Better Speech Software-as-a-Service (SaaS) Agreement
 

This Software-as-a-Service Agreement ("Agreement") is entered into by and between Better Speech LLC ("Provider") and the customer ("Customer") on the Effective Date, all of which is outlined on the Order & Terms Sheet signed by both parties. This Agreement governs the access to and use of the Provider's educational software (the "Service") by the Customer, including its students, their families, faculty, and administrators.

 

1. Definitions
 

• "FERPA": The Family Educational Rights and Privacy Act, which protects the privacy of student education records.

• "COPPA": The Children’s Online Privacy Protection Act, which governs the collection of personal information from children under 13.

• "Student Data": Any information directly related to a student, including but not limited to personally identifiable information (PII), that is protected under FERPA or other applicable laws.

• "Authorized Users": Students, teachers, administrators, and other personnel authorized by the Customer to use the Service.

• “Streamline" or the Platform: A cloud-based software platform for caseload management, student progress tracking, IEP management, documentation, reporting and analytics, and personalized practice sessions.

 

2. Service Description
 

Provider agrees to provide access to its educational software via a secure cloud-based platform. The Service is designed for use in educational settings and includes features for caseload management, student progress tracking, IEP management, documentation, reporting and analytics, and personalized practice sessions, among other features.

 

3. Compliance with Student Data Privacy Laws
 

1. FERPA Compliance: Provider agrees to comply with FERPA and act as a "School Official" as defined therein, using Student Data only for authorized educational purposes.

2. COPPA Compliance: Provider ensures that the Service does not collect, use, or disclose personal information from children under 13 without verifiable parental or school consent.

3. State-Specific Laws: Provider shall comply with applicable state laws governing the privacy and security of Student Data.

 

4. Ownership and Use of Data
 

1. Ownership: All Student Data remains the property of the Customer or its students.

2. Permissible Uses: Provider shall use Student Data solely to provide the Service and support its functionality.

3. Prohibited Uses: Provider shall not sell, disclose, or use Student Data for advertising or any other non-educational purpose.

 

5. Data Security
 

1. Security Measures: Provider shall implement and maintain industry-standard security measures, including but not limited to:

   • Encryption of data in transit and at rest.

   • Role-based access controls.

   • Regular security audits.

2. Breach Notification: Provider shall notify the Customer within, 48 hours of any suspected or confirmed data breach affecting Student Data and provide detailed remediation steps.

 

6. Access Control and Monitoring
 

1. User Authentication: Authorized Users shall access the Service using secure credentials issued by the Customer.

2. Activity Monitoring: Provider shall log and monitor user activities to ensure compliance with this Agreement and provide reports upon request.

 

7. Acceptable Use Policy
 

1. Educational Purposes Only: The Service must be used solely for educational purposes.

2. Prohibited Activities: Authorized Users are prohibited from using the Service for:

   • Cyberbullying or harassment.

   • Unauthorized access or data manipulation.

   • Any non-educational activity.

 

8. Billing and Payment Terms
 

1. Payment Structure: For the Initial Term and any renewal terms as set forth in this Agreement, the Customer shall provide Provider with valid credit card information or ACH information and shall authorize Provider to charge such credit card or initiate  ACH to pay for all Products & Services provided during the month as listed in the Order & Terms Sheet. Provider shall generate invoices electronically on the last day of the month and fees shall be charged on the 5th day of the month. The Customer is responsible for providing complete and accurate billing and contact information to Provider and notifying of any changes to such information. Provider may increase the Fees from the Order & Terms Sheet at its own discretion and shall provide advance notice of 60 days of any pricing changes.

2. Taxes. Provider shall invoice the Customer for applicable sales, use, and similar taxes on fees sourced to States where Provider has nexus, as determined by Provider in its sole discretion to meet State and Federal tax laws.  The Customer agrees to promptly pay such taxes when invoiced. 

3. Late Payments and Interest. Any portion of any amount payable hereunder that is not paid when due will accrue interest at 1.5% per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid.

4. Public Funding: Provider agrees to accommodate the Customer’s funding cycles and provide the necessary documentation for grant or public funding compliance.

 

9. Training and Support
 

1. Training: Provider shall offer initial training sessions for Authorized Users at no additional cost.

2. Technical Support: Provider shall provide ongoing technical support via email during normal business hours.

10. Customer Responsibilities
 

1. Create End User Accounts: As applicable to the Platform product type, create End User accounts for its personnel, Educators, Students, and any other End User for which the Customer is responsible, in each case to the extent they need access to the Platform, and/or utilize Administrator tools to onboard such End Users (including contracted Educators), assign product licenses and set up caseloads as relevant to End Users. Strealine's user base of Students and Educators is based on existing and up-to-date information provided by the Customer. Accordingly, it is the Customer’s sole responsibility to ensure such information is up-to-date, true, and accurate, including providing updated information to Streamline or associating End Users to schools, Students to Educators, Students to grades, districts, and schools and deactivating accounts when End Users no longer require access to or use of {Catalist} the Platform. To avoid doubt, the Customer shall not provide information regarding and/or onboard End Users who do not require access to the Platform. Any oversharing may result in additional costs. Provider shall provide Onboarding Support as further described in the Order & Terms Sheet. Notwithstanding the above, where the Customer uses Provider’s support and/or acts on behalf of the Customer and in accordance with its instructions to operate the Platform, the Customer agrees and acknowledges that such usage authorizes designated representatives of Provider to view student information (including skill assignment, practice data & progress data via the reporting tools), import End-Users, assign licenses and caseloads and operate any other function, all to the extent required.

2. Platform Accessibility. Make the Platform accessible to users by meeting the technical requirements, such as compatible devices and software and access to the internet per Provider’s Minimum System Requirements such that End-Users can reach, access, and use the Platform as intended within its facilities or at End Users location. Provide tier 1 technical support for such access and requirements and provide contact details for the Customer’s IT specialist(s) who shall be responsible therefore.

3. Training. Ensure all Educators, Speech Therapists, administrators and authorized personnel of the Customer undergo training, as necessary, on the use of the Platform.

4. Certifications. Ensure all End Users are qualified and/or certified and/or authorized by applicable laws and regulations to provide the applicable special education services to Students.

5. Children’s Online Privacy Protection Act. Obtain in advance all required End User consents, including without limitation the consent of parents or guardians of Students to receive the treatment (including through the Platform) and to use, process, and disclose End User information according to the Purpose as defined in the Privacy Policy, in accordance with any Applicable Data Protection Laws. The Customer shall properly and duly store all signed consent forms, and upon demand, shall provide such consents to Provider to assist with, and demonstrate compliance. In particular, under the United States’ Children’s Online Privacy Protection Act (COPPA), Provider relies on the Customer, acting as the parent’s agent and on its behalf, to obtain verifiable parental (or legal guardian) consent, regarding the collection of a child’s information (under the age of 13). For such purpose, Provider has provided the Customer this COPPA Direct Notice including an example of a Consent Form, which the Customer shall make available to parents.

6. Point of Contact. Assign the main point of contact responsible for all of the above responsibilities.

 

11. Term, Termination and Data Portability
 

1. Term of Agreement. The term (“Term”) of this agreement is 12 months with automatic renewal for an additional 12 months until terminated with a 30-day notice by either the Customer or Provider. If the Customer breaches this Agreement, the right to access and use the Platform and/or Services shall automatically terminate. In addition, Provider may, in its sole discretion, terminate this Agreement and the Customer’s access to the Platform, at any time and for any reason, without penalty or liability. In the event the Customer breaches this Agreement, these actions are in addition to and not in lieu or limitation of any other right or remedy that may be available to Provider.

2. Termination. Either party may terminate this Agreement upon a 30-day written notice. Upon any termination of the Agreement by either party, the Customer must promptly cease to use and access the Services. Any deletion of Customer information including Personal Data is subject to Provider’s policies, procedures, and applicable laws and regulations. 

3. Survivability. Provisions which by their nature are intended to survive the suspension or termination of this Agreement shall survive its termination, including without limitation, Disclaimers, Ownership, Limitations on Liability, Indemnity, and Governing Law.

4. Data Portability. Upon termination, and if requested, Provider shall assist the Customer in exporting all Student Data in a secure, readable format within 30 days.

 

12. Liability and Indemnification
 

1. Limitations on Liability: Provider’s liability under this Agreement shall not exceed the total fees paid by the Customer in the 12 months preceding a claim.

2. Indemnity: Provider agrees to indemnify the Customer against any claims arising from Provider’s breach of this Agreement or violation of applicable laws. Customer agrees to indemnify Provider against any claims arising from Customer's breach of this Agreement, violation of applicable laws by Customer, or any claims arising from the use of the Platform by the Customer.
    

13. Governing Law
 

This Agreement shall be governed by the laws of North Carolina without regard to its conflict of laws principles.

 

14. Entire Agreement
 

This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements. Amendments must be in writing and signed by both parties.
 

Last Updated: December 18, 2024