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HomeMy WebLinkAboutSchoolStatus@schoolstatus The Difference is Data.Fr L. / *r1 Order Form For: Bonneville Joint School [listrict 93 Proposal number: 2023 1081 Submitted to: Scott Woolstenhulme Date submitted: Apr 4. 2023 Submitted hy: Dayna Spanko Introduction Dear Scott. Thank you fbr,n-our time and conversation over the last few rnontlts. I've prepared this Order Form to detail what yotrr district is ordering fiom Schoolstatus. This quote *'ill expire in 60 days. . Your Investment showing both initial and ongoing costs of our solution and services. No surprises. . Next Steps rvith instructions on what you need to do to autlrorize this Order Form If y,'ou have an1' questions please don't hesitate to contact me directly. The teant at SchoolStatus is at your service. Sincerely. Dayna Spanko C-ustomer Success Manager 224-446-4000 SchoolStatus Why SchoolStatus For... Superintendents Visualize high-level trends or drilI down into a specific area. See an issue? Get more granular, reviewing a comprehensive profile of a single student. From the cost of absences. to accountability gaps. to geomapping trends to communication history-all at your fingertips. Federal Programs Directors Accurate. workable. comprehensive data for compiling achievement data on each student enrolled in Title I classes, assuring compliance of Federal grant programs, or monitoring special populations. Curriculum Directors Develop and track student goals based on comprehensive integrated data. both current and historical. View progress on an individual, group, or class level in order to meet your overall vision for growth and teacher support. Provide your team with safe. accessible student data whether on campus or at home. Technology Directors Automatic data integrations and scoped user access supports you as you support your team. Teachers see data from their own students for as long as the student is in the class, principals see the whole school, and district admins see the whole district. Custom allowances or specific groups can be made bJ'district admins as they see fit. 2417 user support and unlimited training oflers peace of mind. Principals Monitor daily attendance, parent engagement, teacher performance. and student discipline infractions with ease. With t'ully integrated state and benchmark assessments, discovering connections between students' performance and other factors such as attendance. behavioq and parent communication allows principals to discover trends and plan proactively throughout the year. Teachers By integrating all student data into one screen and placing it on a digital student card. teachers learn about historical assessment and benchmark data, past disciplinary issues. and other characteristics that provide a more comprehensive view ofeach student. Parent comrnu,rication tools with automatic record keeping enable relationships to grow and parent engagement to increase. SchoolStatus (ieneral Terms of Service THESE GENERAL TERMS OF SERVICE (this "Agreement") are enlered into effective as of the date on which You accept this Agreement {the " Effective Date"), by and between SchoolStatus, LLC ("Schoolstatus." "VVe." "Us," "Our'), a Mississippi limited liability company, and the school or sclrcol district listed on the signalure page hereto ("You," "Your"). Schoolstatus and You may be individually referred to herein as a "Party" and collectively referred to as the "Parties." This Agreement includes the terms and condit,ons sunounding Your use of SchoolStatus' proprietary technology ("Schoolstatus Technology"), including any use, ordering, purchasing, or accessing of lhe seruices offered by SchoolStatus (the "Services"). BY USING SCHOOLSTATUS TECHNOLOGY INCLUDING USING, ORDERING, PURCHASING, OR ACCESSING ANY OF THE SERVICES, YOU ACKNO\^N.EDGE AND AGREE TO THIS AGREEMEN:. AND YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BE LEGALLY BOUND BY THIS AGREEMENT. BY USING SCHOOLSTATUS TECHNOLOGY, INCLUDING ORDERING, PURCHASING, OR ACCESSING ANY OF THE SERVICES. YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND. AND INTEND TO BE BOUND BY ALL OF THE TERMS. CONDITIONS. AND NOTICES CONTA]NED HEREIN, AS WELLAS THE TERMS, CONDITIONS, AND NOTICES POSTED ON THE SCHOOLSTATUS WEB SITE AT WWW.SCHOOLSTATUS.COM ('SCHOOLSTATUS POLICIES), JUST AS lF YOU HAD SIGNED THIS AGREEMENT. lf You do not accepl this Agreement or the Schoolstatus Policies. You are not licensed or otheruise permitted to use the SchoolStatus Technology or Services. SchoolStatus may at any time modify the SeMces, Schoolstatus' Policies, or the terms and conditions of this Agreement. or any part thereof, or may impose new conditions to use of the SeMces. by posting notice of sudr modifications on Our websile; provided however. that any malerial modification shall be posted on Our website thirty (30) days prior to the efeclive dale :hereof. Use of the Services afier the posting of such modification on the Schoolslatus \ rebsile, expiration of any application notice period and commencement of any such modifcation will be conclusively deemed acceptance of such modiication. lf any modification is unacceptable, You may terminate this Agreement wilh resped to any remaining and not yet commenced subscription period(s) within the Term. This Agreement may not olherwise be amended except in a writing signed by You and by a representative of SchoolStatus. For clarity, You also agree that the terms of use for any Third-Paily Applications shall exclusively be as set forth by the applicable third-party vendor. \Mrile SchoolStatus may facilitate resolution of disputes between You and third-party vendors, You agree that Schoolstatus is not responsible nor liable for any services provided by third-party Vendors. lf SchoolStatus determines, in Schoolstatus' sole and absolute discretion. that You may have materially violated this Agreemen!. Schoolstalus may in its discretion temporarily or permanently prevent You lrom using the SchoolStatus Technology and Services, cancel the SeMces without a refund and, if appropriate. pursue legal action against You. ln addition. You may be sub.iect tc civil or criminal penalties and/or injunctive relief. 1. DEFINITIONS "Content" means the audio and visual informalion, dosJments, sottware. products and services contained or made available to You in the course of using the Services. "Cuslomer Data" means any data, information, or material provided or submitted by or on behalf of You in the cturse of using lhe Services. The term shall also include all Your communications slored and/or saved by Schoolslatus through Your use of the communication tools and features of the Services and through your {s}nuor u3cuo'z 'ilsanbol Jnoi le sntelslooqrs,{g:ai nol dq sp.torvtssed pue suoBr:f*uap! ;esn par;ddns uaaq a^eq pue saJt^JaS aql asn o; psa*oqiae aJe oq/vi slua6e :o sJoiseriuog 'sluellnsuox santteluasa:da.r 'saaf,oldwa .:notr sueeu ,,(s)ras3,, 'saf,rues -ur*:*q paprao.ld se paleulu1a] Jatfga ssalun 'Joala1:l suolsu€lxs llE pue ural lPlllul alll sueaul .,tulo1, 'saxruas a:*l lo asn lno^ lal*rtirrllpe oI pazuoqlnE are cqrv\ no1 {q paleuorsap sJasa} asoql sueai.al ,,(s):ole4stutlupy Luelsr{s,, "{s}anrn:eg eq1 *pno.rd c} p?sn pue snleislooq?S rtq paurvro suo[naos aierr4ros paseq-qarvl sq] sueeu,,(s]p*pold aJa,vigos,, 'so3tAJsS a.l] 4i.. lot;cauuoc ul no,{ ol snle}Sloor1cs [q paprnord slerJsleu 6u:ure.:; puu 6utute4 11e qltrn:eqia6cl '(s]acn:eg 'ssaJppe d! lo o]lsqa,tA paleusrsap a uenolql nei ol uorleurolur srq; apraord pup aoelalul a;5uls e oiu: ?lec rauJolsn3 funstxa alel$a1ut no1 ]r pu€ ' ,sniplsloaq.S.. auleu aql tapun s61 {q pa.ragc .eslnJas pu? slool aJBl(Uos Jo aEulred pue ualsAs luaua6eueu e}ep iuapn}s aq} o} sra}ol ,,{s}airos,, '(1rena:d 'plo/n aq| ur e.;aqnr{ue ern}Eu re:lr.fls e 1o uor}ra1o:d 'u:a';*q pepnord se papualxa ro peleuruJol Jopeo ssolun 'urJel letltul aql lo ,.Isqt*4j,, lo asn Your Order Form{s) will identity the specific Service(s) You have elecled to purchase. We will provide You wilh access:o the Service(s) described in Your Order Fo.m(s). Your Order Form{s) will further speciry the subscription pe.iod for the Service(s), Your authorized use of the Service(s), the basic fees and charges for lhe Services ("Service Fees"), as well as any special payment lerms not provided tor herein. 3, CI-IARGES AND PAYMENT OT FEES Unlsss otheruise set fot'th on Your Order Form(s), the Services shall be billed and paid for on an annual subscription basis. You are responsible for paying all Service Fees as sel forth in the Order Form(s) for ihe applicable subscription period in advance of the provision of any Services. eilher annually or in accordance with any different billing frequency stated in the applicable Order Form(s), whether the Service(s) are actively used. You must provide Schoolstatus with an executed and/or approved Order Form(s) as a condition io signing up lor and commencemenl of the Service(s). Furthermore. except for disclosures required by applicable law. all pricing terms are confidential, and You agree not lo disdose lhem to any third party. We will make the Service(s) available lo You pursuanl to this Agreement and the relevant Order Form(s) during the Term and each subscriplion period therein. You agree that any subscriptions hereunder are reilher contingenl on the delivery of any future functionality o. features nor dependent on any oral or written public comments made by Schoolstalus regarding lulure ,unctionality or features. You should subscribe to the Service(s) based on what the Service(s) provide today. not on what the Service(s) may lnciude or SchoolStatus may provide tomorow. Fees paid hereunder are non-refundable and shall not be prorated in the event of Your eady cancellation or iermination unless for reason of material breach by Schoolstatxs. You are responsible for all appllcable sales, use cr other laxes or rluties, however designated, except for taxes based on Schoolstatus' net income. l{ You claim tax exempt status, You agree to provide evidene of such tax exemption upoa SchoolStatus' request. To the extent that such tax exemptior cannot be prapeiy claimed or does nol extend to certain laxes or transactions, You wilt be responsible for any and all taxes and assessments lhat arise trom lhis Agreement and relaled transactions iexcept for laxes based upon Our net income). 4. BILLING AND RENEWAL Unless otheMise provided in ihe Order Form(s), We charge and collect annual subscriplior:{s) for the Service{s) in advance of use of the Service{s}. We will issue an invoice to You each year on or before the subsequent ann:versary of the commencement of lhe applicable Service{s) or as otherwise mutua:ly ag.eed upon. The subscription renewal cha.ge will be equal to the lees for each subscription period set fo(h on lhe Order Form(s). lfthe Term as extended beyond the ln;tja, Jerm, and unaess otheMise agced by the Parlies. the annua, subscription renewal charge shalt be at Schoolstatus' then currenl subscription fees fo,1he Service(s). You agree to provide Us with complete and accurate billing and contact information. This information includes Your legal organization name, streel address, e-mail address, and name and telephone number of both an authorized billing contac{ and a license administrator. You agree to update :h!s info.matioil within 30 days of any change to it. lf the contact informalion You have provided is false or taudulert, lAle reserve lhe right to terminate Your access to the SeMce{s) in add:tion to any olher legal remedies. lf You believe that a bill is inconect. You must contact Us in writing within 60 days of the invoice dale of the invoice containing the amsunt in question to be eligible lo receive an adjuslment or credit. 5. LICENSE GMNTAND RESTRICTIONS Subject to lhe lerms and conditions of this Agreement, Schoolstatus hereby grants You a non-exclusive, non-transferable. right to use the Service(s) identified on Your Order Form(s) solely for Your own internal school purposes. Un:ess otherwise provided in Your Order Form(s), such license shall be for the annual subscription periods throughoul the Term, unless such license is terminated under the provisions of this Agreement. The Parties agree that all rights, including all intelleclual property rights. to Customer Data shall remain Your exclusive property, and Sclools:alus has a limited, non-exclusive license solely for the purpose of performing its obligations as ouUined in the Agreement. This Agreement does nol give Schoolstatus any rights, implied or otheruise, to Your Customer Data, content, or intelleclual property, except as expressly stated in the Agreement. This indudes the righl to sell or trade Your Customer Data. All rights not expressly granted herein are reserved by Schoolstatus and Our licensors. Please note that You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or olher$rise commercially exploit or make available to any third party the Servic€s or the Conlent in any way; (ii) modify or make derivative works based upon the Services or the Content; (iii) create lnternet "links" to the Services or "frame" or "mirror" any Contenl on any other server or wireless or lnternel-based device; o. (iv) rever$e engineer or access the Services in order to (a) build a competitive product or service, (b) build a product using similar ideas. features, funclions or graphics olthe Services, or (c) copy any ideas, features, func{ions or graphics of the Service. Your license to use the Services set forth in Your Order Form(s) pemit You to use the Services for Your internal school puryoses only, and You shall not: (i) send spam or otheMise duplicative or unsolicited messages in violation of applicable laws; {ii} send or store :nfringing, obscene, threatening, libelous, oI otherwise unlawful or toiluous material, including material harmful to children or violative af third party privacy r:ghts; (iii) send or store malerial containing soflware viruses, worms, Tro.lan horses or other harmful computer code, files, scripts, agents or p.ograms: {ivi iirlerfere with or disrupt the :ntegrity or performance of the SeMces or the data contained therein; or (v) attempt to gain unauthorized access to the Seruices or its reaaled systems or networks. 6. DESCRIPTION OF SERVICES;AUTHORIZED USE OF SERVICES "Schoo/Sfatus". The Services known as "SchoolStatus" uses Schoolstatus Technology to con.ed 1o and pull fom the leaming and data systems You use, whether kept in-house, by state officials or a third party, and to import all available instructional and operational data into one interface. Once imported, Schoolslatus Technology generates data analytics from the integraled data. You can view a complete student overview using the Services known as "SchoolStatus". FeatUreSspecifictotheServicesknownas,.SchoolStatus,'aredescribedingrealeIdetailonOurwebsiteat!A!tE@. Communication Tools and Features. The Services known as "schoolstatus" also includes communication tools and features that facalitate voice calling, emailing and text messaging via Ourweb application or personal mobile phone. The voice calling fealure collec{s, records, transcribes and stores certain voice calls and makes the contenl of such calls and voicemails available through the Schoolstatrs plalform. Jhe communication tools also allow for text messaging and emailing through the platform without identifying the mobile phone number of Your employee. Features specific to the communication tools and services are described in g.eater delail cn Ourwebsile at www.schoolstatus.com. "Feedbak". ln the event that you elect to purchase the additional Services known as "FeedbaK' . Feedbak uses SchoolStatus Technology to integrate Your teacher evaluation lools with your data systems and allows Your administrators to conducl dassrocm observations via lhe Feedbak iPad application or Feedbak web application, Feedbak allows for the management ol the enlire teacher evaluelion process including the online viewing of past observatjons and the posiing of real- time commenls in reply for a hvo-way communication with Yoor Teachers- Features specific lo Feedbsk are described in greater detail on Our website al www.schoolslatirs.com. Acldfuonel Terms Spectfic to the Communication Tools and Featurcs Use ofCell Phones. The System Adminislrator aod allthose Users so aulhorized may use their personalcellular devices to initiate or receive calls ifthat individual does nol have a microphone or speaker on his or her computer devic€ as requested and required by Schoolstalus to provide the Services. However lhe personal mobile number ofthe LJser will not be visible lo lhe parenl or guardian- Conteni of Communicalions. You will be solely responsible for lhe conlent of all voice calls and voicemails. emails and text messages, including the lawfulness and inlegrity ofthe conteot and Customer Dala conlained in all voi,:e calls and voicemails- You agree lhal the content of allvoice calls, emails and text messages will be free trom any information covered by HIPAA. Schoolstatus shall have no liability or responsibility for lhe content or lawfulness of any voice calls, voicemails, emails or text messages or for any voice calls, voicemails. emails or texl messages that do not connect or send or lose connection, or calls emaib or text messages that are nol recorded or logged, or recording that becomes lost or unavailable as a result of Third-Party Applications and/or other technology failures outside ofthe reasonable control of Schoolstatus. Scioolstalus also reserves the righl to limit the length of any and all voice calls, voicemails, emails and/or texl messages. Although \ b believe atter reasonable inquiry that the Telephone Consumer Proteclion Act ('TCPA') allorvs for voice calls and texl messages lo student family wireless phones through the Service(s). il is Your responsibility to confrm that voice calls and iext messages provided by You through the Service(s) comply with all applicable laws and are permitted by TCPA. Number of Users- The nirmber oflhe Your Users using the communication lools and featurcs shallnot exceed the sum of (i) the number ofleachers in Your school or district, as applicable, using lhe SeMce(s). plus (ii) the number of leachers in Your school or dislricl, as applicable, multiplied by .10. FairAccess Policy. The communicirlion tools and features of lhe "Schoo/Slatus'' SeMces is a shared resource used by many users and schools acJoss the country. As such. Schoolslalus reserves the right to take certain sleps lo ensure lhe application is available lo all users. From time to time. We may investigale excessrve resource usage (including, but not limited to, lhe volume of calling minutes used, the number of email and text messages sent and received, and lhe conlenl of communications) in order lo determine ifthe usage is wthin our terms of seMce and is not an abuse of the Service. Abuse and Suspension. \ /e disclaim and assert lhal the communicriaon tools and features are designed for one-lo-one or one- to-small group style communicalion- The communication tools and features aae not a mass notjficalion or blast messaging service. The communication tools and features arc built with safe guards to prevenl Users from sendang large volumes of communjcation lo large groups (e.g-, nolifying an entire school that school is closed lhe nexl day). Circumvention of these safeguards (e.9.. breaking messages inlo smaller groups to overcome group messaging limitations) is a violalion of this Agaeemeni- Use ofthe communicalion tools and features for non-educalion related purposes or{or sending or receiving content which is prohibiled under applicable law or diseases are also violalions ofthis Agreement. lf a User violales thas Agrcement, V\ib may suspend thal User immediately and notify You in writing, including lhe offending user and conlent. We will reinstate lhal User al Your discretion. lf a User repeatedly violates this Agreement, grossly attacks another, uses the Service to violate state or federal law, including, but not limited to the Child Online Privacy Protection Act ("COPPA") or the Family Educational Rights and Privacy Act ('FERPA ), or sends content $rhich is prohibited by law, We may, at Our discretion, terminate that User's account and ban the offending User permanently from any or all of Our Services. 7. CUSTOMER DATA Ownership and Return of Customer Dafa. Schoolstatus does not own any data, information or material that You or other authorized Users submit to the Services in the course of using the Services. You are ihe owner of such Data. You, not SchoolStatus, shall have sole responsibility for the accuracy, quality, integrity, legalily. reliability. appropriateness, retention. back-up. security and intellectual property ownership or right to use of all Customer Data; provided, however, that SchoolStalus shall have responsibility for lhe backup and storage of Your communications stored and/or saved lhrough Your use of the communication tools and features of the Services and "Feedbak". SchoolStatus shall not be responsible or liable for the deletion, correclirn, destruction, damage, loss or failure to store any Customer Data that You provide to Us in conneclion with the Service(s) by You or any third party. ln the event this Agreement is terminaled (other than by reason of Customer's material breach). We will make availabie to You a f le of the Customer Data held by SchoolSlaius within thirty (30) days of termination if You so request in wriling at the time of termination. You agree and acknowledge that Schoolstatus has no obligation to retain Customer Data and may delete and deslroy such Customer Data more than thirty (30) days after termination. ln addition, We reserve the right to wiihhold, remove and/or disca.d Customer Data held by SchoolStatus without notice for any breach. including, without limitation, Your non-payment. You agree and acknowledge that We have no obligation to retain Customer Data and that such Customer Data may be inetrievably deleted if Your account is 60 days or more delinquent. Upon termination of this Agreement for Your material breach, Your right lo access or use Customer Data held by Schoolstatus immediately ceases, and We will have no obligation to maintain or forward any Customer Data held by Schoolslatus except as othervvase p.ovided in this Section. ln no event shall SchoolStatus be responsible for or have any liability for Your colleclion. use or misuse of Cuslomer Data. Protection of Customer Dafa. SchoolSlatus shall maintain apprepriate administrative, physical, and technical safeguards lor protection oilhe security, confidentiality and integrity of the Clstomer Data. Schoolsaatus shall not (a) modify Customer Data except as necessary for use of Customer Data to provide the Service(s), (b) disclose, share or sell Customer Data except as expressly compelled by law or as permitted in w.iiing by Customer, or (c) access Customer Data except to provide the Service(s), improve the Service(s), or preyent or address service or technical problems, or at Customer's request in connection with cuslomer support matters. SchoolStatus shall abide by all applicable federal, state and/or local laws and regulations regarding the use and dissemination of Customer Data by SchoolStatus, including FERPA. ln no evenl !t ill You be responsible lor or have any liability {ar Schoolstatus' use or m'suse of Customer Data. Each Party warrants and represents tha: il has plans in place ir accordance with applicable State and Federal laws for responding to a data breach. ln lhe event thal a data breach occurs with respec, to personally identifiable inlormation shared under this Agreement, each Party agrees lo immediately notify the other and make every reasonable effort to mitigate damages lJse of Customer Dafa. Schoolstatus shall have the right to use the Customer Data, including personally identifable information, solely lo provide the Service(s) and improve the Service(s). SchoolSialus shall limit access lo gersonally identifiable information in its possession ao those within Schoolstatus and third parties with a legitimate interest in the intormataon as it relates to lhe provasion of the Service(s) rnder this Agreement. Equally, You agree to limit access to personally identifiable infomation available to You through the Service{si to authorized Users and third parties with a legitimate interest in the intormation as it relates to ihe Service(s) under this Agreement. Upon termination of the Service(s), Schoolstatus shall destroy all personally identifiable information within sixty (60) days, You shall be solely responsible forthe colleclion of all personally ideoaifable information concerning Customer Dala: verification of the accuracy of all Customer Data; corection of any mistakes or other errors or inacslracies to Customer Data: compliance with FERPA and any other applicable federal. stale and/or local slatutes and legislation regarding Customer Data; and Your use and integrity of the dissemination of all such Customer Data. Consent to Act an Your Behalf . You agree that We may act on Your behalf in orde. to access, retrieve, and/or download certain data files or documents from third parties necessary to p.ovide the Service(s). Data to be shared or collected under this Agreement shall include the following elements: Student Name. Student lD, Student Dales of Birth, Student Enrollment and Demographic History, Student Graduation Data, Student Testing History including results, Teacher or lnstruclor ldentifiable lnformation and Demographic lnformation, User account information, Student Grades, Student Attendance. Student Discipline, Student Demographics (Race, Sex, Age. Home Address Parental Contacls. Poverty Data), and olher demographics or data elemenls mutually agreed upon by the Parties and/or specified in the Order Form). lt is Your responsibility to use the features of the SeMce{s) to limit access to data You may consider sensitive or privileged. 8. INTELLECTUAL PROPERTY O!\NERSHIP SchoolStatus alone {and its licensors, where applicab,e) shall own all right, title and interest. including all related lntellectual Property Rights. in and to the SchoolStatus Technology. the Content and the Service(s) and any improvements. suggestions. ideas, enhancement requests. feedback, recommendalions or other information provided by You or any other party relating to the Service(s). This Agreement is not a sale, and We do nol convey to You any rights of ownership in or related to the Content, the Service(s), the SchoolSlatus Technology or the lntellectual Property Rights owned by Schoolslatus. The Schoolstalus name, the Schoolstatus logo. and ihe Software Producl names and any logos associated with the Service(s) are trademarks of Schoolstatus or third parties, and no right or license is granted lo use them. No rights are granted to You hereunder other than as expressly set forth herein. 9. LINKED SITES SchoolStatus does not endorse any sites on the lntemet that are linked through the Service(s). Schoolstatus provides such links to You only as a malter of convenience, and in no event shall SchoolStatus or its licensors be responsible for any content, products, or other materials on or available from such sites. 1 O. THIRD PARTY APPLICATIONS As part of this Agreement, You recognize that certain third-party providers of ancillary software, hardware or services may requare Your agreement to addilional or different licenses or olher terms prior to Your use ofor access to such soffware, hardware or services, copies ofwhich terms and agreements shall be provided by SchoolStatus to You ?om iime to time as appli€ble. The Sofir,rrare Products may incorporate or reuse selected third-party or open-source software components or tools. lf You install or enable Third-Party Applications for use wilh the Service(s). You acknowledge that Schoolstatus may access Customer Data as required for the interoperation of such Third-Party Applications with the SeMce(s). Schoolstatus shall not be responsible for any disdosure. modification or deletion of Customer Data resulling iom any such access by Third-Pafi Application providers. 11. YOUR RESPONSIBILITIES You are responsible for all activity occuning underYour accounl and each User's account. You musl abide by all applicable local, state. national and foreign la$/s, treaties and regulations in connection with Your use and each User's use of the SeMce(s). including lhose related to seclfty and data privacy. intemational communications and the transmission of technical or personal data. You agree to: (i) notify Schoolstatus immediately of any unauthorized use of any password or accoun: or any other known or suspected breach of security; (ii) report to Schoolstatus immediately and use reasonable efforts to slop immediately any copying or distribution of Content that is known or suspected by You or any Users; and (iii) not impersonate another Schoolstalus user or provide false identity information to gain access to or use the Service(s). 12. TERM This Agreement commences on the Eftective Date and shall continue so long as We are providing to You any Service(s) under an Order Form. We shall provide to You and You agree to purchase the Service(s) for lhe Term. Upon the expiration of the lnitial Term tor the Service(s), the Term shall be automatically renewed for successive renewal terms equal in duration to the lnitial Terr: (excluding any partial prorated period) for such Service(s) at Schoolstatus' then-current fees. Schoolstatus shall provide You with an Order Form for each renewal term for each Service containing Schoolstatus' charge for the Service(s) for the renewal Term at least 90 days prior to the end of the then current Term. lither party may terminale this Agreement by notifying the other party in writing of such lermination at least 60 days prior to the end of the lhen current Term. 1 3, NON.PAYMENT AND SUSPENSION ln addition to any other rights granted to Schoolstatus herein, We reserve the right to suspend or lerminale this Agreement and Your access 10 the Service(s) if Your account becomes delinquent (falls into arrears). Delinquent invoices (accounts not paid within 30 days of invoice) may be sub:ect to inlerest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for use of the Service(s) during any period of suspension. lf You or We lnitiate termination of this Agreement, you agree to pay the balance due on Your account computed in accordance with lhe lems ot this Agreement above unless You lerminate this Agreement pursuant lo material breach by SchoolStatus' We reserve the right to 'mpose a reconneclion fee in the event Your account is suspended and You thereafier request access to the Service(s). 14, TERMINATION Termination for Cause. Any breach of Your payment obligations or unauthorized use of the Schoolsiatus Technology or Service(s) will be deemed a material breach of this Agreement. Schoolstatus, in Our sole discretion. may terminate Your password, accounl, or use of lhe Service(s) if You breach or otherwise fail to comply with this Agreement. Schoolstatus may terminate this Agreement and some or all of the Services{s) upon lhe occurrence of Your material breach, including but not limited to failure to pay outstanding fees, i{ such breach is a payment breach or if such breach is a non-payment breaci and such breach has not been cured within 30 days of written notice of such breach by SchoolStatus to You. you may terminate this Agreemenl and all of the Services(s) upon the occurrence of a material breacir by Schoolstatus if such breach has nol been cured within 30 days of written notice of such breach from You to Schoolstatus. Upon termination for of this Agreemenl by You for material breach by SchoolStatus, Schoolstatus shall return to you. fo{owing receipt of Your written request, an amount equal to the prorated and unearned fees paid by You to SchoolStatus for the SeMces(s). Termination for Non-Apptopiation/Availabitity ot Funds. You may:e.minate this Agreement if funds sufficient to pay Your obl:gations unde, the Agreement are not appropriated by the applicable governing body or bodies or otherwise not available for payment of the next subscription period within lhe fe.m. ln lhe event of non-appropriation, Schoolstatus will be provided ninety (90) calendar days written notice of intent lo terminate, if such time is reasonably available to You. ln the evenl of such termination. You will noi be considered to be in default or breach under this Agreement for failure nol to pay lhe subscription fees for the nexl subscription period w'thin the Term. nor shall You be liable for any fu.ther paymenls ordinarily due under this Agreement. nor shall You be liable for any damages or any olher amounls which ale caused or associaled with such lermanation- Fees for cunent and active subscriplion periods, as well as prepaid fees for future subscription periods, are non- refundable. 15 REPRESEN IATIONS & WARRANTIES Each party represents and warrants that it has the legal po\,ser and authority to enler into this Agreement. Schoolstalus represents and warants that il will provide the SeMce(s) in a manner consistent with generalindustry standards reasonably appiicable to the provision thereofand that the SeMca(s) will perform substanlially in accordance with the online Schoolslalus help documentalion, or olher product documentalion provided, under normal use and circumstan@s. you represenl and warrant ihal You have not falsely identified Yourself nor provided any false information lo gain access lo the SeNice(s) and ihat Your billing inrormation is corecl. 