naviance.com, as data

# Terms of Service**2.1 Charges and Payments.** Client will pay all fees or charges to its account in accordance with the billing terms in effect at the time a fee or charge is due and payable. Service fees are non-refundable whether or not Client actively uses the Service. Client may add additional, optional features by request. Naviance reserves the right to change the fees, applicable charges and usage policies and to introduce new charges at any time, upon at least sixty (60) days prior notice to Client; provided, however that such fees shall not become effective for Client for services then in effect on Client's account until the next renewal period for Client's account.**2.2 Billing and Renewal.** Naviance charges in advance for use of the Services. Naviance will notify Client of the opportunity to renew the Service approximately thirty (30) days or more prior to the subscription expiration date. Service fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Client shall be responsible for payment of all such taxes, levies, or duties as may be applicable to the Service fees (exclusive of any taxes or similar fees that may be imposed on the net income of Naviance).**2.3 Billing Information.** Client agrees to provide Naviance with complete and accurate billing and contact information. This information includes legal name, street address, e-mail address, and name and telephone number of an authorized billing contact. Client agrees to update this information within thirty (30) days of any change to it.**2.4 Non-Payment and Suspension of Service.** Client's account will be considered delinquent if payment in full is not received within sixty (60) days of the date of an invoice. Naviance reserves the right to suspend or terminate this Agreement and Client's and Client's Users' access to the Service if Client's account becomes delinquent. Delinquent invoices are subject to an interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. Client will continue to be charged during any period of suspension. If Client or Naviance initiates termination of this Agreement, Client will be obligated to pay the balance due on the account computed in accordance with Section 2.1 Charges and Payments. Client agrees that Naviance may charge such unpaid fees to Client's credit card, if applicable, or otherwise bill Client for such unpaid fees. Naviance also reserves the right to impose a separate reconnection fee should Client thereafter again request access to the Service.**4. Client and User Responsibilities.****5. Account Information and Data.****5.2.1** The Service has security measures in place to help protect against the loss, misuse, and alteration of the data under Naviance's control. When the Service is accessed using a supported web browser, Secure Socket Layer (SSL) technology protects information using both server authentication and data encryption to help ensure that data are safe, secure, and available only to authorized users. Naviance also implements an advanced security method based on dynamic data and encoded session identifications, and hosts the Service in a secure server environment that uses a firewall and other advanced technology in an effort to prevent interference or access from outside intruders. Finally, the Service requires unique account identifiers, user names, and passwords that must be entered each time a Client or User signs on. These safeguards help to prevent unauthorized access, maintain data accuracy, and ensure the appropriate use of data. The Internet, however, is not perfectly secure and Naviance shall not be responsible for security breaches not reasonably within its control.**5.2.2** Without limiting the generality of Section 4.1(iv) of this Agreement, Client shall comply with all applicable data security laws, regulations and business guidance published by the Federal Trade Commission, and implement, maintain and update (as appropriate) reasonable security policies, procedures and practices appropriate to the nature of the personal information collected through the Service, in order to protect such information from unauthorized access, destruction, use, modification or disclosure.**5.3 Family Educational Rights and Privacy Act ("FERPA").** In the event Client is subject to the provisions of the Family Educational Rights and Privacy Act (FERPA), the Parties agree as follows: (A) Client appoints Naviance as a "school official" as that term is used in FERPA §§99.7(a)(3)(iii) and 99.31(a)(1) and as interpreted by the Family Policy Compliance Office, and determines that Naviance has a "legitimate educational interest," for the purpose of carrying out its responsibilities under the Agreement. (B) Naviance acknowledges that it shall be bound by all relevant provisions of FERPA and agrees that personally identifiable information obtained from Client by Naviance in the performance of this Agreement: (i) will not be disclosed to third parties, except as expressly provided for in FERPA §§99.31, without signed and dated written consent of the student, or if the student is under eighteen (18) years of age, signed and written consent of the student's parents/guardians and (ii) will be used only to fulfill Naviance's responsibilities under the Agreement. In accordance with FERPA, the Parties agree that any consents to disclose information may be made electronically.**5.4 Children's Online Privacy Protection Act ("COPPA").** Without limiting the generality of Section 4.1(iv) of this Agreement, in the event that Client's use of the Service subjects Client to the provisions of COPPA, Client acknowledges that: (i) if it chooses to make Family Connection available to Users that Client shall be considered the "operator" of that website for the purposes of COPPA, and (ii) Client shall fully comply with COPPA and any rules or regulations promulgated thereunder.**6.1 Term of Service.** This Agreement commences on the date Client access to the Service is first enabled ("Effective Date") and shall continue for an initial term of one year or longer subject to mutual agreement by the Parties, which may be renewed by mutual agreement, unless terminated sooner pursuant to this Agreement. In the event the term is longer than one year as agreed upon and stipulated on the order form and the client desires to cancel this agreement before the end of that term, Client shall remain responsible for 100% of the amount of this agreement.