Effective Date: April 3, 2020
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
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. PARENT ACCESS
You may provide access to Student Data to a student’s parent or legal guardian (a “Parent”) by inviting a Parent to create a Parent account. You acknowledge and agree that you, and any school official or administrative user that enables Parent access features, acknowledge that you will only provide Parent access to individual(s) who are authorized to access a student’s educational records and you are solely responsible for providing access only to individual(s) authorized by access a student’s educational records and for the consequences of providing access to Student Data to Parents through the Services. At any time, you can limit or revoke a Parent’s access to Student Data.
C. 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.
D. OTHER ACCESS
Student Data is controlled by Schools. Parents, legal guardians, and students can ask for their Student Data via their Schools. If there are any changes that need to be made in Clever, the district will upload the new Student Data to Clever.
SECTION 3. HOW WE USE YOUR STUDENT DATA
A. IN GENERAL
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 or to develop other educational sites, services or applications. 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
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. All of our employees with access to Student Data are required to have passed a background check and receive annual training on how to maintain the security and confidentiality of student records.
If there is any disclosure or access to any personally identifiable Student Data by an unauthorized party (a “Security Incident”), we will promptly notify the Clever account owner of any affected Schools via email and will use reasonable efforts to cooperate with their investigations of the incident. To the extent known, this notice will identify (i) the nature of the Security Incident, (ii) the steps we have executed to investigate the Security Incident, (iii) the type of Student Data affected, (iv) the cause of the Security Incident, if known, (v) the actions we have taken or will take to remediate any deleterious effects of the Security Incident, and (vi) any corrective actions we have taken or will take to prevent a future Security 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: FEES AND PAYMENT TERMS
You agree to pay all fees specified in an ordering document or an online order that is entered into between you and Clever (each, and “Order Form”) on the payment schedule set forth in such Order Form. Except as otherwise specified in an Order Form, all payment obligations are non-cancelable and fees paid are non-refundable. You will provide us with either valid credit card information, a valid purchase order or alternative payment document reasonably acceptable to us. If you provide us with a credit card, then you authorize us to charge such credit card for all purchased products and services listed in the Order Form(s). Such charges will be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, then we will invoice you in advance and in accordance with the relevant Order Form(s). Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information. If any amount owing by you under this Agreement or any other agreement is 30 or more days overdue, then we may, without limiting our other rights and remedies, suspend our Services to you until such amounts are paid in full. Prices and fees are exclusive of any federal, state, local or other taxes, which will be your responsibility, unless you provide us with proof of your tax-exempt status. Taxes, if any, will be listed separately on the invoice. Upon our request, you will provide us with a certificate or other evidence documenting your tax-exempt status.
SECTION 7. QUESTIONS
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