ParentSquare School Agreement

Last Updated: November 18, 2017

This document describes the terms and conditions of the services offered by ParentSquare Inc, Inc. ( “ParentSquare" or “we") purchased by you on behalf of your school, organization, or school district (the “School") to use on a subscription basis.

This agreement is entered into between the parties identified on the Order Form that is mutually executed by the parties and which references this agreement (the “Agreement"). The effective date of this agreement is the applicable Order Form Effective Date, as described in such Order Form.

The entire agreement consists of (1) this School Agreement and (2) the executed Order Form.

Any terms used but not defined herein will have the meaning set forth in the Order Form. In the event of any conflict between these terms and conditions and the Order Form, the Order Form will prevail.

Definitions

"School" means the party that will be using Service. If the party is 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 Service.

“School Data" means all data, including all personal information about users and students, as described in the Privacy Policy, that are provided to ParentSquare by, or on behalf of, School through School’s use of the ParentSquare.

“Service(s)" refers to our website, mobile app and all other products, services and applications made available by ParentSquare from time to time that is paid for by the School.

Obligation

School warrants that a) it will use best efforts in providing complete and accurate data b) it has met all contractual, regulatory, and legal requirements in providing, and using, the data, including, but not limited to, obtaining necessary consent to send notifications to all users including texts and voice messages (if applicable). In no event will ParentSquare be liable for any additional charges that may be incurred for receiving notifications, such as phone call fees, text message fees or data fees c) it will fully cooperate during the implementation process.

Compliance with Applicable Law and Parental Consent

School is responsible for, and represents and warrants it is in compliance with, the Children’s Online Privacy Protection Act (“COPPA") and the Family Educational Rights and Privacy Act (“FERPA"), including by obtaining parental consent for collection, use and disclosure of personal information in connection with the Services. School represents and warrants that it will comply with all applicable laws, and further, that its disclosure of any information to ParentSquare, and ParentSquare’s use of such information subject to the restrictions of this Agreement, does not and will not violate any applicable laws (including COPPA or FERPA). School will not disclose any information to ParentSquare that is protected health information (“PHI") subject to the Health Information Portability and Accountability Act (“HIPAA").

Changes to this Agreement

ParentSquare may make changes to this Agreement from time to time. If ParentSquare makes a material (determined by ParentSquare in its discretion) change to this Agreement, ParentSquare will inform School by email. If the change has a material adverse impact on School and School does not agree to the change, School must so notify ParentSquare in writing within thirty (30) days after receiving notice of the change. If School notifies ParentSquare as required, then School will remain governed by the terms School had agreed to until the end of the then-current school year. If the Services are renewed, they will be renewed under ParentSquare’s then current Agreement.

Intellectual Property Rights

As between the parties and except for the licenses granted by this Agreement, (a) School owns all Intellectual Property Rights in School Data, including all related intellectual property rights, in and to School content and (b) ParentSquare owns all Intellectual Property Rights in the Services. School hereby grants to ParentSquare a non-exclusive, royalty-free, fully paid-up, worldwide, sublicensable and transferable license to use the School Data as necessary to fulfill its obligations and exercise its rights hereunder.

Publicity

School agrees that ParentSquare may include School’s name or brand features including School Name and Logo in a list of ParentSquare customers, online or in promotional materials. School also agrees that ParentSquare may verbally reference School as a customer of the ParentSquare products or services that are the subject of this Agreement.

Agreement Term

This Agreement will remain in effect for the Order Form Term as set forth and agreed to in the Order Form. After the Term End Date as defined in the Order Form, the Agreement will automatically renew, unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term. The conditions of a Renewal Term shall be based on the then-existing ParentSquare standard terms, rates and charges. In case of any changes to the existing ParentSquare standard terms, rates or charges, a thirty (30) day advanced notice will be provided to School.

Termination

School may terminate this Agreement for any reason (or no reason) with thirty (30) days prior written notice to ParentSquare, provided, however, that School will remain obligated to pay any fees for Services that School has purchased for the entire Term for those Services.

Termination for Failure to Pay

ParentSquare may terminate this Agreement and cease providing services if School fails to pay invoices due within a timely fashion.

Destroying User Information Upon Termination of School Agreement

ParentSquare destroys or returns all information provided by the School within sixty (60) business days of demand, or if no demand is made, it destroys all Information within sixty (60) days of the expiration or termination of the agreement with School unless ParentSquare receives permission in writing from School that ParentSquare may retain certain Information for a specific period of time.

Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY INJURY, LOSS, CLAIM, DAMAGES, OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, THE DELAY OR INABILITY TO USE THE SERVICES OR ANYTHING OTHERWISE ARISING FROM THIS AGREEMENT. THE SCHOOL AGREES THAT PARENTSQUARE SERVICE IS NOT INTENDED OR DESIGNED FOR USE IN HIGH-RISK ACTIVITIES, OR IN ANY SITUATION WHERE FAILURE OF DELIVERY OR PERFORMANCE OR ANY ERROR IN PARENTSQUARE COULD LEAD TO DEATH, DAMAGE TO PROPERTY, PERSONAL INJURY, OR WHERE OTHER DAMAGES COULD RESULT IF AN ERROR OCCURRED.

Counterparts

The parties may enter into this Agreement by executing the applicable Order Form in counterparts which taken together will constitute one agreement to be valid as of the date of the Order Form. Order Form executed, scanned and transmitted electronically or by way of facsimile and electronic signatures shall be deemed original signatures for purposes of this Agreement and all matters related thereto, with such scanned and electronic signatures having the same legal effect as original signatures.