Willow Ed Terms of Service

1. Grant of license

Company grants the School a non-exclusive, non-transferable license for its students, faculty, and staff to access and use the Application, from any location, for the School's educational purposes only. This license is limited to the number of users stated in the purchase agreement or order between Company and the School.

2. User responsibility

School is responsible for the actions of its students, faculty, and staff related to the use of the Application ("Users").

School will ensure Users comply with this Agreement and refrain from any activity that disrupts the Application or infringes on the rights of others.

3. Intellectual property

Company retains all intellectual property rights in and to the Application, including code, design, and documentation. School and Users may not copy, modify, or reverse-engineer the Application.

4. Student data and privacy

Company processes personal information of Users, including student education records, solely to provide, maintain, secure, and support the Application for the School. The School retains ownership of all student data.

FERPA. When Willow serves a school, Willow acts as a school official under FERPA. It uses education records only for the school's purposes and does not redisclose them without the school's written permission, except as FERPA allows. Parents and eligible students exercise their rights to inspect, amend, and consent through their school.

AI use. Willow's AI features, including the Alma assistant, send their prompts to Anthropic, the only generative AI provider Willow uses. A prompt contains the student's first name, grade, a short summary of the student's goals relevant to the conversation, and the student's typed message. Prompts never include email, phone, address, date of birth, demographic fields, or other students' data. Alma conversations are kept for 24 months after their last activity, then deleted. Other AI features, such as reflections, exit tickets and offer-letter review, also send the student-written text or uploaded document they work on.

OpenAI. OpenAI is used only to turn reference content (career and school descriptions) and search queries into numerical search data called embeddings. It generates no content and receives no student identifiers.

Training. Willow does not sell student data, does not use it for advertising, and does not use it to train AI models. Willow's AI providers operate under enterprise terms that prohibit training their models on Willow's data.

Safety. Every AI interaction is screened automatically, and content that raises a safety concern is routed to the School's designated staff for review. The AI assistant provides information and support only; it does not make or determine decisions affecting a student's academic or postsecondary record.

Data sharing. Willow shares student data only with the service providers listed below and in these school-directed ways: (a) Common App: once a school turns on its Common App integration, and only after a student links their Common App account and signs Common App's FERPA waiver, counselors, school administrators and the student's assigned teachers submit school reports, recommendations and related forms, which can include GPA, class rank, transcripts and letters, to the colleges on that student's Common App list; (b) counselors and school administrators can email a student's documents to a college's admissions address on file. Willow's only message to a parent or guardian is a request to sign an Early Decision agreement, sent only when the student asks. Willow also shares student data with the School itself and its authorized staff, and discloses it where the law requires.

• Vercel: Web and API hosting
• Google Cloud Platform and Firebase: Application database, authentication and hosting
• Supabase: Reference-data store and AI assistant conversation storage
• Anthropic: Generative AI for Alma and the Platform's other AI features; Willow's only generative AI provider
• OpenAI: Embeddings (numerical search data) for career and school search; generates no content and receives no student identifiers
• Deepgram: Speech-to-text transcription of optional voice input
• Clever: Rostering and single sign-on
• Postmark: Transactional email
• Twilio: Opt-in text-message reminders
• Sentry: Error monitoring, with identifying details removed at collection
• Google Maps Platform: Address autocomplete during account setup
• Vercel Analytics: Website analytics
• Common App: School-directed college applications, once a School turns on its Common App integration
• CampusReel: College tour videos on college pages; sees the viewer's IP address and the college page being viewed
• GitHub: Engineering issue tracking; receives feedback IDs and privacy-scrubbed error reports only, never student names or messages

Company encrypts student data in transit and at rest, stores and processes it within the United States, and will notify the School of a confirmed security incident affecting its student data within seventy-two (72) hours. On the School's written request or on termination, Company will delete or return student data within thirty (30) days, with backup copies purged within ninety (90) days. Company's Privacy Policy describes these providers and practices in more detail. The School is responsible for obtaining any parental consent that applicable law requires before student data is collected.

5. Fees and payment

School shall pay Company the fees indicated in the purchase agreement within the timeframe outlined in the purchase agreement.

Late payments may incur interest or additional fees.

6. Support and maintenance

Company will provide technical support to the School during standard business hours via email and phone.

Company will update the Application to provide bug fixes and maintain compatibility with standard web browsers.

7. Warranties

Company warrants that (a) the Application will be provided in a professional manner by qualified personnel; (b) the Application will materially conform to its documentation; and (c) to Company's knowledge, the Application does not infringe any third party's intellectual property rights. Company will make commercially reasonable efforts to maintain the availability of the Application, scheduling planned maintenance outside school hours where practicable. If the Application does not conform to this Section, Company will use commercially reasonable efforts to correct the nonconformity; if it cannot do so within thirty (30) days of written notice, the School may terminate this Agreement as to the affected functionality and receive a pro-rated refund of prepaid fees for the remaining term.

EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE APPLICATION IS PROVIDED "AS IS," AND COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY THAT THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE.

8. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT AS PROVIDED BELOW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY THE SCHOOL TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR COMPANY'S BREACH OF ITS STUDENT DATA OBLIGATIONS UNDER SECTION 4, THAT CAP IS TWO (2) TIMES SUCH FEES.

THE EXCLUSIONS AND CAP ABOVE DO NOT APPLY TO ANY LIABILITY OF COMPANY FOR INFRINGEMENT OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS BY THE APPLICATION, TO EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR TO THE SCHOOL'S PAYMENT OBLIGATIONS.

9. Termination

Either party may terminate this Agreement if the other materially breaches it and fails to cure that breach within thirty (30) days of written notice describing the breach. For non-payment, the cure period is ten (10) days. A breach that by its nature cannot be cured, including misuse or unauthorized disclosure of student data, infringement of intellectual property, or breach of confidentiality, permits the non-breaching party to terminate on written notice without a cure period.

Upon termination, the School will cease all use of the Application and return or destroy any Company materials related to it. Company will return or delete student data as the data protection terms of the parties' services agreement provide, or on the School's written instruction where no such agreement is in place.

10. Governing law and jurisdiction

This Agreement is governed by the laws of the State of Vermont, without regard to its conflict of laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Vermont.

11. Relationship to a services agreement

If the School and Company have entered into a separate written services agreement covering the Application, that agreement governs and controls over these Terms to the extent of any conflict. These Terms apply only where no such agreement is in place, and only to the extent they do not conflict with it.

12. Changes to these Terms

Company may update these Terms from time to time. Company will post the updated Terms at this address with a new effective date and, for any material change, will notify the School by email to its designated administrator at least thirty (30) days before the change takes effect. The School's continued use of the Application after the effective date constitutes acceptance of the updated Terms. Changes do not apply retroactively. Nothing in this Section alters a separate written services agreement, which continues to control as Section 11 provides.