Remind School Plan Standard Agreement

This document describes the terms and conditions of the Services (including the Remind School Plan) offered by Remind101, Inc. (“Remind” or “we”) and purchased by you on behalf of your school or organization (the “School” or “you”). This agreement, along with any applicable Order Form that is mutually executed by the parties and which references this agreement (the “Agreement”) governs the School’s access to and use of the Services and is effective as of (i) the applicable Order Form Effective Date (if the School has entered into an Order Form with Remind) or (ii) the date an authorized representative of the School purchases the Services via our website (the “Effective Date”). If you purchase the Services via our website, you represent and warrant that you are an authorized representative of the School with full power and authority to enter into and bind your School to this Agreement. Any terms used but not defined herein will have the meaning set forth in the Order Form. In the event of any conflict between these terms and conditions and the Order Form, the Order Form will prevail.

Security And Data Transfer

Remind uses commercially reasonable security standards. Remind and the third party vendors Remind relies upon to process School Customer Data (“Customer Data”) have implemented generally adopted industry standard systems and procedures to protect the security, confidentiality and integrity and prevent against unauthorized access to or use of Customer Data. To provide the Services, Remind may transfer, store and process Customer Data in the United States or any other country in which Remind or its third party vendors maintain facilities. By using the Services, your School consents to this transfer, processing and storage.

Modifications To The Services And Terms

Remind may make commercially reasonable changes to our Services (including improving the Services with new applications, features or functionality or changing third party providers).. The School will facilitate any commercially reasonable changes to the Services, if necessary.  If Remind makes a material (determined by Remind in its discretion) change, Remind will inform the school by posting any change to our website or messaging the School’s designated contact directly. The School will be deemed to have accepted any changes unless the School objects by written notice to Remind within (thirty) 30 days after notice of such changes. End Users associated with Customer’s Admin Account must agree to the Terms of Service and Privacy Policy applicable to End Users prior to use of the end user services (“End User Services”). The Terms of Service and Privacy Policy (the “End User Agreements”) may change from time to time as set forth therein, and are not governed by or subject to the terms of this Agreement, nor is Customer a third party beneficiary thereof. The End User Services are separate from the Services.

Customer Obligations

The School will use Remind’s Services only as permitted under this Agreement and in accordance with the Community Guidelines available at remind.com/community-guidelines (which are incorporated herein by reference and may be amended by Remind from time to time upon notice to the School). The School will specify one or more Administrators to access and manage the Admin Account(s). The School is responsible for: (a) designating those individuals who are authorized to access the Admin Account(s); and, (b) ensuring that all activities that occur in connection with the Admin Account(s) comply with the Agreement. Remind provides a school communication tool, which means we cannot and will not manage the School’s use of the Services or the behavior of the designated Administrators.

End User And Parental Consent And Compliance With Applicable Laws

As Administrators may access, monitor, use, or disclose Customer Data in End User Accounts, the School must obtain all required consents of End Users and their parents or guardians. The School understands and agrees that once an End User has agreed to the End User Agreements, any Customer Data that personally identifies such End User is not Confidential Information of the School, but rather is governed by the End User Agreements, and not by this Agreement. Additionally, the School is solely responsible for, and represents and warrants it is in, compliance with COPPA and FERPA, including by obtaining parental consent for the collection and disclosure of personal information through the Services. Without limiting the foregoing, the School represents and warrants that it will comply with all applicable laws, and further, that its disclosure of any information to Remind, and/or Remind’s use of such information subject to the restrictions of this Agreement, does not and will not violate any applicable laws (including COPPA or FERPA). The School will not disclose any information to Remind that is protected health information (“PHI”) subject to the Health Information Portability and Accountability Act (“HIPAA”). Remind complies with applicable laws regarding online advertising and will not serve behaviorally targeted Ads unless permitted by those laws.

Restrictions

The School will not allow unauthorized third parties to use the Services and must notify Remind promptly if the School becomes aware of any unauthorized use. The School will not (and will not allow a third party to): reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation or data related to the Services (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); modify, translate, or create derivative works based on the Services; use the Services for timesharing or service bureau purposes or for any purpose other than its own internal, non-commercial, educational use; attempt to create a substitute or similar service through use of, or access to, the Services; sell, resell, lease or the functional equivalent thereof, the Services to a third party; or use the Services other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any European privacy laws), intellectual property, consumer and child protection, obscenity or defamation).

Suspension

Remind may, without liability to the School or any End User, suspend the account of any End User who violates the End User Agreements and we may suspend an account in the event of an Emergency Security Issue.

Confidential Information And Personal Information

Neither party will disclose the other’s Confidential Information, except to Affiliates, employees, independent contractors and agents who need to know it and who have agreed in writing to keep it confidential. Each party may disclose the other party’s Confidential Information solely to the extent required by law or court order but only after it, if legally permissible: (a) uses commercially reasonable efforts to notify the other party; and (b) gives the other party the chance to challenge the disclosure.

Intellectual Property Rights; Licenses

Unless explicitly stated, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. The School owns all Intellectual Property Rights in Customer Data, and Remind owns all Intellectual Property Rights in the Services. The School hereby grants to Remind a non-exclusive, royalty-free, fully paid-up, worldwide, sublicensable and transferable license to use the Customer Data as necessary to fulfill its obligations and exercise its rights hereunder.

Publicity

The School permits Remind to include the School’s name or Brand Features in a list of Remind customers, online or in promotional materials, and to verbally reference the School as a customer.

Warranty Disclaimers

THE SERVICES, CONFIDENTIAL INFORMATION AND ANYTHING ELSE PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED “AS-IS,” WITHOUT ANY WARRANTIES OF ANY KIND. REMIND (AND ITS AGENTS, AFFILIATES, LICENSORS AND SUPPLIERS) HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE SCHOOL ACKNOWLEDGES THAT THE SERVICES ARE NOT A TELEPHONY SERVICE AND THAT THE SERVICES ARE NOT CAPABLE OF PLACING OR RECEIVING ANY CALLS, INCLUDING EMERGENCY SERVICES CALLS, OVER PUBLICLY SWITCHED TELEPHONE NETWORKS.

Fees; Payment; Interest Charged For Late Payments

The School will pay Fees for the Services as set forth in an applicable Order Form or as otherwise agreed upon. Unless specified otherwise in the Order Form (if applicable), all Fees are due thirty (30) days from the invoice date. We will charge interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) from the payment due date for any delinquent payments until paid in full. The School will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Remind in collecting delinquent amounts.

Purchase Orders

If the School requires a Purchase Order number on its invoice, it must inform Remind and issue a Purchase Order to Remind. Any terms and conditions on a Purchase Order do not apply to this Agreement and are null and void. This Agreement, in conjunction with our End User Agreements, are our complete Agreement.

Taxes

The School is responsible for any Taxes, and will pay Remind in full for the Services without any reduction for Taxes. If Remind is obligated to collect or pay Taxes, the Taxes will be invoiced to the School, unless the School provides Remind with a valid tax exemption certificate. If the School is required by law to withhold any Taxes from its payments to Remind, it must provide Remind with an official tax receipt or other appropriate documentation.

Term

This Agreement will remain in effect for the Term as stated in the Order Form or, if no Order Form exists, until terminated in accordance with this document.  Unless the parties agree otherwise in writing, End User Accounts added during any Services Term will have a prorated term ending on the last day of that Services Term. At the end of each Services Term, the Services (and all End User Accounts previously purchased for a Fee) will automatically renew for an additional Services Term of twelve months. If either party does not want the Services to renew, then it must notify the other party in writing at least sixty (60) days prior to the end of the then-current Services Term. This notice of non-renewal will be effective upon the conclusion of the then-current Services Term.

Remind can revise its rates for Services that the School has purchased for a Fee for the following Services Term by providing the School written notice (which may be by email) at least seventy-five (75) days prior to the start of the subsequent Services Term.

Termination

Either party may suspend performance or terminate this Agreement if: (i) the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; (ii) the other party ceases its operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (iii) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches.

The School may terminate this Agreement for any reason (or no reason) with thirty days prior written notice to Remind, but the School will remain obligated to pay any Fees for Services applicable to the remainder of the then-current Services Term for those Services. Remind may terminate this Agreement and cease providing the Services if the School fails to pay invoices within a timely fashion.

If this Agreement terminates, then: (i) the rights granted by one party to the other will cease immediately; (ii) Remind will provide the School access to, and the ability to export, the Customer Data for a commercially reasonable period of time at Remind’s then-current rates, if applicable, for the Services; (iii) Customer will be able to use Remind’s free services, however, if Customer subsequently requests termination of all services and deletion of accounts, Remind will offer End Users the choice whether to continue using Remind, and if so, provide each End User with control over his or her Remind account; (iv) after a commercially reasonable period of time and only upon explicit, written request of your School, Remind will delete Customer Data for those individual accounts that have not been claimed by End Users by overwriting the Customer Data over time; and, (v) upon explicit, written request each party will promptly use commercially reasonable efforts to return, delete (by overwriting over time) or destroy all other Confidential Information of the other party.

Limitation Of Liability

NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, THE DELAY OR INABILITY TO USE THE SERVICES OR ANYTHING OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION COST OF PROCUREMENT OF SUBSTITUTE GOODS, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.

THE TOTAL LIABILITY OF EITHER PARTY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE THE LESSER OF: (I) ONE THOUSAND DOLLARS OR (II) THE AMOUNT PAID OR PAYABLE BY CUSTOMER TO REMIND UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

These limitations of liability apply to the fullest extent permitted by applicable law, but do not apply to breaches of confidentiality obligations or violations of a party’s Intellectual Property Rights by the other party.

Notices

Unless specified: (a) all notices must be in writing and addressed to the attention of the other party’s legal department or primary point of contact; and (b) notice will be deemed given: (i) when verified by written receipt if sent by personal courier, overnight courier, or when received if sent by mail without verification of receipt; or (ii) when verified by automated receipt or electronic logs if sent by facsimile or email.

Assignment; Change Of Control

The School may not assign or transfer this Agreement in part or in whole without the prior written consent of Remind.. Remind may freely transfer and assign any of its rights and obligations under this Agreement.

Force Majeure

Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control.

No Waiver

Failure to enforce any provision of this Agreement will not constitute a waiver.

Severability

If any provision of this Agreement is found unenforceable, the balance of the Agreement will remain in full force and effect.

Governing Law

  1. For City, County and State Government Entities

    If the School is a city, county, or state government entity, then the parties agree to remain silent regarding governing law and venue.

  2. For All other Entities

    This Agreement is governed by California law, without regard to its conflict of laws principles. FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE OR FEDERAL COURTS IN SANTA CLARA COUNTY, CALIFORNIA.

Amendments

Any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.

Survival

The following Sections will survive expiration or termination of this Agreement: 7 (Confidential Information), 8 (Intellectual Property Rights) excluding the last sentence thereof, 15 (Termination), and 16 (Limitation of Liability).

Insurance

Remind will maintain insurance coverage consistent with generally recognized commercial standards including general liability insurance.

Entire Agreement

This Agreement is the parties’ entire agreement relating to its subject and supersede any prior or contemporaneous agreements on that subject.


Addendum A – Definitions

Definitions

“Admin Account(s)” means the administrative account(s) provided to the School by Remind for the purpose of administering the Services. The use of the Admin Account(s) requires a password, which Remind will provide to the School.

“Administrators” mean the Customer-designated technical personnel who administer the Services to End Users on the School’s behalf.

“Ads” means online advertisements, excluding advertisements provided by any advertising products that are not part of the Services that the School chooses to use in connection with the Services, displayed by Remind to End Users.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

“Brand Features” means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.

“Confidential Information” means information disclosed by a party to the other party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances.  Confidential Information does not include information that: (a) the recipient of the Confidential Information already knew; (b) becomes public through no fault of the recipient; (c) was independently developed by the recipient; or (d) was rightfully given to the recipient by another party.  

“COPPA” means the United States Children’s Online Privacy Protection Act of 1998.

“Customer Data” means data, including email and chats, provided, generated, transmitted or displayed via the Services by the School or End Users.

“Emergency Security Issue” means either: (a) the School ’s use of the Services in violation of the End User Agreements, which could disrupt: (i) the Services; (ii) other End Users’ use of the Services; (iii) the Remind network or servers used to provide the Services; or (b) unauthorized third party access to the Services; or (c) an actual or suspected security breach.

“End Users” means the individuals that the School permits to use the Services.

“End User Account” means a Remind-hosted account established through the Services for an End User.

“Fees” means the amounts set forth in an Order Form (if applicable) or the purchase price for the Services invoiced to the School by Remind for the Services (if applicable) as described in this Agreement.

“FERPA” means the United States Federal Educational Rights and Privacy Act.

“Intellectual Property Rights” means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights.

“Order Form” means an order form, which is the written document provided by Remind specifying the Services the School will purchase from Remind for a Fee under the Agreement. The Order Form will contain: (i) a signature block for the School, or for both the School and Remind; and (ii) Fees.

“Purchase Order” means a Customer issued purchase order.

“Services” means those products, features and functionality provided by Remind to the School in connection with the Admin Account and described on the applicable Order Form. The Services are described here: remind.com . The End User Services are separate from the Services to be provided hereunder.

“Service Commencement Date” is the date upon which Remind makes the Services available to Customer.

“Services Term” refers to the period from Service Commencement Date to the end of the Term. 

“Suspend” means the immediate disabling of all or a portion of access to the Services, or components of the Services, as applicable, to prevent further use of the Services.

“Taxes” means any duties, customs fees, or taxes (other than Remind’s income tax) associated with the sale of the Services, including any related penalties or interest.

“Term” means the term of the Agreement, which will begin on the Effective Date and continue until the earlier of: (i) the end of the last Services Term (if set forth in an applicable Order form) or (ii) the Agreement is terminated as set forth herein.


Addendum B – Specific Commitments for Certain States and Jurisdictions

If you are a Customer residing in one of the following states or countries, Remind makes additional commitments that apply to you based on your residence:

Connecticut

As an operator, as defined by Connecticut Public Act 16-189, Remind will:

  1. implement and maintain security procedures and practices that meet or exceed industry standards and that are designed to protect student information, student records and student-generated content from unauthorized access, destruction, use, modification or disclosure, and

  2. delete any student information, student records or student-generated content within a reasonable amount of time if a student, parent or legal guardian of a student or local or regional board of education who has the right to control such student information requests the deletion of such student information, student records or student-generated content.

Remind will not knowingly:

  1. engage in (A) targeted advertising on Remind’s Internet web site, online service or mobile application, or (B) targeted advertising on any other Internet web site, online service or mobile application if such advertising is based on any student information, student records, student- generated content or persistent unique identifiers that Remind has acquired because of the use of Remind’s Internet web site, online service or mobile application for school purposes;

  2. collect, store and use student information, student records, student generated content or persistent unique identifiers for purposes other than the furtherance of school purposes;

  3. sell, rent or trade student information, student records or student- generated content unless the sale is part of the purchase, merger or acquisition of an operator by a successor operator and the operator and successor operator continue to be subject to the provisions of this section regarding student information; or

  4. disclose student information, student records or student-generated content unless the disclosure is made (A) in furtherance of school purposes of the Internet web site, online service or mobile application, provided the recipient of the student information uses such student information to improve the operability and functionality of the Internet web site, online service or mobile application and complies with subsection (a) of this section; (B) to ensure compliance with federal or state law or regulations or pursuant to a court order; (C) in response to a judicial order; (D) to protect the safety or integrity of users or others, or the security of the Internet web site, online service or mobile application; (E) to an entity hired by the operator to provide services for the operator’s Internet web site, online service or mobile application, provided the operator contractually (i) prohibits the entity from using student information, student records or student-generated content for any purpose other than providing the contracted service to, or on behalf of, the operator, (ii) prohibits the entity from disclosing student information, student records or student-generated content provided by the operator to subsequent third parties, and (iii) requires the entity to comply with subsection (a) of this section; or (F) for a school purpose or other educational or employment purpose requested by a student or the parent or legal guardian of a student, provided such student information is not used or disclosed for any other purpose.

If Remind discovers a breach of security that results in the unauthorized release, disclosure or acquisition of student information, student records or student-generated content, Remind will notify the students, parents or guardians of any affected student within the statutorily-mandated time period.

North Carolina

JESSICA LUNSFORD ACT – Remind certifies that none of its employees or agents performing services are or will at any point during the Term of this Agreement be listed as a sex offender on the North Carolina Sex Offender and Public Protection Registration Program, the Sexually Violent Predator Registration Program and/or the National Sex Offender Registry.

ELIGIBILITY OF EMPLOYMENT – Remind reviews the eligibility for employment of every Remind employee.

IRAN DIVESTMENT - Remind certifies that it is not listed on the Final Divestment List created by the State Treasurer pursuant to N.C.G.S. §147-86.58, the Iran Divestment Act of 2015 (S.L. 2015-118).

DEBARMENT CERTIFICATION – Remind certifies that neither Remind nor its principals are suspended or debarred from doing business with the state of North Carolina or the federal government.