Terms of Service

A compliance tool, not a law firm

If your Institution has a separate agreement

If your Institution has entered into a Data Privacy Agreement (DPA), order form, master services agreement, or similar signed agreement with Babbage, that agreement governs use of the Service by the Institution and its Authorized Users, and it controls over these Terms to the extent of any conflict. With respect to student data specifically, the DPA always controls.

1. The Babbage Service

Description

The Service supports special education compliance by enabling Authorized Users to record accommodation and service implementation, generate documentation and audit trails, produce reporting for the Institution, and support communication with families as configured by the Institution. Babbage may update, improve, or modify the Service from time to time.

License

Subject to these Terms and any applicable order form, Babbage grants the Institution a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Service for the Institution’s internal educational purposes during the applicable subscription term.

Professional use only

The Service is intended for use by Institutions and their Authorized Users acting within their professional roles. It is not intended for personal use or for any purpose outside an Authorized User’s role at an Institution.

Restrictions

Except as expressly permitted, you shall not: (a) license, sell, rent, lease, resell, distribute, or otherwise commercially exploit the Service; (b) copy, modify, adapt, translate, or create derivative works of the Service; (c) reverse engineer, decompile, or disassemble any part of the Service, except to the extent applicable law prohibits that restriction; (d) use any automated means to scrape, harvest, or extract data from the Service; (e) interfere with or disrupt the integrity or performance of the Service, or attempt to gain unauthorized access to it or its related systems; or (f) remove or obscure any proprietary notices. All rights not expressly granted are reserved.

2. Accounts and Access

Registration

Certain features require an account. You agree to provide accurate, current, and complete information and to keep it up to date. Babbage may suspend or terminate an account if the information is inaccurate or if we reasonably believe use of the account violates these Terms.

Single sign-on and connected accounts

You may access the Service through a third-party identity provider or rostering service such as Google, Microsoft, Clever, PowerSchool, Skyward, ClassLink, or through your Institution’s single sign-on. You represent that you are entitled to grant the necessary access, and your use of any connected account remains subject to that provider’s terms.

Account security

You are responsible for activity that occurs under your account and for maintaining the confidentiality of your credentials. You agree not to share login credentials and to notify Babbage promptly of any unauthorized use or suspected security breach.

Administrator control

Where an Authorized User accesses the Service on behalf of an Institution, the Institution and its administrators may access, manage, restrict, export, or remove that user’s account and the associated records, and may suspend or end that user’s access.

Communications

By providing contact information, you agree to receive operational and administrative messages about the Service. You may opt out of promotional emails at any time using the unsubscribe option in those messages. Service and account related messages will continue.

3. Data, Privacy, and Student Records

Institution Data

The Institution and its Authorized Users submit records and information to the Service (“Institution Data”). As between the parties, the Institution retains all right, title, and interest in Institution Data, including student data. Babbage claims no ownership of it.

Student data and the DPA

Student data, including personally identifiable information from education records such as IEPs, 504 plans, behavior intervention plans, and evaluation records, is processed by Babbage only on behalf of the Institution as a School Official with a legitimate educational interest under FERPA, under the Institution’s direct control. That student data is governed by the DPA between Babbage and the Institution, and the DPA controls over these Terms with respect to student data.

Applicable laws

Babbage handles student data consistent with the Family Educational Rights and Privacy Act (FERPA), the Children’s Online Privacy Protection Act (COPPA), the confidentiality of information requirements of the Individuals with Disabilities Education Act (IDEA, 34 CFR Part 300, Subpart F), and applicable state student data privacy laws, as further described in the DPA.

No sale, no targeted advertising

Babbage does not sell student data and does not use it for targeted advertising, consistent with the DPA.

Authority and consent

The Institution represents that it has the authority and has obtained or provided any consents required under applicable law to submit Institution Data to the Service, including any parental consent required under COPPA, which the Institution provides in its role as our customer. Authorized Users should not enter student personally identifiable information except as permitted under the Institution’s DPA.

Personal information of users

Personal information that Babbage collects directly from Authorized Users and website visitors is handled under our Privacy Policy.

Security

Babbage maintains administrative, physical, and technical safeguards designed to protect Institution Data, and follows the breach notification commitments set out in the DPA.

4. Acceptable Use

As a condition of use, you agree not to use the Service, and not to permit any third party to use it, to: infringe or violate the rights of any person or entity; upload or transmit content that is unlawful, harassing, defamatory, or infringing; impersonate any person or entity; introduce malware or attempt to breach or circumvent security; interfere with or disrupt the Service; use the Service for unauthorized commercial purposes; or violate any applicable law or Institution policy. Babbage may investigate suspected violations and may remove content, suspend or terminate access, or cooperate with legal authorities as it reasonably determines appropriate.

