We provide a platform that enables Schools to simplify their technical integrations through the use of custom programs and/or services.
You’re allowed to use the Services only if you are authorized to form a binding contract with simpledu, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations.
Subject to the terms and conditions of this Agreement, simpledu grants you permission to access and use the Services. We reserve all rights not expressly granted to you in the Services and the simpledu Content (as defined below). We may terminate this license at any time for any reason.
Your simpledu account gives you access to our Services, but don’t sign up on behalf of a School if you do not have the requisite authority to do so. Once you sign up, you are responsible for your account and any data associated with it.
Your account gives you access to the Services and functionality we make available from time to time and at our discretion. We maintain different types of accounts within our Services for different types of Users.
If you open a simpledu account on behalf of a School, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement and that you agree to this Agreement on the entity’s behalf.
Remember: you are responsible for any activity that occurs on your account, you may never use someone else’s account without permission, and you must keep your account password (if applicable, when using our Services without single sign-on) secure. We recommend using “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols, and are not reused with any other service) with your account to avoid unauthorized use. Please let us know immediately if you think your account’s security has been compromised so we can help; we are not liable for any losses of any kind caused by any unauthorized use of your account.
By using the Services, you agree not to do any of these things:
We continually update our Services to offer the best possible product. While we plan to continue to offer and improve our Services, we may, without prior notice, change, cancel, create usage limits for, or permanently or temporarily stop offering or allowing you access to the Services generally (“Service Changes”). While we’ll try to give you advance notice of Service Changes that will adversely affect you, this might not be practical or possible and we retain the right to make Service Changes without notice and liability for any reason. If this Agreement ends you continue to be bound by it in any interactions you may have with the Services.
You are fully responsible for your interactions with other Users, and we have no liability for your interactions with any other Users, or for any User’s actions or inactions with respect to you.
“Student Data” is any information (in any format) that is directly related to any identifiable current or former student that is maintained by a School, and may include “educational records” as defined by the Family Educational Rights and Privacy Act (“FERPA”) that Schools provide to us. While we may need to access Student Data to provide the Services to you, Schools own the Student Data and remain responsible for it.
“Intellectual Property Rights” means all worldwide patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all related applications and registrations, renewals and extensions.
Except for Student Data, the Services and all materials made available to you in connection with them, including, but not limited to, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and any content belonging to other Users (the “simpledu Content”), and all related Intellectual Property Rights, are the exclusive property of simpledu and its licensors. Except as specified in this Agreement, nothing may be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any simpledu Content.
To be clear: any use of the simpledu Content for a purpose not expressly permitted by this Agreement is strictly prohibited.
If you send us ideas or comments about our Services, you agree that we may freely use or reference those ideas and comments and we do not owe you any payment or have any other obligation of any kind for such ideas or comments.
You authorize us to access Student Data and will provide a way for us to access the information stored in your SIS. We will access and process Student Data only in order to provide the Services. As between us, you own all right, title and interest to all Student Data, you are (and other Schools are) solely responsible for any and all Student Data, whether provided by you, students, or others, and we do not own, control, or license Student Data, except to provide the Services.
We will not use the Student Data for any purpose except as explicitly authorized by these Terms for Use.
For clarity and without limitation, we will not use Student Data to engage in targeted advertising.
You agree that we may collect and use data derived from Student Data, including data about any Users’ access and use of the Services, that has been anonymized, aggregated, or otherwise de-identified such that the data cannot reasonably identify a particular student, User, or School.
We may use such data to operate, analyze, improve or market our Services or to develop other educational sites, services or applications. If we share or publicly disclose information (e.g., in marketing materials) that is derived from Student Data, that data will be aggregated or anonymized to reasonably avoid identification of a specific School or individual student.
You further agree that we may use, store, transmit, distribute, modify, copy, display, sublicense, and create derivative works of the anonymized, aggregated Student Data even after this Agreement has expired or been terminated.
You may request in writing that we delete any of your Student Data (except as provided for the Section Anonymized Data above) in our possession at any time. We will comply with your request in a commercially reasonable time not to exceed ten (10) business days. All student data (except as provided for Anonymized Data Section above) will be deleted upon contract termination.
Within 7 days of our receipt of such notice of termination or earlier if commercially reasonable to do so, we will cease processing data uploaded to us. We will automatically delete or de-identify all Student Data within 10 days of our receipt of the termination notice, and will provide notice to the School when Student Data has been deleted and/or anonymized as described in Anonymized Data above.
We care deeply about the privacy and security of Student Data. We maintain strict administrative, technical, and physical safeguards to protect Student Data stored in our Services, which are located in the United States. We limit access to Student Data only to those employees who have a legitimate need to access such data in the performance of their duties. All of our employees with access to Student Data receive annual training on how to maintain the security and confidentiality of student records.
If there is any disclosure or access to any personally identifiable Student Data by an unauthorized party (a “Security Incident”), we will promptly notify the School and/or account contact of any affected data via email and will use reasonable efforts to cooperate with their investigations of the incident.
To the extent known, this notice will identify:
If the incident triggers any third party notice requirements under applicable laws, you agree that, as the owner of the Student Data, you may be responsible for the timing, content, cost, and method of any required notice and compliance with those laws.
However, at the request of the School and when permissible under applicable law, simpledu agrees to bear responsibility for the timing, content and method of such required notice on behalf of the Schools. In all instances, simpledu will indemnify Schools for all reasonable costs associated with compliance with such notice requirements arising from a breach of the simpledu services.
simpledu’s liability to Customer (School, you) will not exceed the amount paid to simpledu by Customer during the previous 12 months.
You agree to pay all fees specified in an ordering document (quote) or a purchasing agreement that is entered into between you and simpledu (each, and “Order Form”) on the payment schedule set forth in such Purchasing Agreement.
Except as otherwise specified in an Purchasing Agreement or quote, all payment obligations are non-cancelable and fees paid are non-refundable.
You will provide us with either valid credit card information, a valid purchase order or alternative payment document reasonably acceptable to us. If you provide us with a credit card, then you authorize us to charge such credit card for all purchased products and services listed in the Purchasing Agreement or quote. Such charges will be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Purchasing Agreement.
If the Order Form specifies that payment will be by a method other than a credit card, then we will invoice you in advance and in accordance with the relevant Purchasing Agreement or quote.
Unless otherwise stated in the Purchasing Agreement, invoiced charges are due net 30 days from the Effective Date signed in the Purchasing Agreement and/or net 30 days from the quote date, whichever is later.
You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information. If any amount owed by you under this Agreement or any other agreement is 45 or more days overdue, then we may, without limiting our other rights and remedies, suspend our Services to you until such amounts are paid in full.
Prices and fees are exclusive of any federal, state, local or other taxes, which will be your responsibility, unless you provide us with proof of your tax-exempt status. Taxes, if any, will be listed separately on the invoice. Upon our request, you will provide us with a certificate or other evidence documenting your tax-exempt status.
Certain parts of the Services may allow you to obtain or access analytics or other data or information associated with your account (“simpledu Data”). The data elements we collect and use to create simpledu Data depends on your SIS type and the Services you use.
simpledu Data is licensed to you for your use on a limited basis, and is governed solely by the terms of this Agreement and available for distribution only at our sole discretion. simpledu owns the account you use to access the Services along with any rights of access or rights to data stored by or on behalf of simpledu on simpledu servers (except with respect to any Student Data that we may be storing for you), including but not limited to any data representing any or all of your simpledu Data.
simpledu has the right to manage, control and even eliminate simpledu Data, except that simpledu may only use Student Data as specifically permitted by this Agreement.
You understand and agree that any data residing on simpledu’s servers may be deleted at any time for any reason in simpledu’s sole discretion, with or without notice and with no liability of any kind. We do not provide or guarantee, and expressly disclaim, any value, cash or otherwise, attributed to any data residing on simpledu’s servers.
You agree to defend, indemnify and hold harmless simpledu and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from:
The services are provided on an “as is” and “as available” basis. Use of the services is at your own risk. To the maximum extent permitted by applicable law, the services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Without limiting the foregoing, simpledu, its subsidiaries, its affiliates, and its licensors do not warrant that the content is accurate, reliable or correct; that the services will meet your requirements; that the services will be available at any particular time or location, uninterrupted; that any defects or errors will be corrected; or that the services is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the services is downloaded at your own risk and you will be solely responsible for any damage to your computer system or loss of data that results from such download or your use of the services. Federal law, some states, provinces and other jurisdictions do not allow exclusions and limitations of certain implied warranties, so some of the above limitations may not apply to you.
To the maximum extent permitted by applicable law, in no event shall simpledu, its affiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, that result from the use of, or inability to use, this service. Under no circumstances will simpledu be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the services or your account or the information contained therein.
To the maximum extent permitted by applicable law, simpledu assumes no liability or responsibility for any:
This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if simpledu has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
The Services are controlled and operated from US-based facilities, and we make no representations that they’re appropriate or available for use in other locations. If you access or use the Services from other jurisdictions, you understand that you’re entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. As legally obligated, you may not use the Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government.
You agree that:
This Agreement will be governed by the laws of the State of South Carolina, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods does not apply. You agree to submit to the personal jurisdiction of the federal and state courts located in South Carolina for any actions related to this Agreement.