1 6. MUTUAL INDEI\4NIFICATION To the extent permitted by applicable law, You shall indemni{y and hold Schoolstatus, ils licensors and any such party's parent organizalions. subsidiaries, afiiliates. offlcers. direclors, employees, atlomeys and agents harmless t om and againsl any and alldaims. costs, damages, losses, liabilities and expenses (induding attorneys'fees and costs) arising out of or in connection with: (i) a claim alleging lhat ose otlhe Cuslomer Data in conneclion with the SeMc4(s) infringes the righls of, or has caused ham to, a third party; (ii) a daim, which iltrue, would constitute a vaolalion by You ofYour represeotations and warranties: or (iii) a claim arising ftom You or Your Users breach of this Agreement, provided in any such case that Schoolslatus (a) promptly provides You u,ith written nolice of lhe daim; (b) gives You sole conkololthe defense and setUemenl ofthe daim (provrded that Yo! may nol senb or defend any daim unless you unconditionally release Schoolstatus of all liability and such setllement does nol afiecl Schoolstalus' school or SeMce(s)): (c) provides to you all availabte information and assistance; and (d) has not compromised or settled such daim. Schoolstalus shall indemniry and hold You and Your parent organizations, subsidiaries. afiliates, offcers. directors, employees, aflorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including atlorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service(s) direcily intinges a copyright. a U.S. patent issued as oflhe Effective Date. or a trademark of a third party, lii) a claim, which if lrue, would constitule a violation by Schoolslatus of its representalions orwarranties; or (iii) a claim arising from breach ofthis Agreement by Schoolstalus. provided thal You (a) promptly give wrilten notice ofthe cla,m to Schoolslatus; (b) give Schoolstalus sole control of the defense and setflement oflhe claim (provided lhat Scioolslatus may nol settle or defend any claim unless il unconditionally releases You of all liability)i (c) provide to Schoolstatus a avaijable information and assislance: and (d) have not compromised or setded such daim. Schoolslatus shall have no indemnification obligalion. and you shall indemnify Schoolstatus pursuant lo thisAgreement, for claims arising from any infringement arising from lhe combinalion ofthe SeMce(s) with any ofyour products, seMce, hardware, or business process(s). 17. DISCLAIMER OF WARRANTIES TO THE EXTENT PERi'ITTED BY APPLICABLE LAWAND EXCEPI AS PROVIDED IN SECTION 15, SCHOOLSTATUS MAKES NO REPRESENTATION, WARRAN;Y, OR GUAMNTYAS TO THE RELIABILITY TIMELINESS, OUALITY SUITABILITY, TRUTH, AVAILABILITY, ACCUMCY OR COMPLETENESS OF THE SERVICE(S) ORANY CONTENT, SCHOOLSTATUS DOES NOT REPRESENT OR WARRANT THAT {A) THE USE OF THE SERVTCE(S) wtLL BE SECURE, TTMELY UNTNTERRUPTED OR ERROR-FREE OR OPERATE lN COMBINATION wrH ANY OTHER HARDWARE, SOTTWARE, SYSTEM OR DATA, (B) THE SERVICE(S) WLL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WLL BE ACCURATE OR RELIABLE, (D) ERRORS OR DEFECTS WILL BE CORRECTED, OR (E) THE SERVICE(S) OR THE SERVER(S) THAT MAKE THE SERVICE(S) AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT :S PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. TO THE EXTENT PERMITED BY APPLICABLE LAW ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES. WHETHER EXPRESS, IMPLIED. STATUfORY OR OTHERWSE, INCLUDING, WITHOUT LIMITAfION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BYAPPLICABLE LAW BY SCHOOLSTATUS. 18. INTERNET DELAYS THE SERVICE(S) MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SCHOOLSTATUS IS NOT RESPONSIBLE FORANY DELAYS. DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. ,'9, LIMITATION OF LIAB'IITY TO THE EXTENT PERMI'ED BY APPLICABLE LAW IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY pAtD ByAND/OR DUE FROM yOU tN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. lN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANYONE FOR ANY INDIRECI PUNITIVE, SPECIAL, EXEMPTARY, INCIDENTAL, CONSEOUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REV=NUE, PROFITS, USE OR OTHER ECONOMIC ADVANfAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WTH THIS SERVICE, INCLUDING BUT NOI LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 20. MISCELLANEOUS Assignment. This Agreement may not be assigned by You withort the prior wriltea approval of Schoolstatus but may be assigned without Your consent by Schoolstatus to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merge.. Any purported assignment in violation of this section shall be void. Gaverning Lalv. This Agreement shall be governed by Mississippi law and controlling United States ,ederal law. without regard to the choice or conflicts of larv provisions of any jurisdictior, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subiect to the exclusive jurisdiction of the state and federal courts located in Madison County, Mississippi. Remedies. ln the event of Your breach of this Agreement. Schoolstatus shall be entitled to the following particular forms of relief as a result o, such breach. in addition to any remedies otherwise available at law or equity: (a) injunctions, bolh preliminary and permanenl. enioining or restraining such breach or anticipatory breach. and You hereby consent to the issuance thereof. without bond, by any courl of competent jurisdictaon which has personal jurisdiction over You; and (b) if SchoolStatus is the successful party. SchoolStatus shall be entitled to recover all reasonable sums and costs. including aftorneys'fees, iacurred by Schoolstatus in any such action. Force Majeure Neither Party shall be held liable lo the other Party for failure of performance where such failure is caused by supervening conditions beyond that Party's control, including acts of God, civil disturbance, strikes o. labor disputes. Severability.lf any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law. this Agreement shall be enforced to the maximum extent possible to effecluate the original express intent of the parties. Limitation on Actions. Neither pafi shall bring an action arising oul of this Agreement, regardless of form, more than one ('l ) year after the cause of action has arisen. lndependent Contractor. SchoolStatus and its emp,oyees are independent contractors and shall not be considered Your employees. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. Export. Without in any way limiting the restrictions on transfer set forth elsewhere in this Agreement, You specifically agree that You will not. directly or indirectly, export or transfer any export-controlled commodity, technical data or sofiware: (a) in violation of any laws, regulations. rules or other limitations imposed by any government authority. or (b) to any country for which an export license or other govemmental approval is required at the time of export, withoul first obtaining all necessary licenses or other approvals. Execution. This Agreemenl may be executed in multiple counterparts. all of which shall be considered one and the same Agreement and shaal become effective when one or more counterparts have been signed by each ofthe parties and delivered to the other party, it being underslood that all garties need not sign the same counterpart. ln addition, thisAgreement and all Order Forms may be executed by any party using esignature (e.g. through Proposi!), facsimile and/or email, each of which will be deemed a binding acceptance and signature of the applicable party. Attorney's Fees and Collection Costs. ln lhe evenl litigation is commenced to enforce or interpret this Agreemenl or any provision hereof. or to collect any amounts due hereunder, the successful party in such litigation shall be entitled to receive, in addition to all other sums and relief. its reasonable attorneys'fees and legal costs. No Third-Party Beneficiaries. This Agreement is made and entered into for the protection and benefits of the parties hereto and their successors and assigns, and no other person or entity shall be a direcl or indirect beneJiciary or have any direct or indirecl cause of aclion or daim in connection with this Agreement or otherwise. Entire Agreement. This Agreement, together with the Order Form($), constitute the complele and entire agreement between the parties with respect to its subjecl matter, and supersedes all prior discussions. understandings, arrangements, proposals and negotiations with respect to the same. the terms and provisions of this Agreement supersede and replace any preUors ferylls of Service between Us and Yox. This Agreement shall not b€ subject io the Uniform Computer lniormation Transaclions Acl. This Agreement $hall not be moditied or amended without the ii/dller agreement o, bolh pa.ties. Your Investment Below is the pricing detail for your SchoolStatus order. this order is for a 3 year term. If you have any questions about our pricing or need to edit the specified product and service, please reach out and let us know. SchoolStatus Pro Subscriptiorr fbr unlimited calls. texts. emails. and video chats to contacts & students. Data integrations include: SIS, benchmark assessments" state assessments, national assessments with custorn dashboards and consulting. Value adds included: Custom SSO account provisioning. onsite inrplementation training. $3.427.38 21 $7 r.e74.98 Subtotal Total $71,974.98 $71,974.98 $71,974.98 Next Steps It's really important to us that everything is transparent and understood fronr the beginning so that we lay a solid foundation for a great working relationship. If you have any questions at all, please let us know. We're happy to clarify any points and there may be some items that we can sort out together. We're committed to finding the best way to work togettrer. To Authorize the SchoolStatus Order Form: I . Review SchoolStatus Terms of Service. By signing below; you are agreeing to these terms. 2. Click "Sign Here" below to accept this proposal. This is a legally binding signature. 3. Dayna Spanko willcontact you promplly to arrange a P.O. and SchoolStatus Implementation. Authorrzation 'Ihis (,)rder Form and SchoolStatus'provision ol'the Serliccs dr.-scribed hcrein are suhjer:t to the terms and conditions incorlorated herein. When District using eSignature (e.9. through PandaDoc via Salcslirrce). tacsimile anil,or email. each of uhich u'ill be deemed a binding acceptance of this ()rtler Fonn by the District and a hinding original signature of the District. 'l-his Order Fornr and the pricing containcd hcrcin are valid lbr 60 da1's lionr the datc set lirrth above. .'\ll pal,mcnts are 1cl be rcrniltcd to SchoolStatus- I-l.C at PO []ox 18938- Ilatticstrurg. MS 39402 cio Accounts Reccivablc. ScottWoolstenhulme Bonneville Joint School District 93 Aubrey (Russ) Davis, CEO SchoolStatus. LLC