LEA Agreement

Local Education Agency Agreement

Last Modified 3/26/2025

This Local Education Agency Agreement is entered into between you, on behalf of your school, school district, or other organization (“You”, “Your”, “Local Education Agency”, or “LEA”), and RMT LLC, a Maine Limited Liability Company (“ReachMyTeach”). For purposes of this Local Education Agency Agreement, LEA and ReachMyTeach each will be referred to individually as a “Party” and together as “the Parties”.

This Local Education Agency Agreement, along with any applicable Order Form, Student Data Privacy Agreement (“SDPA”), ReachMyTeach Terms of Use, and any separate written agreement that is mutually executed by the Parties and which references this Local Education Agency Agreement is the entire agreement between the Parties (collectively, the “Agreement”). In the event of any conflict between these documents, the following order of precedence shall apply, but solely to the extent necessary to resolve the conflict:  (1) any separate written agreement signed by the parties; (2) the Order Form; (3) the ReachMyTeach Terms of Use; (4) this LEA Agreement; and (4) the SDPA, except when expressly set forth to the contrary. The Agreement controls the LEA’s and End User’s access to and use of the Services and is effective as of the applicable Order Form Effective Date. 

1. Definitions.
   1. “Billing Start Date” shall mean the date identified on the Order Form as the date from which billing shall be calculated (which under no circumstances shall be later than the Service Start Date, as defined below);
   2. “End Users” shall mean LEA employees, representatives, consultants, contractors, or any other individuals that LEA authorizes to use the Service, including, but not limited to, students and parents and guardians. 
   3. “Fees” shall mean the fees payable pursuant to Section 6 hereof;
   4. “Order Form” shall mean the ReachMyTeach Order Form that sets out the commercial terms and is executed by the Parties;
   5. “Privacy Policy” shall mean the ReachMyTeach Privacy Policy found at https://reachmyteach.freshdesk.com/support/solutions/articles/159000422271
   6. “LEA” shall mean, unless otherwise specified herein, LEA and any present or future entity that, directly or indirectly through one or more intermediaries, controls or is controlled by LEA or is under common control with LEA.
   7. “LEA Data” shall mean any electronic data uploaded, created, or transmitted using the ReachMyTeach Services, which includes, but is not limited to, student and End User personal information provided by LEA. 
   8. “Service Start Date” shall mean the date from which LEA receives the applicable Service;
   9. “Services” shall mean access to the System, which includes various web, email, and database services or other designated websites or IP addresses, including associated documentation made available to LEA in written form or online.
   10. “Software” means any software and related product documentation or data related to the Services and/or System and any update, revision, replacement, or modification thereof provided by ReachMyTeach from time to time.
   11. “System” means ReachMyTeach's system, the Software, and related information technology resources.
   12. “Student Data Privacy Agreement” shall mean the Student Data Privacy Agreement that sets out additional terms regarding student data and is executed by the Parties;
   13. “Task Order” shall mean a written agreement executed by both parties that describes specific Professional Services, if any, to be performed by ReachMyTeach for LEA, including deliverables, timelines, and associated fees.
   14. “Term” shall mean the period identified in the Order Form, or any renewal term, as applicable;
   15. “Terms of Use” shall mean the ReachMyTeach Terms of Use for End Users found at https://reachmyteach.freshdesk.com/support/solutions/articles/159000422273
2. License to Receive the Service.
   1. Grant. ReachMyTeach grants LEA and End Users a non-exclusive, non-transferable, right to access and use the Service for the purpose for which it is made available to LEA and otherwise in accordance with the terms of the Agreement. LEA grants to ReachMyTeach a non-exclusive license to use, copy, store, modify, and display the LEA Data solely to the extent necessary to provide the Service.
   2. Restrictions on Use. LEA shall not edit, alter, abridge, or otherwise change in any manner the content of the Service, including, without limitation, all copyright and proprietary rights notices. LEA may not, and may not permit others to:
      1. reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from, the Software or Services;
      2. modify, translate, adapt, alter, or create derivative works from the Services;
      3. copy, distribute, publicly display, transmit, sell, rent, lease, or otherwise exploit the Service; or
      4. distribute, sublicense, rent, lease, loan, or grant any third-party access to or use of the Service.
3. Use of the Service
   1. ReachMyTeach Responsibilities. ReachMyTeach will: (a) in addition to its confidentiality obligations under Section 13, not use, edit, or disclose the LEA Data except as required to provide Services; (b) use best efforts to maintain the security of the Services; (c) during the Term, provide phone, email, and helpdesk technical support for the Services detailed in the Agreement at no additional cost to LEA; and (c) use commercially reasonable efforts to make the Service generally available 24 hours a day, 7 days a week, except for: (i) planned downtime (emergency or normal) for maintenance; or (ii) down time caused by a Force Majeure Event, as defined in Section 16(i).
   2. LEA Responsibilities. LEA is responsible for all activities that occur under LEA’s End User Accounts. LEA will: (a) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all LEA Data; (b) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and notify ReachMyTeach promptly of any such unauthorized access or use; (c) ensure all End Users are accessing and using the Services in compliance with the Terms of Use and Privacy Policy; and (c) comply with all applicable local, state, federal, and foreign laws in using the Service, including, but not limited to those described in Section 4.
   3. Usage by Third Parties. In addition to any rights granted in this Section, LEA may permit third parties (including parents, guardians, and students, whether located within or outside the United States) to access and use the Services. When granting such access, LEA remains responsible for ensuring that all third-party use complies with the terms and conditions of the Agreement. For users under 18 years of age, LEA must obtain parental or guardian consent prior to Service use, with ReachMyTeach providing a template consent form here: https://docs.google.com/document/d/1FLcFbv1AWWIZ9KZ1c-R8muz9SLxTt6_UXlOgsRAnsG4/edit?usp=sharing. Importantly, parental or guardian consent will be presumed granted for all applicable users unless LEA provides ReachMyTeach with specific written notice of objection from a particular parent, guardian, or student.
4. Compliance with Applicable Laws. LEA represents, warrants, and covenants that it is, and will remain, in compliance with the Children’s Online Privacy Protection Act (“COPPA”), the Family Educational Rights and Privacy Act (“FERPA”), and any other applicable privacy regulations. LEA takes full responsibility for obtaining any necessary parental consent for the collection and disclosure of personal information from children under 13 years of age through the Services and in order for children under 13 years of age to use the Services. 

LEA also represents and warrants that its disclosure of any information to ReachMyTeach and ReachMyTeach's use of such information, subject to the restrictions of the Agreement, does not and will not violate any applicable laws, including but not limited to COPPA, FERPA, and the Health Information Portability and Accountability Act (“HIPAA”). LEA commits not to disclose any protected health information (“PHI”) subject to HIPAA to ReachMyTeach.

Furthermore, LEA acknowledges that it is in compliance with all third-party copyright and trademark laws concerning any content uploaded or transmitted through the Services. LEA agrees to fulfill all legal, regulatory, and contractual obligations regarding the provision and usage of LEA Data, including securing necessary consents for sending notifications to all End Users. LEA acknowledges its responsibility for any extra charges incurred due to sending notifications, such as phone calls, text messages, or data fees.

5. Changes to the Agreement and Terms of Use. ReachMyTeach reserves the right to modify, amend, or update the Agreement, Terms of Use, and Privacy Policy ("Modifications") at any time. ReachMyTeach will provide notice of material Modifications, determined by ReachMyTeach in its sole discretion, to LEA through reasonable means, which may include notification on ReachMyTeach’s website or sending notice to the email address associated with LEA’s account. Material Modifications will become effective thirty (30) days after such notification, unless LEA provides written notice of objection prior to the expiration of such notice period. If LEA timely objects to the material Modifications, the current version of the Agreement shall continue to govern the relationship between the parties until the expiration of the then current Term, at which point the relationship shall terminate unless LEA accepts the modified Agreement.
6. Fees and Payment. In exchange for the license granted above, commencing on the Billing Start Date, LEA shall pay ReachMyTeach for the Term hereof the Fees, payable in advance, based on the Services and the number of users identified in the Order Form, and on any other commercial terms contained in the Agreement. LEA shall inform ReachMyTeach of any increases in the number of users no later than seven (7) days after the date of such increase and the Order Form will be deemed amended accordingly.
7. Professional Services. During the term of the Agreement, LEA may request ReachMyTeach to perform computer professional services in the nature of software development, customization add-in, documentation, and/or integration services (hereinafter, “Professional Services”). Upon receipt of a request, ReachMyTeach may provide LEA with a written proposal, and when the Parties agree to all requirements of the proposed Professional Services, a Task Order for the Professional Services shall be executed by the Parties. All Task Orders shall be subject to the terms and conditions of the Agreement. Services performed by ReachMyTeach are not exclusive to LEA, and ReachMyTeach may perform services of any type or nature for any other person or entity at any time.
8. Proprietary Rights.
   1. Reservation of Rights. LEA acknowledges that in providing the Services, ReachMyTeach utilizes: (i) the name, logo, and domain name of the product names associated with the Services and other trademarks; (ii) certain audio and visual information, documents, software, and other works of authorship; and (iii) other technology, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions, and other tangible or intangible technical material or information (collectively “ReachMyTeach Technology”) and that the ReachMyTeach Technology is covered by intellectual property rights owned or licensed by ReachMyTeach (“ReachMyTeach IP Rights”). Other than as expressly set forth in the Agreement, no license or other rights in the ReachMyTeach IP Rights are granted to LEA, and all such rights are hereby expressly reserved.
   2. LEA Data. LEA Data submitted by LEA to the Service, whether posted by LEA or by third parties, remains the sole property of LEA. LEA Data is not considered Proprietary Information for the purposes of the Agreement and is subject to the Terms of Use, and Privacy Policy. ReachMyTeach may provide certain End User registration and statistical information such as usage or End User traffic patterns in aggregate form to third parties, provided that such information does not include LEA or personally identifying information. ReachMyTeach may access End User accounts, including, without limitation, LEA Data, to respond to service or technical problems.
   3. Use of LEA Marks Generally. ReachMyTeach acknowledges and agrees that (i) LEA owns certain Marks; (ii) LEA owns or has certain merchandising and commercial rights in and to the LEA Marks and all goodwill associated with or symbolized by the LEA Marks; and (iii) such LEA Marks have secondary meaning. ReachMyTeach shall not act inconsistently with regard to ownership of the LEA Marks and appurtenant goodwill. Nothing contained in the Agreement shall be deemed to constitute or result in an assignment of any of the LEA Marks or the creation of any equitable or other interests in them. Notwithstanding the foregoing, LEA hereby grants to ReachMyTeach a limited, non-exclusive, royalty-free license to use LEA's name, logo, and other Marks for marketing, promotional, and reference purposes during the Term of this Agreement, including but not limited to client lists, case studies, press releases, website content, and advertising materials. ReachMyTeach agrees to comply with any reasonable written guidelines provided by LEA regarding the use of such Marks.
9. Disclaimer. LEA ACKNOWLEDGES AND AGREES THAT THE SERVICE(S), THE CONTENTS THEREIN, AND ANY ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, AND REACHMYTEACH DOES NOT MAKE ANY AND HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
10. Indemnification. LEA, at its expense, will defend, indemnify, and hold ReachMyTeach harmless from and against any and all third-party claims for damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable attorney’s fees, finally awarded by a court of competent jurisdiction, after all rights of appeal are exhausted, against ReachMyTeach which directly relate to a claim, action, lawsuit, or proceeding made or brought against ReachMyTeach by a third party alleging the infringement or violation of such third party's registered patent, trade secret, copyright, or trademark (each a “ReachMyTeach Claim”) by way of ReachMyTeach's use of any LEA content that LEA provides to ReachMyTeach and ReachMyTeach uses in the provision of any Services.
11. Limitation of Liability. REACHMYTEACH AND ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AND LICENSORS (“THE PARTIES”) WILL NOT BE LIABLE (JOINTLY OR SEVERALLY) TO LEA, AUTHORIZED USERS, OR ANY THIRD PARTY, FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS AND LOST REVENUES (COLLECTIVELY, THE “EXCLUDED DAMAGES”), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ANY OF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. IN NO EVENT WILL THE LIABILITY OF THE PARTIES ARISING OUT OF ANY CLAIM RELATED TO THE AGREEMENT EXCEPT FOR INTELLECTUAL PROPERTY INFRINGEMENT OR THE SUBJECT MATTER HEREOF EXCEED THE AMOUNT PAID BY LEA HEREUNDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM OR $100, WHICHEVER IS GREATER. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW. LEA WILL INDEMNIFY, DEFEND, AND HOLD HARMLESS REACHMYTEACH FOR ANY LOSS, DAMAGE, OR COST IN CONNECTION WITH ANY CLAIM OR ACTION WHICH MAY BE BROUGHT BY ANY THIRD PARTY AGAINST REACHMYTEACH RELATING TO ANY BREACH OF THE AGREEMENT BY LEA.
12. Term; Early Termination.
    1. Term. The Agreement shall become effective when LEA signs the Order Form and, unless terminated earlier in accordance herewith, shall continue from the Billing Start Date for the period specified in the Order Form. The Agreement shall automatically renew for subsequent like terms unless either Party gives the other written notice of its intention not to renew no later than ninety (90) days prior to the end of the then-current term. For clarity: (i) in the event LEA executes the Order Form after the Billing Start Date then the Agreement will be deemed effective from the Billing Start Date, and (ii) in the event LEA receives the Service before the Order Form is executed, then the Agreement shall be deemed effective from the Service Start Date. Modifications in any ongoing Fees in connection with direct access to a Feed shall be communicated to LEA no later than ninety (90) days prior to their effective date, and such modified Fees shall be deemed to replace those previously stated in the Order Form.
    2. Termination for Cause. Either Party may terminate the Agreement for cause: (a) upon thirty (30) days’ written notice of a material breach to the other Party of the Agreement or the Terms of Use, provided such breach remains uncured at the expiration of such notice period; or (b) immediately if the other Party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, which proceeding is not dismissed within sixty (60) business days.
    3. Data Retention and Deletion Upon Termination. Upon termination or expiration of this Agreement, LEA shall have a period of ninety (90) days (“Data Access Period”) from the effective date of expiration or termination to download all LEA data stored on ReachMyTeach’s systems. During the Data Access Period, ReachMyTeach will provide reasonable assistance to LEA in accessing and downloading LEA data and continue to comply with all data security and confidentiality obligations set forth in this Agreement. LEA shall be solely responsible for downloading all desired LEA data within the Data Access Period and bearing any costs associated with data retrieval or transfer. Upon expiration of the Data Access Period, ReachMyTeach may permanently delete all LEA data from its systems, including backup and archival copies, except as required by applicable law. 

13. Confidentiality. LEA and ReachMyTeach understand and agree that in the performance of the Agreement each Party may have access to private or confidential information of the other Party which either is marked as “confidential” or the receiving Party should reasonably know under the circumstances that such information is confidential and/or proprietary information of the other Party. Each of us shall hold such information in confidence and not, without the consent of the other, disclose it to a third party or use it for any purpose other than in performance of the Agreement. This obligation of confidentiality shall not apply to information that is generally available to the public through no act or omission of the receiving Party or becomes known to the receiving Party through a third party with no obligation of confidentiality, or is required to be disclosed by law, court or by any government or regulatory authority. If any confidential information is required to be disclosed by statute, rule, regulation, or order of any court of competent jurisdiction, before any such disclosure the receiving Party will provide notice to the disclosing Party reasonably sufficient to allow the disclosing Party the opportunity to apply for a protective order or other restriction regarding such disclosure All confidential information will remain the exclusive property of the owner. 
14. Governing Law; Jurisdiction; Arbitration.
    1. Jurisdiction. Except with respect to the Student Data Processing Agreement, which shall be governed by the terms set forth in the Student Data Processing Agreement, the Parties agree that the Agreement shall be governed by the laws of the State of Maine, notwithstanding any principles of conflicts of law. LEA specifically consents to personal and exclusive jurisdiction by and venue in the State and Federal courts of Portland, Cumberland County, Maine, in connection with any dispute between the Parties arising out of or involving the Agreement or Services.
    2. Arbitration. The Parties agree that any claim and/or controversy of every kind and nature arising out of or relating to the Agreement, including any questions concerning its existence, negotiation, validity, meaning, performance, nonperformance, breach, continuance or termination shall be settled by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules and, in such case (A) the arbitration proceedings shall be conducted before a panel of three arbitrators, with each party selecting one disinterested arbitrator from a list submitted by the AAA and the two disinterested arbitrators selecting a third arbitrator from the list, (B) each party shall bear its own costs of arbitration, (C) all arbitration hearings shall be conducted in Portland, Cumberland County, Maine, and (D) the provisions hereof shall be a complete defense to any suit, action or proceeding instituted in any Federal, state or local court or before any administrative tribunal with respect to any claim or controversy arising out of or relating to this Agreement and which is arbitrable as provided in this Agreement (provided that either party may seek injunctive relief in a court of law or equity to assert, protect or enforce its rights in any intellectual property and/or confidential or proprietary information as described in this Agreement).
15. Miscellaneous.
    1. Notice. All notices to a Party hereunder shall be in writing and delivered by certified mail (return receipt requested), overnight courier service, or by email to the designated email address of the receiving Party (verified by automated receipt or electronic logs), with confirmation by the above-described mailing methods to the address(es) set forth on the Order Form. Notice will be deemed delivered and received on the date it is actually received.
    2. Amendment. Except as provided in Section 5, the Agreement may not be amended except in a writing executed by authorized representatives of LEA and ReachMyTeach.
    3. Assignment. The Agreement is not transferable, assignable, delegable, or sublicensable by LEA in whole or in part, without the prior written permission of ReachMyTeach. The Agreement will be binding upon and inure to the benefit of the Parties and their respective successors, trustees, administrators, and assigns.
    4. Survival. The following obligations of the Parties will survive termination or expiration of the Agreement for any reason: Sections 1, 6, 8, 9, 10, 13 (but only for three (3) years after such termination or expiration), and 14, of the Agreement and any payment obligations of LEA that accrue prior to such termination or expiration.
    5. Independent Contractor. ReachMyTeach is acting in performance of the Agreement as an independent contractor, and not as LEA’s agent or employee. 
    6. Waiver of Rights. Except where specifically stated to the contrary, all remedies available to either Party for breach of the Agreement under the Agreement, at law, or in equity, are cumulative and nonexclusive. A waiver or failure of either Party at any time to require performance by the other Party of any provision hereof will not affect the full right to require such performance at any time thereafter.
    7. Injunctive Relief. If LEA breaches Sections 2, 3, or 13 of the Agreement, ReachMyTeach will be entitled, in addition to any other rights available under the Agreement or at law or in equity, to apply for immediate injunctive relief without any requirement to post a bond or other security and LEA acknowledges and agrees to not contest such application.
    8. Severability. If any provision or portion thereof of the Agreement or its application in a particular circumstance is held to be invalid or unenforceable to any extent in any jurisdiction, such provision or portion thereof will, as to such jurisdiction only, be ineffective to the extent of such unenforceability. All other provisions and portions of them hereunder will not be affected by the invalidity and will be valid and enforced to the fullest extent permitted by law.
    9. Force Majeure. Any failure or delay by ReachMyTeach in the performance of its obligations pursuant to the Agreement will not be deemed a default or breach of the Agreement or a ground for termination to the extent such failure or delay is due to computer or internet or telecommunications breakdowns, denial of service attacks, fire, flood, earthquake, elements of nature or acts of God, pandemics, epidemics, local disease outbreaks, public health emergencies, communicable diseases, and quarantines, acts of war, terrorism, riots, civil unrest, rebellions or revolutions in the United States or any nation where the obligations under the Agreement are to be executed, strikes, supplier and third-party failure, lockouts, or labor difficulties, or any similar cause beyond the reasonable control of ReachMyTeach.
    10. Entire Agreement. The Agreement contains the final and entire agreement of the Parties and supersedes all previous and contemporaneous verbal or written negotiations, understandings, or agreements regarding the Agreement’s subject matter.