Clever Additional Terms of Use for Schools

Effective Date: June 30, 2022

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"), Google Classroom integration, 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 the authority to provide consent on behalf of parents, for us to collect information from students for the purpose of providing the Services to you as described in these Terms 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, for example through Secure File Transfer Protocol ("SFTP"), Google Classroom integration, or any other secure transfer method to provide you software integration services. 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 such Parent access features, will only provide Parent access to those parents or legal guardians who are authorized to access a student's educational records and that you are solely responsible 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.

As between us, you own all right, title and interest to all information you provide to Clever about Parents. However, if a Parent creates an account with Clever, that Parent account is owned and controlled by the Parent and is subject to the Additional Terms of Use for Parents between Clever and the Parent.

C. THIRD PARTY ACCESS

Certain Clever services enable single sign-on access to, or data integrations with, other software, applications or tools provided by third-party education technology providers or developers ("Developers") that you designate to securely access Student Data via our API. We will not send Student Data to any third-party Developer unless explicitly authorized by you. Your relationship with each Developer is governed by your independent agreement with each Developer and not by these Additional Terms of Use for Schools. You acknowledge and agree 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, and 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

Access to 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

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, (ii) maintaining, supporting, evaluating, diagnosing and developing our Services, and (iii) enforcing our rights under these Additional Terms for Schools and our General Terms of Use. 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.

B. DE-IDENTIFIED DATA

You agree that we may collect and use De-Identified Data to operate, analyze, improve, market or develop educational sites, services or applications and to demonstrate the effectiveness of our products or services. De-Identified Data means data from which all personally identifiable information, including direct and indirect identifiers, has been permanently removed or obscured so that the remaining information does not reasonably identify an individual and there is no reasonable basis to believe that the information can be used to identify an individual. If we share or publicly disclose De-Identified 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 users or administrators on an 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 De-Identified Data even after this Agreement has expired or been terminated.

C.RESTRICTIONS ON USE OF STUDENT DATA FOR ADVERTISING

For clarity and without limitation, we will not use Student Data to: (i) advertise or market to students or to direct targeted online advertising to students, (ii) advertise or market educational products and services to parents/guardians, unless with consent of the parent/guardian and/or School, (iii) develop a profile of a student, parent/guardian or group, other than for the purpose of providing educational services or as authorized by School or by a parent/guardian, or (iv) for any other commercial purpose unless authorized by School or permitted by applicable law. Notwithstanding the foregoing, nothing in this section shall be read to prohibit Clever from: (a) marketing educational products and services directly to parents, guardians or School employees so long as the marketing does not result from the use of Student Data obtained by Clever from providing the Services, (b) using Student Data to recommend educational products or services to parents/guardians or School employees so long as the recommendations are not based in whole or in part by payment or other consideration from a third party, or (c) using aggregate information to inform, influence or enable marketing, advertising, or other commercial efforts, generally.

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

A. DELETING STUDENT DATA

By law, a Student or Parent may have the right to request modification or deletion of Student Data. All such requests should be submitted to the Student's School and not to Clever. Upon written request received from a School, we will delete a student's Student Data (other than De-Identified Data) in our possession at any time. We will comply with the request in a commercially reasonable time not to exceed ten (10) business days (other than data residing on backups or internal logs which will be removed within sixty (60) days). We may not be able to delete information that was previously shared with others through the Service, such as the content of messages. Similarly, we cannot delete information previously shared with a Developer. 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 [and will cease any third-party Developer access you had authorized]. 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. Because the Student Data that Clever may have access to is already present in the School's SIS system, we do not provide a mechanism to return Student Data upon termination. 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. Termination of your agreement with Clever will not terminate any agreement you have with a third-party Developer. 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

A. STUDENT DATA

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. You can learn more about our comprehensive security program by reviewing the Clever Security Practices.

In the event of an unauthorized release, disclosure or acquisition of Student Data that compromises the security, confidentiality or integrity of the Student Data maintained by Clever (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, due to a Security Incident caused by the acts or omissions of Clever or its agents, a notification to an individual, organization or government entity is required under applicable privacy laws, you agree that, as the owner of the Student Data, you are responsible for the timing, content, cost, and method of any required notice and compliance with those laws and Clever will indemnify Schools for all reasonable costs related to legally-required notifications. With respect to a breach of a third party Developer service or application whose service is accessed through the Clever Service or any other Security Incident which not caused by the acts or omissions of Clever or its agents, Clever shall reasonably cooperate with School's investigation of the Security Incident, as School requests, at School's reasonable expense, but Clever shall not indemnify a School for costs associated with the Security Incident. Clever shall be responsible for the timing, content, cost and method of notice and compliance with such laws as they relate to users that are not associated with a School account.

B. DATA PROCESSING TERMS

Depending on your location, the following additional terms may apply to you. These terms govern our processing of "personal information" or "personal data" (as may be defined under applicable law) on your behalf under various country data protection and privacy laws. Please refer below to the additional terms that may be applicable to you:

  • Europe. If you're a School located in the European Economic Area, United Kingdom or Switzerland, then the European Data Processing Addendum is incorporated into these Additional Terms for Schools and forms part of the Agreement.

  • Canada. If you're a School located in Canada, then the Canadian Data Processing Addendum is incorporated into these Additional Terms for Schools and forms part of the Agreement.

If you prefer, you can request a signed copy of the data processing addendum by contacting us at legal@clever.com and identifying the location of your School.

SECTION 6: ADDITIONAL TERMS APPLICABLE TO THE CLEVER APP STORE

This Section applies to your use of the Clever App Store, an online application marketplace where Developers can offer to sell subscriptions to their software applications (each a "Developer App") for direct distribution to Schools.

Your use of any Developer App made available in the Clever App Store is subject to the end user license agreement or other contract that you agree to with the applicable Developer. It is also subject to the Developer's privacy policy, which we recommend requesting and reviewing carefully before purchasing any Developer App. Clever does not have any liability under any contract between you and a Developer nor any breach by you or the Developer of any of the terms of any such contract. Further, Clever does not guarantee the accuracy or completeness of any information made available in Clever App Store relating to the Developer Apps.

You agree to pay Developers directly for your use of Developer Apps made available in the Clever App Store. Clever may permit you to make payments via a third-party payment processor in the Clever App Store, but is not required to do so. You may be required to enter into a separate agreement with the Clever App Store payment processor. Clever has no obligation to track or process payments, authenticate paid or previously paid downloads, maintain payment records, or pay, report, or charge or collect sales, excise, value-added, or similar taxes. Note that Clever may separately require Developers to pay Clever to post their Developer Apps in the Clever App Store.

Clever has no obligation to provide any maintenance and support services with respect to the Developer Apps. If a Developer App does not perform as expected, please raise your concerns directly with the applicable Developer. To the extent permitted by law, Clever makes no warranties with respect to the Developer Apps, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by your contract with the applicable Developer. Clever has the right to refuse to include any Developer App and/or associated content on the Clever App Store. In addition, Clever may, at any time, in its sole discretion and without notice, take down or remove any Developer App or associated content from the Clever App Store.

You agree that Clever is not responsible for addressing any claims of you or any third party relating to the Developer Apps or your possession and/or use of the Developer Apps, including, but not limited to: (i) product liability claims; (ii) any claim that a Developer App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection laws or similar laws. In the event of any third-party claim that a Developer App infringes a third party's intellectual property rights, the Developer, not Clever, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by your contract with the applicable Developer.

SECTION 7: 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 8. 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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