Effective Date: August 9th, 2024

1. Overview

Welcome to Evress! These Terms of Service (“Terms”) are a legal agreement between you (“Customer,” “you,” or “your”) and GoSchoolBox Inc. dba Evress Analytics (“Evress,” “we,” “us,” or “our”), governing your use of our services, including our website, software-as-a-service (SaaS) platform, and any associated services provided by Evress (collectively, the “Platform”).

Evress offers K-12 educational institutions the ability to centralize and analyze data from educational programs, whether they be online or on-site in nature. By using the Platform, you agree to comply with and be bound by these Terms. If you do not agree with these Terms, you may not access or use the Platform.

2. Definitions

• “Platform” refers to the Evress software, APIs, dashboards, and all related services provided to Customers to centralize and analyze student data.
• “Customer” refers to any educational institution, including K-12 school districts, that has entered into a service agreement with Evress.
• “Authorized Users” means employees, agents, or representatives of the Customer, such as teachers, administrators, or third-party program administrators, who have been granted access to the Platform.
• “Student Data” refers to personally identifiable information (PII) of students, including but not limited to names, identifiers, grades, behavioral metrics, and engagement data.
• “Third-Party Vendors” refer to digital curriculum apps, third-party vendors, community-based organizations, or other service providers who supply student usage and engagement data to the Customer’s Evress Platform.

3. Acceptance of Terms

By accessing or using the Platform, the Customer and Authorized Users agree to be bound by these Terms. You represent and warrant that you have the authority to enter into these Terms on behalf of the institution and that all information provided is accurate. If you do not agree to these Terms, please cease using the Platform immediately.

4. License and Access

Subject to these Terms, Evress grants you a non-exclusive, non-transferable, revocable license to access and use the Platform for your internal educational purposes. This license is limited to use by Authorized Users on behalf of the Customer and may not be sublicensed, sold, or transferred to any third party.

You agree not to:

• Reverse-engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Platform.
• Modify, adapt, or create derivative works based on the Platform.
• Use the Platform to infringe on the rights of others or violate applicable laws, including data protection laws such as COPPA and FERPA.

Evress reserves the right to revoke or limit your access to the Platform if these Terms are violated.

5. Data Collection and Integration

The Platform enables two primary forms of data collection:

• Automated Data Integration: Evress integrates data directly from third-party programs and applications used by your institution. This data typically includes student engagement, usage, and/or progress metrics that can be tied to improved student outcomes.
• Manual Data Uploads: Data may also be manually uploaded by Authorized Users, such as administrators from organizations providing on-site services to students, through CSV files or other structured formats.

By using the Platform, you authorize Evress to retrieve and store this data on your behalf, in compliance with the applicable privacy and data-sharing agreements in place between your institution and the third-party programs.

6. Responsibilities of the Customer

As a Customer, you are responsible for:

• Ensuring that all Authorized Users comply with these Terms.
• Maintaining the confidentiality of user credentials, passwords, and account access information.
• Ensuring that your institution complies with all applicable laws and regulations, including obtaining any necessary consents required to share data with Evress.

You agree to notify Evress immediately of any unauthorized access or use of your account by sending an email with the subject line as follows to info@evress.com: “[URGENT] Reporting Data Breach”.

7. Confidentiality and Security

Evress is committed to protecting the confidentiality of your data. We implement industry-standard security measures, including encryption and firewalls, to protect Student Data.

You acknowledge that the security of data also depends on your institution’s adherence to best practices, such as keeping passwords secure and limiting access to the Platform to Authorized Users only.

8. Data Ownership and Usage Rights

Evress does not claim ownership of the data provided by Customers or generated through use of the Platform. All Student Data, either provided by the Customer or from the Customer’s 3rd-Party Vendors that it integrates with Evress, remains the property of the Customer. By using the Platform, you grant Evress a non-exclusive, worldwide, royalty-free, and transferable license to process, store, and analyze the data solely for the purpose of providing and improving our services and demonstrating the applicability of the platform to prospective customers.

You represent and warrant that you have obtained all necessary rights, permissions, and consents to share the Student Data with Evress, including from parents or guardians, as required by COPPA or FERPA.

9. Fees and Payment

Your use of the Platform may be subject to subscription fees as outlined in a separate order form or service agreement between your institution and Evress. Fees may be charged on a per-student count, per-program basis, by usage, or a combination of all three,   based on the nature of the project. Other charges can be added from time to time but must be mutually agreed upon in writing by both parties.

Invoices will be sent on a periodic basis, as outlined in the service agreement. Payments are expected to be paid upfront for the length of the term, typically to be paid within 60 days from the date of invoice, unless specified otherwise.

Failure to pay fees when due may result in suspension or termination of access to the Platform.

10. Term and Termination

These Terms will remain in effect for as long as the Customer continues to use the Platform, or until terminated by either party. Evress reserves the right to suspend or terminate access to the Platform if:

• You fail to comply with these Terms.
• You fail to pay fees when due.
• You engage in illegal activity or misuse the Platform.

