Terms of Service

1. Acceptance of Terms

By accessing or using the Ladderly web application ("Service") operated by Ladderly Learning ("Ladderly", "we", "our", or "us"), you agree to be bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of a school or district, you represent that you have the authority to bind that organization.

If you do not agree to these Terms, do not access or use the Service.

2. Relationship to Subscription Agreements

Many districts access the Service under a separately executed Subscription Agreement, Order Form, Statement of Work, or state-specific student privacy addendum. Where such an agreement is in effect, it governs that district's use of the Service and controls over these Terms in the event of any conflict, in the following order of precedence: (a) any executed state-specific addendum, as to the state-law obligations it addresses; (b) the Subscription Agreement; (c) any executed Statement of Work; and (d) any executed Order Form.

These Terms govern use of the Service where no such agreement is in effect, and supplement any executed agreement on matters it does not address.

3. Description of Service

Ladderly provides a hosted software platform for school districts to manage Multi-Tiered System of Supports (MTSS) and Response to Intervention (RTI) programs, including student referrals, intervention plans, team scheduling, and progress monitoring. The specific modules, features, user seat limits, and configurations available to a district are set out in its applicable Order Form.

Access to the Service is provided to Authorized Users designated by the district, which may include district personnel, students, and other individuals the district designates. We may update, modify, or enhance the Service from time to time, provided that no such change will materially degrade core functionality during an active subscription term without prior written notice.

4. Accounts and Access

Access to the Service is granted at the direction of your school district. Districts are responsible for issuing, managing, and revoking Authorized User credentials and access permissions, including promptly revoking access for any individual who is no longer an Authorized User, such as upon separation of employment. Districts are responsible for all actions taken under credentials issued by or on behalf of the district, and we are not liable for unauthorized access resulting from a failure to maintain accurate and current Authorized User records.

You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account. You agree to notify us immediately of any unauthorized use of your account. We reserve the right to suspend or terminate accounts that violate these Terms or that are no longer authorized by the associated district.

5. Acceptable Use

You agree to use the Service only for lawful educational and administrative purposes and in accordance with these Terms. You must not:

• Use the Service in any way that violates applicable federal, state, or local laws or regulations, including FERPA, COPPA, and applicable state student privacy laws;
• Share login credentials or permit access by individuals not designated as Authorized Users;
• Enter or transmit any content that is unlawful, false, misleading, defamatory, obscene, or that infringes the rights of others;
• Attempt to gain unauthorized access to any part of the Service or its infrastructure;
• Use the Service in any manner that could damage, disable, overburden, or impair our infrastructure;
• Introduce viruses, malware, or other harmful code;
• Scrape, harvest, or systematically collect data from the Service without our express written permission;
• Use student data for any purpose other than authorized educational activities; or
• Use the Service for any commercial purpose not expressly authorized by these Terms or an applicable Order Form.

6. License and Restrictions

Subject to these Terms and timely payment of any applicable fees, we grant a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service solely for your organization's internal educational and administrative purposes during the applicable subscription term. All rights not expressly granted are reserved.

You must not, and must ensure that Authorized Users do not:

• Copy, reproduce, distribute, or create derivative works based on the Service or any component of it;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying algorithms, or data structures of the Service;
• Sell, resell, sublicense, rent, lease, transfer, or otherwise make the Service available to any third party who is not an Authorized User;
• Use the Service to develop a competing product or service;
• Remove, obscure, or alter any proprietary notices, labels, or marks on or within the Service; or
• Use the Service to generate benchmarking information, performance comparisons, or feature analyses for the purpose of sharing them with any vendor that offers or is developing a competing product, or disclose non-public features or functionality of the Service to such a vendor in connection with a competitive procurement, without our prior written consent.

7. Student Data and FERPA

Ladderly processes student education records solely as a service provider acting under the authority and instructions of the school or district. Districts designate us as a school official with a legitimate educational interest under the FERPA school official exception, 34 C.F.R. § 99.31(a)(1), and we are subject to the limits on use and re-disclosure in 34 C.F.R. § 99.33(a).

We do not sell, rent, lease, or trade student data; do not use it for advertising or marketing, including targeted advertising directed at students or their families; and do not use student data to train, fine-tune, or improve any artificial intelligence or machine learning model without the district's prior written consent. School districts retain ownership of and responsibility for student records in accordance with FERPA.

We may derive, retain, and use de-identified and aggregated data for product research and development, platform improvement, benchmarking, and statistical reporting, as described in our Privacy Policy. We do not attempt to re-identify de-identified data.

8. Intellectual Property

All software, design, and content comprising the Service — excluding data entered by users — is owned by Ladderly Learning and protected by applicable intellectual property laws. Any improvements, modifications, or enhancements we develop in the course of providing the Service remain our sole and exclusive property. Use of the Service conveys no ownership interest in it.

You retain all rights to the data and content you submit to the Service. By submitting content, you grant Ladderly a limited license to store, process, and display that content as necessary to operate the Service.

9. Feedback

If you provide us with suggestions, ideas, enhancement requests, or other feedback regarding the Service ("Feedback"), you grant us a non-exclusive, royalty-free license to use and incorporate that Feedback in our products and services. Feedback does not include district data, student data, student work product, or any content that constitutes an education record under FERPA. Nothing here requires us to implement any Feedback or limits our independent development of similar features.

10. Service Levels and Support

Districts with an executed Subscription Agreement receive the uptime commitment, service credits, and tiered support response times set out in that agreement and the applicable Order Form. Those commitments, and any remedies for failing to meet them, are governed solely by that agreement and are not modified by these Terms.

Where no such agreement is in effect, the Service is provided without any service level commitment.

11. Accessibility

We design, develop, and maintain the Service in substantial conformance with the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA and Section 508 of the Rehabilitation Act of 1973, as amended. Our accessibility conformance documentation is available on written request.

If you identify a material accessibility barrier affecting access to a core feature, please contact us at the address below. We will acknowledge receipt within five (5) business days and provide a written remediation plan, including a proposed timeline, within thirty (30) days.

12. Disclaimers

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OR AN EXECUTED SUBSCRIPTION AGREEMENT, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT. LADDERLY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, FREE OF HARMFUL COMPONENTS, OR THAT ALL DEFECTS WILL BE CORRECTED.

We make no representations or warranties regarding any third-party service, integration, or content accessed through the Service. Third- party materials are provided "as is", your use of them is at your own risk, and any warranty concerning them is strictly between you and the applicable third-party provider.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, LADDERLY LEARNING SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF USE, BUSINESS, REVENUE, PROFIT, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL OUR TOTAL AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID BY YOUR DISTRICT TO LADDERLY IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limitations do not apply to liability for death or personal injury caused by our negligence, or to any other liability that cannot be excluded or limited under applicable law. Each party shall take reasonable steps to mitigate any damages it incurs.

14. Changes to the Terms

We may modify these Terms at any time by posting the updated version with a revised "Last updated" date. Your continued use of the Service after the effective date of any changes constitutes acceptance of the updated Terms. For material changes, we will endeavor to provide advance notice. Changes to these Terms do not modify an executed Subscription Agreement, which can be amended only in a written instrument signed by both parties.

15. Governing Law and Disputes

These Terms are governed by the laws of the State of Idaho, without regard to its conflict of laws principles.

Before initiating any formal legal proceeding, the parties shall attempt to resolve any dispute through good-faith negotiation between designated representatives. Either party may begin this process by providing written notice describing the dispute in reasonable detail, and the parties shall meet and confer within fifteen (15) business days of that notice. If the dispute is not resolved within thirty (30) days of the initial notice, either party may pursue its available legal remedies.

Any dispute not resolved through that process shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Idaho, and each party consents to the personal jurisdiction of those courts. Nothing in this section prevents either party from seeking emergency injunctive or equitable relief from a court of competent jurisdiction where necessary to prevent irreparable harm.

16. Contact

Questions about these Terms should be directed to: