Privacy Policy

Effective – January 1, 2025

Terms and Conditions

Last Updated: December 22, 2025

https://mindsparked.org/terms-conditions/

These Terms and Conditions (“Agreement”) govern access to and use of the MindSpark personalized learning ecosystem—consisting of the Student Designer, Educator Engine, APIs, analytics services, and all related software, documentation, and services (“MindSpark” or the “Platform”). This Agreement is entered into by and between MindSpark Ventures Inc., an Arizona corporation (“MindSpark”), and the school, district, organization, or other entity entering into an order, subscription, pilot agreement, or statement of work (“Customer”). By accessing or using MindSpark, Customer agrees to be bound by this Agreement.

1. Definitions

1.1 “Authorized Users” means students, teachers, staff, coaches, or district-approved individuals permitted to access MindSpark.

1.2 “Student Data” means personally identifiable information (PII), education records, or personal information related to students as defined under FERPA, COPPA, and applicable state privacy laws.

1.3 “Customer Materials” means Customer-provided data, including rosters, assignments, assessments, standards, metadata, and district-created content.

1.4 “AI Services” means the generative AI models, personalization engines, predictive analytics, and adaptive recommendation systems integrated into MindSpark.

1.5 “Subscription Services” means the cloud-based services provided by MindSpark through AWS Aurora, Lambda, API Gateway, S3 storage, analytics systems, and associated infrastructure as described in MindSpark documentation and business materials.

2. Scope of Services

MindSpark provides a cloud-hosted personalized learning ecosystem consisting of:

a. Student Designer: an AI-assisted project design and mastery-tracking environment through which students set goals, design projects, engage with resources, and demonstrate mastery over time.

b. Educator Engine: educator dashboards, mastery rubrics, analytics, and reporting tools that allow teachers, coaches, and administrators to orchestrate learning experiences, monitor progress, and align with district and state standards.

c. Integrations: APIs and connectors for SIS/LMS interoperability, single sign-on, rostering, and import/export of data consistent with applicable data privacy agreements.

d. AI-Enabled Features: real-time feedback, personalized recommendations, predictive mastery insights, and automated scaffolding based on student activity and learning profiles.

e. Implementation & Training: onboarding, professional development, and support services as set forth in applicable orders or statements of work.

MindSpark may update or enhance features from time to time to improve security, compliance, accessibility, performance, or user experience, provided such changes do not materially degrade the core functionality of the Platform.

3. Customer Responsibilities

3.1 Compliance With Laws.

Customer shall ensure that all use of the Platform by Customer and Authorized Users complies with all applicable federal, state, and local laws, including but not limited to FERPA, COPPA, state student data privacy statutes, accessibility laws, procurement requirements, and any district-specific regulations.

3.2 User Account Management.

Customer is responsible for provisioning, managing, and deprovisioning User access to the Platform, including but not limited to:

• Ensuring only authorized individuals are granted access;
• Verifying parental or guardian consent where required by law;
• Promptly disabling access for users who are no longer authorized.

3.3 District Content & Materials.

Customer is solely responsible for the accuracy, quality, legality, and integrity of all Customer Materials and for obtaining any necessary rights, authorizations, or consents to use such materials within the Platform.

3.4 Hardware, Software, and Connectivity.

Customer is responsible for maintaining the necessary hardware, network connectivity, and compatible browsers or devices for Authorized Users to access and use the Platform.

3.5 Internal Policies.

Customer will ensure that its use of MindSpark is consistent with its own internal policies regarding technology use, academic integrity, and student conduct.

4. Data Protection & Privacy

4.1 Ownership of Data.

Customer retains all right, title, and interest in and to Student Data and Customer Materials, including all intellectual property rights therein, subject only to the limited licenses expressly granted in this Agreement.

4.2 MindSpark’s Role.

For purposes of FERPA and similar laws, MindSpark acts as a “School Official” with a legitimate educational interest, performing services that would otherwise be performed by Customer’s own staff. MindSpark will use Student Data solely for the purpose of providing the Subscription Services, fulfilling its obligations under this Agreement, and improving the Platform in a manner consistent with applicable de-identification standards.

