Effective as of February 12, 2025.‍

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This School Agreement (this “School Agreement”) is between ParentSquare, Inc., a Delaware corporation (“ParentSquare”), and District (as defined below), and is effective as of the effective date of the Order Form (as defined below). This School Agreement supersedes all prior versions of the ParentSquare School Agreement, the Remind District Plan Standard Agreement and the Remind School Plan Standard Agreement. 

The entire agreement between the parties consists of (1) this School Agreement, (2) any applicable Service-Specific Terms, (3) the Order Form (as defined below), and (4) any separate written agreement signed by the parties (collectively, the “Agreement”). These documents, collectively, govern the Services provided by ParentSquare to the District. In the event of any conflict between these documents, the following order of precedence shall apply, but solely to the extent necessary to resolve the conflict:  (1) any separate written agreement signed by the parties; (2) the Order Form; (3) any applicable Service-Specific Terms; and (4) this School Agreement, except when expressly set forth to the contrary.  The Agreement may also be incorporated by reference into an agreement when the Services are being purchased by District from a ParentSquare reseller.

Any capitalized term used but not defined in this School Agreement will have the meaning set forth in the Order Form. 

1. Definitions

In addition to the terms defined in the body of this School Agreement and in the Order Form, the following terms have the following meanings:

“Applicable Laws” means all laws, statutes, rules and regulations that are applicable to the provision or use of District Data or the use of the Services.

“District” means the school, school district or organization that will be using the Subscription Services. If District is a school district, then the term “District” includes all schools that are members of the school district and served by the school district that will be using the Subscription Services.

“District Data” means all data, including all Personal Data of Users, that is provided to ParentSquare by, or on behalf of, District through District’s use of the Subscription Services.

“Non-ParentSquare Applications” means any software, subscription service or other application that interoperates or integrates with the Subscription Services, whether provided by District or a third party or if provided by ParentSquare while acting as a reseller.  Non-ParentSquare Applications do not include any software or subscription service that ParentSquare provides as part of the Subscription Services.

“Order Form” means the order form or sales quote that is executed by the applicable parties and that references this School Agreement.

“Personal Data” means any information about an identifiable individual or information that can be used to identify an individual, and includes “personal data” as that term is defined under the General Data Protection Regulation (Regulation (EU) 2016/679) and any applicable United States federal or state laws.

“Privacy Policy” means the ParentSquare Privacy Policy found at https://www.parentsquare.com/privacy/.

“Professional Services” means any consulting, implementation, content migration, custom development, onboarding, professional development, support and training services offered by ParentSquare, as specified on the Order Form.

“Service-Specific Terms” means any additional terms and conditions applicable to the Subscription Services, if any. All of the Service-Specific Terms can be found here.

“Service(s)” means the Subscription Services and the Professional Services.

“Subscription Services” means any or all services offered by ParentSquare on a subscription basis, on a prepaid basis, or on a pay-per-use basis through a ParentSquare website or mobile application, as specified on the Order Form.  Subscription Services may include ParentSquare Engage, Smart Sites, Remind Hub, Remind Chat or any other service offered by ParentSquare.

“Subscription Term” means the initial term of District’s subscription to the Subscription Services, as specified on the Order Form, including any pilot term, and each subsequent renewal term (if any).

“Terms of Use” means the ParentSquare Terms of Use found at https://www.parentsquare.com/terms/.

“Users” means District’s administrators, staff and teachers, District’s students and parents and/or guardians, and any other persons whom District allows to use the Subscription Services.

2.  Services

2.1  Service Activation. The Subscription Services will start at the beginning of the Subscription Term.  ParentSquare may perform implementation or onboarding services to activate District’s subscription, and District will cooperate with ParentSquare in completing such services. 

2.2  Access. During the Subscription Term, ParentSquare will provide District and its Users access to use the Subscription Services on a subscription basis as described in the Agreement, the Privacy Policy and the Terms of Use.  ParentSquare may make reasonable changes to the Subscription Services from time to time.  

2.3  Support. During the Subscription Term, ParentSquare will provide District with standard support for the Subscription Services at no additional charge. 

2.4  Availability. District acknowledges that the Subscription Services are based on an Internet-based software platform and, as such, may experience periods of downtime, including due to scheduled maintenance and third party service outages. ParentSquare will use its reasonable efforts to keep the Subscription Services available 24 hours a day, 7 days a week, except as necessary for system maintenance or upgrades, which ParentSquare will use its reasonable efforts to conduct outside of normal school hours to minimize disruption.

2.5  Safeguards. During the Subscription Term, ParentSquare will maintain appropriate administrative, physical and technical safeguards, consistent with generally accepted educational technology practices, to protect the security, confidentiality and integrity of the Subscription Services, including reasonable data backups.  ParentSquare will not be liable for any liabilities arising from District’s or its Users’ use of the Subscription Services over the Internet or other networks outside ParentSquare’s control.

2.6  General Use. District will ensure that all access and use of the Subscription Services by District and its Users is in compliance with the Agreement and the Terms of Use.

2.7  Accuracy of District Data. During the Subscription Term, District will use its best efforts to provide ParentSquare with complete and accurate District Data.  ParentSquare will not be liable for any damages resulting from incorrect or incomplete District Data.  

2.8  Compliance with Applicable Laws. District represents, warrants and covenants that (a) it is and will remain in compliance with the Children’s Online Privacy Protection Act (“COPPA”) and the Family Educational Rights and Privacy Act (“FERPA”), if applicable, and consistent with COPPA, ParentSquare relies on District’s consent on behalf of parents in order to allow those under 13 years of age to use the Subscription Services, (b) District’s disclosure of any information to ParentSquare, and ParentSquare’s use of such information subject to the restrictions of the Agreement, does not and will not violate any Applicable Law, including COPPA and FERPA, (c) District is and will remain in compliance with all Applicable Laws pertaining to third party copyright or trademark rights, including as to any text, graphics, photos or other material that District might upload or transmit through the Subscription Services, and (d) District has met all contractual, regulatory and legal requirements in providing, and using, District Data, including obtaining necessary consent to send notifications to all Users, including texts and voice messages (if applicable). ParentSquare will not be liable for any additional charges that may be incurred for receiving notifications, such as phone call fees, text message fees or data fees.

2.9  Other Restrictions. District may not (a) make the Subscription Services available to, or use the Subscription Services for the benefit of, anyone other than Users, (b) except as provided in the Order Form, sell, resell, license, sublicense, distribute, rent or lease the Subscription Services, include the Subscription Services in a service bureau or outsourcing offering, or make the Subscription Services available to any third party other than Users, (c) attempt to gain unauthorized access to the Subscription Services or their related systems or networks, (d) permit direct or indirect access to or use of the Subscription Services in a way that circumvents a contractual usage limit, or bypass or breach any security device or protection included in the Subscription Services, (e) copy the Subscription Services or any part, feature, function or user interface thereof, (f) use the Subscription Services to submit, collect, transmit, process or store any protected health information (as defined in the US Health Information Portability and Accountability Act), or (g) use the Subscription Services to distribute text messaging “spam,” bulk unsolicited messages, or any other form of unsolicited electronic communications distributed on a bulk basis to recipients who have not consented to such messages.

2.10 Non-ParentSquare Applications. ParentSquare is not responsible for the operation or non-operation of any Non-ParentSquare Application, and does not guarantee the continued availability of any Non-ParentSquare Application or the continued interoperation of any Non-ParentSquare Application with the Subscription Services. By linking any Non-ParentSquare Application with the Subscription Services, District authorizes ParentSquare to provide or receive District Data with such Non-ParentSquare Application provider, in each case solely as necessary for the interoperation of the Non-ParentSquare Application with the Subscription Services. ParentSquare is not responsible for any use, transmission or loss of any District Data caused by any actions or omissions of District or the Non-ParentSquare Application provider. District will comply with the terms of each Non-ParentSquare Application.

3.  Changes to the Agreement

ParentSquare may make changes to the Agreement, the Privacy Policy or the Terms of Use from time to time.  If ParentSquare makes a material (determined by ParentSquare) change to the Agreement, the Privacy Policy or the Terms of Use, ParentSquare will inform District by email or notification on the ParentSquare website.  If the change has a material adverse impact on District and District does not agree to the change, District must notify ParentSquare in writing within forty-five (45) days after receiving notice of the change.  If District notifies ParentSquare as required, then District will remain governed by the terms District had agreed to until the end of the then-current Subscription Term.  If the Subscription Services are subsequently renewed, they will be renewed under the then-current online versions of the Agreement, Privacy Policy or Terms of Use, as applicable, unless otherwise agreed by the parties.

