Terms of Service for SchoolStatus Attend, Good Governance, SARC, and Behavior Alert

Updated July 29, 2024

1. SchoolStatus Attend. SchoolStatus will provide District the following software (“Software”) and services (“Services”) for each school site on listed on the Order Form Agreement (“Sites”) during the Initial Term and Successive Terms (“Order Term”) as set forth in the Order Form. The Software and Services provided pursuant to this Section 1 are collectively referred to as the “Base Program.” The Software and Services constitute a system and method for student attendance management, as protected by U.S. patent no. 9767440.

1.1 Access By Authorized Users. SchoolStatus will provide each Authorized User with a unique login username and password combination (an “Authentication Credential”), which District and its employees shall not disclose to any other person (including, but not limited to, other employees of District) other than the Authorized User for which SchoolStatus issues the Authentication Credential.

1.2 Attendance/Participation Management Software and Analysis. SchoolStatus will:

a. Provide access to online software attendance/participation analysis reports for the Authorized Users based on site comparisons, national studies and comparative trend analysis;

b. Prepare Attendance/Participation Management and Analysis Reports; and

c. Review the Attendance/Participation Management and Analysis Reports’ findings and recommendations with District.

1.3 Software Management of Initial Unexcused Interventions. SchoolStatus will:

a. Provide access to a web-based software system for the Authorized Users that produces legally recommended Initial Unexcused interventions to parents or guardians of each applicable pupil; and

b. Prepare and distribute all Initial Unexcused interventions to each applicable pupil’s parents or guardians, consistent with District policy. Interventions include but are not limited to United States mail.

1. 4Software Management of Discretionary Attendance/Participation Notification Interventions. SchoolStatus will:

a. Provide access to a web-based software system for the Authorized Users that produces legally recommended Initial Unexcused interventions to parents or guardians of each applicable pupil; and

b. Prepare and distribute appropriate discretionary attendance/participation Interventions to each applicable pupil’s parents or guardians as is consistent with District’s unexcused and excused absence/participation policy. These interventions include but are not limited to United States mail; and

c. Prepare and distribute Non-Contactable During Distance Learning Interventions to each applicable pupil’s parents or guardians as is consistent with District’s distance learning policy. These interventions include but are not limited to United States mail.

1.5 Conferencing Software. SchoolStatus will:

a. Provide access to a web-based software system for the Authorized Users that allows monitoring and tracking of pupils that require attendance conferencing consistent with district policy;

b. Discretionary software conferencing capability related to other excessive absence/tardy issues; and

c. Prepare and distribute appropriate Conference Notification Reminder communications to each applicable pupil’s parents or guardians as is consistent with District’s conferencing policy. These interventions include but are not limited to United States mail.

1.6 Application Training Course and Materials. All training materials are included.

a. Each day of on-site training consists of four (4) sessions with up to 25 people per session. (The number of days of on-site training required is determined by District size.) The on-site training will be provided on a mutually agreed upon date immediately after SchoolStatus receives signed Agreement and configuration set up has been agreed upon for implementation purposes. Additional on-site training is available for an additional fee of $2,500 per day.

b. Services include complimentary technical support via the assigned SchoolStatus Attend Team in addition to the SchoolStatus Help Desk; and

c. Unlimited access to Ongoing Online Application Courses & Trainings for the Authorized Users. This service includes an Implementation Manager to demonstrate application use via web hosted training applications.

1.7 ROBOT Mechanism and Data Collection.

a. SchoolStatus will install and configure the Software, including SchoolStatus’s encryption and delivery mechanism (“the ROBOT”). The ROBOT is a JAVA application that uses a secure, read-only (District) configured ODBC connection. SchoolStatus will only use commercially accepted practices to access District’s data environment to install and configure interfacing applications between the Software, including the ROBOT and District’s Student Information System. A list of data elements that the ROBOT will pull as part of the Services is listed in the Order Form Agreement between Customer and SchoolStatus.

b. When SchoolStatus transfers District data originating on District’s system over the Internet, SchoolStatus will use only an encrypted network traffic via industry standard Secure Socket Layer (SSL).

c. Without limiting the parties’ respective rights under the Master Services Agreement, District shall own all data and records provided to SchoolStatus by District that are subject to California Education Code Sections 49073 et seq., (“District Data”) and all intellectual property rights therein. District grants to SchoolStatus a perpetual, exclusive, royalty-free license to aggregate District Data and to use, modify, distribute, and create derivative works based on District Data as so aggregated solely for the purposes of (i) providing the Software and Services to the District during the Order Term, and (ii) referencing and documenting SchoolStatus’s experience and capabilities. District acknowledges that SchoolStatus owns proprietary intellectual property which it uses to provide the Software and perform the Services to District hereunder. SchoolStatus shall own and retain all intellectual property rights in any and all reports, statistics, and other works of authorship, products or processes produced in the performance of Services or provision of Software hereunder (“SchoolStatus Intellectual Property”). Notwithstanding the foregoing, District grants SchoolStatus a perpetual, exclusive, royalty-free license to use de-identified District Data for any purpose otherwise allowed by law. As set forth in the Master Services Agreement, District and SchoolStatus shall cooperate to preserve the confidentiality of District Data as mandated by applicable federal and state law.

d. SchoolStatus will neither disclose District Data nor access District Data except as needed to perform the functions of the software and the Notification System, as it is related to attendance management programs or otherwise permitted under the Agreement. SchoolStatus will not use any Pupil Records disclosed or transmitted to SchoolStatus by District to engage in targeted advertising.

e. SchoolStatus shall:

i. provide its basic support for the SchoolStatus Attend product to District at no additional charge, and/or

ii. use commercially reasonable efforts to make software available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which SchoolStatus shall give at least 4 hours’ notice online or via email and which SchoolStatus shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday Pacific Time), or (b) any unavailability caused by circumstances beyond SchoolStatus’s reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving SchoolStatus’s employees), failures, downtime or delays by an Internet Service Provider or third-party social platform, or denial of service attacks.

