EducAIte Terms of Service

1. Overview & Relationship Structure

General. EducAIte is a K-12 AI literacy, safety, and governance platform. EducAIte contracts with Schools, not with individual students or, in most cases, individual parents. Student accounts are created and managed by the School through its administrator console; students do not independently register for or agree to these Terms. A School’s use of the Service is also governed by its executed Order Form and/or DPA with EducAIte, which control over these Terms with respect to data handling, liability caps, and term/termination where they conflict. The Service is accessed by Staff Users and Students at app.educaitelearning.com (or such other URL as EducAIte may designate). By using the Service, School and Staff Users also agree to EducAIte’s Privacy Notice, which is incorporated into these Terms by reference.

Procurement Through Resellers. School may procure access to the Service directly from EducAIte or through an authorized reseller of EducAIte (each, a “Reseller”). Regardless of the channel through which the Service was procured, School’s use of the Service is governed by these Terms, and School will separately execute an Order Form and DPA directly with EducAIte governing its subscription, fees, and data-handling terms.

State-Specific Requirements. Some Schools, particularly public school districts, are subject to additional state-specific student-data-privacy requirements (for example, Illinois’s Student Online Personal Protection Act, or “SOPPA”). EducAIte will consider reasonable requests for a state-specific rider or addendum to these Terms, the Order Form, or the DPA to address such requirements, as agreed in writing by the parties.

2. Eligibility & School Authorization

The Services are intended for use by schools, school districts, educational institutions, and their authorized administrators, teachers, staff, and students (collectively, “Users”). Staff User accounts are created by or at the direction of the applicable school, school district, or other educational institution (the “School”) and may require a valid School-issued email address or other credentials approved by the School. Student accounts are provisioned solely by or at the direction of the School, including through a School-authorized roster integration or administrator console. EducAIte does not independently solicit students to create accounts or register for the Services. The School is responsible for determining which students are authorized to use the Services and for administering student access in accordance with applicable law and the School’s policies. To the extent permitted by applicable law, the School represents and warrants that it has the authority to authorize EducAIte to collect, use, and disclose Student Data as described in these Terms, the Privacy Notice, and any applicable agreement between EducAIte and the School. “Student Data” means any personally identifiable information or education record (as defined under FERPA) relating to an identified or identifiable Student that is submitted to, or generated through use of, the Services.

For students under thirteen (13), the Children’s Online Privacy Protection Act (“COPPA”) may require consent before certain personal information is collected online. Where permitted by COPPA, EducAIte may rely on the School to provide authorization on behalf of a parent or legal guardian for the collection and use of personal information from students under thirteen (13), solely for the School-authorized educational purposes described in the Privacy Notice and applicable agreement with the School. Nothing in these Terms is intended to transfer to the School any obligation imposed directly on EducAIte under COPPA or other applicable law. EducAIte does not use personal information collected from students pursuant to School authorization for targeted advertising or other commercial purposes unrelated to providing the Services to the School.

For additional information regarding EducAIte’s collection, use, disclosure, retention, and deletion of student personal information, please review our Privacy Notice.

3. User Accounts

Access to certain portions of the Services requires an account (“User Account”). Staff User Accounts are created by or at the direction of the School. Student User Accounts are provisioned solely by or at the direction of the School, including through a roster integration, single sign-on functionality, or administrator console. Students may not independently create a User Account unless expressly authorized by EducAIte and the applicable School. Each User may access and use only the User Account assigned or authorized for that User. User Accounts are personal to the applicable User and may not be sold, transferred, shared, or otherwise made available to another person. Users must maintain the confidentiality of their login credentials and promptly notify the School or EducAIte of any known or suspected unauthorized access to or use of their User Account.

The School is responsible for administering Staff User and Student User access as further described in Section 4, including maintaining accurate roster and account information and promptly notifying EducAIte when a User should no longer have access to the Services. EducAIte may suspend or terminate a User Account if EducAIte reasonably determines that the User has violated these Terms, used the Services unlawfully, compromised the security or integrity of the Services, or is no longer authorized to access the Services. EducAIte may also suspend or terminate a Student User Account at the direction of the applicable School.

4. School & Staff Responsibilities

The School is responsible for administering access to the Services for its authorized Staff Users and Student Users. The School and its Staff Users, as applicable, will:

• provide accurate roster, account, and other information necessary to provision User Accounts and keep such information reasonably current;
• maintain reasonable administrative controls over Staff User and Student User access, and promptly notify EducAIte of any known or suspected unauthorized access or when a User is no longer authorized to use the Services;
• maintain the confidentiality and security of their respective Staff User credentials and not share or permit unauthorized use of such credentials;
• use and administer the Services in accordance with applicable law and the School’s applicable acceptable-use, student-safety, and mandatory-reporting policies; and
• provide any notice to, or obtain any consent or authorization from, parents or legal guardians that the School is independently required to provide or obtain under applicable law in connection with the School’s use of the Services.

For clarity, nothing in this Section 4 transfers to the School or any Staff User any obligation imposed directly on EducAIte under applicable law.

5. Communications

By using the Services, Schools and Staff Users consent to receive electronic communications from EducAIte in connection with the Services, including by email and through in-platform notices. Such communications may include account, security, administrative, transactional, operational, legal, and other notices relating to the Services. Schools and Staff Users agree that agreements, notices, disclosures, and other communications that EducAIte provides electronically satisfy any legal requirement that such communications be in writing and may be delivered electronically to the email address associated with the applicable account or otherwise provided to EducAIte. Schools and Staff Users are responsible for maintaining current and accurate contact information.

Certain transactional, administrative, security, and operational communications are necessary to provide and administer the Services and cannot be opted out of while the applicable School or Staff User continues to use the Services. Where applicable law permits withdrawal of consent to electronic delivery of legally required notices or records, a School or Staff User may withdraw such consent by contacting support@educaitelearning.com. Any withdrawal will become effective after EducAIte has had a reasonable period of time to process the request and may affect EducAIte’s ability to provide the Services or certain features if electronic communications are reasonably necessary for their provision. Non-essential communications may be opted out of using any unsubscribe mechanism provided in the communication or by contacting support@educaitelearning.com.

Marketing and newsletter communications are directed only to Staff Users and other adults (18 years of age or older) who have consented to or otherwise are eligible to receive such communications under applicable law.

6. AI Model Integration

The Services use one or more third-party artificial intelligence models and related services (each, an “Underlying AI Provider”). EducAIte provides a governance and instructional scaffolding layer through which authorized Users interact with such Underlying AI Providers. EducAIte may add, replace, or modify the Underlying AI Providers used in connection with the Services from time to time, subject to the applicable agreement with the School, the DPA, and applicable law. For EducAIte-managed configurations, EducAIte currently uses Google Gemini through Google Vertex AI as an Underlying AI Provider. Additional information regarding applicable Underlying AI Providers and their processing of data is provided in EducAIte’s Privacy Notice, DPA, and/or applicable subprocessor disclosures.

Where EducAIte permits a School to connect its own account or API credentials for an Underlying AI Provider (a “Bring-Your-Own-Key” or “BYOK” configuration), the School is responsible for maintaining the applicable account, credentials, permissions, and contractual relationship with that Underlying AI Provider. The School’s use of the Underlying AI Provider through a BYOK configuration may also be subject to the School’s separate agreement with that provider. EducAIte is not responsible for the acts or omissions of an Underlying AI Provider acting pursuant to the School’s own account or credentials, except to the extent arising from EducAIte’s own acts or omissions in providing the Services. Underlying AI Providers are independent third-party service providers and are not controlled by EducAIte. EducAIte is not responsible for changes made by an Underlying AI Provider to its models, services, APIs, functionality, availability, security requirements, or applicable terms or policies. Such changes may affect the availability or functionality of certain features of the Services.

Artificial intelligence and machine-learning technologies may generate output that is inaccurate, incomplete, misleading, inappropriate, or biased. EducAIte does not warrant the accuracy, completeness, reliability, or suitability of AI-generated output. The Services are designed to support and scaffold student learning and are not intended to replace teacher instruction, professional judgment, or independent review. Schools and Staff Users are responsible for exercising appropriate professional and pedagogical judgment and for reviewing and verifying AI-generated output before relying on it or using it to make decisions concerning a Student User. AI-generated output should not be used as the sole basis for decisions concerning a Student User’s grades, discipline, eligibility, placement, accommodations, educational opportunities, or other decisions that may materially affect the Student User, except to the extent expressly permitted by the School and applicable law.

7. Content & Safety Guardrails

EducAIte implements administrative and technical safeguards designed to promote appropriate use of the Services and support School-established student-safety requirements. Certain safeguards may be configured by the School through its administrator console and may include:

• Topic controls designed to restrict the Service from substantively engaging with categories of sensitive or prohibited topics designated by the School and, where appropriate, provide the Student User with a message indicating that the topic cannot be addressed through the Service;
• Website controls designed to restrict the Service from searching, accessing, or retrieving content from websites or domains designated by the School;
• Personal information safeguards designed to detect and redact or otherwise restrict the submission of certain personally identifiable information entered by a Student User and, where appropriate, provide the Student User with an explanatory message; and
• Student-safety safeguards designed to identify certain content indicating potential concerns regarding a Student User’s social-emotional wellbeing or potential harm to self, others, or property, restrict the Service from substantively engaging with such content, and, where configured and technically available, provide an alert to School personnel designated by the School.

These safeguards are intended to supplement, and not replace, the School’s own supervision, student-safety procedures, emergency-response protocols, mandatory-reporting obligations, and acceptable-use policies. Automated safeguards, including those that rely on artificial intelligence, may not identify, classify, redact, restrict, or generate an alert regarding every instance of sensitive, prohibited, personally identifiable, or potentially concerning content and may occasionally identify content incorrectly. The Services are not an emergency service, crisis-response service, mental-health service, or substitute for direct supervision by School personnel. EducAIte does not undertake to monitor Student Users for emergencies or potential harm and does not guarantee that the Services will detect or provide notice of any particular safety concern. The School remains responsible for supervising Student use of the Services and for determining and implementing any appropriate response to information or alerts made available through the Services, including any actions required under the School’s student-safety and mandatory-reporting policies or applicable law, consistent with these Terms.

8. Use of the Service

8.1 Right to Suspend or Restrict Access.

EducAIte may suspend or restrict access to all or any portion of the Services by a School, Staff User, or Student User where EducAIte reasonably determines that such action is necessary to: (a) protect the safety of Students or other persons; (b) protect the security, integrity, or availability of the Services or data processed through the Services; (c) prevent or address unauthorized, fraudulent, abusive, or unlawful use of the Services; (d) address a material or repeated violation of these Terms; or (e) comply with applicable law or a binding request or order of a governmental authority. Where practicable and legally permitted, EducAIte will promptly notify the applicable School of any suspension or restriction and will reasonably cooperate with the School regarding restoration of access once the circumstances giving rise to the suspension or restriction have been resolved.

8.2 Prohibited Use.

Schools and Users may not, and may not permit or assist any other person to:

• (a) use the Services in violation of applicable law or in a manner that infringes, misappropriates, or otherwise violates the intellectual property, privacy, publicity, or other rights of any person;
• (b) access or attempt to access any account, system, portion of the Services, or data for which the User is not authorized, including another School’s or User’s data;
• (c) introduce, transmit, or distribute any virus, worm, Trojan horse, malicious code, or other technology intended to disrupt, damage, interfere with, or obtain unauthorized access to the Services or any related systems or data;
• (d) interfere with, disrupt, disable, overburden, or otherwise impair the operation, security, or availability of the Services;
• (e) impersonate another person, access another User’s account without authorization, misrepresent the User’s identity or affiliation, or provide materially false account information;
• (f) scrape, crawl, harvest, extract, or use bots or other automated means to access or obtain data or content from the Services, except through functionality expressly made available or authorized by EducAIte;
• (g) copy, reproduce, modify, translate, adapt, create derivative works of, disassemble, decompile, reverse engineer, or otherwise attempt to discover the source code, underlying structure, algorithms, models, or technology of the Services, except to the extent such restriction is prohibited by applicable law;
• (h) access or use the Services or any non-public information obtained through the Services to develop, train, improve, benchmark, or provide a product or service that competes with the Services, except as expressly authorized by EducAIte in writing;
• (i) remove, obscure, or alter any copyright, trademark, proprietary-rights, or other notices appearing in or through the Services;
• (j) use the Services to bully, threaten, harass, discriminate against, exploit, or intentionally harm another person, or to generate or distribute content intended to facilitate harm to a Student User or other person;
• (k) use the Services to generate, solicit, transmit, or facilitate unlawful content or activity;
• (l) attempt to bypass, disable, manipulate, circumvent, or “jailbreak” any security feature, usage restriction, Underlying AI Provider safeguard, or safety configuration implemented by EducAIte or the School, including the controls described in Section 7;
• (m) input source code or programming code into the Services where such input is prohibited by EducAIte or the School; or
• (n) upload, submit, or otherwise make available through the Services any content or data that the School or User does not have the right or authority to provide or authorize EducAIte to process in accordance with these Terms and the applicable agreement with the School.

Schools and Users are responsible for the accuracy and appropriateness of information and content they submit through the Services and for obtaining any rights or permissions necessary to provide such information or content to EducAIte, in each case subject to the allocation of responsibilities set forth in these Terms, the applicable agreement with the School, and applicable law.

8.3 Service Availability and Changes.

EducAIte uses commercially reasonable efforts to make the Services available but does not guarantee that the Services will be uninterrupted, error-free, or available at all times. Access may be interrupted or limited from time to time due to scheduled or emergency maintenance, updates, third-party service or infrastructure failures, changes to an Underlying AI Provider, security concerns, circumstances beyond EducAIte’s reasonable control, or other operational requirements. EducAIte may modify, update, or discontinue features or functionality of the Services from time to time; provided that any material modification or discontinuation will be subject to the terms of the applicable agreement between EducAIte and the School. Nothing in this Section limits any service-level, support, availability, or other commitments expressly set forth in a separate written agreement between EducAIte and the School.

9. Ownership & Licenses

9.1 License to Use.

Subject to School’s and its Users’ compliance with these Terms and the applicable Order Form, EducAIte grants School, during the applicable subscription term, a limited, non-exclusive, non-transferable (except as expressly permitted under these Terms), non-sublicensable right to access and use the Service, and to permit its authorized Staff Users and Student Users to access and use the Service, solely for School’s internal educational purposes and in accordance with these Terms. Access is limited to the number and type of Staff User and Student User seats specified in the applicable Order Form. School will not knowingly permit access to or use of the Service by any person other than its authorized Users. The applicable subscription term will be as set forth in the Order Form and will renew, if applicable, in accordance with Section 13. All rights not expressly granted under these Terms are reserved by EducAIte and its licensors.

9.2 EducAIte’s Proprietary Rights.

As between EducAIte and School, EducAIte and its licensors own all right, title, and interest in and to the Service and all technology, software, documentation, interfaces, methodologies, prompt architecture, system prompts, model configurations, workflows, algorithms, designs, features, functionality, content, and other materials developed or provided by EducAIte in connection with the Service, together with all modifications, improvements, updates, and derivative works of the foregoing (collectively, “EducAIte Materials”), including all intellectual property rights therein. Except for the limited rights expressly granted under these Terms, no right, title, or interest in or to any EducAIte Materials is transferred to School or any User. School and Users may not use EducAIte’s names, logos, trademarks, service marks, or other brand identifiers except with EducAIte’s prior written authorization or as otherwise permitted by applicable law. School will not remove, alter, or obscure any copyright, trademark, or other proprietary-rights notice included in the Service.

9.3 School & Student Content.

As between EducAIte and School, School retains all right, title, and interest in and to data, information, materials, prompts, documents, and other content submitted to the Service by or on behalf of School, its Staff Users, or its Student Users (“School Content”). School grants EducAIte a limited, non-exclusive right to access, host, store, reproduce, transmit, display, and otherwise process School Content solely as necessary to provide, maintain, secure, support, and improve the Service for School, including to generate authorized dashboards and analytics and to transmit School Content to authorized subprocessors and Underlying AI Providers as necessary to provide the Service, in each case subject to the applicable DPA, Privacy Notice, and applicable law. School represents and warrants that it has, or has obtained, the rights and authority necessary to provide School Content to EducAIte and authorize its processing as contemplated by these Terms, except to the extent EducAIte is independently responsible under applicable law for obtaining any authorization or consent. EducAIte will not use School Content to train or improve any third-party or general-purpose artificial intelligence model and will not permit an Underlying AI Provider to use School Content for such purpose, except with School’s express written authorization. EducAIte will not otherwise use School Content for purposes unrelated to providing the Service except as expressly permitted under these Terms, the applicable DPA, or applicable law.

9.4 AI-Generated Output.

The Service may generate responses, recommendations, instructional materials, or other output in response to School Content or User interactions (“Output”). As between EducAIte and School, and to the extent EducAIte has any rights in such Output, EducAIte assigns such rights to School. EducAIte does not claim ownership of Output solely because it is generated through use of the Service. School acknowledges that, due to the nature of artificial intelligence, Output may not be unique, and the same or similar output may be generated for other users. EducAIte does not represent or warrant that any Output is eligible for intellectual property protection or that School will have exclusive rights in any Output. For clarity, Output does not include EducAIte Materials, including EducAIte’s underlying technology, methodologies, system prompts, prompt architecture, model configurations, workflows, or other proprietary components used to generate Output.

9.5 Aggregated Data.

EducAIte may generate and use aggregated and de-identified information derived from use of the Service (“Aggregated Data”), provided that such information has been processed so that it does not identify and cannot reasonably be used to identify School, any Staff User, any Student User, or any other individual. As between the parties, EducAIte owns all right, title, and interest in and to Aggregated Data and may use Aggregated Data to operate, maintain, secure, analyze, and improve the Service; develop new features and functionality; conduct research; and generate reports regarding usage and learning trends. EducAIte will not attempt to re-identify Aggregated Data or disclose Aggregated Data in a manner that reasonably permits School, a Staff User, or a Student User to be identified. Any use or disclosure of identifiable or School-level data beyond that authorized under these Terms and the applicable DPA will require School’s authorization as applicable.

10. Feedback

If School or any Staff User voluntarily provides EducAIte with suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Service (“Feedback”), EducAIte may use and incorporate such Feedback into the Service without restriction or obligation to School or the applicable Staff User. Feedback does not include School Content, Student Data, or other confidential information of School.

11. Confidential Information

11.1 Confidential Information.

In connection with the Services, each party (the “Disclosing Party”) may disclose or make available to the other party (the “Receiving Party”) non-public business, technical, financial, security, commercial, or other information that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”). EducAIte’s Confidential Information includes, without limitation, non-public information concerning the Services and their architecture, software, source and object code, algorithms, methodologies, prompt architecture, system prompts, model configurations, workflows, security measures, product plans, pricing, and other proprietary technology, know-how, and trade secrets, whether or not such information is expressly designated as confidential. School’s Confidential Information includes School Content and other non-public information concerning School, its Staff Users, and its operations. Student Data and other personal information processed by EducAIte are also subject to the applicable Privacy Notice, DPA, and applicable law, and nothing in this Section limits EducAIte’s obligations with respect to such information thereunder.

11.2 Obligations.

The Receiving Party will: (a) use the Disclosing Party’s Confidential Information solely as necessary to exercise its rights and perform its obligations under these Terms and the applicable agreement between the parties; (b) protect such Confidential Information using at least a reasonable degree of care and no less than the degree of care it uses to protect its own confidential information of a similar nature and importance; and (c) not disclose such Confidential Information except as permitted by this Section. The Receiving Party may disclose Confidential Information to its employees, contractors, professional advisors, service providers, and, where applicable, subprocessors who have a need to know such information for purposes consistent with these Terms and who are subject to confidentiality obligations or professional duties of confidentiality that are at least as protective as those set forth herein. The Receiving Party remains responsible for its compliance with this Section and for any breach of these confidentiality obligations by persons to whom it discloses Confidential Information, except to the extent otherwise provided in the applicable DPA.

11.3 Exceptions.

Confidential Information does not include information that the Receiving Party can demonstrate: (a) was lawfully known to the Receiving Party without restriction on use or disclosure before receipt from the Disclosing Party; (b) is or becomes publicly available through no breach of these Terms or other wrongful act of the Receiving Party; (c) is lawfully received from a third party without breach of any duty of confidentiality; or (d) is independently developed by or on behalf of the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

11.4 Required Disclosure.

If the Receiving Party is required by applicable law, regulation, subpoena, court order, or other valid legal process to disclose Confidential Information, the Receiving Party may make such disclosure, provided that, to the extent legally permitted, it gives the Disclosing Party prompt written notice and reasonable assistance, at the Disclosing Party’s expense, if the Disclosing Party seeks a protective order or other appropriate remedy. The Receiving Party will disclose only the portion of the Confidential Information that it is legally required to disclose and will use reasonable efforts to obtain confidential treatment for the disclosed information.

11.5 Return or Destruction.

Upon termination or expiration of the applicable agreement or upon the Disclosing Party’s reasonable written request, the Receiving Party will cease use of and, upon request, return or destroy the Disclosing Party’s Confidential Information in its possession or control, except to the extent retention is required by applicable law or the information is maintained in routine backup, archival, or disaster-recovery systems and is not readily accessible in the ordinary course of business. Any retained Confidential Information will remain subject to the confidentiality and use restrictions of this Section for so long as it is retained. Return, deletion, and retention of Student Data and other personal information will be governed by the applicable DPA and applicable law.

11.6 Remedies; Survival.

Each party acknowledges that unauthorized use or disclosure of the other party’s Confidential Information may cause irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, the Disclosing Party may seek appropriate equitable relief, including injunctive relief, in addition to any other remedies available at law or in equity. The obligations in this Section will survive for three (3) years following termination or expiration of the applicable agreement; provided that obligations relating to trade secrets will continue for so long as the information qualifies as a trade secret under applicable law. Notwithstanding the foregoing, Student Data, personal information, and other information subject to separate confidentiality, privacy, security, retention, or deletion requirements will remain subject to those requirements for the period required by the applicable DPA or applicable law.

12. Third-Party Services

The Service may interoperate or integrate with third-party products, services, platforms, infrastructure, and technologies, including Underlying AI Providers and other service providers or subprocessors used by EducAIte to provide the Service, as further described in the Privacy Notice, DPA, or applicable subprocessor disclosures (“Third-Party Providers”). EducAIte may add, replace, or modify Third-Party Providers from time to time, subject to the applicable Order Form, DPA, and applicable law. The Service may also contain links to, permit access to, or enable School or Staff Users to connect with third-party websites, applications, content, products, or services that are not operated or controlled by EducAIte (“Third-Party Services”). Unless expressly stated otherwise, EducAIte does not endorse and is not responsible for the content, accuracy, availability, security, privacy practices, or other practices of such Third-Party Services. School and Staff Users are responsible for reviewing and complying with any terms and privacy policies applicable to Third-Party Services they elect to access or use.

Where School elects to enable or connect a Third-Party Service, including through a Bring-Your-Own-Key configuration, School authorizes EducAIte to exchange School Content and other information with that Third-Party Service to the extent necessary to provide the requested integration or functionality. School is responsible for maintaining any third-party accounts, credentials, licenses, subscriptions, permissions, equipment, connectivity, or other resources that School is separately required to obtain for its use of such Third-Party Service. EducAIte does not control and is not responsible for changes made by a Third-Party Service that is not operated by EducAIte, including changes to its functionality, availability, APIs, terms, or policies, or for the acts or omissions of a Third-Party Service selected, contracted for, or enabled directly by School. Nothing in this Section limits EducAIte’s obligations with respect to Third-Party Providers engaged by EducAIte as subprocessors or service providers under the applicable DPA or applicable law.

13. Fees; Payment; Renewal

13.1 Fees.

School will pay the fees specified in each applicable order form, pilot agreement, subscription agreement, statement of work, or other written ordering document entered into between EducAIte and a School that identifies the Services to be provided to the School. Except as otherwise stated in the applicable Ordering Document, all fees are quoted and payable in U.S. dollars, are exclusive of applicable sales, use, excise, and similar taxes, and are non-refundable once paid. School is responsible for applicable taxes imposed on its purchase or use of the Services, other than taxes imposed on EducAIte’s net income.

13.2 Invoicing and Payment.

EducAIte will invoice School in accordance with the billing schedule and payment terms specified in the applicable Ordering Document. If an Ordering Document does not specify a payment period, invoiced amounts are due within thirty (30) days after the invoice date. Except for amounts disputed by School in good faith, amounts not paid when due may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. EducAIte may suspend access to the Services for material nonpayment after providing School with reasonable written notice and an opportunity to cure, except to the extent such interest, suspension, or other remedy is prohibited by law or otherwise restricted with respect to a School that is a governmental entity.

13.3 Term and Renewal.

Each Ordering Document will have the initial term specified in that Ordering Document. Unless otherwise stated in the applicable Ordering Document, a paid subscription will automatically renew for successive one (1) year terms unless either party provides written notice of non-renewal at least thirty (30) days before expiration of the then-current term. Pilot programs, trials, evaluations, proofs of concept, and other limited-duration offerings will expire at the end of the period specified in the applicable Ordering Document and will not automatically renew or convert into a paid subscription unless expressly stated in that Ordering Document or otherwise agreed in writing by the parties.

13.4 Renewal Fees.

Unless otherwise stated in the applicable Ordering Document, EducAIte may change the fees applicable to a renewal term by providing School with notice of the new fees before the deadline for School to provide notice of non-renewal. Any revised fees will apply beginning with the applicable renewal term and will not affect fees for the then-current term.

13.5 Multiple Ordering Documents.

School may enter into multiple Ordering Documents for different Services, subscriptions, pilots, User groups, campuses, or other offerings. Each Ordering Document will constitute a separate commitment subject to these Terms unless the applicable Ordering Document expressly provides otherwise. The expiration or termination of one Ordering Document will not, by itself, terminate any other Ordering Document then in effect.

14. Representations; Disclaimer of Warranties

14.1 Mutual Authority.

Each party represents and warrants that it has the full right, power, and authority to enter into these Terms and each applicable Ordering Document and to perform its obligations thereunder.

14.2 School Representations.

School represents and warrants that: (a) it has the authority to authorize its Staff Users and Student Users to access and use the Services for School-authorized educational purposes; (b) it has the right and authority to provide or make available to EducAIte the School Content, Student Data, roster information, and other information that School provides or directs EducAIte to process in connection with the Services; (c) it will provide any notice to, or obtain any consent or authorization from, parents or legal guardians that applicable law independently requires School to provide or obtain in connection with School’s use of the Services; (d) it will use and administer the Services in compliance with laws applicable to School’s use of the Services; and (e) roster and account information provided by or on behalf of School will be materially accurate and reasonably current. For clarity, nothing in this Section transfers to School any obligation imposed directly on EducAIte under applicable law.

14.3 Disclaimer of Warranties.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, INCLUDING ALL AI-GENERATED OUTPUT, ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. EDUCAITE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

WITHOUT LIMITING THE FOREGOING, EDUCAITE DOES NOT WARRANT THAT: (A) THE SERVICES WILL MEET SCHOOL’S OR ANY USER’S REQUIREMENTS OR ACHIEVE ANY PARTICULAR EDUCATIONAL, ACADEMIC, OR OTHER RESULT; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) ANY AI-GENERATED OUTPUT OR OTHER CONTENT PROVIDED THROUGH THE SERVICES WILL BE ACCURATE, COMPLETE, RELIABLE, APPROPRIATE, UNIQUE, OR FREE FROM ERRORS OR BIAS; OR (D) ANY THIRD-PARTY SERVICE OR UNDERLYING AI PROVIDER WILL REMAIN AVAILABLE OR OPERATE WITHOUT INTERRUPTION, ERROR, OR MODIFICATION.

Artificial intelligence and machine-learning technologies are probabilistic and may generate inaccurate, incomplete, misleading, inappropriate, or unexpected output. AI-generated output is intended to support and scaffold student learning and is not a substitute for the professional judgment of a teacher, administrator, or other qualified professional. School and Staff Users are responsible for exercising appropriate professional judgment and for reviewing and independently verifying AI-generated output before relying on it for educational, administrative, or other purposes.

No advice, information, representation, or statement, whether oral or written, obtained from EducAIte or through the Services will create any warranty or obligation not expressly set forth in these Terms, an applicable Ordering Document, DPA, or other written agreement between EducAIte and School.

NOTHING IN THIS SECTION DISCLAIMS OR LIMITS ANY EXPRESS WARRANTY, REPRESENTATION, OR OTHER OBLIGATION EXPRESSLY SET FORTH IN THESE TERMS, AN APPLICABLE ORDERING DOCUMENT, DPA, OR OTHER WRITTEN AGREEMENT BETWEEN EDUCAITE AND SCHOOL, OR ANY WARRANTY OR OBLIGATION THAT CANNOT LAWFULLY BE DISCLAIMED OR LIMITED.

15. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EDUCAITE OR ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS, OR ANY APPLICABLE ORDERING DOCUMENT, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT EDUCAITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EDUCAITE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS, AND ALL APPLICABLE ORDERING DOCUMENTS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY SCHOOL TO EDUCAITE UNDER THE ORDERING DOCUMENT GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF THE CLAIM ARISES FROM A PILOT, TRIAL, OR OTHER SERVICE FOR WHICH SCHOOL HAS PAID NO FEES, EDUCAITE’S TOTAL AGGREGATE LIABILITY ARISING FROM SUCH SERVICE WILL NOT EXCEED ONE HUNDRED DOLLARS ($100).

THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION APPLY REGARDLESS OF WHETHER LIABILITY ARISES IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, AND WILL APPLY EVEN IF ANY LIMITED REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION ARE A MATERIAL BASIS OF THEIR BARGAIN.

NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY TO THE EXTENT SUCH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

16. Indemnification

16.1 By School.

To the extent permitted by applicable law, School will indemnify, defend, and hold harmless EducAIte and its affiliates and their respective officers, directors, employees, and agents from and against any third-party claims, actions, proceedings, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) School Content that infringes, misappropriates, or otherwise violates a third party’s intellectual property or other proprietary rights; (b) School’s material violation of applicable law in its use or administration of the Services; (c) School’s failure to provide any notice to, or obtain any consent or authorization from, a parent or legal guardian that applicable law independently requires School to provide or obtain in connection with School’s use of the Services; or (d) School’s or its Staff Users’ intentional misuse of the Services in material violation of the prohibited-use restrictions in these Terms. Notwithstanding the foregoing, School will have no obligation under this Section to the extent a claim arises from EducAIte’s breach of these Terms, an applicable Ordering Document or DPA, or EducAIte’s violation of applicable law. If School is a governmental or public entity that is prohibited or restricted by applicable law from providing indemnification, defense, or hold-harmless obligations, the foregoing obligations will apply only to the maximum extent permitted by applicable law and will not be construed to require School to assume any obligation or liability that it is legally prohibited from assuming.

16.2 By EducAIte.

EducAIte will indemnify, defend, and hold harmless School and its officers and employees from and against any third-party claim alleging that the Services, as provided by EducAIte and used by School in accordance with these Terms and the applicable Ordering Document, infringe or misappropriate such third party’s United States patent, copyright, trademark, or trade secret rights. EducAIte will have no obligation under this Section to the extent a claim arises from: (a) School Content; (b) a Third-Party Service selected, provided, or enabled by School, including an Underlying AI Provider used through a BYOK configuration; (c) modification of the Services by or on behalf of School without EducAIte’s authorization; (d) use of the Services in combination with products, services, technology, or materials not provided or authorized by EducAIte, where the claim would not otherwise have arisen; (e) continued use of the Services after EducAIte has provided a substantially equivalent non-infringing alternative; or (f) use of the Services in material violation of these Terms or the applicable Ordering Document where such violation gives rise to the claim. If a claim described in this Section 16.2 is made or reasonably likely to be made, EducAIte may, at its option and expense: (i) obtain the right for School to continue using the affected Services; (ii) modify or replace the affected Services so that they are non-infringing without materially reducing their functionality; or, if neither option is commercially reasonable, (iii) terminate the affected Services and refund any prepaid fees attributable to the terminated portion of the Services for the period following termination.

16.3 Procedure.

A party seeking indemnification under this Section (the “Indemnified Party”) will: (a) promptly provide the indemnifying party (the “Indemnifying Party”) written notice of the applicable claim; provided that any delay in notice will relieve the Indemnifying Party of its obligations only to the extent materially prejudiced by the delay; (b) provide the Indemnifying Party sole control of the defense and settlement of the claim; and (c) provide reasonable information and cooperation requested by the Indemnifying Party, at the Indemnifying Party’s expense. The Indemnifying Party may not settle a claim in a manner that requires the Indemnified Party to admit liability or wrongdoing, pay amounts not covered by the Indemnifying Party, or undertake any material obligation without the Indemnified Party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed. The Indemnified Party may participate in the defense with counsel of its own choosing at its own expense.

16.4 Exclusive Remedy.

This Section 16 states the parties’ respective rights and obligations with respect to third-party claims subject to indemnification under this Section.

17. Term & Termination

17.1 Term.

These Terms become effective when School first accepts them or enters into an Ordering Document referencing or incorporating these Terms and will remain in effect for so long as any Ordering Document remains in effect between School and EducAIte. Each Ordering Document will have the term specified therein and will expire or renew in accordance with its terms and Section 13. Expiration or termination of one Ordering Document will not terminate these Terms or any other Ordering Document that remains in effect.

17.2 Termination for Cause.

Either party may terminate an affected Ordering Document upon written notice if the other party materially breaches these Terms or the applicable Ordering Document and fails to cure such breach within thirty (30) days after receiving written notice describing the breach. Notwithstanding the foregoing, EducAIte may suspend or restrict access to the Services immediately, without a cure period, to the extent EducAIte reasonably determines such action is necessary to address an immediate or material risk to student safety, the security or integrity of the Services or data processed through the Services, unauthorized or unlawful use of the Services, or compliance with applicable law. Where practicable and legally permitted, EducAIte will promptly notify School of such suspension or restriction and will reasonably cooperate with School regarding restoration of access once the circumstances giving rise to the suspension or restriction have been resolved. EducAIte may also suspend School’s access to the Services for undisputed fees that remain unpaid more than ten (10) days after EducAIte provides written notice of nonpayment, except to the extent such suspension is prohibited or restricted by applicable law with respect to a School that is a governmental entity.

17.3 Termination for Convenience.

Neither party may terminate an Ordering Document for convenience before the end of its then-current term unless the applicable Ordering Document expressly provides otherwise. For any pilot, trial, evaluation, or other limited-duration offering, any right to terminate for convenience and the financial consequences of such termination will be as specified in the applicable Ordering Document. Nothing in this Section limits either party’s right to elect not to renew an Ordering Document in accordance with Section 13.

17.4 Effect of Expiration or Termination.

Upon expiration or termination of an Ordering Document, Schools and its applicable Staff Users’ and Student Users’ rights to access and use the Services provided under that Ordering Document will cease, except as otherwise expressly provided in the Ordering Document. Expiration or termination will not relieve either party of any payment obligation or other liability accrued before the effective date of expiration or termination. If School terminates an Ordering Document due to EducAIte’s uncured material breach under Section 17.2, EducAIte will refund any prepaid fees allocable to the unused portion of the terminated term. Except as expressly provided in the applicable Ordering Document or these Terms, fees paid or payable for a terminated Ordering Document are non-refundable. Following expiration or termination, EducAIte will return, retain, and delete School Content, Student Data, and other personal information in accordance with the applicable DPA and applicable law.

17.5 Survival.

Any provision of these Terms that by its nature is intended to survive expiration or termination will survive, including provisions relating to accrued payment obligations, intellectual property rights, confidentiality, disclaimers, limitations of liability, indemnification, dispute resolution, and any other provisions necessary to interpret or enforce the parties’ respective rights and obligations following termination.

18. Dispute Resolution

18.1 Disputes with a School.

Any dispute between EducAIte and a School arising out of or relating to the Services, these Terms, or an applicable Ordering Document will be governed by the dispute-resolution, governing-law, and venue provisions of the applicable Ordering Document or other written agreement between EducAIte and that School. If no such agreement contains applicable dispute-resolution provisions, Section 18.3 will apply.

18.2 Disputes with Individual Staff Users; Arbitration and Class-Action Waiver.

This Section 18.2 applies only to disputes between EducAIte and an individual Staff User in the Staff User’s individual capacity and does not apply to disputes between EducAIte and a School. Before initiating arbitration, EducAIte and the Staff User will attempt in good faith to resolve the dispute informally for at least thirty (30) days after written notice of the dispute. Notices to EducAIte may be sent to support@educaitelearning.com. If the dispute is not resolved through the informal process, any claim arising out of or relating to the Staff User’s individual use of the Services or these Terms will be resolved by final and binding individual arbitration administered by the American Arbitration Association (“AAA”) under the AAA rules and procedures applicable to the dispute, as determined in accordance with those rules.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EDUCAITE AND EACH STAFF USER AGREE THAT ANY DISPUTE SUBJECT TO ARBITRATION UNDER THIS SECTION WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS. NEITHER PARTY WILL BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR ARBITRATION AGAINST THE OTHER WITH RESPECT TO A DISPUTE SUBJECT TO THIS SECTION.

Nothing in this Section prevents either party from: (a) bringing an individual claim in small claims court if the claim qualifies and remains solely on an individual basis; or (b) seeking temporary, preliminary, or emergency injunctive relief from a court of competent jurisdiction where necessary to prevent immediate or irreparable harm. A Staff User may opt out of this Section 18.2 by providing written notice to EducAIte at support@educaitelearning.com within thirty (30) days after the Staff User first accepts these Terms. An opt-out applies only to that Staff User and does not affect any other provision of these Terms.

18.3 Governing Law; Venue.

Except as otherwise provided in an applicable Ordering Document or other written agreement between EducAIte and a School, these Terms are governed by the laws of the State of Illinois, without regard to its conflict-of-laws principles. Any judicial proceeding not subject to arbitration under Section 18.2 will be brought exclusively in the state or federal courts located in Cook County, Illinois, except where applicable law requires otherwise.

19. Geographic Scope

The Services are currently offered for use by Schools located in the United States. Unless EducAIte expressly agrees otherwise in writing, a School may not purchase or deploy the Services for use by a school, campus, or educational program located outside the United States. EducAIte may make the Services available in additional jurisdictions in the future. Any such availability may be subject to additional or different terms, privacy disclosures, data-processing requirements, or other conditions necessary to address applicable law in the relevant jurisdiction. Temporary access to the Services by an authorized Staff User while traveling outside the United States does not, by itself, constitute EducAIte’s offering of the Services in that jurisdiction.

20. Updates to These Terms

EducAIte may update these Terms from time to time to reflect changes to the Services, applicable law, regulatory requirements, security practices, or EducAIte’s business or operational practices. For changes that do not materially reduce School’s rights or materially increase School’s obligations under these Terms, EducAIte may make the updated Terms effective upon posting by updating the “Effective Date” above. If EducAIte makes a material change to these Terms, EducAIte will provide School with at least thirty (30) days’ prior notice by email to School’s designated administrator or through another reasonable method of notice. Unless the change is required by applicable law, regulation, security considerations, or a Third-Party Provider requirement that reasonably requires earlier implementation, a material change that materially reduces School’s rights or materially increases School’s obligations will not apply to an existing Ordering Document until its next renewal or until School otherwise agrees to the change. Continued use of the Services following the effective date of an update that applies to School constitutes acceptance of the updated Terms to the extent permitted by applicable law. Changes to an applicable DPA, Ordering Document, or other separately executed agreement will be governed by the amendment provisions of that agreement and will not be made solely through an update to these Terms unless that agreement expressly provides otherwise.

21. Miscellaneous

21.1 Relationship of the Parties.

The parties are independent contractors. Nothing in these Terms or any Ordering Document creates a partnership, joint venture, fiduciary, agency, franchise, or employment relationship between the parties. Neither party has authority to bind or incur obligations on behalf of the other except as expressly agreed in writing.

21.2 Force Majeure.

Neither party will be liable for any delay or failure to perform its obligations under these Terms or an applicable Ordering Document, other than payment obligations for Services already provided, to the extent caused by circumstances beyond its reasonable control, including natural disasters, acts of government, war, terrorism, civil unrest, labor disputes, widespread internet, telecommunications, cloud-infrastructure, or utility failures, cyberattacks not caused by the affected party’s failure to maintain commercially reasonable safeguards, or failures or interruptions of Third-Party Providers, including Underlying AI Providers, in each case to the extent beyond the affected party’s reasonable control. The affected party will use commercially reasonable efforts to mitigate the effects of the event and resume performance as reasonably practicable.

21.3 Marketing.

EducAIte may identify School as a customer of the Services and use School’s name and logo in EducAIte’s customer lists, website, and marketing materials only with School’s prior written consent. Any such use will comply with reasonable trademark or brand guidelines provided by School.

21.4 Waiver; Severability.

No failure or delay by either party in exercising any right or remedy under these Terms will operate as a waiver of that right or remedy. Any waiver must be in writing and applies only to the specific instance for which it is given. If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permitted by applicable law and, if necessary, modified or severed to the minimum extent necessary so that the remaining provisions remain in full force and effect.

21.5 Assignment.

Neither party may assign or transfer these Terms or an applicable Ordering Document without the other party’s prior written consent, except that either party may assign these Terms and its applicable Ordering Documents, without such consent, to an affiliate or in connection with a merger, consolidation, reorganization, change of control, or sale of all or substantially all of the business or assets to which these Terms relate. Any attempted assignment in violation of this Section is void. Subject to the foregoing, these Terms will bind and benefit the parties and their respective permitted successors and assigns.

21.6 No Third-Party Beneficiaries.

Except as expressly provided in Section 16 with respect to persons entitled to indemnification, these Terms are for the benefit of EducAIte and School and do not confer any contractual right or remedy on any other person or entity, including any Staff User, Student User, parent, or legal guardian.

21.7 Notices.

Except for routine operational communications or as otherwise expressly provided in these Terms, notices required under these Terms must be in writing and will be deemed given when delivered by email to the applicable contact identified in the relevant Ordering Document or, in the case of notices to EducAIte, to the contact designated by EducAIte for legal notices. Each party is responsible for keeping its notice contact information reasonably current.

21.8 Entire Agreement; Order of Precedence.

These Terms, together with each applicable Ordering Document, DPA, and any other written agreement expressly incorporated by reference, constitute the entire agreement between EducAIte and School with respect to the Services covered by such documents and supersede all prior or contemporaneous proposals, discussions, representations, and agreements concerning the same subject matter. EducAIte’s Privacy Notice describe EducAIte’s privacy practices and are incorporated into these Terms to the extent expressly referenced herein, but will not modify or supersede the terms of an applicable DPA or other written agreement governing the processing of personal information or Student Data.

If there is a conflict among the documents governing the Services, the following order of precedence will apply unless the applicable documents expressly provide otherwise: (a) the DPA, with respect to the processing, privacy, security, retention, return, or deletion of personal information or Student Data; (b) the applicable Ordering Document or other School-specific written agreement, with respect to the Services and subject matter covered by that document; and (c) these Terms. For clarity, the inclusion of additional or different terms in a School purchase order, procurement form, or similar administrative document will not modify these Terms or an applicable Ordering Document unless EducAIte expressly agrees to those terms in writing.

21.9 Headings; Interpretation.

Section headings are for convenience only and do not affect interpretation. The words “including” and “include” mean “including without limitation.” References to the singular include the plural and vice versa where the context requires.

21.10 Electronic Execution.

These Terms and any Ordering Document may be accepted or executed electronically and in counterparts. Electronic signatures and electronically accepted agreements will have the same force and effect as originals to the extent permitted by applicable law.