PROVIDERS OR LICENSORS) SHALL HAVE NO LIABILITY, EXPRESS OR IMPLIED, WHETHER ARISING UNDER CONTRACT, TORT OR OTHERWISE, FOR ANY CLAIM OR DEMAND: (i) RESULTING DIRECTLY OR INDIRECTLY FROM CUSTOMER’S INTERNAL OPERATIONS, EQUIPMENT, SYSTEMS OR SOFTWARE OWNED OR LICENSED BY CUSTOMER; OR (ii) BY THIRD PARTIES, EVEN IF SERVICE PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH CLAIMS OR DEMANDS, EXCEPT AS EXPRESSLY PROVIDED OTHERWISE HEREIN.

15. Assignment, Successors. Except in the event of a Permitted Transfer, Service Provider may not assign this Agreement, in whole or in part, to a third party.  Notwithstanding anything to the contrary in this Section, Service Provider may assign its interest in this Agreement to (a) an affiliate (i.e., a person or entity 50% or more of whose voting equity securities is owned by the same owners owning 50% or more of Service Provider’s voting equity securities), a parent, sister or subsidiary entity of Service Provider, or (b) to an entity to which Service Provider sells or assigns all or substantially all of its assets, equity securities, rights under its agreements with customers, or with which Service Provider may be consolidated or merged (each a “Permitted Transfer”).   No right or license under this Agreement may be assigned or transferred by Customer, nor may any duty be delegated by Customer without Service Provider’s prior written consent. Any assignment, transfer or delegation in contradiction of this provision will be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the successors and assigns of Customer and Service Provider.

16. Termination. Each Party by means of a written notice shall have the right to terminate this Agreement prior to the number of days specified in the Cancellation Terms if the other Party is in material breach of this Agreement and the breaching Party fails to remedy such breach within the applicable notice period.  Further, if Customer is in material breach of this Agreement beyond the applicable notice and cure period, Service Provider, in addition to its termination right, shall have the right to suspend Customer’s access to and use of the Company Platform, including without limitation, the right to withhold reports, without additional notice to Customer, until such breach is cured. Notwithstanding the foregoing, either Party may terminate this Agreement immediately upon written notice to the other Party if such other Party violates the scope or any restriction on its license under Sections 1 and 10 above or otherwise uses the Company Platform in violation of this Agreement or Data Privacy and Security Laws.  Upon termination for any reason, all licenses granted hereunder to Customer will automatically terminate, and Service Provider will immediately disable and discontinue Customer’s access to and use of the Company Platform and the Services without additional notice to Customer. The provisions in the Pricing and Payment Schedule and Sections 4, 7, 8, 9, 11, 12, 13, 14, 16 through 21 of this Agreement (together with any other provisions of this Agreement that by their sense and context are intended to survive termination) will survive any expiration or termination of this Agreement.

17. Severability. Each paragraph and provision of this Agreement is severable from the entire Agreement, and, if one provision is declared invalid, the remaining provisions shall remain in effect and the invalid provision shall be reformed and amended to the extent needed to be valid.

18. Taxes. The price referred to herein does not include any local or state sales, value added, use, excise or other applicable taxes, now in force or enacted in the future, any assessment of which shall be paid by Customer.  Without limiting the foregoing, Customer shall promptly pay to Service Provider any amounts actually paid or required to be collected or paid by Service Provider pursuant to any statute, ordinance, rule or regulation of any legally constituted taxing authority.  If Customer claims tax-exempt status or the right to remit taxes directly, the tax-exempt number must be entered on the front page of this Agreement and Client shall indemnify and hold Service Provider harmless for any loss occasioned by its failure to pay any tax when due.

19. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.  Proper venue for any legal proceedings arising from or relating to this Agreement shall be Hillsborough County, Florida.

20. Entire Agreement and Amendment. This Agreement supersedes all prior agreements and understandings between Customer and Service Provider, including any representations, expressed or implied.  Customer acknowledges that this Agreement may not be changed or terminated orally. No change, termination or attempted waiver of any of the provisions of this Agreement shall be binding unless in writing and signed by the party against who the same is sought to be enforced.  The parties, each acting under proper authority, have signed this Agreement and have agreed to the Effective Date of the Initial Term.

21. Notices. Any notices required or permitted under this Agreement shall be in writing and shall be effective when delivered in person or sent by email, registered or certified mail, return receipt requested, with proper postage affixed, or by personal courier to the address set forth in this Agreement or any more recent address to which the sending party has been apprised in accordance with this Section 21.

22. Pertaining to Customers with Both College and Transcript Subscriptions

If purchasing a product or service through our partner National Clearinghouse, you agree to the following additional terms:

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,  the National Student Clearinghouse (“Clearinghouse”), a not-for-profit corporation organized under the  laws of the Commonwealth of Virginia, and the undersigned high school or high school  district (“School”) agree as follows:  

1. The Clearinghouse provides a nationwide, central repository of information on student enrollment,  degrees, diplomas, certificates and other educational achievements.  

2. The School wants to obtain information on the attendance of its former students in postsecondary  institutions and improve the manner in which the diplomas it has granted to its students are verified to  prospective employers and others. The School wishes to use the services of the Clearinghouse to assist  in the functions as described below. Individual attachments may be added, deleted or modified by  mutual written agreement.  

3. The School will transmit to the Company lists of its graduates (“Graduates”). Initially, it will transmit a list  of Graduates dating back up to eight (8) years and, thereafter, will submit lists of new graduates each  year after conferral of diplomas. The School agrees that it will submit its Graduates files electronically  and that they will contain the data elements and configuration reasonably required by the  Clearinghouse. The Company, acting on behalf of the School, may conform the data to Clearinghouse  standards and submit the data to the Clearinghouse. The listing shall indicate which students have  blocked the release of “directory information” under the Family Education Rights and Privacy Act  (“FERPA”). School will provide the Clearinghouse with any requested necessary information on  School’s FERPA Directory Information policy. The School will promptly inform the Clearinghouse  of any newly placed directory information blocks. The Clearinghouse will promptly refer to the School  any requests it receives from individual students either to correct or block records received from the  School but will not modify or block records without instruction from the School.  

4. Upon request, the Clearinghouse will compare the School’s Graduates with its database and provide the  School with data on the subsequent enrollment and educational achievements of its students at  postsecondary institutions. In addition to the Graduates file, the School may also submit  through The Company lists of graduates and other former students in a format reasonably required by the  Clearinghouse (“StudentTracker Request Files”), and the Clearinghouse will provide data on the  subsequent enrollment and educational achievements of these students at postsecondary institutions.  The Clearinghouse reserves the right to reasonably limit the number of Request Files submitted by the  School per calendar year.  

5. The Clearinghouse will not release any personally identifiable information except as specifically  provided under this Agreement, including Exhibits. The Clearinghouse may not in any way use or  supply student personally identifiable information obtained hereunder beyond the specific purposes set  forth in this Agreement. The Clearinghouse agrees that data provided by the School under the agreement  may not be sold by Clearinghouse, or be used by the Clearinghouse to amass a student profile or  conduct targeted advertising.  

6. In the event either party determines that an event has occurred that reasonably leads it to believe that  there has been an unauthorized or improper disclosure of the information exchanged under this  agreement that party will promptly notify the other unless specifically directed not to make  such notification by law enforcement. Such notification will include the nature of the incident, the  information compromised and the action taken. The parties will cooperate and keep each other fully  informed until the incident is resolved. Either party shall have the right to immediately suspend service  under this Agreement until the resolution of such incident.  

7. The services provided by the Clearinghouse under this Agreement will be paid for by the School through  the Company, which will be responsible for paying Clearinghouse for the services provided.  

8. The Clearinghouse uses its best efforts to review, interpret, and follow publicly disseminated guidance  on FERPA in the development and operation of its services and provides for the release of only  unblocked directory information unless FERPA authorizes release without consent. The School is  solely responsible for its compliance with FERPA, and the Clearinghouse is not liable for any errors or  omissions by the School that may give rise to FERPA violations. The School will institute and maintain  reasonable controls to ensure that the information it provides to the Clearinghouse under this Agreement  is complete and accurate. Both the Clearinghouse and the School agree to comply with all applicable  Federal, State, and local statutes, regulations, and other requirements pertaining to the security,  confidentiality, and privacy of information exchanged with and maintained by the Clearinghouse.  

9. The School agrees that it may only disclose the data provided by the Clearinghouse to school boards  and school officials whom it has determined to have legitimate educational interests. The School agrees  that it will not release data provided by the Clearinghouse to any other individuals, institutions, or  organizations, other than those identified above, either in student or postsecondary institution  identifiable form, without the Clearinghouse’s express written permission and payment of any  additional fees that may be required.  

10. The School understands and agrees that Clearinghouse will provide The Company with the reports generated  as part of the services provided under this Agreement. The Company will provide the reports to the School,  and may also use data in such reports to provide additional services to the School under a separate  agreement between the School and the Company.  

11. In the event the School is required to disclose any data provided hereunder which could potentially  identify individuals or specific postsecondary institutions pursuant to any applicable statute, law, rule  or regulation of any governmental authority or pursuant to any order of any court of competent  jurisdiction, the School must provide the Clearinghouse prompt notice of such request for disclosure and reasonably cooperate with the Clearinghouse’s efforts to obtain a protective order. The parties  further agree that any exclusion effected pursuant to this provision is authorized only to the minimum  extent necessary to allow the School to comply with a legal rule or order compelling the disclosure of  information and shall not constitute a general waiver of the obligations of confidentiality under this Agreement.  

12. The School agrees to:  a. Ensure that only authorized personnel whom it has determined to have legitimate  educational interests will be provided with access to the Clearinghouse’s secure  website, and that such access will be immediately terminated when those personnel  leave the School’s employment. b. Take all necessary steps to ensure that authorized personnel do not share their Clearinghouse website user names and passwords with other individuals or entities.  

13. The Clearinghouse will institute and maintain reasonable controls to ensure the integrity and security  of its database and data transmission systems so that it releases information solely to authorized entities  or individuals in accordance with the terms of this Agreement and applicable law. Such controls will  adhere to best practices and standards within the education community related to information security  and will include technical, operational and physical controls which will be reflected in a comprehensive  information security policy. The Clearinghouse will provide periodic security training to its employees

who operate or have access to the database and data transmission systems. The Clearinghouse agrees  to indemnify and hold the School harmless from any direct loss, cost, damage or expense suffered by  the School as a direct result of the Clearinghouse’s failure to comply with its obligations under this  Agreement. The Clearinghouse will maintain insurance covering errors and omissions in its data processing operations in the amount of at least two million dollars ($2,000,000).  

14. The School may audit the performance by the Clearinghouse of its duties and obligations hereunder at  the Clearinghouse offices during normal business hours but no more frequently than annually. Audits  require 30 days advanced notice and will be scheduled at a mutually convenient date.

15. The Clearinghouse will not retain or release personally identifiable information provided by the School  except as specifically authorized under this Agreement. The Clearinghouse may retain or release  information received from the School under this Agreement that is in aggregate or statistical form and  does not contain Social Security numbers or other personally identifiable information. The School  retains full ownership rights to the information in the education records it provides to the Clearinghouse.  Upon termination of this agreement, the Clearinghouse will immediately discontinue use of any  information that has been provided to it by the School. The Clearinghouse agrees to destroy all  information provided under this Agreement: (1) at the School’s request; (2) when the data is no longer  needed to achieve this Agreement’s purposes, (3) upon termination of this Agreement, or (4) as  otherwise required by State or Federal law. School agrees that Clearinghouse may maintain data  provided by the State, when such data is needed to satisfy audit or other State and Federal legal and  regulatory requirements. Certification of this destruction will be at the School’s request per the Clearinghouse’s data deletion policy, or as otherwise may be required by the School.  

16. The Clearinghouse will not retain or release personally identifiable information provided by the School  except as specifically authorized under this Agreement. The Clearinghouse may retain or release  information received from the School under this Agreement that is in aggregate or statistical form and  does not contain Social Security numbers or other personally identifiable information. The School  retains full ownership rights to the information in the education records it provides to the Clearinghouse.  Upon termination of this Agreement, the Clearinghouse will immediately discontinue use of any  information that has been provided to it by the School. The Clearinghouse agrees to destroy all  information provided under this Agreement: (1) at the School’s request; (2) when the data is no longer  needed to achieve this Agreement’s purposes, (3) upon termination of this Agreement, or (4) as  otherwise required by State or Federal law. School agrees that Clearinghouse may maintain data  provided by the State, when such data is needed to satisfy audit or other State and Federal legal and  regulatory requirements. Certification of this destruction will be at the School’s request per the Clearinghouse’s data deletion policy, or as otherwise may be required by the School.  

17. In the event School is required by law or regulation to provide parents or eligible students, access to, or  correction of student data, Clearinghouse agrees to facilitate access and correction of data shared under  this Agreement.  

18. The School agrees to acknowledge in all internal and external reports, presentations, publications, press  releases, and/or research announcements that utilize StudentTracker data that the source of the data is  the StudentTracker service from the National Student Clearinghouse.  

19. The School agrees to provide all notices to the Clearinghouse under this Agreement to:  

National Student Clearinghouse
2300 Dulles Station Blvd., Suite 300
Herndon, VA 20171
Attn: Contract Administrator  

Electronically: contracts@studentclearinghouse.org  

Fax: 703-742-4234  

20. The Clearinghouse agrees to provide all notices under this Agreement to The Company. The Clearinghouse  considers the Company its primary contact for all operational and systems issues unless otherwise  instructed in writing by the School.  

21. The effective date of this Agreement is the date by which it is signed by both parties. This Agreement  will remain in effect as long as School has an active account with the Company for the services provided  under this Agreement and the Company and the Clearinghouse have an active agreement  whereby the Company is permitted to offer these services on behalf of the Clearinghouse. The parties  agree that any subsequent modifications to this Agreement will be made only in writing. The  Clearinghouse may assign this Agreement without consent to a successor or wholly owned subsidiary  with sixty (60) days notice to the Company.  

22. All representations, warranties, disclaimers of liabilities, indemnifications, and covenants between the  parties will survive the termination of this Agreement for any reason and in any manner and will  remain in full force and effect between the parties.

23. Privacy Policy. All users are bound by the terms of the application privacy policy outlined at Application Privacy Policy.

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