Last Updated: April 1, 2025
1. AGREEMENT
This Agreement (“Agreement”) is entered into by and between Gaggle.Net, Inc., a Delaware corporation with its principal office located at 5050 Quorum Drive, Suite 700, Dallas, TX 75254 (“Gaggle”), and the entity identified as the customer in the applicable Contract for Services (“Customer”). Gaggle and Customer are collectively referred to as the “Parties.”
This Agreement governs the terms and conditions under which Gaggle provides Customer access to certain software products, services, and related support as described in the applicable Contract for Services (the “Services”). The Services may include, without limitation, subscriptions to Gaggle’s cloud-based software, mental health services, crisis support, and associated updates and documentation.
Gaggle shall provide Customer with the necessary credentials, including usernames and passwords, to enable access to the Services. These credentials are for use by individuals authorized by the Customer, including employees, agents, independent contractors, students, and parents or guardians (collectively, “Authorized Users”). The Customer is responsible for ensuring compliance with this Agreement by all Authorized Users.
Gaggle reserves the right to modify or update this Agreement or any features of the Services at its sole discretion and without prior notice. In the event of material changes to this Agreement, Gaggle shall (a) Publish the updated Agreement on its website and (b) Notify the Customer via email to the primary address on file.
This Agreement, together with the Contract for Services, Service Level Agreement, Student and Staff Data Privacy Notice, and Website Privacy Policy, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior understandings, agreements, or representations.
In the event of a conflict between the terms of this Agreement and the provisions of a separately executed written agreement between the Parties that specifies Customer’s unique requirements (the “Customer Terms”), this Agreement shall control.
2. ACCEPTANCE OF TERMS
These Terms and Conditions (the “Terms”) establish the agreement under which Gaggle.Net, Inc. (“Gaggle”) will provide services (“Services”) to you, the customer (“Customer”). The compensation for Services shall be determined based on the rates and terms outlined in the applicable Gaggle invoice and Gaggle Contract.
By completing the registration process and providing Gaggle with accurate, current, and complete information, the Customer agrees to be bound by these Terms. If the Customer does not agree to any changes to the Terms, the Customer’s sole remedy is to terminate the Services in accordance with the provisions of Sections 9, 10, and 11.
3. UNAUTHORIZED ACCESS, PASSWORD-PROTECTED, AND SECURED AREAS
Users of Gaggle Services (“Users”) are responsible for all activities conducted through their usernames and passwords, including any unauthorized access. To enhance security, Gaggle recommends that Users periodically update their passwords. Access to and use of Gaggle’s password-protected or secured Services is strictly limited to authorized Users.
As part of the registration process for Gaggle Services, Users must provide accurate, current, and complete information. Users are solely responsible for maintaining the confidentiality of their usernames and passwords, whether chosen by the User or assigned by a third party on their behalf. Users agree to the following:
Violating these obligations may result in suspension or termination of access to the Services and may subject Users to civil liability or criminal prosecution.
Users must promptly notify Gaggle and any applicable administrator of any unauthorized use of their account or any known or suspected security breach.
4. PRIVACY AND SECURITY
Gaggle employs various measures to protect the security and privacy of its users. However, Users acknowledge that Gaggle cannot guarantee the absolute security or confidentiality of its Services. Gaggle disclaims any liability for harm caused directly or indirectly by the use of its Services.
Users should be aware that communications through third-party email services, such as those provided by Google Inc. and Microsoft Corporation, are not private. While Gaggle is not obligated to monitor User communications or content, it reserves the right to do so, including but not limited to:
At its sole discretion, Gaggle may disclose or provide access to content or communications to authorized personnel, the National Center for Missing and Exploited Children (“NCMEC”), and/or law enforcement agencies, as required by law or as deemed necessary.
For additional information regarding data security and privacy, please refer to Gaggle’s Data Privacy Policy.
5. CONFIDENTIALITY POLICY
As used in this Agreement, “Confidential Information” refers to proprietary information or materials disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) as a result of this Agreement. This includes, but is not limited to, research data, methodologies, products, services, processes, formulas, technologies, or other business information disclosed directly or indirectly, whether in writing, orally, or by other means.
Confidential Information does not include information that: (a) Was known to the Receiving Party at the time of disclosure, without a duty of confi dentiality, as evidenced by written records; (b) Is or becomes publicly available through no wrongful act or omission by the Receiving Party or anyone bound by confi dentiality obligations to the Disclosing Party; or (c) Is lawfully obtained by the Receiving Party from a third party without breaching confi dentiality obligations to the Disclosing Party.
Each party agrees to the following obligations regarding the other party’s Confidential Information during the term of this Agreement and thereafter:
The Receiving Party shall maintain the confidentiality of the Confidential Information with at least the same degree of care it uses to protect its own confidential information of a similar nature, but no less than a reasonable degree of care.
The Receiving Party shall not disclose the Confidential Information to any individual, entity, or third party except as expressly permitted under this Agreement or as required by applicable law, regulation, court order, legal process, or governmental, judicial, regulatory, or self-regulatory authority.
In the event disclosure is required by law or deemed advisable by legal counsel, the Receiving Party shall, to the extent permissible, promptly notify the Disclosing Party to allow for protective measures or other appropriate action.
6. FAMILY EDUCATIONAL RIGHTS AND PRIVACY ACT (FERPA)
The Family Educational Rights and Privacy Act (FERPA) (20 U.S.C. §1232g; 34 CFR Part 99) is a federal law that protects the privacy of student education records. You are required to comply with FERPA and its applicable regulations. Gaggle shall not disclose any student’s education records, personally identifiable information, or other related records monitored, maintained, and retained by Gaggle and/or other Services provided by Gaggle to any third party (other than your school organization) without prior authority. Gaggle shall maintain the privacy and confidentiality of all student education records and shall make available to your school organization the right to inspect and review the student education records upon request. Gaggle shall not disclose or transmit student education records or information to any unauthorized party without the prior consent of the student, guardian, and/or your school organization or by court order, administrative order, or subpoena. Notwithstanding the foregoing, to protect your school or district against the risks involved in handling explicit content involving minors, Gaggle registers incidents containing pornographic videos and images of possible minors with the CyberTipline at the National Center for Missing and Exploited Children (“NCMEC”). It is NCMEC’s mission to prevent the spread of these materials, as well as to prevent the sexual exploitation of children. For more information, consult Gaggle’s Data Privacy Policy.
7. SUPPORT
Gaggle maintains a comprehensive case management system to address all Customer issues efficiently. Standard customer service is available during the following hours: Monday through Friday: 6:00 AM to 7:00 PM Central Time (CT).
Customers may contact Gaggle via: Email: support@gaggle.net; Telephone 800-288-7750; or Live Chat: Accessible within the Gaggle interface or on the Gaggle website.
For after-hours assistance, Gaggle monitors a dedicated email account at support@gaggle.net.
Gaggle offers additional technical support 24 hours a day, seven days a week. Response times vary based on the severity of the issue:
● Critical Issues: Response within six (6) hours.
● Informational Requests: Response within twenty-four (24) hours.
This structured approach ensures timely and effective support for all Customer needs.
8. ASSIGNMENT
Neither party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party. Such consent may only be granted if: (a) The assignee agrees in writing to be bound by the terms of this Agreement and (b) The assigning party remains liable for all obligations incurred under this Agreement prior to the assignment.
Any attempted assignment or transfer in violation of this section shall be null and void.
9. TERM OF AGREEMENT
This agreement commences with the start of Services and continues until otherwise terminated, by written agreement of the parties, in accordance with Section 11 or upon the expiration of the last Service Term or Renewal thereof.
10. AUTOMATIC RENEWAL OF SERVICES
Except as otherwise specifi ed, Services shall automatically renew for successive one-year periods, unless and until terminated by either party in accordance herewith or unless either party provides written notice of non-renewal to the other party prior to the end of the then-current Services Term. Gaggle may increase pricing applicable to the renewal of any then-current Services Term by providing Customer with notice thereof, including by email, at least 30 days prior to the end of such term.
11. TERMINATION
Customer may terminate the Services under this Agreement at the end of any contract by providing thirty (30) days written notice of the intent to terminate. Gaggle may also terminate or suspend Services if you breach the conditions of this Agreement, the Gaggle Service Level Agreement (SLA), or your Gaggle Contract.
You can cancel your Services by sending your cancellation notice to Gaggle, P.O. Box 735566, Dallas, TX 75373-5566; sending email to support@gaggle.net; or by fax to 309-665-0171.
Gaggle can, at any time, modify or discontinue any of its Services without liability to any user or third party.
12. REPRESENTATIONS AND WARRANTIES
Each party represents, covenants, and warrants to the other that no applicable law, regulation, rule, or governmental requirement exists that (i) restricts or limits the party’s ability to fully perform and comply with all obligations under this Agreement or (ii) impairs the rights of the other party as provided in this Agreement.
Gaggle represents, covenants, and warrants that it will provide the Services: (i) in all material respects, as described in the applicable end user documentation (if any); (ii) in a professional manner and in accordance with generally accepted industry practices; and (iii) in compliance with all applicable laws and regulations.
If the Services provided to Customer fail to meet the warranties described above, the Customer agrees to promptly notify Gaggle in writing of the deficiency.
Gaggle represents, covenants, and warrants that the Services will not (i) infringe any copyright, trademark, or patent rights or (ii) misappropriate any trade secret. If the Customer’s use of the Services is restricted as the result of a claim of infringement, Gaggle will do one of the following: (i) substitute another equally suitable product or service; (ii) modify the allegedly infringing Service to avoid the infringement; or (iii) procure for the Customer the right to continue to use the Service free of the restrictions caused by the infringement.
The Customer represents, covenants, and warrants that it will: (i) use the Services only in compliance with this Agreement and all applicable laws and regulations; (ii) ensure that its content does not (A) infringe any copyright, trademark, or patent rights; (B) misappropriate any trade secret; (C) be deceptive, libelous, obscene, pornographic, or unlawful; (D) contain viruses, worms, or other malicious software intended to damage the Company’s systems or data; or (E) violate the privacy or other rights of any third party.
While Gaggle is not obligated to monitor the Customer’s use of the Services, it may do so and may prohibit any use of the Services that it reasonably believes violates this Agreement or applicable laws and regulations.
If the Customer is a government entity, agency, organization, or party (including a school or school district), the Customer represents, warrants, and covenants that it has taken all necessary actions, complied with all requirements, and obtained all consents and reviews to enter into and perform this Agreement in accordance with its terms and conditions.
The Customer represents, covenants, and warrants that the software provided under this Agreement will be treated as “commercial computer software” and “commercial computer software documentation” under applicable governmental laws, regulations, or rules.
13. DISCLAIMERS AND EXCLUSIVE REMEDIES
Gaggle provides Services to your organization to assist it in protecting and promoting the well-being of your students and your organization. Gaggle shall undertake every commercially reasonable effort to update its Services to maximize the detection of unsafe, graphic, and/or obscene communications. Gaggle does not warrant, represent, and/or guarantee that all unsafe communications can or will be detected while monitoring your student's online communications and content and other digital activities without limitation.
Your organization is responsible for reviewing all Gaggle communications and taking all reasonable and precautionary actions required by your organization to protect the interests of students, including, but not limited to, notifying applicable governmental agencies and/or bureaus, such as child protection services pursuant to the Family Educational Rights and Privacy Act (FERPA) and other applicable laws and regulations.
Gaggle does not guarantee that (i) the Services will be performed error-free or (ii) the Services will operate in combination with Customer’s content, applications, or any other hardware, software, systems, services, or data not provided by Gaggle. Gaggle is not legally obligated to adhere to any specific response timeline or window for addressing communications or incidents. The Customer acknowledges that any timelines provided by Gaggle are estimations and not binding commitments.
The Customer acknowledges that Gaggle does not control the transfer of data over communication facilities, including the Internet, and that the Services may be subject to limitations, delays, and other problems inherent in the use of such communication facilities. Gaggle is not responsible for any issues arising from the performance, operation, or security of the Services that are caused by Customer’s content or applications or third-party content (including publicly available data or other third-party data) or services, and Gaggle disclaims all liabilities related to third-party content or services.
Notwithstanding any other provision in this Agreement, Gaggle does not guarantee or warrant: (i) that the Services will function with 100% precision to prevent harm, self-harm, or exposure to inappropriate, harmful, unsafe, or obscene content for minors; (ii) that the Services will fulfi ll Customer’s obligations, if any, under the Children’s Internet Protection Act (CIPA); (iii) that the Services will prevent or otherwise discourage cyberbullying or harm or self-harm by students; (iv) that the Services will detect all instances of cyberbullying and self-harm by students; (v) that all social media sites, streaming media, web-based email services, cloud storage sites, or other internet sites (including inappropriate sites for minors, such as pornographic, gambling, or other restricted sites) will be blocked or monitored; (vi) the accuracy or reliability of any information obtained through the Services, including but not limited to third-party data, or the results of any queries or searches submitted by Customer for screening visitors; or (vii) that the Services will detect or prevent the entry of unauthorized individuals onto Customer’s premises in violation of applicable laws or Customer policies.
In the event of a breach of the Services warranty, Customer’s exclusive remedy and Gaggle’s entire liability shall be: (i) the correction of the defi cient Services that caused the breach, or (ii) if Gaggle cannot substantially correct the defi ciency in a commercially reasonable manner (as determined solely by Gaggle), Customer may terminate the Services. In this case, Gaggle will refund the Customer the fees for the terminated Services that were pre-paid for the period following the effective date of termination. Gaggle will also make commercially reasonable efforts to provide Customer with a reasonable opportunity to access the Services for the purpose of securing and backing up Customer’s user data.
The tele-therapy and crisis support services provided by Gaggle aim to support the emotional and mental well-being of students. Tele-therapy and crisis support are not replacements for in-person therapy, medical treatment, or emergency services. If a student is experiencing a crisis or an immediate threat to safety, contact emergency services by dialing 911 or visit the nearest emergency facility.
Information shared during tele-therapy or crisis support will not be disclosed without your permission, except as required by law. Gaggle complies with mandated reporting laws, including reporting threats of harm to self or others or suspicion of abuse or neglect. Gaggle does not guarantee specific outcomes from tele-therapy or crisis support services. Progress and results may vary based on individual circumstances and participation. Tele-therapy services are delivered through virtual platforms that may carry inherent risks, including technical issues, potential data breaches, or unauthorized access. Gaggle takes reasonable precautions to ensure the security of virtual communications but is not liable for breaches outside its control. Accessing tele-therapy requires reliable internet connectivity and compatible devices.
Crisis support services are intended to provide immediate, short-term assistance and guidance during moments of distress. These services are not designed for ongoing therapy or long-term counseling. Crisis support via telephone may be limited in its ability to fully assess or address a student’s situation. Crisis support is not an emergency response service. While trained professionals will provide support and resources, they are not equipped to dispatch emergency services directly.
14. LIMITATION OF LIABILITY, STATUTE OF LIMITATIONS
In no event shall Gaggle be liable with respect to Services (i) for any amount in the aggregate in excess of the fees paid by you or (ii) for any indirect, incidental, punitive, or consequential damages of any kind whatsoever. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations and exclusions may not apply to you. You agree that regardless of any statute or law to the contrary, any claim or cause of action against Gaggle arising out of or related to the use of Services or the terms of use must be filed within one (1) year after such claim or cause of action arose or be forever barred.
You assume total responsibility for the use of Gaggle Services and use these Services at your own risk. Gaggle exercises no control over and has no responsibility whatsoever for actions taken on the internet, and Gaggle expressly disclaims any responsibility for such actions. You acknowledge to Gaggle, and for Gaggle’s benefit and the benefit of its directors, employees, licensors, and agents, that the Services may contain bugs and are not designed or intended for use in mission-critical environments requiring fail-safe performance.
15. NO THIRD-PARTY BENEFICIARIES
Nothing in this Agreement shall be construed to create any third-party beneficiaries, nor shall it confer any rights or claims upon any third party against either party to this Agreement.
16. MESSAGE STORAGE, CONTENT STORAGE, AND OTHER LIMITATIONS
The amount of email and content storage available for each user is subject to limitations based on the terms specified in your Gaggle Contract. These limitations may vary depending on the specific plan or service level agreed upon.
17. COMMUNICATIONS
Except for any disclosure by you for technical support purposes or as specified in the Gaggle Privacy Policy, all communications from you will be considered non-confidential and non-proprietary. You agree that any and all comments, information, feedback, and ideas that you communicate to Gaggle will be deemed, at the time of the communication, the property of Gaggle, and Gaggle shall be entitled to full rights of ownership, including without limitation, unrestricted right to delete, use, or disclose such communication in any form, medium, or technology now known or later developed, and for any purpose, commercial or otherwise, without compensation to you. You are solely responsible for the content of your communications and their legality under all laws and regulations. You agree not to use Gaggle Services to distribute, link to, or solicit content that is defamatory, harassing, unlawful, libelous, harmful to minors, threatening, obscene, false, misleading, or infringing on third-party intellectual property or privacy rights.
18. MISCELLANEOUS
Gaggle provides Services to your organization to assist it in the protection of your students and your organization. Gaggle shall undertake every commercially reasonable effort to update its Services to maximize the detection of unsafe, graphic, and/or obscene communications. Gaggle does not warrant, represent, and/or guarantee that all unsafe communications can or will be detected while monitoring your student communications or website content.
Your organization is responsible for reviewing all Gaggle communications and taking all reasonable and precautionary actions required by your organization to protect the interests of students, including, but not limited to, notifying applicable governmental agencies and/or bureaus, such as child protection services pursuant to the Family Educational Rights and Privacy Act (FERPA) and other applicable laws and regulations.
19. NOTICES
Unless specifi ed otherwise herein: (a) all notices must be in writing and addressed to the attention of the other party’s legal department, and primary point of contact; and (b) notice will be deemed given: (i) when verifi ed by written receipt if sent by personal courier, overnight courier, or when received if sent by mail without verifi cation of receipt; or (ii) when verifi ed by automated receipt or electronic logs if sent by facsimile or email.
20. INDEMNIFICATION
To the extent permitted by federal and state laws, Customer agrees to indemnify, defend, and hold harmless Gaggle from any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) any breach of this Agreement by Customer, (b) any gross negligence or willful misconduct by Customer, (c) Customer’s violation of law, or (d) any third-party claims arising from Customer’s use of the services provided by Gaggle, except to the extent that such claims arise from Gaggle’s breach of contract, gross negligence, or willful misconduct.
To the extent permitted by federal and state laws, Gaggle agrees to indemnify, defend, and hold harmless Customer from any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) any breach of this Agreement by Gaggle, or (b) any gross negligence or willful misconduct by Gaggle in the performance of the services under this Agreement.
Notwithstanding the foregoing, Gaggle’s indemnification obligations shall be limited to the extent that such claims or demands result from Customer’s breach of contract, gross negligence, or willful misconduct. Gaggle shall have no indemnification obligation for damages resulting from the breach of contract, gross negligence, or willful misconduct of Customer, its officers, employees, agents, or assigns.
Gaggle shall not be liable for any third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) any actions or omissions of third parties over which Gaggle has no control, or (b) any professional services provided by Gaggle in a competent and professional manner in accordance with industry standards.
21. TAXES
All fees set forth in this Agreement and any invoices shall include all applicable taxes, except for "Transaction Taxes," which Gaggle is required by law to invoice and collect from Customer. Transaction Taxes, if applicable, will be separately stated on the invoice and must be paid by Customer to Gaggle unless Customer provides an exemption certificate to Gaggle or the transaction is statutorily exempt from Transaction Taxes.
Gaggle shall be solely responsible for the timely remittance of all Transaction Taxes to the applicable governmental authority. Gaggle shall pay (without reimbursement by Customer) and shall hold Customer harmless against any penalties, interest, or additional taxes that may be levied or assessed as a result of Gaggle’s failure to invoice or delay in paying any such taxes.
"Transaction Taxes" means sales and use taxes, value-added taxes, goods and services taxes, gross receipts taxes, and excise taxes, but excludes any tax on income, real or personal property taxes, or payroll taxes.
22. TRADEMARKS
The trademarks, service marks, logos, slogans, and product designations of Gaggle ("Trademarks") are the exclusive property of Gaggle.Net, Inc., and/or their respective owners. You do not have any right to use these Trademarks. Nothing in the Gaggle Services grants you a license or any other right, whether by implication, waiver, estoppel, or otherwise, to use any of the Trademarks, except with the prior written consent of Gaggle or the respective owner.
23. ACKNOWLEDGMENT OF OWNERSHIP RIGHTS AND DISCLOSURE OF DELIVERABLES
Gaggle retains full ownership of all rights, title, and interest worldwide, in and to: (i) any intellectual property or related rights owned or licensed by Gaggle and used in the provision of its services under this Agreement, including Gaggle's Confi dential Information; and (ii) any frameworks, methodologies, processes, inventions, analytical tools, and industry data or insights developed or utilized by Gaggle in providing such services, along with all associated intellectual property rights (collectively, "Gaggle IP"). The Customer acknowledges that no ownership rights are transferred to it under this Agreement.
24. FORCE MAJEURE
Except for payment obligations already due and owing, any delay or failure in performance by a party under this Agreement will not be considered a breach and will be excused to the extent caused by events beyond the reasonable control of the affected party. The affected party must promptly notify the other party of the force majeure event, use its reasonable commercial efforts to promptly correct such failure or delay in performance, and resume performance as soon as practicable once the event has subsided. If the event continues for thirty (30) days or more, the non-affected party may terminate this Agreement immediately by providing written notice to the non-performing party. Events beyond a party’s reasonable control include, without limitation, acts and omissions of that party's service providers.
If Customer terminates the Agreement due to force majeure, Gaggle shall refund any pre-paid fees for the terminated services, covering the period after the effective termination date. Gaggle shall also make commercially reasonable efforts to provide Customer with access to the Services for retrieving User Data. In all other instances of delay or failure under this Section, where Customer does not or cannot terminate the Agreement, Customer shall not be entitled to any service credit or refund.
25. USE OF INDEPENDENT CONTRACTORS
In providing services under this Agreement, Gaggle reserves the right to engage independent contractors, subcontractors, or other third parties (collectively, "Independent Contractors") as deemed necessary to fulfill the obligations of this Agreement. Gaggle shall remain fully responsible for the performance of all services provided, regardless of whether they are performed directly by Gaggle or by Independent Contractors.
The engagement of Independent Contractors will not alter or diminish any warranties, representations, or obligations set forth in this Agreement. Gaggle ensures that all Independent Contractors are qualified and capable of performing their assigned duties in accordance with the standards agreed upon in this Agreement.
This provision allows Gaggle to efficiently allocate resources and expertise to deliver the highest level of service while maintaining accountability for all aspects of service delivery.
26. SEVERABILITY
If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be deemed to be severed and this Agreement shall remain in full force and effect with that provision severed or as modifi ed by court order provided that said provision determined invalid does not substantially impair the intent or substance of this Agreement so that the purposes of this Agreement are not fulfi lled and the benefi ts to the parties hereto are not realized. If said provision does substantially impair the intent or substance, the parties shall attempt to agree on an amendment to this Agreement to address the changes necessary because of the court determination. If the parties are unsuccessful in negotiating an amendment, this Agreement shall terminate.
27. CHOICE OF LAW
This Agreement, and any actions arising out of or in connection with it, shall be governed by, construed, and enforced in accordance with the laws of the state or jurisdiction in which the Customer is established, without regard to its conflicts of law principles. Should Gaggle need to enforce the terms of this Agreement, Gaggle shall be entitled to any and all attorneys’ fees and costs incurred, along with any damages to which it may be entitled.
28. VIOLATIONS
If you become aware of any violations of these Terms & Conditions, please report them to Gaggle’s Customer Service department by calling 800-288-7750, emailing support@gaggle.net, or faxing 309-665-0171.
29. GENERAL QUESTIONS
For any questions regarding these Terms & Conditions, please contact Gaggle’s Customer Service department at 800-288-7750, email support@gaggle.net, or fax 309-665-0171.