Partner School Terms

01 Scope and structure

These Partner School Terms (the "School Terms") are the standard terms for a Pathly Partner School relationship. They form an agreement between Pathly Labs, Inc., a Delaware corporation ("Pathly," "we," "us"), and the school, district, or educational organization named on the Order Form ("Partner School," "you").

A Partner School relationship is made of four documents. Three of them are published on this site and do not change from school to school. One is signed.

The data inventory and the subprocessor list are maintained as part of the Partner School DPA and are incorporated into it. They are the same documents for every channel, so what a district reviews is what everyone else gets.

A school may also sign an addendum that varies these School Terms for that school, such as a Founding Partner Addendum. Where one exists, it sits with the Order Form in the order of precedence below and controls over this page to the extent it conflicts.

02 Order of precedence

Where two documents conflict, the higher one controls for the subject matter it covers.

2.1 Where the Privacy Policy sits

The Privacy Policy governs Pathly's direct relationship with individual users, including every student account. A signed Order Form does not displace it. For data Pathly processes on Partner School's behalf, the Partner School DPA controls where the two differ.

Nothing in any agreement reduces the protections Pathly owes students directly. A school cannot buy access that a student has not granted, and cannot waive a student's rights on that student's behalf.

03 What is included

3.1 What every student gets, free

Pathly is free for students, always. Any student can create an account and receive guidance at no cost, whether or not their school partners with us. A partnership enhances the support a counselor can give. It does not gate student access.

• AI-powered conversational guidance for college and career planning
• Authentication by email and password, or Google sign-in
• Interest, values, personality, and emotional intelligence assessments
• Personalized college, career, and scholarship recommendations
• Course planning, curriculum exploration, and roadmap creation
• Permanent account ownership, independent of school affiliation

3.2 What a Partner School gets

• Counselor dashboard with a student roster for students affiliated with your institution
• Assessment completion tracking and score visibility
• Engagement insights generated from metadata, never from conversation content
• Career goal tracking and roadmap progress visibility
• Student detail view, including conversation starters for counselor meetings
• Aggregated institution analytics and cohort reporting, with small-count suppression
• CSV export and email support with a two-business-day target first response

Section 4 of the Partner School DPA is the authoritative statement of what a counselor can and cannot see. Where this list and that section differ, that section controls.

3.3 Platform infrastructure

• Mobile-responsive web interface
• Row-level security and role-based access controls
• Encryption in transit using TLS 1.2 or higher, and at rest using AES-256
• Data handling designed to meet FERPA, COPPA, and PPRA requirements, as described in Section 9 of the DPA
• Infrastructure and AI subprocessors that hold SOC 2 Type II or comparable attestations, each linked to its own trust center on the subprocessor list

3.4 Platform updates

• Platform updates, improvements, and new features are included at no additional cost.
• Partner School receives release notes, and training for significant updates.
• Where a change materially reduces functionality you rely on, we give reasonable notice when it is feasible to do so, under Section 14 of the Terms of Service.

04 What is not included

The following are not part of a Partner School subscription. Each may be offered under a separate agreement if and when it is available.

• DistrictOS, multi-school and district-level management
• Enterprise SSO and SIS integration
• Premium support tiers beyond the response target in Section 3.2

Two further limits are worth stating plainly, because procurement reviews ask about both.

All academic data in Pathly is self-reported by the student or entered by a connected counselor. See Section 2 of the Partner School DPA and the data inventory.

05 Term and renewal

5.1 Initial term

The initial term, any complimentary period, and the first paid year are specified in the Order Form. Subsequent years renew annually at standard or, where elected and recorded in the Order Form, multi-year pricing.

5.2 Termination during a complimentary period

Where the Order Form provides a complimentary period, either party may terminate during it with 60 days' written notice. No penalty, and no cause required.

5.3 Non-renewal before the first paid year

Either party may elect not to proceed into the first paid year by giving written notice at least 60 days before the complimentary period ends. Platform access continues through the end of that period.

5.4 Non-renewal in subsequent years

Either party may elect not to renew by giving written notice by June 1 before the next contract year. Platform access continues through the end of the current paid term.

Where Partner School has elected a multi-year commitment, early termination requires 90 days' notice and payment of the remaining committed fees, unless the termination is for cause.

5.5 Termination for cause

Either party may terminate at any time for:

• A material breach not cured within 30 days of written notice
• Bankruptcy, insolvency, or assignment for the benefit of creditors
• A violation of the data privacy or security terms of the Partner School DPA

5.6 Payment and suspension

Fees, invoicing dates, payment terms, and any late-payment interest are set in the Order Form and are not published here. Two commitments about suspension are published here, because they affect students rather than the commercial relationship.

• Where an account is overdue, Pathly gives notice before suspending anything, and suspension follows only if the amount remains unpaid after the notice period stated in the Order Form.
• Suspension is limited to the counselor dashboard and school-facing features. Student accounts remain fully accessible to students throughout. Suspension is not termination, and it does not delete anything.

06 Termination and data transition

6.1 Student accounts are not affected

When a Partner School agreement ends, for any reason, student accounts are not deleted, not suspended, and not downgraded.

• Students keep full access to their accounts and their data.
• Students may continue using Pathly independently, at no cost.
• Students may delete their own accounts at any time, if they choose.

Schools license counselor and analytics tools. They do not license student access, and student accounts are not school property.

6.2 What ends for Partner School

• Counselor dashboard access is terminated.
• Institutional affiliation is removed from student accounts.
• Partner School can no longer view student data or institution analytics.

6.3 The termination export

Partner School may request a school-level data export on termination. The request must be made in writing to legal@pathly.com within 30 days of termination, and Pathly provides the export within 30 business days of the request. Partner School then has 30 days to download and verify it.

Section 7.4 of the Partner School DPA itemizes exactly what the export contains and what it never contains. In summary: it contains roster, assessment completion, assessment scores, career goals, roadmap status, and aggregated analytics. It never contains student email addresses, conversation content in any form, or raw assessment answers.

6.4 Survival

The following survive the end of a Partner School agreement:

• The data privacy and security obligations of the Partner School DPA
• The confidentiality obligations in Section 9.2
• The limitation of liability in Section 7 and the indemnities in Section 8
• Payment obligations for services already rendered

07 Limitation of liability

Pathly's total liability for all claims relating to the Services is limited to the greater of:

• The amount paid or payable by Partner School in the 12 months preceding the claim, or
• $10,000

7.1 The enhanced cap for student data

Pathly's total liability for unauthorized disclosure of Student Data caused by Pathly's breach of its security obligations is capped instead at the greater of:

• $50,000,
• Two times the amounts paid or payable by Partner School in the 12 months preceding the claim, or
• The insurance proceeds available to Pathly for the claim under its cyber liability and technology errors and omissions policies

7.2 What is outside the cap

• Gross negligence or willful misconduct, by either party
• Payment obligations
• Indemnification for intellectual property infringement, under Section 8.2
• Anything the law does not permit to be limited

To the fullest extent the law allows, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost data, lost profits, or lost opportunity. The disclaimers in Section 16 of the Terms of Service apply to a Partner School agreement.

08 Indemnification

8.1 Mutual indemnity

Each party will indemnify, defend, and hold harmless the other against third-party claims, damages, losses, and expenses, including reasonable attorneys' fees, arising from:

• The indemnifying party's breach of the agreement
• The indemnifying party's gross negligence or willful misconduct
• The indemnifying party's violation of applicable law

8.2 Intellectual property indemnity

Pathly will indemnify Partner School against claims alleging that the Platform infringes a third party's intellectual property rights, provided Partner School promptly notifies Pathly, allows Pathly to control the defense and settlement, and reasonably cooperates.

If an infringement claim is made or appears likely, Pathly may, at its option: procure the right for Partner School to continue using the Platform; modify or replace the infringing components; or, if neither is commercially practicable, terminate the agreement and refund any prepaid fees for the unused portion of the term.

8.3 Defense and control

The indemnifying party controls the defense and settlement of a covered claim. The indemnified party may participate at its own expense.

8.4 Relationship to the liability cap

Indemnification for unauthorized disclosure of Student Data caused by Pathly's breach of its security obligations is subject to the enhanced cap in Section 7.1. Indemnification for intellectual property infringement is not subject to any cap.

09 General terms

9.1 Governing law and venue

The agreement is governed by the laws of the State of South Carolina, without regard to conflict-of-law principles. Disputes are resolved in the state or federal courts located in South Carolina, and both parties consent to their jurisdiction.

9.2 Confidentiality

Each party will maintain the confidentiality of the other party's non-public information, including:

• Student Data and education records, held by Pathly
• Pathly's proprietary technology, pricing, and security documentation, held by Partner School
• The terms of the Order Form

Confidential information may be disclosed where the law requires it, including public records and Freedom of Information Act requests for public schools, with reasonable advance notice to the other party where giving notice is permitted.

