Revised Schoolinks contract_15237_Dekalb_031226

AID 2002059 · View on Simbli

Agenda Item

b. SchooLinks: College and Career Readiness Platform (Not to Exceed $477,000)

Summary: Presented by: Kishia Towns, Ph.D., Chief, Wrap Around Services, Division of Wrap Around Services
Request: It is requested that the DeKalb County Board of Education ("the Board") approve a 12-month contract with SchooLinks for an amount not to exceed $477,000 as part of the TIPS contract number 250802.
Why: This request is for a contract with SchooLinks, a comprehensive college and career readiness and social-emotional learning solution for twenty-four (24) high schools, twenty (20) middle schools, and eighty-six (86) elementary schools.
Details: On January 9, 2019, the DeKalb County School District Board of Education approved the purchase of the district’s first College and Career Readiness (CCLR) platform. This platform supports school counselors, Post secondary Transition Specialists, and Senior Advisory Liaisons in working directly with students to develop and implement individualized post-secondary plans while also supporting Social Emotional Learning (SEL) lessons.

The district is transitioning its College and Career Readiness platform to SchooLinks, which will serve as the centralized system for college, career, and life readiness planning for all students. SchooLinks is an online platform that can be accessed anytime, from any location, by both staff and students, ensuring continuity of services and consistent access to planning tools and resources.

The platform provides students with a variety of tools designed to support post secondary planning and exploration. These include self-discovery and career assessments, career exploration resources, communication tools, college-matching features, scholarship search capabilities, goal-setting tools, work-based learning tracking, and opportunities for virtual engagement with college representatives.

Beginning in kindergarten and continuing through high school, students will utilize the platform to complete career exploration activities and develop individualized academic and career plans. Junior and senior students will utilize the CCLR platform to apply to colleges and universities, submit requests for official transcripts, and access scholarship opportunities. The platform will also serve as the district’s centralized system for collecting and reporting scholarship data for graduating seniors.

Additionally, required activities are aligned with the Georgia Department of Education-such as the ‘'Top State for Talent Act House Bill 192" (formerly B.R.I.D.G.E Law) mandates, Child Protection Units, and Bullying Prevention lessons are completed within the platform, and the corresponding data reports are submitted annually to the Georgia Department of Education.

Georgia Work-Based Learning Data Reporting Alignment - Sole Source with SchooLinks is the only CCLR platform GADOE approved Work-Based Learning management solution that generates data that is fully aligned with the official state definitions and requirements.

SchooLinks automatically formats and pushes all required data directly into the reporting portal in compliance with the GADOE submission standards, hence increasing reporting efficiency by eliminating manual reporting.
Financial impact: The total budget of $477,000 for the K-12 SchooLinks platforms will be allocated from Purchased Professional and Technical Services: 100.2100.530010.63711.7040.9990.8010.090.0000.
Contact: Kishia Towns, Ph.D., Chief of Wrap Around Services, Division of Wrap Around Services, 678.676.1811
Mr. Christopher Key, Executive Director of Student Advancement, Division of Wrap Around Services, 678.485.9544
Dr. Shannon Crosslin, Senior Coordinator & School Counseling, Division of Wrap Around Services, 404.808.8942
Effective: 07/01/2026
Status: Approved by the Office of Legal Affairs
Customer: Dekalb County School District                                   Quote Number: Q-15237
Billing Address:                                                          Quote Created Date: 23-Feb-2026
1701 Mountain Industrial Boulevard
Stone Mountain, GA 30083



Order Details
                                                                          Contract End Date: 30-Jun-2027
Contract Start Date: 01-Jul-2026

Grades Purchased for Platform:


Notes:
TIPs Contract 250802
During the contracted term the annual increase on subscription fees will be 3%.
                                               One Time Charges
Product Details                                                         Unit Price          Quantity              Subtotal

Onsite Training Day                                                     $ 2,625.00              2                 $ 5,250.00
01-Jul-2026 - 30-Jun-2027

                                                                                                       One Time Subtotal: $5,250.00
                                                                Recurring Charges
                                                          Date: 01-Jul-2026 - 30-Jun-2027
Product Details                                                          Unit Price         Quantity              Subtotal

Annual Service and Support Included
- Year Round Live Chat
- Online Course & Certification
- Self-serve Help Center                                                  $ 0.00                1                   $ 0.00
- Communal Training Webinar
- Email Support


K-5 Platform
- Career interest assessment
- Career exploration
- Teacher Lesson Plans                                                  $ 1,000.00             87                $ 87,000.00
- Sentiment check in system
- K-5 Personalized Plans


Platform One Price
- All core features for college, career & financial aid
- Student licenses
- Staff licenses
- Parent license
- Unlimited alumni licenses
                                                                          $ 3.50            45,110              $ 157,885.00
- College Application Manager
- Event Scheduler
- Industry Partner Database Lite


NSC Student Tracker
National Student Clearinghouse alumni reporting feature                  $ 595.00              26                $ 15,470.00

State CCR Data Suite
- Key Readiness Indicator Feature
- State Individual Career and Academic Plan Feature
- Annual Maintenance
                                                                          $ 3.00            27,436               $ 82,308.00
- Experience Hour Tracker
Work-based Learning
- Industry Partner Database Pro including customized fields to district
requirements,      collaborative   commenting,     and      affiliation
management                                                                $ 3.00         27,436                $ 82,308.00
- Program Management
- Experience Tracker


Graduation & Academic Success
- Multi-Year Course Planner
- Pathway Management
- Public Course Catalog
                                                                          $ 1.50         27,436                $ 41,154.00
- State Individual Career and Academic Plan


                                                                                                  Recurring Subtotal: $ 466,125.00
                                                                                                     Year 1 Total: $ 471,375.00


        Notes about applicable taxes:
        Prices shown above do not include any state and local taxes that may apply. Any such taxes are
        the responsibility of the Customer and will appear on the final Invoice. If the Customer is exempt
        from sales tax, please send the applicable tax exemption certificate to billing@schoolinks.com

        Notes about NSC Student Tracker:
        By signing this Order Form, I am agreeing to the National Student Clearinghouse's Terms &
        Conditions, found here: http://www.schoolinks.com/nsc-terms


        Terms & Conditions:
        This Order Form is governed exclusively by the terms and conditions incorporated herein and
        those available at:
        https://www.schoolinks.com/terms-and-conditions in the event of a conflict, the terms in this
        agreement will prevail.


        Signature
        By signing below, I certify that I am authorized to sign on behalf of the Customer and I agree to be
        bound by the terms and conditions of this contract.
          Customer                                                        SchooLinks
          Signature:                                                      Signature:
          Full Name:                                                      Full Name:

          Title:                                                          Title:

          Date Signed:                                                    Date Signed:
                                  Terms and Conditions

THIS MASTER SERVICES AGREEMENT (“AGREEMENT”) IS ENTERED INTO AND
EFFECTIVE AS OF THE DATE WHEN THE LAST OF THE PARTIES HERETO EXECUTES
THIS AGREEMENT (“EFFECTIVE DATE”) IS BY AND BETWEEN SCHOOLINKS, INC.,
(“SCHOOLINKS”) WITH RESPECT TO SCHOOLINK’S COLLEGE AND CAREER
READINESS PRODUCTS AND SERVICES (COLLECTIVELY, THE “SERVICE” OR “SITE”),
AND THE RELATING DOCUMENTATION AND THE SCHOOL DISTRICT THAT IS
SIGNATORY TO THIS AGREEMENT (THE "CUSTOMER” OR “YOU” OR “INSTITUTION”).
BY SIGNING THIS AGREEMENT, YOU HEREBY AGREE TO THE TERMS OF THE
AGREEMENT AND WARRANT THAT YOU HAVE THE REQUISITE AUTHORITY, POWER,
AND RIGHT TO BIND EACH SCHOOL IN THE DISTRICT TO USE THE SERVICES
PURSUANT TO THIS AGREEMENT.

 1.   SCOPE OF WORK. SchooLinks agrees to provide the SchooLinks services and products
      (the “Services” or “Site”) listed in the Scope of Work, attached hereto as Exhibit A, in a
      prompt, timely and professional manner. SchooLinks agrees services will not begin and
      payments will not be made by Institution until the Agreement is fully executed, a purchase
      order has been issued by Institution to SchooLinks and an invoice has been submitted by
      SchooLinks to Institution.

 2.   FEES. Certain websites or features of SchooLinks are outside of Scope of Work, and
      may require a fee for access or use. Such fees are subject to the provisions of this
      section.

      2.1.   CHARGES AND PAYMENTS. Institution will pay all fees or charges to its
             account in accordance with the billing terms in effect at the time a fee or charge
             is due and payable. Service fees are non-refundable whether or not Institution
             actively uses the Service. Institution may add additional, optional features by
             request. SchooLinks reserves the right to change the fees, applicable charges
             and usage policies and to introduce new charges at any time, upon at least sixty
             (60) days prior notice to Institution; provided, however that such fees shall not
             become effective for Institution for services then in effect on Institution’s account
             until the next renewal period for Institution’s account.

      2.2.   BILLING AND RENEWAL. SchooLinks charges in advance for use of the
             Services, unless otherwise noted herein. SchooLinks will notify Institution of the
             opportunity to renew the Service approximately ninety (90) days or more prior to
             the subscription expiration date. Service fees are exclusive of all taxes, levies, or
             duties imposed by taxing authorities, and Institution shall be responsible for
             payment of all such taxes, levies, or duties as may be applicable to the Service
      fees (exclusive of any taxes or similar fees that may be imposed on the net income of
      SchooLinks).
              If the number of active licenses exceeds the purchased number of licenses
              listed in the contract for the stated period, SchooLinks will include the excess
              licenses, charged at the then-current rate as listed in the contract, in the next
              applicable Invoice charged to Institution.




     2.3.     BILLING INFORMATION. Institution agrees to provide SchooLinks with
              complete and accurate billing and contact information. This information includes
              legal name, street address, e-mail address, and name and telephone number of
              an authorized billing contact. Institution agrees to update this information within
              thirty (30) days of any change to it.

     2.4.     NON-PAYMENT AND SUSPENSION OF ACCESS AND SERVICE. Institution’s
              account will be considered delinquent if payment in full is not received within sixty
              (60) days of the date of an invoice. SchooLinks reserves the right to suspend or
              terminate this Agreement and Institution’s and Institution’s Users access to the
              Service if Institution’s account becomes delinquent. If Institution or SchooLinks
              initiates termination of this Agreement, Institution will be obligated to pay the
              balance due on the account computed in accordance with Section 3.1 Charges
              and Payments. Institution agrees that SchooLinks may charge such unpaid
              fees to Institution’s credit card, if applicable, or otherwise bill Institution for such
              unpaid fees. SchooLinks also reserves the right to impose a separate
              reconnection fee should Institution thereafter again request access to the Service.




3.   TERMINATION OF AGREEMENT. Except as otherwise allowed below, this Agreement
     shall automatically terminate, unless extended by written mutual agreement of
     Institution and SchooLinks at the time final service is completed.

     3.1.     TERMINATION FOR CAUSE.

            3.1.1.   Any breach of payment obligations or unauthorized use of the Service by
                     Institution or User will be deemed a material breach of this Agreement.
                     SchooLinks, in its sole discretion, may terminate Institution’s and Users’
                     passwords, accounts or use of the Service if Institution or Users breach or
                     otherwise fails to comply with this Agreement

            3.1.2.   If SchooLinks becomes insolvent or the subject of any proceeding under
                     bankruptcy, insolvency or receivership law or makes an assignment for
                     the benefit of creditors, Institution shall thereupon have the right to
                     terminate this Agreement by giving thirty (30) days written notice of such
                     termination and specifying the effective date.
     3.2.     DATA RETENTION.
            3.2.1. SchooLinks agrees and acknowledges that Institution owns all Institution
                   and User data hosted on the service by SchooLinks. Institution agrees
                   and acknowledges that SchooLinks has no obligation to retain Institution
                   Data, and may delete Institution Data, more than thirty (30) days after
                   termination. Upon termination of this Agreement, or at the discretion of
                   Institution, Institution may request in writing that Institution Data be
                   deleted, and SchooLinks shall comply with such written request within
                   ninety (90) days of such written request. SchooLinks has no obligation to
                   retain Institution Data if Institution or Users have materially breached this
                   Agreement and such breach has not been cured within thirty (30) days of
                   notice of such breach. SchooLinks has no obligation to retain Institution
                     Data if the account is delinquent, and such Institution Data may be
                     irretrievably deleted. Prior to deletion, SchooLinks may charge a reasonable
                     fee, for which payment shall be made in advance, to transfer Institution Data
                     to Institution in a reasonable manner.

            3.2.2.   In the event that a student graduates or withdraws from the Institution,
                     SchooLinks shall obtain separate and written confirmation from a legal
                     guardian or student 18 years of age or older evidencing consent for that
                     Information to be safely stored and maintained.

