Trackument Service Agreement

Trackument Software-as-a-Service Agreement

This Software-as-a-Service Agreement (the “Agreement”) is entered into by and between Intentional Schools, LLC, a California limited liability company doing business as Trackument (“Trackument,” “we,” “us,” or “our”) and the school district, county office of education, charter school, or other educational entity identified in the applicable Order Form (“District” or “you”).

This Agreement governs District’s access to and use of the Trackument software platform and related services (collectively, the “Services”). By checking the “acceptance box” during signup, the individual completing the signup represents that they are authorized to accept this Agreement on the District’s behalf, and the District agrees to be bound by its terms and conditions.

1. Definitions

For purposes of this Agreement: “Authorized User” means an employee, officer, administrator, or authorized contractor of District who is authorized by District to access and use the Services for District’s internal business purposes.

“District Data” means information, text, documents, materials, or other content submitted to the Services by or on behalf of District or its Authorized Users.

“Output” means documents, text, summaries, drafts, or other materials generated by the Services in response to District Data.

“Services” means the Trackument software application and related services made available to District under an applicable Order Form.

“Trackument Technology” means the Services and all underlying software, source code, object code, algorithms, models, workflows, prompts, templates, questionnaires, designs, interfaces, documentation, methodologies, know-how, and other technology or materials developed, owned, or licensed by Trackument, including modifications and improvements thereto.

“Order Form” means an ordering document, subscription confirmation, or other written purchasing document identifying the Services, subscription term, fees, and other applicable commercial terms.

“Security Incident” means a confirmed unauthorized access to, acquisition of, disclosure of, alteration of, or destruction of District Data maintained or processed by Trackument, excluding unsuccessful attempts, routine security scans, or events that do not materially compromise the confidentiality, integrity, or availability of District Data.

2. The Services

Trackument is a web-based administrative documentation tool designed to assist authorized school and district personnel in organizing information and preparing draft employee documentation, which may include conference summaries, written warnings, letters of reprimand, notices of unsatisfactory performance, and similar employment-related documentation. This version of Trackument is designed to generate pre-Skelly documentation only; it does not generate dismissal notices or documents related to formal Skelly or dismissal proceedings.

3. AI-Assisted Features and Human Review

The Services may use artificial intelligence, machine learning, natural-language processing, or other automated technologies to assist in organizing information, drafting text, summarizing information, or producing Output.

District acknowledges that automated and AI-assisted Output may contain errors, omissions, inaccuracies, inappropriate language, factual errors, or other defects and may not be appropriate for a particular employee or circumstance.

District shall independently review all Output before using, communicating, relying upon, or incorporating Output into any employee personnel record or employment action.

District shall not use Output as the sole basis for any employment decision.

Trackument does not warrant that Output is accurate, complete, unbiased, legally sufficient, nondiscriminatory, or appropriate for any particular employment matter.

District remains solely responsible for:

1. the factual accuracy of information submitted to the Services
2. determining whether discipline is appropriate
3. determining the appropriate level and form of discipline
4. compliance with applicable law
5. compliance with District policies and procedures
6. compliance with applicable collective bargaining agreements
7. compliance with applicable employee procedural rights; and
8. obtaining legal or other professional advice when appropriate

4. Eligibility and Authorized Users

District may permit Authorized Users to access the Services solely for District’s internal human-resources, personnel-management, and employee-documentation purposes. Each Authorized User shall use an individual account and shall not share account credentials with another individual.

District is responsible for:

• maintaining the confidentiality of account credentials
• ensuring that only Authorized Users access the Services
• promptly disabling accounts of individuals who no longer require access; and
• all activity conducted through District’s accounts, except to the extent caused by Trackument’s failure to maintain reasonable security controls

District shall not permit any person outside District to access or use the Services without Trackument’s prior written consent.