1.8 Following SchoolStatus’s receipt of the signed Order Form, a SchoolStatus District Support Specialist shall contact District to discuss and finalize the Implementation Process and Production Schedule, which shall establish deadlines, delivery dates, materials to be supplied by District and other items necessary to complete the SchoolStatus Attend implementation.

1.9 Important phases of the Implementation Process include the following:

a. SchoolStatus Attend Initial Call: Review Implementation process with contract signer.

b. SchoolStatus Attend Welcome Call: Implementation web meeting with the contract signer and designated district stakeholders to review SchoolStatus Attend process, determine target dates for training, and review district decision points.

c. The ROBOT installation and initial IT Data Collection: The SchoolStatus Data Support Specialist works with the District IT/SIS contact to begin the data collection process by identifying and collecting codes from the SIS and collecting preliminary sample sets of data for configuration and testing.

d. Finalize the Production Schedule: The SchoolStatus Implementation Team will provide a Production Schedule for the entire school year to the District Attendance day-to-day contact.

e. Final District Validation: The SchoolStatus Implementation Team confirms implementation and obtains user information. A Verification Report is emailed to the District for review and final sign-off.

f. Ongoing Service. Once implementation is complete a Service Team will be assigned to your district. You will have access to:

i. Live Help Desk

ii. Unlimited online training and support

iii. Throughout your Order Term you will have access to ongoing analysis and consultative reporting prepared and presented by SchoolStatus Attend.

iv. Reporting options are listed below:

1. Chronic Absentee Reports with student detail

2. Mid-Year Summary Report

3. Comprehensive End-of-Year Results

4. Ongoing Communications that may be sent by SchoolStatus Attend to all users:

5. SchoolStatus Attend Did You Know application tips and tricks

6. SchoolStatus Attend Communiqués status and result updates

7. Weekly or every other week e-mail reminders during review period.

1.10 District Responsibilities. Without limiting its other responsibilities under the Agreement:

a. District will be responsible for providing support and computer equipment for the Authorized Users compatible with the technology requirements specified by SchoolStatus, including, but not limited to:

i. providing any Authorized Users with a computer on which a web browser compatible with SchoolStatus’s software is installed, and

ii. ensuring that the District’s computer systems meet the technology requirements specified by SchoolStatus for:

the operation of the ROBOT or any other Software installed on District’s systems pursuant to this Agreement, and

access by SchoolStatus to the data collected by the ROBOT.

b. Protecting SchoolStatus Intellectual Property (as that term is defined in Section 1.7(c) by taking steps to preserve the confidentiality of SchoolStatus Confidential Information, which shall, at a minimum, include all steps taken by District to protect District’s own confidential information;

c. Promptly advising SchoolStatus in writing immediately once District becomes aware of any actual or threatened unauthorized use or disclosure of any of the SchoolStatus Confidential Information;

d. Ensuring that District and District personnel who use SchoolStatus products or services, including, but not limited to, the Services and the Software, comply with the terms and restrictions contained herein, including, but not limited to enforcing these Terms and Conditions to its employees as to the confidentiality of the SchoolStatus Confidential Information and taking such action, legal or otherwise, to the extent necessary to cause District’s employees to comply with these Terms and Conditions and thereby prevent any disclosure or unauthorized use. Uses that are unauthorized uses include, but are not limited to, those uses explicitly set forth below;

i. District shall not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit or make the Services, Software, any SchoolStatus Confidential Information, and/or any related materials pertinent thereto available to any third party;

ii. District shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Services, Software, or SchoolStatus Confidential Information or access the Services, Software, or SchoolStatus Confidential Information in order to build a similar or competitive product, software, or service or to assist any third party in building a similar or competitive product, software, or service, including, but not limited to, accessing the Services, Software, or SchoolStatus Confidential Information for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes;

1.11 District will be responsible for ensuring that it has the necessary and required consent from the parents or guardians of each student, as required by and in accordance with the applicable laws and regulations, to engage SchoolStatus and its subcontractors to send notifications via emails or text messages.

2. SchoolNow

2.1. Grant of License

Subject to the terms and conditions herein, SchoolStatus hereby grants Customer a nonexclusive license to (i) access and utilize SchoolNow Hosted Edition (the ‘Software’) on SchoolStatus’s application server over the Internet, and (ii) transmit data related to Customer’s use of the Software over the Internet.

2.2. Use and Access

a. Subject to the restrictions on use as set forth herein, Customer will have access to the Software and SchoolStatus’s application server for the purpose of using the software solely for its intended purpose and in accordance with the specifications set forth in any documentation relating to the Software provided by SchoolStatus. Such use and access will be continuous on a 24/7 basis except for interruptions by reason of maintenance or downtime beyond SchoolStatus’s reasonable control.

b. Customer will use the Software only for its internal school operations and will not permit the Software to be used by or for the benefit of anyone other than Customer. Customer will not have the right to re-license or sell rights to access and/or use the Licensed Software or to transfer or assign rights to access or use the Software, except as expressly provided herein. Customer may not modify, translate, reverse engineer, decompile or create derivative works based upon the Software. Customer agrees to use the Software in a manner that complies with all applicable laws including intellectual property and copyright laws. SchoolStatus expressly reserves all rights not expressly granted to Customer herein.

c. Customer will not: (i) transmit or share identification or password codes to persons other than authorized users, (ii) permit the identification or password codes to be cached in proxy servers and accessed by individuals who are not authorized users, or (iii) permit access to the software through a single identification or password code being made available to multiple users on a network.