Upon termination, Evress will provide reasonable assistance to export Customer Data, but all access to the Platform and associated services will cease. Student Data will be securely deleted after a 90-day period following termination unless otherwise agreed upon.

11. Limitation of Liability

(a) Exclusion of Certain Damages: To the fullest extent permitted by law, Evress will not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of data, profits, or business, arising from your use of the Platform, even if Evress has been advised of the possibility of such damages.

(b) Aggregate Liability: Evress’s total liability under these Terms will not exceed the amount paid by the Customer to Evress during the twelve (12) months preceding the event giving rise to the claim.

(c) Scope of Liability: The limitations of liability set forth herein shall apply to all claims, whether arising from breach of contract, tort (including negligence), strict liability, or any other legal or equitable theory, and regardless of whether the limited remedies provided herein fail of their essential purpose.

(d) Third Parties: Evress shall have no liability for any data breaches, losses, or damages caused by third-party vendors or service providers that are integrated into or used in connection with the Platform. Evress is not responsible for the actions, content, or data protection practices of third parties, and you acknowledge that any reliance on such third-party services is at your own risk.

12. Indemnification

You agree to indemnify, defend, and hold harmless Evress, its officers, directors, employees, and agents, from any claims, liabilities, damages, losses, and expenses, including legal fees, arising out of or related to:

• (a) Your use of the Platform or Services;
• (b) Any breach or violation of these Terms by you or your Authorized Users;
• (c) Your violation of any rights of a third party, including but not limited to any intellectual property rights, data privacy, or other proprietary rights;
• (d) Any third-party claim arising from the misuse of the Platform or any information you provide through the Platform.

13. Disclaimer of Warranties

(a) “AS IS” Basis: The Platform, including all content, functionality, and services provided by Evress, is offered “AS IS” and “AS AVAILABLE,” without any warranties or guarantees of any kind, express or implied. To the maximum extent permitted by law, Evress expressly disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, title, or quiet enjoyment.

(b) No Guarantee of Results: Evress makes no warranty that the Platform will meet your specific requirements, operate without interruption, be error-free, or that any defects or bugs will be corrected. We do not warrant that any particular results can be achieved through the use of the Platform, nor do we make any warranties regarding the accuracy, completeness, or reliability of any data or content processed by the Platform, including third-party data integrated by your institution.

(c) No Responsibility for Third-Party Data: Evress is not responsible for the accuracy, security, or legality of any data collected from third-party vendors or programs. We do not endorse or assume any responsibility for the practices or content of any third-party service providers that may integrate with the Platform. Your reliance on any such third-party services is solely at your own risk.

(d) No Warranty of Security: While Evress implements industry-standard security measures to protect your data, no system can be completely secure. Evress makes no warranties regarding the absolute security of data transmitted to or from the Platform. You acknowledge that any transmission of personal or sensitive data is at your own risk.

14. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. Any disputes arising out of or relating to these Terms will be resolved in the courts located in the County of Los Angeles and you and Evress each waive any objection to jurisdiction and venue in such courts.

15. Dispute Resolution

You and Evress agree that any disputes, claims, or controversies arising out of or relating to these Terms or the use of the Platform shall be resolved solely by binding arbitration. Arbitration will be conducted in accordance with the rules of the American Arbitration Association (AAA), The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.

Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

Notwithstanding the arbitration clause, either party may seek injunctive or declaratory relief in a court of competent jurisdiction in order to prevent immediate and irreparable harm.

16. Force Majeure

Evress will not be liable or responsible for any failure or delay in performance under these Terms due to circumstances beyond our reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, pandemics, or shortages of transportation facilities, fuel, energy, labor, or materials. If such an event occurs, we will notify you and use reasonable efforts to resume performance as soon as practicable.

17. Severability

If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible, and the remaining provisions of these Terms shall remain in full force and effect.

18. Notices

Any notices or other communications required or permitted under these Terms will be given in writing and delivered by email to info@evress.com. Notices will be deemed given when received by you via email or when posted on the Platform.

19. Changes to These Terms

We are committed to continuously improving our Services to provide you with the best possible experience. As part of this commitment, we may, from time to time, modify these Terms to reflect changes in our business practices or in response to evolving legal, regulatory, or operational requirements. While we strive to notify you in advance of any significant changes, we reserve the right to modify, limit, discontinue, or suspend any part of the Services at our discretion, with or without notice.

We may also create usage limits, cancel, or temporarily or permanently stop offering access to the Services (“Service Changes”). Although we will try to notify you of Service Changes that could negatively affect your use, this may not always be possible, and we reserve the right to make changes without liability.

By continuing to use the Services after any changes to these Terms or the Services, you agree to be bound by the updated Terms. Even if this Agreement ends, certain provisions will continue to apply to any interactions you have with the Services.

20. Entire Agreement

These Terms constitute the entire agreement between you and Evress regarding your use of the Platform and supersede all prior agreements or understandings, whether written or oral, regarding such subject matter.