Terms of Service

These Terms of Service (the “Agreement”) govern access to and use of the ConnectUs learning management platform. Please read this Agreement carefully. It contains, among other things, a strict no-refund policy (Section 7), limitations on liability (Section 10), and a binding arbitration provision with a class action waiver (Section 11) that affect your legal rights.

1. Acceptance of Terms & Authorized Representatives

1.1 Binding Agreement.

This Agreement is a legally binding contract between ConnectUs (“ConnectUs,” the “Company,” “we,” or “us”), the provider of the ConnectUs software-as-a-service learning platform and all related websites, portals, applications, and services (collectively, the “Platform”), and the educational institution, school, academy, district, or other organization that subscribes to the Platform (the “School” or “Subscriber”). This Agreement becomes effective on the earliest of the date the School (a) completes a subscription purchase, (b) accepts a written quote or order form referencing this Agreement, or (c) first accesses the Platform (the “Effective Date”). Any order form, quote, or invoice issued by ConnectUs is incorporated into and governed by this Agreement.

1.2 Authority to Bind.

The individual who accepts this Agreement on behalf of the School represents and warrants that he or she is a duly authorized officer, executive, or representative of the School (such as a Principal, Head of School, Superintendent, Board Chair, or business administrator) and has full legal authority to bind the School to this Agreement. If the individual does not have such authority, or if the School does not agree to this Agreement, the individual must not accept this Agreement and the School may not use the Platform. ConnectUs may rely on any acceptance made through the Platform, a payment processor, or a signed quote as the act of the School.

1.3 User Acceptance.

The School may permit the following individuals to access the Platform using credentials issued by or through the School (each, an “Authorized User”): school administrators (“Admins”), teachers and instructional staff (“Teachers”), enrolled students (“Students”), and the parents or legal guardians of enrolled Students (“Parents”). By signing in to or otherwise using the Platform, each Authorized User agrees to comply with the provisions of this Agreement applicable to end users, including the Acceptable Use Policy in Section 5. Where a Student is a minor, the School is responsible for ensuring that the Student’s use of the Platform occurs under appropriate school supervision and in accordance with Section 3. The School is responsible for all activity occurring under the credentials of its Authorized Users.

1.4 Account Credentials.

The School is solely responsible for issuing, distributing, safeguarding, and revoking the credentials of its Authorized Users, including School IDs, administrator access codes, personal IDs, and PINs. The School must promptly remove access for personnel and Students who leave the School and must notify ConnectUs without undue delay at the contact address in Section 13 upon becoming aware of any actual or suspected unauthorized access to, or compromise of, any credential or account.

2. Service Scope, Seat-Based Licensing & Third-Party Services

2.1 Platform Scope.

The Platform is an integrated learning management ecosystem that, as made available by ConnectUs from time to time, may include: (a) a gradebook with weighted categories, assignment management, and grade change history; (b) daily attendance with date-locking and administrative correction; (c) a class stream supporting announcements, polls, discussion posts, and question responses; (d) interactive lessons, including synchronized live presentation, collaborative documents and canvases, and live student responses and quizzes; (e) Parent portals providing visibility into Student progress; (f) administrative controls for managing staff, classes, Students, and grading periods; and (g) reporting and evaluation tools. ConnectUs may modify, enhance, or discontinue features of the Platform, provided that ConnectUs will not materially reduce the core functionality of the Platform during a paid subscription term.

2.2 Seat-Based License.

Subject to the School’s continued compliance with this Agreement and timely payment of all fees, ConnectUs grants the School a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the subscription term, to access and use the Platform solely for the School’s internal educational and administrative purposes, and solely up to the number of Student, Teacher, and Admin seats purchased under the School’s plan or order form (the “Licensed Capacity”). All features of the Platform are included in every plan; plans differ only by Licensed Capacity. The School may not exceed its Licensed Capacity. If the School requires additional seats, it must upgrade to an appropriate plan or obtain an amended quote. ConnectUs may technically enforce Licensed Capacity limits and, where the School exceeds them, may require an upgrade, invoice the additional capacity, or suspend access in accordance with Section 7.4. All rights not expressly granted in this Agreement are reserved by ConnectUs.