2.3. Unlimited Calling, E-mailing and Texting Restriction

Customer may send unlimited calls, emails, and texts during the term of this Agreement to the recipient numbers and email addresses based on the enrollment number provided (qualifying personnel included in service at no extra charge) at the time of sign up or on the renewal date. Calls and texts will be limited to the North American Numbering Plan. Valid recipients include ( parents, guardians, students, employees, faculty and administrative staff. Calls, emails, or texts to others outside of this enrollment and qualifying personnel are strictly prohibited. All recipients must opt into communications from your school to be called, emailed, or texted.

2.4. Definition of Unlimited Calls

Certain plans are classified as “unlimited,” which means you can send an unlimited number of time-sensitive messages to a relatively static list of members or recipients, provided, however, that messages conform with all FTC and FCC regulations, and are not considered as “spam” by your recipients. Spam is defined as any activity whereby you directly or indirectly transmit content to any email address that has not solicited such content and does not consent to such transmission. For the avoidance of doubt, spam includes but is not limited to unethical and / or unwanted commercial content, content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further any unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing).

The following results may result in a plan adjustment or account cancellation by SchoolStatus: Frequently changing recipient lists; frequently sending messages that have a high percentage of disconnected numbers; frequent hang-ups by recipients shortly after the call begins; receiving a high percentage of opt-out requests from your recipients.

2.5. Minimum Age

You are prohibited from using or registering for the Campus Suite system for notifications for individuals under the age of eighteen. By using or registering for the SchoolNow system, you represent and warrant to SchoolStatus that your users are above the age of eighteen, or for whom you have obtained parental consent.

2.6. Customer Represent and Warrants

Customer Represents and warrants that one (1) user is knowledgeable concerning the restrictions under federal, state and local laws and regulations that may apply to customer’s use of SchoolNow and other automated communication services ordered hereunder, and two (2) each use by the user of SchoolNow shall comply in all respects with all such applicable laws and regulations, including but not limited to the type and identity of each call recipient, transmission of a valid caller-ID, customer’s relationship to each call recipient, the call date and time selected by the user and the content and timing of each call. Any unlawful use by the user of SchoolNow is strictly prohibited. Customer and the person executing this Agreement jointly and severally represent and warrant that such person is fully authorized to execute and deliver the Agreement on behalf of the customer.

2.7. Ownership of Intellectual Property

Title to any proprietary rights in the Software or SchoolStatus’s web site will remain in and be the sole and exclusive property of SchoolStatus. Customer will be the owner of all content created and posted by Customer.

3. Good Governance

3.1 Commencing on the Effective Date specified in the Order Form, SchoolStatus grants to District a nonexclusive license, for the purposes and subject to the terms and conditions stated in the Order Form, for those users identified by District as needing to access the Software and Services (as those terms are defined in “Services” Section below) as part of their job duties and approved by SchoolStatus, which approval may not be unreasonably withheld (individually an “Authorized User” and collectively the “Authorized Users”), to use and access the Software and Services.

3.2 SchoolStatus agrees to provide District the following consulting services (“Services”) during the Order Term:

a. Prepare and file (based on the District’s Participation Status in the Mandate Block Grant Program, with information provided by the District):

i. Any applicable prior year reimbursement claims based on program participation;

ii. Late and amended reimbursement claims, based on program participation; and

iii. Newly claimable programs approved by the Commission on State Mandates (“Commission”) if the filing deadline is within the Order Term.

b. Hold training sessions for District’s staff during the Order Term, as necessary or appropriate (as reasonably determined by SchoolStatus);

c. Conduct interviews with District staff and document processes regarding mandate programs;

d. Conduct a review of the District’s Comprehensive School Safety Plan to determine areas of deficiency and training needs;

e. Provide interim and annual reports on:

i. Program performance;

ii. Claim performance for all applicable claims; and

iii. Analysis comparing Mandated Program options in preparation for the District’s yearly program election decision.

f. Monitor District’s mandated cost tracking systems;

g. Research and assist District with data collection for test claims approved by the Commission during the Order Term;

h. Serve as a liaison with the State Controller’s Office and Commission regarding (i) statewide cost estimate request responses, and (ii) general questions from the State Controller’s Office;

i. Provide representation of District with respect to any State audit of mandate reimbursement claims that were prepared and submitted with SchoolStatus’s assistance pursuant to this Agreement, unless prior to claim submission SchoolStatus advised District that SchoolStatus would not provide audit assistance, due to potentially unresolved audit issues (such as documentation or data problems) or claim rejection concerns.

3.3 Data.

a. District shall own all data and records provided to SchoolStatus by District that are subject to California Education Code Sections 49073 et seq., (“District Data”) and all intellectual property rights therein. District grants to SchoolStatus a perpetual, exclusive, royalty-free license to aggregate District Data and to use, modify, distribute, and create derivative works based on District Data as so aggregated solely for the purposes of (i) providing and improving the Services to the District during the Order Term as set forth therein, and (ii) referencing and documenting SchoolStatus’s experience and capabilities, but only to the extent SchoolStatus’s use does not violate Subsection (b) below.

b. SchoolStatus will neither disclose District Data nor access District Data except as needed to perform and/or improve the Services. All data access will occur on a mutually agreed upon basis to accommodate the frequency of notification distribution. SchoolStatus will not use any Pupil Records disclosed or transmitted to SchoolStatus by District to engage in targeted advertising.

3.4 District Responsibilities and Obligations. District shall be responsible for the following:

a. ensuring District has record retention policies sufficient to maintain original documentation used in support of claims (for audit or examination by any State or regulatory agency); and

b. maintaining original supporting documents for a period of four (4) years after the State’s first payment of the claim; and

c. District shall provide SchoolStatus all records and information relevant to any claim in a timely manner and contact information for District’s personnel to whom SchoolStatus may direct inquiries. District understands and agrees that the results of SchoolStatus’s inquiries, the documentation obtained from District and other corroborating information may be used by SchoolStatus for filing and/or supporting the reimbursement claims, or responding to audits or investigations.

d. Claim Approval. Upon presentation of a claim for District’s approval, District agrees to review the claim and respond to SchoolStatus by either: (a) certifying to SchoolStatus, under penalties of perjury, that the time, costs and other data collected by District and furnished to SchoolStatus in support of the claim are true and correct; or (b) provide SchoolStatus with notice specifying why the foregoing certification may not be true. All notices and certifications must comply with the following requirements:

i. Be in writing, directed to the Party’s address set forth below such Party’s signature in the Agreement and shall be deemed to be received in accordance with the following: (a) in the case of personal delivery, on the date of such delivery; (b) in the case of facsimile transmission, on the date upon which the sender receives confirmation by facsimile transmission that such notice was received by the addressee, provided that a copy of such transmission is additionally sent by mail as set forth in (d) below; (c) in the case of overnight courier, on the second business day following the day such notice was sent, with receipt confirmed by the courier; and (d) in the case of mailing by first class certified mail, postage prepaid, return receipt requested, on the fifth business day following such mailing.

ii. A Party may change the address stated in the Agreement by giving notice to the other Party.

3.5 For Districts that Elect the Mandate Block Grant. The District acknowledges and agrees that the Good Governance and Program Advisory Services, provided by SchoolStatus, in connection with potential audit matters, consists of providing recommendations and support with forms and back-up documentation collected. It is the District’s responsibility to ensure the District’s compliance with all mandate block grant requirements.

3.6 California False Claims Act. District acknowledges that reimbursement claims filed under this Agreement constitute “claims” under the California False Claims Act (California Government Code Section 12650, et seq.) (“False Claims Act”) and consequently, District, its employees, contractors and other persons acting on its behalf, may be subject to the provisions of the False Claims Act. Among other things, the False Claims Act imposes liability for treble damages, penalties and costs of civil recovery actions upon persons who “knowingly” present or cause to be presented false claims, or who “knowingly” make or cause to be made false records or statements in support of a claim. Under the False Claims Act, “knowingly” means that a person, with respect to information, has actual knowledge of the information or acts in deliberate ignorance or reckless disregard of the truth or falsity of the information.

4. Behavior Alert^SM.

SchoolStatus shall provide District the following software (“Software”) and services (“Services”) for each of the school sites listed on Order Form under Sites (“Sites”) during the Order Term. The Software and Services provided pursuant to this Section 4 are collectively referred to as the “Teacher Notification Service.”

4.1 Access By Authorized Users. Provide each Authorized User with a unique login username and password combination (an “Authentication Credential”), which District and its employees shall not disclose to any other person (including, but not limited to, other employees of District) other than the Authorized User for which SchoolStatus issues the Authentication Credential. SchoolStatus will issue Authentication Credentials for new Authorized Users during the Order Term. Such new Authentication Credentials shall be subject to the restrictions and requirements set forth above in this section pertaining to Authorized Users and Authentication Credentials.

4.2 Description of Services.

a. Provide access to online software for the purpose of tracking and notifying teachers of pupils in their class(es) who have engaged in or are reasonably suspected to have engaged in, within the previous three (3) years any suspension or expulsion acts described in Education Code Sections 48900 (except possession/use of tobacco), and 48900.2 – 48900.7.

b. Provide online access to Notification Management and Analysis Reports covering a 3-year discipline period.

c. Serve as District’s liaison with the California Department of Education and the California State Controller’s Office regarding information requests, clarifications or compliance reviews that may occur regarding the Services.

d. Deliver the final product in accordance with the Production Schedule as defined on the Order Form (All notifications, products, and other materials provided as part of the Services are occasionally referred to as “Teacher Notification Materials”.)

e. Description of Software. In order to provide the Services, SchoolStatus will, as part of the Software provided under this Agreement, install on the computer systems of the District a software program (referred to as the ROBOT). The ROBOT is SchoolStatus’s encryption and delivery mechanism and is a JAVA application that uses a secure, read-only (District) configured ODBC connection. SchoolStatus will use the ROBOT to gather the data necessary to perform the Services. District hereby gives SchoolStatus the right to access District’s computers systems for the purpose of installing the ROBOT and accessing the data gathered by the ROBOT.

