Terms of Service

These Terms (including our Acceptable Use Policy) apply to our education institution customers (“Customers”) which have engaged Classmodo to provide our school management system and related services. Use of our Services by our Customers Authorized Users is governed by our Acceptable Use Policy. A Customer's “Authorized Users” are persons who have been granted access by the Customer to access and use the Services via a unique login (a username and password). Authorized Users include: Employees and consultants (including teachers and administrators) Prospective, enrolled, and former students Any other users of the Customer Site who have been granted user access by the CustomerBy establishing a Customer Account (as defined below), you agree to be bound by these Terms. If you don't agree to these Terms, do not use the Services. You are accessing and using the Services on behalf of a company or education institution (such as your employer) or other legal entity, and consequently you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. “You” and “your” will refer to that company or other legal entity.We may modify the Terms at any time, in our sole discretion. If we do so, we will let you know either by posting the modified Terms on the Site or through other communications. It’s important that you review the modified Terms because if you continue to use the Services after we’ve let you know that the Terms have been modified, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms then you may no longer use the Services.

To use the Services, including enabling us to implement and operate your instance of the Services, you will have to create a Classmodo customer account (your “Customer Account”). To create a Customer Account, you must complete the Classmodo Customer Account Signup process. In addition, each of your Authorized Users will have to create a unique Classmodo user account to use certain features of the Services, including the Classmodo section of your Customer Site. As part of the Customer Account signup process, and from time to time via the Services, you will designate one or more of your Authorized Users as your “Account Admin(s)” or “Billing Contact(s)”. “Account Admins” can access and manage all aspects of your Customer Account and your Customer Content (defined below). "Billing Contacts" (and others whom you may specify) will be notified concerning invoices for payments owed to Classmodo. You agree and acknowledge that each user login may only be used by one (1) person and sharing of user logins (including passwords) is not permitted. You may create separate logins, and designate as many Authorized Users as are necessary for the effective use of the Services. You will not create a login to the Services for, or otherwise provide access to the Services to, any representative(s) of any competing software distributor or vendor. We reserve the right to maintain our own logins and user accounts for your Customer Site in order to provide the Services, including to assist with your support requests.

About our Services: Our "Services" include:

• Our Site
• The Classmodo school management system as may be updated by us from time to time
• Any related tools and services made available by us via the Customer Site, or via any application programming interface (“API”)
• Any related tools or services provided by us, including implementation, data migration and management, customer support, our mobile apps, and our API

Classmodo may, at its option, agree to import certain academic, admissions, financial, and library data or other Content (as defined in our Acceptable Use Policy) provided by you into the Services during the initial implementation process and to make such data available to you and your Authorized Users via the Services. Any such import of data on your behalf is subject to Classmodo's then-current policies with respect thereto and you shall comply with Classmodo's instructions with respect to the data (including with respect to your provision of the data in particular formats).Once you have established your Customer Account and Customer Site has been made available, you will be solely responsible for managing your Customer Account and your Customer Content (defined below), and access permissions with respect to the Services and your Customer Content for all other Authorized Users, via the Services. Without limiting the foregoing, you will be solely responsible for:

• Enabling other users to establish user accounts and become Authorized Users
• Enabling such Authorized Users to access the Services
• Granting user permissions to each of your Authorized Users to access the Services and your Customer Content using the "User Roles" feature of the Services
• You acknowledge and agree that certain of your Authorized Users depending on the access permissions associated with their user roles (including your Authorized Users who have been designated as your “Account Admins”) will be able to permit access (and set access permissions) to the Services and your Customer Content for other users.

Your “Account Admins” may download a copy of your Customer Content using the functions provided in the “Backups” tab of your Customer Account.

You are responsible for all activity occurring in connection with your, and your Authorized Users, use of the Services, whether or not you know about such activity. You will ensure that all Authorized Users comply with these Terms. You will promptly notify us of any suspected or alleged violation of these Terms including any unauthorized use of any password, your Customer Account, any Classmodo user account, or any other known or suspected breach of security. You will cooperate with us with respect to: (a) investigation of any suspected or alleged violation of these Terms and (b) any action to enforce these Terms. We may suspend or terminate any Authorized User's access to the Services in the event that we reasonably determine that such Authorized User has violated these Terms. We cannot and will not be held liable in any way for loss or damage resulting from your failure to comply with these Terms. We are not responsible for any lack or diminishment of functionality, usefulness, accessibility, or clarity of the Services or your Customer Content arising out of your or your Authorized Users not using, or improper use of, the Services, or your or your Authorized Users failure to report errors, interruptions of service, or other problems to us via the Customer Support resources provided in the Services. You understand that if you are in breach of these Terms (including for non-payment) or if you cancel or terminate your instance of the Services, your Authorized Users will no longer be able to access and use the Services.

Please refer to our Privacy Policy for information on how we collect, use and disclose information from our users. In connection with your use of the Services and on your behalf, we will collect and/or maintain certain personally identifiable information (including education records) about or related to your Authorized Users (collectively “Authorized User Data”). We will use the Authorized User Data only to provide the Services to you. You agree that you will (i) use the Authorized User Data in accordance with all applicable laws and (ii) make available a privacy policy to your Authorized Users via your Customer Site that details your practices related to the collection, use, and sharing of Authorized User Data and that contemplates our collection of and access to Authorized User Data as a third party service provider.

Pricing Pricing consists of:

• A monthly fee (the “Base Rate”)
• A monthly per-Billable Student fee (the “Student Price”) where “Billable Students” are all students (whether full-time, part-time, or auditing) who are enrolled in at least 1 of your courses for 7 or more calendar days in a given calendar month (or in a course that lasts for 7 or fewer calendar days), including any Classmodo user accounts you created for testing purposes (e.g. a fictitious student created for testing purposes).
• A monthly allotment of free data storage capacity with respect to data or other Content uploaded to the Services by or on behalf of you and your Authorized Users in any month (“File Storage”)
• A monthly allotment of free Text Messages. Each such free Text Message enables you to send 1 Text Message of up to 140 bytes to 1 text notification number without charge. For example, if you send 1 Text Message to 100 text notification numbers, that counts as 100 Text Messages. Messages over 140 bytes will count as more than one Text Message. Text Messages do not roll over from one month to the next

You will pay us the following fees on a monthly basis:

• Base Rate: You will pay the Base Rate for every month beginning as of the date your instance of the Services is implemented (i.e., the date your unique instance of the Services (your Classmodo website) is available via your Customer Site).
• Student Fee: You will pay the Student Fee every month beginning as of the date your instance of the Services is implemented (i.e., the date your unique instance of the Services (your Classmodo website) is available via your Customer Site). The “Student Fee”, payable by you in any month, is equal to the number Billable Students from the previous month multiplied by the Student Price.
• File Storage Charge: If the data or other Content uploaded to the Services by or on behalf of you and your Authorized Users in any month exceeds the allotment of free File Storage, you will pay a pro-rate “File Storage Charge” with respect to such excess data according to our then-current published File Storage rates.
• Text Messaging Charge: If the number of Text Messages sent by you in any month exceeds the allotment of free Text Messages, you will pay a “Text Messaging Charge” with respect to each such excess Text Message according to our then-current published Text Messaging rates.

We will electronically issue to you invoices in U.S. dollars for the sum of the Base Rate, Student Price, any File Storage Charges, any Text Messaging Charges, and any Late Fees (as defined below). You will pay all amounts payable under these Terms in U.S. dollars and in full, without deductions of any kind (including for taxes or duties or bank or other fees). You are solely responsible for, and will promptly pay, all taxes and duties of any kind (including but not limited to sales, use and withholding taxes) associated with these Terms or your or your Authorized Users use of the Services. You will pay all amounts payable under these Terms upon receipt of the invoice. Any payment or portion thereof not received by us before the next invoice date shall be considered “Late”. Late payments will incur interest at a rate of 3% per month, or the maximum rate allowed by law, whichever is lower (“Late Fees”).If you wish to dispute any of the charges on your invoice, you must inform us of such dispute before the next invoice date and before your payment of such invoice by contacting Classmodo Customer Support via email at support@classmodo.com. Without exception, there will be no refunds, prorations, or credits for any partial months of service. We may change our prices at any time but we will give you 60 days advance notice of any such change.

You may cancel your use of the Services at any time by sending an email to us at support@classmodo.com. You must clearly state in your cancellation email the date you wish to terminate your use of the Services (“Cancellation Date”).Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion. We reserve the right to refuse you access to the Services for any reason (including non-payment). Any suspected fraudulent, abusive, or illegal activity may be grounds for termination of your use of Service and may be referred to appropriate law enforcement authorities. We will not be liable to you or any third party for any modification, suspension or discontinuation of the Services.Immediately, if terminated by us, or on the Cancellation Date, if terminated by you, we will terminate your and your Authorized Users access to and use of the Services. Without limiting the foregoing, we will deactivate all sections of your Customer Site and all associated Services and you will no longer be able to access any Customer Content. Where terminated by you for any reason, or by us for any reason, the calendar month in which the Cancellation Date or other date of termination falls will be billed as a full month of service.You can remove your Customer Content at any time by specifically deleting it but you acknowledge that your Customer Content may remain in archived/backup copies for our records or as otherwise required by law. You are solely responsible for downloading a copy of your Customer Content from the Services before the Cancellation Date or other date of termination.

The Services and Content are provided “AS IS,” without warranty of any kind. Without limiting the foregoing, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content. You understand that the processing and transmission of the Services, including your Customer Content, may be transferred unencrypted and involve: Transmission over various intermediary networks Various changes to conform and adapt to technical requirements of connecting networks or devices Transmission to our third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Services. We do not warrant, nor are we responsible for, the quality, integrity, security, and condition of any intermediary networks, devices, or services used to connect you with the infrastructure required to provide the Services.

These Terms and any action related thereto will be governed by the laws without regard to its conflict of laws provisions. These Terms constitute the entire and exclusive understanding and agreement between Classmodo and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Classmodo and you regarding the Services and Content. If there is any conflict between these Terms and the AUP, these Terms will govern. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Classmodo's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Classmodo may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. Any notices or other communications provided by Classmodo under these Terms, including those regarding modifications to these Terms, will be given by Classmodo: (i) via email; or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. Classmodo's failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Classmodo. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.