Terms of Service

Last Updated: May 31, 2026

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCEPTING ELECTRONICALLY, ACCESSING OR USING THE SERVICES, YOU AGREE TO THESE TERMS.

These Terms of Service along with the corresponding Service Order (as defined below in section 1.11) constitute an agreement (this “Agreement”) by and between Parsec Education, Inc., a Delaware corporation, together with its wholly-owned subsidiaries, including ParsecReel, LLC and Parsec Academy, LLC, and their respective affiliates (collectively “Parsec”) and (a) K-12 schools, school districts, local education agencies, and county offices of education (“Educational Institutions”), (b) nonprofit organizations, private enterprises, government agencies, or other entities executing a Service Order (“Organizational Clients”), or (c) individuals registering for a Free Tier Account pursuant to Section 2.6 (collectively and each, a “Client”). Educational Institutions and Organizational Clients are collectively referred to as “Institutional Clients.” For provisions of this Agreement that are specific to Educational Institutions operating under FERPA or California education privacy laws, such provisions apply only to Educational Institutions and not to Organizational Clients unless expressly stated otherwise.

EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS, AND THAT THE PERSON BINDING THE CLIENT HAS BEEN AUTHORIZED TO DO SO. THIS AGREEMENT SHALL CONTROL THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNLESS AN INDIVIDUALLY NEGOTIATED TERMS OF SERVICE AGREEMENT IS AGREED UPON IN WRITING.

IMPORTANT: PLEASE REVIEW THE MUTUAL ARBITRATION CLAUSE AND CLASS ACTION WAIVER SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU (A) TO RESOLVE DISPUTES WITH PARSEC THROUGH FINAL AND BINDING ARBITRATION AND (B) TO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS AS SET FORTH BELOW. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS MUTUAL ARBITRATION CLAUSE AND CLASS ACTION WAIVER AS EXPLAINED BY THIS AGREEMENT.

1 DEFINITIONS. The following capitalized terms will have the following meanings whenever used in this Agreement.

1.1. “AUP” means Parsec’s acceptable use policy currently posted at

https://www.parseceducation.com/acceptable-use-policy

1.2. “Authorized Users” is defined in Section 2.1 below.

1.3. “Client Content” is defined in Section 4.1(b) below.

1.4. “Client Data” means all information processed or stored through the Web App, Mobile App, Desktop App, Dashboard, or the Services by Client or on Client’s behalf, which may include student and parent/guardian personal information, organizational data, staffing data, and other institutional records. To the extent that Client Data includes education records directly related to a pupil and maintained by an Educational Institution or by a party acting for such institution, as defined under the Family Educational Rights and Privacy Act, 20 U.S.C. § 1232g, and California Education Code Section 49073.1, such data is referred to herein as “Pupil Records.” The provisions of this Agreement specifically referencing Pupil Records apply only to Institutional Clients accessing paid tiers pursuant to a Service Order involving the processing of such data.

1.5. “Desktop App” means the ParsecReel desktop app as defined in Section 2.4 below.

1.6. “Dashboard” means Parsec Education’s analytics dashboard platform, including any current or successor products, features, or tiers made available thereunder (including but not limited to the product offerings currently known as Parsec Analytics, Clarity Light, and any premium analytics tiers), as may be renamed, reorganized, or updated by Parsec from time to time.

1.7. “Documentation” means Parsec’s standard manual related to use of the Web App, as well as one-off printed and web-based resources.

1.8. ” Excluded Data” is defined in Section 5 below.

1.9. “Mobile App” means the ParsecReel mobile app as defined in Section 2.4 below.

1.10. “Privacy/Security Law” means applicable laws (a) related to personal data that (b) govern Parsec’s handling of Client Data (if any).

1.11. “Reports” means a multiple measure report card with individualized student data, or growth certificate, or student champion continuous improvement reports.

1.12. “Safeguards” is defined in Section 4(e) below.

1.13. “Service Order” means an order for access to the Web App, Mobile App, Desktop App or Dashboard, executed via electronic or regular signature. For Individual Clients registering for a Free Tier Account, the online registration for and electronic acceptance of these Terms constitutes the Service Order and no separate executed order is required.

1.14. “Services” means professional development, workshops, training and consulting. 1.15. “Term” is defined in Section 11.1 below.

1.16. “User” means any individual who uses the Web App, Mobile App, Desktop App or Dashboard on Client’s behalf or through Client’s account or passwords, whether authorized or not and any individual, student, parent/guardian, teacher or school staff who uses the Web App, Mobile App, Desktop App, Dashboard, or the Services whether authorized or not.

1.17. “Web App” means the ParsecReel web platform or Parsec Academy’s web app. 1.18. “Free Tier Account” means an account registered through Parsec’s online registration process that provides access to designated features of the Dashboard at no charge. Free Tier Accounts are subject to the additional terms set forth in Section 2.6 of this Agreement. The features, functionality, and data available through a Free Tier Account are determined by Parsec in its sole discretion and may be modified, reduced, or discontinued at any time without notice.

1.19. “Authorized Free Tier User” means any individual who registers for and accesses a Free Tier Account, whether or not such individual is affiliated with an Educational Institution. Authorized Free Tier Users are included within the definition of “User” for purposes of this Agreement except where this Agreement expressly distinguishes between them.

1.20. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with Parsec Education, Inc., where “control” means ownership of more than fifty percent (50%) of the voting securities or equivalent ownership interest of such entity.

2 RIGHT TO USE DESKTOP APP, DASHBOARD, MOBILE APP & WEB APP

2.1. Use of the Web App and Dashboard. During the Term, Client may access and use the Web App. Dashboard, or the Services for its internal business purposes pursuant to this Agreement and as provided for in the applicable Service Order and Users may access the Mobile App and/or Desktop App, including such features and functions as the Service Order requires and specifies and use by Client’s schools, school districts, local education agency and their respective students, school district staff, teachers, and administrators (“Authorized Users”).

2.2. Documentation: Client may reproduce and use the Documentation solely as necessary to support Users’ use of the Web App, Dashboard, or the Services.

2.3. Web App, Mobile App, Desktop App and Dashboard Revisions. Parsec may revise the Web App, Mobile App, Desktop App or Dashboard features and functions at any time, including without limitation by removing such features and functions or reducing service levels. If any such revision to the Web App, Mobile App, Desktop App, Dashboard, or the Services materially reduces features or functionality provided pursuant to an outstanding Service Order, Client may notify Parsec in writing and Parsec will have 30 days to cure such material reduction.

2.4. Mobile App and Desktop App Licenses. Parsec hereby grants Client and Client’s Users a nonexclusive, non-sublicensable, limited, revocable license to reproduce and use one copy of the App (as defined below) on Users’ mobile device and/or desktop and tablet, solely as a component of the Web App, provided you comply with the restrictions set forth below in Section 2.5 (Restrictions on Software Rights). The license in the preceding sentence does not include use by any third party, and Client shall not permit any such use. Parsec grants the license in this Section 2.4 under copyright and, solely to the extent necessary to exercise such rights, under any other applicable intellectual property rights. (The “Mobile App” and “Desktop App” mean ParsecReel’s downloadable mobile app and desktop app available in the Apple App Store or Google Play Store. The Mobile App and Desktop App are components of the Web App and is included in references thereto, except in provisions that separately address the Mobile App and Desktop App.)

2.5. Restrictions on Software Rights. Copies of the Mobile App or Web App created or transferred pursuant to this Agreement are licensed, not sold, and Client or Users receive no title to or ownership of any copy of the Mobile App or Web App itself. Furthermore, Client nor Users receive no rights to the Mobile App or Web App other than those specifically granted in Section 2.4 above. Without limiting the generality of the foregoing, Client or Users shall not: (a) modify, create derivative works from, distribute, publicly display, publicly perform, or sublicense the Mobile App or Web App; (b) use the Mobile App or Web App in any way forbidden by Section 5.1 below; or (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive any of the App’s source code.

2.6. Free Tier Accounts.

(a) Grant of Access. Subject to this Agreement, Parsec grants each Authorized Free Tier User a limited, non-exclusive, non-transferable, revocable, and non-sublicensable right to access and use the Services designated by Parsec as available within the Free Tier Account, solely for such user’s personal and non-commercial use.

(b) Scope Limitations. Free Tier Accounts provide access only to features, data, and functionality that Parsec designates as available to free tier users. Free Tier Accounts do not provide access to Pupil Records, student personally identifiable information, or any data requiring FERPA authorization, nor to ParsecReel’s Web App, Mobile App, or Desktop App, nor to Parsec Academy, nor to any premium features or data integrations available only through paid subscriptions pursuant to a Service Order.

(c) No Service Level Commitment. Parsec provides Free Tier Accounts on an “AS IS” and “AS AVAILABLE” basis with no guarantee of uptime, availability, performance, support, or data access continuity. Parsec shall have no liability to any Authorized Free Tier User for any interruption, suspension, degradation, or discontinuation of Free Tier Account access. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, NO WARRANTIES, INDEMNITIES, SLAS, OR SUPPORT APPLY TO FREE TIER ACCOUNTS AND PARSEC’S LIABILITY FOR FREE TIER ACCOUNTS IS LIMITED TO TEN ($10) U.S. DOLLARS.

(d) Modification and Termination. Parsec reserves the right, in its sole and absolute discretion, to modify, limit, throttle, suspend, or terminate any Free Tier Account or any feature thereof at any time, for any reason or no reason, with or without notice, including but not limited to: (i) prolonged account inactivity; (ii) resource optimization or capacity management; (iii) suspected violation of this Agreement or the AUP; (iv) Parsec’s reasonable belief that the account is being used for competitive intelligence, unauthorized data extraction, or any purpose inconsistent with the intended use of the Free Tier Account; or (v) discontinuation of the free tier offering entirely.

(e) Accurate Registration. Each Authorized Free Tier User represents and warrants that all information provided during registration is truthful, accurate, and complete, including without limitation the user’s name, email address, organizational affiliation (if any), and professional role (if any). Material misrepresentation in registration information constitutes grounds for immediate termination of the Free Tier Account without notice.

(f) Single Account. Each individual may register for only one Free Tier Account. Users shall not create multiple Free Tier Accounts using different identities, email addresses, or credentials to circumvent usage limitations, access restrictions, or account termination.

(g) No Institutional Relationship. Registration for a Free Tier Account by an individual affiliated with an Educational Institution does not establish a contractual relationship between Parsec and that Educational Institution, does not constitute a Service Order on behalf of that Educational Institution, and does not entitle the Educational Institution to any rights or access under this Agreement. Institutional access to paid features or Pupil Records requires a separate Service Order executed by an authorized representative of the Educational Institution.

(h) Upgrade. An Authorized Free Tier User may request an upgrade to a paid tier at any time. Upon upgrade, the Individual Client or their Educational Institution (as applicable) will be subject to the prevailing fees, payment provisions, and service terms applicable to the selected paid tier, and a Service Order will be required.

(i) Eligibility. To register for a Free Tier Account, the individual must be at least eighteen (18) years of age. By registering, the Authorized Free Tier User represents and warrants that they meet this age requirement. Parsec reserves the right to require verification of age or identity at any time and to terminate any account for which such verification is not provided upon request or for which the user does not meet the eligibility requirements.

(j) Customer Name. During the term of the Agreement, Free Tier Account users grant Parsec a non-exclusive, royalty-free, fully-paid up license to use and reproduce your trademarks, trade names and logos in Parsec’s marketing materials and website(s) and to indicate that you are a Parsec customer. Parsec will abide by any written trademark usage guidelines provided by you. All goodwill arising out of the use of your trademarks, tradenames and logos shall inure to your benefit.

2.7. Non-Educational Institutional Clients.

Where an Organizational Client that is not an Educational Institution uses the Services to collect feedback, communications, or other content from end users, the following apply: (a) the FERPA School Official designation and Pupil Records processing provisions of Section 4 do not apply; (b) the Organizational Client is solely responsible for determining and complying with all privacy and data protection laws applicable to its collection and processing of end user data through the Services, including without limitation COPPA if the Organizational Client’s end users include children under 13; (c) the Organizational Client represents and warrants that it has obtained all consents required under applicable law for Parsec to process end user data on the Organizational Client’s behalf in connection with the Services; and (d) Parsec’s processing of end user data provided by an Organizational Client is governed by this Agreement, the Privacy Policy, and any data processing terms set forth in the applicable Service Order.

3. INTELLECTUAL PROPERTY & FEEDBACK

3.1. Intellectual Property (“IP”). Parsec retains all right, title, and interest in and to the Web App, Mobile App, Desktop App or Dashboard and the Services, including without limitation all software used to provide the Web App, Mobile App, Desktop App, Dashboard, or the Services and all graphics, user interfaces, logos, and trademarks reproduced through the Web App, Mobile App, Desktop App, Dashboard, or the Services. This Agreement does not grant Client any intellectual property license or rights in or to the Web App, Mobile App, Desktop App, Dashboard, or the Services or any of its components or the Services, except to the limited extent that such rights are necessary for Client’s use of the Web App, Mobile App, Desktop App, Dashboard, or the Services as specifically authorized by this Agreement. Client recognizes that the Web App, Mobile App, Desktop App, Dashboard, or the Services and its components are protected by copyright and other laws.

3.2. Feedback. To the extent you or any of your users provide any suggestions, usage data, or performance metrics, traffic data, telemetry, logs generated from the Services, or any other usage statistics to Parsec regarding the functioning, features, and other characteristics of the Services, documentation, or any other material or services provided or made available by Parsec (“Feedback“), you hereby grant Parsec a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid-up, fully transferable, worldwide license (with rights to sublicense through multiple tiers of sublicenses) under all of your intellectual property rights, for Parsec to use and exploit in any manner and for any purpose.

3.3. Proprietary Data Compilations. Client acknowledges and agrees that, notwithstanding that certain raw data displayed through the Dashboard may be derived from publicly available sources published by state or local government agencies, the selection, coordination, arrangement, aggregation, synthesis, analytical treatment, and visual presentation of such data within the Dashboard constitute Parsec’s original works of authorship and proprietary intellectual property, protected under applicable copyright, trade secret, and other intellectual property laws. No right, title, or interest in Parsec’s proprietary compilations, data structures, or analytical methodologies is transferred or licensed to Client by virtue of access to or use of the Dashboard, except the limited right to view and use Dashboard outputs as expressly permitted under the applicable account tier.

4. CLIENT DATA & PRIVACY

4.1. Management of Client Data in General.

(a) Limited Use for Web App, Mobile App, Desktop App, Dashboard, or the Services. Parsec shall not: (i) access, process, or otherwise use Client Data other than as necessary to facilitate the Web App, Mobile App, Desktop App, Dashboard, or Services; or (ii) give Client Data access to any third party, except Parsec’s subcontractors that have a need for such access to facilitate the Web App, Mobile App, Desktop App, Dashboard, or the Services and are subject to a reasonable written agreement governing the use and security of Client Data. Further, Parsec shall exercise reasonable efforts to prevent unauthorized disclosure or exposure of Client Data.

(b) Permission of Use for Web App, Mobile App, Desktop App, Dashboard, or the Services. Client grants Parsec permission to access, process, and otherwise use Client Content (as defined below) in order to provide Provider’s products and/or services to Client, to track and analyze use of the Web App, Mobile App, Desktop App Dashboard, or Services. To the extent that Client has intellectual property rights in the Client Content, Client grants Parsec a world-wide, perpetual, non-exclusive, royalty-free, sublicensable, transferable license to use and prepare derivative works from Client Content for the purposes outlined in this Agreement. As between the parties, Client retains ownership of Client Content. “Client Content” means any Content transmitted by Client or Client’s Users to Parsec or its agents. “Client Content” means text, images, photos, audio or video files, and other forms of data or communication provided by students and parents/guardians teachers, school, school district. local education agency staff.

(c) Rights in Client Content. Client represents and warrants that Client owns Client Content or has received a valid license to Client Content and that submitting or transmitting Client Content to or through the Web App, Mobile App, Desktop App Dashboard, or Services will not violate the rights of any third party or applicable law, including without limitation intellectual property, privacy, or publicity rights and Client has secured all legally required consents under Family Educational Rights and Privacy Act (“FERPA”) at 20U.S.C. § 1232g (34 C.F.R. Part 99); the Protection of Pupil Rights Amendment (“PPRA”) at 20U.S.C. §1232h; and the Children’s Online Privacy Protection Act (“COPPA”) at 15 U.S.C. §6501-6506 (16 C.F.R. Part 312), Student Online Personal Information Protection Act (“SOPIPA”) at California Bus. & Prof. Code § 22584 . Parsec is under no obligation to review or screen Client Content or other Users’ Content.

(d) De-Identified and Aggregated Data. Notwithstanding the provisions of this Section 4, Parsec may collect, derive, generate, and use De-Identified Data and Aggregated Data (each as defined below) for any lawful business purpose, including without limitation product development, analytics, benchmarking, research, and the creation of aggregate analytics products, in its sole discretion, including without limitation aggregated with data from other Clients and users. Such use shall survive the termination or expiration of this Agreement. Parsec maintains commercially reasonable de-identification methodologies designed to ensure that De-Identified Data cannot reasonably be used to identify an individual person, household, or Client, and Parsec commits to maintaining and using such data only in de-identified form except as required by law. (“De-Identified Data” refers to Client Data or user data with the following removed: information that identifies or could reasonably be used to identify an individual person, a household, or Client. “Aggregated Data” refers to data that has been combined with data from multiple users, Clients, or sources such that no individual user, Client, person, or household is identifiable.)

(e) Privacy Policy. Client acknowledges and agrees to Parsec’s privacy policy at https://www.parseceducation.com/privacy-policy.

(f) Required Disclosure. Notwithstanding the provisions of this Article 4, Parsec may disclose Client Data as required by applicable law or by proper legal or governmental authority. Parsec shall give Client prompt notice of any such legal or governmental demand and reasonably cooperate with Client in any effort to seek a protective order or otherwise to contest such required disclosure, at Client’s expense.

(g) Risk of Exposure. Client recognizes and agrees that hosting data online and sharing content to or through the Web App, Mobile App, Desktop App Dashboard, or Services involves risks of unauthorized disclosure or exposure and that, in Client or Users accessing and using the Web App, Mobile App, Desktop App Dashboard, or Services Client assumes such risks. Parsec offers no representation, warranty, or guarantee that Client Data or Client Content will not be exposed or disclosed through errors or the actions of third parties. Parsec will implement and maintain commercially reasonable administrative, physical and technical safeguards (“Safeguards”) which attempt to prevent any unauthorized collection, use or disclosure of, or access to Client Data or Client Content, including, without limitation, an information security program that meets commercially reasonable industry practice to safeguard Client Data and Client Content.

(h) Additional Fees. Client recognizes and agrees that Parsec may charge additional fees (without limitation) (a) for activities (if any) required by Privacy/Security Laws and (b) for activities Client requests to help it comply with Privacy/Security Laws.

(i) Free Tier Account Data. Client acknowledges, understands, and agrees that Free Tier Accounts do not involve the collection, ingestion, processing, or storage of Pupil Records, student personally identifiable information, or education records subject to FERPA, COPPA, PPRA, SOPIPA, or California Education Code Section 49073.1. The data protection, School Official designation, and student data processing provisions of this Section 4 that reference Pupil Records, Client Data containing student information, or Educational Institution data apply only to Institutional Clients accessing paid tiers pursuant to a Service Order that involves the processing of such data.

4.2. Data Accuracy. Parsec will have no responsibility or liability for the accuracy of data uploaded to the Web App, Mobile App, Desktop App, Dashboard, or the Services by Client or Client’s Users, including without limitation Client Data and Client Content and any other data uploaded by Users.

4.3. Erasure. Parsec may permanently erase Client Data or Client Content if Client’s account is delinquent, suspended, or terminated, without limiting Parsec’s other rights or remedies.

4.4 Right to Data Destruction. If requested by the Client, during or after the term of this agreement, Parsec will make commercially reasonable efforts to destroy or otherwise render Client Data or Client Content inaccessible and no longer available for any future usage.

4.5. Excluded Data. Client warrants that (a) it has not and will not transmit Excluded Data (as defined below), or permit transmission of Excluded Data, to Parsec or its computers or other media and, (b) to the best of its knowledge, Client Data does not and will not include Excluded Data. Client shall inform Parsec of any Excluded Data within Client Data promptly after discovery (without limiting Parsec’s rights or remedies). Client recognizes and agrees that: (i) the provisions of this Agreement related to Client Data do not apply to Excluded Data; (ii) Parsec has no liability for any failure to provide protections in the Excluded Data Laws (as defined below) or otherwise to protect Excluded Data; and (iii) Parsec’s systems are not intended for management or protection of Excluded Data and may not provide adequate or legally required security for Excluded Data. Parsec is not responsible or liable for any data exposure or disclosure or related loss to the extent that it involves Excluded Data. (“Excluded Data” means Protected Health Information. “Excluded Data Laws” means any law or regulation governing Excluded Data, including without limitation any law or regulation protecting privacy or security rights of Excluded Data subjects, as well as the following statutes and regulations: The Health Insurance Portability and Accountability Act of 1996 (HIPAA).)

5. CLIENT RESPONSIBILITIES & RESTRICTIONS

5.1. Acceptable Use. Client shall comply with the AUP. Client shall not:

(a) use the Web App for service bureau or time-sharing purposes or in any other way allow third parties to exploit the Web App;

(b) provide Web App, Mobile App, or Web App passwords or other log-in information to any third party;

(d) access the Web App, Mobile App or Web App in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Web App, Mobile App or Web App, or to copy any ideas, features, functions or graphics of the Web App, Mobile App or Web App;

(e) engage in web scraping or data scraping on or related to the Web App, Mobile App or Web App, including without limitation collection of information through any software that simulates human activity or any bot or web crawler;

(f) analyze, deconstruct, replicate, or reverse engineer the data models, compilation methodologies, analytical frameworks, aggregation logic, proprietary data structures, or visualization designs accessible through the Dashboard, whether manually or through automated means, for the purpose of creating or contributing to any product, service, dataset, or publication that competes with or substitutes for any Parsec offering;

(g) access or use the Dashboard through any account associated with, or on behalf of, any entity or individual that directly or indirectly competes with Parsec in the provision of educational data analytics, student information systems, or related products or services, or use access to the Dashboard to inform, benchmark, or develop any competing product or service;

(h) use, reproduce, distribute, display, or create derivative works from any output of the Dashboard — including but not limited to charts, reports, data visualizations, compiled datasets, or analytical summaries — except as expressly authorized for the applicable account tier. For Free Tier Accounts, use of Dashboard outputs is limited to the Authorized Free Tier User’s personal, internal, non-commercial reference and analysis, and any commercial distribution, publication, resale, licensing, or white-labeling of Dashboard outputs is strictly prohibited without Parsec’s prior written consent.

In the event that it suspects any breach of the requirements of this Section 5.1, including without limitation by Users, Parsec may suspend Client’s access to the Web App or Client’s access and Client’s Users access to the Mobile App or Web App without advanced notice, in addition to such other remedies as Parsec may have. Neither this Agreement nor the AUP requires that Parsec take any action against Client or any User or other third party for violating the AUP, this Section 5.1, or this Agreement, but Parsec is free to take any such action it sees fit.

5.2. Unauthorized Access. Client shall prevent unauthorized access to the Web App, Mobile App, Desktop App, Dashboard, or the Services, including without limitation by protecting its passwords and other log-in information. Client shall notify Parsec immediately of any known or suspected unauthorized use of the Web App, Mobile App, Desktop App, Dashboard, or the Services or breach of its security and shall use best efforts to stop said breach.

5.3. Compliance with Laws. In its use of the Web App, Mobile App, Desktop App, Dashboard, or the Services or Client’s Users’ use of the Mobile App or Desktop App, Client shall comply with all applicable laws, including without limitation Privacy/Security laws such as but not limited to Family Educational Rights and Privacy Act (“FERPA”) at 20U.S.C. § 1232g (34 C.F.R. Part 99); the Protection of Pupil Rights Amendment (“PPRA”) at 20U.S.C. §1232h; and the Children’s Online Privacy Protection Act (“COPPA”) at 15 U.S.C. §6501-6506 (16 C.F.R. Part 312), Student Online Personal Information Protection Act (“SOPIPA”) at California Bus. & Prof. Code § 22584 .

5.4. Users & Web App, Mobile App, Desktop App and Dashboard Access. Client is responsible and liable for: (a) Users’ use of the Web App, Mobile App, Desktop App, Dashboard, or the Services, including without limitation unauthorized User conduct and any User conduct that would violate the AUP or the requirements of this Agreement applicable to Client; and (b) any use of the Web App, Mobile App, Desktop App, Dashboard, or the Services through Client’s account, whether authorized or unauthorized.

6 PAYMENT

6.1 Subscription and Service Fees; Payment Terms. Unless otherwise indicated on the SO, the Client shall pay Parsec the fee set forth in the SO (“Subscription Fee”) for each Term within 30 days of issuance which may include but not limited to fees for set-up training, onsite and remote training and set up, professional development, customization fees, workshops, training and consulting (“Service Fees”) If payment of any fee is not made when due and payable, a late fee will accrue at the rate of the lesser of one and one-half percent (1.5%) per month or the highest legal rate permitted by law and Client will pay all reasonable expenses of collection. In addition, if any past due payment has not been received by Parsec within thirty (30) days from the time such payment is due, Parsec may suspend access to the Web App, Mobile App, Desktop App, Dashboard, or the Services until such payment is made. Access to and Subscription Fees will be specified in the applicable SO and may include Subscription Fees or Service Fees for the following:

(a) Multiple measure report cards, an individualized student report presenting a holistic 360 view of a child’s complete educational experience (fee per student / per times run during the term).

(b) Growth Certificates (fee per student / per times run during the term).

(d) Climate Survey results, classroom demographics, state and local assessment performance, grades, and educator attendance (cost per teacher and annual maintenance fee).

(e) Access Parsec Academy online portal.

(f) ParsecGO – license fee (access to the dashboard) – based on cost per student, implementation fee / maintenance fee.

(g) ParsecPRO – number of students based on prevailing thresholds.

(h) ParsecPRO+ – individually negotiated based on size of district, customization needs and implementation requirements.

(i) Access to ParsecReel.

No fees are owed for a Free Tier Account unless and until the Individual Client or an Educational Institution on whose behalf the Individual Client acts executes a Service Order for a paid tier, at which point the fee and payment provisions of this Section 6 and the applicable Service Order shall govern.

6.2. Taxes. Amounts due under this Agreement are payable to Parsec without deduction for any tax, tariff, duty, or assessment imposed by any government authority (national, state, provincial, or local), including without limitation any sales, use, excise, ad valorem, property, withholding, or value-added tax, whether or not withheld at the source (collectively, “Sales Tax”). Except as forbidden by applicable law, Parsec may require that Client submit applicable Sales Taxes to Parsec. However, the preceding sentence does not apply to the extent that Client is tax exempt, provided it gives Parsec a valid tax exemption certificate within 30 days of the Effective Date. Parsec’s failure to include any applicable tax in an invoice will not waive or dismiss its rights or obligations pursuant to this Section 6.2. If applicable law requires withholding or deduction of Sales Taxes or any other tax or duty, Client shall separately pay Parsec the withheld or deducted amount, over and above fees due. For the avoidance of doubt, this Section 6.2 does not govern taxes based on Parsec’s net income.

7 CONFIDENTIAL INFORMATION

7.1. “Confidential Information” refers to any information or data, regardless of whether it is in tangible form, disclosed by either party (the “Disclosing Party”) that the Disclosing Party has either marked as confidential or proprietary, or has identified in writing as confidential or proprietary within thirty (30) days of disclosure, or a reasonable person would know to be confidential to the other party (the “Receiving Party”). All information that may not be marked as confidential should be maintained as private information in compliance with 20 U.S.C. 1232g – Family Educational and Privacy Rights. Parsec’s Confidential Information includes, without limitation, Parsec’s Web App, Mobile App, Desktop App, Dashboard and the Services and any pricing provided in connection with the terms of this Agreement. Information will not be deemed “Confidential Information” if such information: (a) is known to the Receiving Party prior to receipt from the Disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (b) becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Receiving Party; or (d) is approved for release in writing by the other Party. Client is on notice that the Confidential Information may include Parsec’s valuable trade secrets.

7.2. Nondisclosure. Each party acknowledges that the Confidential Information constitutes valuable trade secrets and proprietary information of a party, and each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. Each party will use reasonable measures to protect the confidentiality and value of the other party’s Confidential Information. Notwithstanding any provision of this Agreement, either party may disclose the terms of this Agreement, in whole or in part (i) to its employees, officers, directors, professional advisors (e.g., attorneys, auditors, financial advisors, accountants and other professional representatives), existing and prospective investors or acquirers contemplating a potential investment in or acquisition of a party, sources of debt financing, acquirers and/or subcontractors who have a need to know and are legally bound to keep such Confidential Information confidential by confidentiality obligations or, in the case of professional advisors, are bound by ethical duties to keep such Confidential Information confidential consistent with the terms of this Agreement; and (ii) as reasonably deemed by a party to be required by law (in which case each party will provide the other with prior written notification thereof, will provide such party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law).

7.3. Injunction. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of an actual or threatened breach of the provisions of this Section, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.

7.4. Termination and Return. Upon the termination of this Agreement, each Receiving Party agrees to promptly return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party that is in possession of the Receiving Party and to certify the return or destruction of all such Confidential Information and embodiments thereof.

7.6. Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto. The Disclosing Party will retain all right, title, and interest in and to its Confidential Information.

8 REPRESENTATIONS & WARRANTIES.

8.1. From Parsec. Parsec represents and warrants that it is the owner of the Web App, Mobile App, Desktop App, Dashboard, or the Services and each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights to use the Web App, Mobile App, Desktop App or Dashboard set forth in this Agreement without the further consent of any third party. Parsec’s representations and warranties in the preceding sentence do not apply to use of the Web App, Mobile App, Desktop App, Dashboard, or the Services in combination with hardware or software not provided by Parsec. In case of breach of the warranty above in this Section 8.1, Parsec, at its own expense and option , may promptly: (a) secure for Client the right to continue using the Web App, Mobile App, Desktop App , Dashboard, or the Services; (b) replace or modify the Web App, Mobile App, Desktop App, Dashboard, or the Services to make it noninfringing; or if such remedies are not commercially practical in Parsec’s reasonable opinion, (c) refund the fees paid for the Web App, Mobile App, Desktop App , Dashboard, or the Services for every month remaining in the then-current Term following the date after which Client access to the Web App, Mobile App, Desktop App, Dashboard, or the Services ceases as a result of such breach of warranty. If Parsec exercises its rights pursuant to Subsection 8.1(c) above, Client shall promptly cease all use of the Web App, Mobile App, Desktop App, Dashboard, or the Services and all reproduction and use of the Documentation and erase all copies in its possession or control. This Section 8.1, in conjunction with Client’s right to terminate this Agreement where applicable, states Client’s sole remedy and Parsec’s entire liability for breach of the warranty above in this Section 8.1.

8.2. From Client. Client represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the Web App, Mobile App, Desktop App, Dashboard, or the Services; and (c) it is a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law or a governmental entity, school, school district, or local education agency with the power and authority to enter into this Agreement and has all applicable and required board approvals.

