1. Billing Period: Monthly, based on seats used per period.
  2. Description of product: Licenses to SmartFox Online Courses; each SmartFox license includes content as described in the course catalog. SmartFox may from time to time, in its sole discretion, deliver or otherwise make available to Customer certain updated courseware, which such updates shall also be subject to all of the Terms. Licenses may rotate; that is, if a student vacates a "seat" license, another student may fill it. Licenses are determined by active student enrollments. If customer exceeds license amount agreement, new licenses will be added to purchase amount at the same price as original license cost agreement.
  3. Customer to provide teacher instruction.
  4. Customer shall be invoiced for the Educational Products and Services ordered hereunder in accordance with the Terms unless otherwise specified on this Order. Customer shall be invoiced monthly and all invoices shall be payable Net 30 days from Customers receipt of invoice. SmartFox provides a 14 day grace period for students who enroll in courses or use instructional services. If a student withdraws from such a course within 14 days from when the student enrolls, Customer will be refunded 100% of the applicable course or instruction fees, but only if such withdrawal was received in writing by email before the grace period ended.
  5. Pupil/Student Records obtained by SmartFox from Customer continue to be the property of and under the Control of the Customer. "Pupil Records" shall be defined as any information directly related to a pupil that is maintained by the Customer or acquired directly from the pupil through the use of instructional software or applications assigned to the pupil by a teacher or other Customer employees. Pupil Records does not include information that cannot be used to identify an individual pupil ("De-Identified Information") used by SmartFox to (i) improve educational products for adaptive learning purposes and for customized pupil learning; (ii) demonstrate the effectiveness of SmartFox's products in the marketing of those products; or, (iii) for the development and improvement of educational sites, services, or applications. "Control" shall be defined as the right of Customer to direct SmartFox to (i) use Pupil Records in SmartFox’s performance of the services purchased under the Order and Terms; (ii) destroy some or all Pupil Records in a commercially reasonable time; or, (iii) return some or all Pupil Records in a mutually agreed upon media format in a commercially reasonable time.
  6. The procedures by which pupils may retain Control of their own Pupil-Generated Content are outlined as follows: Pupils may exercise possession or Control directly through the learning management system in which the Pupil-Generated Content resides, or provide a specific request to Customer. Customer will then forward the request to SmartFox, which will take commercially reasonable steps to comply. These steps will be limited to the following actions: (1) deleting the Pupil-Generated Content if not otherwise prohibited by the Terms or applicable law, and (2) providing Customer with a copy of the requested Pupil-Generated Content in a mutually agreed upon media format in a commercially reasonable time. "Pupil-Generated Content" shall be defined as materials created by a pupil, including, but not limited to, essays, research reports, portfolios, creative writing, music or other audio files, photographs, and account information that enables ongoing ownership of pupil content. Pupil-Generated Content does not include pupil responses to a standardized assessment where pupil possession and control would jeopardize the validity and reliability of that assessment.
  7. Parents, legal guardians, or eligible pupils may review Pupil Records and correct erroneous information by the following protocol: Requestors eligible to review and correct such documents under applicable law shall submit such requests to Customer. If such data is available to Customer through its account administration on a SmartFox learning management system, Customer shall respond to the request directly. If the requested information is not available to Customer, Customer shall then forward valid requests to SmartFox. SmartFox will respond by Doc ID: 6c67b9d51eacbc56341ef6046b46a0c72776601d providing the Pupil Record to Customer in a mutually agreed upon media format or make corrections to a Pupil Record, both in a commercially reasonable time.
  8. SmartFox shall take actions to ensure the security and confidentiality of Pupil Records, including but not limited to designating and training responsible individuals on ensuring the security and confidentiality of Pupil Records, by the following measures: Operate its systems infrastructure at the moderate level baseline as defined in the National Institute of Standards and Technology ("NIST") 800-53 Rev. 3 moderate baseline requirements, and/or in accordance with industry accepted cyber-security standards. Through the aforementioned actions and other industry accepted means, SmartFox shall ensure compliance with FERPA.
  9. In the event of an unauthorized disclosure of a Pupil Record, SmartFox shall report to an affected parent, legal guardian, or eligible pupil pursuant to the following procedure: Upon internal confirmation of an unauthorized disclosure of a Pupil Record belonging to a pupil served by Customer, SmartFox shall contact Customer with information related to the disclosure. Customer will then contact the affected parties and inform them of the unauthorized disclosure.
  10. SmartFox shall not use any information in a Pupil Record for any purpose other than those required to perform its obligations under the Online Educational Products and Services Agreement, or as otherwise allowed by applicable law.
  11. SmartFox certifies that Pupil Records shall not be retained or available to SmartFox upon termination of the Online Educational Products and Services Agreement. In order to comply with this section, upon termination of the Online Educational Products and Services Agreement, Customer shall instruct SmartFox in writing that it does not wish to receive further products or services and that SmartFox should destroy or return Pupil Records. After deleting remaining Pupil Records, SmartFox shall confirm in writing to Customer that such deletion is completed.
  12. SmartFox is wholly owned by Method Schools, a California Public Benefit Corporation. SmartFox was developed for Method's own students. Any funds/revenues generated by SmartFox sales go toward 1) further development, refinement, and innovations directly to SmartFox, 2) sales and marketing of SmartFox product including website development, online and print marketing collateral, relevant industry conferences, and related uses, 3) staffing cost increases related to sales of SmartFox (such as account managers and web developers), 4) to lower class sizes at Method Schools, and 5) to provide new technology to students at Method Schools.