4.   INSTITUTION AND USER RESPONSIBILITIES

     4.1.     INSTITUTION RESPONSIBILITIES. Institution is responsible for any and all
              activities (other than User purchases) that occur under Institution’s and its Users’
              accounts. Institution shall: (i) maintain the confidentiality of Users’ names and
              passwords; (ii) notify SchooLinks immediately of any unauthorized use of any
              password or account or any other known or suspected breach of security: (iii)
              report to SchooLinks immediately and use reasonable efforts to stop immediately
              any use of the Service inconsistent with the terms of the License that is known or
              suspected by Institution; (iv) assure that use of the Service shall at all times comply
              with all applicable local, state, federal, and international laws, regulations, and
              conventions, including without limitation those related to data collection, use,
              disclosure and privacy; international communications; and the exportation of
              technical or personal data; (v) assure that use of the Service shall at all times
              conform to the terms and conditions of this Agreement; and (vi) not impersonate
              another user of the Service or provide false identity information to gain access to
              or use the Service.


     4.2.     USER RESPONSIBILITIES. Users are responsible for any and all activities that
              occur under their accounts. Users shall: (i) maintain the confidentiality of their
              names and passwords; (ii) notify Institution who provides Users’ access
              immediately of any unauthorized use of any password or account or any other
            known or suspected breach of security; (iii) report to Institution who provides Users’
            access immediately and use reasonable efforts to stop immediately any use of the
            Service inconsistent with the terms of the License provided in Section 3 herein that
            is known or suspected by Users; (iv) use the Service in compliance with all
            applicable local, state, federal, and international laws, regulations, and
            conventions, as well as with the terms and conditions of this Agreement; and (v)
            not impersonate another user of the Service or provide false identity information to
            gain access to or use the Service. Users will not attempt to change any fields that
            are not intended for User modification. Any attempt by Users to view or manipulate
            the records of another User will be deemed a material breach and, in addition to
            exercising its termination rights under this Agreement, SchooLinks may, in its
            discretion, inform any relevant authorities.

5.   SECURITY.

     5.1.   The Service has security measures in place to help protect against the loss,
            misuse, and alteration of the data under SchooLinks’s control. When the Service
            is accessed using a supported web browser, Secure Socket Layer (SSL)
            technology protects information using both server authentication and data
            encryption to help ensure that data are safe, secure, and available only to
            authorized users. SchooLinks also implements an advanced security method
            based on dynamic data and encoded session identifications, and hosts the Service
            in a secure server environment that uses a firewall and other advanced technology
            in an effort to prevent interference or access from outside intruders. Finally, the
            Service requires unique account identifiers, usernames, and passwords that must
            be entered each time a Institution or User signs on. These safeguards help to
            prevent unauthorized access, maintain data accuracy, and ensure the appropriate
            use of data. The Internet, however, is not perfectly secure and SchooLinks shall
            not be responsible for security breaches not reasonably within its control.

     5.2.   In the event of unauthorized access to Institution personal information,
            SchooLinks shall provide notice to Institution within forty-eight (48) hours of
            discovery and the unauthorized access and in accordance with applicable laws,
            and will reasonably cooperate with Institution in providing any required notice to
            Institution End Users. SchooLinks shall also provide Institution with information
            regarding the nature and scope of the unauthorized access, steps taken to
            mitigate the incident and safeguards to prevent similar incidents in the future.

     5.3.   FAMILY EDUCATIONAL RIGHTS AND PRIVACY ACT (‘FERPA"). In the event
            Institution is subject to the provisions of the Family Educational Rights and Privacy
            Act (FERPA), the Parties agree as follows: (A) Institution appoints SchooLinks as
            a "school official" as that term is used in FERPA §99.7(a)(3)(iii) and 99.31 (a)(1)
            and as interpreted by the Family Policy Compliance Office, and determines that
            SchooLinks has a "legitimate educational interest," for the purpose of carrying out
             its responsibilities under the Agreement. (B) SchooLinks acknowledges that it shall
             be bound by all relevant provisions of FERPA and agrees that personally
             identifiable information obtained from Institution by SchooLinks in the performance
             of this Agreement: (i) will not be disclosed to third parties, except as expressly
             provided for in FERPA §§99.31, without signed and dated written consent of the
             student, or if the student is under eighteen (18) years of age, signed and written
             consent of the student's parents/guardians and
             (ii) will be used only to fulfill SchooLinks' responsibilities under the Agreement. In
             accordance with FERPA, the Parties agree that any consents to disclose information
             may be made electronically.

