TERMS & CONDITIONS

These Terms & Conditions ("Terms") govern your access to and use of the Platform provided by CivicBell, LLC and its affiliates (collectively, "CivicBell"). By logging into, accessing or using the Platform (or authorizing any of your personnel to do so) you confirm that you are (a) a school district or educational institution, or duly authorized to act on behalf of such entity ("Customer," "you" or "your"), and (b) you agree to be bound by these Terms. If you do not agree to all of these Terms, you may not access or use the Platform.

1. Definitions

1.1

"Authorized Users" means those individuals whom you authorize, and for whom you have issued credentials, to access and use the Platform on your behalf.

1.2

"Customer Data" means all data, information or content that you or your Authorized Users upload, transmit, store or otherwise make available via the Platform, including but not limited to student residency data, investigation results, documentation, staff notes and correspondence.

1.3

"Platform" means the web-based application, software, portal, and related services provided by CivicBell that enable you to perform residency verification and investigation services.

1.4

"Services" means the service of providing the Platform (and any associated support, maintenance, training or other services) to you under these Terms.

1.5

"Permitted Purpose" means your use of the Platform solely for the purpose of verifying student residency eligibility, investigating residency claims or related educational-administrative purposes consistent with applicable law and school-district policies.

2. Grant of Access

2.1

Subject to your compliance with these Terms and payment of any applicable fees, CivicBell grants you a non-exclusive, non-transferable, revocable right to permit your Authorized Users to access and use the Platform for the Permitted Purpose during the term of your agreement with CivicBell.

2.2

You agree that you will not: (a) use the Platform for any purpose other than the Permitted Purpose; (b) sublicense, rent, lease, lend or resell access to the Platform; (c) use the Platform in any way that competes with CivicBell or otherwise attempts to recreate similar functionality; (d) reverse-engineer, decompile, disassemble or attempt to derive the source code of the Platform; or (e) circumvent any technical or usage restrictions implemented in the Platform.

3. Customer Responsibilities and Warranties

3.1

You represent and warrant that:

(a) you are a school district or educational institution duly authorized and legally permitted to engage in student residency verification and investigation services;

(b) you have obtained, and will maintain, all necessary consents, authorizations, permissions and legal basis to collect, process, share and use the Customer Data (including, where applicable, parental consents, student permissions, or statutory authorizations under applicable education, residency or privacy laws);

(c) you will use the Platform only in compliance with all applicable federal, state and local laws, regulations and rules (including student privacy laws such as the Family Educational Rights and Privacy Act ("FERPA"), and any state education/data‐privacy laws, and residency eligibility laws) that govern your activities;

(d) you will ensure that your Authorized Users use the Platform in accordance with these Terms; and

(e) you will ensure that the Customer Data you upload or transmit to the Platform is accurate, complete, up-to-date and that you will update or delete such data as required by law or your internal policy.

3.2

You acknowledge and agree that CivicBell acts solely as a service provider for the Platform and does not make any determination as to the lawfulness, accuracy, validity or completeness of the Customer Data or your use of the Platform. You are solely responsible for verifying that you have applied the Platform appropriately and lawfully in each case.

4. Customer Data; Data Use and Ownership

4.1

You retain all right, title and interest in and to the Customer Data. You grant CivicBell a limited license to use, reproduce, transmit, store, display and otherwise process the Customer Data to the extent necessary to provide the Services, maintain the Platform and perform backups and disaster recovery.

4.2

You acknowledge that CivicBell may collect usage, diagnostic and performance information related to your use of the Platform (but not personally identifiable student information unless provided by you) and may use such information for its business, including improving and enhancing the Platform. CivicBell's access to Customer Data is solely for the purpose of providing the Services and not for any other commercial purpose.

4.3

You represent and warrant that the Customer Data does not infringe or violate any third-party rights or any applicable law, and you indemnify CivicBell against any claim arising out of your provision, processing or use of Customer Data.

5. Confidentiality; Security

5.1

"Confidential Information" of a party means all non-public information disclosed by one party to the other 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. Customer Data is the Customer's Confidential Information.

5.2

Each party agrees to protect the other's Confidential Information using at least the same degree of care that it uses to protect its own confidential information of a similar nature (but in no event less than reasonable care). Neither party will disclose the other's Confidential Information except to its employees, contractors or service providers who need access to it to perform the Services or abide by these Terms, and in each case subject to confidentiality obligations consistent with this Section.

5.3

You agree to implement and maintain administrative, technical and physical safeguards to protect the Customer Data, including those reasonably recommended by CivicBell and as required by applicable law. You agree to promptly notify CivicBell in writing of any unauthorized access to, disclosure of, or alteration of your Customer Data (a "Security Event").

5.4

In the event of a Security Event caused by your breach of this Section, you will be solely responsible for any third-party claims, costs, damages, losses or liability arising from such event and you will indemnify and hold CivicBell harmless for any claims related to the Security Event.

6. Fees and Payment

6.1

Customer agrees to pay all fees set forth in the applicable order form or contract. Unless otherwise specified, fees are non-refundable and payable in advance. CivicBell may suspend access to the Platform if payment is not received when due.

6.2

You are responsible for all taxes, levies, duties or similar governmental assessments (other than taxes based on CivicBell's net income) associated with the Services.

7. Term and Termination

7.1

These Terms commence on the Effective Date and continue for the term set forth in your order form or until terminated in accordance with this Section.

7.2

Either party may terminate these Terms for cause if the other party breaches any material provision of the Terms and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

7.3

CivicBell may suspend or terminate access to the Platform at any time if you or your Authorized Users breach these Terms or if required by law, regulation or court order.

7.4

Upon termination or expiration of these Terms for any reason: (a) your license to access and use the Platform terminates; (b) you will immediately cease use of the Platform; (c) you will, within thirty (30) days, instruct CivicBell to delete or return Customer Data, and CivicBell will thereafter delete or anonymize such data in accordance with its data retention policy; and (d) Sections 3 (Warranties), 4 (Customer Data), 5 (Confidentiality), 8 (Disclaimer of Warranties), 9 (Limitation of Liability), 10 (Indemnification) and 11 (Miscellaneous) survive.

8. Disclaimer of Warranties

THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". CIVICBELL MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ARISING FROM COURSE OF DEALING OR USAGE. WITHOUT LIMITING THE FOREGOING, CIVICBELL DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE OR THAT ANY OUTPUT OR RESULTS FROM THE PLATFORM WILL MEET YOUR REQUIREMENTS OR BE ACCURATE.

9. Limitation of Liability

9.1

EXCEPT FOR YOUR INDEMNIFICATION OBLIGATIONS OR YOUR BREACH OF CONFIDENTIALITY OR DATA-SECURITY OBLIGATIONS, IN NO EVENT WILL CIVICBELL (OR ITS AFFILIATES, LICENSORS OR SUPPLIERS) BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR REPUTATIONAL HARM) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE PLATFORM, YOUR USE OF OR INABILITY TO USE THE PLATFORM OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2

CIVICBELL'S AGGREGATE LIABILITY TO YOU FOR DIRECT DAMAGES UNDER THESE TERMS SHALL BE LIMITED TO THE AMOUNT OF FEES PAID BY YOU TO CIVICBELL FOR THE PLATFORM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9.3

Some jurisdictions do not allow the exclusion or limitation of certain damages, so parts of this Section may not apply to you. In such event, the liability of CivicBell will be limited to the fullest extent permitted by applicable law.

10. Indemnification

You agree to indemnify, defend and hold harmless CivicBell, its affiliates and their officers, directors, employees and agents (the "Indemnified Parties") from and against any and all third-party claims, losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your or your Authorized Users' breach of these Terms; (b) your or your Authorized Users' negligence or willful misconduct in using the Platform; (c) your failure to obtain necessary consent or authorization or to comply with applicable laws; or (d) any claim that the Customer Data infringes or violates any third-party rights or applicable law.

11. Changes to Terms

CivicBell may modify these Terms at any time by posting a revised version on the Platform or otherwise providing notice to you. The revised Terms will become effective on the "Effective Date" stated in the revised version. Your continued access or use of the Platform following the Effective Date constitutes your acceptance of the modified Terms. If you do not accept the modified Terms, you must cease using the Platform and, if applicable, terminate your agreement with CivicBell.

12. Governing Law; Dispute Resolution; Other

12.1

These Terms will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions (unless you and CivicBell agree otherwise in a written order form).

12.2

Any dispute arising out of or relating to these Terms or your access to the Platform will be resolved exclusively in the state or federal courts located in California, and each party hereby submits to the jurisdiction of such courts.

12.3

If any provision of these Terms is held unenforceable or invalid under applicable law, that provision shall be modified to the minimum extent necessary to make it enforceable and the remaining provisions will remain in full force and effect.

12.4

You may not assign these Terms or your rights under them without the prior written consent of CivicBell (and any unauthorized assignment will be void). CivicBell may assign these Terms in whole or in part to any affiliate or successor without your consent.

12.5

These Terms, together with any order form or contract you execute for the Services, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, proposals or communications, whether written or oral, relating to such subject matter.

13. Miscellaneous

13.1 Force Majeure

Neither party will be liable for any delay or failure to perform any obligation under these Terms (other than payment obligations) due to causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, internet service or telecommunication failures, government actions or changes in law.

13.2 Notices

All notices required or permitted under these Terms shall be in writing and will be deemed given when delivered personally, by certified mail (return receipt requested), by nationally-recognized overnight courier or by email (with confirmed receipt) to the addresses set forth in your order form or via the Platform.

13.3 Waiver; No Waiver

No failure or delay by either party in exercising any right under these Terms will operate as a waiver of such right. A waiver of any breach or default under these Terms will not constitute a waiver of any subsequent breach or default.

13.4 Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions will continue in full force and effect and the invalid or unenforceable provision will be replaced by a valid provision that most closely reflects the parties' original intent.