Docusign Envelope ID: 720A51BF-28C1-4E02-8154-399A79EF2296
Customer Quote(s) Acceptance
PowerSchool Group, LLC, located at 150 Parkshore Dr., Folsom, CA 95830, (“PowerSchool”) and the
entity identified below (“Customer”) hereby enter into this Customer Renewal Quote Acceptance
document (the “Agreement”) as of the date of the last signature below (the “Effective Date”).
PowerSchool and Customer are referred to individually as a “Party” and collectively as the “Parties.”
All capitalized terms used but not defined herein shall have the meaning set forth in the PowerSchool
MSA (defined below). For mutual consideration, the Parties hereby agree as follows:
1. The Quotes set forth below are incorporated into this Agreement by reference.
2. By signing in the signature block below, the signatory below acknowledges and agrees
that: (a) such signatory is authorized to sign on behalf of and bind Customer, and (b) the Customer
hereby accepts and agrees to the terms and conditions of this Agreement, including the PowerSchool
Main Services Agreement found at https://www.powerschool.com/MSA_Mar2024/ (the “PowerSchool
MSA”)
Quote Number Products Included Subscription Term Total Cost for
Subscription
Term
Quote #: Q-150901-1 Naviance Test Prep for SAT, July 1, 2025 to June 30, 2026 $288,726.62
Naviance Alumni Tracker,
Naviance K-12 CCLR,
Naviance CCLR Assessment,
Naviance Career Key
Quote #: Q-125083-3 Naviance Remote Consulting, July 1, 2025 to June 30, 2026 $62,660.00
Naviance Training Remote,
Naviance Training - Onsite
Total: $351,386.62
3. This Agreement contains the entire understanding of the Parties with respect to the
subject matter hereof and supersedes all prior oral or written communications, agreements, or
understandings between the Parties with respect to the subject matter hereof.
4. This Agreement may be executed in two or more counterparts, each of which will be
deemed an original, but all of which, together, will constitute one and the same original document.
Upon execution of this Agreement by their duly authorized representatives, the Parties enter into this
Agreement as of the Effective Date.
POWERSCHOOL GROUP LLC DEKALB COUNTY SCHOOL DISTRICT
By: __________________________________ By: ______________________________________
Printed Name: Jon Scrimshaw Printed Name: Click or tap here to enter text.
Title: Chief Financial Officer Title: Click or tap here to enter text.
5/12/2025
Date: _________________________________ Date: Click or tap here to enter text.
Docusign Envelope ID: 720A51BF-28C1-4E02-8154-399A79EF2296
PowerSchool Group LLC
150 Parkshore Dr.
Folsom CA 95630
Quote #: Q-150901-1
Sales Quote - This Is Not An Invoice
Prepared By: Kate Dougherty Customer Contact: Shannon Crosslin
Customer Name: Dekalb County School District Title: Counseling Coordinator
Address: 2652 Lawrenceville Highway
Contract Term: 12 Months City: Decatur
Start Date: July 1, 2025 State/Province: Georgia
End Date: June 30, 2026 Zip Code: 30033
Payment Terms: Net 30 Phone # 4048088942
Pricing Vehicle: TIPS Pricing Vehicle Contract #: 210101
Contract Term : July 1, 2025 to June 30, 2026
Quote Summary
License and Subscription Period(s) Software Total
Subscription Period 1: July 1, 2025 to June USD 288,726.62 USD 288,726.62
30, 2026
Total Contract : July 1, 2025 to June 30, USD 288,726.62 USD 288,726.62
2026
License and Subscription Fees
Subscription Period 1 License and
Subscription Fees
Product Description Quantity Unit Price
Naviance Test Prep for SAT 27,283.00 Students USD
40,106.01
Bulk Line
Naviance Alumni Tracker 23.00 Per USD
Building 10,459.25
Bulk Line
Naviance K-12 CCLR 91,629.00 Students USD
214,411.86
Bulk Line
Naviance CCLR Assessment 91,629.00 Students USD 0.00
Naviance Career Key 47,499.00 Students USD
23,749.50
Subscription Period 1 License and Subscription Fees TOTAL: USD
288,726.62
Total License and Subscription Fees : USD 288,726.62
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Subscription Start and End Dates shall be as set forth above. On-Going PowerSchool Subscription/Maintenance and Support Fees are
invoiced at the then-current rates and enrollment per existing terms of the executed agreement between Customer and PowerSchool.
Any applicable sales or other tax has not been added to this quote. If this quote includes promotional pricing, such promotional pricing
may not be valid for the entire duration of this quote.
Page 1 of 2
Docusign Envelope ID: 720A51BF-28C1-4E02-8154-399A79EF2296
All purchase orders must include the exact quote number of this quote. Customer agrees that purchase orders are for administrative
purposes only and do not impact the terms or conditions of this quote or any agreement executed between the parties. Any credit
provided by PowerSchool is nonrefundable and must be used within 12 months of issuance. Unused credits will expire after 12 months.
This quote incorporates any statement of work attached hereto. This quote is subject to and incorporate the terms and conditions found
at
www.powerschool.com/MSA_2024/.
By either (i) executing this quote or (ii) accessing the services described on this quote, Customer agrees that after the contract term
end date, the subscription for such services will continue for successive twelve (12) month subscription periods on the same terms and
conditions as set forth herein, subject to a standard annual price uplift and excluding any promotional pricing, unless Customer provides
PowerSchool with a written notice of its intent not to renew at least sixty (60) days prior to the end of the applicable current contract
term.
THE PARTIES BELOW ACKNOWLEDGE THAT THEY HAVE READ THE AGREEMENT, UNDERSTAND IT AND AGREE TO BE
BOUND BY ITS TERMS.
POWERSCHOOL GROUP LLC Dekalb County School District
Signature: Signature:
\s1\
Printed Name: Jon Scrimshaw Printed Name:
\n1\
Title: Chief Accounting Officer Title:
\t1\
Date: 12-MAY-2025 Date:
\d1\
PO Number: ___________________________
Page 2 of 2
Docusign Envelope ID: 720A51BF-28C1-4E02-8154-399A79EF2296
PowerSchool Group LLC
150 Parkshore Dr.
Folsom CA 95630
Quote #: Q-125083-3
Quote Expiration 30-JUN-2025
Date
Sales Quote - This Is Not An Invoice
Prepared By: Matt Fowler Customer Contact: Christopher Key
Customer Name: Dekalb County School District Title: Student Advancement
Enrollment: 0 Address: 2652 Lawrenceville Highway
Contract Term: 12 Months City: Decatur
Start Date: July 1, 2025 State/Province: Georgia
End Date: June 30, 2026 Zip Code: 30033
Payment Terms: Net 30 Phone # (678) 676-1200
Pricing Vehicle Contract #:
Contract Term : July 1, 2025 to June 30, 2026
Quote Summary
License and Subscription Period(s) Software Implementation/Training Total
Subscription Period 1: July 1, 2025 to June USD 0 USD 62,660 USD 62,660
30, 2026
Total Contract : July 1, 2025 to June 30, USD 0 USD 62,660 USD 62,660
2026
Total Discount USD 0
License and Subscription Fees
Total License and Subscription Fees : USD 0.00
Professional Services and Setup
Product Description Quantity Unit Discount Price
Naviance Remote Consulting 120.00 Hour USD 28,800.00
Total Professional Services and Setup : USD 28,800.00
Training Services
Product Description Quantity Unit Discount Price
Naviance Training Remote 12.00 Hour USD 3,900.00
Naviance Training - Onsite 8.00 Day USD 29,960.00
Total Training Services : USD 33,860.00
Onsite Training travel expenses are included in cost
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Subscription Start and End Dates shall be as set forth above. The Start Date may be delayed based upon the date that PowerSchool
receives this executed quote or Customer’s purchase order if one is needed. On-Going PowerSchool Subscription/Maintenance and
Support Fees are invoiced at the then-current rates and enrollment per existing terms of the executed agreement between Customer
and PowerSchool. Any applicable sales or other tax has not been added to this quote. If this quote includes promotional pricing, such
promotional pricing may not be valid for the entire duration of this quote. All invoices shall be sent to Customer upon or promptly after
execution of this quote, unless otherwise set forth in the applicable statement of work or executed agreement between the parties (e.g.,
services billed on time and material basis will be invoiced when such services are incurred).
All purchase orders must include the exact quote number of this quote. Customer agrees that purchase orders are for administrative
purposes only and do not impact the terms or conditions of this quote or any agreement executed between the parties. Any credit
provided by PowerSchool is nonrefundable and must be used within 12 months of issuance. Unused credits will expire after 12 months.
Page 1 of 2
Docusign Envelope ID: 720A51BF-28C1-4E02-8154-399A79EF2296
If Customer pays in advance for any professional services, all professional services must be scheduled and delivered within twelve (12)
months of the applicable quote start date, unless otherwise agreed in writing by PowerSchool; any portion of any prepaid amount for
professional services that has not been used within such twelve (12) month period will be forfeited.
This quote incorporates any statement of work attached hereto. By execution of this quote, or its incorporation, this and future
purchases of subscriptions or services from PowerSchool are subject to and incorporate the terms and conditions found at:
https://www.powerschool.com/wp-content/uploads/PowerSchool-Service-Agreements/2024_PowerSchool_MSA.pdf.
By either (i) executing this quote or (ii) accessing the services described on this quote, Customer agrees that after the contract term
end date, the subscription for such services will continue for successive twelve (12) month subscription periods on the same terms and
conditions as set forth herein, subject to a standard annual price uplift and excluding any promotional pricing, unless Customer provides
PowerSchool with a written notice of its intent not to renew at least sixty (60) days prior to the end of the applicable current contract
term.
THE PARTIES BELOW ACKNOWLEDGE THAT THEY HAVE READ THE AGREEMENT, UNDERSTAND IT AND AGREE TO BE
BOUND BY ITS TERMS.
POWERSCHOOL GROUP LLC Dekalb County School District
Signature: Signature:
\s1\
Printed Name: Jon Scrimshaw Printed Name:
\n1\
Title: Chief Accounting Officer Title:
\t1\
Date: 12-MAY-2025 Date:
\d1\
***Sales Quote - This Is Not an Invoice***
Page 2 of 2
Docusign Envelope ID: 720A51BF-28C1-4E02-8154-399A79EF2296
PowerSchool Naviance CCLR Remote Consulting
Statement of Work
PowerSchool Responsibilities to Initiate Engagement:
• Provide Intake information and this Statement of Work.
Customer Responsibilities to Initiate Engagement:
• Reply to Intake survey, review and return this Statement of Work.
Timeframe
• This Statement of Work aligns with the active dates of your contract for PowerSchool Naviance
CCLR Services.
Scope:
• PowerSchool Naviance CCLR Remote Consulting hours for an ongoing consultative engagement
can be used for: data import/integration and set up questions, configuration assistance,
deployment/rollout assistance for particular modules, consultation on best practices (e.g. what
is the best way to do XYZ with PowerSchool Naviance CCLR), Q&A or consultation sessions with
staff on specific processes or parts of the product, best practice webinars, and
toolkits/resources.
• PowerSchool Naviance CCLR Remote Consulting cannot be used for functional training or
support relating to product defects or issues.
• If assistance is required with import and configuration, PowerSchool will create a user account
in Customer’s Naviance instance.
Meetings:
• Meetings with your PowerSchool Naviance CCLR Application Specialist/Project Manager are
intended to be a space to address questions, plan for future needs, and ensure your
implementation is running smoothly. It is critical that the Customer project team be prompt and
prepared for each meeting. Cancellation within 24 hours or no showing to the meeting will
result in a depletion of Services backlog the equivalent of half the billable time of the scheduled
meeting. Outside of scheduled meetings, the PowerSchool Naviance CCLR Services team
adheres to a 24-hour service-level agreement (SLA) for responding to customer outreach.
PowerSchool Naviance CCLR Support is available to both school and district users to respond to
immediate technical needs or questions are they arise.
Released December 2023
Docusign Envelope ID: 720A51BF-28C1-4E02-8154-399A79EF2296
PowerSchool Naviance CCLR Remote Consulting
Statement of Work
Change in Scope:
• PowerSchool Naviance CCLR Remote Consulting hours are designed and intended to be used
flexibly by customers. If not otherwise known, our team will work with your team to determine
a high-level plan upon project kick off for maximizing the Services you have purchased. Any
requested deviation from the agreed-upon scope needs to be documented via email by the
customer so the Application Specialist can adjust the above scope and provide an update on the
hours remaining on the project to confirm sufficient hours remain to address additional needs
as they may arise.
Released December 2023
MAIN SERVICES AGREEMENT
2024 version
This Main Services Agreement (with all attached exhibits and referenced documents and links, the “Main Services
Agreement”), combined with active Quotes and Statements of Work for Professional Services or any other duly
executed documents referencing this Main Services Agreement, will constitute the “Agreement”, as may be
amended from time to time. The Quotes and SOWs, including any addenda and supplements thereto, may be
individually referred to as an “Ordering Document” or collectively referred to as the “Ordering Documents”.
This Agreement is entered into by and between the applicable PowerSchool Contracting Entity (as defined below)
(“PowerSchool”) and Customer identified below and governs Customer’s access and use of Services. This
Agreement is effective and accepted on the earliest of the following: (i) the date that the last Party directly signs
this Main Services Agreement, (ii) the date that the last Party signs the Quote that references this Main Services
Agreement (or if the Quote is not signed, then the date of the purchase order received by PowerSchool), or (iii)
the date on which Customer is granted access to the Services (the “Effective Date”). Each PowerSchool and
Customer is individually referred to as a “Party” and collectively as the “Parties”.
1. DEFINITIONS.
1.1. “Account Country” is the country associated with the Customer account. If Customer has provided a
valid tax registration number for Customer’s account, then Customer’s Account Country is the country associated
with such tax registration. If Customer has not provided a valid tax registration, then Customer’s Account Country
is the country where the Customer billing address is located.
1.2. “Customer” means the school, school district, college, university, institution, agency, or other entity that
purchases one or more of the Services, as identified on the applicable Ordering Document.
1.3. “Customer Data” means all data (including Personal Data), files, documents and records uploaded to
a Subscription Service or transmitted to PowerSchool under this Agreement by or on behalf of Customer.
1.4. “De-identified Data” means information generated by the data processor that does not contain
Personal Data and any direct or indirect personal identifiers, and that is not used or linked to identify any individual.
1.5. “Documentation” means user manuals describing the functionality, features and operating
characteristics of the applicable PowerSchool Software as made available to Customer by PowerSchool, including
any updates thereto.
1.6. "Excluded Claims” means claims or liability arising out of: (a) a Party’s violation of the other Party’s
proprietary or intellectual property rights; (b) PowerSchool’s violation of its obligations under this Agreement
(including the applicable data privacy agreement) pertaining to Customer Data; or (c) either Party’s indemnity
obligations under this Agreement.
1.7. “Intellectual Property Rights” means any and all, now or hereafter in existence, unpatented inventions,
patent applications, patents, design rights, copyrights, Trademarks, mask work rights, know-how, trade secret
rights, moral rights, database protection, and all other intellectual property and proprietary rights, modifications,
adaptations, derivatives thereof, and improvements thereto, and forms of protection of a similar nature anywhere
in the world.
1.8. “Licensed Applications” means software applications developed by third parties that are licensed by
PowerSchool and are embedded in or bundled with the Subscription Services provided by PowerSchool
hereunder.
1.9. “Licensed Site(s)” means the internet address of the web-based location for accessing a Subscription
or, if for an on-premise implementation, the initial location where the PowerSchool Software listed on the
applicable Quote is installed.
1.10. “Personal Data” means information that alone, or in combination with other information about an
individual, identifies, relates to, or could reasonably be linked to a natural person.
1.11. "PowerSchool Contracting Entity" means the entity identified in the table below, based on Customer’s
Account Country.
Account Country PowerSchool Contracting Entity Mailing Address
PowerSchool Canada ULC
150 Parkshore Drive
PowerSchool Canada ULC Folsom, CA 95630
Canada
PowerSchool Group LLC
United States 150 Parkshore Drive
PowerSchool Group LLC Folsom, CA 95630
Any other country that is PowerSchool Group LLC
not Canada, the United 150 Parkshore Drive
PowerSchool Group LLC Folsom, CA 95630
States, India, or UAE 1
1.12. "PowerSchool Software” means PowerSchool’s proprietary software applications and the associated
Licensed Applications, including any and all updates and subsequent versions thereto. PowerSchool Software
does not include Third-Party Software.
1.13. “Professional Services” means work performed by PowerSchool or its permitted subcontractors or
channel partners under an Ordering Document, including implementation, training, consulting, customization and
other professional services, and any deliverables specified in an Ordering Document.
1.14. “Quote” means PowerSchool’s standard order form that (i) specifies the Services provided to Customer;
(ii) references this Agreement or the applicable agreement; and (iii) is signed or incorporated into or referenced in
a signed agreement by authorized representatives of both Parties. Unless otherwise agreed in writing by the
Parties, Customer’s issuance of a purchase order is deemed as acceptance of the terms and conditions set forth
in the applicable Quote.
1.15. “Services” means any Subscription Service(s), including all content made available by PowerSchool
through the Subscription Services, and any Professional Services provided to Customer hereunder.
1.16. “Statement of Work” or “SOW” means a statement of work document that describes the Professional
Services to be performed hereunder and that is entered into between Customer and PowerSchool or is otherwise
incorporated into a Quote entered into between Customer and PowerSchool.
1.17. "Subscription Services” means the provision of the PowerSchool Software to Customer on a
subscription basis as a cloud-based service, a term license, or as an on-premise installation, including any hosting
services or Support Services provided as part of the Subscription Services or otherwise purchased by Customer.
1.18. "Subscription Term” has the meaning set forth in Section 13.2 (Subscription Term).
1.19. “Support Services” means the maintenance and support for the Subscription Services or as purchased
by Customer, as described in PowerSchool’s standard support policy at https://www.powerschool.com/Support-
Policy-SLA_2024/.
1.20. "Term" has the meaning set forth in Section 13.1 (Agreement Term).
1.21. "Third-Party Software" means software products supplied or developed for a particular purpose by
someone other than PowerSchool and not licensed by PowerSchool hereunder.
1.22. “Trademarks” means all trademarks, service marks, logos, slogans, trade names, business names,
and other source identifiers, including domain names, whether registered or unregistered, and including all of the
goodwill of the business related to the foregoing.
1.23. "Transaction Data" means system performance information monitoring the PowerSchool Software
alone and at times of usage as the User may access and progress through the features and functions of a
Subscription Service.
1.24. "User(s)" means individuals authorized by Customer to access PowerSchool Software, including
teachers, students, parents, guardians, employees, authorized personnel, and job applicants as applicable to the
respective PowerSchool Software.
2. PROVISION OF SERVICES AND RESTRICTIONS.
1
PowerSchool Offerings in India and United Arab Emirates are under a different Main Services Agreement.
2.1 Subscription Services. If Customer makes all payments on time, PowerSchool will: (a) for cloud-
based Subscription Services, make such Subscription Services available to the Customer and for the contracted
quantity at each Licensed Site in conformance with the applicable Documentation and the terms of this
Agreement, and host such Subscription Services consistent with the service level agreement set forth at
https://www.powerschool.com/Support-Policy-SLA_2024/; (b) for on-premise Subscription Services, grant
Customer a restricted, personal, non-exclusive, non-transferable, terminable access to use such Subscription
Service specified in the applicable Quote, only at the Licensed Sites, not to exceed the maximum quantity
identified on the applicable Quote; and (c) provide the applicable standard Support Services (or upgraded Support
Services if purchased). Customer must purchase separate Support Services for on-premise implementation of
the Subscription Services.
2.2 Professional Services. If purchased, PowerSchool will provide the Professional Services specified
in the applicable SOW, subject to Customer’s payment of all applicable fees and to the terms of PowerSchool’s
Professional Services Policy set forth at https://www.powerschool.com/Professional-Services-Policy_2024/,
which is incorporated herein by reference.
2.3 Restrictions. Subscription Service(s) will only be used as expressly authorized by this Agreement
and in compliance with all applicable laws and regulations. All rights not expressly granted to Customer herein
are expressly reserved by PowerSchool.
2.3.1 Customer will use the Services only for the internal purposes of Customer and only for Licensed
Sites through the stated Subscription Term in the Quote. Customer shall not exceed the maximum quantity for
the Subscription Services as stated in the Quote without additional payment.
2.3.2 Customer will not, and will not permit Users or third parties to: (a) make any of the Services, its
results, outputs or deliverables available to anyone other than Customer or Users, or use them for the benefit of
anyone other than Customer; (b) sell, resell, rent, lease, license, distribute, sublicense, or otherwise include any
of the Services to a third party or in a service bureau or outsourcing offering; (c) make any use of the Services for
which Customer has not paid; (d) store or transmit infringing, libelous, or otherwise unlawful or tortious material,
or to store or transmit material in violation of third-party privacy rights; (e) interfere with or disrupt the integrity or
performance of any of the Services; or (f) remove or obscure any proprietary or other notices contained in any
PowerSchool Services. Customer shall not use plugins that are not approved by PowerSchool.
2.3.3 Customer and its Users shall keep user identification and password information strictly
confidential and not share such information with any unauthorized person and shall be responsible for any and all
activities that occur under all Customer accounts. If unauthorized access to, or use of, the Services occurs,
Customer shall promptly notify PowerSchool.
2.3.4 Customer shall be prohibited from performing penetration testing against PowerSchool-hosted
Services, applications, data stores, or systems. Penetration tests, if not performed properly and under the
supervision and coordination of the PowerSchool information security team, can have unintended consequences
such as corrupting data, unauthorized access to data, and degradation of systems. PowerSchool allows
vulnerability scanning from PowerSchool-approved vendors, such as the Cybersecurity & Infrastructure Security
Agency (CISA).
2.3.5 PowerSchool may (or may ask Customer to) suspend or terminate any User’s access to the
Services upon notice to Customer if PowerSchool reasonably determines that such User has violated any of the
terms of the Agreement.
2.4 Updates to Subscription Services. During the Term, PowerSchool may, at no cost to Customer,
update or upgrade features, functionality, software, or user types that Customer and Users access pursuant to a
Quote; provided that such updates will not materially degrade existing features and functionality. After giving
Customer reasonable advance notice, PowerSchool may update and/or upgrade the Subscription Services
provided to Customer so that it remains current with the then-current version of the PowerSchool Software
available to PowerSchool’s customers generally.
2.5 Sustaining Application Planning Program (SAP). PowerSchool reserves the right to discontinue a
PowerSchool Software as part of its sustaining application planning program (SAP). PowerSchool shall provide
Customer with twelve (12) months’ advanced notice for PowerSchool’s proprietary Software affected, and for
affected Licensed Applications, as much notice as practical after PowerSchool receives notice from the applicable
licensors. PowerSchool will use commercially reasonable efforts to transition Customer to a PowerSchool
Software with substantial similar functions and features. If PowerSchool does not have a substantially similar
PowerSchool Software, then PowerSchool will credit to Customer any unused portion of the prepaid fee for such
PowerSchool Software that is discontinued. Such credit can be applied towards the future purchase of a Service
within twelve (12) months of issuance. Unused credits will expire after twelve (12) months of their issuance.
2.6 Background Checks. PowerSchool conducts thorough nation-wide and province-wide background
checks, including criminal records, terrorist watch list, sex offender database and a multi-panel drug test on all
employees. PowerSchool also requires its contractors, under its separate agreement, to conduct a background
check of its employees before any assignment of services from PowerSchool to the Customer.
3. CUSTOMER DATA.
3.1 Rights in Customer Data. As between Customer and PowerSchool, Customer is and will remain the
sole and exclusive owner of all right, title and interest in and to all Customer Data, including all Intellectual Property
Rights relating thereto, subject to the rights and permissions granted in this Section 3 (Customer Data). Customer
is responsible for the accuracy and legality of any content provided to PowerSchool as Customer Data.
PowerSchool will ensure that its use of the Customer Data always complies with this Agreement, PowerSchool’s
privacy statement, and all applicable laws, regulations, and conventions.
3.2 Consent to Use Customer Data. Customer hereby grants all such rights and permissions in or
relating to Customer Data to PowerSchool, its subprocessors and the PowerSchool personnel as are necessary
to provide, perform and deliver the Services. The Customer further agrees to establish a basis for the processing
of Personal Data, including, where required by applicable laws and regulations, by obtaining the relevant informed
and voluntary consent from any applicable data subject (in the case of when the data subject is a child or minor,
then informed, voluntary, and verified consent from the relevant parent or guardian of the child or minor is required)
for: (a) PowerSchool to process the data subject's information, in the form of Customer Data; and (b) the Customer
to be allowed to transfer Personal Data to PowerSchool for processing, by sharing such Personal Data with its
other approved data subprocessors. Except as provided in Section 5.4 (Compelled Disclosure), PowerSchool will
not share the Customer Data with third parties without Customer’s express consent. PowerSchool will not rent or
sell Customer Data and will treat such data as Confidential Information. “
3.3 Data Privacy and Security. By executing the MSA or an Ordering Document or issuing a purchase
order referencing an Ordering Document, each Party agrees to the terms of the specified PowerSchool statewide
data privacy agreement set forth at https://www.powerschool.com/Customer-State-DPA_2024/ for the Customer’s
applicable state (“PowerSchool State DPA”). However, if the Parties, at the time of execution of this MSA or an
Ordering Document, expressly agree in writing to supersede such PowerSchool State DPA with a separately
negotiated data privacy agreement executed by and between the Parties (“Negotiated DPA”), such Negotiated
DPA shall govern the Customer Data processed under this Agreement. Such Negotiated DPA, if existing, shall
be executed and either submitted with the applicable Ordering Document or separately returned to PowerSchool
as a stand-alone document. The Parties agree to comply with the PowerSchool State DPA or the Negotiated DPA,
as applicable, and such applicable DPA shall supplement the terms of this Agreement.
3.4 Security Training. Customer agrees to require annual cyber security training for User(s) when
reasonably applicable. Customer will also require User(s) to utilize multi-factor authentication to access computer
systems with the Services when available within the applicable Service. Customer agrees to keep a record of
such training and PowerSchool may request to see them as part of compliance verification.
4. PROPRIETARY RIGHTS
4.1 PowerSchool Services and Software. PowerSchool and its licensors solely and exclusively own all
right, title, and interest, including all related Intellectual Property Rights, in and to the Services and PowerSchool
Software. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to
the Services or PowerSchool Software, or the Intellectual Property Rights owned or licensed by PowerSchool.
4.2 Transaction Data. Notwithstanding anything to the contrary, PowerSchool has the right to collect
and use Transaction Data solely for internal research and to develop, improve, support, and operate its products
and services during and after the Term.
4.3 De-Identified Data. Notwithstanding anything to the contrary, Customer hereby agrees and
acknowledges that PowerSchool shall have the right to process, aggregate and analyze De-Identified Data
relating to the provision, use and performance of various aspects of the Services and related systems and
technologies, and PowerSchool will be free (during and after the Term) to: (i) use such De-identified Data to
improve and enhance the Services and for other development, diagnostic and corrective purposes in connection
with the Services and other PowerSchool products and services, and (ii) use De-identified Data for internal use
only and for training and conducting demonstrations.
4.4 Feedback. If Customer or any User provides PowerSchool with any suggestions, comments,
enhancement requests, or other feedback relating to the PowerSchool Services or any other PowerSchool’s
products or services (collectively, “Feedback”), Customer grants to PowerSchool a worldwide, perpetual,
irrevocable, royalty-free, and transferable license to use and incorporate into PowerSchool Services and
PowerSchool Software such Feedback (excluding any Customer Confidential Information contained in the
Feedback).
4.5 PowerSchool Trademarks. PowerSchool exclusively owns all of its Trademarks associated with the
Services. No right or license is granted by this Agreement to their use.
4.6 No Use of Trademarks. Except as set forth below, neither Party nor its affiliates shall use the other
Party’s Trademarks in any form or substance in any medium or for any purpose without the other Party’s prior
written consent (which consent can be via e-mail if such e-mail is from an authorized representative of the
consenting Party).
4.7 Marketing. Subject to Customer’s trademark usage guidelines, Customer grants PowerSchool a non-
exclusive, worldwide, royalty-free right to include Customer’s Trademark and other related transactional
information (including enrollment count, names of the Services ordered by Customer, etc., but excluding pricing)
in any customer listing appearing on or in any PowerSchool websites, brochures, fliers, presentations, press
releases, annual reports and any other marketing materials. Customer may withdraw or terminate the foregoing
license at any time by providing PowerSchool with thirty (30) days’ prior written notice of its intent to terminate.
Such notice of withdrawal or termination must be sent via e-mail to champions@powerschool.com with a copy to
legalnotices@powerschool.com, and the email subject line must state “Trademark Consent Withdrawal”. After
such thirty (30) day period, the foregoing license will terminate, and PowerSchool will remove Customer’s
Trademarks from its website and cease from creating any new marketing material containing the same. However,
PowerSchool’s right to continue to use any marketing materials produced, published, or disseminated prior to
such termination will continue until the supply, publication, dissemination and/or use of such materials is
exhausted or terminates.
5. CONFIDENTIALITY.
5.1 Confidential Information. Each Party (as may disclose or make available Confidential Information to
the other Party. "Confidential Information" means non-public information disclosed by a Party (the "Disclosing
Party") to the other Party (the "Receiving Party"), whether orally or in writing, that is designated as confidential
or that reasonably should be understood to be confidential given the nature of the information and the
circumstances of disclosure, including business and marketing plans, technology and technical information,
product plans, roadmaps, and designs, and business processes. Confidential Information of Customer includes
Customer Data; and Confidential Information of PowerSchool includes the Services, PowerSchool Software, and,
subject to Section 5.4 (Public Records Act), the terms of this Agreement and each Ordering Document (including
pricing). However, Confidential Information does not include any information that the Receiving Party can
reasonably demonstrate by written or other documentary records: (i) is or becomes publicly known or available
without breach of any obligation owed to the Disclosing Party; (ii) was known by the Receiving Party prior to its
disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received
from a third party without knowledge of any breach of any obligation owed to the Disclosing Party; or (iv) is
independently developed by the Receiving Party without the aid, application or use of the Confidential Information.
For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to
Confidential Information exchanged between the Parties in connection with the evaluation of additional
PowerSchool services.
5.2 Protection of Confidential Information. The Receiving Party will use the same degree of care that it
uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care)
to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this
Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential
Information of the Disclosing Party to those of its and its affiliates’ employees, contractors, sub-processors and
agents who need that access for purposes consistent with this Agreement and who have signed confidentiality
agreements with the Receiving Party containing protections not materially less protective of the Confidential
Information than those herein. The Receiving Party’s obligations under Section 5 (Confidentiality) shall survive
the termination or expiration of this Agreement and continue in effect thereafter for a period of five (5) years with
respect to Confidential Information that does not qualify as a trade secret under applicable law, and, with respect
to Confidential Information that qualifies as a trade secret under applicable law, in perpetuity after the termination
or expiration of the Agreement.
5.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing
Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice
of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's
cost, if the Disclosing Party wishes to contest the disclosure.
5.4 Public Record Act. Notwithstanding anything herein to the contrary, PowerSchool acknowledges that,
to the extent Customer is subject to public record acts or freedom of information acts, (a) PowerSchool will
reasonably work with Customer to provide appropriate information in response to such requests, to the extent
such requested information is not PowerSchool’s proprietary information or otherwise exempted from disclosure;
and (b) Customer shall provide PowerSchool a reasonable opportunity to object to any such request as permitted
under applicable law.
6. FEES AND PAYMENT.
6.1 Fees. Customer agrees to pay PowerSchool for all fees charged for the Services consistent with the
terms on the Quote and invoice. Unless Customer provides PowerSchool with evidence of its tax-exemption
status, Customer will be responsible for paying all applicable sales, use, value-added, or other taxes or duties,
however designated, except for taxes based on PowerSchool’s net income. Customer agrees to pay for
PowerSchool’s pre-approved reasonable travel and lodging expenses for Professional Services performed at
Customer’s premises. All fees set forth in any Quote or invoice will be in the currency set forth in the applicable
Quote.
6.2 Enrollment Increases. If fees for any of the Services are based on quantity or student count and
Customer accesses such Services with more than the quantity identified in the applicable Quote, then Customer
will pay the fees for the excess usage based on its then-current per individual and support fees. Any such increase
in quantity will be maintained through the end of the then-current subscription period.
6.3 Payment. Unless otherwise set forth in the applicable Quote or invoice, Customer shall make all
payments on or before the due date specified on the applicable invoice by the method specified on the invoice.
PowerSchool may accept credit card payment; however, credit card payments shall subject Customer to a
transaction fee and a $250,000 transaction limit. Subject to the “Payment Disputes” section below, if an invoiced
amount is overdue by thirty (30) or more days, PowerSchool reserves the right to charge a late fee of 1.5% monthly
(18% annually) or the maximum rate allowed by law, whichever is lower, on the amounts overdue.
6.4 Payment Disputes. If Customer reasonably and in good faith disputes all or any portion of any invoice,
Customer shall notify PowerSchool in writing of its objection within twenty (20) days from the date of the applicable
invoice, provide a detailed description of the reasons for the objection, and pay the portion of the invoice which is
not in dispute. If Customer does not object in a timely manner within this time period, the amount invoiced shall
be conclusively deemed correct by the Parties. If the Parties are unable to resolve such payment dispute within
thirty (30) days from PowerSchool’s receipt of Customer’s written objection, each Party shall have the right to
seek any remedies it may have under this Agreement, at law or in equity, irrespective of any terms that would limit
remedies on account of a dispute. For clarity, any undisputed amounts must be paid in full.
6.5 No Deductions or Setoffs. Subject to Customer’s right to dispute an invoice under Section 6.4
(Payment Dispute), all amounts payable to PowerSchool under this Agreement shall be paid by Customer to
PowerSchool in full without any setoff, deduction, or withholding for any reason.
7. PRODUCT-SPECIFIC AND PASS-THROUGH TERMS.
7.1 Licensed Applications. If the Services include Licensed Applications, provision of such Licensed
Applications may be subject to additional license terms identified at https://www.powerschool.com/Product-
Specific-Terms_2024/, which terms are incorporated herein by reference and are required by PowerSchool’s
licensors to pass through to Customer without any modification. Such licensors audit PowerSchool to ensure
compliance with this requirement.,
7.2 Third-Party Software. Third-Party Software is licensed directly to the Customer pursuant to separate
license terms between Customer and a third-party supplier. All support, warranties, and services related to Third-
Party Software are provided by the supplier of the Third-Party Software under such third party’s terms and
conditions, and not by PowerSchool. PowerSchool will have no obligations or liability regarding any Third-Party
Software.
7.3 Product-Specific Terms. Certain Services may be subject to additional product-specific terms
identified at https://www.powerschool.com/Product-Specific-Terms_2024/, which are incorporated herein by
reference.
8. LIMITED WARRANTY.
PowerSchool warrants that the PowerSchool Software included in the Services will operate in substantial
conformity with the applicable Documentation under normal use and circumstances. If Customer notifies
PowerSchool in writing of a breach of this warranty, PowerSchool will, at its option, either: (a) use commercially
reasonable efforts to correct the reported non-conformity, at no charge to Customer, or (b) if PowerSchool
determines such remedy to be impracticable, issue Customer a credit of a portion of the fees pre-paid by Customer
for the nonconforming Subscription Service that fairly reflects (at PowerSchool’s reasonable determination) the
diminished value of the non-conforming Subscription Service. The foregoing constitutes Customer’s sole and
exclusive remedy for any breach of this limited warranty. This warranty will not apply: (i) unless Customer makes
a claim within thirty (30) days of the date on which Customer first noticed the non-conformity, or (ii) if the non-
conformity was caused by misuse, unauthorized modifications, or third-party hardware, software, or services.
9. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8
(WARRANTIES), THE SERVICES, POWERSCHOOL SOFTWARE AND THIRD-PARTY SOFTWARE ARE
PROVIDED “AS IS”, AND POWERSCHOOL AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES
OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND
ALSO ANY WARRANTIES THAT THE SERVICES WILL BE UNITERRUPTED OR ERROR-FREE. CUSTOMER
MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED
WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW. THE ABOVE
DISCLAIMER APPLY TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW.
10. INDEMNIFICATION.
10.1 PowerSchool Indemnity. PowerSchool will defend Customer and its board members, officers, staff,
employees and representatives (“Customer Indemnitees”) from and against any claim, demand, suit or
proceeding brought by a third party against Customer Indemnitee (a “Claim Against Customer”): (i) alleging
any Service, when used as authorized under this Agreement, infringes or misappropriates a third party’s
Intellectual Property Rights; (ii) to the extent arising from the Services being provided in an unlawful manner or
in violation of the Agreement or regulations; (iii) alleging a confirmed data breach (as defined by the applicable
state law) to the extent attributable to PowerSchool resulting from PowerSchool’s violation of the data security
provisions expressly set forth in this Agreement or the DPA executed between the Parties; or (iv) to the extent
arising out of death, personal injury or damage to tangible property to the extent caused by PowerSchool
personnel or subcontractors in their performance of the Services. PowerSchool will indemnify and hold Customer
harmless from any damages, attorney fees, and costs finally awarded against Customer as a result of, or for
amounts paid by Customer under a settlement approved by PowerSchool in writing of, a Claim Against
Customer.
10.1.1 Mitigation. If Customer’s use of the Services is enjoined or, in PowerSchool’s reasonable
opinion, is likely to be enjoined, PowerSchool may (i) substitute for the Services, a substantially and functionally
similar product(s) and documentation; (ii) procure for Customer the right to continue using the Services; or if (i) or
(ii) is not possible after reasonable commercial efforts from PowerSchool, then PowerSchool may terminate this
Agreement and credit a pro-rated return of unused portion of the fees prepaid by Customer for the applicable
Services.
10.1.2 Exclusions. The above defense and indemnification obligations do not apply to the extent
the Claim Against Customer arises from: (i) modifications to the Services by any party other than PowerSchool or
its subcontractor; (ii) the combination of the Services with software, hardware, data, products or processes not
provided by PowerSchool, if the Services or use thereof would not infringe without such combination; (iii)
Customer’s breach of this Agreement or violation of applicable law; or (iv) Customer Data, or any deliverables or
components not provided by PowerSchool or its subcontractor.
10.2 Indemnification by Customer. To the extent permitted under applicable law, Customer will defend
PowerSchool and its affiliates and each of their respective directors, officers, employees, representatives and
agents (collectively, “PowerSchool Indemnitees”) from and against any claim, demand, suit or proceeding
brought by a third party against a PowerSchool Indemnitee (a “Claim Against PowerSchool”) to the extent arising
out of: (a) any Customer Data or use of Customer Data with the Services; (b) any information or content (other
than PowerSchool-provided content) transmitted or submitted by Customer or its Users through the Services or
shared with any third party; or (c) Customer’s use of the Services or content therein in an unlawful manner or in
violation of the Agreement. Customer will indemnify and hold PowerSchool harmless from any damages, attorney
fees, and costs finally awarded against PowerSchool as a result of, or for amounts paid by PowerSchool under a
settlement approved by Customer in writing of, a Claim Against PowerSchool. The above defense and
indemnification obligations do not apply if a Claim Against PowerSchool arises from PowerSchool’s breach of the
Agreement or violation of applicable law.
10.3 Procedure. The indemnifying Party’s obligations are expressly conditioned upon the following: (a) the
indemnified Party will promptly notify the indemnifying Party in writing of any Claim Against Customer or Claim
against PowerSchool, as applicable (the “Claim”); (b) the indemnifying Party will have sole control of the defense
and settlement of the Claim; (c) the indemnified Party gives all reasonable assistance, at the indemnifying Party’s
expense, to facilitate the settlement or defense of the Claim; and (d) the indemnifying Party will not settle any
claim or suit in a manner that results in an admission of liability by the indemnified Party, without the indemnified
Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.
10.4 Sole and Exclusive Remedy. THIS “INDEMNIFICATION” SECTION STATES THE INDEMNIFYING
PARTY’S SOLE LIABILITY TO, AND THE INDEMNIFIED PARTY’S EXCLUSIVE REMEDY AGAINST, THE
OTHER PARTY FOR ANY THIRD-PARTY CLAIM DESCRIBED IN THIS SECTION.
11. LIMITATION OF LIABILITY.
11.1 EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT
WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS
OR FUNDING, REVENUES, GOODWILL, OR INDIRECT, INCIDENTAL, CONSEQUENTIAL, COVER,
BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT
AND REGARDLESS OF THE THEORY OF LIABILITY, AND EVEN IF A PARTY OR ITS AFFILIATES HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’
REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT
APPLY TO THE EXTENT PROHIBITED BY LAW.
11.2 CAP ON MONETARY LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT
AS STATED HEREIN, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER
WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL
AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO
THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE
LIABILITY AROSE. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THE AGGREGATE
LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO
THE EXCLUDED CLAIMS EXCEED TWO TIMES (2X) THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS
AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12)
MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING
LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE
THEORY OF LIABILITY BUT WILL NOT LIMIT CUSTOMER'S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS
UNDER THE “FEES AND PAYMENT” SECTION ABOVE.
11.3 EXCEPTIONS. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO LIABILITY ARISING OUT
OF A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD.
12. INSURANCE. Each Party will maintain, at its own expense during the Term, insurance appropriate to its
obligations under this Agreement, including as applicable general commercial liability, errors and omissions,
employer liability, cyber liability, automobile liability, and worker’s compensation insurance as required by
applicable law. PowerSchool’s current certificate of insurance (“COI”) is found at
https://www.powerschool.com/Certificate of Insurance_2024/, which will be updated annually and not subject to
any modifications by Customer. Upon Customer’s request, PowerSchool agrees to include Customer as a
certificate holder (but not as additional insured) on such COI. PowerSchool will provide notice and an updated
COI to Customer in the event of a cancellation or other material change to the insurance coverage described in
such COI. The obligation for PowerSchool to maintain insurance coverage as set forth herein shall in no way
impact the terms of the “Limitation of Liability” Section.
13. TERM AND TERMINATION
13.1 Agreement Term. This Agreement commences on the Effective Date and continues until all the Services
hereunder have expired or terminated pursuant to the terms of this Agreement (the “Term”).
13.2 Subscription Term. The subscription term of each Subscription Service (the “Subscription Term”) will
be as specified in the applicable Quote. The start date of the Subscription Term shall be the later of (i) the start
date specified on the Quote, or (ii) the date last signed on the Quote (or if the Quote is not signed, then the date
of the Customer purchase order received by PowerSchool referencing the applicable Quote number). Except as
otherwise specified in the applicable Quote, Subscription Services will automatically renew for successive twelve
(12) month periods, unless either Party gives the other Party written notice (email acceptable) at least sixty (60)
days before the end date specified on the applicable Quote. Customer shall send any notice of non-renewal to
nonrenewal@powerschool.com. Except as otherwise specified in the applicable Quote, renewal of Subscription
Services will be subject to an uplift, and renewal of promotional or one-time priced subscriptions or licenses will
be at PowerSchool’s applicable list price in effect at the time of the applicable renewal.
13.3 Suspension. If Customer’s account is thirty (30) days or more overdue for any PowerSchool product or
service (except with respect to charges then under reasonable and good faith dispute), PowerSchool reserves the
right, in addition to any of its other rights or remedies, to suspend any of Customer’s Services until such amounts
are paid in full, provided that, other than for customers paying by credit card or direct debit and whose payment
has been declined, PowerSchool has given Customer at least ten (10) business days’ prior notice that its account
is overdue in accordance with the “Notices” section below. In addition, PowerSchool will have the right to suspend
provision of the Services under this Agreement if: (a) Customer or User accessed or used the Services beyond
the scope of the rights granted or for purpose not authorized under this Agreement; (b) Customer or any User is
or has been involved in any fraudulent, misleading or unlawful activities relating to or in connection with any of the
Services; or (c) Customer is notified that an objective security threat arises so great as to warrant immediate action
by PowerSchool to protect the security of Customer Data and the PowerSchool systems, including if the
Subscription Services are experiencing denial of service attacks, mail flooding, or other attacks or disruptions
outside of PowerSchool’s control.
13.4 Termination for Breach. A Party may terminate this Agreement for cause (i) upon 30 days written notice
to the other Party of a material breach if such breach remains uncured at the expiration of such 30-day period, or
(ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency,
receivership, liquidation or assignment for the benefit of creditors.
13.5 Termination for Non-Appropriation for Governmental Entities Only. The Parties acknowledge and
agree that if Customer is a governmental entity that is bound to statutory provisions that prevent it from committing
to the payment of funds beyond its fiscal year, and if funds are not allocated for the Services specified on a Quote
following the commencement of any succeeding fiscal year during which the Quote may continue, then Customer
may terminate the Quote without liability for any termination charges or penalties at the end of its last fiscal period
or the Subscription Term for which funds were appropriated, subject to Customer’s providing the required notice
herein. Customer will pay all charges incurred through the end of the last fiscal period or Subscription Term for
which funds were appropriated. Customer will give PowerSchool written notice that funds have not been
appropriated and that Customer wants to terminate the Agreement: (a) immediately after Customer receives notice
of such non-appropriation; and (b) at least thirty (30) days prior to the end of the applicable fiscal period or
Subscription Term. Customer will not utilize this clause as a right to terminate any Quote or this Agreement for
convenience. PowerSchool reserves the right to request, and Customer shall provide, documentation deemed
reasonably sufficient by PowerSchool evidencing such non-appropriation of funds.
13.6 Mutual Termination. The Parties may terminate this Agreement by mutual written agreement.
13.7 No Other Termination Right. Except as expressly set forth in this Agreement, neither Party has a right
to terminate this Agreement or any Quote prior to its expiration.
13.8 Effect of Termination. In the event of any termination of all or any portion of this Agreement, Customer
will not be relieved of any obligation to pay any sums of money that have accrued prior to the date of termination.
In addition, the provisions of Sections 1 (Definitions), 4 (Proprietary Rights), 6 (Fees and Payment), 7 (Product-
Specific and Pass-Through Terms), 9 (Disclaimer of Warranties), 10 (Indemnification), 11 (Limitation of Liability),
13.8 (Effect of Termination), and 14 (General Provisions) will survive termination or expiration of this Agreement.
The protection of Customer Data as stated in the applicable DPA will survive any termination or expiration of this
Agreement for so long as PowerSchool retains possession of Customer Data. Once the Customer Data has been
made available to return to Customer and is permanently deleted, the executed DPA associated with this
Agreement will automatically expire.
13.9 Return or Disposal of Customer Data. Upon termination or expiration of the Agreement, PowerSchool
shall return to Customer or delete the Customer Data in its possession, custody or control in accordance with the
terms of the DPA, unless otherwise required by applicable law.
14. GENERAL PROVISIONS
14.1 Governing Law. This Agreement will be governed by the laws of the country, territory, province, or
state in which Customer resides or has its principal place of business, without regard to its conflicts of laws rules
or the United Nations Convention on the International Sale of Goods or the Uniform Computer Information
Transactions Act.
14.2 Venue. The state, provincial, and federal courts located the country, territory, province, state, or county
in which Customer resides or has its principal place of business will have exclusive jurisdiction and venue over
any dispute relating to this Agreement, and each Party consents to the exclusive jurisdiction of those courts.
14.3 Amendment. This Agreement may only be amended or modified by a writing specifically referencing
the particular section(s) of this Agreement to be modified and signed by authorized representatives of the Parties.
14.4 Force Majeure. Neither Party will be liable to the other for any delay or failure to perform any obligation
under this Agreement (except for a failure to pay fees owed) if the delay or failure results from any cause beyond
such Party’s reasonable control, including acts of God or of a public enemy, acts of terrorism, war, United States
or foreign governmental acts or restrictions in either a sovereign or contractual capacity, labor strikes, fire, power
outages, road icing or inclement conditions, flood, epidemic or pandemic as designated by the World Health
Organization, earthquakes, or tsunamis.
14.5 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary
to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in
effect.
14.6 No Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute
a waiver of that right.
14.7 Notices. All notices under this Agreement must be in writing and delivered and will be deemed to have
been received by the addressee: (i) if given by hand, immediately upon receipt; (ii) if given by overnight courier
service, the first business day following dispatch; (iii) if given by registered or certified mail, postage prepaid and
return receipt requested (or the equivalent delivery method in an international jurisdiction), the second business
day after such notice is deposited in the mail; or (iv) if given by email, immediately upon confirmed receipt. Notices
delivered personally are deemed given upon documented receipt or refusal by recipient to accept receipt. In the
case of notices to PowerSchool, such notices must be sent to:
PowerSchool Group LLC,
Attn: Chief Legal Officer
150 Parkshore Drive,
Folsom, CA 95630
legalnotices@powerschool.com
In the case of notices to Customer, such notices will be sent to PowerSchool’s address of record for Customer.
Either Party may change its notice address by notifying the other Party in like manner.
14.8 Assignment. Neither PowerSchool nor Customer shall assign or transfer this Agreement or any interest
herein, by operation of law or otherwise, without the prior written consent of the other Party; provided, however,
that PowerSchool may assign its rights and obligations under this Agreement without the consent of the Customer
in the event PowerSchool hereafter effects a corporate reorganization, consolidates with, or merges into, any entity
or transfers all or substantially all of its properties or assets to any entity. This Agreement will inure to the benefit
of and be binding upon the Parties, their respective successors and permitted assigns.
14.9 No Reliance. Each Party acknowledges that it has not made any promise or representation that is not
expressed in this Agreement; and that it has not been induced into entering this Agreement by any representation
about the nature and extent of its existing or potential claims or damages made by the other Party or by the other
Party’s attorney, representative, or agent.
14.10 Export Compliance. Customer shall not use the Services for any reason if Customer or any User is
subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited
to the lists maintained by the U.S. Government (e.g., the Specially Designated Nationals List and Foreign
Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of
Commerce), the European Union or its Member States, or other applicable government authority. Customer shall
not use the Services to export or re-export any information or technology to any country, individual, or entity to
which such export or re-export is restricted or prohibited.
14.11 Anti-Corruption. Neither Party has received or been offered any illegal or improper bribe, kickback,
payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement.
Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above
restriction.
14.12 Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture,
agency, fiduciary or employment relationship between the Parties.
14.13 Entire Agreement; Order of Precedence. This Agreement and/or exhibits referenced herein, and any
addendums and amendments, constitute the complete and entire agreement between the Parties with respect to
its subject matter, and supersedes all prior, written or oral, discussions, understandings, arrangements, proposals,
responses to proposals, and negotiations with respect to the same. The Parties acknowledge and understand that
the disclaimers and limitations of liability set forth in this Agreement form an essential basis of the agreement
between the Parties. The Parties agree that any term or condition stated in a Customer purchase order or in any
other Customer order documentation (excluding Quotes and SOWs) is void. In the event of any conflict or
inconsistency among the following documents, the order of precedence shall be: (1) the applicable executed
Quote, (2) the body of this Agreement; and (3) any referenced and applicable exhibit, schedule, addendum, or
amendment to this Agreement. Titles and headings of sections of this Agreement are for convenience only and
shall not affect the construction of any provision of this Agreement.
14.14 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
14.15 Counterparts. This Agreement may be executed electronically and in counterparts.