6.   LIMITED WARRANTY, LIABILITY AND DAMAGES; INDEMNITY
     6.1.    WARRANTY DISCLAIMER
     THE SERVICE IS PROVIDED “AS IS” AND WITHOUT WARRANTY BY SCHOOLINKS
     AND, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, SCHOOLINKS
     AND ITS AFFILIATED PARTIES EXPRESSLY DISCLAIM ALL OTHER WARRANTIES,
     EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES
     OF MERCHANTABILITY, NON INFRINGEMENT, TITLE AND FITNESS FOR A
     PARTICULAR PURPOSE. Specifically, SchooLinks makes no warranty that the Service
     or the Site will meet Institution’s requirements or that access to the same will be
     uninterrupted or error-free. You acknowledge and agree that SchooLinks and its vendors
     and licensors do not operate or control the internet and that: (I) viruses, worms, Trojan
     horses, or other undesirable data or software; or (II) unauthorized users (e.g.
     hackers) may attempt to obtain access to and damage the content, websites, computers, or
     networks. Schoolinks will not be responsible for those activities.

     6.2   LIMITED LIABILITY. NEITHER SCHOOLINKS NOR ITS AFFILIATED PARTIES
     WILL BE LIABLE TO INSTITUTION OR ANY THIRD PARTY FOR (A) ANY
     UNAUTHORIZED USE OF THE SERVICE OR SITE OR USE OR PURPOSES NOT
     INTENDED UNDER THIS AGREEMENT, OR (B) ANY LIABILITY OR DAMAGE CAUSED
     OR INITIATED BY THIRD PARTIES AND AFFECTING INSTITUTION’S COMPUTERS,
     COMMUNICATIONS FACILITIES, SOFTWARE, DATA OR SERVICES THAT MAY
     RESULT FROM USE OR ACCESS OF THE SERVICE OR THE SITE.

     6.3 LIMITED DAMAGES AND REMEDIES. NEITHER SCHOOLINKS NOR ITS
     AFFILIATED PARTIES SHALL BE LIABLE TO INSTITUTION OR ANY SCHOOL FOR ANY
     CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES (INCLUDING DAMAGES
     FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS
     INFORMATION AND THE LIKE) ARISING OUT OF THE USE OR OF THE INABILITY TO
     USE THE SERVICE OR THE SITE. Because some jurisdictions do not allow the exclusion
     or limitation of liability for consequential or incidental damages, the above limitation may not
     apply to Institution. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE
     CONTRARY, IN NO EVENT SHALL SCHOOLINKS OR ITS AFFILIATED PARTIES BE
     LIABLE FOR DAMAGES OR MONETARY REMEDIES OF ANY KIND IN THE
     AGGREGATE UNDER THIS AGREEMENT THAT EXCEES THE LICENSE FEE PAID BY
     THE INSTITUTION IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEEDING THE
     CLAIM OR CLAIMS GIVING RISE TO THE LIABILITY.
7.   INDEMNITY. INTENTIONALLY OMITTED

8.   MISCELLANEOUS.

     8.1.   General Terms. SchooLinks may use and disclose to third parties Institution’s




            name and logo, and if Institution is a school district, the names of any affiliated
            schools as part of a list of SchooLinks customers or references. Waiver of any
            breach under this Agreement does not waive future compliance with that
            provision, which remains in effect. If any part of this Agreement is held invalid or
            unenforceable, that portion shall be construed in a manner consistent with
            applicable law to reflect, as nearly as possible, the original intentions of the
            parties, and the remaining portions shall remain in full force and effect.

     8.2.   Remedies and Reserved Rights. SchooLinks reserves the right at any time and
            from time to time to modify, temporarily suspend and limit access to the Service
            or the Site (or any part thereof) with or without notice to the Institution for
            maintenance or security or other reasons. Institution agrees that SchooLinks shall
            not be liable to it or any third party for any modification, suspension, or limitation
            of the Service or Site. SchooLinks also reserves the right at any time and from
            time to time to modify or terminate any of the content or curriculum of the Service
            or the Site. If SchooLinks discovers any unauthorized access or use of the
            Service and/or Site, then SchooLinks shall have the following remedies in
            addition to any and all other remedies that may be available to SchooLinks: (a) if
            such unauthorized use may cause injury or physical damage to SchooLink’s
            computers, data or electronic files, the Site, the Service or a third party, then
            SchooLinks has the reasonable right to suspend all or part of the Service or the
            Site access of Institution immediately without prior notice to protect itself or third
            parties, and SchooLinks shall promptly notify Institution of the suspension and
            work together with Institution to cure the problem; and (b) if such unauthorized
            access or use would cause any other type of injury or damage to SchooLinks or
            a third party, then SchooLinks shall give Institution notice of the problem and no
            less than three (3) business days to cure the problem, and thereafter if the
            problem remains uncured SchooLinks has the right to suspend all or part of the
            Service or Institution’s Site until the problem is cured; and terminate this
            Agreement immediately.

9.   ENTIRE AGREEMENT AND AMENDMENT. This agreement constitutes the entire
      Agreement of the Parties, and it may not be changed, altered, amended, modified, or
      rescinded except by written agreement signed by the duly authorized representatives of
      the Parties.

10.   ASSIGNMENT. Neither Party shall assign this Agreement without the other Party’s prior
      written consent; except that SchooLinks may assign this Agreement without Institution’s
      consent to an entity: possessing a controlling interest in SchooLinks; that is under
      common control with SchooLinks; or in which SchooLinks possesses a controlling
      interest. Irrespective of any assignment authorized by this Section, SchooLinks shall be
      legally bound by and subject to the Agreement, and any permitted SchooLinks assignee
      shall accept such assignment with the express written acknowledgement that it shall be
      bound by all terms and obligations set forth in this Agreement. Any prohibited
      assignment shall be void. This Agreement inures to the benefit of and will be binding
      upon Institution and SchooLinks and their respective successors and permitted assigns.

11.   FORCE MAJEURE. Neither Party shall be liable for any delay or failure in performance
      due to acts of nature, terrorism, labor disputes, riots, war, fire, epidemics, disruption of
      utility services or other similar occurrences that are beyond its reasonable control
      (“Force Majeure”). However, in order to avail itself of such excuse, the Party must act
      diligently to remedy the cause of and to mitigate the impact of the delay or failure.

12.   DISPUTE RESOLUTION. In the event of any dispute, claim, question, or disagreement
      arising from or relating to this Agreement or the breach thereof, the Parties hereto shall
      use their best efforts to settle the dispute, claim, question, or disagreement. To this
      effect, the Parties shall consult and negotiate with each other in good faith, and
      recognizing their mutual interests, attempt to reach a just and equitable solution
      satisfactory to both Parties.

13.   CHOICE OF LAW AND SEVERABILITY. This Agreement shall be interpreted in
      accordance with the laws of the State of Georgia without giving effect to provisions
      governing the choice of law. If any provision of this Agreement is held by final judgment
      of a court of competent jurisdiction to be invalid, illegal, or unenforceable, the invalid,
      illegal, or unenforceable provision shall be severed from the remainder of this
      Agreement, and the remainder of this Agreement shall be enforced, except as modified
      to the minimum extent necessary to render the provision valid and enforceable.
                                 Data Sharing Agreement


1.   DEFINITION, USE, AND TREATMENT OF DATA.

     1.1.   “Data” shall include, but is not limited to, the following: student data, employee
            data, metadata, user content, course content, materials, and any and all data and
            information that Institution (or any authorized end user(s)) uploads or enters
            through their use of the product. “Data” also specifically includes all personally
            identifiable information in education records, directory data, and other non-public
            information.

     1.2.   Institution owns and retains all rights, title and interest to, or has appropriate
            possessory rights in, Data. SchooLinks makes no claim of license, title or
            ownership to or in Data.

     1.3.   All Data accessed or used by the SchooLinks shall at all times be treated as
            confidential by SchooLinks and shall not be copied, used or disclosed by
            SchooLinks for any purpose not related to providing services to Institution. As
            outlined in more detail below, SchooLinks recognizes that personally identifiable
            information is protected against disclosure by Federal and State Statutes and
            Regulations, and SchooLinks agrees to comply with said restrictions.

2.   PURPOSE, SCOPE, AND DURATION.

     1.1.   For SchooLinks to provide services to Institution it may become necessary for
            Institution to share certain Data related to Institution’s students, employees,
            business practices, and/or intellectual property.