5. License

Subject to this Agreement and payment of applicable fees, Trackument grants District a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable Subscription Term to access and use the Services for District’s internal business purposes. District shall not:

• resell, sublicense, lease, or distribute the Services
• provide access to unauthorized third parties
• copy, modify, or create derivative works of the Services
• reverse engineer, decompile, disassemble, or attempt to discover source code
• circumvent security or access controls
• use automated means to scrape or extract information from the Services
• interfere with the operation of the Services
• use the Services to develop a competing product or service
• use the Services in violation of applicable law; or
• use the Services to make fully automated employment decisions

6. District Data and Output

As between the parties, District retains all right, title, and interest in District Data.

Subject to Trackument’s ownership of Trackument Technology, District may use Output for its internal business purposes. Trackument retains all right, title, and interest in Trackument Technology, including all underlying templates, prompts, workflows, software, methodologies, designs, interfaces, and system architecture.

No ownership of Trackument Technology is transferred to District merely because Trackument Technology is incorporated into, reflected in, or used to produce Output.

Trackument may use information concerning District’s use of the Services only as necessary to provide, secure, maintain, support, and improve the Services, as expressly permitted by this Agreement or the Data Processing & Security Addendum, or as otherwise permitted by law.

Trackument will not sell District Data.

7. District Responsibilities

District is responsible for determining what information is appropriate to submit to the Services.

District shall not knowingly submit:

• student education records unless expressly authorized under the applicable agreement and Data Processing & Security Addendum
• Social Security numbers
• financial account credentials
• passwords or authentication secrets
• medical information unrelated to the employment matter
• information unnecessary for the intended documentation purpose; or
• other highly sensitive information that is not reasonably necessary to use the Services

If District inadvertently submits prohibited information, District shall promptly notify Trackument where reasonably necessary to enable Trackument to take appropriate protective measures. District shall use the Services in compliance with applicable laws, regulations, District policies, collective bargaining agreements, and other requirements applicable to District’s employment practices.

8. Fees and Payment

Fees for the Services are set forth in the applicable Order Form and are based on the plan selected at signup and any additional add-ons as shown on our Pricing page at the time of signup and/or purchase of additional add-ons. Fees are billed annually in advance and are due upon invoice, or charges at checkout if paying by credit card. Custom training, if requested, is quoted and billed separately.

9. Term and Renewal

The initial Subscription Term begins on the date of signup and lasts one (1) year, unless the applicable Order Form states otherwise. The subscription renews automatically for successive one-year terms unless either party gives written notice of non-renewal before the end of the then-current Subscription Term. For Districts paying by credit card, the payment method on file will be charged at each renewal. For Districts paying by invoice, Trackument will issue a renewal invoice at each renewal, payable within thirty (30) days. Trackument will send a renewal reminder to the District’s contact email at least thirty (30) days before each renewal date, including instructions for how to cancel. Nothing in this Section requires a public entity to incur an obligation beyond the authority or appropriation available to it under applicable law.

10. Confidentiality

Each party may receive confidential information of the other party in connection with this Agreement.

“Confidential Information” means non-public information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

The receiving party shall:

• use Confidential Information only to perform or exercise rights under this Agreement
• protect Confidential Information using reasonable safeguards; and
• disclose Confidential Information only to personnel and service providers who have a legitimate need to know and are subject to confidentiality obligations

Confidential Information does not include information that:

• is or becomes publicly available without breach of this Agreement
• was lawfully known by the receiving party before disclosure
• is independently developed without use of the disclosing party’s Confidential Information; or
• is lawfully received from a third party without confidentiality obligations

If disclosure is required by law, subpoena, court order, or other legal process, the receiving party may make the required disclosure and, where legally permitted, will provide reasonable notice to the disclosing party. The confidentiality obligations in this Section survive termination for five (5) years, except that trade secrets will be protected for so long as they remain trade secrets under applicable law.

11. Data Privacy and Security

Trackument’s obligations concerning District Data are set forth in the Data Processing & Security Addendum, which is incorporated into this Agreement. Trackument will maintain reasonable administrative, technical, and physical safeguards designed to protect District Data against unauthorized access, acquisition, disclosure, alteration, or destruction. Trackument encrypts data transmitted to and from the Services using industry-standard transport encryption. Trackument uses encryption or equivalent protections for stored data where supported by its hosting infrastructure. Trackument maintains access controls designed to limit access to District Data to authorized personnel and service providers who require access to perform their responsibilities. Trackument will not knowingly use District Data to train or develop general-purpose artificial-intelligence models.

12. Privacy and FERPA

District is responsible for determining whether information submitted to the Services is subject to FERPA, the California Education Code, California privacy laws, or other legal requirements.

The parties acknowledge that ordinary employee personnel information may not constitute a student education record under FERPA. To the extent Trackument receives student education records or other FERPA-protected information under an authorized use of the Services, Trackument will process such information only as necessary to provide the Services and in accordance with the applicable Data Processing & Security Addendum. Nothing in this Agreement authorizes Trackument to use or redisclose FERPA-protected information for purposes unrelated to the Services. The parties intend that, where applicable, Trackument will operate under District’s direction and control with respect to the use and maintenance of FERPA-protected information.

13. Intellectual Property

Trackument and its licensors own all right, title, and interest in Trackument Technology. Except for the limited license expressly granted in this Agreement, no rights are granted to District. District grants Trackument a limited, non-exclusive right to process District Data solely as necessary to provide, secure, maintain, and support the Services and as otherwise permitted by this Agreement. Trackument may use aggregated and de-identified information that cannot reasonably be used to identify District, an employee, or any other individual for legitimate business purposes, including service analytics, security, and product improvement.

14. Warranties

Trackument warrants that:

1. it has the authority to enter into this Agreement
2. during the applicable Subscription Term, the Services will materially conform to their applicable documentation; and
3. Trackument will provide the Services in a professional manner consistent with generally applicable industry practices

If Trackument materially breaches the warranty in this Section, District’s exclusive remedy will be for Trackument to correct the nonconformity or, if Trackument reasonably determines correction is not commercially practicable, refund the unused portion of prepaid subscription fees attributable to the affected Services.

15. Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES AND OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRACKUMENT DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TRACKUMENT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. TRACKUMENT DOES NOT WARRANT THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE, APPROPRIATE, NONDISCRIMINATORY, OR LEGALLY SUFFICIENT. TRACKUMENT DOES NOT PROVIDE LEGAL, EMPLOYMENT, HUMAN RESOURCES, OR LABOR-RELATIONS ADVICE. DISTRICT IS SOLELY RESPONSIBLE FOR REVIEWING OUTPUT AND DETERMINING WHETHER AND HOW OUTPUT SHOULD BE USED.

16. Compliance with Laws

Each party shall comply with laws applicable to its respective obligations under this Agreement. District is solely responsible for compliance with laws governing its employment relationships, employee discipline, collective bargaining obligations, employee procedural rights, personnel practices, and employment decisions. Trackument does not represent that use of the Services will independently cause District to comply with any particular law, regulation, collective bargaining agreement, District policy, or employment procedure. District shall not use the Services to discriminate, retaliate, harass, or otherwise violate applicable law.

17. Indemnification

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRACKUMENT’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY DISTRICT TO TRACKUMENT UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The foregoing limitations do not apply to liability that cannot lawfully be limited or excluded.The parties intend these limitations to allocate risk between them and that the fees charged for the Services reflect this allocation of risk.

19. Insurance

Trackument will maintain commercially reasonable insurance appropriate to the nature and scale of the Services.

Upon reasonable request, Trackument will provide District with certificates of insurance identifying applicable coverage. Specific insurance limits or additional insured requirements will apply only if expressly stated in the applicable Order Form.

20. Security Incidents

Trackument will notify District without undue delay and, where reasonably practicable, within seventy-two (72) hours after confirming a Security Incident involving District Data.

The notification will include, to the extent reasonably available:

• the nature of the Security Incident
• the categories of information affected
• the anticipated consequences
• mitigation measures taken or proposed; and
• a point of contact for additional information

Trackument will reasonably cooperate with District in investigating and mitigating the Security Incident. District remains responsible for determining whether notifications to employees, affected individuals, regulators, law enforcement, or other governmental entities is required, except to the extent applicable law specifically imposes such obligations on Trackument.

21. Force Majeure

Neither party will be liable for failure or delay in performing an obligation, other than payment obligations, caused by events beyond its reasonable control, including natural disasters, acts of government, war, terrorism, civil unrest, labor disruptions, widespread internet or telecommunications failures, or failures of third-party infrastructure not reasonably within the affected party’s control. The affected party will use commercially reasonable efforts to mitigate the effects of the event.

22. Assignment

District may not assign this Agreement without Trackument’s prior written consent, except as required by applicable law. Trackument may assign this Agreement without District’s consent in connection with a merger, acquisition, corporate reorganization, financing transaction, or sale of all or substantially all of Trackument’s assets, provided that the assignee assumes Trackument’s obligations under this Agreement.

23. Notices

Operational notices may be provided by email to the designated District or Trackument contact.

Notices concerning material breach, termination, indemnification claims, or legal proceedings must be provided by a method reasonably calculated to provide confirmation of receipt.

The parties may designate specific notice addresses in an Order Form.

24. Purchase Orders and Conflicting Terms

Any terms contained in a District purchase order, procurement portal, vendor registration document, or other District-issued document that conflict with or supplement this Agreement will not modify this Agreement unless expressly accepted in writing by an authorized representative of Trackument. A purchase order may be used for administrative or payment purposes without modifying the parties’ substantive contractual obligations.

25. Order of Precedence

If there is a conflict among the documents governing the Services, the following order of precedence applies:

1. a mutually executed amendment
2. the applicable Order Form
3. the Data Processing & Security Addendum
4. this Agreement; and
5. other incorporated Trackument policies

A District procurement document does not supersede this Agreement unless expressly agreed in writing by Trackument.

26. Changes to the Services

Trackument may modify or improve the Services from time to time. Trackument will not materially reduce the core functionality of the Services during a paid Subscription Term. Trackument will provide reasonable notice of material changes where required by applicable law or the applicable Order Form. Trackument will not materially change its contractual treatment of District Data during an existing Subscription Term without providing District reasonable notice and, where appropriate, an opportunity to terminate the affected Services.

27. Governing Law and Disputes

This Agreement is governed by the laws of the State of California, without regard to conflict-of-law principles. The parties will first attempt in good faith to resolve any dispute through discussions between representatives with authority to resolve the dispute. If the dispute cannot be resolved through good-faith discussions, either party may pursue available legal remedies in a court of competent jurisdiction. Disputes of $5,000 or less will be resolved in small claims court in the county where the District is located; larger disputes will first go to mediation before any litigation. The prevailing party in any dispute is entitled to reasonable attorney fees.

Nothing in this Section prevents either party from seeking emergency injunctive or equitable relief where necessary to protect confidential information, intellectual property, data, or security.

28. Independent Contractor

Trackument is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, employment, or franchise relationship between the parties.

29. Severability and Waiver

If any provision of this Agreement is held unenforceable, the remaining provisions will remain in effect. Failure to enforce a provision does not constitute a waiver of that provision.

30. Entire Agreement

This Agreement, together with applicable Order Forms, the Data Processing & Security Addendum, and any expressly incorporated documents, constitutes the entire agreement between the parties concerning the Services and supersedes prior proposals, communications, and agreements concerning the same subject matter. Any amendment must be in writing and signed or otherwise expressly accepted by authorized representatives of both parties.

31. Counterparts and Electronic Signatures

This Agreement may be executed electronically and in counterparts, each of which will be considered an original and all of which together constitute one agreement.

32. Survival

Provisions that by their nature should survive termination will survive, including provisions concerning confidentiality, intellectual property, District Data, indemnification, limitations of liability, disclaimers, payment obligations, and dispute resolution

---

Trackument Data Processing & Security Addendum

This Data Processing & Security Addendum (“DPA”) forms part of the Trackument Software-as-a-Service Agreement between Intentional Schools, LLC dba Trackument (“Trackument”) and the applicable District. This DPA governs Trackument’s processing of District Data on behalf of District.

1. Scope

Trackument will process District Data solely as necessary to provide, maintain, secure, and support the Services and as otherwise permitted by the Agreement. District remains the controller, public agency, or otherwise responsible party for District Data to the extent applicable under law, and Trackument acts as a service provider, contractor, processor, or other applicable service-provider role to the extent required by applicable law. Nothing in this DPA transfers ownership of District Data to Trackument.

2. Data Minimization

Trackument is designed to minimize retention of employee and other personally identifiable information. District should submit only information reasonably necessary to use the Services. Trackument does not intentionally require District to maintain student information or employee personnel information in a persistent Trackument database for the core drafting functionality. Unless otherwise agreed in writing, generated documents are not retained by Trackument after the applicable user session ends.

3. Processing Activities

Trackument may process District Data for the following purposes:

• providing the Services
• generating requested Output
• authenticating Authorized Users
• maintaining account security
• detecting and preventing abuse
• troubleshooting technical problems
• maintaining service availability
• responding to support requests
• complying with legal obligations; and
• performing limited internal analytics using information that does not identify individual employees or students

Trackument will not use District Data for targeted advertising or sell District Data.

4. Artificial Intelligence Processing

The Services may use third-party artificial-intelligence or machine-learning services to generate or assist with Output. Trackument will maintain contractual or technical controls designed to ensure that District Data submitted to an AI service is processed only for the purpose of providing the requested functionality. Trackument will not knowingly permit a third-party AI provider to use District Data to train or develop a general-purpose AI model. Where technically feasible and appropriate, Trackument will pseudonymize direct identifiers before submitting employee-related information to an AI provider. Pseudonymization does not constitute a representation that the underlying information is anonymous or incapable of identifying an individual. Trackument will not intentionally submit employee names or other direct identifiers to an AI provider where Trackument’s applicable processing architecture is designed to remove those identifiers before AI processing. Trackument will maintain reasonable controls designed to prevent AI providers from retaining District Data longer than necessary to provide the requested functionality.

5. AI Provider Restrictions

Trackument will require applicable AI subprocessors to:

1. process District Data only as necessary to provide contracted services
2. maintain appropriate confidentiality obligations
3. maintain reasonable security measures
4. not sell District Data
5. not use District Data to train general-purpose models
6. not disclose District Data except as necessary to provide the contracted services or as required by law; and
7. delete or return District Data in accordance with applicable contractual requirements

6. Subprocessors

Trackument may engage third-party service providers (“Subprocessors”) to provide hosting, authentication, security, artificial-intelligence processing, analytics, communications, payment processing, or other services necessary to operate Trackument. Trackument remains responsible for its Subprocessors’ performance of obligations relating to District Data to the extent required by applicable law and the Agreement. Trackument will maintain a list of material Subprocessors and will provide District reasonable notice of material changes to Subprocessors that process District Data. District may object to a new Subprocessor on reasonable data-protection grounds. The parties will work in good faith to address a reasonable objection.

7. Confidentiality

Trackument will ensure that personnel with access to District Data are subject to confidentiality obligations. Trackument will limit access to District Data to personnel and Subprocessors who require such access to perform their responsibilities.

8. Security Measures

Trackument will maintain reasonable administrative, technical, and physical safeguards appropriate to the nature of the Services and reasonably designed to protect District Data. These safeguards include, as appropriate:

• encryption in transit
• encryption at rest
• authentication controls
• access controls
• least-privilege principles
• credential-management controls
• security monitoring
• vulnerability management
• backup and recovery controls
• incident-response procedures; and
• reasonable security practices for application development and maintenance

Trackument may modify particular technical controls as technology and security practices evolve, provided that the overall level of protection is not materially reduced.

9. Authentication and Access

Trackument requires authenticated access to the Services.

District is responsible for determining which personnel should have access to the Services.

Trackument will maintain reasonable controls designed to restrict access to District Data to authorized personnel.

10. Data Retention

Trackument’s core Services are designed not to retain generated employee documents after a user session ends unless District separately requests or authorizes document storage.

Trackument may retain limited operational information necessary for:

• authentication
• billing
• account administration
• security
• fraud prevention
• troubleshooting
• legal compliance
• service availability; and
• audit purposes

Such information may include account identifiers, timestamps, technical logs, security events, and similar operational information.

Trackument will not intentionally retain the substantive content of employee disciplinary documents solely for analytics or advertising purposes.

11. Backups

To the extent District Data is temporarily included in system backups, Trackument will maintain reasonable safeguards designed to protect such information.

Backup copies will not be restored for ordinary use except as reasonably necessary for disaster recovery, business continuity, or legal requirements.

Backup data will be deleted or overwritten in accordance with Trackument’s ordinary backup-retention practices.

12. Data Deletion

Upon District’s written request following termination or expiration, Trackument will delete District Data that Trackument is not legally required to retain.

Deletion does not require immediate removal from backup systems that are not reasonably accessible for ordinary processing, provided such information remains protected and is deleted in accordance with Trackument’s ordinary backup-deletion practices.

13. Security Incidents

Trackument will maintain an incident-response process designed to identify, contain, investigate, and remediate Security Incidents.

Trackument will notify District without undue delay and, where reasonably practicable, within seventy-two (72) hours after confirming a Security Incident involving District Data.

Trackument’s notice will include available information concerning:

• the nature of the incident
• the categories of data affected
• the systems affected
• known or reasonably suspected consequences
• containment and mitigation measures; and
• a Trackument contact for incident coordination

Trackument will provide reasonable updates as material information becomes available.

District is responsible for determining whether it must notify affected employees, students, parents, regulators, law enforcement, bargaining representatives, or other parties, except to the extent applicable law imposes a notification obligation directly upon Trackument.

14. FERPA

To the extent District provides Trackument with personally identifiable information from student education records subject to FERPA, District and Trackument intend that Trackument will operate consistently with the requirements applicable to a school official or other authorized service provider, as determined by the District and applicable law.

Trackument will:

• use FERPA-protected information only to perform the institutional service for which District provides access
• remain subject to District’s direction and control concerning the use and maintenance of such information
• not use such information for advertising or unrelated commercial purposes
• not sell such information; and
• not redisclose such information except as authorized by District or permitted or required by law.

The parties acknowledge that ordinary employee personnel records may not constitute FERPA education records.

15. California Privacy Laws

To the extent California privacy laws apply to Trackument’s processing of District Data, Trackument will process personal information only as necessary to provide the Services and for other purposes permitted under the Agreement and applicable law. Trackument will not sell District Data. Trackument will not use District Data for purposes inconsistent with the District’s instructions or the purposes for which the information was provided. Trackument will maintain reasonable safeguards appropriate to the nature of the information processed.

16. Return of Data

During the applicable Subscription Term and for thirty (30) days after expiration or termination, District may request an export of District Data that remains available within the Services.

Trackument will provide such information in a reasonably usable electronic format where technically feasible. After the applicable period, Trackument may delete District Data subject to this DPA, applicable law, litigation holds, and backup-retention practices.

17. Survival

Obligations concerning confidentiality, security, permitted use, data protection, and deletion survive termination to the extent necessary to protect District Data retained by Trackument.