4.3 Restrictions on Use of Student Data.

MindSpark will not:

• Sell Student Data;
• Use Student Data for targeted advertising;
• Disclose Student Data to third parties except (i) as directed by Customer, (ii) to authorized subprocessors that are bound by obligations of confidentiality and data protection no less protective than those in this Agreement, or (iii) as required by law or legal process, in which case MindSpark shall, where legally permitted, provide prompt notice to Customer.

4.4 Security Measures.

MindSpark will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Student Data and Customer Materials against unauthorized access, disclosure, loss, or destruction. Such safeguards will include, where appropriate:

• Encryption of data in transit and at rest;
• Role-based access controls and least-privilege IAM configurations;
• Network security protocols and logging;
• Regular security testing and monitoring.

4.5 Data Breach Notification.

In the event of a confirmed unauthorized access to Student Data that results in actual or reasonably likely compromise of the confidentiality, integrity, or availability of such data (a “Security Incident”), MindSpark will:

• Notify Customer without unreasonable delay after confirmation;
• Provide information reasonably necessary for Customer to meet its legal obligations;
• Cooperate with Customer in remediation and mitigation efforts.

4.6 Data Retention and Deletion.

Upon expiration or termination of this Agreement, or upon Customer’s written request, MindSpark will, within a commercially reasonable time:

• Return Student Data and Customer Materials to Customer in a reasonably usable format; and
• Delete remaining copies from its systems, except to the extent retention is required by law, regulation, or documented backup policies, in which case access shall be restricted and data deleted at the end of the required retention period.

5. AI Services

5.1 Human-in-the-Loop Design.

The Platform and AI Services are designed to augment, not replace, educator judgment. AI-generated recommendations, feedback, or analytics are advisory in nature, and all final instructional, grading, disciplinary, or placement decisions remain the responsibility of educators and authorized district personnel.

5.2 Nature of AI Outputs.

AI outputs may include probabilistic predictions, generated scaffolds, summaries, or suggestions based on student activity, standards alignment, and historical data. Such outputs may not always be accurate, complete, or appropriate for every context. Customer and Authorized Users are responsible for reviewing and validating AI outputs before relying on them for high-stakes decisions.

5.3 No Automated High-Stakes Decisions.

The Platform does not, by default, make automated high-stakes decisions about students, including but not limited to promotion, retention, special education placement, or disciplinary actions. Any such decisions must be made and documented by appropriate human decision-makers.

5.4 Model Updates and Improvements.

MindSpark may update, retrain, or replace models to improve accuracy, performance, cost efficiency, or bias mitigation. MindSpark will use commercially reasonable efforts to avoid material negative impact on functionality and will document significant changes in its AI governance and product release notes.

5.5 Third-Party AI Providers.

To deliver AI Services, MindSpark may rely on one or more third-party AI model providers selected and paid for directly by Customer. Customer retains responsibility for conducting regular audits of model performance, assessing fitness for educational use, and approving the specific AI models authorized for use within MindSpark features. MindSpark will only integrate such Customer-approved models under written agreements requiring the providers to maintain confidentiality, security, and data protection standards consistent with this Agreement. MindSpark will not permit any AI provider to use Student Data to train models for unrelated products or services without Customer’s explicit written consent.

6. License Grant & Restrictions

6.1 License Grant.

Subject to the terms and conditions of this Agreement and timely payment of applicable fees, MindSpark grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform during the Subscription Term for Customer’s internal educational purposes.

6.2 Restrictions.

Customer shall not, and shall not permit any third party to:

• Reverse engineer, decompile, disassemble, or attempt to derive source code from the Platform, except to the extent permitted by law notwithstanding this restriction;
• Circumvent or attempt to circumvent any security or access controls;
• Use the Platform to provide services to third parties outside of Customer’s educational community, such as commercial tutoring services, without MindSpark’s prior written consent;
• Copy, frame, mirror, or resell the Platform or any component thereof, except as expressly permitted by this Agreement;
• Introduce malware, attempt unauthorized access, or otherwise interfere with the operation or integrity of the Platform.