8.3. Warranty Disclaimers. EXCEPT TO THE EXTENT SET FORTH IN SECTION 8.1 ABOVE, CLIENT ACCEPTS THE WEB APP, MOBILE APP, DESKTOP APP, DASHBOARD, AND THE SERVICES “AS IS,” WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (A) PARSEC HAS NO OBLIGATION TO INDEMNIFY OR DEFEND CLIENT OR USERS AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (B) PARSEC DOES NOT REPRESENT OR WARRANT THAT THE WEB APP, MOBILE APP, DESKTOP APP, DASHBOARD, OR THE SERVICES WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (C) PARSEC DOES NOT REPRESENT OR WARRANT THAT THE WEB APP, MOBILE APP, DESKTOP APP, DASHBOARD, OR THE SERVICES ARE SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT CLIENT DATA WILL REMAIN PRIVATE OR SECURE.

9. INDEMNIFICATION

Client shall defend, indemnify, and hold harmless Parsec and the Parsec Associates (as defined below) against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of or related to Client’s alleged or actual use of, misuse of, or failure to use the Web App, Mobile App, Desktop App, Dashboard, or the Services including without limitation: (a) claims by Users or by Client’s employees, as well as by Client’s own customers; (b) claims related Data Incidents (as defined below); (c) claims related to infringement or violation of a copyright, trademark, trade secret, or applicable law, or privacy or confidentiality right by written material, images, logos or other content uploaded to the Web App, Mobile App, Desktop App, Dashboard, or the Services through Client’s account, including without limitation by Client Data; and (d) claims that use of the Web App, Mobile App, Desktop App, or Dashboard, or the Services through Client’s account, including by Users, harasses, defames, or defrauds a third party or violates the CAN-SPAM Act of 2003 or any other law or restriction on electronic advertising. Client’s obligations set forth in this Article 9 include, without limitation: (i) settlement at Client’s expense and payment of judgments finally awarded by a court of competent jurisdiction, as well as payment of court costs and other reasonable expenses; and (ii) reimbursement of reasonable attorneys’ fees incurred before Clients’ assumption of the defense (but not attorneys’ fees incurred thereafter). If Client fails to assume the defense on time to avoid prejudicing the defense, Parsec may defend the Indemnified Claim, without loss of rights pursuant to this Article 9. Parsec will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it or a Parsec Associate admit wrongdoing or liability or subjects either of them to any ongoing affirmative obligation. (“Parsec Associates” are Parsec’s officers, directors, shareholders, members, parents, subsidiaries, agents, successors, and assigns. A “Data Incident” is any (1) unauthorized disclosure of, access to, or use of Client Data, including without limitation Excluded Data, or (2) violation of Privacy/Security Law through Client’s account. Data Incidents include, without limitation, such events caused by Client, by Parsec, by Client’s customers or other users, by hackers, and by any other third party.)

For Individual Clients accessing the Services through a Free Tier Account, the indemnification obligations of this Section 9 shall apply solely to claims arising out of or related to: (a) the Individual Client’s breach of Section 5.1 (Client Responsibilities & Restrictions) or the AUP; (b) the Individual Client’s material misrepresentation of registration information; (c) the Individual Client’s unauthorized commercial use, redistribution, or exploitation of Dashboard outputs or Parsec’s proprietary data compilations; (d) the Individual Client’s infringement or misappropriation of any third party’s intellectual property rights in connection with use of the Dashboard, (e) Individual Client’s violation of applicable law, or (f) Individual Client’s gross negligence or willful misconduct. The broader indemnification obligations set forth in clauses (a) through (d) of the first paragraph of this Section 9 shall apply in their entirety to Institutional Clients.

10. LIMITATION OF LIABILITY

10.1. Liability Cap. PARSEC’S CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED SHALL NOT EXCEED FIFTY ($50.00) U.S. DOLLARS.

10.2. Excluded Damages. Except with regard to breaches of Article 7 (Confidential Information), IN NO EVENT WILL PARSEC BE LIABLE FOR LOST PROFITS OR LOSS OF BUSINESS OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.

10.3. Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS ARTICLE 10 APPLY TO THE BENEFIT OF PARSEC’S OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, AND THIRD PARTY CONTRACTORS, AS WELL AS: (A) TO LIABILITY FOR NEGLIGENCE; (B) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (C) EVEN IF PARSEC IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (D) EVEN IF CLIENT’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. Client acknowledges and agrees that Parsec has based its pricing on and entered into this Agreement in reliance upon the limitations of liability and disclaimers of warranties and damages in this Article 10 and that such terms form an essential basis of the bargain between the parties. If applicable law limits the application of the provisions of this Article 10, Parsec’s liability will be limited to the maximum extent permissible. For the avoidance of doubt, Parsec’s liability limits and other rights set forth in this Article 10 apply likewise to Parsec’s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, members, employees, consultants, and other representatives.

11. TERM & TERMINATION

11.1. Term. The term of this Agreement (the “Term”) will commence on the Effective Date and continue for the period set forth in the Service Order or, if none, for 12 months.

11.2. Termination for Cause. Either party may terminate this Agreement for the other’s material breach by written notice specifying in detail the nature of the breach, effective in 30 days unless the other party first cures such breach, or effective immediately if the breach is not subject to cure.

11.3. Effects of Termination. Upon termination of this Agreement, Client and its Users shall cease all use of the Web App, Mobile App, Desktop App, Dashboard, or the Services, and delete, destroy, or return all copies of the Documentation in its possession or control. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of Client to pay fees incurred before termination; (b) Articles and Sections 3 (IP & Feedback), 7 (Confidential Information), 8.3 (Warranty Disclaimers), 9 (Indemnification), and 10 (Limitation of Liability); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.

12 MISCELLANEOUS

12.1. Independent Contractors. The parties are independent contractors and shall so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf.

12.2. Notices. Parsec may send notices pursuant to this Agreement to Client’s email contact points provided by Client in the Service Order, and such notices will be deemed received 24 hours after they are sent. Client may send notices pursuant to this Agreement to privacy@parseceducation.com, and such notices will be deemed received 72 hours after they are sent. In addition, Client is on notice and agrees that: (a) for claims of copyright infringement, the complaining party may contact privacy@parseceducation.com; and (b) Parsec will terminate the accounts of subscribers who are repeat copyright infringers.

12.3. Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, epidemics, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, government orders responding to any of the foregoing, or other causes beyond the performing party’s reasonable control.

12.4. Assignment & Successors. Client may not assign this Agreement or any of its rights or obligations hereunder without Parsec’s express written consent. Except to the extent forbidden in this Section 12.4, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.

12.5. Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.

12.6. No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.

12.7. Choice of Law & Jurisdiction: This Agreement and all claims arising out of or related to this Agreement will be governed solely by the internal laws of the State of California, including without limitation applicable federal law, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Fresno County, California. This Section 12.7 governs all claims arising out of or related to this Agreement, including without limitation tort claims.

12.8. Conflicts. In the event of any conflict between this Agreement and any Parsec policy posted online, including without limitation the AUP or Privacy Policy, the terms of this Agreement will govern.

12.9. Construction. If individually negotiated, the parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favor of or against either party by reason of authorship.

12.10. Technology Export. Client shall not: (a) permit any third party to access or use the Web App, Mobile App, Desktop App, Dashboard, or the Services in violation of any U.S. law or regulation; or (b) export any software provided by Parsec or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, Client shall not permit any third party to access or use the Web App, Mobile App, Desktop App, Dashboard, or the Services in, or export such software to, a country subject to a United States embargo or currently subject to sanctions by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”). Parsec and Client shall not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

12.11. Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.

12.12. Amendment. Parsec may amend this Agreement from time to time by posting an amended version at its Website and sending Client written notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Client first gives Parsec written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of Client’s next Term following the Proposed Amendment Date (unless Client first terminates this Agreement pursuant to Article 11, Term & Termination). Client’s continued use of the Service following the effective date of an amendment will confirm Client’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party. Parsec may revise the Privacy Policy and Acceptable Use Policy at any time by posting a new version of either at the Website, and such new version will become effective on the date it is posted; provided if such amendment materially reduces Client’s rights or protections, notice and consent will be subject to the requirements above in this Section 12.12.

12.13. Dispute Resolution for Individual Clients.

THIS SECTION, INCLUDING THE PROVISIONS ON BINDING ARBITRATION AND CLASS ACTION WAIVER, SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT, YOUR ACCOUNT OR THE SERVICE.

(a) Mandatory Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement or the use of any Free Tier Account by an Individual Client, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved by final and binding arbitration administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights. The arbitration shall be conducted by a single arbitrator, and the seat of arbitration shall be Fresno County, California, unless the parties mutually agree otherwise. The arbitrator shall apply California substantive law. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

(b) WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND PARSEC EACH AGREE THAT ANY PROCEEDING TO RESOLVE ANY CLAIM UNDER THIS AGREEMENT WILL BE BROUGHT AND CONDUCTED ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”). YOU AND PARSEC AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. YOU AND PARSEC EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. FOR THE AVOIDANCE OF DOUBT, HOWEVER, YOU CAN SEEK PUBLIC INJUNCTIVE RELIEF TO THE EXTENT AUTHORISED BY LAW AND CONSISTENT WITH SECTION 21.3.6 (EXCEPTIONS) ABOVE.

(c) Opt-Out Right. An Individual Client may opt out of the arbitration and class action waiver provisions of this Section 12.13 by sending written notice to privacy@parseceducation.com within thirty (30) days of registering for a Free Tier Account. The opt-out notice must include the Individual Client’s full name, the email address associated with the Free Tier Account, and a clear statement that the Individual Client wishes to opt out of arbitration. If the Individual Client opts out, disputes will be governed by Section 12.7 (Choice of Law & Jurisdiction).

(d) Applicability. This Section 12.13 applies only to Individual Clients. Disputes with Institutional Clients are governed by Section 12.7. Notwithstanding the foregoing, you and Parsec agree that the following types of disputes will be resolved in a court of proper jurisdiction: (a) claims within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding, (b) claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or (c) intellectual property disputes.

12.14. Consent to Electronic Communications. By registering for an account or executing a Service Order, Client consents to receive electronic communications from Parsec, including but not limited to transactional communications (such as account confirmations, security alerts, service announcements, and notices of amendments to this Agreement, the AUP, or the Privacy Policy), and agrees that such electronic communications satisfy any legal requirement that such communications be in writing. This consent applies to all communication channels associated with the account, including email to the address provided during registration or in the Service Order.

Client may separately and voluntarily consent to receive promotional and marketing communications, including via SMS or text message, by opting in through Parsec’s designated consent mechanism. By providing such SMS consent, Client acknowledges and agrees that: (i) SMS consent is not a condition of purchasing any Parsec product or service or of maintaining a Free Tier Account; (ii) message frequency may vary; (iii) message and data rates may apply; (iv) Client may revoke SMS consent at any time by replying STOP to any Parsec text message or by contacting privacy@parseceducation.com; and (v) Parsec’s use of Client’s phone number for SMS communications is subject to the Privacy Policy. Parsec will not send promotional SMS messages to any Client or user who has not affirmatively opted in to receive them.