Orchard Terms of Service for Schools and Districts

Effective date: August 7, 2026 · Last updated: August 7, 2026

1. Agreement and Order of Precedence

These Terms of Service for Schools and Districts (these “School Terms“) govern access to and use of the Orchard platform (the “Services“) by a school, school district, charter organization, educational agency, or other educational institution (each, a “School“) and its authorized users.

The Services are provided by Orchard Careers Inc (“Orchard,” “we,” “us,” “our“).

Order of precedence. In the event of a conflict, the following order controls, from highest to lowest:

A written services agreement, master agreement, or purchase contract signed by both Orchard and the School;
A student data privacy agreement or addendum signed by both parties (including the SDPC National Data Privacy Agreement or a state-specific NDPA);
An Order Form or quote executed by both parties;
These School Terms;
The Orchard Privacy Policy for Schools and Districts;
Orchard’s general Terms of Service and Privacy Policy.

These School Terms do not override a signed agreement. Nothing in these School Terms modifies, limits, or supersedes a written agreement signed by an authorized representative of the School. Orchard’s general consumer Terms of Service do not apply to Schools or to users accessing the Services through a School.

2. Authority to Accept; Individual Educator Accounts

The individual accepting these School Terms on behalf of a School represents that they are authorized to bind the School. If they lack that authority, they may not accept these School Terms or enable student accounts.

Individual educator accounts are not School accounts. Orchard offers self-service accounts for individual use. A teacher, counselor, administrator, or other school or district staff member who signs up through a self-service consumer account holds that account for individual personal use only. Specifically:

Self-service accounts cannot create student accounts and cannot be used to enroll, roster, invite, or provision students;
Self-service accounts are not granted access to organization-level functionality, including School dashboards, class or building rosters, cohort reporting, administrative exports, or any view of another user’s data; and
Individual self-service accounts are governed by Orchard’s general Terms of Service and Privacy Policy, not by these School Terms.

School-level deployment — including student accounts, provisioning, and reporting — requires a School agreement with Orchard.

3. Definitions

“Student Data” means personally identifiable information about a student that is provided to Orchard by or on behalf of the School, or that is created or generated by a student through use of the Services, including education records under FERPA.
“Authorized User” means a student, teacher, counselor, or administrator whom the School permits to access the Services.
“School Content” means data, materials, and content the School or its Authorized Users submit to the Services, including Student Data.
“Orchard Content” means the Services and all software, career content, video, assessments, scoring methodology (including the Career Readiness Index), curriculum, text, graphics, and trademarks provided by Orchard.

4. Access, Accounts, and Provisioning

Orchard grants the School a non-exclusive, non-transferable, revocable right to access and use the Services during the subscription term, for the School’s internal educational purposes, for the number and type of Authorized Users specified in the applicable Order Form.
The Services are browser-based. No client software installation is required.
Accounts may be provisioned through the School’s identity provider, including Clever, ClassLink, and Google for Education. Provisioning and deprovisioning follow the School’s identity source of truth.
Limits on rostering. Orchard does not currently support rostering that pulls or synchronizes academic record information such as student grades, transcripts, GPA, course marks, attendance, discipline records, or special education records. Provisioning is limited to identity and enrollment information necessary to create and organize accounts. The School should not transmit academic record data to Orchard.
The School is responsible for maintaining the confidentiality of administrator credentials and for the activity of its Authorized Users.
The School will promptly notify Orchard of any unauthorized access or use of which it becomes aware.

5. Ownership of Student Data

The School owns its Student Data. Orchard claims no ownership of School Content or Student Data.

Orchard’s rights in Student Data are limited to a non-exclusive license to host, process, transmit, display, and back up Student Data solely to the extent necessary to provide, secure, and support the Services for the School, and for no other purpose.

Orchard will not:

Sell, rent, or trade Student Data;
Use Student Data for targeted or behavioral advertising, or to build advertising or marketing profiles;
Use Student Data to train third-party AI foundation models;
Use Student Data for any commercial purpose unrelated to providing the Services to the School;
Disclose Student Data except as permitted by FERPA, directed by the School, described in the School Privacy Policy, or required by law.

No perpetual or commercial content license. For the avoidance of doubt, the “Contribution License” and “Submissions” provisions in Orchard’s general consumer Terms of Service do not apply to Schools, Authorized Users, or Student Data. Orchard does not acquire any perpetual, irrevocable, transferable, or commercial license in student work product, chat content, assessment responses, or action plans, and does not acquire rights in any student’s name, image, or voice.

Handling, retention, deletion, and return of Student Data are governed by the Orchard Privacy Policy for Schools and Districts and any signed DPA.

6. Orchard Content and Intellectual Property

Orchard Content is owned by Orchard or its licensors and is protected by intellectual property law. Except for the access rights granted here, no rights are transferred.
The School and its Authorized Users may access, display, and print Orchard Content for the School’s internal educational use.
The School may not: (a) resell, sublicense, or commercially redistribute the Services or Orchard Content; (b) reverse engineer, decompile, or disassemble the Services except to the extent applicable law permits; (c) systematically scrape or extract Orchard Content to build a competing or derivative dataset or product; (d) use the Services to build a competing product; or (e) remove proprietary notices.
Feedback. If the School or an Authorized User provides suggestions or feedback about the Services, Orchard may use it to improve the Services without obligation. Feedback does not include, and this section does not grant Orchard any rights in, Student Data or student work product.

7. Acceptable Use

The School will use commercially reasonable efforts to ensure Authorized Users do not:

Use the Services for any unlawful purpose or in violation of School policy;
Attempt to gain unauthorized access to the Services, other accounts, or connected systems;
Interfere with or disrupt the integrity or performance of the Services;
Upload malicious code;
Impersonate another person or misrepresent an affiliation;
Use automated means to access the Services except as Orchard expressly permits;
Attempt to circumvent the AI safety guardrails described in Section 8; or
Submit content that is unlawful, harassing, or abusive.

Orchard may suspend an individual Authorized User’s access for conduct that materially violates this Section or presents a security risk, and will notify the School promptly. Orchard will not suspend the School’s access as a whole except as provided in Section 13.

8. AI Features

The Services include Orchie, a scoped AI career companion, and AI-assisted search and recommendations.

Scope. Orchie is constrained to career readiness topics. Out-of-scope or inappropriate prompts are automatically detected and redirected. The student experience does not include open internet browsing or image generation.
Model providers. Anthropic is Orchard’s sole AI model provider; Voyage AI provides text embeddings for search and retrieval. Both are accessed under commercial API agreements whose terms prohibit the use of customer inputs or outputs to train their models.
Chat visibility. Student conversation history is hidden by default and released only through an export requested by an authorized School administrator, where School policy permits.
Not professional advice. AI-generated career information is informational and is not a substitute for guidance from a school counselor or other qualified professional. AI outputs may be inaccurate or incomplete. The School is responsible for the counseling and advising decisions it makes.
No automated decision-making. The Services do not make automated decisions producing legal or similarly significant effects concerning a student. The Career Readiness Index is a formative measure and is not designed for, and should not be used as, a basis for placement, grading, discipline, admission, or eligibility determinations.

9. Accessibility

Orchard designs and maintains the Services to conform to WCAG 2.1 Level AA. Accessibility documentation is available to Schools on request.

If the School identifies an accessibility barrier, it may report it to Orchard, and Orchard will work in good faith to remediate it within a commercially reasonable period.

10. Support and Availability

Support. Orchard provides email support to School administrators and staff at [email protected], with a same-business-day response target.
Availability. Orchard will use commercially reasonable efforts to make the Services available, excluding scheduled maintenance, emergency maintenance, and events beyond Orchard’s reasonable control.
Maintenance. Orchard will use reasonable efforts to schedule planned maintenance outside of School instructional hours in the continental United States and to provide advance notice of maintenance expected to cause material downtime.

11. Fees and Payment

Fees, subscription term, and user counts are set out in the applicable Order Form or quote.
Unless the Order Form states otherwise, Orchard invoices Schools and payment is due net 30 from the invoice date. Orchard accepts purchase orders.
Schools are not enrolled in automatic credit-card renewal. Subscriptions do not auto-renew unless the Order Form expressly provides for renewal, and Orchard will provide written notice at least thirty (30) days before the end of a term of any renewal and of any fee change applicable to the renewal term.
Fees are exclusive of taxes. Schools claiming tax exemption will provide a valid exemption certificate.
Non-appropriation. If the School is a public entity and funds are not appropriated or budgeted for a fiscal period covering the subscription term, the School may terminate the affected portion of the subscription at the end of the last fiscal period for which funds were appropriated, upon written notice to Orchard, without further liability other than fees accrued through the termination date. The School will provide notice as soon as reasonably practicable after it learns of the non-appropriation.

12. Confidentiality

Each party may receive confidential information of the other. Each party will protect the other’s confidential information using at least reasonable care, use it only to perform under these School Terms, and not disclose it except to personnel and contractors with a need to know who are bound by comparable obligations.

Confidential information does not include information that is or becomes public through no fault of the receiving party, was known without restriction before disclosure, or is independently developed.

If a party is compelled by law to disclose the other’s confidential information, it will, where legally permitted, give prompt notice so the other party may seek protection.

Student Data is the School’s confidential information and is additionally governed by the School Privacy Policy and any signed DPA.

Orchard acknowledges that the School may be subject to public records laws and that these School Terms and related agreements may be subject to disclosure.

13. Term, Termination, and Data Return

These School Terms apply for the duration of the School’s subscription term.
Termination for cause. Either party may terminate for the other’s material breach that remains uncured thirty (30) days after written notice.
Termination for convenience by the School. As set out in the applicable Order Form.
Suspension. Orchard may suspend access only for (a) a material security threat, (b) a violation of Section 7 that materially harms the Services or other customers, or (c) non-payment more than thirty (30) days past due following written notice. Orchard will give the School reasonable advance notice and an opportunity to cure where practicable.
On termination or expiration, Orchard will make Student Data available for export for thirty (30) days, after which it will be deleted in accordance with the School Privacy Policy — no longer than three (3) months past termination.
Sections 5, 6, 12, 14, 15, 16, and 19 survive termination.

14. Representations and Warranties

Orchard represents and warrants that:

The Services will perform materially in accordance with Orchard’s then-current documentation;
It will provide the Services in a professional and workmanlike manner consistent with generally accepted industry standards;
It will comply with FERPA, COPPA, and applicable state student data privacy laws in its performance;
It will maintain the safeguards described in the School Privacy Policy;
It will not sell Student Data or use it for targeted advertising; and
To its knowledge, the Services do not infringe the intellectual property rights of any third party.

The School represents and warrants that:

It has authority to enter into these School Terms and to provide Student Data to Orchard;
It has provided any notices and obtained any consents required by FERPA, COPPA, and applicable state law before enabling student accounts;
It will designate Orchard as a school official with a legitimate educational interest where it relies on that FERPA exception; and
Its use of the Services will comply with applicable law and its own policies.

Disclaimer. Except as expressly stated in these School Terms or a signed agreement, the Services are provided “as is,” and Orchard disclaims implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Orchard does not warrant that the Services will be uninterrupted or error-free, or that career information, labor-market data, or AI-generated content will be accurate, complete, or current.

15. Indemnification

By Orchard. Orchard will defend the School against any third-party claim alleging that (a) the Services infringe a United States intellectual property right, or (b) Orchard’s breach of these School Terms, its negligence, or its willful misconduct caused unauthorized access to or disclosure of Student Data in Orchard’s possession or control — and will indemnify the School for damages, liabilities, and reasonable costs finally awarded or agreed in settlement.

Orchard’s obligation does not apply to the extent a claim arises from the School’s misuse of the Services, the School’s own systems, or content the School provided that Orchard was directed to use.

By the School. To the extent permitted by applicable law and subject to any constitutional or statutory limitation on the School’s ability to indemnify — and without waiving governmental immunity — the School will be responsible for third-party claims arising from its Authorized Users’ misuse of the Services in violation of Section 7 or its breach of Section 14.

Procedure. The party seeking indemnification will promptly notify the other of the claim, give the indemnifying party control of the defense, and provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle a claim in a manner that imposes an obligation or admission on the other party without its consent.

16. Limitation of Liability

General cap. Except for the Excluded Claims below, each party’s total cumulative liability arising out of or related to these School Terms will not exceed the total fees paid or payable by the School to Orchard in the twelve (12) months preceding the event giving rise to the claim.

Enhanced cap for data claims. Orchard’s total cumulative liability for claims arising from a breach of its Student Data confidentiality, security, or use-restriction obligations, or from its indemnification obligations under Section 15, will not exceed two (2) times the total fees paid or payable by the School to Orchard in the twelve (12) months preceding the event giving rise to the claim.

Excluded Claims. No cap applies to:

Either party’s gross negligence, willful misconduct, or fraud; or
The School’s payment obligations.

Consequential damages. Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits or revenue, except in connection with the Excluded Claims.

Insurance. Orchard maintains insurance appropriate to the Services. Certificates of insurance are available to Schools on request.

17. Publicity

Neither party will use the other’s name, logo, or trademarks in press releases, case studies, customer lists, or marketing materials without the other party’s prior written consent, which may be withheld in its discretion. Consent for a specific use is not consent for future uses.

18. Governing Law and Dispute Resolution

No mandatory arbitration. Orchard does not require Schools to arbitrate disputes. The binding arbitration, class-action waiver, and venue provisions in Orchard’s general consumer Terms of Service do not apply to Schools.

Governing law. These School Terms are governed by the laws of the state in which the School is located, without regard to conflict-of-laws principles. If the School is not a public entity, or if applicable law does not require otherwise, the laws of the State of Tennessee govern.

Venue. Any action will be brought in a court of competent jurisdiction in the county and state in which the School is located, or as otherwise required by applicable law.

Escalation. Before filing suit, the parties will attempt in good faith to resolve the dispute through discussion between senior representatives for at least thirty (30) days.

Sovereign immunity. Nothing in these School Terms waives any immunity, defense, or limitation of liability available to the School under applicable law.

19. Compliance with Student Privacy Law

Orchard will comply with FERPA, COPPA, the Protection of Pupil Rights Amendment, and applicable state student data privacy laws in providing the Services, as further described in the Orchard Privacy Policy for Schools and Districts.

Orchard will execute a School’s student data privacy agreement, including the SDPC National Data Privacy Agreement and applicable state versions such as the PA NDPA, and will provide a current subprocessor list on request.

Where a signed DPA and these School Terms conflict on a matter of student data privacy, the DPA controls.

20. General

Notices. Formal notices to Orchard must be in writing and sent to Orchard Careers Inc, Attn: Legal, 2000 Mallory Lane, Suite 290 #1442, Franklin, TN 37067, with a copy by email to [email protected]. Notices to the School will be sent to the administrative contact on file. Notice is effective on receipt.
Assignment. Neither party may assign these School Terms without the other’s written consent, except to a successor in a merger or sale of substantially all assets, provided the successor assumes all Student Data obligations. Orchard will notify the School of any such assignment, and the School may terminate and request deletion of Student Data if it objects.
Subcontractors. Orchard remains responsible for its subprocessors’ performance and will bind them to obligations no less protective than these School Terms with respect to Student Data. Orchard will provide at least thirty (30) days’ advance notice before engaging a new subprocessor that will process Student Data.
Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations.
Changes to these School Terms. Orchard may update these School Terms. Material changes will be notified to the School’s administrative contact at least thirty (30) days in advance. Changes do not apply retroactively and do not modify a signed agreement. A School that objects to a material change may terminate before it takes effect.
Severability. If a provision is unenforceable, the remainder stays in effect.
No waiver. Failure to enforce a provision is not a waiver.
Independent contractors. The parties are independent contractors. No partnership, joint venture, or agency is created.
Entire agreement. These School Terms, together with the documents listed in Section 1, are the entire agreement regarding the Services and supersede prior discussions.

21. Contact

Orchard Careers Inc
2000 Mallory Lane, Suite 290 #1442
Franklin, TN 37067

Schools and districts. Please direct all inquiries to your school or district’s designated Orchard contact. This includes contracting and renewal questions, security and compliance documentation, requests to execute a student data privacy agreement, and support escalations.

If you do not know who your designated contact is, write to [email protected] and we will route your inquiry to the right person.

Support: [email protected]

Demo requests: orchard.careers/demo