1. Agreement and order of precedence
The Order Form, these Terms, the DPA, US Student Data Addendum where applicable, AI Policy, Subprocessor Schedule and accepted jurisdiction exhibits form the “Agreement.” A negotiated Order Form or signed exhibit controls over a conflicting online term; the DPA controls for personal-data protection; a mandatory law controls over all of them.
The operator must be the legal entity identified in the Legal Notice and Order Form. The person signing for Customer confirms authority to bind the institution.
2. Service and permitted use
Ekadem supplies the hosted learning, content creation, assignment, formative assessment, collaboration, analytics, administration, integrations and AI-assisted features listed in the Order Form. Customer may allow authorized staff, students and families to use them for Customer’s lawful educational and administrative purposes during the term.
Customer will not exceed purchased scope, resell access, circumvent controls, use the Service for unlawful surveillance, or upload data it is not authorized to process. Beta or experimental features may not receive Student Data unless the Order Form expressly approves them.
3. Customer administration
Customer controls its workspace, users, roles, classes, data, retention profile, AI settings and integrations. It will designate administrators; maintain accurate contacts; use least privilege; remove access promptly; configure age and authorization settings accurately; give notices; obtain approvals; and apply its education, records, accessibility, safeguarding, labor and public-sector rules. Customer remains responsible for pedagogical decisions and lawful instructions.
4. School Data
“School Data” means data submitted to or generated through the School workspace, including Student Data and education records. As between the parties, Customer and its users retain all rights in School Data. Customer grants Ekadem a limited right to process it only to provide, secure, support and comply with the Agreement or law.
Ekadem will not sell or rent School Data; use it for targeted/behavioral advertising; build an unrelated commercial profile; claim ownership; train a general-purpose model; or disclose it except to authorized users, approved subprocessors, on Customer instruction or as legally required. Aggregated/de-identified information may be used to operate and improve the Service only when it cannot reasonably identify a person or school and is not reidentified.
5. AI and educational decisions
AI is assistive and can be wrong. Customer will keep a qualified person in control and provide a challenge/manual route. Ekadem will not configure the Service to make a solely automated decision on admission, placement, final grades, discipline, special-education eligibility or access to an educational opportunity. Emotion recognition in education, social scoring and unlawful biometric categorization are prohibited. The School AI Policy controls enabled uses.
6. Privacy, security and incidents
The DPA and applicable student-data exhibits govern processing. Ekadem maintains risk-appropriate administrative, technical and organizational safeguards and provides security materials reasonably needed for due diligence. Customer will promptly report suspected compromise and cooperate on containment. Each party performs the notification duties allocated by law and the DPA.
7. Subprocessors, regions and changes
Ekadem uses approved subprocessors under written restrictions and gives the notice/objection rights in the DPA. Customer’s data plane is locked at creation. Region scope and known limits are stated in the Order Form and Privacy Notice; in particular, a US data plane is not a promise of absolute US-only D1/R2 residency unless the signed infrastructure can support it.
We may update the Service for security, law and product development. Material reduction of core paid functionality or a new School Data purpose requires advance notice and applicable remedies. Emergency security changes may occur immediately.
8. Support, availability and accessibility
Support hours, response targets, service levels and maintenance commitments must be in the Order Form. Unless stated there, Ekadem uses commercially reasonable efforts but gives no numeric uptime SLA. Accessibility targets and any remediation commitments must be identified in an Accessibility Conformance Report or Order Form; the public statement does not claim completed conformance.
9. Fees and taxes
Customer pays fees, currency, schedule and taxes in the Order Form. Fees are non-cancelable and non-refundable except as stated there, for Ekadem’s uncured material breach, or where law requires. Purchase-order administration does not add conflicting terms unless Ekadem expressly signs them.
10. Confidentiality
Each party protects the other’s non-public business, security and technical information with at least reasonable care, uses it only for the Agreement, and discloses it only to people with a need and confidentiality duty. School Data is Customer Confidential Information. Required legal disclosure is limited and notified in advance when lawful.
11. Intellectual property
Ekadem retains the Service and its technology; Customer retains School Data and its materials. Each party grants only the rights needed to perform the Agreement. Feedback is voluntary and may be used without identifying Customer or revealing Confidential Information. Third-party/open-source components remain under their licenses.
12. Term, suspension and exit
The term and renewal are in the Order Form. Either party may terminate for an uncured material breach after 30 days’ notice, or immediately if cure is impossible, insolvency law permits, or continued processing is unlawful. Ekadem may narrowly suspend affected access for active security harm, illegal use or undisputed non-payment, with notice when possible.
At exit, Customer may export School Data during the agreed retrieval period. Ekadem then deletes it under the DPA and supplies confirmation on request, except isolated backups, legal holds and mandatory financial/security records. Suspension is not used to avoid export/deletion duties.
13. Warranties and responsibility
Each party warrants authority to enter the Agreement. Ekadem warrants the Service will materially conform to documented functionality and be supplied with reasonable care. Customer’s remedy is correction, re-performance or, if Ekadem cannot cure a material nonconformity, termination and a pro-rata refund of prepaid unused fees. AI output and user content are not warranted as correct.
Indemnities, liability caps, exclusions, insurance, governing law, venue, public-institution immunities and procurement clauses must be completed in the Order Form. Nothing waives mandatory privacy, education, accessibility, public-records or public-law duties; excludes liability that cannot lawfully be excluded; or binds a public entity beyond an authorized waiver.
14. General
Neither party may assign the Agreement without consent, except to a successor in a merger or sale that accepts all obligations and does not reduce School Data protection. Notices go to the Order Form contacts. Events beyond reasonable control excuse delay but not confidentiality, data protection, disaster recovery or payment for service already supplied. The Agreement is the entire agreement; amendments must follow its accepted method. Electronic signatures and counterparts are valid where law permits.