These Terms of Service ("Terms") constitute a legally binding agreement between OAW Consulting, LLC, doing business as Test Site Manager ("TSM," "we," "us," or "our"), and the school, school district, or educational organization ("School" or "you") accessing or using the Test Site Manager platform. By creating an account or using the Service, the School agrees to be bound by these Terms.
These Terms govern the School's access to and use of the Test Site Manager web application, including all features, tools, and associated services (collectively, the "Service"). The individual accepting these Terms on behalf of a School represents that they have authority to bind the School to this agreement.
If you do not agree to these Terms, you may not access or use the Service. Use of the Service constitutes ongoing acceptance of these Terms as they may be updated from time to time.
Test Site Manager is a purpose-built assessment day coordination platform designed for K–12 online schools and school districts conducting in-person state assessments at temporary venues. The Service includes:
TSM reserves the right to add, modify, or discontinue features of the Service with reasonable notice to active subscribers.
Access to the Service requires the creation of a district account by TSM upon execution of a subscription agreement. The School's designated administrator is responsible for managing user accounts within the district's instance.
The School is responsible for maintaining the confidentiality of all login credentials issued to its staff. TSM shall not be liable for any unauthorized access resulting from the School's failure to protect its credentials. The School must notify TSM immediately of any known or suspected unauthorized access.
The School agrees to provide accurate, current, and complete information when registering and to update that information as necessary to keep it accurate.
The School may use the Service solely for its internal educational purposes — specifically, coordinating in-person K–12 state assessment events for enrolled students of the subscribing district.
The School may not:
The School retains sole ownership of all student education records uploaded to or generated within the Service. TSM does not claim any ownership interest in student data.
TSM operates as a "school official" under FERPA (20 U.S.C. § 1232g). The School, as the data controller, authorizes TSM to process student education records under the legitimate educational interest exception. TSM processes student data exclusively on behalf of and under the direction of the School.
TSM agrees to:
The School agrees to upload only student data for which it has the legal authority to share with TSM under FERPA. The School is responsible for ensuring that its use of the Service complies with all applicable federal and state student privacy laws, including any state-specific requirements beyond FERPA.
Each School's data is logically isolated within a dedicated subdomain instance. TSM's systems are designed so that authorized users of one district cannot access data belonging to any other district.
The School is solely responsible for:
Access to the Service is provided on a subscription basis. Subscription terms, pricing, and payment schedules are set forth in a separate order form or subscription agreement executed between TSM and the School. In the event of a conflict between these Terms and an executed order form, the order form controls.
Fees are due in accordance with the payment schedule in the applicable order form. Overdue amounts may accrue interest at the rate of 1.5% per month, or the maximum rate permitted by law, whichever is lower. TSM reserves the right to suspend access to the Service for accounts with overdue balances after reasonable notice.
Subscription fees do not include applicable taxes. The School is responsible for any sales, use, or similar taxes imposed by applicable law on the purchase of the Service, except for taxes assessed on TSM's net income.
Subscription fees are generally non-refundable except as expressly stated in the applicable order form or as required by applicable law. TSM will work in good faith with Schools to resolve billing disputes.
TSM retains all right, title, and interest in and to the Service, including all software, algorithms, interfaces, documentation, and underlying technology. These Terms do not convey any ownership interest in the Service to the School. The School is granted a limited, non-exclusive, non-transferable license to use the Service during the subscription term solely for the purposes described herein.
If the School provides TSM with suggestions, feedback, or ideas regarding the Service ("Feedback"), TSM may use that Feedback without restriction or compensation to the School. The School grants TSM a perpetual, irrevocable, royalty-free license to use any Feedback for any purpose.
The School grants TSM a limited license to process, store, and transmit School data solely as necessary to provide the Service. This license terminates upon termination of the subscription and deletion of School data from TSM's systems.
Each party agrees to keep confidential any non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Each party agrees to use Confidential Information only to fulfill its obligations under these Terms and to protect it with at least the same degree of care used to protect its own confidential information, but no less than reasonable care.
Student education records are considered Confidential Information of the School. TSM's pricing, technical architecture, and unreleased product features are Confidential Information of TSM.
Confidentiality obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party prior to disclosure, or is required to be disclosed by law or valid legal process.
TSM will use commercially reasonable efforts to make the Service available. The Service may be temporarily unavailable due to scheduled maintenance, emergency maintenance, or circumstances beyond TSM's reasonable control.
TSM will provide advance notice of scheduled maintenance windows where practicable. TSM does not guarantee any specific uptime percentage unless expressly stated in a separate Service Level Agreement ("SLA") executed with the School.
TSM shall not be liable for any downtime, data loss, or damages arising from service interruptions caused by internet outages, hosting provider failures, force majeure events, or actions outside TSM's reasonable control.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, TSM DISCLAIMS ALL WARRANTIES INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
TSM does not warrant that the Service will be error-free, uninterrupted, or free of harmful components, or that any specific results will be achieved through use of the Service. The School assumes all responsibility for the selection and use of the Service to achieve its intended results.
To the fullest extent permitted by applicable law, TSM's total cumulative liability to the School arising out of or related to these Terms or the Service — whether based on contract, tort, statute, or any other legal theory — shall not exceed the total fees paid by the School to TSM in the twelve (12) months immediately preceding the event giving rise to the claim.
In no event shall TSM be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, loss of data, or business interruption, even if TSM has been advised of the possibility of such damages.
Some jurisdictions do not allow limitations on implied warranties or exclusions of certain damages; in such jurisdictions, the above limitations apply to the extent permitted by law.
The School agrees to indemnify, defend, and hold harmless TSM and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
These Terms are effective upon the School's first use of the Service and remain in effect for the duration of the subscription period set forth in the applicable order form, unless earlier terminated.
Either party may terminate these Terms upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving written notice of the breach.
TSM may suspend or terminate the School's access to the Service immediately upon written notice if the School violates Section 4 (Authorized Use), Section 5 (Student Data and FERPA), or uses the Service in a manner that exposes TSM to legal liability.
Upon termination, the School's access to the Service will be revoked. TSM will retain School data for ninety (90) days following termination, during which time the School may request an export of its data. After ninety (90) days, TSM will permanently delete all School data from its systems. TSM will confirm deletion in writing upon request.
TSM may modify these Terms from time to time. TSM will provide at least thirty (30) days' written notice of material changes via email to the School's designated administrator. The School's continued use of the Service after the effective date of the updated Terms constitutes acceptance. If the School does not accept the modified Terms, it may terminate its subscription before the effective date of the changes.
These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law principles. Any dispute arising out of or related to these Terms or the Service that cannot be resolved informally shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association, with proceedings conducted in Roanoke, Virginia.
Notwithstanding the foregoing, either party may seek emergency injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable harm pending resolution of a dispute.
Nothing in these Terms waives any rights or defenses available to a School under applicable federal or state law governing public school districts.
Questions about these Terms or the Service should be directed to: