These Terms of Service (the “Terms”) govern access to and use of the ProtectED Safety Management Platform—used by schools to manage their safety management plans—and related websites, mobile apps, content, documentation, and professional services (collectively, the “Services”) provided by ProtectED, LLC (“ProtectED,” “we,” “us,” or “our”). By accessing or using the Services, the entity or organization that accepts these Terms (“Customer”) agrees to be bound by them. If you are an individual acting on behalf of an organization, you represent that you have authority to bind that organization to these Terms.
Education role distinction. For information provided to the Services by or on behalf of a school, district, or similar institution (a “School Customer”) about its students, staff, or families (collectively, “School Data”), ProtectED acts as a service provider/processor under applicable laws and processes School Data only on the School Customer’s documented instructions. For information we collect for our own business operations (e.g., website analytics, sales, billing) (“Business Data”), ProtectED is a controller/business. See our Privacy Policy for more details.
1) Definitions
Affiliate: An entity controlling, controlled by, or under common control with a party.
Authorized Users: Individuals whom Customer authorizes to access the Services under its account (e.g., staff, contractors, volunteers) and who agree to comply with these Terms.
Customer Content: Information, data, files, text, images, and other content submitted to or stored in the Services by or on behalf of Customer, including School Data where Customer is a School Customer.
Documentation: User guides, specifications, and support materials provided by ProtectED.
Order Form: A ProtectED ordering document (including online checkout or SOW) that specifies the Services, subscription term, fees, and any applicable usage limits.
Professional Services: Implementation, configuration, training, advisory, or other services outside standard support.
Anonymized Data: Data that has been de‑identified so it cannot reasonably be used to identify a specific individual.
Third‑Party Services: Non‑ProtectED products, apps, or services that integrate with or are used in connection with the Services (e.g., identity providers, messaging, mapping, analytics).
2) Account Registration and Access
Customer must ensure that account information is accurate and kept current. Customer is responsible for all activities under its accounts and for maintaining the confidentiality of credentials. Customer will promptly notify ProtectED of any unauthorized access or security incident.
3) Grant of Rights; Restrictions
3.1 Rights Granted
Subject to these Terms and the applicable Order Form, ProtectED grants Customer a limited, non‑exclusive, non‑transferable, non‑sublicensable right for Authorized Users to access and use the Services during the subscription term for Customer’s internal, lawful business or educational purposes.
3.2 Restrictions
Customer will not (and will not permit anyone to): (a) copy, modify, translate, or create derivative works of the Services; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code (except to the extent such restriction is prohibited by law); (c) bypass or defeat security controls or access non‑public areas; (d) use the Services to develop or operate in competition with ProtectED; (e) resell, lease, time‑share, or otherwise make the Services available to third parties other than Authorized Users; (f) use the Services to transmit malware, spam, or illegal, infringing, harassing, or harmful content; (g) collect or process personal data without appropriate notices, consents, or other required authorization; (h) engage in high‑risk uses where failure of the Services could lead to death, personal injury, or severe environmental or property damage; or (i) remove or obscure proprietary notices.
Acceptable Use; Safety‑Critical Disclaimers
4.1 Acceptable Use
Customer must ensure that Authorized Users comply with the Acceptable Use obligations above and cooperate with ProtectED to investigate suspicious activity. ProtectED may suspend access to the extent reasonably necessary to address a violation, security risk, or imminent harm, and will notify Customer when practicable.
4.2 Not an Emergency Service
The Services are not a substitute for 911/999/112 or other emergency services. The Services assist with planning, training, documentation, and coordination, but do not guarantee prevention of incidents or outcomes. Customer is responsible for its own emergency responses and decisions.
4.3 No Legal, Medical, or Safety Advice
ProtectED does not provide legal, medical, psychological, or risk‑assessment advice. Any content, templates, or recommendations are for informational purposes and require Customer’s independent review and professional judgment.
4.4 Visitor Management and Identity
If Customer uses visitor‑management features, Customer is solely responsible for verifying visitor identity and compliance with applicable laws and policies.
5) Customer Responsibilities
Customer is responsible for: (a) providing accurate information and appropriate notices to data subjects; (b) obtaining and maintaining all consents and authorizations required by law (including COPPA when applicable); (c) configuring the Services consistent with Customer’s policies; (d) training Authorized Users; (e) maintaining necessary network connections, devices, and software; and (f) compliance with law in connection with its use of the Services.
6) Data; Privacy; Security
6.1 Customer Content and School Data
Customer retains all right, title, and interest in and to Customer Content, including School Data. Customer grants ProtectED a non‑exclusive, worldwide, royalty‑free license to host, copy, process, transmit, and display Customer Content as reasonably necessary to provide and improve the Services and perform our obligations.
6.2 Privacy Policy; DPA
ProtectED will process Business Data in accordance with our Privacy Policy available at https://protectedsafety.com/privacy. For School Data and other personal data processed on Customer’s behalf, the parties will enter into a Data Processing Addendum (“DPA”) and, if applicable, a FERPA/Student Data Privacy Addendum and regional addenda. The DPA is incorporated by reference into these Terms.
6.3 Security
ProtectED will maintain administrative, technical, and physical safeguards designed to protect Customer Content, including encryption in transit, access controls, logging, and vulnerability management. Customer is responsible for securing its endpoints, credentials, and configurations.
6.4 Anonymized and Aggregated Data
ProtectED may generate and use Anonymized Data derived from Customer’s use of the Services for analytics, service improvement, benchmarking, and research, provided that such data does not identify Customer or any individual.
6.5 Incident Response
If ProtectED becomes aware of a confirmed security incident that compromises the confidentiality, integrity, or availability of Customer Content, ProtectED will notify Customer without undue delay and provide information reasonably available for Customer to assess the impact and meet its obligations.
7) Third‑Party Services and Integrations
Customer may enable integrations with Third‑Party Services. Use of Third‑Party Services is governed by their terms and privacy policies, not these Terms. ProtectED is not responsible for Third‑Party Services and disclaims all liability arising from their acts or omissions. ProtectED may share Customer Content with a Third‑Party Service as directed by Customer or the integration’s configuration.
8) Professional Services; Deliverables
Professional Services will be described in an Order Form or statement of work. Unless expressly stated otherwise, ProtectED retains all intellectual property rights in any deliverables, templates, playbooks, or materials provided, granting Customer a non‑exclusive, non‑transferable license to use them with the Services during the subscription term.
9) Fees, Billing, and Taxes
Customer will pay the fees set forth in the applicable Order Form. Unless otherwise stated: (a) fees are invoiced in advance, non‑cancelable, and non‑refundable; (b) payment is due within 30 days of invoice; (c) late amounts may accrue interest at 1.5% per month (or the maximum allowed by law) plus reasonable collection costs; and (d) fees are exclusive of taxes. Customer is responsible for all sales, use, VAT, GST, or similar taxes (excluding taxes based on ProtectED’s net income). Purchase orders are for administrative purposes only and do not modify these Terms.
10) Subscription Term; Renewal; Changes
Subscriptions begin on the start date specified in the Order Form and continue for an initial term of three (3) years. Unless the Order Form states otherwise, subscriptions automatically renew for successive three (3)-year terms. Fees for each renewal term will increase by five percent (5%) over the fees applicable to the immediately preceding term, unless otherwise agreed in the Order Form. Either party may give written notice of non‑renewal at least 90 days before the end of the then‑current term. Usage limits (e.g., locations, seats) are as stated in the Order Form; overages may be invoiced at the then‑current rate. ProtectED may update its packaging, features, or pricing upon renewal.
11) Warranties and Disclaimers
11.1 Mutual Warranties
Each party represents that it is duly organized, validly existing, and has authority to enter into these Terms.
11.2 ProtectED Warranty
ProtectED warrants that during a paid subscription term: (a) the Services will perform materially in accordance with the Documentation; and (b) professional services will be performed in a professional and workmanlike manner. Customer’s exclusive remedy for a breach of this warranty is re‑performance or, if ProtectED cannot cure, a pro‑rata refund of prepaid fees for the affected portion of the term.
11.3 Disclaimers
EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PROTECTED DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT. PROTECTED DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR‑FREE, OR MEET CUSTOMER’S REQUIREMENTS, OR THAT THEY WILL PREVENT OR MITIGATE ANY PARTICULAR INCIDENT OR OUTCOME.
12) Indemnification
12.1 By Customer
Customer will defend and indemnify ProtectED from third‑party claims arising out of: (a) Customer Content (including School Data) or Customer’s violation of law; (b) Customer’s use of the Services in breach of these Terms; or (c) integrations or instructions provided by Customer.
13) Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY; AND (b) EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO PROTECTED FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY. THESE LIMITATIONS DO NOT APPLY TO A PARTY’S INDEMNIFICATION OBLIGATIONS FOR IP INFRINGEMENT (SECTION 12.1), CUSTOMER’S FEES DUE, OR A PARTY’S WILLFUL MISCONDUCT.
14) Confidentiality
“Confidential Information” means information disclosed by one party to the other that is marked confidential or would reasonably be understood as confidential, including Customer Content and the Services. The receiving party will use confidential information only to fulfill these Terms and will protect it using reasonable measures. Exclusions include information that is publicly available, independently developed, or lawfully obtained from a third party without restriction. If compelled by law, the receiving party may disclose confidential information with reasonable notice to the disclosing party (if legally permitted).
15) Beta Features; Free Trials
ProtectED may offer features identified as alpha, beta, preview, or evaluation (“Beta Features”) or free trials. Beta Features are provided for testing, may be changed or discontinued at any time, and are provided AS IS without warranties or support. Customer assumes all risk from use of Beta Features and trials
16) Suspension and Termination
ProtectED may suspend access immediately if: (a) Customer is in material breach (including non‑payment after notice); (b) suspension is needed to prevent material harm or address a security risk; or (c) required by law. Either party may terminate these Terms and any Order Form upon written notice if the other party materially breaches and does not cure within 30 days after notice. Upon termination or expiration, Customer’s right to use the Services ends and Customer will promptly pay all amounts due. Upon request within 30 days after termination, ProtectED will make Customer Content available for export; thereafter, ProtectED may delete Customer Content, subject to legal retention requirements and backup practices.
17) Intellectual Property; Feedback
ProtectED and its licensors retain all rights in the Services and Documentation. No rights are granted by implication. If Customer submits suggestions or feedback, Customer grants ProtectED a perpetual, irrevocable, royalty‑free license to use and incorporate them into the Services without restriction or attribution.
18) Publicity
ProtectED may identify Customer (name and logo) as a customer in listings and marketing materials, subject to Customer’s reasonable brand guidelines. Customer may opt out by notifying ProtectED in writing.
19) Export; Sanctions; Government Use
Customer will comply with U.S. and other applicable export, sanctions, and anti‑boycott laws and will not permit access or use of the Services in violation of such laws. The Services are “commercial computer software” and “commercial computer software documentation.” U.S. Government end‑users acquire the Services with only those rights set forth in these Terms.
20) Notices
Notices to ProtectED must be sent to hello@protectedsafety.com Notices to Customer will be sent to the email or address in the Order Form or account settings.
21) Modifications to the Services or Terms
ProtectED may make commercially reasonable updates to the Services from time to time. We may update these Terms by posting a revised version at https://protectedsafety.com/terms (or successor URL). Material changes will become effective on the next renewal term or 30 days after posting for month‑to‑month subscriptions. If Customer objects to the changes, Customer may provide notice of non‑renewal; continued use after the effective date constitutes acceptance.
22) Order of Precedence; Entire Agreement
These Terms, together with the Privacy Policy, DPA, and applicable Order Forms and SOWs, constitute the entire agreement and supersede prior agreements regarding the Services. In case of conflict, the following order of precedence applies: (1) Order Form (including SOW), (2) DPA and any student‑privacy addenda, (3) these Terms, and (4) Documentation.
23) Assignment; Subcontracting
Neither party may assign these Terms without the other’s consent, except to an Affiliate or in connection with a merger, reorganization, or sale of substantially all assets, provided the assignee is not a direct competitor and assumes all obligations. ProtectED may use subcontractors (including cloud providers) and remains responsible for their performance.
24) Governing Law; Venue
These Terms are governed by the laws of the State of North Carolina, USA, without regard to conflict of laws rules. The parties submit to the exclusive jurisdiction and venue of the state and federal courts located in Wake County, North Carolina for any dispute not subject to arbitration (if agreed in an Order Form). EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL TO THE EXTENT PERMITTED BY LAW.
25) Force Majeure
Neither party is liable for delays or failures due to events beyond its reasonable control, including acts of God, labor disputes, acts of government, war, terrorism, civil unrest, utility failures, or internet service disruptions.
26) Severability; Waiver
If any provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder will remain in effect. A failure to enforce any provision is not a waiver of future enforcement.
27) Headings; Interpretation
Headings are for convenience only. “Including” means “including without limitation.” These Terms will not be construed against a party by reason of authorship.
28) Contact
For questions about these Terms, contact hello@protectedsafety.com or visit https://protectedsafety.com.
Education‑Specific Addendum (Summary)
The following provisions apply where Customer is a School Customer and will be supplemented by a DPA and, where applicable, a Student Data Privacy Addendum:
FERPA/COPPA Compliance. Customer directs and authorizes ProtectED to process School Data for educational purposes. Customer is responsible for parental/guardian consents under COPPA where applicable. ProtectED will not use School Data for advertising or profiling, and will disclose School Data only as authorized by Customer or required by law.
Data Access and Deletion. Upon verified request from Customer, ProtectED will assist with access, correction, export, and deletion of School Data, subject to legal retention requirements and backup integrity.
Security Incidents. ProtectED will notify Customer of security incidents involving School Data without undue delay and cooperate in any required notifications.
Subprocessors. ProtectED uses vetted subprocessors subject to written agreements imposing data‑protection obligations. A current list will be provided upon request and/or posted online; Customer may subscribe to change notifications.
Return/Deletion at Termination. Upon termination or Customer request, ProtectED will return or delete School Data per the DPA and within agreed timelines, except to the extent retention is required by law or for legitimate business records (e.g., security logs) for limited periods.