2.3 License Restrictions.

The School shall not, and shall not permit any person to: (a) copy, modify, translate, or create derivative works of the Platform; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Platform, except to the limited extent applicable law expressly permits despite this restriction; (c) sell, resell, rent, lease, sublicense, or provide the Platform to any third party, or use it on a service-bureau basis; (d) share credentials or allow seats to be used by more individuals than the Licensed Capacity; (e) circumvent or attempt to circumvent any access control, security measure, or usage limit; (f) use the Platform to build a competing product or service; or (g) use any automated means to access the Platform other than as expressly made available by ConnectUs.

2.4 Third-Party Service Providers.

The School acknowledges that the Platform is hosted on and relies upon third-party infrastructure and services, including without limitation Google Cloud and Google Firebase (hosting, databases, file storage, authentication, and server functions), Google email services (transactional email), PayPal (payment processing), and Unsplash (stock image search and licensing) (collectively, “Third-Party Services”). ConnectUs selects Third-Party Services with reasonable care and requires appropriate data protection commitments from providers that process School Data on its behalf. However, ConnectUs does not control Third-Party Services, and the School’s use of certain Third-Party Services (including PayPal) may be subject to those providers’ own terms and privacy policies. To the maximum extent permitted by applicable law, ConnectUs disclaims all liability for any outage, interruption, degradation, change to application programming interfaces, discontinuation, security incident, or data breach occurring on or attributable to the infrastructure or systems of any Third-Party Service, except to the extent such event is caused by ConnectUs’s own breach of this Agreement or negligence. ConnectUs may replace any Third-Party Service with a provider of materially comparable functionality and security.

3. Global EdTech Compliance & Data Privacy

3.1 Roles of the Parties.

As between the parties, the School owns and controls all personal information and other data that the School and its Authorized Users submit to, create in, or upload to the Platform, including Student records, grades, attendance, stream posts, lesson responses, submissions, and files (“School Data”). For purposes of applicable data protection laws, including the EU and UK General Data Protection Regulation (“GDPR”) where applicable, the School is the “Data Controller” (or equivalent term under applicable law) and ConnectUs is the “Data Processor” (or service provider) that processes School Data solely on the School’s documented instructions, which consist of this Agreement and the School’s configuration and use of the Platform. ConnectUs will: (a) process School Data only to provide, secure, support, and improve the Platform for the School; (b) ensure that personnel authorized to process School Data are bound by confidentiality obligations; (c) implement appropriate technical and organizational security measures, including role-based access controls enforced at the database level and hashing of credentials; (d) engage sub-processors only under written terms providing data protection comparable to this Agreement; (e) reasonably assist the School in responding to requests from data subjects and supervisory authorities; and (f) never sell School Data or use it for targeted advertising. The ConnectUs Privacy Policy describes these practices in further detail and is incorporated by reference.

3.2 FERPA (United States).

To the extent the School is subject to the U.S. Family Educational Rights and Privacy Act, 20 U.S.C. § 1232g, and its implementing regulations at 34 C.F.R. Part 99 (“FERPA”), the School designates ConnectUs as a “school official” with a “legitimate educational interest” in the education records contained in School Data, for the sole purpose of performing institutional services and functions for which the School would otherwise use its own employees. In that capacity, ConnectUs: (a) is under the direct control of the School with respect to the use and maintenance of education records; (b) will use education records only for the purposes for which the disclosure was made; and (c) will not re-disclose personally identifiable information from education records except as authorized by the School or permitted by FERPA. The School is responsible for including in its annual FERPA notification criteria that permit this designation and for fulfilling all other FERPA obligations, including responding to Parent and eligible Student requests to inspect and amend records.

3.3 COPPA & Parental Consent.

To the extent the School enrolls Students under the age of thirteen (13), or under such higher age at which parental consent is required under applicable local law (including the U.S. Children’s Online Privacy Protection Act, 15 U.S.C. §§ 6501–6506 (“COPPA”), and Article 8 of the GDPR where applicable), the School bears full and sole responsibility, to the maximum extent permitted by law, for obtaining all verifiable parental consents, authorizations, and notices required before creating Student accounts or causing Student personal information to be submitted to the Platform. Where permitted by law, the School may provide such consent on behalf of Parents for the use of the Platform solely for the educational context and for no other commercial purpose. The School represents and warrants that it has obtained, and will maintain records of, all such consents and authorizations, and will promptly notify ConnectUs if any consent is withdrawn so that the affected data may be handled in accordance with the School’s instructions. ConnectUs does not knowingly collect personal information directly from children outside of the School’s authorized use of the Platform.

3.4 Security Incidents & Breach Notification.

If ConnectUs becomes aware of any unauthorized access to, or acquisition, disclosure, or loss of, School Data in ConnectUs’s possession or control (a “Security Incident”), ConnectUs will: (a) notify the School’s primary administrator contact without undue delay, and in any event within seventy-two (72) hours after confirming the Security Incident, or within any shorter period required by applicable law; (b) provide information reasonably available to ConnectUs regarding the nature and scope of the Security Incident, the categories of data affected, and the remedial measures taken; (c) take reasonable steps to contain, investigate, and mitigate the Security Incident; and (d) reasonably cooperate with the School’s investigation. As Data Controller, the School is solely responsible for determining whether, and for providing, any notifications to Students, Parents, staff, regulators, law enforcement, or other authorities required under applicable law, except where applicable law imposes a notification obligation directly on ConnectUs. ConnectUs’s notification of or response to a Security Incident is not an acknowledgment of fault or liability.

3.5 Other Jurisdictions.

The School is responsible for determining whether its use of the Platform complies with the education, privacy, data localization, and child-protection laws applicable to the School in its jurisdiction, and for configuring and using the Platform accordingly. School Data may be processed and stored in data centers located outside the School’s country, including in the United States. Where applicable law requires a transfer mechanism for such processing, the parties will cooperate in good faith to put in place an appropriate mechanism.

4. Administrator Powers & School Responsibility

4.1 Administrator Capabilities.

The School acknowledges that its Admins hold broad, privileged authority within the Platform, including the ability to: (a) create, provision, modify, archive, and remove Teacher, Student, and Parent accounts; (b) assign Teachers and Students to classes and configure grading periods; (c) view, alter, and correct grades, attendance, and other academic records, including historical and date-locked records; and (d) permanently and irreversibly delete accounts and associated records. Certain administrative actions cannot be undone by ConnectUs.

4.2 School’s Sole Responsibility.

The School is solely responsible for: (a) appointing Admins who are trustworthy and appropriately trained; (b) all actions taken by its Admins and other Authorized Users within the Platform; (c) the accuracy, completeness, and lawfulness of all School Data; and (d) maintaining any records it is required by law or policy to retain independently of the Platform. To the maximum extent permitted by law, ConnectUs shall have no liability for any data loss, deletion, alteration of academic records, grading or attendance disputes, or other claims arising from actions taken by the School’s Admins or Authorized Users, including administrative overrides, corrections, and permanent deletions, whether or not authorized by the School’s internal policies.

5. Acceptable Use Policy, User-Generated Content & Online Safety

5.1 User-Generated Content.

“User-Generated Content” means any content that Authorized Users create, post, upload, or submit through the Platform, including stream posts, comments, poll votes, and question responses; live lesson responses, board notes, and canvas drawings; assignments, submissions, and attached files, images, and media; and lesson materials. User-Generated Content forms part of School Data. The School is responsible for all User-Generated Content submitted by its Authorized Users and for ensuring that it has all rights necessary to submit such content to the Platform.

5.2 Prohibited Conduct.

The School and its Authorized Users shall not use the Platform to create, upload, post, transmit, or engage in any of the following, each of which is subject to a zero-tolerance standard: (a) bullying, cyberbullying, harassment, intimidation, threats, or stalking of any person; (b) hate speech or content that demeans or incites violence against any person or group on the basis of a protected characteristic; (c) sexually explicit, pornographic, or sexually exploitative content, including any content that sexualizes minors, which ConnectUs will report to the appropriate authorities as required by law; (d) content that promotes, encourages, or provides instructions for self-harm, suicide, eating disorders, or violence; (e) viruses, malware, malicious code, or any attempt to probe, scan, disrupt, overload, or gain unauthorized access to the Platform, other accounts, or connected systems; (f) academic dishonesty, including cheating, plagiarism, unauthorized sharing of assessment content or answers, impersonating another user, or using another user’s credentials; (g) disclosure of another person’s personal information without authorization; (h) content that infringes any intellectual property, privacy, or publicity right; or (i) any unlawful activity or any use that violates applicable law or the School’s own codes of conduct.

5.3 Moderation, Removal & Suspension.

The School’s Admins and Teachers have tools to moderate and remove content within their classes, and the School is primarily responsible for supervising Authorized Users and enforcing its own policies. ConnectUs has no obligation to monitor User-Generated Content but reserves the right, and the School’s Admins are authorized, to remove any content and to suspend or terminate any Authorized User’s access, immediately and without prior notice, where either reasonably believes a violation of this Section 5 has occurred or that action is necessary to protect the safety of any person, the security of the Platform, or compliance with law. Where practicable, ConnectUs will notify the School’s administrator of any action ConnectUs takes against the School’s users or content. ConnectUs may preserve and disclose content and account information to law enforcement or other authorities where required by law or where ConnectUs believes in good faith that disclosure is necessary to prevent imminent harm to any person.

6. Intellectual Property & Feedback

6.1 School Intellectual Property.

As between the parties, the School and its Authorized Users retain all right, title, and interest, including all intellectual property rights, in and to School Data, including original lesson materials, documents, and other content they create on or upload to the Platform. The School grants ConnectUs a worldwide, non-exclusive, royalty-free license, for the duration of this Agreement and any post-termination period under Section 8, to host, store, reproduce, transmit, display, and process School Data solely as necessary to provide, secure, and support the Platform for the School and as otherwise permitted by this Agreement. Images obtained through integrated stock image services remain subject to the license terms of the applicable provider, including any attribution requirements.

6.2 ConnectUs Intellectual Property.

ConnectUs and its licensors own and retain all right, title, and interest, including all intellectual property rights, in and to the Platform, including all software, source and object code, algorithms, databases and data structures (excluding School Data), designs, user interfaces, user experience, workflows, documentation, trademarks, logos, and all improvements, modifications, and derivative works thereof, whether developed independently or in connection with the School’s use of the Platform. Nothing in this Agreement transfers any ownership interest in the Platform to the School.

6.3 Feedback.

If the School or any Authorized User provides ConnectUs with suggestions, feature requests, comments, or other feedback relating to the Platform (“Feedback”), the School hereby assigns to ConnectUs all right, title, and interest in and to such Feedback, and ConnectUs may use, implement, and commercialize Feedback for any purpose without restriction, attribution, or compensation to the School or any Authorized User. Feedback does not include School Data, and ConnectUs will not identify the School as the source of Feedback without its consent.

7. Subscription, Fees, No-Refund Policy & Suspension

7.1 Seat-Based Billing.

Fees are determined by the School’s plan and Licensed Capacity, as stated on the ConnectUs pricing page at the time of purchase or in the applicable quote or order form. Fees are billed in advance for each billing period (monthly or annual), or as otherwise specified in an order form. Self-service subscriptions are processed through PayPal and renew automatically at the end of each billing period at the then-current rate unless cancelled before the renewal date. Fees are exclusive of all taxes, levies, and duties, which are the School’s responsibility except for taxes on ConnectUs’s net income. ConnectUs may change its fees effective at the start of the next renewal term upon at least thirty (30) days’ notice.

7.2 Strict No-Refund Policy.

ALL FEES PAID ARE FINAL AND NON-REFUNDABLE. To the maximum extent permitted by applicable law, ConnectUs does not issue full, partial, or prorated refunds or credits for any reason, including early cancellation or termination, unused or under-used seats or features, reductions in enrollment, failure to use the Platform, or periods of platform unavailability or downtime. Any refund that applicable mandatory law requires notwithstanding this Section will be limited to the minimum amount so required.

7.3 Cancellation & Service Continuation.

The School may cancel a self-service subscription at any time through its PayPal account, or by written notice for subscriptions governed by an order form, effective at the end of the then-current billing period. Upon cancellation, the School and its Authorized Users retain access to the Platform for the remainder of the paid billing period, after which access will end and Section 8 will apply. Cancellation stops future renewals only and does not entitle the School to any refund.

7.4 Suspension.

ConnectUs may suspend the School’s access to the Platform, in whole or in part, immediately and with or without notice, if: (a) any fees are past due, including where a payment is declined, reversed, or charged back; (b) the School exceeds its Licensed Capacity and has not upgraded within a reasonable period after notice; (c) ConnectUs reasonably believes the School or its Authorized Users have materially breached Sections 2.3 or 5; or (d) suspension is necessary to prevent harm to the Platform, other customers, or any person, or to comply with law. ConnectUs will restore access promptly after the cause of suspension is resolved. Fees continue to accrue during any suspension under clauses (a) through (c).

7.5 Term & Termination.

This Agreement remains in effect for as long as the School maintains an active subscription. Either party may terminate this Agreement upon written notice if the other party materially breaches it and fails to cure the breach within thirty (30) days after receiving notice describing the breach. ConnectUs may terminate this Agreement immediately upon notice if the School breaches Section 5 in a manner that endangers the safety of any person.

8. Data Retention, Export & Deletion

8.1 Post-Termination Export Window.

Following the end of the School’s final paid subscription period, ConnectUs will retain School Data in a suspended state for sixty (60) days (the “Retention Window”). During the Retention Window, the School may reactivate its subscription or submit a written request to ConnectUs at the address in Section 13 for an export of its School Data, which ConnectUs will provide in a commonly used, machine-readable format. It is the School’s sole responsibility to request and retrieve any School Data it wishes to keep before the Retention Window expires.

8.2 Permanent Deletion.

After the Retention Window expires, ConnectUs will permanently and irrecoverably delete School Data from its active production systems, consistent with the principles of data minimization and storage limitation under applicable law. Residual copies held in routine backups maintained by ConnectUs or its infrastructure providers will be deleted or overwritten in accordance with those providers’ standard backup cycles and will not be restored or used except as required by law. ConnectUs may retain (a) data that applicable law requires it to retain, for the period so required, and (b) billing and transaction records necessary for its legitimate accounting and tax purposes. The School may also request earlier deletion of its School Data at any time.

9. Academic Disclaimer & Accessibility

9.1 Academic Decisions.

The Platform is an administrative and instructional decision-support tool. Automated features, including grade calculations, weighted averages, auto-graded quiz results, attendance summaries, and reports, are provided for the School’s convenience and must be reviewed by qualified School personnel. The School is solely responsible for all academic and administrative decisions, including final grades, promotion, graduation eligibility, transcripts, disciplinary actions, and the official academic record, and for verifying the accuracy of all information before relying on it.

9.2 Accessibility.

ConnectUs strives to design the Platform in a manner consistent with recognized accessibility guidelines, including the Web Content Accessibility Guidelines (WCAG), and welcomes reports of accessibility barriers at the address in Section 13. However, the Platform is provided “AS IS” with respect to accessibility, ConnectUs does not warrant conformance with any particular accessibility standard or law (including the Americans with Disabilities Act), and ConnectUs disclaims responsibility for the accessibility of User-Generated Content, including lesson materials, documents, images, and media created or uploaded by the School and its Authorized Users. The School is responsible for providing any accommodations its Students and staff require.

10. Warranties, Disclaimers & Limitation of Liability

10.1 Disclaimer of Warranties.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE PLATFORM AND ALL RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CONNECTUS EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. CONNECTUS DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM WILL MEET THE SCHOOL’S REQUIREMENTS.

10.2 Force Majeure.

ConnectUs shall not be liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, fire, flood, earthquake, hurricane, epidemic or pandemic, war, terrorism, civil unrest, labor disputes, governmental action, failures or outages of the internet, telecommunications networks, electrical power, or third-party hosting and cloud infrastructure, or denial-of-service or other cyberattacks not caused by ConnectUs’s failure to maintain reasonable security measures.

10.3 Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT SHALL CONNECTUS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) CONNECTUS’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE SCHOOL TO CONNECTUS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE, BUT DO NOT LIMIT LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW, SUCH AS LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE.

10.4 Indemnification.

The School shall defend, indemnify, and hold harmless ConnectUs and its owners, officers, employees, contractors, and agents from and against any and all third-party claims, actions, demands, regulatory proceedings, losses, damages, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) School Data, including User-Generated Content; (b) the School’s failure to obtain any consent, authorization, or notice required under Section 3, including under FERPA, COPPA, or GDPR; (c) any action or omission of the School’s Admins or other Authorized Users, including unauthorized or improper administrative actions; or (d) the School’s breach of this Agreement or violation of applicable law. ConnectUs will give the School prompt notice of any claim (provided that delay will relieve the School of its obligations only to the extent it is prejudiced), reasonable cooperation at the School’s expense, and control of the defense, except that the School may not settle any claim that imposes obligations on or admits fault by ConnectUs without ConnectUs’s prior written consent.

11. Governing Law & Dispute Resolution

11.1 Governing Law & Jurisdiction.

This Agreement and any dispute, claim, or controversy arising out of or relating to it or to the Platform (a “Dispute”) shall be governed by and construed in accordance with the laws of Belize, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 11.2, the courts of Belize shall have exclusive jurisdiction over any action to enforce an arbitral award or to seek interim or injunctive relief, and each party submits to the personal jurisdiction of such courts. Notwithstanding the foregoing, where the School is a public or governmental institution that is prohibited by law from agreeing to the governing law or forum in this Section, the governing law and forum shall be those required by such law.

11.2 Mandatory Binding Arbitration.

Before initiating any proceeding, the party raising a Dispute shall provide written notice to the other, and the parties shall attempt in good faith to resolve the Dispute through negotiation between authorized representatives for at least thirty (30) days. Any Dispute not so resolved shall be finally resolved by confidential, binding arbitration before a single arbitrator administered under the rules of a recognized arbitral institution agreed by the parties (or, failing agreement within fifteen (15) days, the International Centre for Dispute Resolution). The seat of arbitration shall be Belize City, Belize; the arbitration may be conducted by video conference; and the language shall be English. The arbitrator’s award shall be final and binding, and judgment on it may be entered in any court of competent jurisdiction. Either party may seek interim injunctive relief from a court of competent jurisdiction to protect its intellectual property or confidential information, or to prevent irreparable harm, pending arbitration.

11.3 Class Action Waiver.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate the claims of more than one party or preside over any form of class or representative proceeding. If this Section 11.3 is found unenforceable with respect to any Dispute, that Dispute shall proceed in the courts identified in Section 11.1 and not in arbitration.

12. General Provisions

12.1 Entire Agreement & Order of Precedence.

This Agreement, together with the Privacy Policy and any applicable order form or quote, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, and representations. In the event of a conflict, an executed order form controls over this Agreement solely with respect to commercial terms (pricing, Licensed Capacity, and billing), and this Agreement otherwise controls. Purchase order terms issued by the School are of no effect.

12.2 Changes to This Agreement.

ConnectUs may modify this Agreement from time to time. ConnectUs will post the revised Agreement on the Platform with an updated “Last Updated” date and, for material changes, will make reasonable efforts to notify the School’s administrator contact at least thirty (30) days before the changes take effect. Changes take effect at the start of the School’s next renewal term unless required sooner by law. Continued use of the Platform after changes take effect constitutes acceptance of the revised Agreement.

12.3 Assignment.

The School may not assign or transfer this Agreement, in whole or in part, without ConnectUs’s prior written consent. ConnectUs may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assignee agrees to be bound by this Agreement, including its data protection obligations.

12.4 Severability & Waiver.

If any provision of this Agreement is held invalid or unenforceable, that provision shall be enforced to the maximum extent permissible and modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. No failure or delay in exercising any right constitutes a waiver of that right.

12.5 Independent Contractors; No Third-Party Beneficiaries.

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship. Except for the indemnified parties under Section 10.4, there are no third-party beneficiaries of this Agreement, and Authorized Users acquire no rights against ConnectUs under it.

12.6 Notices.

Notices to ConnectUs must be sent by email to the address in Section 13. Notices to the School may be sent to the email address of its primary administrator contact on file or posted within the Platform. Notices are deemed given upon transmission, absent a delivery-failure message.

12.7 Survival.

Sections 2.3, 3, 4.2, 6, 7.2, 8, 9.1, 10, 11, and 12, and any other provisions that by their nature are intended to survive, shall survive termination or expiration of this Agreement.

13. Contact

Questions regarding this Agreement, data export or deletion requests, security reports, and all legal notices should be directed to ConnectUs at info@connectusonline.org.