ISPD COMPASS

AI-Powered Platform for Catholic School & Parish Development

Effective Date: March 1, 2026   |   Version 1.0

1. Agreement Overview

These Terms of Service (“Terms”) constitute a legally binding agreement between the subscribing Catholic school, parish, diocese, or authorized Catholic educational institution (“Subscriber,” “you,” or “your”) and the Institute for School & Parish Development, LLC (“ISPD,” “we,” “us,” or “our”) governing access to and use of the ISPD Compass platform (“Platform” or “ISPD Compass”).

By subscribing to, accessing, or using ISPD Compass, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are accepting these Terms on behalf of an institution, you represent and warrant that you have the authority to bind that institution to these Terms.

2. Platform Description

2.1 What is ISPD Compass?

ISPD Compass is a custom-trained artificial intelligence platform designed exclusively for Catholic schools, parishes, and dioceses. The Platform leverages ISPD’s 36+ years of proprietary expertise serving over 7,000 Catholic institutions to provide AI-powered guidance in the following areas:

• Strategic Planning: Guidance on institutional planning frameworks, goal-setting, and long-range visioning aligned with Catholic mission and identity.
• Enrollment Management: Data-informed strategies for student recruitment, retention, marketing, and demographic analysis.
• Fundraising & Advancement: Best practices for annual funds, capital campaigns, major donor cultivation, alumni engagement, and stewardship programs.
• Operational Vitality: Insights on financial sustainability, governance, staffing, facilities planning, and organizational health.
• Catholic Identity & Mission Integration: Resources and strategies for strengthening Catholic identity across all operational areas.
• Communications & Marketing: Templates, frameworks, and guidance for institutional messaging, branding, and community engagement.

2.2 Nature of the Platform

ISPD Compass is an AI-powered advisory tool. It is designed to supplement — not replace — professional consulting services, legal counsel, financial advice, or canonical guidance. The Platform provides recommendations, templates, frameworks, and informational content based on ISPD’s proprietary methodologies and accumulated industry expertise.

3. Authorized Users & Permitted Use

3.1 Authorized Users

Access to ISPD Compass is strictly limited to the following individuals within the subscribing institution (“Authorized Users”):

• School Administrators: Principals, assistant principals, heads of school, and presidents.
• Development & Advancement Staff: Directors of development, advancement officers, annual fund coordinators, alumni relations staff, and marketing personnel.
• Parish Leadership: Pastors, parish administrators, business managers, and pastoral council members directly involved in operational planning.
• Diocesan Personnel: Superintendents, associate superintendents, and diocesan school office staff with direct responsibility for school support.
• Board Members: School board or advisory council members designated by the subscribing institution’s primary administrator.
• Designated Support Staff: Additional personnel expressly authorized in writing by the Subscriber’s primary account holder.

3.2 Permitted Uses

Authorized Users may use ISPD Compass for the following purposes:

• Developing strategic plans, enrollment strategies, and advancement programs for the subscribing institution.
• Generating templates, communications, and marketing content for institutional use.
• Researching best practices in Catholic school and parish development.
• Analyzing data and trends relevant to the Subscriber’s operational planning.
• Training and professional development of the Subscriber’s staff in areas covered by the Platform.
• Preparing board presentations, fundraising appeals, and internal reports.

3.3 Subscription Scope

Each subscription to ISPD Compass is institution-specific. The subscription grants access solely to the subscribing institution and its Authorized Users. Subscriptions are non-transferable and may not be shared with, assigned to, or used for the benefit of any other institution, organization, or individual not expressly covered by the subscription agreement.

4. Prohibited Uses & Restrictions

4.1 Sharing & Distribution Restrictions

The following activities are strictly prohibited:

• Account Sharing: Sharing login credentials, access tokens, or any authentication mechanism with any individual who is not an Authorized User under the active subscription.
• Content Redistribution: Copying, reproducing, distributing, publishing, or otherwise sharing any Platform output, content, templates, frameworks, or methodologies with any individual, institution, or organization outside the subscribing institution without prior written consent from ISPD.
• Competitive Use: Using the Platform or any output derived from the Platform to develop, enhance, or support any product, service, or offering that competes with ISPD’s consulting services or the ISPD Compass platform.
• Third-Party Consulting: Using ISPD Compass content, outputs, or methodologies to provide consulting, advisory, or professional services to third parties, whether for compensation or otherwise.
• Resale or Sublicensing: Reselling, sublicensing, leasing, or otherwise commercializing access to the Platform or its outputs in any form.

4.2 Technical Restrictions

Subscribers and Authorized Users shall not:

• Attempt to reverse-engineer, decompile, disassemble, or otherwise extract the source code, algorithms, training data, or underlying methodologies of the Platform.
• Use automated tools, bots, scrapers, or any programmatic method to extract, harvest, or systematically download content from the Platform.
• Circumvent, disable, or interfere with any security, access control, or digital rights management features of the Platform.
• Upload malicious code, viruses, or any harmful content to the Platform.
• Use the Platform in any manner that violates applicable federal, state, or local laws or regulations.

4.3 Content Restrictions

Subscribers shall not use the Platform to generate content that is defamatory, misleading, fraudulent, or inconsistent with the values and teachings of the Catholic Church. ISPD reserves the right to suspend access for any use that, in its sole discretion, violates the spirit or intent of these Terms.

5. Intellectual Property Rights

5.1 ISPD’s Ownership

ISPD retains all right, title, and interest in and to the ISPD Compass platform, including but not limited to:

• Proprietary Methodologies: All consulting frameworks, assessment tools, strategic planning models, and operational methodologies developed by ISPD over 36+ years of service to Catholic institutions.
• AI Training & Models: All custom training data, AI model configurations, fine-tuning datasets, prompt engineering, and machine learning models that power the Platform.
• Content Library: All templates, sample documents, best-practice guides, case studies, and reference materials available through the Platform.
• Software & Technology: All code, algorithms, user interfaces, databases, APIs, and technical infrastructure underlying the Platform.
• Trademarks & Branding: The ISPD name, ISPD Compass name, logos, and all associated branding elements.

5.2 Subscriber’s Limited License

Subject to these Terms and payment of all applicable subscription fees, ISPD grants Subscriber a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for the Subscriber’s internal institutional purposes as described in Section 3.2. This license does not convey any ownership interest in the Platform or its underlying intellectual property.

5.3 Output Ownership

Content generated by the Platform in response to Subscriber’s specific inputs (“Output”) may be used by the Subscriber for its internal institutional purposes. However, the Subscriber acknowledges that:

• The underlying methodologies, frameworks, and knowledge reflected in any Output remain the exclusive intellectual property of ISPD.
• Outputs may not be used to train, develop, or enhance any competing AI system, consulting methodology, or advisory service.
• ISPD retains the right to use anonymized and aggregated usage data to improve the Platform.

6. Data Privacy & Security

6.1 Subscriber Data

ISPD respects the confidentiality of data entered into the Platform by Subscribers (“Subscriber Data”). ISPD will not sell, share, or disclose Subscriber Data to third parties except as required by law or as necessary to operate and maintain the Platform.

6.2 Data Usage for Platform Improvement

ISPD may use anonymized, de-identified, and aggregated data derived from Platform usage to improve the Platform’s functionality, accuracy, and relevance. No individually identifiable institutional data will be used in this manner without the Subscriber’s express consent.

6.3 Security Measures

ISPD employs commercially reasonable security measures to protect Subscriber Data, including encryption in transit and at rest, access controls, and regular security assessments. However, no system is completely secure, and ISPD cannot guarantee absolute data security.

6.4 Student Data

Subscribers are solely responsible for ensuring that any student data or personally identifiable information entered into the Platform complies with applicable privacy laws, including but not limited to the Family Educational Rights and Privacy Act (FERPA) and any applicable state privacy laws. ISPD recommends that Subscribers avoid entering personally identifiable student data into the Platform.

7. Subscription, Fees & Payment

7.1 Subscription Tiers

ISPD Compass is offered in subscription tiers as described on the ISPD website or in a separate order form. Each tier specifies the number of Authorized Users, feature access, and usage limits. Details of the Subscriber’s selected tier are set forth in the applicable order form or subscription confirmation.

7.2 Fees & Payment

Subscription fees are billed in accordance with the billing cycle specified in the order form (monthly or annually). Fees are non-refundable except as expressly stated in these Terms or required by law. ISPD reserves the right to adjust pricing upon renewal with at least sixty (60) days’ prior written notice.

7.3 Renewal & Cancellation

Subscriptions automatically renew at the end of each subscription period unless the Subscriber provides written notice of cancellation at least thirty (30) days prior to the renewal date. Upon cancellation or expiration, the Subscriber’s access to the Platform will terminate, and the Subscriber will no longer have access to Platform features or previously generated Outputs stored on the Platform.

8. Disclaimers & Limitation of Liability

8.1 No Professional Advice

ISPD Compass is an informational and advisory tool. The Platform does not provide legal, financial, tax, canonical, or other professional advice. Subscribers should consult qualified professionals for decisions requiring such expertise. ISPD is not liable for any decisions made in reliance on Platform outputs.

8.2 AI Limitations

As an AI-powered platform, ISPD Compass may occasionally produce outputs that are incomplete, inaccurate, or require human review and judgment. Subscribers are responsible for reviewing and validating all Platform outputs before implementation. ISPD does not warrant that the Platform will be error-free, uninterrupted, or that all outputs will be suitable for any particular purpose.

8.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ISPD’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF ISPD COMPASS SHALL NOT EXCEED THE TOTAL FEES PAID BY THE SUBSCRIBER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL ISPD BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

9. Enforcement & Remedies

9.1 Monitoring

ISPD reserves the right to monitor Platform usage to ensure compliance with these Terms. Such monitoring may include review of usage patterns, access logs, and account activity.

9.2 Suspension & Termination

ISPD may suspend or terminate a Subscriber’s access to the Platform, with or without notice, for:

• Material breach of these Terms, including unauthorized sharing, redistribution, or competitive use.
• Non-payment of subscription fees after a fifteen (15) day cure period following written notice.
• Any use that ISPD reasonably determines poses a risk to the Platform’s security, integrity, or reputation.

9.3 Injunctive Relief

Subscriber acknowledges that unauthorized disclosure, distribution, or use of ISPD’s intellectual property may cause irreparable harm to ISPD for which monetary damages would be insufficient. Accordingly, ISPD shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity.

10. General Provisions

10.1 Modifications

ISPD reserves the right to modify these Terms at any time. Material changes will be communicated to Subscribers at least thirty (30) days prior to taking effect. Continued use of the Platform following such notice constitutes acceptance of the modified Terms.

10.2 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Louisiana, without regard to its conflict of laws principles. Any disputes arising under these Terms shall be resolved in the state or federal courts located in Louisiana.

10.3 Binding Arbitration

All claims and disputes arising under or relating to these Terms are to be settled by binding arbitration. The arbitration shall be conducted by Arbitration Resolution Services, Inc. (ARS) and the parties shall be bound by any and all rules of ARS and any award or decision rendered. ARS rules can be found at www.arbresolutions.com. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all decisions. Any such arbitration shall be conducted by an arbitrator experienced in educational consulting and intellectual property matters and shall include a written record of the arbitration hearing. An award of arbitration may be confirmed in a court of competent jurisdiction.

10.4 Entire Agreement

These Terms, together with any applicable order form or subscription agreement, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous communications, representations, or agreements.

10.5 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10.6 Contact Information

For questions regarding these Terms or ISPD Compass, please contact:

Institute for School & Parish Development, LLC

15 Log Cabin Lane, Pearl River, Louisiana 70452
985-250-9180
catholicdev@ispdconsulting.com
ispdconsulting.com

Acceptance of Terms

By completing the purchase of an ISPD Compass subscription, the Subscriber acknowledges and agrees that they have read, understood, and are bound by these Terms of Service. The act of purchasing, activating, or accessing the Platform constitutes full acceptance of these Terms on behalf of the Subscriber and its institution. No separate signature is required. These Terms are effective as of the date of subscription purchase and remain in effect for the duration of the subscription period, including any renewals, unless terminated in accordance with Section 9.

ISPD reserves the right to present these Terms during the subscription checkout process and may require the Subscriber to affirmatively confirm acceptance (e.g., by checking a box or clicking “I Agree”) prior to completing the purchase. Such electronic acceptance shall have the same legal force and effect as a handwritten signature.