Agreement Update

ParentSquare School Agreement

This version of the School Agreement is applicable to new customers starting December 9, 2022, except as to new customers who accept a quote issued by us prior to December 9, 2022, in which case this version of the School Agreement will apply starting February 15, 2023. This version of the School Agreement is applicable to all other customers starting February 15, 2023.

This School Agreement describes the terms and conditions of the services offered by ParentSquare, Inc. (“ParentSquare”, “we”, “us” or “our”) accepted by School (as defined below).

The entire agreement between the parties consists of (1) this School Agreement, (2) the Order Form, and (3) any separate written agreement signed by the parties (collectively, the “Agreement”).

Any capitalized term used but not defined in this School Agreement will have the meaning set forth in the Order Form. In the event of any conflict between this School Agreement and the Order Form, the Order Form will prevail. In the event of any conflict between this School Agreement and any separate written agreement signed by the parties, the separate written agreement will govern to the extent of the contradiction.

1. Definitions

In addition to the terms defined in the body of this School Agreement, the following terms have the following meanings:

“Applicable Laws” means all laws, statutes, rules and regulations that are applicable to the provision or use of School Data or the use of the Subscription Service.

“Non-ParentSquare Applications” means any software, subscription service or other application that interoperates with the Subscription Service, whether provided by you or a third party. Non-ParentSquare Applications do not include any software, subscription service or other application that we provide as part of the Subscription Service.

“Order Form” means the order form that is executed by the parties and that references this School Agreement.

“Privacy Policy” means the ParentSquare Privacy Policy found at https://www.parentsquare.com/privacy/.

“School”, “you” or “your” means the school, school district or organization that will be using the Subscription Service. If you are a school district, then the term “School” includes all schools that are members of the school district and served by the school district that will be using the Subscription Service.

“School Data” means all data, including all personal information about Users, as described in the Privacy Policy, that is provided to ParentSquare by, or on behalf of, School through School’s use of the Subscription Service.

“Service(s)” means the Subscription Service and all other products, installation, professional development services, support services, training services, and other services and applications made available by us from time to time that are paid for by you.

“Subscription Service” means the school-home communications platform(s) offered by us on a subscription basis through our website or mobile application.

“Subscription Term” means the initial term of your subscription to the Subscription Service, as specified on the Order Form, including any pilot term, and each subsequent renewal term (if any).

“Terms of Use” means the ParentSquare Terms of Use found at https://www.parentsquare.com/terms/.

“Users” means your administrators, staff and teachers, your students and parents and/or guardians, and any other persons whom you allow to use the Subscription Service.

2. Services

2.1 Service Activation. The Subscription Service will start at the beginning of the Subscription Term. We may provide you onboarding Services to activate your subscription, and you will cooperate with us in completing the onboarding Services.

2.2 Access to Subscription Service. During the Subscription Term, we will provide you and your Users access to use the Subscription Service on a subscription basis as described in the Agreement, the Privacy Policy and the Terms of Use. We may make reasonable changes to the Subscription Service from time to time.

2.3 Support and Availability. During the Subscription Term, we will provide you with standard support for the Subscription Service at no additional charge, and will use our reasonable efforts to keep the Subscription Service available 24 hours a day, 7 days a week, except as necessary for system maintenance or upgrades, which we will use our reasonable efforts to conduct outside of normal school hours to minimize disruption.

2.4 Safeguards. During the Subscription Term, we will maintain reasonable administrative, physical and technical safeguards to protect the security, confidentiality and integrity of the Subscription Service, including reasonable data backups. We will not be liable for any liabilities arising from your or your Users’ use of the Subscription Service over the Internet or other networks outside our control.

2.5 General Use. You will ensure that all access and use of the Subscription Service by you and your Users is subject to and in compliance with the Agreement and the Terms of Use.

2.6 Accuracy of School Data. During the Subscription Term, you will use your best efforts to provide us with complete and accurate School Data. We will not be liable for any damages resulting from incorrect or incomplete School Data. You will also be responsible for adding any content for use with the Subscription Service.

2.7 Compliance with Applicable Laws. You represent, warrant and covenant that (a) you are and will remain in compliance with the Children’s Online Privacy Protection Act (“COPPA”) and the Family Educational Rights and Privacy Act (“FERPA”), if applicable, and consistent with COPPA, we rely on your consent on behalf of parents in order to allow those under 13 years of age to use the Subscription Service, (b) your disclosure of any information to ParentSquare, and our use of such information subject to the restrictions of the Agreement, does not and will not violate any Applicable Law, including COPPA and FERPA, (c) you are and will remain in compliance with all Applicable Laws pertaining to third party copyright or trademark rights, including as to any text, graphics, photos or other material that you might upload or transmit through the Subscription Service, and (d) you have met all contractual, regulatory and legal requirements in providing, and using, School Data, including obtaining necessary consent to send notifications to all Users, including texts and voice messages (if applicable), and we will not be liable for any additional charges that may be incurred for receiving notifications, such as phone call fees, text message fees or data fees.

2.8 Other Restrictions. You may not (a) make the Subscription Service available to, or use the Subscription Service for the benefit of, anyone other than Users, (b) except as provided in the Order Form, sell, resell, license, sublicense, distribute, rent or lease the Subscription Service, include the Subscription Service in a service bureau or outsourcing offering, or make the Subscription Service available to any third party other than Users, (c) attempt to gain unauthorized access to the Subscription Service or its related systems or networks, (d) permit direct or indirect access to or use of the Subscription Service in a way that circumvents a contractual usage limit, or bypass or breach any security device or protection included in the Subscription Service, (e) copy the Subscription Service or any part, feature, function or user interface thereof, (f) use the Subscription Service to submit, collect, transmit, process or store any protected health information (as defined in the US Health Information Portability and Accountability Act), or (g) use the Service to distribute text messaging “spam,” bulk unsolicited messages, or any other form of unsolicited electronic communications distributed on a bulk basis to recipients who have not consented to such messages.

2.9 Non-ParentSquare Applications. We are not responsible for the operation or non-operation of the Non-ParentSquare Applications, and do not guarantee the continued availability of the Non-ParentSquare Applications or the continued interoperation of the Non-ParentSquare Applications with the Subscription Service. By linking any Non-ParentSquare Applications with the Subscription Service, you authorize us to provide or receive School Data with such Non-ParentSquare Applications provider, in each case solely as necessary for the interoperation of Non-ParentSquare Applications with the Subscription Service. We are not responsible for any use, transmission or loss of any School Data caused by any actions or omissions of you or the Non-ParentSquare Applications provider.

3. Changes to this School Agreement

We may make changes to this School Agreement, the Privacy Policy or the Terms of Use from time to time. If we make a material (determined by us at our discretion) change to this School Agreement, the Privacy Policy or the Terms of Use, we will inform you by email or notification on our website. If the change has a material adverse impact on you and you do not agree to the change, you must notify us in writing within forty-five (45) days after receiving notice of the change. If you notify us as required, then you will remain governed by the terms you had agreed to until the end of the then-current Subscription Term. If the Subscription Services are subsequently renewed, they will be renewed under our then-current School Agreement, Privacy Policy or Terms of Use, as applicable, unless otherwise agreed by the parties.

4. Intellectual Property Rights

4.1 Ownership. As between the parties and except for the right to use the Subscription Service granted by the Agreement, (a) you retain all right, title and interest, including all related intellectual property rights, in and to School Data, and (b) we retain all right, title and interest, including all related intellectual property rights, in and to the Services, including the Subscription Service and any work product developed by us under the Agreement. We retain all rights not expressly granted to you in the Agreement.

4.2 License Grant. Solely as necessary to fulfill our obligations and exercise our rights under the Agreement, you hereby grant to us a revocable, non-exclusive, royalty-free, fully paid-up, worldwide and sublicensable license to use School Data. Subject to the restrictions described in the Privacy Policy, we may share School Data with third parties in order to maintain and operate the Subscription Service.

4.3 Feedback. If you provide us with any suggestions, information, ideas or other feedback concerning Subscription Service, we may use such feedback in perpetuity without obligation to you.

4.4 Domain Names. You are responsible to maintain ownership of your domain name(s), including any renewals. Upon your request, we will assist in the registration request. You are also responsible to abide by the terms and conditions of the domain name registry, including any domain name dispute policy.

5. Fees and Payment

5.1 Fees. You will pay all fees specified in the applicable Order Form. Except as otherwise set forth in the Order Form, (a) fees are based on the Service purchased and the enrollment metrics specified in the Order Form, (b) payment obligations are non-cancelable and fees paid are non-refundable, other than pursuant to Section 6.3 (Termination by You), (c) the purchased Service cannot be decreased during the applicable Subscription Term, and (d) fees are stated and payable in US Dollars.

5.2 Fees Increases. Due to factors such as inflation and product improvements, we may increase the overall or per unit fees for the Subscription Service by five percent (5%) for each annual period, or change the basis for the calculation of such fees. We will communicate any such increase or change to you no later than sixty (60) days prior to the end of the then-current term. In addition, if you pay us a flat rate based on a maximum number of students and you subsequently exceed that number of students, we may convert your payment structure to a per student rate and you will pay the then-current per student rate beginning at the next annual period of your subscription.

5.3 Payment. All amounts payable by you will be paid via electronic funds transfer (ACH, EFT or wire), check or credit card forty-five (45) days from the date of invoice. You will pay a three percent (3%) convenience fee on all credit card payments. You will pay interest on all past due amounts at a rate which is the lesser of one and a half percent (1.5%) per month, or the highest rate allowed by law. If any part of an invoice is in dispute, you agree to pay the undisputed portion of the invoice and make a note on the invoice regarding the disputed portion within thirty (30) days from the date of invoice, and if you do not, you will be deemed to agree to such charges.

5.4 Taxes. You are responsible for the payment of all taxes (other than taxes on our net income) arising from the payment of fees or the provision of any Services under the Agreement.

5.5 Fees for Guest Users.

(a) Guest Users with Phone Numbers: You will receive a free number of guest users with phone numbers annually, set at ten percent (10%) of School’s contracted student enrollment. Beyond the free threshold, you will be billed annually in the amount of $300 (three hundred dollars) per thousand (1,000) guest users with phone numbers, rounded up to the nearest thousand (1,000), postpaid and invoiced annually. (b) Guest Users with Email: The number of free guest accounts with email is limited to ten times (10x) School’s annual contracted student enrollment. If you exceed this usage limit, we may work with you to seek to reduce your usage so that it conforms to this limit. If, notwithstanding our efforts, you are unable or unwilling to abide by this usage limit, you will execute an Order Form for additional quantities of guest users with email promptly upon our request, and/or pay any invoice for excess usage.

6. Term and Termination

6.1 Term. The Agreement will initially remain in effect for the term set forth in the Order Form. After any such pilot or initial term, the Agreement will automatically renew for additional terms of a term equal to the longer of (a) one (1) year or (b) the length of the initial term (each known as a “Renewal Term”), unless a different renewal term is agreed upon by the parties or unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.

6.2 Termination by Us. We may terminate the Agreement if you have not paid any applicable fee for any Services, or if you materially breach the Agreement or the Terms of Use and fail to remedy the breach within thirty (30) days of written notice of the breach.

6.3 Termination by You. You may terminate the Agreement if we materially breach the Agreement or the Terms of Use and fail to remedy the breach within thirty (30) days of written notice of the breach. If you terminate for our material uncured breach, you will be entitled to a refund of your fees paid prorated for the remaining portion of the then-current term. You may also terminate the Agreement at any time for convenience, provided that you will be obligated to pay for any Services for the then-current term, including for any Services not yet provided.

6.4 Return or Destruction. We will destroy or return all School Data within sixty (60) days of the expiration or termination of the Agreement, unless otherwise required by law or we receive your request in writing that we retain certain School Data for a specific longer period of time. If you request a longer period of time, we will enter into a special data retention agreement, and there will be a fee for this Service.

6.5 Effect of Termination. The definitions in the Agreement, and the rights, duties and obligations of the parties in the Agreement that by their nature continue and survive, shall survive any termination or expiration of the Agreement.

7. Disclaimer of Warranties

You acknowledge that the Subscription Service is based on an Internet-based software platform and, as such, may experience periods of downtime, including due to scheduled maintenance and third party service outages. Accordingly, the Services are provided to you “AS IS” and without warranty of any kind, whether express, implied, statutory or otherwise, and we disclaim and exclude, to the maximum extent permitted by law, all other warranties, whether express, implied, statutory or otherwise, including non-infringement of third party rights, fitness for a particular purpose, merchantability, title and satisfactory quality.

8. Limitation of Liability

In no event will either party be liable under the Agreement for any special, incidental, consequential, exemplary or punitive damages of any kind arising out of or in any way connected with the use of the Subscription Service or anything provided in connection with the Agreement, the delay or inability to use the Subscription Service or anything otherwise arising from the Agreement, and in no event will either party’s maximum aggregate liability arising from or relating to the Agreement, regardless of the cause of action (whether in contract, tort, breach of warranty or otherwise), exceed fees paid or payable to us by you in the twelve (12) month period immediately preceding the event giving rise to liability.

9. Publicity

You agree that we may include School’s name or brand features, including School’s name and logo, in a list of ParentSquare customers, either online or in promotional materials. You also agree that we may verbally reference School as a ParentSquare customer.

10. General Provisions

10.1 Governing Law and Venue. Unless the laws governing School require otherwise, the laws of the State of California govern all matters arising out of the Agreement, without regard to conflict of law principles, and federal courts in the Central District of California and the state courts located in Santa Barbara County, California, will have non-exclusive jurisdiction in respect of disputes arising in connection with the Agreement. The United Nations Convention for the International Sale of Goods shall not apply.

10.2 Severability. If any provision of the Agreement is held invalid, that provision will be deemed amended to achieve as nearly as possible the same economic effect as the original provision and the remainder of the Agreement will continue in full force and effect.

10.3 Independent Contractors. The parties to the Agreement are independent contractors and the Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.

10.4 Non-exclusive Agreement. The Agreement is nonexclusive, and each party will be free to enter into other similar agreements or arrangements with other third parties.

10.5 High Risk and Force Majeure. You acknowledge that the Subscription Service is not designed or intended for use in high-risk activities, or in any situation where damage or injury could result if an error occurred. Neither party has any liability for any failure of performance or equipment due to causes beyond its reasonable control, including: acts of God, fire, flood, earthquake, tsunami, storm, or other catastrophes; any law, order, regulation, direction, action, or request of any governmental entity or agency, or any civil or military authority; national emergencies, insurrections, riots, wars or acts of terrorism; unavailability of rights-of-way or materials; or strikes, lock-outs, work stoppages, or other labor difficulties; or failure of the Internet, third party software, or any telecommunications, hosting or service provider.

10.6 Modification and Waiver. Except as provided in Section 3 (Changes to this School Agreement), the Agreement may be modified only by a written agreement that is signed by authorized representatives of both parties and is identified as an amendment or part of the Agreement. No term or provision of the Agreement will be considered waived by a party, and no breach excused, unless the waiver or consent is in writing signed by such party. No consent by a party to, or waiver of, a breach, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different or subsequent breach.

10.7 Construction. The word “including” shall be construed as meaning “including without limitation.” The section headings appearing in this School Agreement are inserted only as a matter of convenience and shall not be construed to define, limit, construe or describe the scope or extent of such paragraph or in any way affect such section.

10.8 Counterparts and Electronic Signature. The Order Form may be executed simultaneously in two (2) or more counterparts, each of which will be considered an original, and all of which together will constitute one and the same instrument. The exchange of a fully executed Order Form (in counterparts or otherwise) by facsimile signature or by other electronic means, shall be sufficient to bind the parties to the terms and conditions of the Agreement.

Change Log

Last Updated: December 8, 2022