Terms of Services - Schools

Latest Update: April 27, 2021

These Terms of Services, including any applicable Proposal(s) (collectively, the “Agreement”), constitute a legal agreement between the entity that is identified as such in the Proposal and that agrees to this Agreement (the “Customer”; “you”) and Intuitic Inc. (dba Studyo), a corporation having its principal place of business at 201-50 Saint-Charles Street West, Longueuil, Quebec, Canada, J4H 1C6 (“Studyo”, “we”, “us”, “our”).

This Agreement defines the legal relationship between you and us in connection with the Services (as defined below). Please read the following Terms of Service carefully before accessing or using our Services, as they contain important information on your obligations while using the Services. The Terms of Services also inform you of our liability towards you and the warranties or disclaimers that apply to our Services.

If you wish to use our Services, you must accept and agree to be bound by and comply with this Agreement. Continued use of any of our Services indicates your continued acceptance of the Terms. If you do not agree with this Agreement, you shall not use our Services.

 

If you have any questions related thereto, you can reach us at info@studyo.co.

1. Definitions

For the purpose of this Agreement:

End Users” means students, teachers, educators and administrators, and any other individual who is authorized by Customer to use and access the Services.

Intellectual Property” means any and all intellectual property, including, without limitation, works, inventions (whether patentable or not), discoveries, improvements, trade secrets, know-how, scientific formulae, data, information, images, reports, results, analysis, software, models, research and development information, technical information, prototypes, specifications, patterns, drawings, algorithms, products, compositions, processes and protocols, methods, tests, devices, computer programs, trade-marks and any and all proprietary rights provided under patent law, copyright law, trade mark law, design patent or industrial design law, semi-conductor chip or mask work law, or any other statutory provision or civil or common law principle applicable to the protection of intangible proprietary information or rights, including trade secret law, which may provide a right in any of the foregoing as well as any and all applications, registrations or other evidence of a right in any of the foregoing.

Platform” means the mobile application and online web-based platform to enable student End Users to build time planning and organization skills in connection with courses for which they are registered at the Customer’s institution, and/or to assess interactions between students and educators, as applicable.

Services” means the provision of the Platform to Customer and its End Users and other services described in the applicable Proposal(s), which include the configuration, implementation, provision and hosting of the Platform, unless stated otherwise in the Proposal. 

2. Services

Studyo shall perform the Services indicated in a proposal agreed between the parties, subject to the terms and conditions in such proposal, and these Terms of Services. The proposal shall contain a description of the Services, the Subscription Term, the Subscription Start Date (as defined in the Proposal) and the payment terms (the “Proposal”). The Proposal may only be modified through a change order describing the amendments to the Services, such as the number of additional End Users, and the fees associated with the change (“Change Order”). The Proposal(s) and Change Order(s) are effective upon signature by both parties, or upon the issuance of a purchase order by Customer corresponding to the Proposal(s) or Change Order(s) issued by Studyo.

In case of a conflict between the respective terms of these documents, the precedence shall be in the following order:

1.     Change Order (the most recent through the least recent);

2.     Proposal; and

3.     Terms of Service.

You agree and understand that we will need the information indicated in the Proposal to provide access to the Platform to your End Users, which information is needed within a reasonable delay prior to the Subscription Start Date. You agree and understand that any delays in providing such information is out of our control and not our liability.

You are responsible for understanding the settings, privileges and controls for the Services and for controlling whom you permit to become an End User and what are the settings and privileges for such End User. Studyo shall not be responsible for managing End Users, settings and controls of the Platform.

Studyo will deploy commercially reasonable efforts to ensure that the Services will be available on a continuous basis, except during maintenance. Students may also access the Platform anytime at their convenience. Notwithstanding the foregoing, Studyo reserves the right to conduct maintenance, whether scheduled or unscheduled. Whenever possible, Studyo will advise of maintenance in advance. 

We reserve our rights to make changes to the Services. In case of a material change, we will notify you. Modifications to the Services shall not materially and adversely affect the performance of the Services in accordance with this Agreement.

3. Acceptable Use

Customer agrees and acknowledges that the use of the Platform is subject to compliance with this Agreement, including the requirements for acceptable use in this Section 3. Customer agrees and understands that Studyo may suspend or revoke access to End Users who do not comply with this Section 3. and agrees to deploy commercially reasonable efforts to ensure compliance with these requirements and to assist Studyo in enforcing such requirements, the whole in accordance with Studyo’s Acceptable Use Policy, where applicable. In case of a problematic behavior by an End User, Studyo will contact Customer, and Customer will be in charge of any discipline directly with this End User, including contacting parents or parental tutors when appropriate.

Without limiting the generality of the foregoing, Customer represents and warrants that it shall not use the Services in a way which results in:

·      Posting or transmitting material that infringes, misappropriates or violates another person’s intellectual property rights;

·      Posting or transmitting material that violates End Users and third party’s rights of privacy;

·      Using the Platform for purposes of stalking, harassing, threatening, bullying or other similar behavior;

·      Posting or transmitting material that is defamatory, sexual in nature (other than as justified in light of the course content), obscene, offensive or discriminatory;

·      Selling, leasing, licensing, sublicensing, loaning, encumbering or otherwise transferring its right to use the Platform to a third party, in whole or in part, except as permitted under this Agreement;

·      Disclosing access credentials to unauthorized parties or fail to implement reasonable security measures to prevent such an occurrence;

·      Compromising the integrity or operation of the Platform or attempting to do so;

·      Tampering with, reverse-engineering or hacking the Platform, circumventing any security or authentication measures, or attempting to gain unauthorized access to the Platform, related systems, networks or data;

·      Using “robots,” “spiders,” “offline readers,” or other automated systems to sends more request messages to the Platform than a human could reasonably send in the same period of time by using a normal browser;

·      Making an unreasonable or abusive use of the access provided to the Platform;

·      Generating and sending unsolicited commercial communications, advertising chain letters or spam;

·      Uploading viruses, bots, worms, scripting exploits or other similar materials;

·      Posting or transmitting content that is intended to be inflammatory;

·      Using the Platform to recruit or solicit for employment or consulting any of the personnel of Studyo; or

·      Otherwise engaging in behavior that is illegal under applicable laws;

each, an “Abuse”.

Customer agrees to promptly report any alleged Abuse, by any End User, of which it becomes aware via electronic correspondence so as to enable Studyo to investigate such alleged improprieties.

4. Moderation Rights

Studyo shall be authorized to delete or modify user generated content as necessary to protect its legal rights and to protect other End Users and their rights. Studyo shall communicate any such moderation actions to Customer. Notwithstanding the foregoing, Studyo is not responsible for moderating the Services. Customer is sole responsible for ensuring compliance with Studyo’s Acceptable Use Policy, applicable laws and standards of conduct by its End Users. The parties will collaborate in good faith to ensure the safety of End Users and the appropriateness of the user generated content given the age of End Users and the nature of the Services.

5. Collaboration

Customer acknowledges that, during the Term and especially during the Pilot Phase Subscription Term, the implementation of the Platform, the familiarization of End Users with it, their use of the Platform, the achievement of the KPIs (as defined hereinafter and as applicable) and the overall success of the adoption and use of the Platform within the Customer’s organization will require Customer’ commercially reasonable efforts, input and cooperation, and Customer agrees to provide them in a continuous and timely manner

6. Technical Support

The Services include technical support during business hours effective in Quebec, excluding holidays.

Technical support services do not cover technical issues caused by third party software and hardware, including End Users’ workstations, or network connectivity issues. 

7. Information Security and Privacy

As between the Parties, Customer owns all rights, titles and interests in Customer’s data, including personal information. We process personal information in accordance with your instructions, to provide the Services and for legal purposes, such as to comply with our legal obligations or protect our legal interests. We maintain a Privacy Policy[1] which describes how we process personal information. We do not use personal information for other purposes. We delete personal information upon the termination of this Agreement, or we return such personal information, at Customer’s preferences. Customer understands that back-ups are subject to their own automatic retention and deletion policies.

Customer is responsible for obtaining consents from parents or representatives in accordance with the law, such as to allow End Users to use the Services. Customer represents and warrants that it has obtained all consents necessary to allow Studyo to perform the Services, the whole in accordance with applicable laws, which may include the Children’s Online Privacy Protection Act of 1998. Studyo shall have no responsibility whatsoever for personal information provided without consent to Studyo by Customer.

We implement and maintain adequate technical and organizational measures to:

a)    Assist you in responding to individuals’ rights requests regarding their personal information;

b)    Protect personal information from security incidents;

c)     Ensure personnel security, such as through criminal background checks when such personnel have accesses to children’s personal information.