4.3 Data Collection & General Provisions.

a. SchoolStatus will install and configure the ROBOT remotely. SchoolStatus will only use commercially accepted practices to access District’s data environment to install and configure interfacing applications between the Software and District’s Student Information System. A list of data elements that the ROBOT will pull as part of the Services is described on the Order Form.

c. District shall own all data and records provided to SchoolStatus by District that are subject to California Education Code Sections 49073 et seq., (“District Data”) and all intellectual property rights therein. District grants to SchoolStatus a perpetual, exclusive, royalty-free license to aggregate District Data and to use, modify, distribute, and create derivative works based on District Data as so aggregated solely for the purposes of (i) providing the Software and Services to the District during the Order Term as set forth therein, and (ii) referencing and documenting SchoolStatus’s experience and capabilities, but only to the extent SchoolStatus’s use does not violate Section (d) below. District acknowledges that SchoolStatus owns proprietary intellectual property which it uses to provide the Software and perform the Services to District hereunder. SchoolStatus shall own and retain all intellectual property rights in any and all reports, statistics, and other works of authorship, products or processes produced in the performance of Services or provision of Software hereunder. Notwithstanding the foregoing, District grants SchoolStatus a perpetual, exclusive, royalty-free license to use de-identified District Data for any purpose otherwise allowed by law. District and SchoolStatus shall cooperate to preserve the confidentiality of District Data as mandated by applicable federal and state law.

d. SchoolStatus will neither disclose District Data nor access District Data except as needed to perform the functions of the software as it is related to teacher notifications. All data access will occur on a mutually agreed upon basis to accommodate the frequency of notification distribution. SchoolStatus will not use any Pupil Records disclosed or transmitted to SchoolStatus by District to engage in targeted advertising.

4.4 District’s Responsibilities; District Acknowledgment. District will be responsible for the following:

a. The substantive outcomes of the Services;

b. Preparing and furnishing to SchoolStatus, promptly upon its request, such information that is reasonably necessary to perform the Services and/or install the Software;

c. Completing the District Information and Deadlines form, provided at Section 4.8 herein and providing the completed form to SchoolStatus;

d. Accurately preparing and maintaining true and correct student documentation and records;

e. Establishing and maintaining data collection and tracking procedures and other internal controls sufficient to support this service;

f. Ensuring that the District’s computer systems meet the technology requirements specified by SchoolStatus for (i) the operation of the ROBOT or any other Software installed on District’s systems pursuant to this Agreement and (ii) access by SchoolStatus to the data collected by the ROBOT;

g. Ensuring that District personnel do not delete, modify, or otherwise impair the operation of the ROBOT or any other Software installed on District’s systems pursuant to this Agreement;

h. Providing the assistance and contact information of District personnel. SchoolStatus has explained SchoolStatus’s requirements in this regard to District and District agrees to meet these requirements;

i. Protecting SchoolStatus Confidential Information (as that term is defined in Section 4.5, below) by taking steps to preserve the confidentiality of SchoolStatus Confidential Information, which shall, at a minimum, include all steps taken by District to protect District’s own confidential information;

j. Promptly advising SchoolStatus in writing immediately once District becomes aware of any actual or threatened unauthorized use or disclosure of any of the SchoolStatus Confidential Information (as that term is defined in Section 4.5, below);

k. Ensuring that District and District personnel who use SchoolStatus products or services, including, but not limited to, the Services and the Software, comply with the terms and restrictions contained herein, including, but not limited to enforcing these Terms and Conditions to its employees as to the confidentiality of the SchoolStatus Confidential Information and taking such action, legal or otherwise, to the extent necessary to cause District’s employees to comply with these Terms and Conditions and thereby prevent any disclosure or unauthorized use (as such unauthorized uses are set forth in Section 4.5, below) of the SchoolStatus Confidential Information by any of District’s employees; and

l. Within fifteen (15) business days of termination or expiration of the Agreement for any reason (including, but not limited to, any fault of SchoolStatus or District) with respect to any SchoolStatus Confidential Information in the control or possession of District, and at SchoolStatus’s election, either (i) destroy SchoolStatus Confidential Information and certify to SchoolStatus in writing that such destruction has in fact been completed in its entirety (including, but not limited to, the permanent deletion of all electronic data) or (ii) return to SchoolStatus the SchoolStatus Confidential Information. SchoolStatus shall have the sole and absolute discretion to decide between destruction of SchoolStatus Confidential Information and return of SchoolStatus Confidential Information and may make different elections for different components of SchoolStatus Confidential Information.

4.5 Restrictions. During performance of the Agreement, SchoolStatus may provide materials or disclose to District certain materials or information which SchoolStatus considers proprietary or confidential (“SchoolStatus Confidential Information”). SchoolStatus Confidential Information includes but is not limited to SchoolStatus ‘s training handbooks; policy manuals; instructions; copyrighted checklists and forms; all written, oral, electronic, or visual information or data which are non-public, confidential, competitively sensitive, personal, or proprietary in nature; the materials and/or the information provided by SchoolStatus to District (whether before or after the execution of this Agreement); information contained in any and all pending patent applications by SchoolStatus; trade secrets belonging to SchoolStatus; any and all software owned and/or created by SchoolStatus including but not limited to the Software; manuals; forms; data; data tables; draft letters; questionnaires; and similar information, material, or documents; and any and all copies of the foregoing. Therefore, the rights granted to District in this Agreement are subject to the following:

a. District acknowledges the confidential and proprietary nature of the SchoolStatus Confidential Information and agrees to hold and keep the SchoolStatus Confidential Information confidential and otherwise agrees to each and every restriction and obligation set forth in this Agreement. District shall use the SchoolStatus Confidential Information solely as part of the Services provided under this Agreement and solely during the term of this Agreement (the “Authorized Uses”). District shall not use or permit any of its employees to use any of the SchoolStatus Confidential Information for any reason or purposes other than the Authorized Uses. Uses that are not Authorized Uses include, but are not limited to, those uses explicitly set forth below;

i. District shall not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit or make the Services, Software, Teacher Notification Materials, any SchoolStatus Confidential Information, and/or any related materials pertinent thereto available to any third party;

iii. Except as expressly stated herein, no part of the Teacher Notifications Service, Software, Teacher Notification Materials, or SchoolStatus Confidential Information may be copied, reproduced, distributed, republished, downloaded, displayed, posted, transmitted, or otherwise disclosed in any form or by any means (including but not limited to electronic, mechanical, photocopying, recording, or other means) except with the express prior written consent of SchoolStatus;

iv. District shall not disclose any review of the Teacher Notification Service or (including but not limited to the results of any performance tests) to any third party without SchoolStatus’s prior written approval;

v. District agrees to make every reasonable effort to prevent unauthorized third parties from accessing the Teacher Notification Service, Software, or the SchoolStatus Confidential Information (or any portion thereof);

vi. District acknowledges and agrees that SchoolStatus or its third-party providers shall own all right, title and interest in and to all intellectual property rights (including all derivatives or improvements thereof) in the Teacher Notification Service, Software, the Teacher Notification Materials, and SchoolStatus Confidential Information and any suggestions, enhancement requests, feedback, recommendations or other information provided by District or any other party relating to the Teacher Notification Service, Software or the Teacher Notification Materials;

vii. District agrees that District shall not use the SchoolStatus Confidential Information, whether directly or indirectly, to assist, whether directly or indirectly, any business that competes with SchoolStatus;

viii. District agrees that District shall not use the SchoolStatus Confidential Information in any way, shape, or form after the expiration or termination of this Agreement;

ix. District agrees that District shall not permit any use of the SchoolStatus Confidential Information by a third party other than District except with the express prior written consent of SchoolStatus;

x. District agrees that District shall not use or permit to be used the SchoolStatus Confidential Information in any way, shape, or form that attributes the SchoolStatus Confidential Information as having been created, developed, prepared, derived, designed, protected, or owned by any person other than SchoolStatus;

xi. District agrees that District shall not use the SchoolStatus Confidential Information in any way that is detrimental to the interests of SchoolStatus;

xii. District shall carefully restrict access to the Services, Software, Materials, and SchoolStatus Confidential Information to only those of District’s employees who (i) require such access in order to perform their job duties, and (ii) are informed by District of the confidential nature of SchoolStatus Confidential Information and the obligations pursuant to these Terms and Conditions, including, but not limited to, the provisions of Sections 4.4 and 4.5 of these Terms and Conditions; and

xiii. District acknowledges and agrees that all of the restrictions of this section shall apply to any SchoolStatus Confidential Information provided to the District as part of any negotiations for the renewal or extension of this Agreement.

4.6 Disclaimer of Warranties: Behavior Alert. Except as provided otherwise herein, SI SchoolStatus and its third-party providers hereby disclaim all express or implied representations, warranties, guaranties, and conditions with regard to the Teacher Notification Service, Software, the Teacher Notification Materials, and the Services including but not limited to any implied representations, warranties, guaranties, and conditions of merchantability, fitness for a particular purpose, title and non-infringement, and quality of service. SchoolStatus and its third-party providers make no representations or warranties regarding the reliability, availability, timeliness, quality, suitability, truth, accuracy or completeness of the Teacher Notification service, Software, the Teacher Notification Materials, or the Services or the results district may obtain by using the Teacher Notification Service, Software, the Teacher Notification Materials, or the Services. Without limiting the generality of the foregoing, SchoolStatus and its third-party providers do not represent or warrant that (a) the operation or use of the Teacher Notification Service, Software or Teacher Notification Materials will be timely, secure, uninterrupted or error free; (b) the quality of any products, services, information, or other material district purchases or obtains through the Teacher Notification Service and Software will meet district’s requirements; and (c) the Teacher Notification Service, Software, Teacher Notification materials, or the systems that make the Service available are free of viruses or other harmful components. District acknowledges that neither SchoolStatus nor its third-party providers controls the transfer of data over communications facilities (including the Internet) and that the Teacher Notification Service, Software and Teacher Notification Materials may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. SchoolStatus is not responsible for any delays, delivery failures, or other damage resulting from such problems. Except where expressly provided otherwise by SchoolStatus, the Teacher Notification Service, Software, the Services, and the Teacher Notification Materials are provided to District on an “as is” basis.

4.7 Right of Termination by SchoolStatus. If District violates any of District’s covenants, restrictions, or responsibilities in this Section 4, SchoolStatus shall have the unilateral right to terminate this Agreement in SchoolStatus’s sole and absolute discretion. Upon termination of this Agreement pursuant to this Section 4.7, (a) SchoolStatus will invoice District for Fees owing within the Order Term and District shall pay the full invoice amount within thirty (30) days after receipt of SchoolStatus’s invoice and (b) District will have ten (10) days to download and/or print all historical information and work in progress. SchoolStatus’s right of termination in this Section 4.7 is in addition to, and independent from, any other right of termination contained within the Agreement.

4.8 District Information and Deadlines Form

DISTRICT INFORMATION AND DEADLINES

Following SchoolStatus’s receipt of the signed Agreement, an Implementation Specialist shall contact District to discuss and finalize the Implementation Process and Schedule, which shall establish deadlines and delivery dates to be supplied by District and other items necessary to complete the Behavior AlertSM implementation.

Important phases of the Implementation Process include the following:

Behavior Alert^SM Initial Call: Review Implementation process with contract signer.

The ROBOT installation and initial IT Data Collection: The SI&A Implementation Specialist works with the District IT/SIS contact to begin the data collection process by identifying and collecting codes from the SIS and collecting preliminary sample sets of data for configuration and testing.

District Contact Information

Day-to-Day District Contact

Name:

Title:

Phone:

Email:

Day-to-Day District IT Contact

Name:

Title:

Phone:

Email:

5. School Accountability Report Card (“SARC”)

5.1 SchoolStatus agrees to provide District the following consulting services (“Services”) during the Order Term:

a. Compile the SARC (in English) for each school site listed on the Order Form (“School Sites”) for each school year included in Initial Term. Compile the next successive FY SARC in the Successive Term(s) for the entire length of the Order Term. This compilation of SARC includes, but is not limited to, the following: (a) an assessment of the school’s conditions pursuant to Proposition 98, (b) California Education Code Sections 17002, 17014, 17032.5, 17070.75, 17089, 32286, 52056, 60119, 33126, 35256, 35256.1, 35258, 41409 and 41409.3, (c) California Department of Education changes to the SARC per Eliezer Williams, et al., vs. State of California, et al., and (d) Title I, Section 1111(b)(2)(H). Upon District’s request, SchoolStatus may translate the SARC into a different language for an additional fee, as indicated on the Order Form;

b. In each SARC, disclose the salary and budget information for districts that operate more than one (1) School Site, pursuant to the California Education Code Section 41409.3;

c. Provide District with one (1) hard copy of the SARC for each School Site and an Adobe Acrobat Reader PDF file. Additional copies are outside the Initial Scope of Services, however, upon District’s request, more copies will be provided for an additional fee, which shall be billed separately;

d. Serve as District’s liaison with the California Department of Education and other government entities regarding (a) information requests, (b) clarifications, or (c) compliance reviews that may occur;

e. Maintain appropriate record keeping practices per State regulations;

f. Prior to finalizing the SARC, SchoolStatus shall verify the propriety and accuracy of the information contained therein with District. District shall be entitled to a maximum of three (3) reviews and three (3) revisions of the draft version of the SARC prior to publishing within the Initial Scope of Services and Fees. Revisions within the Initial Scope of Services include, but are not limited to, changes to State or district data. If District’s proposed changes exceed either the Initial Scope of Services or the three (3) revisions maximum, the Parties shall execute an amendment to the Agreement and additional fees shall apply. In such event, SchoolStatus shall provide District with an Agreement amendment describing the additional amounts of time and fees of the proposed revisions for District’s review, approval and signature. SchoolStatus will not perform additional services until such amendment is executed. Requests for additional revisions submitted after the Production Schedule (as defined in Order Form) may cause a delay of the final SARC delivery and result in additional fees under this Agreement; and

g. Complete delivery of the final SARC per the agreed upon Production Schedule (as defined in Order Form).

5.2 Data.

a. District shall own all data and records provided to SchoolStatus by District that are subject to California Education Code Sections 49073 et seq., (“District Data”) and all intellectual property rights therein. District grants to SchoolStatus a perpetual, exclusive, royalty-free license to aggregate District Data and to use, modify, distribute, and create derivative works based on District Data as so aggregated solely for the purposes of (i) providing the Services to the District during the Order Term as set forth therein, and (ii) referencing and documenting SchoolStatus’s experience and capabilities, but only to the extent SchoolStatus’s use does not violate Subsection (b) below. Notwithstanding the foregoing, District grants SchoolStatus a perpetual, exclusive, royalty-free license to use de-identified District Data for any purpose otherwise allowed by law.

b. SchoolStatus will neither disclose District Data nor access District Data except as needed to perform the Services. All data access will occur on a mutually agreed upon basis to accommodate the frequency of notification distribution. SchoolStatus will not use any Pupil Records disclosed or transmitted to SchoolStatus by District to engage in targeted advertising.

5.3 Scope of Services; Independent Contractor. SchoolStatus’s services described in the Agreement (the “Services”) detail the initial scope of services anticipated by SchoolStatus as of the effective date of the Agreement (“Initial Scope of Services”). District acknowledges that the Fee is based on this Initial Scope of Services. If SchoolStatus determines that the Initial Scope of Services may be or has been increased anytime during the Order Term, SchoolStatus reserves the right to increase the Fee to compensate for the unanticipated or additional services as mutually agreed upon in writing by both Parties. This Agreement is not for lobbying services and SchoolStatus is not being retained to provide lobbying services to District. The Parties agree that SchoolStatus is an independent contractor and the Agreement shall not be construed to create a relationship of agent, servant, employee, partnership, joint venture, association or any other relationship.

5.4 PROCEDURES FOR COMPLIANCE WITH CALIFORNIA EDUCATION CODE SECTIONS 49073 ET SEQ. AND RELATED STATUTES

Statutory Provision	Procedure and/or Contractual Provision
California Education Code § 49073.1(b)(1): “A local educational agency that enters into a contract with a third party for purposes of subdivision (a) shall ensure the contract contains all of the following:(1) A statement that pupil records continue to be the property of and under the control of the local educational agency.”	See Master Services Agreement, Section 8.5.
California Education Code § 49073.1(b)(2): “A local educational agency that enters into a contract with a third party for purposes of subdivision (a) shall ensure thecontract contains all of the following: (2) Notwithstanding paragraph (1), a description of the means by which pupils may retain possession and control of their own pupil-generated content, if applicable, including options by which a pupil may transfer pupil-generated content to a personal account.”	The services and software provided under this Agreement do not include any pupil-generated content.
California Education Code § 49073.1(b)(3): “A local educational agency that enters into a contract with a third party for purposes of subdivision (a) shall ensure the contract contains all of the following: (3) A prohibition against the third party using any information in the pupil record for any purpose other than those required or specifically permitted by the contract.”	See Master Services Agreement, Section 8.5. See also these Terms and Conditions Sections 1.7(d), 2.3, 3.3 (c) & (d), and 4.2
California Education Code § 49073.1(b)(4): “A local educational agency that enters into a contract with a third party for purposes of subdivision (a) shall ensure thecontract contains all of the following: (4) A description of the procedures by which a parent, legal guardian, or eligible pupil may review personally identifiable information in the pupil’s records and correct erroneous information.”	If a pupil or parent/guardian wants to review information and correct any erroneous information, the following process can occur: 1. Parent, legal guardian, or eligible pupil may submit a request to District using the District’s defined request procedures. 2. The District representative will update the information in their Student Information System which will systematically update reporting information.

Statutory Provision	Procedure and/or Contractual Provision
California Education Code § 49073.1(b)(5): “A local educational agency that enters into a contract with a third party for purposes of subdivision (a) shall ensure the contract contains all of the following: (5) A description of the actions the third party will take, including the designation and training of responsible individuals, to ensure the security and confidentiality of pupil records. Compliance with this requirement shall not, in itself, absolve the third party of liability in the event of an unauthorized disclosure of pupil records.”	SchoolStatus will: a. Only allow database to database connectivity to ensure all student information is always maintained in an audited database format b. Conduct monthly reviews of user access to databases c. Conduct annual training on student data security for all SchoolStatus employees. Training material is available to district upon request. d. Provide access for approved District users to all notification letters on secure SFTP site. e. Designate the Director of Technology as the responsible individual for maintaining the security of student data.
California Education Code § 49073.1(b)(6): “A local educational agency that enters into a contract with a third party for purposes of subdivision (a) shall ensure the contract contains all of the following: (6) A description of the procedures for notifying the affected parent, legal guardian, or eligible pupil in the event of an unauthorized disclosure of the pupil’s records.”	SchoolStatus’s notification to the District Day-to-Day contact individual noted by the District in writing to SchoolStatus will include the following components: 1. Date of unauthorized disclosure 2. Description of disclosure 3. Description of root cause of the disclosure and what changes are being made to prevent future such issues.

Statutory Provision	Procedure and/or Contractual Provision
California Education Code § 49073.1(b)(7): “A local educational agency that enters into a contract with a third party for purposes of subdivision (a) shall ensure thecontract contains all of the following: (7) (A) A certification that a pupil’s records shall not be retained or available to the third party upon completion of the terms of the contract and a description of how that certification will be enforced. (B) The requirements provided in subparagraph (A) shall not apply to pupilgenerated content if the pupil chooses to establish or maintain an account with the third party for the purpose of storing that content pursuant to paragraph (2).”	An aggregated copy of the district’s performance during the time of the contract will be maintained within a reporting database. This is for district comparison purposes and does not contain any student identifiable information. PROCEDURE: 1. All current student data will be de-identified and a unique SchoolStatus student ID code will be assigned to each student. The code will not contain any identifiable information. This will be applied for current year and prior year information. 2. All backups with district information will be recalled and destroyed. 3. This procedure will be completed within 120 days from contract completion. 4. No outside vendor or individuals will participate in the process. 5. A certified letter will be mailed to the District with a list of all activities completed. 6. Enforcement of SchoolStatus’s certification that the above activities have been complete will be accomplished by audit reviews of the activities by the IT Manager.
California Education Code § 49073.1(b)(8): “A local educational agency that enters into a contract with a third party for purposes of subdivision (a) shall ensure the contract contains all of the following: (8) A description of how the local educational agency and the third party will jointly ensure compliance with the federal Family Educational Rights and Privacy Act (20 U.S.C. Sec. 1232g).”	These Terms and Conditions establish SchoolStatus as a school official whose access to student data under this Agreement is in pursuit of SchoolStatus’s legitimate educational interests in performing the services set forth under this Agreement. This designation is in compliance with the Family Education Rights and Privacy Act (20 U.S.C. Sec. 1232g), specifically Section 1232g(b)(1)(A).
California Education Code § 49073.1(b)(9): “A local educational agency that enters into a contract with a third party for purposes of subdivision (a) shall ensure the contract contains all of the following: (9) A prohibition against the third party using personally identifiable information in pupil records to engage in targeted advertising.”	See these Terms and Conditions, Sections 1.7(d), 2.3, 3.3(d), and 4.2

5.5 Termination Due to Changes in State Law. If Legislation is enacted that eliminates or suspends K-12 education mandates, thereby making the filing of mandate reimbursement claims impossible or futile, District may immediately terminate this Agreement. Upon termination, SchoolStatus will invoice District for any Fees owing and District shall pay the full invoice amount within thirty (30) days after receipt of SchoolStatus’s invoice. All other terminations shall be subject to these Terms and Conditions and the MSA governing the Order Form.

6. Effect of Termination of any Services. For Products and Services covered in these Terms and Conditions, the provisions of Sections 1.7(c), 1.7(d), 1.10, 2.3, 3.3(c), 3.4, 3.5, and 3.8 and 4.2 shall survive the termination of these Terms and Conditions.

Terms of Service for SchoolStatus Attend, Good Governance, SARC, and Behavior Alert

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