5. Fees and Payment

Fees

Fees for the Service, if any, are set out in the applicable order form, quote, or cooperative purchasing contract (for example, a TIPS purchasing contract or other approved purchasing vehicle), and payment terms are governed by that document. Where the Service is provided under a cooperative purchasing arrangement, the terms of that arrangement apply to the purchase.

Taxes

Fees do not include taxes. Where an Institution is tax exempt, it will provide appropriate documentation on request. Each party is responsible for the taxes imposed on it by law.

Renewal

Subscriptions begin and renew as described in the applicable order form.

6. Term and Termination

Term

These Terms apply while you access or use the Service and for the duration of any applicable subscription term.

Suspension and termination

Babbage may suspend or terminate access if you materially breach these Terms or if required by law. An Institution or Authorized User may stop using the Service and may terminate as provided in the applicable order form.

Effect of termination

On termination, the right to access the Service ends. Disposition of student data on termination is handled according to the DPA, which provides for return or deletion within 60 days unless the Institution directs otherwise or the law requires a different period. Provisions that by their nature should survive will survive.

7. Intellectual Property

Babbage ownership

Babbage and its licensors own all right, title, and interest in the Service, including all software and all related intellectual property. These Terms grant only the limited license described above. Institution Data is not part of the Service and remains the Institution’s property.

Feedback

If you provide suggestions or feedback about the Service, you grant Babbage a perpetual, irrevocable, worldwide, royalty-free license to use it without restriction or obligation to you. This does not grant Babbage any rights in Institution Data or student data.

Trademarks

The Babbage name, logo, and marks may not be used without our prior written permission.

8. Disclaimers

The Service is provided on an “as is” and “as available” basis to the fullest extent permitted by law. Babbage disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement, to the extent permitted by applicable law. Babbage does not warrant that the Service will be uninterrupted, timely, secure, or error free, or that use of the Service will by itself satisfy any legal or regulatory obligation. Some jurisdictions do not allow certain disclaimers, so some of the above may not apply to you.

9. Limitation of Liability

To the fullest extent permitted by law, Babbage will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, or data, arising out of or relating to the Service or these Terms, on any theory of liability. To the fullest extent permitted by law, Babbage’s total liability arising out of or relating to the Service or these Terms will not exceed the amounts paid for the Service during the twelve months before the event giving rise to the claim, or the amount set out in the applicable order form. These limitations do not apply to the extent prohibited by applicable law.

10. Indemnification

To the extent permitted by applicable law, you agree to indemnify and hold harmless Babbage and its officers, employees, and agents from any claims, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of your use of the Service in violation of these Terms, your violation of applicable law, or your infringement of the rights of a third party. Babbage may, at its own expense, assume the defense of any matter subject to indemnification, and you agree to cooperate. Nothing in this section requires a public Institution to provide indemnification beyond what applicable law permits.

11. Third-Party Services

The Service may integrate with or link to services operated by third parties, such as identity providers, rostering services, and student information systems. Babbage does not control and is not responsible for third-party services, and your use of them is governed by the terms of those third parties.

12. Changes to the Service and to These Terms

Babbage may modify the Service and may update these Terms from time to time. When we make material changes to these Terms, we will update the “Last Updated” date above and provide notice by posting the revised Terms or by other reasonable means. Continued use of the Service after the changes take effect constitutes acceptance. Where an Institution has a signed agreement with Babbage, changes to these Terms do not alter that agreement except as the parties agree in writing.

13. General Provisions

Order of precedence

In the event of a conflict, the DPA controls with respect to student data; the applicable order form or signed agreement controls with respect to commercial terms; and these Terms govern all other matters.

Governing law

These Terms are governed by the laws of the State of North Carolina, without regard to its conflict of laws rules. The parties submit to the state and federal courts located in that state for any dispute not otherwise resolved, except that a public Institution’s rights and obligations remain subject to the laws that govern it.

Assignment

You may not assign these Terms without Babbage’s prior written consent. Babbage may assign these Terms in connection with a merger, acquisition, or sale of assets, subject to the successor obligations set out in the DPA.

Other terms

Neither party is liable for delays or failures caused by events beyond its reasonable control. Notices to Babbage may be sent to the address below, and you are responsible for keeping your contact information current. If any provision of these Terms is held unenforceable, the remaining provisions stay in effect, and our failure to enforce a provision is not a waiver of it. These Terms, together with any applicable order form and the DPA, are the entire agreement regarding the Service. Nothing in these Terms creates a partnership, agency, or employment relationship, and there are no third-party beneficiaries.

14. Contact

If you have questions about these Terms, you can reach us at: