School terms

These School terms ("Terms") govern the use of TaleTykes by schools, school districts, charter networks, education service agencies and other educational institutions in the United States, and by teachers who use TaleTykes with students under a Classroom plan. They form an agreement between TaleTykes, Inc., a Delaware corporation ("TaleTykes", "we", "us"), and the Customer named in the Order Form, or the teacher who accepts these Terms when starting a Classroom plan or trial.

If you accept these Terms on behalf of a school or district, you confirm that you have authority to bind it. If you do not have that authority, do not accept them.

1. Definitions and structure

1.1 Definitions

In these Terms:

• Agreement means these Terms, every Order Form, and any Data Privacy Agreement, taken together.
• Authorized User means a teacher, administrator or other staff member the Customer allows to use the Service, and anyone the Customer adds as a co-teacher.
• Classroom plan means a subscription a single teacher buys for one or more classes, paid by card, as described on Pricing.
• Customer means the school, district or other educational institution named in an Order Form, or, for a Classroom plan, the teacher who holds it, acting for the school where the students are enrolled.
• Customer Data means Student Data and any other information the Customer or its Authorized Users put into the Service.
• Data Privacy Agreement or DPA means a data privacy or data protection agreement signed by both parties, including a state-specific agreement and the Student Data Privacy Consortium National Data Privacy Agreement (NDPA) with any exhibits and state addenda.
• De-identified Data means data that has had all direct and indirect identifiers removed so that no reasonable person in the school community could identify a student, and that we do not attempt to re-identify.
• Education Record has the meaning in the Family Educational Rights and Privacy Act (FERPA), 20 U.S.C. 1232g and 34 CFR Part 99.
• Integration means a third-party service the Customer chooses to connect, such as Clever, ClassLink, a OneRoster provider, Google Classroom, a Learning Tools Interoperability (LTI) 1.3 platform, or a SAML identity provider.
• Order Form means a quote, order form, purchase order accepted by us, or online checkout that names the Customer, the plan, the number of students, the term and the fees.
• Security Incident means a confirmed unauthorized access to, or acquisition, disclosure or loss of, Student Data in our control.
• Service means the TaleTykes website, the TaleTykes app for iPhone and iPad, the teacher and administrator consoles, and related support.
• Student means a child enrolled at the Customer whose information is in the Service under the Agreement.
• Student Data means any information that identifies a Student, or that is linked to a Student, that we collect or receive through the Customer's use of the Service, including Education Records. It includes information created by the Student's use of the Service.
• Subprocessor means a company we engage to process Student Data for us in providing the Service.

1.2 Order of precedence

If documents in the Agreement conflict, the following order applies, with the first one controlling:

1. a signed DPA or NDPA, including its exhibits and state addenda
2. the Order Form
3. these Terms
4. the Terms of service

The Terms of service apply to school use only for matters these Terms do not cover. The arbitration agreement and class-action waiver in the Terms of service do not apply to a Customer or to use under these Terms. Pre-printed terms on a Customer purchase order do not apply, even if we accept the purchase order.

1.3 Other documents that apply

Our Privacy policy, Notice for parents, Subprocessors list, Security overview, Retention schedule and Acceptable use policy describe how the Service works and are part of how we meet these Terms. If any of them conflicts with these Terms on school use, these Terms control.

2. Ordering

2.1 Quotes and order forms

A school or district can ask for a quote at /schools/quote. The quote form asks for your name, role, email, organization and state, and we use those details only to reply and prepare the quote. A quote states the plan, price per student, any minimum, the term and how long the quote is valid. The Agreement starts when both parties sign an Order Form, or when we accept a purchase order that refers to a quote.

2.2 Classroom plans

A teacher may buy a Classroom plan online without an Order Form. The teacher accepts these Terms for the classes on that plan. If the teacher's school or district later signs its own Agreement, that Agreement replaces the Classroom plan terms for those students.

2.3 Seats

The Order Form sets the number of students. The Customer may add students during the term. If enrolled students exceed the number paid for, we will tell the Customer and may invoice the difference, pro-rated for the rest of the term at the Order Form's price. We will not stop students reading because of a seat overage without first giving the Customer 30 days to resolve it.

3. Roles and responsibilities

3.1 TaleTykes as a school official

For Student Data that is an Education Record, the Customer designates TaleTykes as a "school official" with a "legitimate educational interest" under FERPA, 34 CFR 99.31(a)(1)(i)(B). In that role we:

• perform an institutional service or function for which the Customer would otherwise use its own employees
• are under the Customer's direct control with respect to the use and maintenance of Education Records
• use Education Records only for the purposes the Customer authorizes, and do not re-disclose them except as FERPA and these Terms allow

The Customer is responsible for including criteria for school officials in its annual FERPA notice that cover TaleTykes.

3.2 COPPA and school authorization

For Students under 13, the Children's Online Privacy Protection Act (COPPA) requires verifiable parental consent before we collect personal information. Following the Federal Trade Commission's guidance and the 2025 amendments to the COPPA Rule, a school may authorize that collection in place of parents when the collection is solely for the use and benefit of the school and for no other commercial purpose.

By enrolling Students, the Customer confirms that:

• it has authority under its own policies and state law to give that authorization
• it is authorizing collection only for educational use under the Agreement
• it has given, or will give, parents notice of the Service as its policies require

We will:

• use the authorization only for the Customer's educational purposes
• give the Customer, on request, a description of the information we collect, how we use and disclose it, and our retention and deletion practices, so it can make an informed decision and inform parents
• let the Customer review and delete Student Data as set out in sections 4 and 13

3.3 The Customer's notice duties

The Customer is responsible for any notice or consent its policies, FERPA, COPPA or state law require before it uses the Service with Students. We provide notice text the Customer may adapt, and our Notice for parents describes our practices. If a parent objects, the Customer can remove the Student, and we delete that Student's data as section 12 describes.

3.4 The Customer's other responsibilities

The Customer is responsible for:

• deciding which Authorized Users may use the Service, and removing them when they leave
• keeping its rosters and Integrations accurate
• making sure Authorized Users follow these Terms and the Acceptable use policy
• telling us promptly if it learns of unauthorized use of its accounts

4. Student Data ownership and control

4.1 Ownership

As between the parties, the Customer owns and controls Student Data. We acquire no ownership of it. Students keep any rights they have in their own writing.

4.2 License to us

The Customer grants us a limited, non-exclusive license to process Student Data only to provide, secure and support the Service for the Customer, and to meet our legal duties, as set out in section 5.

4.3 Access and export

The Customer and its Authorized Users can see Student Data in the teacher and administrator consoles at any time, and teachers can download class reports and gradebook files from the console. We will provide any other Student Data the Customer reasonably asks for, in a readable and commonly used format, within 30 days of the request.

4.4 Correction

The Customer can correct Student names, grades and class placements in the consoles, or through its roster provider. We will help with any other correction within 10 business days of a request.

5. Permitted uses

We use Student Data only to:

• provide the Service: choose and write books and lessons for each Student's skill level, record reading and writing, estimate skills, and show progress to Authorized Users and, where the Customer allows, to the Student's linked parent
• keep the Service secure and stop misuse
• review writing that may show a Student is at risk, with a person making the decision, and tell the Customer when there is a concern
• provide support the Customer asks for
• improve the Service for the Customer's use, for example by fixing errors and adjusting how lessons are chosen, using Student Data only within the Service and never to build profiles outside it
• create De-identified Data as section 7 allows
• meet our legal duties, and respond to lawful requests as section 6.2 allows

6. Prohibited uses

6.1 What we never do

We will not:

• use Student Data for targeted advertising, or show any advertising to Students or in the Service
• use Student Data to build a profile of a Student for any purpose other than providing the Service to the Customer
• sell, rent or trade Student Data, or share it for cross-context behavioral advertising
• use Student Data, including writing, to train AI models, ours or any vendor's
• disclose Student Data except as these Terms allow
• send Students messages or notifications, or let Students communicate with other users
• change how we use Student Data in a material way without the Customer's agreement

6.2 Disclosures we may make

We disclose Student Data only:

• to Authorized Users and, where the Customer allows, to a Student's linked parent
• to Subprocessors under section 11
• to Integrations the Customer chooses, as section 8 describes
• when the law requires it, such as a valid subpoena or court order. Unless the law forbids it, we will tell the Customer first so it can seek protection, and we disclose only what is required
• to protect a Student's safety in an emergency, as FERPA allows, and we will tell the Customer as soon as we can

6.3 AI vendors

AI vendors that help write book text and draw pictures receive no Student identifiers. Requests are built from book settings and menu choices, and a check runs on every request to block personal information. AI vendors operate under terms that bar them from training on what we send and limit retention. Nothing generated reaches a Student until our checks for decodability, readability, safety and format pass. Students never type to a model; their inputs are pictures, tiles and choices.

7. De-identified data

We may create and use De-identified Data to improve and support the Service and to study how well it teaches. We use it only in aggregate. We will not attempt to re-identify De-identified Data, and we will not let anyone else do so. We will not sell De-identified Data or use it for advertising. We will not disclose De-identified Data to a third party unless the third party agrees in writing not to re-identify it, and we will not publish results that could identify a Customer by name without its consent.

8. Rostering and integrations

8.1 Integrations the Customer chooses

The Customer may connect Integrations. Each Integration is an independent service the Customer chooses and contracts with, not our Subprocessor. We exchange with an Integration only the data needed for the feature the Customer turns on, using the narrowest scopes the Integration offers.

8.2 Roster sync

The Customer can sync rosters from Clever (Data API) or ClassLink and other OneRoster 1.1 providers. Our roster connection is read-only. We import schools, classes, teacher names and emails, and for each Student a roster id, first name, last initial and grade. We do not import Student emails, addresses, birth dates, demographic data or other fields. Syncs run on a schedule and on demand. A Student who leaves the roster is withdrawn: the record is frozen, and the retention clock in section 13.3 starts. A sync never deletes data by itself.

8.3 Google Classroom

A teacher may connect their own Google account to Google Classroom with three scopes: read courses, read rosters, and write coursework grades. We use them to match Classroom students to TaleTykes Students and, if the teacher chooses, to post skill results to the Classroom gradebook. The Google refresh token is stored encrypted.

8.4 LTI 1.3

The Customer may register a Learning Tools Interoperability 1.3 platform, such as Canvas or Schoology. A teacher launches TaleTykes from a course once to link it to a class, and results can be posted back to the platform's gradebook through Assignment and Grade Services. Students are matched by the same roster id the two systems share. Students never sign in through the LMS; a Student launch only shows instructions to use the class device.

8.5 SAML single sign-on

The Customer may set up SAML 2.0 single sign-on for its Authorized Users through its identity provider, such as Microsoft Entra ID or Okta. The Customer must prove control of its email domain with a DNS record before sign-on is enabled. SAML is for adults only; Students sign in on class devices.

8.6 Tokens and keys

Roster tokens and Google refresh tokens are encrypted with application keys (AES-256-GCM). Only our system role can read them, and only to run the sync or gradebook feature. When the Customer asks us to disconnect an Integration, or the Agreement ends, we delete its token.

8.7 Changes by Integrations

We are not responsible for the Integration's own handling of data, or for changes an Integration makes to its service. If an Integration changes in a way that stops a feature working, we will tell the Customer and work on a fix.

9. Teachers, sharing and admin controls

9.1 Teacher accounts

Teachers sign in with an email link, an 8-digit email code, a passkey, Google, Apple or the Customer's SAML sign-on. Teacher sessions end after 12 hours idle and 30 days at most. A teacher's own account information is covered by our Privacy policy.

9.2 Co-teachers and sharing

A teacher can add co-teachers to a class and share classes across the school. A co-teacher sees only the classes shared with them. Removing a co-teacher ends their access at once. Sensitive actions, and every staff access to Student Data, are recorded in our audit log.

9.3 Student sign-in

Students sign in only on devices an Authorized User has trusted, using a picture password, a three-word passphrase, a username or a class badge. Sign-in secrets and device tokens are stored as one-way hashes. A Student's space locks for 15 minutes after 5 missed attempts. Class device sessions last up to 10 hours.

9.4 Administrator controls

District and school administrators can:

• set the retention period for withdrawn Students (section 13.3)
• set the export window that applies at the end of the Agreement, from 7 to 90 days
• record the NDPA version, Exhibit E status, state addendum and DPA status
• turn on or off shared notes between teachers and linked parents, home access for linked families, and a skills summary sent to parents before records are deleted
• connect and disconnect Integrations and SAML sign-on
• view usage and see deletion requests and their status

9.5 Linked families

If the Customer allows it, a parent may link a home account to their child's school record with a code the school provides. The parent's own consent covers the home use. The Customer may turn this off.

9.6 Support and changes to the Service

Authorized Users can get help from the Help center and Contact us. We answer school support requests on business days. We may improve and change the Service over time. We will not make a change that materially reduces the core reading features the Customer bought, or the protections for Student Data, during an Order Form's term. If we plan a change that significantly affects how teachers use the Service, we will tell Authorized Users before it happens.

9.7 Student safety

Children's writing is built from tiles and prompts, so it is limited by design. If our checks flag a Student's writing, a trained person at TaleTykes reviews it. An AI system never decides on its own whether a Student is safe. If the person finds a concern, we tell the Customer's contact or the teacher, so the Customer can follow its own safeguarding policy. In an emergency involving a risk of serious harm, we may also contact the appropriate authorities. Teachers can report a book from its menu; the book comes off Students' shelves while we review it, and we reply within one business day.

10. Requests from parents and eligible students

10.1 Rights under FERPA and state law

Parents, and students who have turned 18 (eligible students), may have rights to review Education Records, ask for corrections, and in some states ask for deletion. The Customer is responsible for answering those requests.

10.2 How we help

If a parent or eligible student contacts us directly about Student Data, we will refer them to the Customer, unless the Customer has told us to answer them directly. We will help the Customer answer any request within 10 business days of the Customer asking, by providing, correcting or deleting the relevant Student Data.

11. Security

11.1 Security program

We keep a written information security program with administrative, technical and physical safeguards appropriate to the sensitivity of Student Data, consistent with recognized industry practice. A named person at TaleTykes owns it, and we review it at least once a year. The program includes:

• encryption in transit (TLS 1.2 or newer, HSTS preloaded) and at rest
• row-level security enforced by the database on every table, so a teacher's session reads only their own classes and runtime roles cannot bypass it
• least-privilege staff roles, two-person approval for staff role grants, and access windows of at most 30 minutes, each with a reason
• an append-only, hash-chained audit log of sensitive actions, including every staff access to Student Data
• hashed sign-in secrets, device tokens and codes, and encrypted Integration tokens and accommodations
• sign-in rate limits, second-step checks for sensitive actions, and two-step sign-in for all staff
• a strict Content Security Policy with no third-party scripts, and no third-party analytics, ads or trackers
• automated tests, row-level security checks and database isolation tests on every change
• a written incident response plan

The Security overview describes these in more detail. We will answer reasonable security questionnaires and give the Customer a summary of the program on request. We plan independent penetration testing before launch and after major changes.

11.2 Staff

Our staff and contractors who can access Student Data are bound by confidentiality duties, are trained in handling it, and have access only as their role needs.

11.3 Security Incidents

If we confirm a Security Incident affecting the Customer's Student Data, we will notify the Customer within 72 hours of confirming it. The notice will include, as far as known at the time:

• what happened and when, and when we found it
• the categories of Student Data and the approximate number of Students involved
• what we have done to contain it and reduce harm
• what the Customer can do
• a contact person at TaleTykes

We will update the Customer as we learn more, cooperate with its investigation, and help it meet any duty it has to notify parents, students or regulators. Where the law requires us to notify individuals or regulators directly, we will coordinate the timing and content with the Customer unless the law forbids it. We will pay the reasonable costs of notices the law requires because of a Security Incident we caused, subject to section 20. A state DPA may set a shorter period; if so, that period applies.

11.4 Reviews by the Customer

Once a year, or after a Security Incident, the Customer may ask for information to check that we are meeting these Terms. We will answer a reasonable written questionnaire, provide a summary of our security program and any independent assessments we then have, and meet with the Customer's security contact. We do not currently hold a SOC 2 report or ISO 27001 certification, and we will tell the Customer if that changes. Any review must protect the confidentiality of other customers' data.

12. Subprocessors

12.1 Current list

Our current Subprocessors are listed on the Subprocessors page, with what each does, what it receives, and where it processes data. All process data in the United States. Each is bound by a written contract with data protection terms at least as protective as these Terms.

12.2 Changes and objections

We will give the Customer at least 30 days' notice, by email to its contact and by updating the Subprocessors page, before adding a Subprocessor that would receive Student Data. The Customer may object in writing within that period on reasonable data protection grounds. We will then work in good faith to address the objection. If we cannot, the Customer may end the affected part of the Agreement and receive a pro-rated refund of prepaid fees for the rest of the term.

13. Data return and deletion

13.1 On request

The Customer may ask us to delete Student Data at any time, for one Student, a class or all of its Students. We delete it within 30 days of the request.

13.2 At the end of the Agreement

When the Agreement ends, the Customer may export its Student Data during its export window, which is 30 days unless an administrator set it between 7 and 90 days. We delete Student Data within 30 days of the end of the Agreement, or when a longer export window the Customer chose closes, unless the Customer asks us in writing to keep it for a renewal.

13.3 Withdrawn Students

When a Student leaves the roster or a teacher withdraws them, we keep the record frozen for the Customer's retention period, which is 365 days by default and can be set from 30 to 3,650 days, and then delete it. The Customer may ask us to delete it sooner at any time.

13.4 When a Classroom plan ends

When a Classroom plan ends and the teacher's school has no other Agreement with us, the teacher can export the class for 30 days. On day 23 the teachers get a reminder. On day 30 the school's Student records are deleted: learning data is removed and only an anonymous placeholder remains so that consent and audit records stay consistent. If a family linked a home account to a Student, the family keeps its home records; only the ties to the school are removed. Restarting the plan before day 30 stops this process.

13.5 What deletion covers

Deletion covers Student Data in the database and in file storage. Backups roll over within 30 days, so deleted data leaves backups within that time. We may keep a record that a deletion happened, consent records and audit log entries that do not contain reading or writing data, and data we must keep by law, for no longer than needed.

13.6 Certification

On request, we will confirm in writing that we have deleted the Customer's Student Data, as many state DPAs require.

14. State student privacy laws

14.1 Signed state agreements control

We will sign the Customer's state standard data privacy agreement, or the NDPA with the state's addendum, when the Customer asks. A signed DPA or NDPA controls over these Terms where they conflict. Where no DPA is signed, we comply with the student privacy laws that apply to the Customer, including those below.

14.2 California

We comply with the Student Online Personal Information Protection Act (SOPIPA, Business and Professions Code 22584) and Education Code section 49073.1 (AB 1584). In particular:

• Student records remain the property and under the control of the local educational agency.
• Students may keep content they create, and may move it to a personal account, through the export in section 4.3.
• We will not use information in student records for any purpose other than those required or allowed by the Agreement.
• Parents, legal guardians and eligible students may review personally identifiable information in student records and correct errors through the procedure in section 10.
• We take the security and confidentiality steps in section 11, including staff training and limited access.
• We notify the Customer of an unauthorized disclosure as section 11.3 describes.
• Student records are not kept after the Agreement ends, and are deleted as section 13 describes, with certification on request.
• The Customer and TaleTykes will work together so the Customer can comply with FERPA.
• We will not use personally identifiable information in student records to engage in targeted advertising.

14.3 New York

For New York educational agencies, we comply with Education Law section 2-d and Part 121 of the Commissioner's regulations. The Customer's Parents' Bill of Rights for Data Privacy and Security, and the supplemental information about this Agreement that the law requires, are provided with each New York agreement and form part of it. We will keep a data security and privacy plan that meets Part 121, and we align our program with the NIST Cybersecurity Framework as Part 121 requires. We will notify the Customer of a breach or unauthorized release within the time Part 121 sets, and we will cooperate with the Customer and the State Education Department.

14.4 Illinois

For Illinois schools, we comply with the Student Online Personal Protection Act (SOPPA, 105 ILCS 85). The written agreement SOPPA requires lists the categories of Student Data we receive, how we use it, and our Subprocessors, and we will provide the information the Customer must post. We will notify the Customer of a breach within the time SOPPA sets.

14.5 Connecticut

For Connecticut boards of education, we comply with Public Act 16-189 (General Statutes 10-234aa to 10-234dd), including the required contract terms on ownership, deletion, review and correction, security, breach notice and the ban on targeted advertising.

14.6 Colorado

For Colorado local education providers, we comply with the Student Data Transparency and Security Act (C.R.S. 22-16-101 and following), including its contract terms, transparency information, and limits on use and disclosure.

14.7 Texas

For Texas schools, we comply with Education Code Chapter 32, Subchapter D, on the use of student information by operators, and with any terms the Texas Student Privacy Alliance agreement adds when signed.

14.8 Other states

Many other states have student privacy laws, including Arizona, Delaware, Georgia, Maryland, Massachusetts, Oregon, Tennessee, Utah, Virginia and Washington. We comply with those that apply to the Customer, and we will sign the relevant state DPA on request.

15. Accessibility

We design the Service to meet the Web Content Accessibility Guidelines (WCAG) 2.1 at level AA. We do not claim full conformance, and we are still testing and improving. An Accessibility Conformance Report (ACR) based on the VPAT template is available on request from schools@taletykes.com. If a Student or Authorized User has trouble using part of the Service, tell us and we will work with the Customer on a reasonable alternative. Our Accessibility page has more detail.

16. Fees, invoicing and taxes

16.1 Fees

The Customer pays the fees in the Order Form. Classroom plan fees are on Pricing and are charged to the teacher's card through Stripe. Fees are in US dollars.

16.2 Invoices

For Order Forms, we invoice annually in advance unless the Order Form says otherwise. Invoices are due within 30 days of the invoice date, or on the terms in the Order Form. We will accept the Customer's purchase order process and include the purchase order number on invoices when given. If an invoice is more than 30 days late, we will tell the Customer and give it at least 30 more days to pay before we suspend the Service. We will not delete Student Data because of late payment without the notice section 13 requires.

16.3 Taxes

Fees do not include taxes. If the Customer is exempt from sales or use tax, it should give us its exemption certificate, and we will not charge those taxes. Otherwise the Customer pays applicable taxes, other than taxes on our income.

16.4 Price changes

Prices in an Order Form are fixed for its term. We will tell the Customer of any new prices for a renewal at least 60 days before the renewal date.

16.5 No card check for schools

The 50-cent card check used for family plans does not apply to Customers. School authorization under section 3.2 takes the place of parental consent for school use.

17. Teacher trials

A teacher may try a Classroom plan for 28 days. We take a card at checkout for after the trial, and we don't charge it during the trial. There is no consent card check for schools. During the trial the teacher may add students, and these Terms apply, including all Student Data protections. At the end of the trial, the plan starts and the card is charged unless the teacher cancels first. We email before the trial ends. If the teacher cancels, Student Data is deleted under section 13.4, with the same reminder and timeline. Trials are for evaluating the Service, and each teacher may have one trial.

18. Term, renewal and termination

18.1 Term

The Agreement lasts for the term in the Order Form. A Classroom plan runs month to month or year to year as chosen.

18.2 Renewal

An Order Form renews for the same length of term only if it says so, and either party may stop renewal by written notice at least 30 days before the end of the term. Classroom plans renew until canceled from Account → Billing, and stay active to the end of the paid period.

18.3 Termination for breach

Either party may end the Agreement if the other materially breaches it and does not cure the breach within 30 days of written notice. If the Customer ends the Agreement for our breach, we will refund prepaid fees for the rest of the term.

18.4 Non-appropriation

If the Customer is a public entity and its governing body does not appropriate funds for a later fiscal year, the Customer may end the Agreement at the end of the last funded period by written notice, without penalty. The Customer will give notice as soon as it knows, and will pay for the Service through the end of the funded period.

18.5 Ending for convenience

The Customer may end the Agreement at any time by written notice. Unless the Order Form says otherwise, prepaid fees are not refunded when the Customer ends for convenience, except as section 12.2 provides.

18.6 Effect of ending

When the Agreement ends, access for the Customer's Students and Authorized Users stops, and section 13 applies to Student Data.

19. Warranties and disclaimers

19.1 Our warranties

We warrant that:

• the Service will perform materially as described in its documentation
• we will handle Student Data as these Terms describe
• we will not knowingly introduce malicious code into the Service

If the Service does not perform as warranted, the Customer should tell us. We will try to fix it, and if we cannot within 30 days, the Customer may end the affected Order Form and receive a pro-rated refund of prepaid fees.

19.2 Customer warranties

The Customer warrants that it has authority to enter the Agreement, to give the school authorization in section 3.2, and to provide the Student Data it puts in the Service.

19.3 Disclaimer

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", AND TALETYKES DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, TO THE EXTENT THE LAW ALLOWS. TALETYKES DOES NOT PROMISE ANY PARTICULAR LEARNING OUTCOME FOR ANY STUDENT. THE SERVICE SUPPORTS TEACHING; IT DOES NOT REPLACE A TEACHER'S PROFESSIONAL JUDGMENT.

20. Limitation of liability

20.1 Cap

EXCEPT FOR THE EXCLUSIONS IN SECTION 20.3, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT IS LIMITED TO THE FEES PAID OR PAYABLE BY THE CUSTOMER UNDER THE AGREEMENT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

20.2 Excluded damages

EXCEPT FOR THE EXCLUSIONS IN SECTION 20.3, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR REVENUE, EVEN IF TOLD THEY WERE POSSIBLE.

20.3 Exclusions and data protection cap

THE LIMITS IN SECTIONS 20.1 AND 20.2 DO NOT APPLY TO A PARTY'S INDEMNITY OBLIGATIONS, TO FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR TO THE CUSTOMER'S DUTY TO PAY FEES. FOR A BREACH OF OUR DATA PROTECTION OR SECURITY OBLIGATIONS UNDER SECTIONS 5, 6, 11 AND 13, INCLUDING THE COSTS OF REQUIRED NOTICES, OUR TOTAL LIABILITY IS LIMITED TO THE AMOUNT IN THE ORDER FORM FOR DATA PROTECTION CLAIMS. IF THE ORDER FORM STATES NO SUCH AMOUNT, THE CAP IN SECTION 20.1 APPLIES.

20.4 Public entities

Nothing in this section limits liability that the law does not allow to be limited, and nothing in it waives any immunity a public entity Customer has under law.

21. Indemnities

21.1 Our indemnity

We will defend the Customer against a third-party claim that the Service infringes a United States patent, copyright or trademark, or that our breach of sections 6, 11 or 13 caused unauthorized disclosure of Student Data, and pay the damages and costs finally awarded or agreed in settlement. If the Service is found or likely to infringe, we may change it so it does not, get a license, or end the affected Order Form and refund prepaid fees for the rest of the term. We have no duty for claims arising from the Customer's content, Integrations, or use of the Service against these Terms.

21.2 Customer indemnity

To the extent its state law allows a public entity to do so, the Customer will defend us against a third-party claim arising from Student Data the Customer provided without the authority section 19.2 describes, and pay the damages and costs finally awarded or agreed in settlement. If the law does not allow this, each party is responsible for its own acts as the law provides.

21.3 Process

The party seeking defense must tell the other promptly, let it control the defense and settlement (a settlement may not admit fault for the defended party without its consent), and give reasonable help at the defending party's cost.

22. Insurance

We keep insurance appropriate to the Service. Certificates of insurance are available on request from schools@taletykes.com. Specific coverage requirements can be agreed in an Order Form or DPA.

23. Confidentiality and public records

23.1 Confidential information

Each party will protect the other's non-public business information, such as security documents, pricing proposals and the Customer's internal policies, with reasonable care, use it only for the Agreement, and disclose it only to people who need it and are bound to protect it. This does not cover information that is public, already known, independently developed or rightfully received from someone else. Student Data is protected by the stricter terms elsewhere in these Terms.

23.2 Public records laws

We understand that a public Customer may be subject to public records or freedom of information laws. Nothing in these Terms stops the Customer from complying with those laws. If the Customer receives a request for our confidential information, we ask that it tell us, where the law allows, so we can seek protection for trade secrets or security details.

24. Governing law and disputes

24.1 Governing law

If the Customer is a public school, district or other public entity, the Agreement is governed by the laws of the Customer's state, and disputes go to the state or federal courts there. Otherwise, the Agreement is governed by the laws of the State of Delaware, and disputes go to the state or federal courts in Delaware.

24.2 No arbitration

The arbitration agreement and class-action waiver in our Terms of service do not apply to Customers. Disputes under these Terms go to the courts in section 24.1.

24.3 Talking first

Before starting a court case, a party will give the other written notice of the dispute, and the parties' contacts will try in good faith to resolve it within 30 days. This does not stop either party from seeking urgent relief to protect Student Data or confidential information.

25. General terms

25.1 Force majeure

Neither party is liable for a delay or failure caused by events beyond its reasonable control, such as natural disasters, war, terrorism, government action, a failure of the internet or of a hosting provider outside our control, or a labor dispute not involving its own staff. This does not excuse our security obligations or the Customer's duty to pay for Service received. If such an event stops the Service for more than 30 days, either party may end the affected Order Form, and we will refund prepaid fees for the rest of the term.

25.2 Assignment

Neither party may assign the Agreement without the other's written consent, except that we may assign it to a successor in a merger, acquisition or sale of substantially all our assets if the successor agrees in writing to these Terms, including all Student Data protections. We will tell the Customer of any such assignment, and the Customer may end the Agreement if it objects.

25.3 Notices

Notices to us go to legal@taletykes.com, with a copy to schools@taletykes.com for school matters. Notices to the Customer go to the contact in the Order Form, or to the Classroom plan holder's email. Notices of breach, termination or a Security Incident must be in writing. Our mailing address is available on request from legal@taletykes.com and is given in full in every school agreement.

25.4 Independent contractors

The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture or employment relationship, apart from TaleTykes acting as a school official for FERPA purposes.

25.5 No third-party beneficiaries

The Agreement benefits only the parties, except that Students and parents benefit from the Student Data protections as the law provides.

25.6 Entire agreement and changes

The Agreement is the parties' entire agreement on its subject and replaces earlier agreements on it. We may update these Terms for future Order Forms and renewals. A change to these Terms does not apply to a signed Order Form during its term unless the Customer agrees in writing, except where the law requires the change. A change that reduces Student Data protections never applies without the Customer's written agreement.

25.7 Severability and waiver

If a court finds part of the Agreement unenforceable, the rest stays in effect, and the part is changed only as much as needed to make it enforceable. Not enforcing a term is not a waiver.

25.8 Export and sanctions

Each party will comply with US export and sanctions laws that apply to its use or provision of the Service.

25.9 Survival

Sections on Student Data ownership, prohibited uses, De-identified Data, data return and deletion, confidentiality, limitation of liability, indemnities, governing law and payment of accrued fees survive the end of the Agreement, as does any term that by its nature should.

26. Contact

• School agreements, quotes, DPAs and the NDPA: schools@taletykes.com
• Student privacy questions and requests: privacy@taletykes.com
• Legal notices: legal@taletykes.com
• Security issues: security@taletykes.com
• Safety concerns about a Student's writing or a book: safety@taletykes.com
• Help with the Service: Contact us

TaleTykes, Inc., a Delaware corporation, United States. Our mailing address is given in full in every school agreement.