4. Intellectual Property Rights

4.1  Ownership. As between the parties and except for the right to use the Subscription Services granted by the Agreement, (a) District retains all right, title and interest, including all related intellectual property rights, in and to District Data, and (b) ParentSquare retains all right, title and interest, including all related intellectual property rights, in and to the Services, including the Subscription Services and any work product developed by ParentSquare while providing Professional Services under the Agreement.  ParentSquare retains all rights not expressly granted to District in the Agreement.

4.2  License Grant. Solely as necessary to fulfill our obligations and exercise ParentSquare’s rights under the Agreement, District hereby grants to ParentSquare a revocable, non-exclusive, royalty-free, fully paid-up, worldwide and sublicensable license to use District Data.  Subject to the restrictions described in the Privacy Policy, ParentSquare may share District Data with third parties in order to maintain and operate the Subscription Services.

4.3 Aggregated Data. ParentSquare aggregates and compiles de-identified District Data with de-identified data from ParentSquare’s other customers (“Aggregated Usage Data”). District agrees that ParentSquare may use the Aggregated Usage Data to analyze, improve, develop, support and operate the Subscription Services, and to prepare and distribute general benchmarking and industry reports derived from Aggregated Usage Data as part of the Subscription Services and publish on ParentSquare’s blogs and websites. For clarity, this Section does not give ParentSquare the right to use the Aggregated Usage Data to identify any User or District as the source of any Aggregated Usage Data, or permit ParentSquare to sell or disclose the raw data included in the Aggregated Usage Data to any third party.

4.4 Feedback. If District provides ParentSquare with any suggestions, information, ideas or other feedback concerning the Subscription Services, ParentSquare may use such feedback in perpetuity without obligation to District.

5. Fees and Payment

5.1  Fees. District will pay all fees specified in the applicable Order Form.  Except as otherwise set forth in the Order Form, (a) fees are based on the Service(s) purchased and the metrics specified in the Order Form, (b) payment obligations are non-cancelable and fees paid are non-refundable, other than pursuant to Section 6.3 (Termination by District), (c) the purchased Service(s) cannot be decreased during the applicable Subscription Term, and (d) fees are stated and payable in US Dollars.

5.2 Fee Increases. ParentSquare may increase the overall or per unit fees for the Subscription Services for each annual period of District’s subscription, including multi-year agreements when paid annually.  Such increase will be limited to five percent (5%) per annum unless ParentSquare communicates a greater increase to District at least sixty (60) days prior to the end of the then-current annual period.  In addition, if District pays ParentSquare a flat rate based on a maximum number of students set forth in an applicable Order and District subsequently exceeds that number of students, ParentSquare may convert District’s payment structure to a per student rate and District will pay the then-current per student rate beginning at the next annual period of District’s subscription.

5.3  Payment. All amounts payable by District will be paid via electronic funds transfer (ACH, EFT or wire), check or credit card forty-five (45) days from the date of invoice.  District will pay a three percent (3%) convenience fee on all credit card payments.

5.4  Late Payments. District will pay interest on all past due amounts at a rate which is the lesser of one and a half percent (1.5%) per month, or the highest rate permitted by law.  If any part of an invoice is in dispute, District agrees to pay the undisputed portion of the invoice and make a note on the invoice regarding the disputed portion within thirty (30) days from the date of invoice, and if District does not, District will be deemed to agree to such charges. 

5.5  Taxes. District are responsible for the payment of all taxes (other than taxes on ParentSquare’s net income) arising from the payment of fees or the provision of any Services under the Agreement.

5.6  Fees for Guest Users.

(a) Guest Users with Phone Numbers: District will receive a free number of guest users with phone numbers annually, set at ten percent (10%) of District’s contracted student enrollment.  Beyond the free threshold, District will be billed annually in the amount of $300 (three hundred dollars) per thousand (1,000) guest users with phone numbers, rounded up to the nearest thousand (1,000), postpaid and invoiced annually.   

(b) Guest Users with Email: The number of free guest accounts with email is limited to ten times (10x) District’s annual contracted student enrollment.  If District exceeds this usage limit, ParentSquare may work with District to seek to reduce District’s usage so that it conforms to this limit.  If, notwithstanding ParentSquare’s efforts, District is unable or unwilling to abide by this usage limit, District will execute an Order Form for additional quantities of guest users with email promptly upon ParentSquare’s request, and/or pay any invoice for excess usage.

6. Term and Termination

6.1 Term. The Agreement will initially remain in effect for the term set forth in the Order Form. After any such initial term, the Agreement will automatically renew for additional terms of a term equal to the longer of (a) one (1) year or (b) the length of the initial term, unless a different renewal term is agreed upon by the parties or unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.  

6.2  Termination by ParentSquare. ParentSquare may terminate the Agreement if District has not paid any applicable fee for any Services, or if District or any User materially breaches the Agreement and District fails to remedy the breach within thirty (30) days of written notice of the breach.

6.3  Termination by District. 

(a) For Breach.  District may terminate the Agreement if ParentSquare materially breaches the Agreement or the Terms of Use and fails to remedy the breach within thirty (30) days of written notice of the breach.  If District terminates for ParentSquare’s material uncured breach, District will be entitled to a refund of its fees for Services paid prorated for the remaining portion of the then-current term.‍

(b) For Convenience.  District may also terminate the Agreement at any time for convenience, provided that District will be obligated to pay for any Services for the then-current term, including for any Services not yet provided.‍

(c) Non-Appropriation of Funds. District may also terminate the Agreement in the event District does not receive necessary appropriation or allotment of funds by a governing entity (such as federal, state, local or educational budgeting entity) by providing ParentSquare with thirty (30) days’ notice of such failure to receive funding.

6.4  Return or Destruction. At District’s request, ParentSquare will destroy or return all District Data within sixty (60) days of the expiration or termination of the Agreement, unless otherwise required by law or ParentSquare receives District’s request in writing that ParentSquare retain certain District Data for a specific longer period of time.  If District requests a longer period of time, ParentSquare and District will enter into a special agreement, and there will be a fee for this Service.6.5 Effect of Termination. The definitions in the Agreement, and the rights, duties and obligations of the parties in the Agreement that by their nature continue and survive, shall survive any expiration or termination of the Agreement.

7. Warranty Disclaimer

District acknowledges that the Subscription Services are based on an Internet-based software platform and, as such, may experience periods of downtime, including due to scheduled maintenance and third party service outages. Accordingly, the Subscription Services are provided to District “AS IS” and without warranty of any kind, whether express, implied, statutory or otherwise, and ParentSquare disclaims and excludes, to the fullest extent permitted by law, all other warranties, whether express, implied, statutory or otherwise, including non-infringement of third party rights, fitness for a particular purpose, merchantability, title and satisfactory quality.

8. Limitation of Liability

8.1 Exclusion of Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER THE AGREEMENT FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SUBSCRIPTION SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THE AGREEMENT, THE DELAY OR INABILITY TO USE THE SUBSCRIPTION SERVICES OR ANYTHING OTHERWISE ARISING FROM THE AGREEMENT, EXCEPT AS OTHERWISE PROVIDED BY LAW.

8.2 Liability Cap. IN NO EVENT WILL EITHER PARTY’S MAXIMUM AGGREGATE LIABILITY ARISING FROM OR RELATING TO THE AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION, (WHETHER IN CONTRACT, TORT, (INCLUDING NEGLIGENCE OR STRICT LIABILITY), BREACH OF WARRANTY OR OTHERWISE), EXCEED FEES PAID OR PAYABLE TO PARENTSQUARE BY DISTRICT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, EXCEPT AS OTHERWISE PROVIDED BY LAW.  

8.3 No Indemnification by District. In no event shall anything in the Agreement be construed as requiring District to indemnify ParentSquare.

9. Publicity

District agrees that ParentSquare may include District’s name or brand features, including District’s name and logo, in a list of ParentSquare customers, either online or in promotional materials. District also agrees that ParentSquare may verbally reference District as a ParentSquare customer.

10. General Provisions

10.1  Governing Law and Venue. If the laws governing District so require, the laws of the state or commonwealth governing District shall govern all matters arising out of the Agreement, without regard to conflict of law principles, and the federal and state courts located where District is located will have exclusive jurisdiction in respect of disputes arising in connection with the Agreement.  In the absence of any such laws governing District, the laws of the State of California govern all matters arising out of the Agreement, without regard to conflict of law principles, and federal courts in the Central District of California and the state courts located in Santa Barbara County, California, will have non-exclusive jurisdiction in respect of disputes arising in connection with the Agreement.  The United Nations Convention for the International Sale of Goods shall not apply.

10.2  Severability. If any provision of the Agreement is held invalid, that provision will be deemed amended to achieve as nearly as possible the same effect as the original provision and the remainder of the Agreement will continue in full force and effect.

10.3  Independent Contractors. The parties to the Agreement are independent contractors and the Agreement will not establish any relationship of partnership, joint venture, employment or agency between the parties.  Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

10.4  Non-exclusive Agreement. The Agreement is nonexclusive, and each party will be free to enter into other similar agreements or arrangements with other third parties.

10.5  High Risk Use. District acknowledges that the Subscription Services are not intended as a substitute for an emergency management system (EMS), and are not designed or intended for use in high risk activities or in any situation where damage or injury could result if an error, disruption or outage in the Subscription Services occurred.  District acknowledges and agrees that its primary recourse in the event of any actual or potential threat to person or property should be to contact emergency response services (including without limitation, 911 or equivalent, fire, police, emergency medical, and public health, collectively, “First Responder Services”) and that the Subscription Services are not intended to replace such First Responder Services, or to be used for communicating with, or replace notification to, or interoperate directly with, such First Responder Services, which should have already been notified and deployed prior to using the Subscription Services.

10.6  Force Majeure. Neither party has any liability for any failure of performance or equipment due to causes beyond its reasonable control, including: acts of God, fire, flood, earthquake, tsunami, storm, or other catastrophes; any law, order, regulation, direction, action, or request of any governmental entity or agency, or any civil or military authority; national emergencies, insurrections, riots, wars or acts of terrorism; unavailability of rights-of-way or materials; or strikes, lock-outs, work stoppages, or other labor difficulties; or failure of the Internet, third party software, or any telecommunications, hosting or service provider.

10.7  Modification and Waiver. Except as provided in Section 3 (Changes to this School Agreement), the Agreement may be modified only by a written agreement that is signed by authorized representatives of both parties and is identified as an amendment or part of the Agreement.  Except as may be set forth in an Order Form, any terms and conditions set forth in a purchase order do not apply to the Agreement and are null and void. No term or provision of the Agreement will be considered waived by a party, and no breach excused, unless the waiver or consent is in writing signed by such party.  No consent by a party to, or waiver of, a breach, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different or subsequent breach.

10.8  Change of Control. The Agreement is not assignable by ParentSquare except to an affiliate or in connection with a merger, acquisition, sale of assets or similar change of control transaction.

10.9  Construction. The word “including” shall be construed as meaning “including without limitation.”  The section headings appearing in this School Agreement are inserted only as a matter of convenience and shall not be construed to define, limit, construe or describe the scope or extent of such paragraph or in any way affect such section.

10.10  Counterparts and Electronic Signature. The Order Form may be executed simultaneously in two (2) or more counterparts, each of which will be considered an original, and all of which together will constitute one and the same instrument. The exchange of a fully executed Order Form (in counterparts or otherwise) by facsimile signature or by other electronic means, shall be sufficient to bind the parties to the terms and conditions of the Agreement.

Change Log

Last Updated: February 12, 2025

• Revised to use defined terms for parties
• Revised to refer to District as catch-all for districts and schools
• Added language to allow for incorporation by third party reseller terms
• Revised definition of District Data to include Personal Data as defined in the Privacy Policy
• Revised definition of Subscription Services to include services marketed under the trade name Remind or Remind101
• Revised to refer to generally accepted educational technology practices to protect the security, confidentiality and integrity of the Subscription Services
• Revised fee increase provision to allow ParentSquare to increase subscription fees by 5% per year, or more upon 60 days’ notice
• Added termination right by District in the event of non-appropriation of funds
• Revised to clarify that no indemnification by District is required 
• Revised to provide that, if required, governing law and venue will be where District is located
• Separated high risk language from force majeure language, and provided additional high risk language
• Clarified that purchase order terms are null and void
• Added concept of Service-Specific Terms to address multiple Subscription Services with different requirements, e.g., Smart Sites.
• Added change of control provision 

‍December 8, 2022

• Added definitions for terms used in agreement
• Revised to put in plain English
• Revised to put in active voice
• Added section numbering and reordered some sections
• Added provisions regarding onboarding and delivery of Subscription Service
• Added provisions regarding ownership
• Added pricing and payment provisions
• Added provisions regarding initial term and renewals
• Added termination provisions
• Added disclaimer of warranty provision
• Added support provisions
• Added provisions regarding non-ParentSquare provided software integrations
• Added general provisions section
• Referenced Privacy Policy and Terms of Use

August 22, 2022

• Acknowledgement that if a separate written agreement exists between the School and ParentSquare, it takes precedence over this Agreement.
• Updating Limitation of Liability section to include maximum aggregate liability

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