Studyo shall not use any service providers to perform the Services, except if:

a)    Studyo has entered into an agreement with such service providers requiring provision substantially similar to those contained in this Agreement, such as regarding the prohibition on secondary uses of personal information;

b)    Studyo has conducted reasonable due diligence on this service provider, in accordance with the sensitivity of the personal information accessed, if any, by the service provider;

c)     Studyo shall remain liable for the acts and omissions of service providers in accordance with this Agreement;

d)    Studyo discloses such service providers to Customer upon request.

In the event of a security Incident materially affecting the security, confidentiality or integrity of personal information, we will notify you without undue delays, providing you with the following information:

a)    The nature and description of the security incident;

b)    The types of information assets concerned, if any;

c)     The types and number of individuals concerned;

e)    A description of potential risks and how to mitigate them.

 

8. Intellectual Property

Studyo owns all rights, titles and interests to the Services. All rights not granted herein are reserved. You agree that suggestions regarding the Services are the Intellectual Property of Studyo, and you hereby assign your moral rights into such suggestions to Studyo, or renunciate such moral rights if assignments are not authorized. Customer shall not be authorized to use the Services to create derivative works, including competitive work, by leveraging the confidential information of Studyo, and shall not be authorized to provide access to the Services to any third parties for the purpose of building a competitive service.

Customer owns all rights, titles and interests in the user generated content, such as the personal information, conversations and documents transmitted through the Services. Studyo shall not be authorized to use such user generated content for any other purposes than to deliver the Services.

 

9. Fees

Customer agrees to pay Studyo the fees set forth in the Proposal, along with any taxes applicable pursuant to applicable laws (the “Fees”). Unless otherwise provided otherwise in the Proposal, (a) the Fees are to be paid within thirty (30) days of the receipt of an invoice following the Proposal acceptation; (b) the Fees may be increased by Studyo by giving the Customer thirty (30) days’ prior written notice at any point in time and will be applied at the following invoice to be issued to the Customer, and Customer shall have the option of terminating the Agreement by providing written notice if it disagrees with the price increase set out in Provider’s written notice, provided this is done no later than at the expiration of the notice period; (c) in the event that Customer adds additional student access during the term, fees associated with such additional accesses shall be payable within thirty (30) days of the end of the term during which they are requested; (d) there are no limits on the number of administrator, educator and teacher End User accesses to the Platform and no charge for such accesses; and (e) all amounts payable under this Agreement shall be non-refundable. 

Unless otherwise expressly set forth in a Proposal, all prices exclude all applicable taxes and are expressed in American dollars.

 

10. Disclaimer

Customer agrees and understands that Studyo has no liability whatsoever for (a) user generated content and any acts or omissions in relation to the moderation of such content; (b) Customer’s failure to obtain appropriate consents to ensure that Studyo may deliver the Services, including by collection, using or disclosing the personal information of End Users as necessary to deliver the Services; and (c) Customer’s failure to comply with this Agreement. 

Customer agrees and understands that Studyo has no liability whatsoever for information provided in good faith by Studyo’s Platform or otherwise through the Platform, such as inaccurate, incomplete or misinformed advice and information given in good faith. Different perspectives may be applicable to time planning techniques and educative content, and certain theories may be privileged by certain personnel over other theories, in accordance with generally accepted methods of teaching. Studyo strives to provide objective educative support in accordance with markets’ standards. Customer is responsible for communicating with Studyo any educative restrictions and providing feedback to Studyo as needed to adjust the Services to Customer’s educative culture, where possible and reasonable.

We are not responsible for any links to third parties’ services, websites or applications provided through our Services. 

EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS”, “WHERE IS” AND “AS AVAILABLE”. NO OTHER REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ACCURATENESS. WE DO NOT WARRANT THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR WILL MEET END USERS’ REQUIREMENTS. 

 

11. Indemnification

Customer agrees to defend, indemnify and save harmless Studyo from any and all losses, liabilities, expenses (including, without limitation, reasonable fees and disbursements of counsels), claims, liens, damages or other obligations whatsoever resulting from (a) Customer’s failure to obtain appropriate consent for End Users’ access and use of the Services, including the processing of their personal information; (b) user generated content, including any acts or omissions with regards to moderation; and (c) a breach of Studyo’s Acceptable Use Policy. Customer shall not be authorized to accept any settlement unless Studyo is freed of liability in any such settlement.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY, INCLUDING ITS AFFILIATES, DIRECTORS, OFFICERS, AGENS AND EMPLOYEES, BE LIABLE FOR ANY INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL AND/OR INCIDENTAL ARISING OUT OF THIS AGREEMENT, INCLUDING CUSTOMER’S USE OF THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL STUDYO’S LIABILITY IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICES EXCEED THE VALUE OF THE SERVICES PAID IN THE SIX (6) MONTHS PERIOD PRIOR TO THE CLAIM.

13. Force Majeure

Studyo shall not be liable for delays in or failure of performance hereunder due to causes beyond its reasonable control, including, but not limited to, acts of God or public enemy, acts of government in either its sovereign or contractual capacity, flood, earthquake or other natural disaster, strike or other labor disputes, acts of war, acts of civil disobedience, denial-of-services and distributed-denial-of-services, ransomware and other cyber-attacks that are not caused or facilitated by negligence (a “Force Majeure”). Notwithstanding anything to the contrary, the parties agree and acknowledge that pandemics such as COVID-19 shall be considered a Force Majeure.

Any delay resulting from a Force Majeure will result in an extension of the corresponding obligation for a period equal to the time lost by reason of such cause. For instance, if the Services are unavailable for a period of two (2) weeks as a result of a Force Majeure, then the Term shall automatically be extended by two (2) weeks.

In the event of a Force Majeure, Studyo shall advise Customer without undue delays, providing Customer withreasonable information on the Force Majeure.  Studyo shall resume performance as soon as possible upon the resolution of the Force Majeure. 

14. Term; Termination; Suspension

This Agreement is effective upon the Effective Date (as indicated in the applicable Proposal) and remains in full force for as long as a Proposal (including any Change Order) is in force (the “Term”). 

The Services begin at the Subscription Start Date indicated in the applicable Proposal and continue, unless otherwise terminated pursuant to this Section 14.:

·       only if indicated and confirmed under the Proposal, for a pilot phase subscription term, which length of time is identified in the Proposal (including any Change Orders), as applicable (the “Pilot Phase Subscription Term”) which Pilot Phase Subscription Term shall, to the extent that the key success and performance indicators set forth in the Proposal (the “KPIs”) are met on (or before) the expiration of the Pilot Phase Subscription  Term, be automatically renewed for an additional length of time set forth in the Proposal, as applicable (the “Full Deployment Subscription Term” and together with the Pilot Phase Subscription Term, the “Subscription Term”, as applicable); or

·       otherwise, for a length of time set forth in the Proposal (the “Subscription Term”, as applicable).

Each party may terminate a Proposal in case of a material breach of this Agreement upon written notice to the other party of thirty (30) days, if this party has not cured the material breach by the end of this delay, unless the material breach is uncurable. Studyo may terminate the Services for convenience subject to a ninety (90) days prior notice. Upon the termination of a Proposal for any reason whatsoever, the accesses to the Platform will be immediately revoked. Customer agrees and understands that Customer is responsible for extracting any Customer data prior for the termination of a Proposal. Customer agrees and understands that in case of material breach of this Agreement, including those relating to payment, Studyo may suspend Customer’s access to the Services, in whole or in part, without liability or fault. The Fees continue to accrue during any such suspension.

The following sections shall survive the termination of this Agreement for a period of 10 years: 7, 8, 10, 11, 12, 13, 14, 16

15. Changes to this Agreement

We may change this Agreement from time to time, subject to your written approval to such change. Any modifications to this Agreement will not affect active Proposals which have been signed prior to the modification date.

16. Miscellaneous

Nothing in this Agreement shall be construed as making either party the partner, joint venturer, agent, legal representative, employer, contractor or employee of the other. Neither party shall have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action, that shall be binding on the other, except as provided for herein or authorized in writing by the party to be bound. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto.

Customer shall not sell, transfer or assign any right, title or interest it has in or pursuant to this Agreement without the prior written consent of Studyo. Any assignment not in accordance with this provision shall be void. Studyo may, upon notice to Customer, sell, transfer or assign any right, title or interest it has in this Agreement, if such sale, transfer or assignment (a) is part of the sale, transfer or assignment of all or substantially all of its assets or business; or (b) is made to one of its affiliates.

This Agreement shall constitutes the entire agreement between the parties with respect to the subject matter hereof and merges all prior and contemporaneous agreements and communications. Except as expressly provided herein, it shall not be modified except by a written agreement signed by the parties’ authorized representatives.

17. Jurisdiction and Choice of Law

If there is any dispute arising out of this Agreement, the parties expressly agree that any such dispute shall be governed by the laws applicable in the Province of Quebec, without regard to its conflict of law provisions, and the parties expressly agree and consent to the exclusive jurisdiction and venue of the provincial and federal courts of the Province of Quebec, judicial district of Montreal, for the resolution of any such dispute.