6.3 Acceptable Use.

Customer will ensure that Authorized Users do not use the Platform to:

• Upload or transmit content that is unlawful, threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable;
• Violate intellectual property, privacy, or publicity rights of any third party;
• Engage in academic dishonesty or other forms of misconduct contrary to Customer’s code of conduct.

7. Service Levels & Availability

7.1 Availability.

MindSpark will use commercially reasonable efforts to make the Subscription Services available at the highest feasible uptime level and will target at least 99.9% availability in a given calendar month, excluding:

• Scheduled maintenance;
• Emergency maintenance to address security or performance issues; and
• Downtime caused by factors outside MindSpark’s reasonable control, such as internet or hosting provider failures, force majeure events, or Customer systems.

7.2 Performance.

The Platform is architected to support scaling to hundreds of thousands of users with low-latency database operations and serverless compute. MindSpark will monitor infrastructure performance and implement reasonable measures to maintain responsiveness for typical school-day usage patterns.

7.3 Support.

MindSpark will provide support services in accordance with its then-current support policies and any applicable order. At a minimum, MindSpark will offer email-based support for technical issues, onboarding guidance, and escalation paths for service-impacting incidents.

8. Fees & Payment

8.1 Fees.

Customer will pay the fees set forth in the applicable order, statement of work, or subscription agreement, which may include:

• Per-student or per-user subscription fees;
• Implementation and onboarding fees;
• Professional development and training fees; and
• Optional add-on analytics or reporting services.

8.2 Invoicing and Payment.

Unless otherwise specified, fees are invoiced monthly in advance and payable within thirty (30) days of the invoice date. Late payments may be subject to reasonable late charges or interest as permitted by law.

8.3 Taxes.

Fees are exclusive of any applicable taxes, duties, or levies. Customer is responsible for all such charges, excluding taxes based on MindSpark’s net income.

8.4 Non-Payment.

If Customer fails to pay undisputed amounts when due and does not cure such failure within thirty (30) days after written notice, MindSpark may suspend access to the Platform until payments are brought current, without liability to Customer.

9. Intellectual Property

9.1 Ownership by MindSpark.

MindSpark retains all right, title, and interest in and to the Platform, AI Services, algorithms, mastery models, dashboards, analytics, documentation, and all related intellectual property, including any enhancements or derivative works developed during the term of this Agreement.

9.2 Feedback.

Customer will designate and maintain two key points of contact: (1) an instructional liaison responsible for coordinating with teachers and students and consulting on instructional or feature-related changes, and (2) a technical liaison responsible for auditing and supporting ongoing system-level technical changes. Customer may also provide suggestions, feedback, or ideas regarding the Platform (“Feedback”). MindSpark may use such Feedback without restriction and without obligation to Customer, provided that such use does not identify Customer or any individual.

10. Confidentiality

Each party (“Receiving Party”) may receive confidential information of the other party (“Disclosing Party”) in connection with this Agreement. “Confidential Information” includes non-public information about a party’s business, technology, or operations that is marked or reasonably understood to be confidential.

The Receiving Party will:

• Use Confidential Information only for purposes of performing this Agreement;
• Not disclose Confidential Information to any third party except to employees, contractors, or service providers who have a need to know and are bound by obligations of confidentiality no less protective than those in this Agreement; and
• Protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care.

Confidential Information does not include information that:

• Is or becomes publicly known through no breach of this Agreement by the Receiving Party;
• Is received from a third party without restriction and without breach of any obligation of confidentiality;
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

Upon termination or expiration of this Agreement, each party will, upon request, return or destroy the other party’s Confidential Information, subject to any legal retention requirements.

11. Warranties & Disclaimers

11.1 Limited Warranty.

MindSpark warrants that, during the Subscription Term, the Platform will operate in substantial conformity with its published documentation. Customer’s sole and exclusive remedy for a breach of this warranty is for MindSpark to use commercially reasonable efforts to correct the non-conformity or, if MindSpark is unable to do so, allow Customer to terminate the affected services and receive a pro rata refund of prepaid, unused fees.

11.2 Disclaimers.

Except as expressly provided in Section 11.1, the Platform and all related services are provided “AS IS” and “AS AVAILABLE,” with all faults, and MindSpark disclaims all other warranties, whether express, implied, statutory, or otherwise, including any warranties of merchantability, fitness for a particular purpose, non-infringement, or accuracy of data or results. MindSpark does not warrant that the Platform will be uninterrupted, error-free, or free of harmful components, or that any particular student outcomes will be achieved.

12. Indemnification

12.1 Indemnification by MindSpark.

MindSpark will defend Customer against any third-party claim that the Platform, when used as permitted hereunder, infringes such third party’s United States intellectual property rights, and will pay any damages and reasonable costs finally awarded against Customer by a court of competent jurisdiction (or agreed in settlement) directly attributable to such claim. MindSpark’s obligations do not apply to claims arising from: (a) Customer’s misuse of the Platform; (b) modifications not made or authorized by MindSpark; or (c) combination of the Platform with items not provided by MindSpark if the alleged infringement would not have occurred but for such combination.

12.2 Indemnification by Customer.

Customer will defend MindSpark against any third-party claim arising from Customer’s or an Authorized User’s: (a) breach of this Agreement; (b) violation of applicable laws, including student data privacy laws; or (c) misuse of the Platform, and will pay any damages and reasonable costs finally awarded against MindSpark by a court of competent jurisdiction (or agreed in settlement) directly attributable to such claim.

12.3 Indemnification Procedure.

The indemnified party must promptly notify the indemnifying party of any claim, provide reasonable cooperation in the defense or settlement of the claim, and allow the indemnifying party sole control of the defense and settlement, provided that the indemnifying party does not agree to any settlement that imposes non-monetary obligations or admissions of fault on the indemnified party without its prior written consent.

13. Limitations of Liability

To the fullest extent permitted by law, in no event will either party be liable to the other party for any indirect, incidental, consequential, special, exemplary, or punitive damages, or any loss of profits or revenues, even if advised of the possibility of such damages and even if a remedy fails of its essential purpose.

Except for (a) Customer’s payment obligations, (b) a party’s indemnification obligations, or (c) Customer’s violation of MindSpark’s intellectual property rights, each party’s aggregate liability arising out of or relating to this Agreement will not exceed the total fees paid by Customer to MindSpark under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

14. Term & Termination

14.1 Term.

This Agreement begins on the Effective Date of the initial order or subscription and continues for the Subscription Term specified therein, unless terminated earlier in accordance with this Section.

14.2 Termination for Cause.

Either party may terminate this Agreement or an affected order upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach.

14.3 Effect of Termination.

Upon termination or expiration of this Agreement:

• Customer’s rights to access and use the Platform will immediately cease;
• MindSpark will, upon Customer’s request, return or delete Student Data and Customer Materials in accordance with Section 4.6; and
• Any unpaid fees will become immediately due and payable.

15. Accessibility

MindSpark is committed to making the Platform accessible to individuals with disabilities and will use commercially reasonable efforts to align with prevailing accessibility standards (such as WCAG 2.1 AA) over time. MindSpark will address accessibility issues brought to its attention in a commercially reasonable manner and timeframe.

16. Government & Educational Procurement

MindSpark will cooperate with Customer to satisfy applicable education procurement and compliance requirements, which may include:

• Executing district or state-specific data privacy agreements;
• Addressing vendor registration and background documentation requests;
• Supporting reporting obligations related to student achievement, growth, and program effectiveness, as reasonably aligned with Platform capabilities.

If there is a conflict between this Agreement and any mandatory state student data privacy addendum executed by the parties, the terms of such addendum will control with respect to Student Data.

17. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict-of-law principles. Any disputes arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Maricopa County, Arizona, and each party hereby consents to the personal jurisdiction and venue of such courts.

18. Miscellaneous

18.1 Entire Agreement.

This Agreement, together with all orders, statements of work, and appendices referenced herein, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, proposals, and communications, whether oral or written.

18.2 Amendments.

Any amendment or modification of this Agreement must be in writing and signed by duly authorized representatives of both parties.

18.3 Assignment and Subcontracting.

Neither party may assign this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without consent in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the assignee assumes all obligations under this Agreement. In the event Customer seeks to extend this Agreement under a cooperative purchasing program, or other multi-government purchasing agreement, Customer will notify Supplier of its intent and the Parties will modify this Agreement in good faith to make equitable adjustments to comply with the program or agreement.

18.4 Severability.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

18.5 No Waiver.

The failure of either party to enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.

18.6 Independent Contractors.

The parties are independent contractors, and nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship.

18.7 Counterparts.

This Agreement may be signed in one or more counterparts (including faxed or electronically signed copies), each of which will be deemed one and the same original. Reproductions of this executed original (with reproduced signatures) will be deemed to be the original counterparts of this Agreement.

18.8 Survival.

All provisions of this Agreement which by their nature should apply beyond its term will remain in force after any termination or expiration of this Agreement including, but not limited to, those addressing the following subjects: Confidentiality; Data Privacy; Governing Law; Intellectual Property; Indemnification; and Warranties.

Appendix A – Data Privacy Agreement (DPA)

A.1 Purpose and Scope.

This Data Privacy Agreement (“DPA”) supplements and forms part of the MindSpark Terms & Conditions (“Agreement”) between MindSpark and Customer and governs the processing of Student Data and other personal information by MindSpark on behalf of Customer.

A.2 Roles of the Parties.

Customer acts as the data controller, school, or educational agency with primary responsibility for compliance with applicable student privacy laws. MindSpark acts as a data processor, school official, or service provider that processes data solely on behalf of and under the direction of Customer.

A.3 Categories of Data.

MindSpark may process the following categories of data:

• Student identification and demographic information (e.g., name, school, grade level, student ID);
• Teacher and staff contact information;
• Course, class, and roster information;
• Assignment, project, and mastery data;
• Usage data related to interactions with the Platform;
• Parent/caregiver contact information as provided by Customer.

A.4 Purposes of Processing.

MindSpark will process Student Data only for the following purposes:

• Provision, maintenance, and improvement of the Platform;
• Personalization of learning pathways, feedback, and mastery analytics;
• Technical support, troubleshooting, and security;
• Compliance with applicable law or legal process.

A.5 Subprocessors.

Customer authorizes MindSpark to engage subprocessors (such as hosting providers, analytics services, and AI model providers) for the purposes described in this DPA, provided that MindSpark:

• Executes written agreements with subprocessors requiring them to implement data protection measures no less protective than those in this DPA; and
• Maintains an up-to-date list of subprocessors available to Customer upon request.

A.6 Security Measures.

MindSpark shall implement and maintain appropriate technical and organizational measures to protect Student Data, including but not limited to encryption, access controls, logging, vulnerability management, and incident response procedures.

A.7 Data Subject Rights.

To the extent required by law, MindSpark will assist Customer in responding to requests from parents, guardians, or eligible students to:

• Access, correct, or update Student Data;
• Request deletion of Student Data (subject to Customer’s legal obligations);
• Obtain a copy of Student Data in a portable format, where feasible.

MindSpark will promptly forward any such requests it receives directly to Customer and will not respond except as instructed by Customer or as required by law.

A.8 Incident Management.

In the event of a Security Incident involving Student Data, MindSpark will:

• Notify Customer without unreasonable delay after confirming the incident;
• Provide information reasonably available regarding the nature and scope of the incident, affected data, and steps taken or planned to remediate;
• Cooperate with Customer in any legally required notifications to affected individuals or regulators.

A.9 Data Transfers.

MindSpark will process Student Data within jurisdictions agreed by the parties (e.g., U.S.-based data centers). If cross-border transfers are required, MindSpark will implement appropriate safeguards consistent with applicable law.

A.10 Data Retention and Deletion.

MindSpark will retain Student Data and Customer Materials only for as long as necessary to fulfill the purposes described in this DPA or as required by law. Upon termination of the Agreement or at Customer’s written request, MindSpark will return or delete Student Data as described in Section 4.6 of the Agreement.

A.11 Priority.

In the event of a conflict between this DPA and any other terms of the Agreement concerning the processing of Student Data, the terms of this DPA shall control to the extent of the conflict.

Appendix B – AI Governance Policy

B.1 Purpose.

This AI Governance Policy (“Policy”) outlines how MindSpark designs, deploys, and manages AI Services within the Platform to support safe, ethical, transparent, and effective educational use.

B.2 Guiding Principles.

MindSpark’s AI governance is grounded in the following principles:

• Human-Centered: AI is designed to augment educator and student agency, not replace them.
• Transparency: AI capabilities, limitations, and intended uses are communicated clearly to Customer.
• Fairness and Equity: MindSpark seeks to minimize harmful bias and ensure that AI does not systematically disadvantage any group of students.
• Privacy and Security: AI uses Student Data in alignment with the DPA and applicable laws.
• Accountability: MindSpark maintains processes to monitor AI performance and address issues.

B.3 Permitted Uses.

AI Services may be used for purposes including, but not limited to:

• Generating project ideas, scaffolds, and prompts aligned with student interests and standards;
• Providing formative feedback on student work;
• Suggesting resources and next steps based on mastery progress;
• Supporting teacher workflow (e.g., rubric suggestions, reflection prompts);
• Aggregated analytics to help educators understand trends and growth.

B.4 Prohibited Uses.

AI Services must not be used to:

• Make final determinations regarding discipline, promotion, retention, or special education placement without human review;
• Perform or facilitate unlawful profiling or discrimination;
• Generate harmful or inappropriate content that violates school policies or the Acceptable Use provisions of the Agreement;
• Target students with advertising or commercial offers unrelated to educational purposes.

B.5 Data Handling for AI.

AI models may access Student Data and usage data only as necessary to:

• Generate requested outputs;
• Improve educational performance of the Platform in accordance with de-identification standards;
• Support security, abuse detection, and quality control.

MindSpark will not permit third-party AI providers to use Student Data for training or improving unrelated commercial services without express written consent from Customer.

B.6 Monitoring and Evaluation.

MindSpark will maintain processes to:

• Monitor AI performance for robustness, reliability, and responsiveness under expected classroom loads;
• Periodically evaluate AI for observable bias or unintended patterns, using a combination of automated checks and human review;
• Log and investigate significant AI-related incidents reported by Customer, including inappropriate content or suspected bias.

B.7 Explainability and Documentation.

MindSpark will make available documentation that explains, at a high level:

• The types of inputs AI models use;
• The kinds of outputs they generate;
• The intended use cases and known limitations;
• Recommended educator practices for reviewing and contextualizing AI outputs.

B.8 Educator Guidance and Training.

MindSpark encourages and supports professional learning for educators on the responsible use of AI. MindSpark may provide training, sample policies, and usage guidelines to help educators:

• Interpret AI-generated feedback;
• Coach students on critical evaluation of AI outputs;
• Integrate AI into project-based, mastery-oriented instruction.

B.9 Governance Structure.

MindSpark will maintain internal governance processes to oversee AI Services, which may include:

• Cross-functional review of significant AI changes;
• Alignment with emerging best practices, standards, and regulations for AI in education;
• Consultation with Customer advisory committees, where applicable, to review AI-related roadmap and concerns.

B.10 Policy Review.

MindSpark may update this Policy to reflect changes in law, best practices, or Platform capabilities. When material changes are made, MindSpark will notify Customer, and such changes will not materially reduce the privacy or security protections afforded to Student Data under the Agreement and DPA.

MindSpark values transparency in its usage of artificial intelligence (AI) within its systems. The following document outlines our AI mindset, policies, and procedures. Most importantly, we value a safe and secure AI environment for our customers.

MindSpark Artificial Intelligence (AI) Framework (PDF)