These Terms of Pilot ("Terms") explain how your school district or organization may access and use Proserva’s Pilot services and features described below. By checking the box indicating acceptance, you agree to these Terms on behalf of your school district or organization ("School District," "you," or "your").

Quick Summary

This Pilot allows your district to try certain Proserva features at no cost for a limited time. The Pilot is meant for evaluation only, may change during the Pilot period, and can be ended by either party. Your district keeps ownership of its data, and Proserva will handle that data as described in these Terms and under applicable privacy laws.

1. Purpose and Scope

1.1 Purpose of the Pilot

‍This Pilot allows School District to evaluate Proserva’s Observation Evaluation AI functionality and related platform features for educator observation, coaching, and professional learning.

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1.2 What may be included

‍The Pilot may include the following, as designated by School District and enabled by Proserva:

• Authorized Users: School District employees or contractors acting under School District’s direction
  Sites or Schools: As designated by School District
• ‍Features: Observation video upload, AI evaluation results, and reporting for Authorized Users
• Support: Email support at support@proserva.co, provided on a best-efforts basis during the Pilot

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1.3 Cost

‍There is no license or subscription fee for the Pilot. School District is responsible for its own internal costs related to participating in the Pilot.

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1.4 If these Terms conflict with other terms

‍If there is any conflict between these Terms and Proserva’s general online terms or other click-through terms, these Terms control for the Pilot.

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2. Pilot timing and ending the Pilot

2.1 Pilot period

The Pilot begins on [Insert Start Date] and ends on [Insert End Date] (the "Pilot Term"), unless it ends earlier under these Terms.

2.2 Ending for convenience

Either party may end the Pilot for any reason by giving 10 days’ written notice.

2.3 Ending for breach

Either party may end the Pilot immediately by written notice if the other party materially breaches these Terms and does not fix that breach within 10 days after receiving written notice.

2.4 What happens when the Pilot ends

When the Pilot ends, School District’s access to the Pilot ends as well, subject to the data return, deletion, and privacy sections below.

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3. Access and Use

3.1 Pilot access‍

During the Pilot Term, Proserva gives School District a limited, non-exclusive, non-transferable right for Authorized Users to access and use the Platform only for the Pilot described in these Terms.

3.2 What you may not do

School District will not, and will not allow any Authorized User to:

• reverse engineer, decompile, or try to derive the source code of the Platform
• use the Platform for high-risk or safety-critical decisions, or as the only basis for employment actions
• bypass access controls or share login credentials

3.3 School District responsibilities

School District is responsible for:

• making sure Authorized Users have the right training and permissions to upload and view observation content
• following its own policies and legal requirements for classroom recording, notice, and consent
• using reasonable efforts to reduce student capture where feasible, such as through camera framing and audio settings, while recognizing that incidental student appearance may still occur

3.4 Proserva responsibilities

Proserva is responsible for the following in connection with the Pilot.

3.4.1 Compliance with applicable privacy laws

Proserva and School District acknowledge that Proserva is acting as an independent contractor and agent performing a government function on behalf of School District and may have access to School District Data, including nonpublic, private, and confidential student Educational Data and employee Personnel Data. Proserva agrees that all data created, collected, received, stored, used, maintained, or shared by Proserva in performing its obligations under these Terms will be handled in accordance with the Minnesota Government Data Practices Act (MGDPA), the Family Educational Rights and Privacy Act (FERPA), and other applicable federal and state data privacy and security laws.

3.4.2 How Proserva will handle data

Proserva will manage and protect School District Data based on the classifications assigned by School District under applicable law. Proserva will not classify or handle School District Data in a way that conflicts with applicable law.

3.4.3 Limits on Proserva’s use of data

Proserva will:

• use School District Data only to provide the Pilot and fulfill its obligations under these Terms
• limit access to School District Data to employees, agents, and subcontractors who reasonably need access to provide the Pilot
• not disclose, re-disclose, sell, or use School District Data for marketing, advertising, model training, or other unauthorized purposes without School District’s express written consent, unless required by law or court order

3.4.4 Security and breach notice

Proserva will:

• maintain reasonable administrative, physical, and technical safeguards to protect School District Data from unauthorized access, disclosure, destruction, or modification
• notify School District’s designated data privacy official without undue delay, and no later than 72 hours after discovery of a suspected or confirmed data security breach affecting School District Data
• promptly notify School District upon receiving any data request, subpoena, or court order relating to School District Data, unless legally prohibited from doing so

3.4.5 Returning or deleting data

When the Pilot ends, or earlier if School District requests it, Proserva will, at School District’s direction, securely return or destroy School District Data in its possession and provide written confirmation of destruction if requested.

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4. Confidentiality

4.1 Confidential information

Each party may share non-public information with the other that is marked confidential or that reasonably should be understood to be confidential ("Confidential Information").

4.2 How each party must protect it

The receiving party will protect Confidential Information using reasonable care and will use it only as needed to carry out these Terms.

4.3 What is not confidential information

Confidential Information does not include information that:

• becomes public without a breach of these Terms
• was independently developed without using the other party’s Confidential Information
• was lawfully received from a third party without restriction

4.4 Required disclosures

If a party is legally required to disclose Confidential Information, it will give notice when legally allowed and disclose only what is required.

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5. Ownership and feedback

5.1 Proserva’s platform

Proserva keeps all rights, title, and interest in and to the Platform and related technology.

5.2 Your data

School District keeps ownership of its videos, files, text, metadata, and other content uploaded to the Platform ("School District Data").

5.3 Feedback

School District may provide feedback about the Pilot. Proserva may use that feedback to improve the Platform, but will not identify School District as the source of the feedback without School District’s express written permission.

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6. Pilot limitations and disclaimers

6.1 Pilot nature

School District understands that Pilot features may change, may be incomplete, may have limited functionality, and are provided for evaluation purposes only.

6.2 Disclaimer

Except as expressly stated in these Terms, the Pilot is provided "as is" and without warranties of any kind, to the maximum extent permitted by law.

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7. Limits on liability

7.1 No indirect damages

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages arising out of or related to the Pilot.

7.2 Liability cap

To the maximum extent permitted by law, each party’s total liability under these Terms will not exceed USD $10,000, except for liabilities that cannot be limited by law.

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8. Data return and deletion

8.1 Data export

Upon written request during the Pilot Term, Proserva will provide School District with a reasonable export of School District Data in Proserva’s standard format.

8.2 Deletion after the Pilot

Within 30 days after the end of the Pilot, or earlier upon School District’s written request, Proserva will delete School District Data from the Pilot environment, except for:

• data retained as required by law
• de-identified and aggregated usage metrics that do not identify School District, its students, its employees, or other School District-affiliated individuals

8.3 Confirmation of deletion

Upon request, Proserva will provide written confirmation of deletion.

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9. Educational data, personnel data, privacy, security, and subprocessors

9.1 Definitions

For purposes of these Terms:

• "Educational Data" means information directly related to a student and maintained by School District or by Proserva on School District’s behalf, or otherwise protected under applicable student data privacy laws. This includes, where present in School District Data, a student’s image, voice, name, or other identifiers captured in video or audio.
• "Personnel Data" means information directly related to a School District employee and maintained by School District or by Proserva on School District’s behalf, or otherwise protected under applicable employee data privacy laws. This includes, where present in School District Data, an employee’s image, voice, name, or other identifiers captured in video or audio.
• "Services" means the Pilot services described in these Terms.
• "Subprocessor" means a third party authorized by Proserva to process Educational Data and Personnel Data in order to deliver the Services.

9.2 Proserva as a school official or service provider

School District designates Proserva as a school official, or equivalent service provider, with a legitimate educational interest solely for purposes of providing the Services. Proserva will remain under School District’s direct control with respect to the use and maintenance of Educational Data and Personnel Data, as required by applicable law and these Terms.

9.3 Permitted use only

Proserva will collect, use, disclose, and process Educational Data and Personnel Data only as needed to provide and support the Services and to meet its legal and contractual obligations. Proserva will not sell, share, or use Educational Data or Personnel Data for advertising, marketing, or building profiles for non-educational purposes.

9.4 Minimizing student appearance in video

The Services are intended for educator observation and coaching. School District will use reasonable efforts to reduce student capture in recordings where feasible, recognizing that students may appear incidentally. If Educational Data is present in video, Proserva will treat it as protected Educational Data and apply the safeguards described in these Terms.

9.5 Security program

Proserva will maintain a written information security program appropriate to the nature of the Services and the sensitivity of Educational Data and Personnel Data, including:

• access controls based on least privilege, including role-based permissions
• encryption of Educational Data and Personnel Data in transit and at rest using industry-standard methods
• logging and monitoring of access to production systems
• vulnerability management and security patching on a reasonable schedule
• secure development practices appropriate for a SaaS platform

Proserva will limit access to Educational Data and Personnel Data to personnel who need access to provide the Services and who are bound by confidentiality obligations.

9.6 Subprocessors and Create Labs processing

(a) Authorized subprocessors

School District authorizes Proserva to use the Subprocessors listed in Exhibit 1. Proserva will require each Subprocessor to protect data in a way that is at least as protective as these Terms.

(b) Create Labs scope

School District Data, including video and limited contextual information submitted by Authorized Users, may be sent to Create Labs only to perform AI evaluation and return evaluation outputs to Proserva.

(c) No retention

Create Labs and Proserva will not retain School District Data, including Educational Data or Personnel Data, except temporarily as needed to process the request. Create Labs will delete School District Data from its systems within 72 hours, or sooner if technically feasible, after processing is complete.

(d) No training

Create Labs and Proserva will not use School District Data, including Educational Data and Personnel Data, to train, fine-tune, or improve models unless School District separately provides specific written opt-in authorization that describes the data, purpose, and retention.

(e) Segregation and non-access by other districts

Proserva will ensure that the Create Labs processing environment used for the Pilot has logical segregation and access controls so that:

• School District Data is not accessible to any third party, including any other school district
• infrastructure provisioned for another school district does not grant that school district administrative access to School District Data
• only authorized Create Labs personnel may access the environment, and only to the extent necessary for support and security operations

9.7 Security incidents and breach notice

(a) Security Incident

A "Security Incident" means unauthorized access to, acquisition of, or disclosure of School District Data, including Educational Data or Personnel Data.

(b) Notice

Proserva will notify School District without undue delay, and no later than 72 hours after confirming a Security Incident affecting School District Data.

(c) Investigation and cooperation

Proserva will investigate the incident, take reasonable steps to contain and fix it, and provide School District with information reasonably needed for both parties to meet legal obligations.

9.8 Help with legal data requests

Proserva will reasonably assist School District in responding to applicable legal requests relating to School District Data, including access, correction, or deletion requests, to the extent legally required.

9.9 COPPA

(a) Educational use

The Services are offered to School District for educational purposes and are intended for use by educators and administrators.

(b) School authorization model

Where applicable, School District represents that it will provide any notices and obtain any consents required in connection with Educational Data or Personnel Data, including parental consent where required, and that it authorizes Proserva’s collection and use only for the educational purposes described in these Terms.

(c) Provider notice

Proserva will make available a description of the categories of Educational Data and Personnel Data collected, the purposes of collection and use, and Proserva’s retention and deletion practices, to support School District’s compliance obligations.

9.10 Compliance with laws

Proserva will comply with applicable laws governing Educational Data and Personnel Data to the extent those laws apply to Proserva as a service provider. School District remains responsible for determining which laws and policies apply to School District and for its own compliance obligations, including classroom recording policies, employee policies, and student notice requirements.

9.11 Audit and documentation

Upon request, Proserva will provide reasonable documentation describing its security measures and the Subprocessor list in Exhibit 1. Onsite audits are not required during the Pilot unless required by law, but the parties will cooperate in good faith to address reasonable security questions.

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10. Other legal terms

10.1 Governing law

These Terms are governed by the laws of the State of Minnesota, excluding its conflict of laws rules.

10.2 Assignment

Neither party may assign these Terms without the other party’s written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets.

10.3 Entire agreement

These Terms, including Exhibit 1, are the entire agreement between the parties regarding the Pilot and replace prior or contemporaneous discussions and proposals on the same subject.

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11. Acceptance

By checking the acceptance box during sign-up, School District confirms that it has read and agrees to these Terms of Pilot.

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EXHIBIT 1: SUBPROCESSORS (PILOT)

1. Create Labs
   Purpose: AI evaluation processing (inference only)
   Data: observation video and limited context provided by Authorized Users
   Retention: transient only, delete within 72 hours after processing
   Restrictions: no training, no secondary use, no disclosure except to Proserva‍
2. Cloud Infrastructure Provider
   Purpose: hosting and storage for Proserva’s platform and evaluation outputsData: School District Data and evaluation outputs stored in Proserva environmentRetention: per Section 8 retention and deletion terms

1. Purpose and Scope

1.1 Pilot Purpose. School District will evaluate Proserva’s Observation Evaluation AI functionality and related platform features during the Pilot Term for educator observation, coaching, and professional learning purposes (the "Pilot").

1.2 Scope. The Pilot includes:

1.4 Order of Precedence. If there is any conflict between this Agreement, Proserva’s general online terms, or any click-through terms, this Agreement controls for the Pilot.

2. Pilot Term and Termination

• Authorized Users: _______ School District employees/contractors acting under School District’s direction (each an "Authorized User").
• Sites/Schools: as designated by School District.
• Features Enabled: observation video upload, AI evaluation results, reporting for Authorized Users.
• Support: email support to support@proserva.co, response targets are best efforts during the Pilot.

1.3 No Fees. There is no license or subscription fee for the Pilot. School District is responsible for its own internal costs.

2.1 Pilot Term. The Pilot begins on ______________________ and ends on ______________________ (the "Pilot Term"), unless ended earlier under this Section.

2.2 Termination for Convenience. Either party may terminate the Pilot for any reason upon 10 days written notice.

2.3 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches and does not cure within 10 days after written notice.

2.4 Effect of Termination. Upon termination or expiration, School District access ends, subject to Section 8 (Data Return and Deletion) and Section 9 (Student Data Privacy, Security, and Subprocessors).

3. Access and Use

3.1 License. During the Pilot Term, Proserva grants School District a limited, non-exclusive, non-transferable right for Authorized Users to access and use the Platform solely for the Pilot Purpose.

3.2 Use Restrictions. School District will not:

• reverse engineer, decompile, or attempt to derive source code of the Platform;
• use the Platform for high-risk safety-critical decisions or as the sole basis for employment actions; or
• circumvent access controls or share credentials.

3.3 Customer Responsibilities. School District is responsible for:

• ensuring Authorized Users have appropriate training and permissions to upload and view observation content;
• following its own policies on classroom recording and consent/notice; and
• using reasonable efforts to minimize capture of students where feasible (for example, camera framing and audio settings), while recognizing incidental student appearance may occur.

3.4 Proserva Responsibilities. Proserva understands and agrees that it is responsible for:

1. Compliance with the Minnesota Government Data Practices Act (MGDPA)

Proserva and School District acknowledge that Proserva is an independent contractor and agent performing a government function on behalf of School District and that it will have access to School District Data, which includes nonpublic, private and confidential student Educational Data (Minn. Stat. sec.13.32) and employee Personnel Data (Minn. Stat. sec. 13.43). Accordingly, Proserva agrees that all data created, collected, received, stored, used, maintained, or disseminated by Proserva in performing its obligations under the Agreement shall be subject to the requirements of the Minnesota Government Data Practices Act, Minn. Stat. Chapter 13 (“MGDPA”), the Family Educational Rights and Privacy Act (“FERPA”), and any other applicable state or federal laws governing data privacy and security.

2. Data Classification and Treatment

Proserva agrees to manage and protect all School District Data in accordance with the classifications (e.g., public, private, confidential, or nonpublic) assigned to that data by School District under MGDPA. Proserva shall not classify or handle any School District data in a manner inconsistent with its classification under state law, and Proserva is responsible for administering all School District Data—including but not limited to video files, metadata, and AI-generated analytical outputs—in accordance with MGDPA.

3. Authorized Use and Access

• Purpose Limitation: Proserva shall use School District Data only for the purpose of fulfilling its specific duties under the Agreement.
• Access Restriction: Access to private or confidential School District Data shall be restricted to those employees, agents, or subcontractors of Proserva who have a "legitimate educational interest" or whose work reasonably requires access to the data to perform the services under the Agreement.

No Unauthorized Disclosure: Proserva shall not disclose, re-disclose, sell, or disseminate any School District Data to any third party for commercial or any other purposes, including but not limited to marketing, advertising, or using School District Data to train Proserva’s own AI models, without the express written consent of School District, unless required by law or court order. 

4. Data Security and Breach Notification

• Safeguards: Proserva shall implement and maintain appropriate administrative, physical, and technical safeguards to protect all School District Data from unauthorized access, acquisition, disclosure, destruction, or modification.
• Breach Notification: In the event of a suspected or actual data security breach, Proserva shall notify School District’s designated data privacy official immediately, and in no event later than 72 hours after discovery. Proserva shall provide School District with all information necessary to assess the nature and scope of the breach.

• Data Request Notification: Proserva shall immediately notify School District’s designated data privacy official upon receipt of any data request under MGDPA, subpoena, or court order related to School District Data.

5. Disposition of Data

Upon termination of the Agreement, or upon School District’s request, Proserva shall, at School District’s discretion, either securely return or destroy all School District Data in its possession, and provide written certification of such destruction to School District.

6. Remedies 

Proserva acknowledges that it is subject to the civil remedies provided in Minn. Stat. § 13.08 for any violations of the MGDPA, including but not limited to damages, costs, and reasonable attorney fees.

4. Confidentiality

4.1 Confidential Information. Each party may disclose to the other non-public information that is designated as confidential or should reasonably be understood as confidential ("Confidential Information").

4.2 Obligations. The receiving party will protect Confidential Information using reasonable care, and will use it only to perform under this Agreement.

4.3 Exclusions. Confidential Information does not include information that is publicly available without breach, independently developed, or lawfully received from a third party.

4.4 Compelled Disclosure. If legally compelled to disclose Confidential Information, the receiving party will provide notice (if permitted) and disclose only what is required.

5. Intellectual Property and Feedback

5.1 Platform. Proserva retains all rights in the Platform and related technology.

5.2 Ownership of School District Data. School District retains ownership of and all rights in videos, files, text, metadata, and other content uploaded to the Platform (“School District Data”).

5.3 Feedback. School District may provide feedback. Proserva may use feedback to improve the Platform without obligation, provided Proserva does not identify School District as the source without express written permission of School District.

6. Pilot Nature and Disclaimers

6.1 Pilot. School District acknowledges Pilot features may change, have limited functionality, and are provided for evaluation.

6.2 Disclaimer. Except as expressly stated, the Pilot is provided "as is" and without warranties to the maximum extent permitted by law.

7. Limitation of Liability

7.1 No Indirect Damages. To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, or consequential damages arising out of the Pilot.

7.2 Cap. Each party’s aggregate liability under this Agreement is capped at USD 10,000, except for liabilities that cannot be limited by law.

8. Data Return and Deletion

8.1 Export. Upon request during the Pilot Term, Proserva will provide School District with a reasonable export of School District Data in Proserva’s standard format.

8.2 Deletion at End of Pilot. Within 30 days after Pilot end (or earlier upon School District’s written request), Proserva will delete School District Data from the Pilot environment, except:

• data retained to satisfy legal obligations, or
• de-identified and aggregated usage metrics that do not identify School District, its students, employees, or any other School District-affiliated individuals.

8.3 Deletion Confirmation. Upon request, Proserva will provide written confirmation of deletion.

9. Educational Data and Personnel Data Privacy, Security, and Subprocessors (MGDPA, FERPA, COPPA)

9.1 Definitions.

•  "Educational Data" means information that is directly related to a student and is maintained by School District or Proserva on School District’s behalf, or that is otherwise protected under applicable student data privacy laws. Educational Data includes but is not limited to, where present in School District Data, a student’s image, voice, name, or other identifiers captured in video or audio.
• "Personnel Data" means information that is directly related to a School District employee and is maintained by School District or Proserva on School District’s behalf, or that is otherwise protected under applicable employee data privacy laws. Personnel Data includes, but is not limited to, where present in School District Data, an employee’s image, voice, name, or other identifiers captured in video or audio.
• "Services" means the Pilot services described in this Agreement.

"Subprocessor" means a third party authorized by Proserva to process Educational Data and Personnel Data to deliver the Services.9.2 Provider as School Official (MGDPA, FERPA). School District designates Proserva as a "school official" (or equivalent service provider) with a legitimate educational interest, solely to perform the Services for School District.. Proserva will be under School District’s direct control with respect to the use and maintenance of Educational Data and Personnel Data through the restrictions in Section 3 and Section 9 of this Agreement, and in accordance with MGDPA and FERPA..

9.3 Permitted Purpose; Prohibition on Commercial Use; No Sale; No Advertising. Proserva will collect, use, disclose, and process Educational Data and Personnel Data only as necessary to provide the Services, support the Services, and meet Proserva’s legal and contractual obligations under this Agreement. Proserva is prohibited from selling, sharing, disseminating, or using Educational Data or Personnel Data for advertising, marketing, or building profiles for non-educational purposes.

9.4 Data Minimization; Student Presence in Video. The Services are intended for educator observation and coaching. School District will use reasonable efforts to minimize capture of students in recordings where feasible, recognizing students may appear incidentally. If Educational Data is present in video, Proserva will treat it as protected Educational Data under the MGDPA, FERPA, and this Agreement and apply the safeguards below.

9.5 Security Program. Proserva will maintain a written information security program appropriate to the nature of the Services and the sensitivity of Educational Data and Personnel Data, including:

• access controls based on least privilege, including role-based permissions;
• encryption of Educational Data and Personnel Data in transit and at rest using industry-standard methods;
• logging and monitoring of access to production systems;
• vulnerability management and security patching on a reasonable schedule; and
• secure development practices appropriate for a SaaS platform.

Proserva will limit access to Educational Data and Personnel Data to personnel who need access to provide the Services and who are bound by confidentiality obligations.

9.6 Subprocessors; Create Labs Processing.
(a) Authorized Subprocessors. School District authorizes Proserva to use Subprocessors listed in Exhibit 1. Proserva will impose written obligations on each Subprocessor that are at least as protective as in Section 3 and in this Section 9 of the Agreement.

(b) Create Labs Scope. School District Data (including video and limited contextual information submitted by Authorized Users) may be transmitted to Create Labs solely to perform AI evaluation and return evaluation outputs to Proserva.

(c) No Retention. Create Labs and Proserva will not retain School District Data, including but not limited to Educational Data or Personnel Data, except transiently as necessary to process the request. Create Labs will delete School District Data from its systems within 72 hours (or sooner if technically feasible) after processing is complete.

(d) No Training. Create Labs and Proserva will not use School District Data, including but not limited to Educational Data and Personnel Data, to train, fine-tune, or improve models, except if School District provides separate written authorization that is specific, opt-in, and describes the data, purpose, and retention.

(e) Segregation and Non-Access by Other Districts. Proserva will ensure the Create Labs processing environment used for this Pilot enforces logical segregation and access controls such that:

• School District Data is not accessible to any third party, including any other school district;
• any infrastructure provisioned for another school district does not grant that school district administrative access to School District Data; and
• only Create Labs personnel authorized to provide the processing service may access the environment, and only to the extent necessary for support and security operations.

9.7 Incident Response and Breach Notification.
(a) Security Incident. "Security Incident" means unauthorized access to, acquisition of, or disclosure of School District Data, including but not limited to Educational Data or Personnel Data. 

(b) Notice. Proserva will notify School District without undue delay, and in any event within 72 hours after confirming a Security Incident affecting School District Data. .

(c) Investigation and Cooperation. Proserva will investigate, take reasonable steps to contain and remediate, and provide School District with information reasonably necessary for School District and Proserva to meet legal obligations under MGDPA and other applicable laws

9.8 Access, Correction, and Requests. Proserva will reasonably assist School District in responding to data requests under MGDPA, including access, correction, or deletion requests, to the extent applicable and legally required.

9.9 COPPA.
(a) Educational Use. The Services are offered to School District for educational purposes and are intended for use by educators and administrators.

(b) School Authorization Model. Where applicable, School District represents that it will provide any required notices and consents (including parental consent if required) related to the collection and use of Educational Data or Personnel Data, and that it will authorize Proserva’s collection and use solely for the educational purposes described in this Agreement.

(c) Provider Notice. Proserva will make available a description of the categories of Education Data and Personnel Data collected (including incidental appearance of students in video), the purposes of collection and use, and Proserva’s retention and deletion practices, to support School District’s COPPA compliance.

9.11 Compliance with Laws. Proserva will comply with applicable laws governing Educational Data and Personnel Data that apply to Proserva as a service provider, including but not limited to FERPA and MGDPA, to the extent applicable through School District’s designation of Proserva as a school official, independent contractor, and agent. School District is responsible for determining which laws apply to School District and for School District’s own policy compliance (for example, classroom recording policies, employee policies, and student notice requirements), while Proserva remains responsible for determining which laws apply to Proserva and Create Labs, and for its obligations under this Agreement..

9.12 Audit and Documentation. Upon request, Proserva will provide reasonable documentation describing its security measures and the Subprocessor list in Exhibit 1. Onsite audits are not required during the Pilot, unless required by law, but the parties will cooperate in good faith to address the School District’s reasonable security questions.

10. Miscellaneous

10.1 Governing Law. Minnesota law governs this Agreement, excluding conflict of laws rules.

10.2 Assignment. Neither party may assign this Agreement without the other party’s written consent, except to a successor in a merger or sale of substantially all assets.

10.3 Entire Agreement. This Agreement, including Exhibit 1, is the entire agreement regarding the Pilot and supersedes prior proposals on the same subject.

EXHIBIT 1: SUBPROCESSORS (PILOT)

Create Labs

• Purpose: AI evaluation processing (inference only)
• Data: Observation video and limited contextual information provided by Authorized Users
• Retention: Temporary only, deleted within 72 hours after processing
• Restrictions: No training, no secondary use, no disclosure except to Proserva

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Cloud Infrastructure Provider

• Purpose: Hosting and storage for Proserva’s platform and evaluation outputs
• Data: School District Data and evaluation outputs stored in Proserva’s environment
• Retention: As described in Section 8 of these Terms

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