Terms and Conditions

Last Updated: July 22, 2025

This Agreement (i.e., these Terms and Conditions and the Order Form(s) into which these Terms and Conditions are incorporated) is made and entered into as of the Effective Date.  In consideration of the mutual promises contained herein, the parties hereby agree to the following:

Definitions

  • “Agreement” refers to these Terms and Conditions along with any executed Order Forms or Service Agreements.
  • “Services” refers to all products, platforms, software, coaching, consulting, and professional development services provided.
  • “Customer” refers to the entity or organization engaging with the Services.
  • “Confidential Information” refers to proprietary, business-sensitive, and personally identifiable information shared between the parties.
  • “Student Data” refers to personally identifiable student information, including but not limited to names, addresses, academic records, and other educational data.
  • “De-Identified Data” refers to data from which personally identifiable information has been removed.

 

Provision of Services

  • The Service Provider shall grant the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services.
  • Any limitations on access will be specified in the applicable Order Form.
  • Service Provider shall ensure that all personnel providing Services are properly trained and qualified.
  • Service Provider shall provide coaching and professional development services in accordance with the BetterLesson Service Terms.

Service Terms

  • Platform & Program Subscription
    • As part of partnering with Service Provider for professional learning services, Customer will have access to a range of supports required to launch and manage an impactful professional learning program. These supports will be offered as part of a Platform & Program Subscription, which will be detailed on the Order Form if it is relevant. Payment for the Platform & Program Subscription will be due 15 days after the start of the contract.  
  • Coaching
    • Coaching Participant Details: The Customer shall provide a complete roster, including first and last names, roles, and email addresses for all participants, 30 days prior to program launch.
    • Coaching Activation: A coaching seat is activated once a participant is matched with a coach, at which point the participant has the ability to schedule meetings with their BetterLesson coach directly.
    • Coaching Seat Reassignment: Coaching seats cannot be reassigned once activated, except in cases of Force Majeure events. 
  • Events (Workshops, Learning Walks, Webinars, etc.)
    • If the Service Provider cancels a scheduled session, it will be rescheduled within the contract year at no additional cost.
    • If the Customer cancels or reschedules a session, the following fees apply:
      • 7 days before a virtual event: Full session fee charged.
      • 14 days before an in-person event: Full session fee charged.
    • Waiver of Fees: Cancellation fees will be waived in cases of Force Majeure events. 
  • Account Management
    • Rescoping Fee: If the Customer requests changes that exceed 50% of the total value of the Scope of Work, Customer will be charged a $10,000 rescoping fee. 
    • Contract Date Extension Fee: If the Customer requests services associated with a Scope of Work be delivered after the contract end date stated on the Order Form, Customer will be charged a $10,000 contract extension fee.

 

Data Ownership

  • Customer Ownership. Customer owns (a) any data Customer inputs or transmits into the Platform that identifies Customer or its students, staff or parents (including Authorized Users) (“Data”), and (b) any other data and content provided by Customer or Authorized Users to Service Provider or input into the Platform, (“Other Data”, and, together with the Data, “Customer Data”). Customer hereby grants to Service Provider a non-exclusive, worldwide, royalty free, fully paid up, sublicensable (through multiple tiers), transferable (i) right and license during the Term to copy, distribute, display and create derivative works of and use the Customer Data to perform Service Provider’s obligations under this Agreement; (ii) perpetual, irrevocable right and license to copy, modify and use Customer Data to create aggregated, non-personally identifiable data or information (“Aggregated Data”) and copy, distribute, display, create derivative works of and use the Aggregated Data for benchmarking, product development, research or development purposes, including published research, and (iii) perpetual, irrevocable right and license to copy, distribute, display and create derivative works of and use Other Data for any and all purposes, in any form, media or manner. Customer reserves any and all right, title and interest in and to the Customer Data other than the licenses therein expressly granted to Service Provider under this Agreement. 
  • Service Provider Ownership. Service Provider retains all right, title and interest in and to the software and services provided, all copies or parts thereof (by whomever produced) and all intellectual property rights therein. Service Provider reserves any and all rights other than the rights expressly granted to Customer under this Agreement. 
  • Feedback. Customer may from time to time provide suggestions, comments for enhancements or functionality or other feedback to Service Provider, and Service Provider has full discretion to determine whether to proceed with development of the requested enhancements, features or functionality. Customer hereby grants Service Provider a royalty-free, fully paid-up, worldwide, transferable, sublicensable, irrevocable, perpetual license to (a) copy, distribute, transmit, display, perform, and create derivative works of the feedback in whole or in part; and (b) use the feedback in whole or in part, including without limitation, the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and lease products or services that practice or embody, or are configured for use in practicing, the Feedback in whole or in part. 
  • Live Session Recordings. In certain cases, and solely for the purpose of internal quality assurance, facilitator training, and evaluation, the Service Provider may audio record live professional development sessions delivered in person. These recordings will be used exclusively by the Service Provider and will not be shared externally. All recordings will be stored securely and handled in accordance with the data privacy and security terms outlined in this Agreement.
  • Customer Responsibilities. Customer will (a) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Platform and notify Service Provider promptly of any such unauthorized access or use, and (b) use the services and software provided only in accordance with the documentation and applicable laws and regulations. 
  • Data Security. Service Provider will implement and maintain reasonable administrative, physical and technical safeguards designed to prevent any collection, use or disclosure of, or access to Customer Data that this Agreement does not expressly authorize. 
  • Right to Data Destruction. If requested by the Customer in writing, during or after the term of this agreement, Service Provider will make reasonable efforts to destroy or otherwise render Customer Data (but not Aggregated Data) inaccessible.

Confidentiality and Security

  • Each party agrees to protect Confidential Information and restrict its use to the purposes outlined in this Agreement.
  • In the event of a data breach, the Service Provider shall notify the Customer within a reasonable time and take commercially reasonable efforts to mitigate the impact.
  • The Service Provider shall maintain a written data breach response plan and cooperate with Customer on regulatory compliance.

Fees and Payment Terms

  • Fees shall be paid within 15 days of invoice receipt.
  • Late payments may incur a penalty of 1.5% per month or the maximum legal rate.
  • Any additional fees not defined in this document will be outlined in the applicable Order Form.

Term and Termination

  • Either party may terminate for material breach with a 30-day cure period.
  • Upon termination, the Service Provider shall return or destroy Student Data, except where retention is required by law or contract, if requested by the Customer and on a mutually agreed upon timeline/manner.

Intellectual Property Rights

  • The Service Provider retains all rights, title, and interest in its software, platform, and intellectual property.
  • The Customer retains all rights to its own data and proprietary content.

Limitation of Liability

  • Neither party shall be liable for indirect, incidental, special, or consequential damages.
  • The total liability of either party shall not exceed the fees paid in the 12 months preceding the claim.

Governing Law and Jurisdiction

  • This Agreement shall be governed by the state laws where the Customer is located.
  • Any disputes shall be resolved in the state or federal courts of the Customer’s jurisdiction.

Miscellaneous

  • This Agreement represents the entire agreement between the parties.
  • Amendments must be in writing and signed by both parties.
  • Neither party shall be liable for failure to perform due to Force Majeure events.
  • Any notices shall be provided in writing to the designated contacts in the Order Form.

ADDENDUM – STUDENT DATA PRIVACY AGREEMENT (“DPA”)

 

ARTICLE I: PURPOSE AND SCOPE

  1. Purpose of DPA. The purpose of this DPA is to describe the duties and responsibilities to protect student data transmitted to Provider from the Customer pursuant to the Agreement, including compliance with all applicable privacy statutes, including the FERPA, PPRA, COPPA, and state privacy laws. In performing these services, the Provider shall be considered a School Official with a legitimate educational interest, and performing services otherwise provided by the Customer. Provider shall be under the direct control and supervision of the Customer. Control duties are set forth below.
  2. Nature of Services Provided. The Provider has agreed to provide digital educational services to the Customer for the purpose of performing analyses delivered through Service Provider products and services, giving district and school leaders visibility into the readiness progression of their students, and enabling them to make decisions that better prepare students for success in college and careers.
  3. Student Data to Be Provided. In order to perform the Services described in the Agreement, Customer shall provide the student data outlined in Exhibit “1.B”. The parties can mutually agree to modify or extend this list (including via electronic mail or similar communication) as needed to accomplish the goals of the project.
  4. DPA Definitions. The definition of terms used in this DPA is found in Exhibit “1.A”. In the event of a conflict, definitions used in this DPA shall prevail over term used in the Agreement.

 

ARTICLE II: DATA OWNERSHIP AND AUTHORIZED ACCESS

  1. Student Data Property of Customer. All Student Data or any other Pupil Records transmitted to the Provider pursuant to the Agreement is and will continue to be the property of and under the control of the Customer. The Parties agree that as between them all rights, including all intellectual property rights in and to Student Data or any other Pupil Records contemplated per the Agreement shall remain the exclusive property of the Customer. For the purposes of FERPA, the Provider shall be considered a School Official, under the control and direction of the Customers as it pertains to the use of student data notwithstanding the above. Provider may transfer pupil-generated content to a separate account, under item 3 below.
  2. Parent Access. Customer shall establish reasonable procedures by which a parent, legal guardian, or eligible student may review personally identifiable information on the pupil’s records, correct erroneous information, and procedures for the transfer of pupil-generated content to a personal account, consistent with the functionality of services. Provider shall respond in a reasonably timely manner to the Customer’s request for personally identifiable information in a pupil’s records held by the Provider to view or correct as necessary. In the event that a parent of a pupil or other individual contacts the Provider to review any of the Pupil Records of Student Data accessed pursuant to the Services, the Provider shall refer the parent or individual to the Customer, who will follow the necessary and proper procedures regarding the requested information.
  3. Separate Account. Provider shall, at the request of the Customer or Student (or their legal guardian), transfer Student generated content to a separate student account.
  4. Third Party Request. Should a Third Party, including law enforcement and government entities, contact Provider with a request for data held by the Provider pursuant to the Services, the Provider shall redirect the Third Party to request the data directly from the Customer. Provider shall notify the Customer in advance of a compelled disclosure to a Third Party unless legally prohibited.
  5. No Unauthorized Use. Provider shall not use Student Data or information in a Pupil Record for any purpose other than as explicitly specified in the Agreement.
  6. Subprocessors. Provider shall enter into written agreements with all Subprocessors performing material functions pursuant to the Agreement, whereby the Subprocessors agree to protect Student Data in a manner consistent with the terms of this DPA and all addendums thereto.

 

ARTICLE III: DUTIES OF CUSTOMER

  1. Provide Data In Compliance With FERPA. Customer shall provide data for the purposes of the Agreement in compliance with the Family Educational Rights and Privacy Act (“FERPA”), 20 U.S.C. section 1232 g, and the other privacy statutes quoted in this DPA.
  2. Reasonable Precautions. Customer shall take reasonable precautions to secure usernames, passwords, and any other means of gaining access to the services and hosted data.
  3. Unauthorized Access Notification. Customer shall notify Provider promptly of any known or suspected unauthorized access. Customer will assist Provider in any efforts by Provider to investigate and respond to any unauthorized access.
  4. District Representative. At request of Provider, Customer shall designate an employee or agent of the District as the District representative for the coordination and fulfillment of the duties of this DPA.

 

ARTICLE IV: DUTIES OF PROVIDER

  1. Privacy Compliance. The Provider shall comply with all State and Federal laws and regulations pertaining to data privacy and security, including FERPA, COPPA, and PPRA.
  2. Authorized Use. The data shared pursuant to the Agreement, including persistent unique identifiers, shall be used for no purpose other than the Services stated in the Agreement and/or otherwise authorized under the statutes referred to in subsection (1), above.
  3. Employee Obligation. Provider shall require all employees and agents who have access to Student Data to comply with all applicable provisions of FERPA laws with respect to the data shared under the Agreement. Provider agrees to require and maintain an appropriate confidentiality agreement from each employee or agent with access to Student Data pursuant to the Agreement.
  4. No Disclosure. Provider shall not disclose any data obtained under the Agreement in a manner that could identify an individual student to any other entity in published results of studies as authorized by the Agreement. De-identified information may be used by the vendor for the purposes of development and improvement of educational sites, services, or applications.
  5. Disposition of Data. Provider shall dispose of all personally identifiable data obtained under the Agreement when it is no longer needed for the purpose for which it was obtained and transfer said data to Customer or Customer’s designee according to a schedule and procedure as the Parties may reasonably agree. Nothing in the Agreement authorizes Provider to maintain personally identifiable data obtained under the Agreement beyond the time period reasonably needed to complete the disposition. Disposition shall include (1) the shredding of any hard copies of any Pupil Records; (2) Erasing; or (3) Otherwise modifying the personal information in those records to make it unreadable or indecipherable. Provider shall provide written notification to Customer when the Data has been disposed. The duty to dispose of Student Data shall not extend to data that has been de-identified or placed in a separate Student account, pursuant to the other terms of the DPA. Nothing in the Agreement authorizes Provider to maintain personally identifiable data beyond the time period reasonably needed to complete the disposition.
  6. Advertising Prohibition. Provider is prohibited from using Student Data to conduct or assist targeted advertising directed at students or their families/guardians. This prohibition includes the development of a profile of a student, or their families/guardians or group, for any commercial purpose other than providing the Service. This shall not prohibit Providers from using data to make product or service improvements.

 

ARTICLE V: DATA PROVISIONS

  1. Data Security. The Provider agrees to abide by and maintain data security measures designed to protect Student Data from unauthorized disclosure or acquisition by an unauthorized person. The general security duties of Provider are set forth below. These measures shall include, but are not limited to:
    1. Passwords and Employee Access. Provider shall use commercially reasonable efforts to secure usernames, passwords, and any other means of gaining access to the Services or to Student Data, at a level suggested by Article 4.3 of NIST 800-63-3. Provider shall only provide access to Student Data to employees or contractors that are performing the Services. As stated elsewhere in this DPA, employees with access to Student Data shall have signed confidentiality agreements regarding said Student Data. All employees with access to Student Records shall pass criminal background checks.
    2. Destruction of Data. Provider shall destroy all personally identifiable data obtained under the Agreement when it is no longer needed for the purpose for which it was obtained, or transfer said data to Customer or Customer’s designee, according to a schedule and procedure as the parties may reasonably agree. Nothing in the Agreement authorizes Provider to maintain personally identifiable data beyond the time period reasonably needed to complete the disposition.
    3. Security Protocols. Both parties agree to maintain security protocols for the transfer and transmission of any data in a manner designed to provide that data may only be viewed or accessed by parties legally allowed to do so. Provider shall maintain all data obtained or generated pursuant to the Agreement in a secure computer environment and not copy, reproduce, or transmit data obtained pursuant to the Agreement, except as necessary to fulfill the purpose of data requests by Customer.
    4. Employee Training. The Provider shall provide periodic security training to those of its employees who operate or have access to the system. Further, Provider shall provide Customer with contact information of an employee who Customer may contact if there are any security concerns or questions.
    5. Security Technology. When the service is accessed using a supported web browser, Transport Layer Security (“TLS”), or equivalent technology that protects information, using both server authentication and data encryption. Provider shall host data pursuant to the Agreement in an environment using a firewall that is periodically updated according to industry standards.
    6. Security Coordinator. Provider shall provide the name and contact information of Provider’s security coordinator for the Student Data received pursuant to the Agreement.
    7. Subprocessors Bound. Provider shall enter into written agreements whereby Subprocessors agree to secure and protect Student Data in a manner consistent with the terms of this Article V. Provider shall periodically conduct or review compliance monitoring and assessments of Subprocessors to determine their compliance with this Article.
  2. Data Breach. In the event that Student Data is accessed or obtained by an unauthorized individual, Provider shall provide notification to Customer within a reasonable amount of time of the incident.
    1. Provider shall provide the following information:
    2. The name and contact information of the reporting Customer subject to this section.
    3. A list of the types of personal information that were or are reasonably believed to have been the subject of a breach.

iii. If the information is possible to determine at the time the notice is provided, then either (1) the date of the breach, (2) the estimated date of the breach, or (3) the date range within which the breach occurred. The notification shall also include the date of the notice.

  1. Whether the notification was delayed as a result of a law enforcement investigation, if that information is possible to determine at the time the notice is provided.
  2. A general description of the breach incident, if that information is possible to determine at the time the notice is provided. 

  3. At Customer’s discretion, the security breach notification may also include any of the following:
  4. Information about what the Customer has done to protect individuals whose information has been breached.
  5. Advice on steps that the person whose information has been breached may take to protect himself or herself.
  6. As a result of a breach of the security system, Provider shall assist Customer with any official notifications required by State agencies.
  7. At the request and with the assistance of the District, Provider shall notify the affected parent, legal guardian or eligible pupil of the unauthorized access, which shall include the information listed in subsections (b) and (c), above.

 

ARTICLE VI: MISCELLANEOUS

  1. Term. The Provider shall be bound by this DPA for the duration of the Agreement or so long as the Provider maintains any Student Data. Notwithstanding the foregoing, Provider agrees to be bound by the terms and obligations of this DPA for no less than three (3) years.
  2. Termination. In the event that either party seeks to terminate this DPA, they may do so by mutual written consent so long as the Agreement has lapsed or has been terminated.
  3. Effect of Termination Survival. If the Agreement is terminated, the Provider shall destroy all of Customer’s data pursuant to Article V, section 1(b).
  4. Priority of Agreements. This DPA shall govern the treatment of student records in order to comply with the privacy protections, including those found in FERPA. In the event there is conflict between the terms of the DPA and the Agreement, or with any other bid/RFP, license agreement, or writing, the terms of this DPA shall apply and take precedence. Except as described in this paragraph herein, all other provisions of the Agreement shall remain in effect.
  5. Notice. All notices or other communication required or permitted to be given hereunder must be in writing and given by personal delivery, facsimile or e-mail transmission (if contact information is provided for the specific mode of delivery), or first class mail, postage prepaid, sent to the addresses set forth herein.
  6. Severability. Any provision of this DPA that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this DPA, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be prohibited or unenforceable in such jurisdiction while, at the same time, maintaining the intent of the parties, it shall, as to such jurisdiction, be so narrowly drawn without invalidating the remaining provisions of this DPA or affecting the validity or enforceability of such provision in any other jurisdiction.