SAT Suite of Assessments Program Agreement

SAT School Day, PSAT/NMSQT, PSAT™ 10, and PSAT™ 8/9 PROGRAM AGREEMENT

This Agreement, including all schedules, riders, or attachments, (“Agreement”) is by and between you ("Client", "you" or "School") and College Board.

Your school(s) is/are participating in one or more of the following national standardized assessment programs:

• SAT School Day
• PSAT /NMSQT (PSAT/NMSQT is a registered trademark jointly owned by College Board and the National Merit Scholarship Corporation and should be so noted in all communications.)
• PSAT 10
• PSAT 8/9

If your school, district or state, as applicable, has an existing signed written contract with College Board, the terms and conditions of that contract will supersede any conflicting terms contained herein.

1. Your Responsibilities: SAT School Day, PSAT/NMSQT, PSAT 10, and PSAT 8/9 Program Guidelines. In connection with the use of one or more of the above national standardized assessments, you agree that you will:
   • comply with the SAT Suite of Assessment Terms and Conditions in Exhibit A below and incorporated herein (These are important legal terms. Please review them carefully).
   • comply with the Terms and Conditions for Administering Accommodated Tests in Schedule 1 below and incorporated herein (These are important legal terms. Please review them carefully).
   • comply with the Legal Terms for Educators and Institutions at https://privacy.collegeboard.org/educator-legal-terms?navId=gf-edterms.
   • review the information in Schedule 2 below and incorporated herein about College Board’s mobile application available for students.
   • place orders by the ordering deadline. Orders cannot be decreased after the ordering deadline for SAT School Day, PSAT/NMSQT, PSAT 10 or PSAT 8/9.
   • designate personnel to act as a Test Coordinator, SSD Coordinator, Technology Coordinator, Proctors and Monitors (collectively, “Designated Personnel”).
   • ensure compliance with the requirements for training and other guidelines in the Guides shared with you. College Board reserves the right to cancel your test administration if your Designated Personnel fail to complete any required training.
   • verify and update, if necessary, the Test Coordinator name and contact information.
   • submit Eligibility Forms for students with disabilities who do not already have a College Board SSD Eligibility Code (see calendar for deadlines).
   • administer the test to students under standard College Board national test administration and security policies, procedures and protocols as specified in training and/or instructional material shared with you and in compliance with Designated Personnel Guide directions.
   • administer the test only during the authorized testing window for which the school is registered.
   • receive emails from College Board regarding the tests and their related offerings and share emails and coordinate communications with other staff at your schools as necessary.
   • There is always a risk of disruption during paper or digital testing, including, without limitation, computer issues. College Board has endeavored to put in place procedures to allow administrators and students to recover from such disruption and complete testing.
   • Despite such efforts, you understand that there are situations where College Board's only option is to complete testing on the other days during the testing window. This is your sole remedy in relation to such disruption.
     • Testing may not be available in the case of severe weather or other disruptions, including without limitation epidemics, that require lengthy closures at your school that extend beyond the end of the testing window.
     • For more information on what to do in the event of extended closure due to a weather or disruptions including without limitation epidemics, see our website.
2. Digital Testing Requirements
   • The Technology Coordinator at each school will complete all required College Board Technology Coordinator Training and provide training access to other supporting staff. You will ensure compliance with training requirements for all testing staff.
   • The Technology Coordinator at each school will ensure the successful and accurate completion of all digital readiness and technology setup activities. These include: a dedicated device for Test Coordinator(s) to monitor test activities, a proctor device to administer the digital test in each testing room, and devices for each test-taking student with College Board’s Digital Testing Platform, Bluebook™, installed. Additional information on the devices required for test day, including recommendations on battery and power source, supported operating systems, supported web browsers, an network configuration can be found at https://satsuite.collegeboard.org/digital. You must ensure that each school can meet College Board Digital Testing Requirements as outlined on the referenced website.
   • You will ensure that school(s) consult College Board guides and training and adhere to the most up-to-date Digital Testing room seating policies.
   • You shall complete College Board’s Registration process for each student scheduled to test.
   • If you are administering the test with accommodations requiring the use of an approved assistive technology device, students should pre-test the device in the Student Digital Test Preview prior to test day to ensure operational functionality. If the digital accommodation supports within the Digital Test preview do not meet your students' testing needs, you should arrange for alternate accommodation supports.
3. Paper Testing
   • College Board may provide a limited number of paper test books for students requiring accommodations that cannot be delivered as a digital test or otherwise as approved by College Board.
   • You will keep all test books in locked storage until test date.
   • You will collect all test books at the end of the test.
   • You will promptly mail answer sheets, test books, Coordinator's Report Form, remittance for test fees, and, if necessary, Coordinator's Irregularity Report.
   • You will return answer sheets to College Board as soon as possible after the test administration (Late returns could impact the availability of scores and student eligibility for scholarship programs where applicable).
4. Program Materials (applies to all assessments unless otherwise noted):
   
   Materials for Students:
   • Link to the Student Guides.
   • Test materials delivered through College Board’s Digital Testing Platform, Bluebook™. Assessment score report delivered as a PDF to you via College Board’s K-12 Reporting Portal.
     • The ability to send SAT scores to colleges, scholarship programs and other designated score recipients via College Board website, collegeboard.org in the SAT section.
   • Student score report (PSAT/NMSQT, PSAT 10 and PSAT 8/9).
   • For SAT (starting Spring 2024), PSAT/NMSQT and PSAT 10, information from College Board to help students understand and navigate post-secondary and career pathways and opportunities through a College Board mobile application, as described in Schedule 2 below (Schedule 2 contains important information about these services. Please be sure to review. If you have questions about these services or the opt out of certain features as described below, please continue with you order. You will have the opportunity to make changes as described below after you complete your order).
   • Access to SAT Practice Tools and Support as set forth below.
   • Access to Blueboook and the test at school (You will have access to a digital test preview to demonstrate the navigation and tools available to students in Bluebook).
   • For PSAT/NMSQT and PSAT 10, information about scholarship and recognition programs, offered by each of National Merit Scholarship Corporation and College Board, as applicable.
   Materials for Schools:
   • Materials to support test administration.
   • You will receive online access to a test day toolkit (TDTK), College Board’s digital test administration tool, and a downloadable PDF of the School Day Testing Coordinator Guide.
   • Access to a digital test preview to demonstrate the navigation and tools available to students in the digital testing platform.
   • Materials to support students receiving accommodations which require a paper test, including applicable instructions and the paper testing materials.
   • Access to individual student score reports and aggregate score reports, and downloadable student data file delivered via College Board’s K-12 Reporting Portal.
   • Access to AP Potential™ via College Board website.
   • For SAT, PSAT/NMSQT and PSAT 10, insights and reporting on students' participation in the College Board mobile application and insights to support student engagement in exploring college and career information and opportunities, as further described in Schedule 2.
   Reports for Districts (if applicable):
   • Access to individual student score reports and aggregate score reports, and downloadable student data file, delivered via College Board’s K–12 Reporting Portal.
   • Access to AP Potential via College Board website.
5. Delivering SAT Practice Tools and Support. In addition to the free practice tools available at http://sat.collegeboard.org/practice, all students will have access to a) free, full-length practice tests in Bluebook and b) free, focused practice resources through College Board’s collaboration with Khan Academy. Practice materials for the SAT exam are available at the Khan Academy website. You and your students shall use the Khan Academy practice tool and materials in accordance with Khan Academy’s guidelines.
   
   Additional SAT written products (e.g., publications) and services (e.g. Professional Development Workshops) are not included as part of this Agreement. You may purchase these products and services separately.
6. College Board Collection and Use of Data. You acknowledge and agree that the data collected from the administration of the assessment(s) ordered under this Agreement is subject to College Board’s privacy policies, available at https://privacy.collegeboard.org.

College Board shall collect from you the following student data in connection with the registration of the assessments you are ordering under this Agreement, with those asterisked required for registration. You and College Board agree to comply with the Family Educational Rights and Privacy Act, 20 U.S.C. s. 1232g, and its implementing regulations, 34 C.F.R. pt. 99 ("FERPA"), as applicable. You will obtain any and all consents necessary for students to participate in the assessment(s), if any.

• *First and last name
• Middle initial
• *Date of Birth
• *Attending institution (AI Code)
• *Grade
• *Gender
• *Test administration indicator (that is, which assessment)
• *Season for testing
• Student identifier

College Board may collect additional data and information from students in connection with the assessments, all of which is optional and subject to College Board’s privacy policies. See Schedule 2 for more information.

For digital testing, College Board will receive certain information about the device to ensure the device is compatible and monitor the actions taken in Bluebook for test security purposes, as well as to develop and improve College Board products and services.