9.3 Notices

Notices must be in writing and delivered by email. To Partner School, at the primary contact address on the Order Form. To Pathly, at legal@pathly.com, copying hello@pathly.com for operational matters.

A notice is deemed received on confirmed delivery, meaning no automated undeliverable or rejection message within 24 hours, or one business day after sending, whichever comes first. Either party may update its notice address with 10 days' written notice.

9.4 Authority to sign

Each party represents that the person signing the Order Form has full authority to bind the organization. For Partner School, the signatory confirms that they are authorized to execute agreements on behalf of the school or district, and to disclose student data to Pathly as a "school official" with a "legitimate educational interest" under FERPA.

9.5 Dispute resolution

Before starting legal action, both parties will attempt to resolve the matter in good faith through direct negotiation. If it is unresolved after 30 days, either party may pursue remedies in the courts named in Section 9.1.

9.6 Assignment

Neither party may assign the agreement without the other's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets. In a permitted assignment, Pathly will give Partner School written notice within 30 days. Section 9.5 of the Privacy Policy governs notice to users before any transfer of personal information.

9.7 Severability and waiver

If any provision is held unenforceable, the rest remains in full effect. Not enforcing a provision is not a waiver of it.

9.8 Force majeure

Neither party is liable for delays or failures in performance resulting from acts beyond its reasonable control, including acts of God, natural disasters, pandemics or public health emergencies, war, terrorism, riots, embargoes, acts of government, labor disputes, internet or telecommunications failures, and power outages. The affected party must give prompt notice, use reasonable efforts to mitigate the impact, and use reasonable efforts to resume performance as soon as practicable.

9.9 Entire agreement

The Order Form, any addendum signed with it, these School Terms, the Partner School DPA, and the Terms of Service are the entire agreement between the parties about the Services, and supersede any prior proposal, quote, or discussion.

10 Publicity

This section states the default. An Order Form may vary it, and Section 10.3 lets you turn it off at any time without renegotiating anything.

10.1 What Pathly may do by default

Pathly may identify Partner School by name and logo in a customer list on its website, in investor and partner materials, and in materials describing who uses Pathly. That is the whole of the default permission.

10.2 What needs written approval first

Approval may be given by email from the primary contact on the Order Form. Approval for one use is not approval for another.

10.3 Opting out

Partner School may withdraw the permission in Section 10.1 at any time by writing to legal@pathly.com. Pathly will remove the name and logo from materials under its control within 30 days, and will not use them again. Withdrawing this permission has no effect on the rest of the agreement, on pricing, or on service.

10.4 No implied endorsement

Neither party may state or imply that the other endorses a product, a position, or a third party. Identifying a customer relationship is not an endorsement.

11 Version lock and changes

11.1 The version you sign is the version you get

The version of these School Terms in force on the effective date of your Order Form is the version that applies to you for your initial term. A later version published on this page does not reach back into a signed agreement. Pathly cannot change the terms of a live Partner School agreement by editing this page.

Your Order Form records the version number and effective date of the School Terms and the Partner School DPA that were in force when you signed. On request to legal@pathly.com, Pathly will send a copy of exactly those versions, as a PDF, at any time during or after the term.

11.2 When a change reaches you

A published change takes effect for an existing Partner School at the start of the next renewal term, and not before. Pathly will give written notice of a material change at least 30 days before the renewal date, so that the notice lands before the non-renewal deadline in Section 5.4 rather than after it.

If you do not accept a material change, you may elect not to renew under Section 5.4. If a change is published too late for you to meet that deadline, the deadline is extended to 30 days after the notice.

11.3 Changes required by law

Where a change is required to comply with the law, it takes effect on the date the law requires. Pathly will give as much notice as the circumstances allow and will explain what changed and why.

11.4 The DPA has its own process

Changes to the Partner School DPA, including the addition of a subprocessor, follow Section 10 of that document rather than this section. Those changes carry their own notice periods and their own objection and termination rights.

11.5 The archive

Every version is dated and retained. Current versions are listed in the version history, and every substantive change is listed in the changelog. To request a prior version, or the version in force on a particular date, write to legal@pathly.com.

12 Contact

To request the standard Partner School agreement package for review, including a sample Order Form, write to partnerships@pathly.com.