     1.2.   The Parties acknowledge that Institution is subject to the Family Educational
            Rights and Privacy Act (20 U.S.C. 12332(g)) (“FERPA”), which federal law and
            supporting regulations generally address certain obligations of an educational
            agency or institution that receives federal funds regarding disclosure of personally
            identifiable information in education records. The Parties agree that SchooLinks is
            a “school official” under FERPA and has a legitimate educational interest in
            personally identifiable information from education records because SchooLinks:
            (1) provides a service or function for which Institution would otherwise use
            employees; (2) is under the direct control of Institution with respect to the use and
            maintenance of education records; and (3) is subject to the requirements of
            FERPA governing the use and redisclosure of personally identifiable information
            from education records.


     1.3.   The parties expect and anticipate that SchooLinks may receive personally
            identifiable information in education records from Institution only as an incident of
            service or training that SchooLinks provides to Institution pursuant to this
            Agreement. SchooLinks shall be permitted to use any such personally identifiable
            information in education records as a function of performing its duties and
            obligations. SchooLinks represents that it shall not use or further disclose any
            personally identifiable information in education records other than as a function of
            performing its duties and obligations.

     1.4.   This agreement becomes effective immediately upon the date of execution and
            shall remain in effect during the time that SchooLinks provides services to
            Institution. SchooLinks agrees to use said Data solely for the purposes of
            providing services to Institution.

     1.5.   At the conclusion of this agreement SchooLinks agrees to destroy or transfer to
            Institution under the direction of Institution all Data relating to Institution upon
            request, its students, and its employees that SchooLinks may have in its
            possession or in the possession of any subcontractors or agents to which the
            SchooLinks may have transferred Data.


2.   DATA COLLECTION. SchooLinks will only collect Data necessary to fulfill its duties as
     outlined in this Agreement.

3.   DATA USE. SchooLinks will use Data strictly for the purpose of fulfilling its duties
     providing services, and improving services under this Agreement.

4.   DATA DE-IDENTIFICATION. SchooLinks may use de-identified Data for product
     development, research, or other purposes. De-identified Data will have all direct and
     indirect personal identifiers removed. This includes, but is not limited to, name,
     identification numbers, dates of birth, demographic information, location information, and
     school identification. Further, SchooLinks agrees not to attempt to re-identify de- identified
     Data and not to transfer de-identified Data to any party authorized to receive such Data
     pursuant to this Agreement unless that party agrees not to attempt re- identification.

5.   MARKETING AND ADVERTISING PROHIBITED. SchooLinks shall not use any Data to
     advertise or market to students, their parents, or District employees or officials.

6.   ACCESS. Any Data held by SchooLinks will be made available to Institution immediately
     upon request by Institution.

7.   SECURITY CONTROLS. SchooLinks shall take all reasonable measures to store and
     process Data. This includes implementing appropriate administrative, physical, and
     technical safeguards to secure Data from unauthorized access, disclosure and use.
8.   NOTIFICATION OF DATA BREACH.

     8.1.   When SchooLinks becomes aware of a disclosure or security breach concerning
                  any Data covered by this Agreement, SchooLinks shall immediately notify
                  Institution and take immediate steps to limit and mitigate the damage of such
                  security breach to the greatest extent possible.

          8.2.    The Parties agree that any breach of the privacy and/or confidentiality obligation
                  set forth in the Agreement may, at Institution’s discretion, result in Institution
                  immediately terminating this Agreement.

  9.      SEVERABILITY. The provisions of this Agreement are severable. If a court of
          competent jurisdiction determines that any portion of this Agreement is invalid or
          unenforceable, the court’s ruling will not affect the validity or enforceability of the other
          provisions of the Agreement.

 10.      ENTIRE AGREEMENT. This document states the entire agreement between SchooLinks
          and Institution with respect to its subject matter supersedes any previous and
          contemporaneous or oral representations, statements, negotiations, or agreements. This
          Agreement is governed by the laws of the State of Texas. Venue shall lie in Travis County,
          Texas, for any dispute arising out of this Agreement.

Signature
By signing below, I certify that I am authorized to sign on behalf of the Institution and I agree to be
bound by the terms and conditions of this contract.

 Institution                                        SchooLinks
 Signature:                                         Signature:
 Full Name:                                         Full Name:
 Title:                                             Title:

 Date Signed:                                       Date Signed: