Little Limelight™ Digital Curriculum License Agreement

Last Updated: March 2023

Applies if first use is on or after March 1, 2023

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This Digital Curriculum License Agreement (“Agreement”) governs your access and use of the online service and support (the “Service”) that allows you and your customers (each an “Authorized User”) to access Little Limelight digital lessons, videos, supplemental and related activities, and other resources (collectively, the “Curriculum”) and your use and the use by Authorized Users of the Curriculum provided by Little Limelight (also referred to herein as “we,” or “us”).

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PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS IMPORTANT TERMS THAT AFFECT YOU AND YOUR USE AND USE BY AUTHORIZED USERS OF THE SERVICE AND THE CURRICULUM. BY ACCESSING OR USING THE SERVICE OR USING THE CURRICULUM AND BY PERMITTING AUTHORIZED USERS TO DO SO, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND OUR DATA PROCESSING ADDENDUM AND OUR TERMS OF USE, BOTH OF WHICH ARE INCORPORATED BY THIS REFERENCE. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT AND/OR OUR DATA PROCESSING ADDENDUM AND/OR OUR TERMS OF USE, YOU WILL NOT BE PERMITTED TO ACCESS OR USE THE SERVICE OR THE CURRICULUM. In the event of any conflict between the terms of this Agreement and the Terms of Use, the terms in this Agreement shall prevail. The Data Processing Addendum is Exhibit A to this Agreement.

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1. 1. Consent to Electronic Communications; Eligibility. Little Limelight may be required by law to send communications to you that pertain to the Service or the Curriculum and your use thereof. You consent to receive these communications electronically (e.g., via email, through the Little Limelight websites, or via the Service) in accordance with our Privacy Policy. You must be at least 18 years of age to access or use the Service or the Curriculum. By using the Service or the Curriculum, you represent and warrant that you (a) are 18 years of age or older; (b) have not been previously suspended or removed from the Service or engaged in any activity that could result in suspension or removal from the Service; (c) have the full power and authority to enter into this Agreement and in so doing will not violate any other agreement to which you are a party; (d) are not barred from receiving or using the Service or the Curriculum under the laws of the United States or any other applicable jurisdiction; and (e) to the extent that you make available the Service or the Curriculum to an Authorized User, you will ensure that each Authorized User meets the above eligibility requirements and acts in accordance with this Agreement, including the Terms of Use, and you will be responsible for the acts and omissions of each Authorized User under this Agreement. You further represent and warrant that you are authorized to agree to the terms of this Agreement and our Terms of Use on behalf of any and all Authorized Users. If you are accessing or using the Service or the Curriculum on behalf of another person or entity, you represent that you are authorized to accept this Agreement and our Terms of Use on that person or entity’s behalf and that the person or entity agrees to be responsible to us if you or the other person or entity violates this Agreement or our Terms of Use.

2. Scope of License to the Service.

2.1. License to Service and Curriculum. Subject to the terms and conditions of this Agreement, Little Limelight grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during your Subscription to (i) access and use the Service and the Curriculum and any associated documentation and information provided by Little Limelight online via Little Limelight’s website(s), (ii) display and perform the Service and the Curriculum, and (iii) download, use, copy and distribute the downloadable portions of the Curriculum and permit Authorized Users to download, copy and use the same; all of the foregoing solely for your own or an Authorized User’s internal, noncommercial use and solely for purposes of (y) real-time, synchronous, in-person educational programs and (z) real-time, synchronous remote video instruction over a secure, locked, password-protected service. Any Little Limelight updates or upgrades to the Service or Curriculum, including any updates or upgrades that supplement or replace the original Service or Curriculum, shall also be governed by this Agreement unless separate license terms accompany such updates or upgrades, in which case such separate terms will govern in the event of a conflict between such separate terms and this Agreement or as otherwise provided in such separate terms. We reserve the right, but shall have no obligation, in our sole discretion, to modify, update, upgrade or otherwise make changes, modifications, alterations, additions to or deletions from the Service and the Curriculum and to change, modify, alter, add to, or eliminate features, functionality or components from the Service or Curriculum at any time without notice and without obligation or liability to you.

2.2. Rights to Your Data. You agree that, in order to provide the Service and the Curriculum, Little Limelight may process, transfer, use, store, transmit, display, and modify the data provided to Little Limelight by you, including data that relates to you and your Authorized Users (“Your Data”). To the extent that Little Limelight processes Personal Data (as defined in the Data Processing Addendum attached hereto as Exhibit A) contained within Your Data in connection with this Agreement, it will be subject to the Data Processing Addendum. As between you and Little Limelight, you retain all right, title and interest in and to Your Data. You also acknowledge and agree that, where not prohibited by applicable law, Little Limelight may deidentify and aggregate technical, usage, and other data about you and your Authorized Users’ use of the Service and the Curriculum (“Aggregated Data”). Little Limelight may use the Aggregated Data to analyze, improve, support and operate the Service and the Curriculum and otherwise for any business purpose, during and after the term of this Agreement. For clarity, Aggregated Data excludes any Personal Data (as defined in the Data Processing Addendum attached hereto as Exhibit A) and will not identify you, or any Authorized User. Aggregated Data will not be considered Your Data.

1. License Restrictions. The rights granted in Section 2.1 of this Agreement constitute the entirety of your rights with respect to the Service and the Curriculum and Little Limelight reserves all rights in and to the Service and the Curriculum not expressly granted to you in this Agreement. The license granted to you in Section 2.1 is for internal purposes only and does not allow you or any Authorized User to do any of the following: (a) except as specifically provided in Section 2.1, permit or authorize any third party (other than an Authorized User) to access or use the Service; (b) use the Service or Curriculum on any device you do not own or control; (c) reverse engineer, decompile, disassemble or attempt to discover any source code or trade secrets related to the Service or any proprietary materials of Little Limelight; (d) modify, alter or create any derivative works of the Service or the Curriculum; (e) remove, alter or obscure any copyright, trademark or other proprietary rights notice on or in the Service or the Curriculum; (f) use or incorporate your trademark(s) or other proprietary notice(s) or any third party trademark(s) or other proprietary notice(s) on, in or in connection with the Service or the Curriculum or to suggest or imply any association between you or any third party and Little Limelight or the Service or the Curriculum; (g) work around any technical limitations in the Service; (h) combine, integrate into or with, or otherwise connect for any purpose the Service or the Curriculum with your goods or services or any third-party goods or services or (i) use the Service or the Curriculum for purposes other than those for which it was designed or permitted under this Agreement, including, but not limited to, for purposes of downloading or distributing the Curriculum or any other content made available via the Service (except as provided in Section 2.1). Unless stated in this Agreement or otherwise by Little Limelight, nothing in this Agreement shall be construed as conferring any right or license to intellectual property rights, whether by estoppel, implication, statute or otherwise. If you or any Authorized User breach any of these restrictions, you may be subject to civil liability and the award of monetary and other damages. The license granted in Section 2.1 is revocable at any time.

4. Ownership of the Service and the Curriculum. The Service and the Curriculum are licensed, not sold, subject to the terms of this Agreement. The Service and the Curriculum are valuable property of Little Limelight and are protected by copyright and other intellectual property laws and treaties. Little Limelight owns all right, title, and interest in and to the Service and the Curriculum, including all copyright and other intellectual property rights therein.

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5. Payment Terms.

5.1 Subscriptions. We offer different subscription plans for access and use of the Service and the Curriculum (each, a “Subscription”), on an annual or other periodic basis, all as specified on the Service site.

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WHEN YOU REGISTER FOR A SUBSCRIPTION, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT (A) LITTLE LIMELIGHT (OR OUR THIRD PARTY PAYMENT PROCESSOR) IS AUTHORIZED TO CHARGE YOU IN FULL OR ON A PERIODIC BASIS (AS SELECTED BY YOU VIA THE SERVICE) FOR YOUR SUBSCRIPTION (IN ADDITION TO ANY APPLICABLE TAXES AND OTHER CHARGES) IN ADVANCE; (B) YOUR SUBCRIPTION WILL BE RENEWED AUTOMATICALLY FOR AN ADDITIONAL ONE YEAR PERIOD AT THE END OF EACH YEAR, AND YOU AUTHORIZE LITTLE LIMELIGHT (OR OUR THIRD PARTY PAYMENT PROCESSOR) TO CHARGE YOU THE APPLICABLE FEE FOR EACH RENEWAL AT THE CONCLUSION OF THE PRIOR YEAR’S SUBSCRIPTION TERM UNLESS YOU PROVIDE US WRITTEN NOTICE THAT YOU DO NOT WISH TO RENEW YOUR SUBSCRIPTION AT LEAST 30 DAYS PRIOR TO THE END OF THE PRECEEDING SUBSCRIPTION TERM,  AND (C) YOUR SUBSCRIPTION WILL CONTINUE THROUGH THE APPLICABLE SUBSCRIPTION TERM UNLESS WE SUSPEND OR STOP PROVIDING ACCESS TO THE SERVICE IN ACCORDANCE WITH THIS AGREEMENT, YOU CANCEL YOUR SUBSCRIPTION, OR WE TERMINATE THIS AGREEMENT AS PROVIDED IN SECTION 12 BELOW.

5.2 Cancellation Policy. YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME BY CALLING LITTLE LIMELIGHT AT THE NUMBER INDICATED ON OUR CONTACT US PAGE. IF YOU CANCEL YOUR SUBSCRIPTION WITHIN TWENTY-FOUR (24) HOURS OF PURCHASE, YOU WILL RECEIVE A FULL REFUND. WE HAVE NO OBLIGATION TO REFUND ANY AMOUNTS FOR SUBSCRIPTIONS CANCELLED MORE THAN TWENTY-FOUR (24) HOURS AFTER PURCHASE. 

5.3 Payment and Billing Information. By providing a payment method that we accept, you represent and warrant that you are authorized to use the designated payment method and that you permit us (or our third party payment processor) to charge your payment method for the total amount of your Subscription or other purchase (including any applicable taxes and other charges). If the payment method cannot be verified, is invalid or is otherwise not acceptable, your order may be suspended or cancelled. You must resolve any problem we encounter in order to proceed with your order. In the event you want to change or update payment information associated with your account, you can do so by calling, emailing or otherwise contacting us to adjust or edit your payment information. You acknowledge that the amount billed may vary due to promotional offers, changes to your Subscription or changes in applicable taxes or other charges, and you authorize us (or our third party payment processor) to charge your payment method for the corresponding amount.

5.4 Pricing and Availability. All prices are shown in US dollars and applicable taxes and other charges, if any, are additional. We reserve the right to adjust prices as we may determine in our sole discretion, at any time and without notice; provided, however, that if we change the amounts or other charges associated with your Subscription, we will provide advance notice of such changes. We will not, however, be required to notify you of changes in any applicable taxes. All of our Service, Curriculum and Subscriptions are subject to availability, and we reserve the right to impose quantity limits on any order, to reject all or part of an order, or to discontinue offering certain Service, Curriculum or Subscriptions without prior notice, even if you have already placed an order.

5.5 Taxes. You are responsible for any sales, duty or other governmental taxes or fees due with respect to your purchase of a Subscription. We will collect applicable sales tax if we determine that we have a duty to collect sales tax. We will present any taxes that we are required to collect on your invoice, but note that actual taxes charged may be adjusted from the amount shown on the invoice. Several factors may cause this, such as variances between processor programs and changes in tax rates.

6. Your Privacy Obligations. You represent and warrant that: (a) that you have sufficient rights in Your Data to grant the rights granted to Little Limelight in Section 2.2; (b) all of Your Data provided in connection with the Service and the Curriculum is and will remain accurate and complete, and you will maintain and update such data as needed; (b) all of Your Data has been collected in accordance with Applicable Law (as defined in the Data Processing Addendum) including the provision of any required notice and the collection of any required consents necessary for Little Limelight’s provision of the Service and the Curriculum; and (c) Little Limelight’s use of Your Data in accordance with this Agreement and on your instructions will not cause Little Limelight to violate any Applicable Law.

7. Feedback. You may provide Little Limelight with comments, suggestions, observations, information, and other feedback regarding the performance, features, and functionality of the Service, including in response to any surveys or questions posed by Little Limelight (collectively, “Feedback”). To the extent you voluntarily provide Feedback, you understand and agree that the Service-related and Curriculum-related data and information obtained or collected by Little Limelight in connection with such access will be non-confidential and part of any Feedback you provide under this Agreement. Little Limelight will own exclusive rights, including, without limitation, all intellectual property rights, in and to all Feedback and any resulting upgrades, updates, modifications, alterations, additions or changes to the Service or the Curriculum based on the Feedback, and will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

8. Support Resources. Little Limelight may provide certain support or maintenance resources for the Service and/or the Curriculum during your Subscription. If you have any questions regarding the Service or the Curriculum, please contact Little Limelight at 978-443-2400 (telephone number) or info@littlelimelight.com.

9. No Warranty. IN ADDITION TO THE WARRANTY DISCLAIMERS IN OUR TERMS OF USE, YOU ACKNOWLEDGE AND AGREE THAT (A) THE SERVICE OR THE CURRICULUM MAY CONTAIN BUGS, ERRORS, AND DEFECTS; (B) ACCESS AND USE OF THE SERVICE AND THE CURRICULUM IS AT YOUR SOLE RISK; (C) THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU; AND (D) YOU SHALL HAVE NO CLAIM AGAINST LITTLE LIMELIGHT OR RIGHT TO ANY REFUND FOR ANY UPDATE, UPGRADE, MODIFICATION, ALTERATION, CHANGE, ADDITION TO OR DELETION FROM THE SERVICE OR THE CURRICULUM OR WITH RESPECT TO ANY FEATURE, FUNCTIONALITY OR COMPONENT OF THE SERVICE OR THE CURRICULUM. LITTLE LIMELIGHT SHALL HAVE NO LIABILITY OF ANY KIND FOR THE USE OF, OR INABILITY TO USE, THE SERVICE OR THE CURRICULUM OR FOR ANY LOSS OF DATA. LITTLE LIMELIGHT DOES NOT REPRESENT OR WARRANT THAT THE SERVICE OR THE CURRICULUM WILL BE DELIVERED FREE OF ANY INTERRUPTIONS, DELAYS, OMISSIONS OR ERRORS (COLLECTIVELY, “FAULTS”) OR IN A SECURE MANNER OR THAT ANY FAULTS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION, STATEMENT, REPRESENTATION OR ADVICE GIVEN BY LITTLE LIMELIGHT OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE ANY WARRANTY.

THE LAWS OF SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. TO THE EXTENT THOSE LAWS APPLY, THE EXCLUSIONS ABOVE AND IN OUR TERMS OF USE MAY NOT APPLY TO YOU.

10. Limitation of Liability. IN ADDITION TO THE LIMITATIONS OF LIABILITY IN OUR TERMS OF USE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LITTLE LIMELIGHT OR ANY OF THE OTHER LITTLE LIMELIGHT PARTIES (AS DEFINED IN OUR TERMS OF USE) BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR IN ANY WAY RELATED TO YOUR ACCESS OR USE OR THE ACCESS OR USE BY ANY AUTHORIZED USER OF THE SERVICE OR THE CURRICULUM (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM YOUR RELIANCE OR THE RELIANCE BY AUTHORIZED USERS ON ANY INFORMATION OBTAINED FROM LITTLE LIMELIGHT, OR FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES OR EMAILS, ERRORS, DEFECTS, BUGS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION, FAULTS, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO LITTLE LIMELIGHT’S RECORDS, PROGRAMS OR SYSTEMS), AND EVEN IF LITTLE LIMELIGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ALL LIMITATIONS OF LIABILITY UNDER SECTION 10 WILL APPLY EVEN IF THE REMEDIES OTHERWISE PROVIDED UNDER THIS AGREEMENT, AT LAW OR IN EQUITY, FAIL OF THEIR ESSENTIAL PURPOSE, AND REGARDLESS OF THE FORM OR CAUSE OF ACTION OR THE ALLEGED BASIS OF THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU.

11. Indemnification. In addition to your indemnification obligations set forth in our Terms of Use, to the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Little Limelight and the Little Limelight Parties from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Services and Curriculum; (b) your violation of this Agreement; (c) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); (d) an Authorized Users’ access to or use of the Services and Curriculum or violation of this Agreement; or (e) Your Data (including, without limitation, the violation of any Applicable Law). You agree to promptly notify the Little Limelight and the Little Limelight Parties of any third-party Claims, cooperate with Little Limelight and the Little Limelight Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You also agree that Little Limelight and the Little Limelight Parties will have control of the defense or settlement, at Little Limelight’s sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Little Limelight and/or the other Little Limelight Parties.

12. Term and Termination; Survival. The license granted under Section 2 shall be in effect from the date you first access the Service until the end of your Subscription. We may terminate this Agreement at anytime if you are in breach of any terms of this Agreement, the Data Processing Amendment, our Terms of Service, and/or our Privacy Policy. We also may terminate this Agreement if we suspend or stop providing access to the Service in accordance with this Agreement.  Upon such termination, or upon your cancellation or failure to renew your subscription, the license granted under Section 2.1 will automatically terminate and you must promptly: (a) cease accessing and using the Service, the Curriculum, and any information related to the Service; and (b) destroy all electronic or hard copies of the Curriculum, as well as all information related to the Service, in your possession or control. The following sections of this Agreement will survive any termination or expiration of this Agreement: Sections 1, 2.2, 3–15 and Exhibit A, Data Processing Addendum.

13. Severability. If any term, clause, or provision of this Agreement is held invalid or unenforceable, then that term, clause, or provision will be severable from this Agreement and will not affect the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision of this Agreement.

14. Miscellaneous. This Agreement (including the Data Processing Addendum), together with Little Limelight’s Terms of Use and Privacy Policy (as applicable), constitute the entire agreement between Little Limelight and you regarding your Subscription and use of the Service and the Curriculum. THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS WITHOUT REFERENCE TO ITS CHOICE OF LAW PRINCIPLES. THE PARTIES HEREBY IRREVOCABLY CONSENT TO THE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN SUFFOLK COUNTY, MASSACHUSETTS.

15. Contact. If you have any questions or concerns regarding the Service or this Agreement, please contact Little Limelight by email at info@littlelimelight.com or by mail or phone at:

Little Limelight
31 Union Avenue

Sudbury, MA  01776
Tel: 978-443-2400

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Exhibit A to LITTLE LIMELIGHT™ Digital Curriculum License Agreement - Data Processing Addendum

Last Updated: March 2023

Applies if first use is on or after March 1, 2023

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This Data Processing Addendum (“Addendum”) supplements the Little Limelight™™ Digital Curriculum License Agreement (the “Agreement”), between You (“Customer”) and Little Limelight™, is effective as of the date You begin to implement use of the Services and Curriculum as defined in the Agreement (the “Effective Date”), and is hereby incorporated by reference into the Agreement. All capitalized terms not otherwise defined in this Addendum will have the meaning given to them in the Agreement. In the event of any inconsistency or conflict between this Addendum and the Agreement, this Addendum will govern. Customer and Little Limelight™ agree as follows:

1. Personal Information. In connection with providing the Service and the Curriculum under the Agreement, Little Limelight™ will be Processing Personal Information on behalf of Customer. “Personal Information” means information that relates, directly or indirectly, to an identified or identifiable person (a “Data Subject”), which may include names, email addresses, postal addresses, or online identifiers, that Customer provides or submits in connection with the Agreement. For the avoidance of doubt “Personal Information” includes all information that falls under the definition of “Personally Identifiable Information” as that term is defined in the Family Educational Rights and Privacy Act and its implementing regulations, 20 U.S.C. §1232, 34 C.F.R. Part 99 (“FERPA”). As between Customer and Little Limelight™, all Personal Information is the sole and exclusive property of Customer.

1. Little Limelight™ and Customer Responsibilities. The parties acknowledge and agree that: (a) Little Limelight™ is a processor and/or service provider, as applicable, with respect to Personal Information under Applicable Law (defined below); (b) Customer is a controller and/or business with respect to Personal Information under Applicable Law; and (c) each party will comply with the obligations applicable to it under Applicable Law with respect to the Processing of Personal Information.

1. Little Limelight™ Responsibilities. “Process” or “Processing” means any operation or set of operations which is performed on Personal Information, whether or not by automated means, such as the access, collection, use, storage, disclosure, dissemination, combination, recording, organization, structuring, adaption, alteration, copying, transfer, retrieval, consultation, disposal, restriction, erasure and/or destruction of Personal Information. As a part of providing the Curriculum and the Service under the Agreement, Little Limelight™ will:

(a) Process Personal Information solely in accordance with Customer’s documented instructions, including as contained within the Agreement and as necessary to provide the Curriculum and the Service. Without limiting the foregoing, Little Limelight™ will not: (i) collect, retain, use, or disclose Personal Information for any purpose other than as necessary for the specific purpose of performing the Service and providing the Curriculum, or as described in the Agreement, including use of the Personal Information for a commercial purpose other than providing the Service and the Curriculum; and (ii) sell the Personal Information;

(b) Process Personal Information in accordance with the laws, rules, and regulations that apply to Little Limelight™’s provision of the Service and the Curriculum under the Agreement, including, as applicable and without limitation, the California Consumer Privacy Act (“CCPA”), FERPA, the Children’s Internet Protection Act, Pub. L. 106-554 (the “CIPA”), the Protection of Pupil Rights Amendment Act, 20 U.S.C. §1232h, 34 C.F.R. Part 98 (the “PPRA”), and Washington’s Public Records Act (the “PRA”), Chapter 42.56 RCW (collectively, “Applicable Law”);

(c) not disclose Personal Information to any third party without first, except to the extent prohibited by Applicable Law, (i) notifying Customer of the anticipated disclosure (so as to provide Customer the opportunity to oppose the disclosure and obtain a protective order or seek other relief); (ii) obtaining Customer’s prior consent to the disclosure; or (iii) imposing contractual obligations on the third party recipient that are at least reasonably equivalent to those obligations imposed on Little Limelight™ under this Addendum;

(d) amend, correct, or erase Personal Information at Customer’s reasonable written request and provide a means for Customer to update and make accurate Personal Information Processed by Little Limelight™;

(e) notify Customer of any third party request (by a Data Subject or otherwise) to (i) restrict the Processing of Personal Information; (ii) port Personal Information to a third party; or (iii) access, rectify, or erase Personal Information. Little Limelight™ will use commercially reasonable efforts to assist Customer, at Customer’s reasonable written request and expense, in complying with Customer’s obligations to respond to requests and complaints directed to Customer with respect to Personal Information Processed by Little Limelight™;

(f) ensure that Little Limelight™ personnel Processing Personal Information are subject to obligations of confidentiality; and

(g) keep Personal Information logically distinct from other information of Little Limelight™ or its personnel, suppliers, customers or other third parties.

Little Limelight™ will use commercially reasonable efforts to inform Customer if Little Limelight™ becomes aware or reasonably suspects that Customer’s instructions regarding the Processing of Personal Information may breach any Applicable Law.

1. Little Limelight™’s Processing of Education Records. With respect to Little Limelight™’s Processing of Personal Information contained within Education Records (as defined within FERPA), Little Limelight™ agrees that in performing its obligations under this Addendum, (1) Little Limelight™ is acting as a "School Official," as that term is used in FERPA, by providing, developing, or evaluating educational products or services to Customer and Customer’s students as described in the Agreement. Without limiting the generality of the foregoing, Little Limelight™ will comply with applicable obligations related to education records and Personal Information, and will use the educational records and Personal Information of Customer’s students only to the extent necessary to fulfill the specific purpose of this Addendum and the Agreement. Little Limelight™ is under the direct control of Customer with respect to the use and maintenance of education records including, but not limited to, 34 C.F.R. §99.33, when using and re-disclosing Personal Information. Little Limelight™ shall at all times reasonably comply with relevant policies or procedures of Customer relating to FERPA, privacy, minors, the protection of data, and the like, to the extent that such policies or procedures are not inconsistent with this Addendum, including, but not limited to, Customer’s privacy statements.

(a) Production of Education Records. During the Term, Little Limelight™ shall after its receipt of a written request from Customer, produce to Customer any data, whether electronic or hard copy, that is in the possession of Little Limelight™ and that constitutes an education record of a student of Customer. Little Limelight™ shall not be required to comply with the foregoing if the requested record(s) is/are also in the possession of Customer.

(b) Return of Education Records. Unless Little Limelight™ obtains Customer’s written consent to the contrary, then reasonably promptly after the expiration of the Term or sooner termination of the Agreement, Little Limelight™ shall return to Customer all data in its possession, whether electronic or hard copy, that contains or constitutes an education record of a student of Customer. Little Limelight™ shall not be required to comply with the foregoing if (a) Little Limelight™ has no such data; or (b) the Customer already has access to such data and that such access shall continue indefinitely.

(c) Destruction of Education Records. During the Term, Little Limelight™ shall not destroy any record that constitutes or contains Personal Information or an education record. After the expiration or sooner termination of the Agreement, Little Limelight™ shall not destroy any record that constitutes or contains Personal Information or an education record of a student of Customer under FERPA without providing advance written notice to Customer.

(d) Retention of Education Records. After the expiration or sooner termination of the Agreement, Little Limelight™ may retain data obtained as a result of this Addendum and the Agreement to the extent required to comply with applicable law or Little Limelight™’s recordkeeping policies, or such data that is fully “de-identified,” which, for the purpose of this Addendum, means that it has been stripped of all direct and indirect student identifiers and does not constitute “Personally Identifiable Information” under FERPA.

1. Subcontractors. Little Limelight™ will not engage another processor to process Customer’s Personal Information without authorization from Customer, which Customer hereby provides. Customer hereby provides its general written authorization for Little Limelight™’s use of subcontractors to Process Personal Information on behalf of Customer.

1. Security Safeguards. Little Limelight™ will use commercially reasonable efforts to implement and maintain appropriate technical and organizational measures consistent with industry standards to protect and ensure the confidentiality, integrity, and availability of Personal Information.

1. Security Breach. If Little Limelight™ becomes aware of an actual Security Breach (defined below), Little Limelight™ will take commercially reasonable efforts to, without undue delay: (a) notify Customer of the Security Breach and any third-party legal processes relating to the Security Breach; and (b) help Customer investigate, remediate, and take any action required under Applicable Law regarding the Security Breach. “Security Breach” means any unauthorized acquisition of data that compromises the security, confidentiality, or integrity of Personal Information under Little Limelight™’s possession or control. The obligations in this Section do not apply to incidents that are caused by Customer or Customer’s personnel or Authorized Users.

1. Return or Destruction of Personal Information. Upon written request by Customer or when Little Limelight™ no longer is required to Process Personal Information to fulfill its obligations under the Agreement, Little Limelight™ will use commercially reasonable efforts to (a) cease all use of Personal Information; and (b) return all Personal Information to Customer or, at Customer’s option, destroy all Personal Information and all copies thereof, except to the extent that Little Limelight™ is required under Applicable Law to keep a copy of Personal Information for a specified period of time.

1. Disclaimer. Little Limelight™ makes no representation or warranty that this addendum is legally sufficient to meet Customer’s needs under applicable law, including the CCPA, FERPA, CIPA, PPRA and PRA. Little Limelight™ expressly disclaims all representations or warranties, whether express, implied, statutory, through a course of dealing, or otherwise that this addendum will comply with or satisfy any of Customer’s obligations under applicable law. Customer fully understands that it is solely responsible for complying with all of its obligations imposed by applicable law. The parties agree that there will be no presumption that any ambiguities in this addendum will be construed or interpreted against the drafter.