Clever Additional Terms of Use for Schools

Effective Date: April 23, 2015

Welcome to Clever’s Additional Terms of Use for Schools (the “Additional Terms for Schools”). If you are a School, please also review our General Terms of Use and our Privacy Policy. If you’re not a School (as defined in the General Terms of Use), these Additional Terms for Schools do not apply to you.

Capitalized terms that are not defined below have the definitions given them in the General Terms of Use.

By using the Services, you authorize us to access your SIS or receive Student Data or other information via SIS, Secure File Transfer Protocol (“SFTP”), or any other secure transfer method to provide you software integration services.

SECTION 1. KEEPING YOUR STUDENT DATA CONFIDENTIAL (THIS IS VERY IMPORTANT TO US) AND COMPLYING WITH APPLICABLE LAWS

We treat your Student Data as confidential and do not knowingly share it with third parties other than as described in Section 2(B) and in the General Terms of Use and our Privacy Policy.

Both parties agree to uphold their responsibilities under the Family Educational Rights and Privacy Act (“FERPA”), the Protection of Pupil Rights Amendment (“PPRA”), and the Children’s Online Privacy and Protection Act (“COPPA”). We provide the Services under the school official exception of FERPA 34 CFR Part 99.31(a)(1). The Children’s Online Privacy and Protection Act (“COPPA”) requires that online service providers obtain clear and verifiable parental consent before collecting personal information from children under 13. You represent and warrant that you have received consent from parents, or have the authority to provide consent on behalf of parents, for us to collect information from students before allowing children under 13 to access our Services. We recommend that all Schools provide appropriate disclosures to students and parents regarding their use of service providers such as Clever and that they provide a copy of our Privacy Policy to parents and guardians.

SECTION 2. AUTHORIZATION TO ACCESS YOUR STUDENT DATA

A. OUR ACCESS

You authorize us to access Student Data and will provide a way for us access the information stored in your SIS. We will access and process Student Data only in order to provide the Services. As between us, you own all right, title and interest to all Student Data, you are (and other Schools are) solely responsible for any and all Student Data, whether provided by you, students, or others, and we do not own, control, or license Student Data, except to provide the Services.

B. THIRD PARTY ACCESS

You may designate one or more third-party Developers to securely access Student Data via our API. We will not send Student Data to a Developer unless explicitly authorized by you. You acknowledge that we are not responsible for the data practices of third party Developers, and that, as between us, you are solely responsible for the consequences of providing or transmitting Student Data to such Developers, or authorizing those Developers to access Student Data through the Services. At any time, you can revoke any Developer’s ongoing access to Student Data via the API by visiting our Help Center.

We provide access to Student Data only to those employees and certain trusted service providers who have a legitimate need to access such information in connection with providing the Services to you. Of course, anyone involved in the handling of Student Data will treat such data as strictly confidential and shall not redisclose such data except as necessary in order to provide the Services. We will maintain access log(s) that record all disclosures of or access to Student Data within our possession and will provide copies of those access log(s) to you on your request.

C. OTHER ACCESS

Student Data is controlled by Schools, and we cannot permit anyone else to delete or control Student Data or to transfer such content, or allow access to Student Data by parents or legal guardians; as such, we refer any data access requests to the applicable School.

SECTION 3. HOW WE USE YOUR STUDENT DATA

A. IN GENERAL

By submitting Student Data or other information to us, whether via the Services or otherwise, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to us a non-exclusive, royalty-free, worldwide license during the term of these Additional Terms for Schools and our General Terms of Use to use, transmit, distribute, modify, reproduce, display, and store the Student Data only for the purposes of: (i) providing the Services as contemplated in these Additional Terms for Schools and our General Terms of Use, and (ii) enforcing our rights under these Additional Terms for Schools and our General Terms of Use. Subject to the Paragraph B below, we will not use the Student Data for any purpose except as explicitly authorized by these Additional Terms for Schools and our General Terms of Use. For clarity and without limitation, we will not use Student Data to engage in targeted advertising.

B. ANONYMIZED DATA

You agree that we may collect and use data derived from Student Data, including data about any Users’ access and use of the Services, that has been anonymized, aggregated, or otherwise de-identified such that the data cannot reasonably identify a particular student, User, or School. We may use such data to operate, analyze, improve or market our Services. If we share or publicly disclose information (e.g., in marketing materials) that is derived from Student Data, that data will be aggregated or anonymized to reasonably avoid identification of a specific School or individual student. For example, we may (i) track the number of School administrators on an anonymized aggregate basis as part of our marketing efforts to publicize the total number of Users of the Services, and (ii) analyze aggregated usage patterns for product development efforts. You further agree that we may use, store, transmit, distribute, modify, copy, display, sublicense, and create derivative works of the anonymized, aggregated Student Data even after this Agreement has expired or been terminated.

SECTION 4. DELETING STUDENT DATA AND TERMINATING YOUR ACCESS TO THE SERVICES

A. DELETING STUDENT DATA

You may request in writing that we delete any of your Student Data (except as provided for the Section 3(B) above) in our possession at any time. We will comply with your request in a commercially reasonable time not to exceed ten (10) business days. If you grant access to Student Data to a Developer and subsequently need that data deleted, you need to request such deletion directly from that Developer.

B. TERMINATING YOUR ACCESS TO THE SERVICES

Schools may, at any time and for any or no reason, terminate these Additional Terms for Schools and our General Terms of Use by providing written notice by visiting our Help Center, except that provisions that by their nature should survive termination will survive termination, such as provisions relating to warranty disclaimers, limitations of liability, indemnities, and governing law.

Within seventy-two (72) hours of our receipt of such notice of termination or earlier if commercially reasonable to do so, we will cease accessing your SIS. We will automatically delete or de-identify all Student Data within seventy-two (72) hours of our receipt of the termination notice, except for Student Data residing on backups or internal logs which will be removed within sixty (60) days, and will provide notice to the School when Student Data has been deleted and/or anonymized as described in Section 3(B) above. As noted above, Student Data that has previously been made available to Developers may still be in Developers’ possession notwithstanding the School’s termination of these Additional Terms for Schools and our General Terms of Use, and the Developer’s subsequent use or deletion will be governed by any agreements between School and Developers. We may terminate these Additional Terms for Schools and our General Terms of Use in accordance with the General Terms of Use.

SECTION 5. PRIVACY AND SECURITY

We care deeply about the privacy and security of Student Data. We maintain strict administrative, technical, and physical safeguards to protect Student Data stored in our servers, which are located in the United States. We limit access to Student Data only to those employees or service providers who have a legitimate need to access such data in the performance of their duties, and we provide employee training on privacy and data security laws and best practices. If there is any disclosure or access to any personally identifiable Student Data by an unauthorized party, we will promptly notify any affected Schools and will use reasonable efforts to cooperate with their investigations of the incident. If the incident triggers any third party notice requirements under applicable laws, you agree that, as the owner of the Student Data, you may be responsible for the timing, content, cost, and method of any required notice and compliance with those laws. However, at the request of the School and when permissible under applicable law, Clever agrees to bear responsibility for the timing, content and method of such required notice on behalf of the Schools. In all instances, Clever will indemnify Schools for all reasonable costs associated with compliance with such notice requirements arising from a breach of the Clever Service. For clarity and without limitation, Clever will not indemnify for any notification costs arising from a breach of a third party application whose service is accessed through the Clever Service.

SECTION 6. QUESTIONS

We here at Clever hope that you will have the best possible experience when using our Services. If you have any questions or concerns about our Services or anything in our General Terms of Use, these Additional Terms for Schools, or our Privacy Policy, please don’t hesitate to contact us by visiting our Help Center and we’ll do our best to promptly respond to you.

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