College Board may also collect, retain, use and share students' personally identifiable information to perform this Agreement and for the purposes outlined below.

• State Scholarship Organizations: State affiliated scholarship organizations may receive student data for the purposes of eligibility for a scholarship or recognition program.
• National Presidential Scholars: Eligible students are shared with the US Department of Education for purposes of the U.S. Presidential Scholars Programs.
• National Recognition Programs: College Board uses student data to determine eligibility and administer its National Recognition Programs and share information with the students’ high school about the students’ recognition status.
• For PSAT/NMSQT, College Board will share scores and other information provided by students during testing with the National Merit Scholarship Corporation (NMSC) in order for NMSC to determine whether students are eligible for its National Merit Scholarship Program in accordance with the PSAT/NMSQT Student Guide and www.nationalmerit.org.
• Score Reporting to Students.
• SAT Score Sends: Students may identify institutions to receive their SAT scores. Student scores are only provided to higher education institutions and scholarship organizations when authorized by students.
• Score Report to Schools, Districts and State. Schools, Districts and the State will have access to students’ assessments score(s) and data derived from the score(s).
• Accommodations: College Board uses student data to process applications for testing accommodations and to communicate with the SSD coordinator and students regarding accommodations.
• Test Security: College Board may use student data to identify and investigate potential test security incidents, and protect and enhance test security, and disclose the results of test security investigations with third parties, including to the student’s school, any score recipient, college, higher education institution or agency, scholarship organization, potential score recipient government agency in the U.S or abroad, parents, legal guardians, or law enforcement.
• Research: College Board may use de-identified data obtained from student test-takers for psychometric and educational research purposes to evaluate the validity of our assessments and ensure that tests are unbiased in terms of race, gender, and culture. College Board may also use data to maintain, develop, support, improve and diagnose our services and applications.
• Other: College Board may disclose student data as required by law, when we believe in good faith that it’s necessary to protect our rights, protect an individual’s safety or the safety of others, investigate fraud, or respond to a government request.

You acknowledge that students may desire to continue and further develop a direct relationship beyond the administration of SAT Suite of Assessments for the purposes of students’ college and career readiness by utilizing College Board’s services available to all students. The terms and conditions of this Agreement related to the collection, maintenance, use, and disclosure of data shall only apply to the data College Board receives in connection with this Agreement. Nothing in this Agreement is intended to diminish or interfere with student rights in their assessment data, and no provisions in this Agreement are intended to address or cover data that College Board has, or may receive, for services which are outside the scope of this Agreement.

College Board agrees to adhere to the Data Protection, Security Measures and Notice provisions set forth in Schedule 3.

SCHEDULE 1–Terms and Conditions for Administering Accommodated Tests

If your school, district, or state, as applicable, has a signed written contract with the College Board, the terms and conditions of that existing contract will supersede any conflicting terms contained here.

SAT School Day; PSAT/NMSQT; PSAT 10; PSAT 8/9

1. You are responsible for ensuring that an appropriate accommodations coordinator (‘SSD Coordinator’) is designated for each school to facilitate the application for and administration of approved accommodations.
2. Accommodations for students with disabilities will be granted and administered according to College Board’s standard eligibility and administration procedures.
3. SSD Coordinators are responsible for notifying students when and where to report on test day.
4. Early testing or testing at times other than those published by College Board is not permitted under any circumstances.
5. All accommodations administered must be approved by SSD. Students who use accommodated test materials without the College Board's prior approval may not receive scores or may otherwise have their scores cancelled or invalidated.
6. English Learner (EL) Supports for SAT School Day, PSAT 10 and PSAT 8/9 like translated directions and the use of word-to-word glossaries do not require approval or special test formats.
7. Test coordinators may order special test formats that best match students’ accommodations, including, for example, braille with raised line drawings; contracted, large-print materials; and reader's script, such as text or prerecorded audio (MP3 via streaming).

SCHEDULE 2-College Board's Mobile Application (only available for students taking the SAT, PSAT/NMSQT and PSAT 10)

College Board shall provide the following educational services to help students navigate post-secondary and career pathways and to help K-12 educators and counselors serve their students' needs (collectively, “Educational Services”).

"App" refers to a College Board mobile application that students can download from the App Store to access Educational Services.

SCORE INFORMATION: In the App, students may access their scores and other score information (collectively, “Score Information”) for College Board assessments delivered pursuant to this Agreement and pursuant to other agreements that College Board has with your school, district, or state, as applicable (collectively, “Covered Assessments”).

RECOMMENDATIONS: In the App, College Board will provide students with educational information and recommendations about college and career options including, for example, postsecondary options and opportunities, career pathways, scholarships, National Recognition Program potential eligibility, financial aid and paying for college information, and opportunities to participate in College Board research studies (collectively, “Recommendations”). In providing and customizing Recommendations, College Board may use student information collected in connection with Covered Assessments and through students’ use of Educational Services.

CONNECTIONS*: Connections is a College Board program through which students are provided information about non-profit colleges, universities, scholarship organizations and other nonprofit educational organizations (“Eligible Institutions”) based on criteria provided by those Eligible Institutions, which may include student interests, demographics, assessment score ranges, students' use of Educational Services, and other information collected by College Board during Covered Assessment(s) for which the student opts-in to Connections. The students’ interests and preferences, such as through user controls within the App, may also influence and personalize the students’ experiences within the App and the content delivered to them through Connections. Connections is entirely optional, and students must affirmatively opt-in if they wish to participate.  Unless you direct College Board to exclude your students from Connections (as further described below), students can opt-in during Covered Assessments or in the App. Students can opt-out any time, as described more fully below.

Opted-in students may receive information and messages from Eligible Institutions in the App, by hard copy mail, and by email, subject to the student providing their home address, email, and/or downloads the mobile application, all of which data elements are optional (collectively, “Messages”). Eligible Institutions do not know the identity of a student to which they have been matched unless and until the student chooses to provide their personal information directly to the Eligible Institution, which the student can only do outside of the App and outside of the Educational Services. For example, a student may be able to link from the application to a webpage or webform hosted by that college. College Board may track students access to such links/webpages for purposes of reporting and analytics, but College Board will not disclose such information to Eligible Institutions other than in de-identified and aggregated form. College Board never shares students' personally identifiable information with Eligible Institutions as part of Connections.

Messages are created by Eligible Institutions and may include text, images, videos, and interactive elements. While the messages may be personalized by College Board (e.g., student name at the top of an email) through automated means, College Board does not create, edit, or approve of Messages and is not responsible for Messages.

Students who choose to opt-in to Connections can opt out at any time, for any or all Covered Assessment(s). Students can also choose to remain in Connections for any or all Covered Assessment(s) but opt-out of individual communications channels (emails, hardcopy mailings, and in-App). Students have multiple ways to opt-out, including, an opt-out feature within the App, an unsubscribe option from Connections emails, opt-out instructions included in each mailing, and by contacting College Board’s customer service.

ADDITIONAL DETAILS REGARDING EDUCATIONAL SERVICES:

There is no incremental cost for Educational Services.

College Board shall provide you with reporting on your students’ use of Educational Services, with the content and cadence within College Board's sole discretion.

College Board collects certain information from students during Covered Assessments to ensure test validity and fairness, for identity matching, and the purposes described above under the "College Board Collection and Use of Data" section. College Board also uses that information in Educational Services, as described above. For students who use the App, they may be able to update this information within the App, if they so choose. All questions are optional. More information about College Board’s Privacy Policies is located at collegeboard.org/privacycenter.

Questions include the following:

• Home/Mailing Address
• Mobile Phone Number
• Email Address
• Race
• Ethnicity
• First Language
• Best Language
• GPA
• Intended College Major
• Level of Education Aspirations
• Parents’ Level of Education

The following are only asked for the PSAT/NMSQT:

• Whether the student is enrolled in high school traditional or homeschooled
• Whether the student will complete or leave high school and enroll full-time in college
• How many total years the student will spend in grades 9–12
• Whether the student is a U.S. citizen

To use the App, students provide a mobile number during the administration of the Covered Assessment and are encouraged to provide an email address solely for App account recovery purposes. By providing their mobile number, the student authorizes College Board to text them to download and authenticate into the App, about their scores, including when their scores are available, and with App notifications (if the student elects to turn on those notifications). The foregoing is clearly explained to the student. The student’s phone number authenticates the student into the App. College Board does not use mobile numbers collected during Covered Assessments for any other purposes.

You may direct College Board to automatically exclude your students from Connections for one of more Covered Assessments by contacting College Board Customer Service at (866) 609-1369. You may visit collegeboard.org/connections-tc for more information about Connections and for access to an opt-out form. Your purchase confirmation email will include a link to collegeboard.org/connections-tc and the opt-out form.

• Opt-outs must be submitted before the Ordering Deadline to suppress displaying the Connections opt-in to students during their testing experience for the Covered Assessment(s).
  • If a student had already opted-in to Connections before you opted-out of Connections for a Covered Assessment, (i) the student’s data from Covered Assessment(s) for which you opted out of Connections will no longer be used for Connections upon College Board’s implementation of your opt out; (ii) the student’s data from any Covered Assessment(s) for which you chose not to opt-out of Connections may continue to be used for Connections and the student may still use the Connections feature within the App; and (iii) if you exclude your students from Connections for all Covered Assessments, use of the student data for Connections for those Covered Assessments will cease upon College Board’s implementation of your opt out, the students will not receive any new Messages, and any previously delivered Messages may be still accessed by students.
• In some instances, your district or state may have elected to opt-out your students and College Board will abide by that exclusion for your students.
• If you opt-out, you may revoke this opt-out election by contacting College Board at SAT Customer Service at 888-SAT-HELP, +1-212-520-8600 (International), or email [email protected].
• If you opt-out, your students will not going forward be able to opt-in to Connections for the Covered Assessment(s) for which you opted out of Connections.
• Upon opt-out, students will still be able to use the App to receive Score Information and Recommendations, so long as the student provides their mobile number during the Covered Assessment.

Students may have opportunities to link from the App to BigFuture® and to other college and career planning services on College Board’s website, www.collegeboard.org. Those services are not part of Educational Services and do not use student data collected under this Agreement, the only exception being scores on College Board assessments, as all students have independent rights in their own test scores. Students use BigFuture in their personal capacity and may need a personal College Board account to use certain features. Students with personal College Board accounts may also be able to access their scores through their personal accounts. Students may also have opportunities to copy data from their personal College Board accounts to Educational Services for use by Connections. Such data copies shall be considered part of Educational Services and those copies are subject to the same privacy rules as student data collected during Covered Assessments. collegeboard.org/privacycenter.

Some states, districts and other organizations send data protection agreements or similar as part of their procurement process. You agree that any such agreement that College Board may receive in connection with this Agreement is not intended to and does not contradict this Agreement.

*Not offered in New York at this time.

SCHEDULE 3—Data Protection, Security Measures and Notice

Data Protection. College Board shall take actions to protect the security and confidentiality of personally identifiable information that may be obtained pursuant to this Agreement in a manner consistent with industry standards. College Board will maintain a SOC 2 Type II report.

College Board has security measures in place designed to help protect against loss, misuse and alteration of the data under College Board’s control. College Board shall develop, implement, maintain and use reasonably appropriate administrative, technical and physical security measures to preserve the confidentiality, integrity and availability of personally identifiable information that may be obtained pursuant to this Agreement, as determined by College Board. College Board shall host content in a secure environment that uses Web Application Firewalls/security groups and other advanced technologies designed to prevent interference or access from outside intruders.

College Board encrypts personally identifiable information that may be obtained pursuant to this Agreement in transmission and storage where technically feasible and when designed as being appropriate by College Board. If not, other security controls may be implemented to reduce risk, mitigate risk, or otherwise protect the data as determined solely by College Board. When College Board’s platforms are accessed using a supported web browser, Transport Layer Security ("TSL") or equivalent technology protects information while in transit, using both server authentication and data encryption to help secure the data and limit availability to only authorized users.

You shall be responsible for removing access to College Board’s platforms for any personnel who no longer should have access, or promptly notifying College Board to request removal of any such access.

Security Measures. College Board will extend the confidentiality requirements and security measures identified in this Agreement by contract to subcontractors used by College Board, if any, to provide services related to this Agreement. College Board will use appropriate and reliable storage media, regularly backup data and retain such backup copies for the duration of this Agreement, as defined by College Board. You acknowledge that College Board utilizes cloud hosting service providers throughout its infrastructure. College Board will store personally identifiable information that may be obtained pursuant to this Agreement in the United States where technically feasible and reasonable, as determined solely by College Board.

EXHIBIT A—SAT Suite of Assessments Terms and Conditions

Term and Termination. This Agreement commence on July 1, 2023 and will expire on June 30, 2024 ("Term"). If either party breaches any of the provisions of this Agreement, either party shall have the right to give the other party written notice to cure such breach within thirty (30) days and, if such breach is not cured within a thirty (30) day period, either party shall have the right to terminate this Agreement, without waiver of any other remedy, whether legal or equitable; provided, however, if you breach the Representations and Warranties, Ownership, or Confidentiality provisions, then College Board shall have the right to terminate this Agreement immediately.

Rights After Termination. If this Agreement is terminated for any reason, you shall (a) immediately cease all use of the materials, and (b) promptly return or destroy, at College Board's direction, content and materials, and all copies thereof, and all other confidential information of College Board then in your possession or under your control.

Partial Payment Upon Termination. You will pay College Board for all services performed, products furnished, and licenses granted, including any costs associated with the initial deployment of resources in preparation for providing the testing materials under this Agreement, through the effective date of any termination in accordance with invoices issued or to be issued by College Board.

Fees and Payment. You shall pay fees for the assessments and deliverables furnished during the 2023-24 implementation year. Payment terms are Net 30. If you are using federal funds to pay for all or a portion of the services furnished by College Board under this Agreement, you acknowledge and agree that College Board shall not be categorized as a "subrecipient" receiving a federal award as defined by OMB Circular Subpart A.210(c) of Circular No. A-133. College Board shall be defined as a "vendor" that provides good and services within normal business operations, provides similar goods or services to other purchasers and operates in a competitive environment. You acknowledge and agree that the substance of the relationship with College Board is that of a vendor not a subrecipient.

Taxes. You agree to pay any sales, use, value added or other taxes or import duties (other than College Board's corporate income taxes) based on, or due as a result of, any fees paid to College Board under this Agreement, unless you are exempt from such taxes and has furnished College Board with a valid tax exemption certificate.

Representations and Warranties

(i) Authority. You represent and warrant that you are empowered under applicable state laws to enter into and perform this Agreement and you have caused this Agreement to be duly authorized, executed, and delivered.

(ii) College Board Services Warranty. College Board represents and warrants that it shall perform its obligations under this Agreement in a professional, workmanlike manner.

(iii) College Board Disclaimer of Implied Warranties. EXCEPT AS PROVIDED ABOVE, COLLEGE BOARD MAKES NO WARRANTIES WHATSOEVER AND PROVIDES THE SERVICES AND DELIVERABLES, AS APPLICABLE, ON AN "AS IS" AND "AS AVAILABLE" BASIS. COLLEGE BOARD HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. COLLEGE BOARD DOES NOT WARRANT THE OPERATION OF THE SERVICES TO BE UNINTERRUPTED OR ERROR-FREE OR THAT ALL DEFICIENCIES OR ERRORS ARE CAPABLE OF BEING CORRECTED. FURTHERMORE, COLLEGE BOARD DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE SERVICES OR THE RESULTS OBTAINED THEREFROM OR THAT THE SERVICES WILL SATISFY YOUR REQUIREMENTS.

Ownership of Intellectual Property. College Board is the exclusive owner of all rights in and to the digital Testing Platform, Bluebook, Test Day Toolkit (TDTK), K-12 Reporting Portal, AP Potential, guidebooks for students and Designated Personnel, SAT exam, SAT with Essay exam, PSAT/NMSQT, PSAT 10, and PSAT 8/9 examinations, all individual test items (questions) contained therein, including all copies thereof, test booklets, all examination materials and all data collected therefrom, including but not limited to student scores derived from the exam, are at all times exclusively owned by College Board. In addition, College Board is the exclusive owner of AP Potential and all publications and reports associated with SAT exam, SAT with Essay exam, PSAT/NMSQT, PSAT 10 and PSAT 8/9 described in this Agreement including all copyrights, trademarks, trade secrets, patents, and other similar proprietary rights, and all renewals and extensions thereof (all platforms, exams and related material referenced in this provision are collectively referred to as "College Board Intellectual Property"). You acknowledge and agree that nothing in this Agreement shall be interpreted to indicate that College Board is passing its proprietary rights in and to College Board Intellectual Property to you.

Except as expressly provided herein, you are prohibited from copying, disseminating, publishing, displaying or distributing in any form, or reproducing any questions from the assessments including from digital testing or paper test booklets (if used) in whole or in part, without the prior written consent of College Board.

SAT Suite Question Bank and License. The SAT Suite Question Bank provides educators with the ability to access released PSAT 8/9, PSAT 10, and SAT questions by content domain, and score bands are provided for each question. College Board will release at least one full "adaptive test panel" of content for each section of each assessment each year.

College Board grants you a non-exclusive, limited and revocable license to use the SAT Suite Question Bank and any other released questions for the sole purpose of classroom teaching and internal reporting purposes. You understand and acknowledge that the questions and answers explanation include College Board copyrighted content and may also include third party copyrighted content for which you may only use for the aforementioned purposes. You acknowledge and agree that you have no right to upload or post online, cache, reproduce, modify, display, edit, alter or enhance any portion of the SAT Suite Question Bank questions and answers or the third-party content in any manner unless it has express written permission from College Board and the owner of the third-party content.

College Board reserves the right to revoke the above license grant if you violate the terms of the license. In addition, College Board shall not be liable to you nor any third party for your use of the question and answers explanation (including but not limited to, any copyright infringement claims) beyond the scope of the license.

Student Score Report License. College Board hereby grants you a limited, nonexclusive, nontransferable, non-assignable right to access and use the student score reports provided for the assessment(s) pursuant to this Agreement for the legitimate educational purposes of internal analysis, which includes your internal training sessions, as long as the data used during training preserves the confidentiality of students. You may not use or distribute the score reports or the data derived from them externally or to third parties other than the student without the express written consent of College Board.

Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE TOTAL LIABILITY, IN THE AGGREGATE, OF COLLEGE BOARD AND ITS OFFICERS, TRUSTEES, PARTNERS, EMPLOYEES, AGENTS AND COLLEGE BOARD’S SUBCONTRACTORS AND CONSULTANTS, AND ANY OF THEM, TO YOU AND ANYONE CLAIMING BY, THROUGH OR UNDER YOU, FOR ANY AND ALL CLAIMS, LOSSES, COSTS, OR DAMAGES WHATSOEVER ARISING OUT OF, RESULTING FROM OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE WORK PERFORMED BY COLLEGE BOARD PURSUANT TO THIS AGREEMENT FROMANY CAUSE OR CAUSES, INCLUDED BUT NOT LIMITED TO THE NEGLIGENCE, PROFESSIONAL ERRORS OR OMISSIONS, STRICT LIABILITY OR BREACH OF CONTRACT OR WARRANTY EXPRESS OR IMPLIED OF COLLEGE BOARD OR COLLEGE BOARD’S OFFICERS, TRUSTEES, PARTNERS, EMPLOYEES, AGENTS, SUBCONTRACTORS OR CONSULTANTS OR ANY OF THEM, SHALL NOT EXCEED THE ACTUAL AMOUNT PAID TO COLLEGE BOARD UNDER THIS AGREEMENT FOR THE SPECIFIC DELIVERABLE SUBJECT TO THE DAMAGES CLAIM.

IN NO EVENT SHALL EITHER PARTY, THEIR AFFILIATES OR THEIR SUBCONTRACTORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES FOR LOSS OF PROFITS OR SAVINGS, LOSS OF USE, BUSINESS INTERRUPTION OR THE LIKE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Force Majeure. A party may be excused from performance of an obligation under this Agreement in the event that such performance is prevented by an act of God, act of war, terrorism, riot, fire, explosion, flood, epidemic, pandemic, government action or inaction, curtailment of transportation facilities, weather event, labor strikes, environmental or other contamination, natural event or other circumstance (whether or not listed above) that is beyond the control of, and could not reasonably be avoided by, such party, whether or not the applicable event is foreseeable.

Your Testing Delays. Should an event occur that would require your school(s) to close for reasons beyond the reasonable control of such school(s) (for example, including, but not limited to, severe weather, extended power outages, or a teacher’s strike) (a “Delay Event”), College Board will work with you and your school(s) to shift testing to an alternate administration, if available. College Board will not be liable if College Board’s shipping vendor is unable to timely deliver any paper test materials (to the extent required) to the school(s) for an alternate administration or should a Delay Event otherwise prevent the school(s) from administering the assessment on the alternate administration in accordance with the policies set forth in the Designated Personnel’s Guides. College Board will use its best reasonable efforts to support the change of testing window. College Board will assume any additional costs associated with rescheduling and delivering paper tests to participating schools impacted by a Delay Event up to one week prior to the alternate testing window. You will be liable for any additional fees associated with rush deliveries, publication reprints or incremental support incurred for deliveries within seven (7) days of an alternate testing window. College Board reserves the right to deny a change of testing window if, in its sole opinion, the additional work will endanger its vendors or its’ employees, agents, consultants, or if you have failed to promptly inform College Board of the need for a testing window change in time to allow delivery of applicable paper test materials. No additional administration of the assessment will be made available after the final testing window. You understand that by selecting the final testing window as their main testing window, if there is a Delay Event, there are no additional test dates. In such cases, this Agreement remains in full force and effect and you will not be charged any unused test fees.

Governing Law and Choice of Forum. If permitted by applicable law, this Agreement shall be construed in accordance with the terms and conditions set forth in this Agreement and the law of the State of New York without regard to choice or conflict of laws principles. To the extent permitted by law, any dispute or controversy arising out of or relating to this Agreement or otherwise shall be determined by a court of competent jurisdiction in New York County, New York State (or the Federal Court otherwise having territorial jurisdiction over such County and subject matter jurisdiction over the dispute); provided, however, that prior to the instigation of any such action (other than an action for equitable relief) a meeting shall be held at a mutually agreed upon location, attended by individuals with decision-making authority to attempt in good faith to negotiate a resolution of the dispute. If within forty-five (45) days after such meeting the parties have not succeeded in resolving the dispute, either party may proceed at law, or in equity, in a court of competent jurisdiction. You agree not to demand a trial by jury in any action, proceeding or counterclaim.

Notices. All notices or other communications hereunder shall be deemed to have been duly given and made if in writing and if served by personal delivery upon the party for whom it is intended on the day so delivered, if delivered by registered or certified mail, return receipt requested, or by courier service on the date of its receipt by the intended party (as indicated by the records of such of the U.S. Postal Service or the courier service). Notices sent by you to College Board shall be sent to:

Publicity. Each party agrees to promptly inform the other party of all media inquiries prior to responding thereto and to permit the other party to review and approve prior to release any press releases regarding this Agreement.

Relationship of the Parties. The relationship of you and College Board is that of independent contractors. Neither party nor their employees are partners, agents, employees, or joint ventures of the other party. Neither party shall have any authority to bind the other party to any obligation by contract or otherwise. College Board, its employees, and agents shall not be considered employees of you while performing these services and will not be entitled to fringe benefits normally accruing to employees of you. You recognize and agree that College Board is an independent contractor.

Third-Party Rights. Nothing contained in this agreement, express or implied, establishes or creates, or is intended or will be construed to establish or create any right in or remedy of, or any duty or obligation to, any third party.

Survival. It is agreed that certain obligations under this Agreement, which, by their nature would continue beyond the termination, cancellation, or expiration of these Terms, shall survive termination, cancellation, or expiration of this agreement.

Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any person or entity or any circumstance, is invalid or unenforceable, then (a) a suitable and equitable provision shall be substituted therefore in order to carry out so far as may be a valid and enforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons, entities, or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

Your Purchase Orders. Notwithstanding anything to the contrary, you agree that any Purchase Order submitted by you shall be subject to the terms and conditions of this Agreement shall override any terms and conditions included in your Purchase Order. College Board accepts your Purchase Order as a matter of convenience for billing purposes only.

Client Forms. If you need College Board to complete or deliver additional forms, including, for example, a W-9, sole source letter or certificate of insurance, please complete your order today and contact us at [email protected].

Integration, Execution and Delivery. Except if your school, district or state, as applicable, has an existing signed written contract with College Board, in which case the terms and conditions of that contract will supersede any conflicting terms contained herein, this Agreement constitutes the entire agreement between College Board and you and supersedes all prior written or oral understandings, bids, offers, negotiations, or communications of every kind concerning the subject matter of this Agreement, including your Purchase Order. No course of dealing between parties and no usage of trade shall be relevant to supplement any term used in this Agreement. Acceptance or acquiescence in a course of performance rendered under this Agreement shall not be relevant to determine the meaning of this Agreement and no waiver by a party of any right under this Agreement shall prejudice that party's exercise of that right in the future.

AGREEMENT: BY CHECKING THE BOX, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THIS AGREEMENT (INCLUDING ALL SCHEDULES, RIDERS, AND ATTACHMENTS) AND YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO SIGN THIS AGREEMENT ON BEHALF OF YOUR SCHOOL OR DISTRICT, AS APPLICABLE.