1.1 Subject to all terms and conditions of this Agreement, Schoolzilla grants You a limited, non-exclusive, non-sublicensable, royalty-free, non-transferrable license to access and use the Services that You have selected in connection therewith, through the online registration and account maintenance processes (“Account Administration”), for Your internal, non-commercial, educational purposes. The Services are subject to modification, restriction, or suspension from time to time at Schoolzilla’s sole discretion, for any purpose deemed appropriate by Schoolzilla (including if You exceed any applicable usage caps Schoolzilla opts to place on certain Services, in its discretion).
Schoolzilla’s services exist to help you better serve your students’ educational needs. Once you’re licensed to use our services, the license is intended for you and can’t be given to or shared with anyone else. As we’re always striving to make a better product with better services, we’ll sometimes modify these services. These modifications are intended to provide Data Champions like you with better decision-making tools as you work to help your students succeed!
1.2 Schoolzilla reserves the right, in its sole discretion, to modify this Agreement at any time by posting a notice on the www.schoolzilla.org website (“Website”), and by sending You a notice. You shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Services following such notification constitutes Your acceptance of the terms and conditions of this Agreement as modified.
If it becomes necessary for us to change these terms, we’ll post the changes on our website and do our best to bring it to your attention. If that happens, please make sure you review those changes. If you continue using our services (and we hope you do!), your continued use of Schoolzilla means you’ve accepted those changes.
2.1 You will not, and will not permit any third party to: reverse engineer (except to the limited extent applicable law expressly prohibits such a restriction), decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation, reports, or data related to or generated by the Services; modify, translate, or create derivative works based on the Services (for clarity, Reports (defined below) created subject to all terms and conditions of this Agreement are not derivative works for the purpose of the foregoing prohibition); use the Services for timesharing or service bureau purposes or for any purpose other than its own internal business purposes; use the Services other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to FERPA (defined below) and any applicable privacy laws) or in any manner that infringes or violates the intellectual property rights or proprietary rights of any third party; or use the Services in any manner that is harmful, fraudulent, deceptive, threatening, abusive, obscene, libelous, or otherwise objectionable.
We know imitation is the sincerest form of flattery, but if we’re going to continue providing you with superior services, our product needs to stay unique! Attempts to copy or share our product are not okay.
2.2 You will cooperate with Schoolzilla in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as Schoolzilla may reasonably request. You will establish a username and password (or any other means required by Schoolzilla) for verifying that only Your designated employees (and not students) have direct access to the Services. You will be responsible for maintaining the security of Your account, passwords, and files, and for all uses of Your account with or without Your knowledge or consent.
We’ll work together to make sure that Schoolzilla is working for you. Protecting your data is very important to us, so please help us keep your data secure by making sure you protect all of your credentials, and only provide direct access (i.e., logins) to employees with a legitimate educational interest in the information.
2.3 You will designate an employee who will be responsible for all matters relating to this Agreement (“Primary Contact”). You may change the individual designated as Primary Contact at any time by providing written notice to Schoolzilla (which may be done through Account Administration).
3.1 Except as expressly set forth herein, Schoolzilla (and its licensors, where applicable) will retain all intellectual property rights relating to the Services or any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other party relating to the Services, and You hereby make all assignments necessary to achieve the foregoing. Schoolzilla reserves all rights not expressly granted to You hereunder.
We’re grateful that our customers help us to improve our products and services. As our community grows, we will continue to improve Schoolzilla to meet our customers’ needs. Improvements that we make along the way – based on either our own insights or your suggestions – continue to be our intellectual property.
3.2 As part of the Services, You may, directly or indirectly, provide Schoolzilla with access to certain information about or related to You and/or the school or district You are affiliated with (“School”), including without limitation personally identifiable and/or performance data regarding the students and staff thereof (all of the foregoing, “Data”). You hereby grant Schoolzilla an irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license to use and exercise all rights in the Data in connection with providing and improving its products and Services; provided, however, Schoolzilla will not disclose any Data to a third party in a manner that personally identifies any individual person or School, except as You’ve requested or authorized Schoolzilla to do so through the Services. For avoidance of doubt, the foregoing sentence shall allow Schoolzilla to include aggregated Data (that does not identify You, Your school, or any of Your students or staff individually) in reports provided to other customers.
The security of your students’ data is our number one priority. Schoolzilla is in the business of making sure people in schools can leverage the data they have to help students – we are not in the business of selling data. We will never share identifiable data with another entity without your express permission. At times, we may include aspects of your data in aggregated and anonymous reports to other customers, but those reports will not include any information personally identifying your schools, your colleagues, or your students.
3.3 In connection with the Services, Schoolzilla may, or may permit You to, generate reports using or in connection with the Data (“Reports”). For avoidance of doubt, Reports are part of the Services and are owned by Schoolzilla, and You hereby make all assignments necessary to achieve the foregoing. The Services may allow You to make Data and/or Reports available to other users of the Services (such groups or individuals you’ve selected through the Services, “Users”). You hereby grant such Users an irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license to use and exercise all rights in such Data and Reports.
Since your data is always yours, you are welcome to create new reports and share reports with others authorized to see the data in the report. Please remember that when you share our reports with others, you’re giving them the same rights that you have.
3.4 You may request, through Account Administration or a separate writing executed by both parties (a “Statement of Work,” which is incorporated herein by this reference), that Schoolzilla perform certain professional services in connection with the Services (the “Professional Services”). Anything conceived or reduced to practice in connection with the Professional Services is owned by Schoolzilla. Any work product resulting from the Professional Services that is provided to You by Schoolzilla is part of the Services. You hereby grant Schoolzilla all rights, licenses, and permissions necessary and/or useful in connection with its performance of the Professional Services.
We look forward to working with you directly, in addition to providing you services through the website. If you ask us to work with you directly, through a separate Statement of Work, you’ve given us permission to do that work and that work remains our intellectual property.
3.5 Schoolzilla takes your privacy seriously. Schoolzilla will only use the Reports and Data it receives (directly or indirectly) from You hereunder to exercise its rights and/or fulfill its obligations hereunder, including without limitation to exercise the rights set forth in Section 3.2 above. We will not use the Data for any purpose that is not disclosed in these Terms, including, without limitation, for any targeted advertising.
We take your privacy seriously. Really. We won’t use Reports and Data to do anything other than what we described in this agreement.
3.6 If you want to delete Data you have provided to Schoolzilla, you may do so through the Website or by submitting an email request to support@schoolzilla .org giving us your name and contact information and the data you would like us to delete. Schoolzilla will confirm that your data has been deleted within 5 business days.
Just ask us, and we’ll delete the data you have provided to Schoolzilla as soon as possible, but definitely within 5 business days.
3.7 Notwithstanding anything to the contrary herein, the Data you provide to Schoolzilla is, and always will remain, your property and under your control. When you stop using the Services, we will delete all student records in our possession using industry standard data deletion practices.
Your Data always belongs to you. We will never try to take ownership of individual student records or reports. When this agreement is over, we will delete all your student data in our possession.
3.8 You are responsible for the content of your Data. You can retrieve an individual student’s information using the Services dashboard. If you get a request from a student or a parent/guardian to change or delete any student data, you must make the changes to the source data within your systems. The Service refreshes data on a regular basis. If we are contacted by students, parents or guardians, we will direct their inquiries to you.
You can review the data that we have in our systems through our dashboard tool. If there are mistakes in the data, you need to make the corrections to your source information and our systems will pick up the changes. We will forward any inquiries from students, parents or guardians directly to you.
4.1 The security of Data is of the utmost importance to Schoolzilla. Every Schoolzilla employee participates in training on the importance of and methods for protecting pupil records. Training consists of how to remain compliant with federal and state regulations (e.g . FERPA), Schoolzilla policies, and general security posturing to protect student data (including techniques such as Two Factor Authentication, Drive Encryption, creating and managing strong passwords, etc). Developers peer-review code to make sure changes adhere to best practices for security. Administrators are knowledgeable of security practices and harden the infrastructure with necessary patches, monitor security resources for advisories and vulnerabilities, and scan the environment and application to ensure that student information remains secure.
All Schoolzilla personnel are trained in security practices and procedures designed to keep Your Data under strict internal controls.
4.2 Schoolzilla has procedures in place that are designed to stop threats that may expose personally identifiable information, restore Services to full functionality, document and take proactive steps to ensure the incident cannot be repeated. Schoolzilla will also preserve necessary evidence for investigation by security professionals and law enforcement as appropriate. In the unlikely event of an unauthorized disclosure of records, Schoolzilla will follow its Security Incident Response Procedure, which articulates how to report the problem to internal and external stakeholders. The notification process includes any information that can identify which customers and students may have been impacted, the data that may have been accessed, Schoolzilla’s process to inform affected customers, and steps to prevent the incident from happening again as appropriate.
In the unlikely event of an unauthorized disclosure of Data, Schoolzilla has implemented a process for responding to incidents and notifying affected individuals and, if applicable, law enforcement personnel.
Schoolzilla offers You support at support.schoolzilla.org. Schoolzilla will use commercially reasonable efforts to respond to Your support requests in a timely manner, but unfortunately can’t promise that it can fix the problem you may be having.
We appreciate how hard you work for students, and want to be there for you if issues arise while you are using our service. We make our best effort to respond as quickly as possible when you submit a support request at support.schoolzilla.org.
6.1 You understand and agree that fees applicable to the Services and those incurred in connection with the Professional Services as set forth in the applicable Statement of Work. All fees are quoted in United States dollars.
We will both agree to fees and detail them in a Statement of Work.
6.2 Certain Services carry subscription fees (“Subscription Fees”). Subscription Fees will be due on an annual basis (the “Subscription Term”). Before the beginning of each Subscription Term during the term of this Agreement, Schoolzilla will invoice You (or, if You’ve provided a credit card number through Account Administration, will bill that credit card) for the applicable Subscription Fees due for the following Subscription Term. Invoices for Subscription Fees must be paid by the beginning of the Subscription Term or within thirty (30) days after Your receipt thereof, whichever is later.
We expect you to pay any subscription fees before the first day of the subscription term or 30 days after we invoice you (whichever is later).
6.3 Fees for Professional Services shall be paid within thirty (30) days after Your receipt of an invoice therefor, or as otherwise set forth in the applicable Statement of Work.
To keep providing you and our other customers with excellent services and products, we expect payment of any professional services within 30 days of when you receive our invoice . If you’ve made other arrangements with us, those arrangements will be reflected in your Statement of Work.
6.4 Unless otherwise agreed by You and Schoolzilla in writing, all fees are non-refundable for any reason, including without limitation if this Agreement terminates prior to the end of a Subscription Term for which You have pre-paid Subscription Fees. All amounts due hereunder shall be paid in United States Dollars within the United States. Conversion of foreign currency to United States Dollars shall be made at the conversion rate existing in the United States (as reported in the Wall Street Journal) on the first working day of the calendar month during which the applicable payment is due.
Unless you’ve made other arrangements with us (in writing), fees you’ve paid won’t be refunded.
6.5 If the payment information You have provided is incorrect, incomplete, You are late paying any invoice, or Schoolzilla is otherwise unable to complete a transaction or collect timely payment due to Your error or omission, any payment due hereunder that is so delayed shall bear interest at the rate of one percent (1%) per month or the highest rate allowed by applicable law, whichever is less.
Kindly pay us on time, because we really don’t want to charge you interest.
7.1 This Agreement shall remain in full force and effect while You use the Service in strict accordance with the terms, conditions, and limitations of this Agreement. Either party may terminate this Agreement for any reason or for no reason upon written notice to the other party (email sufficing). Schoolzilla may suspend Your access to the Services and the performance of any Professional Services at any time and without notice, if Schoolzilla reasonably believes in its sole discretion that You have breached any of the terms of this Agreement. If we terminate this Agreement (except in the event of a breach of the Agreement by You), we will refund to you a prorated portion of your fees based on the date of termination.
7.2 Upon termination of this Agreement for any reason, Schoolzilla will, upon Your request, use commercially reasonable efforts to provide You with limited assistance to transition the Data stored on the Services to a third party or other repository designated by You. Schoolzilla reserves the right to charge fees for such transition assistance, on a time and materials basis, at Schoolzilla’s then-current rates. Schoolzilla will not be obligated to provide any such transition assistance (a) at any time following the two (2) month anniversary of the effective date of termination, or (b) in excess of fifteen (15) man hours, in the aggregate.
If our relationship ends, we’ll be sad, but we will work to help you transition to storing your data elsewhere. We will charge you an hourly fee for such transitional services. We don’t expect it to take more than 15 hours or two months, so we’ve put those limits in the agreement.
7.3 Upon termination of this Agreement, Your right to use and/or access the Services shall terminate, and Schoolzilla will cease performance of any Professional Services. The following provisions shall survive termination of this Agreement: Sections 3, 6 (as it relates to payment obligations incurred prior to termination), and 7-11 (inclusive). Notwithstanding the foregoing, after termination of this Agreement, You may continue to use Reports created by You, using only Your own Data, that You have downloaded prior to the effective date of termination, solely in accordance with all restrictions herein.
If our relationship ends, you’ll lose access to our services. However, if you’ve found our reports valuable (and we hope you have!), you’re welcome to continue using any reports you created (based on your data) that you downloaded before our services ended.
8.1 The Family Educational Rights and Privacy Act (“FERPA”) requires that U.S. Schools that receive certain federal funds get prior written consent from a parent or guardian of a minor student (“Parent”) before disclosing any educational records regarding such student (“Educational Records”) to third parties. If You are a School and FERPA applies to You, You hereby designate Schoolzilla (including its employees, contractors, and agents) as an “other school official” under FERPA, who have a “legitimate educational interest” in using and accessing such Educational Records, and You hereby represent and warrant that (a) You have obtained all consents necessary in connection with disclosing any Educational Records directly or indirectly to Schoolzilla, Users, or otherwise in connection with the Services, and (b) Your disclosures described in (a) are not and will not be a violation of FERPA.
8.2 Schoolzilla hereby represents and warrants to You that (a) it will perform the Professional Services in a professional and workmanlike manner and (b) it will only use and access the Educational Records in accordance with the terms of this Agreement.
Like you, we’re professionals who take our work and your privacy seriously. When we work with your data, our efforts are intended to meet your students’ educational needs, and we will make sure our actions meet our obligations in this agreement.
8.3 Except as expressly set forth in Section 8.2, the Services, professional Services, reports, and anything provided in connection with this Agreement are provided “as-is, ” without any warranties of any kind. Schoolzilla hereby disclaims all warranties, express or implied, relating to the subject matter hereunder, including, without limitation, all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
9.1 In no event will Schoolzilla (or its licensors or suppliers) be liable for (I) any indirect, punitive, incidental, special, or consequential damages arising out of or in any way connected with the use of the Services, performance of the professional Services, or anything provided in connection with this Agreement, (II) the delay or inability to use the Services or anything provided in connection with this Agreement or otherwise arising from this Agreement, including without limitation, loss or corruption of data, error or omission in the Services, loss of revenue or anticipated profits or lost business or lost sales, and (III) any matter beyond its or their reasonable control, and its obligations hereunder shall be limited to the exercise of commercially reasonable efforts; in each case, whether based in contract, tort (including negligence), strict liability, or otherwise, even if Schoolzilla has been advised of the possibility of damages.
9.2 The total liability of Schoolzilla (and its licensors and suppliers) arising from or relating to this Agreement, whether based in contract, tort (including negligence or strict liability), or otherwise, will not exceed, in the aggregate, the amounts paid by you to Schoolzilla in the twelve (12) month period preceding the applicable claim.
We’d really appreciate if you didn’t sue us. If, however, a lawsuit arises, be aware that we can’t be held liable for more than the total fees you’ve paid us in the last year.
To the extent permitted by law, You shall defend, indemnify, and hold harmless Schoolzilla, its affiliates, and each of its, and its affiliates’, employees, contractors, directors, suppliers, licensors and representatives, from and against any liabilities, losses, claims, and expenses, including reasonable attorneys’ fees, arising from Your actions in connection with Your use of the Services, including any claim that Your actions violate any applicable law or third party right.
You have free will, and if you do something unlawful with our product (and we really hope you won’t), and we get sued, you promise to take responsibility for that lawsuit.
11.1 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
11.2 This Agreement is not (by operation of law or otherwise) assignable, transferable or sublicensable by You except with Schoolzilla’s prior written consent. Schoolzilla may transfer and assign any of its rights and obligations under this Agreement freely and without consent to an acquirer or an affiliate.
This agreement governs our relationship with you and your relationship with us. If you want to include others in this agreement, make sure you get our consent first. If Schoolzilla someday is acquired or merges with another company, we need to be able to transfer our obligations to the acquiring entity.
11.3 This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. If there is any conflict between this Agreement and any Statement of Work, this Agreement shall control (except to the extent the parties expressly state in the applicable Statement of Work that it is intended to supersede any conflicting term herein).
11.4 No agency, partnership, joint venture, or employment is created as a result of this Agreement and You do not have any authority of any kind to bind Schoolzilla in any respect whatsoever. There are no third party beneficiaries to this Agreement.
This agreement is between you and us. We’re providing you with a service, and our relationship doesn’t extend beyond the limits in this agreement.
11.5 All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid.
11.6 This Agreement will be governed by the laws of the State of California, U.S.A. without regard to its conflict of laws provisions. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Alameda County, California using the English language in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Streamlined Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state and federal courts in Alameda County, California.
We’re based in Alameda County, California, and we respect our state’s laws. If some sort of legal dispute arises, the case would be settled in our local jurisdiction. Before going to court, we all agree to go through arbitration in case there’s a dispute about this agreement.
11.7 You hereby grant Schoolzilla the right to use Your name(s), mark(s), and logo(s) to identify You as a Schoolzilla customer, and otherwise in its publicity and marketing materials, unless You notify Schoolzilla in writing otherwise.
We’re really proud to have you as a customer! Your trust in us and in our product means a lot to us, and we love to brag about your achievements for students and schools using Schoolzilla . But if you’re really shy about letting us use your name or logo, let us know (in writing, please) that you don’t want us to identify you as a customer, and we’ll respect your wishes.