SaaS Terms and Conditions

1. Services

ScholarSync provides a cloud-based education technology platform that may include learning-management, academic administration, attendance, gradebook, assessments, assignments, communication, analytics, parent/student portals, artificial-intelligence-assisted tools and other functionality specified in the applicable Order Form.

Features may vary according to subscription, deployment and configuration.

2. Customer Accounts

The Customer may authorise administrators, teachers, employees, students, parents or other permitted users ("Authorised Users") to access the Services.

The Customer is responsible for:

• designating authorised administrators;
• ensuring accounts are issued only to appropriate users;
• maintaining accurate organisational information;
• managing roles and permissions;
• promptly disabling accounts that should no longer have access; and
• using the Services in accordance with the Agreement and applicable law.

3. Licence

Subject to payment of applicable fees and compliance with the Agreement, ScholarSync grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable right during the Subscription Term to permit its Authorised Users to access and use the Services for the Customer's internal educational and administrative purposes.

No ownership interest in ScholarSync software is transferred to the Customer.

4. Restrictions

The Customer and its Authorised Users must not:

• copy or commercially redistribute the Services except as expressly permitted;
• reverse engineer or attempt to derive source code except to the extent such restriction is prohibited by law;
• bypass security or access controls;
• access another institution's data;
• introduce malicious software;
• use the Services to violate applicable law or third-party rights;
• use automated means to extract substantial portions of the platform without authorisation;
• use ScholarSync to build or train a competing product using confidential or proprietary ScholarSync materials; or
• allow unauthorised third parties to access the Services.

The Acceptable Use Policy forms part of these SaaS Terms.

5. Customer Data

"Customer Data" means information, records, files, educational materials and other data submitted to or processed through the Services on behalf of Customer or its Authorised Users.

As between ScholarSync and Customer, Customer retains its rights in Customer Data.

Customer grants ScholarSync the limited rights necessary to host, process, transmit, reproduce, secure, back up and otherwise handle Customer Data for providing and supporting the Services and fulfilling the Agreement.

ScholarSync will not sell student personal data.

6. Student and Children's Data

The Customer acknowledges that the Services may process personal data relating to children and students.

Each party shall comply with its obligations under applicable data-protection law.

The Customer is responsible for providing appropriate notices and obtaining any permissions, authorisations or consents that applicable law requires the Customer to obtain in connection with its use of ScholarSync.

Where ScholarSync processes personal data on the Customer's behalf, such processing will additionally be governed by the applicable Data Processing Addendum.

Nothing in this provision transfers to the Customer an obligation that applicable law specifically imposes upon ScholarSync.

7. Privacy and Security

ScholarSync will maintain reasonable technical and organisational safeguards designed to protect Customer Data against unauthorised access, disclosure, alteration or destruction.

Security measures may include encryption, access controls, authentication mechanisms, tenant isolation, monitoring and other safeguards appropriate to the Services.

Detailed data-processing responsibilities may be described in the Data Processing Addendum and Security documentation.

8. Artificial Intelligence

Certain Services may incorporate artificial-intelligence or machine-learning functionality.

Unless expressly agreed otherwise:

• AI-generated outputs are assistive rather than authoritative;
• Customer should ensure appropriate human review of consequential outputs;
• AI output may contain errors or inaccuracies;
• ScholarSync does not guarantee that AI-generated content is unique;
• users must not submit information to AI functionality contrary to applicable institutional policies or instructions;
• AI output should not be the sole basis for high-impact decisions concerning a student where human judgment is appropriate or legally required; and
• use of AI functionality is subject to the AI Usage Disclaimer and Responsible AI Policy.

ScholarSync will handle personal data submitted to AI functionality in accordance with its Privacy Policy, DPA and applicable contractual commitments.

9. Customer Responsibilities

Customer is responsible for the legality, accuracy and quality of Customer Data submitted to the Services and for determining whether particular Service features are appropriate for its educational environment.

Customer remains responsible for educational, disciplinary, grading, admissions and other institutional decisions made by Customer personnel.

ScholarSync provides technology and does not assume the professional responsibilities of teachers, administrators, counsellors or educational authorities.

10. Intellectual Property

ScholarSync and its licensors retain all rights, title and interest in:

• the ScholarSync software;
• platform architecture;
• interfaces;
• documentation;
• algorithms;
• software improvements;
• trademarks;
• templates owned by ScholarSync; and
• related intellectual property.

Customer retains its rights in Customer Data and Customer-owned educational content.

11. Feedback

If Customer voluntarily provides suggestions or feedback concerning ScholarSync, ScholarSync may use that feedback to improve its products without restriction, provided that doing so does not grant ScholarSync ownership of Customer Data or permit disclosure of Customer Confidential Information.

12. Fees and Payment

Fees, billing periods, taxes and payment terms will be specified in the applicable Order Form or commercial agreement.

Unless otherwise specified, fees are exclusive of applicable taxes.

Failure to pay undisputed amounts when due may result in suspension after reasonable notice.

13. Subscription Term and Renewal

The Subscription Term is stated in the applicable Order Form.

Renewal terms, if any, will be stated in the Order Form.

Pilot or trial access may be subject to additional limitations and may be terminated or modified by ScholarSync.

14. Suspension

ScholarSync may suspend access where reasonably necessary because of:

• a material security threat;
• unlawful use;
• violation of the Acceptable Use Policy;
• unauthorised access;
• non-payment of undisputed overdue amounts;
• a legal or regulatory requirement; or
• conduct materially threatening the Services or other customers.

Where reasonably practicable, ScholarSync will provide notice and an opportunity to cure before suspension.

15. Service Changes

ScholarSync may improve or modify the Services over time.

ScholarSync will not intentionally remove material core functionality from a paid subscription during its committed term without providing reasonable notice or an appropriate alternative, except where modification is required for security, legal or regulatory reasons.

16. Confidentiality

Each party receiving non-public information from the other party ("Confidential Information") will:

• use it only for purposes of the Agreement;
• protect it using reasonable care; and
• disclose it only to personnel, advisers and contractors who need access and are subject to appropriate confidentiality obligations.

Confidential Information does not include information that is publicly available through no breach of the Agreement, independently developed, or lawfully obtained from another source without confidentiality restriction.

Disclosure required by law is permitted subject to applicable legal requirements.

17. Warranties

ScholarSync warrants that it will provide the Services in a professional manner consistent with generally accepted industry practices.

Except for express warranties contained in the Agreement and to the extent permitted by law, ScholarSync does not warrant that:

• every feature will operate without interruption;
• all software will be entirely error-free;
• AI-generated output will always be accurate; or
• use of ScholarSync will guarantee particular educational outcomes.

18. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, special, incidental, exemplary, punitive or consequential damages, including loss of profits or business opportunities, arising from the Agreement.

Except for liabilities that cannot legally be limited and any categories expressly excluded in an Order Form, each party's aggregate liability arising from the Agreement will not exceed the fees paid or payable by Customer to ScholarSync during the twelve months immediately preceding the event giving rise to the claim.

The parties may agree to different liability provisions in an Order Form or enterprise agreement.

19. Indemnification

Customer will defend and indemnify ScholarSync against third-party claims arising from Customer Data or Customer's use of the Services in violation of applicable law, third-party rights or the Agreement.

ScholarSync will defend and indemnify Customer against a third-party claim that Customer's authorised use of the unmodified ScholarSync Service infringes that third party's intellectual-property rights, subject to customary exclusions and the Customer promptly notifying and reasonably cooperating with ScholarSync.

20. Termination

Either party may terminate the Agreement for a material breach that remains uncured for thirty (30) days after written notice, unless a shorter period is reasonably necessary because of security, illegality or an incurable breach.

Upon termination, Customer's right to use the Services ends.

Treatment, return, export and deletion of Customer Data following termination will be governed by the applicable Order Form, DPA and ScholarSync retention policies.

21. Compliance with Law

Each party will comply with laws applicable to its performance under the Agreement.

The Customer is responsible for ensuring that its institutional use and configuration of the Services comply with laws, regulations and educational policies applicable to the Customer.

22. Governing Law and Disputes

The Agreement is governed by the laws of India.

Unless otherwise agreed in an Order Form, disputes that cannot be resolved amicably will be subject to the jurisdiction of competent courts in Bengaluru, Karnataka, India.

An enterprise Order Form may provide for arbitration or another dispute-resolution mechanism.

23. General

Neither party may assign the Agreement except as permitted in the applicable Order Form or in connection with a merger, reorganisation or sale of substantially all relevant assets, subject to applicable law.

Neither party is liable for delays caused by events beyond its reasonable control.

If a provision is held unenforceable, the remaining provisions remain effective.

Failure to enforce a provision is not a waiver.

The Agreement constitutes the agreement between the parties regarding its subject matter and supersedes prior discussions concerning that subject matter.

24. Contact

ScholarAI Systems (OPC) Private Limited
Bengaluru, Karnataka, India
Email: [email protected]