These Terms of Service (these “Terms”) govern access to and use of WHIT, an AI-driven educational technology application provided by School Synergy Corporation (“Service Provider”). These Terms apply to each school, school district, local educational agency, or other educational institution or entity (each, a “Customer”) that creates an Account, purchases, subscribes to, evaluates, pilots, or otherwise accesses or uses the Services, except to the extent that Service Provider and Customer have entered into a separate written agreement governing the same. The person accepting these Terms on behalf of Customer represents that they have authority to bind Customer to these Terms.
Any use of Service Provider’s public-facing marketing website, located at https://www.whitai.app/ (the “Website”), is governed by the Website Terms of Use located at https://www.whitai.app/terms-of-use/ (the “Website Terms of Use”). This Agreement governs the Services and picks up where the Website Terms of Use end. This Agreement and the Website Terms of Use are independent; Customer’s acceptance of or compliance with one does not satisfy or waive the requirements of the other.
Customer’s access to and use of the Services is also subject to Service Provider’s Privacy Policy, located at https://www.whitai.app/privacy-policy/ (the “Privacy Policy”), which describes how Service Provider collects, uses, and discloses personal information in connection with the Services. The Privacy Policy is incorporated into and made a part of this Agreement.
BY CREATING AN ACCOUNT, PURCHASING A SUBSCRIPTION, ACCEPTING A QUOTE, OR ACCESSING OR USING THE SERVICES, CUSTOMER ACKNOWLEDGES THAT IT HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO THIS AGREEMENT (INCLUDING THE PRIVACY POLICY), NEITHER CUSTOMER NOR ITS AUTHORIZED USER SHOULD ACCESS OR USE THE SERVICES.
1. Definitions
In addition to the definitions provided elsewhere in these Terms, the following definitions apply:
“Account” means an account provisioned for an Authorized User to access and use WHIT.
“Administrator” means a District Administrator or School Administrator designated by Customer with administrative privileges and responsibilities for managing, configuring, or overseeing the use of WHIT within Customer’s organization.
“Agreement” means, collectively, these Terms; the Quote; and any Purchase Order; any DPA; the Privacy Policy; and any other documents expressly incorporated by reference into these Terms or the Quote.
“Applicable Laws” means all federal, state, and local laws, regulations, rules, and orders applicable to Service Provider’s or Customer’s performance under the Agreement, including the Family Educational Rights and Privacy Act, 20 U.S.C. § 1232g, and its implementing regulations at 34 C.F.R. Part 99, as amended (FERPA); the Children’s Online Privacy Protection Act, 15 U.S.C. §§ 6501–6506, and its implementing regulations at 16 C.F.R. Part 312, as amended (COPPA); and general data protection laws.
“AI Features” means features or functionality of WHIT that use artificial intelligence, machine learning, large language models, natural language processing, automated recommendations, automated content generation, or similar technologies.
“Authorized User” means an individual authorized by Customer to access or use WHIT under Customer’s subscription or pilot, including District Administrators, School Administrators, Teacher Users, and Student Users.
“Beta Feature” means any feature, functionality, or component of WHIT that Service Provider makes available for testing or preview before general release.
“Customer” means the school, district, or other educational institution that purchases, subscribes to, pilots, evaluates, accesses, or uses WHIT, or that is identified in a Quote.
“Customer Data” means data, content, records, files, user prompts, inputs, AI outputs, rosters, account information, usage data, and other information submitted to, uploaded to, transmitted through, generated within, or otherwise made available to the Services by or on behalf of Customer or its Authorized Users. Customer Data includes Personal Information and Student Data. Customer Data does not include aggregated, de-identified, or anonymized information.
“Data Protection Agreement” or “DPA” means a separate written agreement entered into between Customer and Service Provider that governs privacy and security of Student Data.
“District Administrator” means an Authorized User designated by Customer to administer WHIT at the district or organization level, which may include managing district-level settings, provisioning or deprovisioning other Accounts, viewing usage information, and configuring permissions.
“Documentation” means Service Provider’s then-current user guides, product descriptions, help materials, technical documentation, and policies for WHIT that Service Provider makes available to Customer.
“Feedback” means suggestions, ideas, enhancement requests, recommendations, corrections, comments, or other feedback regarding the Services.
“Intellectual Property Rights” or “IP Rights” means all intellectual property rights throughout the world, whether existing now or in the future, including all patents, patent applications, patent rights, copyrights, copyright registrations and applications, moral rights, trade secrets, know-how, trademarks, service marks, trade names, trade dress, rights in logos and designs, database rights, rights in inventions, rights in data, rights in software, domain names, mask work rights, and all other intellectual and industrial property rights of any kind, whether registered or unregistered, and including all applications, continuations, continuations-in-part, divisionals, reissues, re-examinations, renewals, reversions, and extensions thereof.
“Quote” means a quote, proposal, order form, statement of work, renewal notice, or other ordering document issued by Service Provider that identifies the applicable subscription or pilot, fees, term, number of Authorized Users, or other transaction-specific terms relating to Customer’s procurement of the Services.
“Pilot” means a trial or evaluation period during which Customer may access and use WHIT for evaluation purposes prior to entering into a paid subscription.
“Personal Information” means personally identifiable information or personal data, or such other information that identifies, relates to, describes, or could reasonably be linked, directly or indirectly, with an individual or household, as defined under Applicable Laws.
“Privacy Policy” means Service Provider’s published privacy policy applicable to the Services, which shall at all times during the Term be available at https://www.whitai.app/privacy-policy/.
“Purchase Order” means a purchase order or similar procurement document issued by Customer in reference to a Quote.
“School Administrator” means an Authorized User designated by Customer to administer WHIT at the school or campus level, which may include managing school-level settings, viewing school-level usage information, and assisting with Account administration.
“Services” means WHIT and all related software, content, Documentation, support, training, and other services provided by Service Provider.
“Student Data” means education records, student personal information, personally identifiable information from education records, or similar student data as defined by Applicable Laws, including FERPA and applicable state student privacy laws, that are provided to or processed by the Services on behalf of Customer.
“Student User” means a student or pupil authorized by Customer to access and use WHIT.
“Teacher User” means a teacher, instructor, counselor, staff member, paraprofessional, or other school or district employee or contractor authorized by Customer to access and use WHIT.
“Term” has the meaning described in Section 9.1.
“WHIT” means Service Provider’s AI-driven educational technology platform, including its associated software, websites, applications, AI Features, interfaces, dashboards, reports, Documentation, and related services made available by Service Provider.
“Website” means Service Provider’s public-facing marketing website located at https://www.whitai.app/, which is governed by Service Provider’s separate Website Terms of Use, not these Terms.
2. Agreement Structure
2.1. Agreement. These Terms are intended to apply in the absence of a direct negotiated agreement between Service Provider and Customer governing Customer’s access to and use of the Services. These Terms may be linked to or referenced in a Quote. Customer’s issuance of a Purchase Order constitutes Customer’s acceptance of the Quote and these Terms.
2.2. Rejected terms. Any terms or conditions included in, attached to, or referenced by Customer’s Purchase Order that materially add to, conflict with, or modify a Quote or these Terms are rejected, are void, and will not become part of the Agreement, even if Service Provider accepts the Purchase Order, fulfills the Quote, provides WHIT, or invoices Customer.
2.3. Order of precedence. If there is a conflict among the documents forming the Agreement, the following order of precedence will apply: (a) any separately executed written agreement between Service Provider and Customer that expressly supersedes these Terms; (b) any applicable DPA, but only with respect to privacy, security, or processing of Student Data; (c) the applicable Quote; (d) these Terms; and (e) the Privacy Policy. Purchase Orders do not supersede or modify Quotes or these Terms.
3. Service Provider Obligations
3.1. Grant of access. Subject to Customer’s compliance with this Agreement and as described in the Quote, Service Provider grants Customer and its Authorized Users a limited, non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Services solely for Customer’s internal educational, administrative, instructional, and school-operational purposes.
3.2. Scope of access. The scope of Customer’s access to the Services will be as stated in the applicable Quote. Customer will not exceed the scope of access stated in the Quote without Service Provider’s prior written consent or entry into an additional or amended Quote.
3.3. Aggregated data. Service Provider may generate and use aggregated, de-identified, or anonymized information derived from Customer Data, including Student Data, for analytics, benchmarking, product improvement, research, reporting, and other lawful business purposes, provided that such information does not identify Customer, any Authorized User, or any student and is not reasonably linkable to an identified or identifiable individual. This use is subject to the model-training restrictions in Sections 5.1.2 and 6.1.
3.4. Beta features. Service Provider may make Beta Features available to Customer or certain Authorized Users from time to time. Customer may choose whether to use Beta Features unless an applicable Quote states otherwise. Beta Features are provided for evaluation and testing purposes and may be incomplete, unstable, unavailable, inaccurate, or subject to material change. Beta Features are provided “as is” and “as available” and, to the maximum extent permitted by law, without warranties, indemnities, service levels, support commitments, or availability commitments. Service Provider may modify, suspend, or discontinue Beta Features at any time without liability. Service Provider may use Feedback, usage information, and performance information relating to Beta Features to improve the Services.
3.5. Reservation of rights; IP ownership. As between the parties, Service Provider and its licensors own and will retain all right, title, and interest in and to: (a) the Services, including all software, code, algorithms, models, machine learning models, neural networks, APIs, user interfaces, designs, architecture, databases, data structures, and all components thereof; (b) all Intellectual Property Rights in and to the foregoing; (c) all improvements, modifications, enhancements, derivative works, and updates to the foregoing, regardless of whether developed by Service Provider alone or jointly with Customer or any Authorized User; (d) all aggregated, de-identified, or anonymized data derived from Customer Data or use of the Services; and (e) all Feedback. No rights are granted to Customer except as expressly set forth in the Agreement. All rights not expressly granted are reserved by Service Provider. Customer will not acquire any ownership interest in the Services or any Intellectual Property Rights therein by virtue of the Agreement or Customer’s use of the Services.
4. Authorized Users
4.1. Accounts. Customer is responsible for designating and provisioning District Administrator, School Administrator, Teacher User, and Student User Accounts and managing Account permissions. Customer will ensure that Account information is accurate and current and that Accounts are assigned only to Authorized Users. Customer will revoke Account access promptly when Authorized Users change roles or leave Customer’s employ or enrollment.
4.2. Age requirements. Administrators and Teacher Users must be at least eighteen (18) years of age. Student Users must be at least thirteen (13) years of age and may only access WHIT when authorized by Customer.
4.3. Student Users. Customer is responsible for authorizing Student Users to use WHIT and for obtaining any notices, consents, approvals, or permissions required for Student Users to access and use WHIT to the extent required by Applicable Laws, including any required parent or guardian consents. Customer will not permit Student Users to access WHIT unless Customer has determined that such access is appropriate and legally authorized. Customer is solely responsible for supervising Student Users, evaluating WHIT’s suitability for its students, and determining how WHIT is used in instructional, administrative, or other school-related settings.
4.4. Configurations. Service Provider may provide tools that allow District Administrators and School Administrators to configure settings, manage Authorized Users, assign roles, or access certain Customer Data. Customer is solely responsible for its configuration decisions and for determining which personnel should receive administrative privileges.
4.5. Functionality. Different features and functionality may be available to different customers or Account types. Service Provider may modify, add, or remove features and functionality associated with any Account type from time to time, provided that it does not materially reduce the core functionality during the then-current Term.
4.6. Designated school official. To the extent applicable, Customer designates Service Provider as a school official or service provider acting on behalf of Customer for the purpose of providing WHIT and processing Student Data under Customer’s direction. Service Provider will use Student Data only to provide, maintain, secure, support, and improve WHIT, to comply with the Agreement, to comply with Applicable Laws, and as otherwise permitted by any Applicable Law or DPA.
5. Customer Data, Obligations, Restrictions
5.1. Customer Data.
5.1.1. Authorized data. Customer will not submit to the Services any data that Customer is not authorized to provide. Customer will not submit to the Service any data subject to heightened legal protections, including protected health information, payment card data, Social Security numbers, biometric identifiers, or other sensitive personal information, unless the Agreement, an applicable DPA, and the configuration of WHIT expressly support Customer’s intended use of that data. As between Customer and Service Provider, Customer is solely responsible for the accuracy, completeness, and quality of Customer Data, for maintaining appropriate backups of Customer Data, and for classifying Customer Data according to its sensitivity and applicable legal requirements.
5.1.2. License. As between Customer and Service Provider, Customer retains ownership of Customer Data. Customer grants Service Provider a limited, non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, display, use, and sublicense (solely to Service Provider’s subprocessors and service providers) Customer Data solely as necessary to provide, maintain, secure, support, and troubleshoot the Services, to comply with the Agreement, to comply with Applicable Laws, and as otherwise permitted by any Applicable Laws or applicable DPA. Notwithstanding the foregoing, Service Provider will not use Customer Data, Personal Information, or Student Data to train, develop, or improve machine learning or artificial intelligence models. This restriction also applies to aggregated, de-identified, or anonymized information derived from such data.
5.2. General use requirements. Customer will use WHIT only in accordance with the Agreement, the Documentation, and Applicable Laws. Customer is responsible for all activities conducted through Accounts associated with Customer and for ensuring that all Authorized Users comply with the terms of the Agreement. Customer will use commercially reasonable efforts to prevent unauthorized access to or use of WHIT and will promptly notify Service Provider of any unauthorized access or use of which Customer becomes aware. Customer is solely responsible for determining whether WHIT is suitable for Customer’s compliance obligation and for the accuracy, quality, legality, or appropriateness of any Customer Data or any outputs derived from Customer Data.
5.3. Technical Requirements. Customer is solely responsible for obtaining, configuring, and maintaining all hardware, software, network connections, internet access, browsers, and other equipment and services necessary to access and use the Services. Customer acknowledges that WHIT is provided as a cloud-based service and requires a reliable internet connection. Customer is responsible for ensuring that Customer’s systems and network meet any minimum technical requirements specified in the Documentation. Service Provider is not responsible for issues caused by Customer systems or equipment, third-party services, internet connectivity, or Customer configurations.
5.4. Prohibited conduct. Customer will not, and will not permit any Authorized User or third party to: (a) violate Applicable Laws; (b) infringe intellectual property or privacy rights; (c) upload unlawful, harmful, defamatory, obscene, or objectionable content; (d) harass, threaten, defame, or harm any individual; (e) distribute spam, unsolicited communications, or chain messages; (f) interfere with the security or operation of WHIT; (g) attempt to gain unauthorized access to WHIT, other accounts, or related systems or networks; (h) probe, scan, or test the vulnerability of WHIT or any related system or network; (i) circumvent or attempt to circumvent any security, access control, usage limit, rate limit, or authentication measure; (j) use WHIT in a manner that could damage, disable, overburden, or impair WHIT or interfere with any other party’s use of WHIT; (k) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, models, or underlying structure of WHIT, except to the extent such restriction is prohibited by Applicable Laws; (l) copy, modify, translate, adapt, or create derivative works of WHIT; (m) sell, resell, sublicense, rent, lease, distribute, provide service bureau access to, or otherwise make WHIT available to third parties other than Authorized Users; (n) remove, obscure, or alter any proprietary notices, labels, or marks on or in WHIT; (o) use WHIT to develop, train, benchmark, or improve a competing product or service; (p) introduce any virus, worm, Trojan horse, malware, or other malicious code into WHIT; (q) use any robot, spider, scraper, automated script, or other automated means to access WHIT except as expressly authorized in the Documentation; (r) use WHIT in any manner that could facilitate academic dishonesty or circumvent academic integrity policies; (s) share login credentials among multiple individuals or permit any unauthorized person to access WHIT using Customer’s or an Authorized User’s credentials; (t) exceed any usage limits or restrictions applicable to Customer’s Account or subscription; or (u) access WHIT for the purpose of benchmarking or competitive analysis.
6. AI Features; Outputs
6.1. Model training. Service Provider will not use Customer Data, Personal Information, or Student Data to train its AI models or authorize AI providers to use such data to train their models. This restriction also applies to aggregated, de-identified, or anonymized information derived from such data.
6.2. AI-generated outputs. WHIT includes AI Features that may generate, summarize, classify, recommend, or otherwise produce outputs based on Customer Data, model behavior, and other information. AI-generated outputs may be inaccurate, incomplete, biased, unexpected, or unsuitable for a particular student, classroom, curriculum, decision, or context. Customer and its Authorized Users are solely responsible for reviewing, evaluating, and independently verifying outputs before use or reliance.
6.3. Human oversight and professional judgment. WHIT is intended to support, not replace, professional judgment by educators, administrators, and other qualified school personnel. Customer will not rely solely on WHIT or any AI-generated output to make decisions that have a legal, educational, disciplinary, placement, eligibility, grading, safety, special education, employment, or similarly significant effect on an individual, unless Customer has implemented appropriate human review and any other safeguards required by Applicable Laws and Customer policy. AI-generated outputs do not constitute legal, medical, psychological, financial, or other professional advice.
6.4. No guarantee of outcomes. Customer is solely responsible for determining whether outputs are appropriate for its students, curriculum, standards, policies, and instructional goals. Service Provider does not (a) guarantee that WHIT will produce any particular result, improve educational outcomes, identify all relevant issues, or generate outputs that are free from error, or (b) warrant the accuracy, completeness, reliability, or suitability of any AI-generated output, recommendation, or content produced by WHIT.
6.5. Prohibited AI uses. Customer will not, and will not permit any Authorized User or third party to, use AI Features to: (a) generate content that is misleading, deceptive, or fraudulent; (b) impersonate any individual or misrepresent the source or origin of AI-generated content; (c) circumvent, disable, or interfere with any content filter, safety feature, or usage restriction built into WHIT; (d) generate content that promotes violence, hatred, discrimination, or illegal activity; (e) generate content that is harmful to children; (f) represent AI-generated outputs as human-created work; or (g) generate or rely on content as legal, medical, psychological, financial, or other professional advice.
7. Pilots
7.1. Pilot terms. If Service Provider makes WHIT available to Customer as part of a Pilot, the Pilot will be subject to these Terms and any additional limitations stated in the applicable Quote or Pilot materials. Unless otherwise stated in a Quote, a Pilot is provided for evaluation purposes only, may be limited in duration, features, number of Authorized Users, usage volume, support, integrations, or data storage, and may be terminated by either party at any time on notice to the other party.
7.2. Customer responsibilities. Customer may use a Pilot to assess WHIT’s suitability for Customer’s educational, administrative, and operational needs. Customer remains responsible for determining whether to use real Student Data during a Pilot and for ensuring that any such use complies with Applicable Laws and Customer policy. If the parties have entered into a DPA, the DPA will govern Service Provider’s processing of Customer Data during the Pilot; otherwise, the privacy and security provisions in these Terms will apply.
7.3. Service levels; modifications. Unless otherwise stated in a Quote, Service Provider provides Pilots without any uptime, service level, support, implementation, integration, or availability commitments. Service Provider may suspend, modify, or discontinue a Pilot at any time. At the end of a Pilot, Customer’s access to WHIT may be disabled unless Customer enters into a paid subscription or other arrangement agreed to in writing by Service Provider.
7.4. Free Accounts. Service Provider may, in its sole discretion, offer free accounts with limited features and functionality. The features and limitations applicable to free accounts will be as determined by Service Provider. Service Provider may require Customer to convert to a paid subscription or may modify, suspend, or discontinue free accounts or any of their features or functionality at any time, in Service Provider’s sole discretion, and without notice. Free accounts are provided “as is” and “as available” without warranties or service level commitments.
7.5. Data handling. If Customer does not enter into a paid subscription after a Pilot, Service Provider will delete or return Customer Data in accordance with Section 9.3 or as otherwise required by any applicable DPA. Service Provider may retain limited records as necessary for legal, compliance, billing, security, backup, dispute resolution, and internal business purposes, subject to the Agreement and Applicable Laws.
8. Fees; Payment; Taxes
8.1. Fees and Payment Terms. Customer will pay the fees stated in each Quote without reduction or set-off (the “Fees”). Unless otherwise stated in the Quote, Fees are non-cancelable and non-refundable. Payment is due within thirty days after the invoice date. Customer is responsible for providing complete and accurate billing information. Customer’s internal purchase order requirements, vendor registration processes, or procurement policies do not relieve Customer of its payment obligations or modify the terms of the Agreement.
8.2. Invoicing. Unless otherwise stated in a Quote, Service Provider will invoice Customer for Fees monthly or annually in advance of each subscription period. Service Provider may invoice for other Fees as incurred or as stated in the applicable Quote.
8.3. Payment Method. Customer will pay invoices by ACH, wire transfer, or check. If Customer pays by credit card or other payment method that incurs processing fees, Service Provider may pass through such fees to Customer.
8.4. Late Payment and suspension. If Customer fails to pay undisputed amounts when due, Service Provider may, after providing notice and a reasonable opportunity to cure, suspend access to WHIT until the overdue amounts are paid. Suspension does not relieve Customer of its payment obligations.
8.5. Interest on late payments. Overdue amounts will accrue interest at the rate of three percent (3%) per month, or the maximum rate permitted by Applicable Laws, whichever is less, from the due date until paid in full. Customer will also reimburse Service Provider for reasonable costs of collection, including attorneys’ fees, incurred as a result of Customer’s failure to pay Fees when due.
8.6. Taxes. Fees are exclusive of taxes, assessments, duties, levies, and similar governmental charges. Customer is responsible for all such amounts, excluding taxes based on Service Provider’s net income. If Customer is exempt from taxes, Customer will provide a valid exemption certificate or other reasonably requested documentation.
8.7. Fee increases. No more than once annually on the anniversary of the Term, Service Provider may automatically increase the Fees by up to five percent (5%), or such lesser amount as permitted by Applicable Laws.
9. Term; Suspension; Termination
9.1. Term. These Terms begin when Customer signs or accepts a Quote, issues a Purchase Order, accesses WHIT, or permits any Authorized User to access WHIT, and continue for one year or such other period stated in the Quote (the “Initial Term”). Except for a Pilot, the Term will automatically renew for additional one-year periods (each, a “Renewal Term”) unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Term (the Initial Term and all Renewal Terms, collectively, the “Term”). Each Renewal Term will be subject to Service Provider’s then-current Terms and Fees.
9.2. Termination for cause. Either party may terminate the Agreement if the other party materially breaches the Agreement and fails to cure the breach within 30 days after receiving written notice specifying the breach. Notwithstanding the foregoing, Service Provider may immediately suspend Customer’s or any Authorized User’s access to the Services, or immediately terminate the Agreement, without prior notice or opportunity to cure, if: (a) Customer or an Authorized User violates Section 3.5 (Reservation of rights; IP ownership), Section 5.4 (Prohibited conduct), or Section 11 (Confidentiality); (b) Customer or an Authorized User’s use of the Services poses a security risk to the Services or any third party; (c) Customer or an Authorized User uses the Services in violation of Applicable Laws; (d) Customer fails to pay undisputed Fees within thirty (30) days after receiving written notice of nonpayment; (e) Customer or an Authorized User engages in fraudulent or deceptive conduct; or (f) suspension or termination is required by Applicable Laws or by order of a court or governmental authority. Any suspension under this Section will not relieve Customer of its payment obligations or excuse any breach of the Agreement.
9.3. Effect of expiration or termination. Upon any expiration or termination of the Agreement, Customer’s and Authorized Users’ rights to access WHIT under that Quote will terminate, their access will be revoked by Service Provider, and they must cease using the Services. The license granted to Service Provider under Section 5.1.2 will terminate upon the earlier of (a) expiration or termination of the Agreement or (b) deletion or return of the applicable Customer Data in accordance with this section. Upon Customer’s written request within 30 days of expiration or termination, Service Provider will delete or return Customer Data, Student Data, or Personal Information in accordance with such request within a commercially reasonable period, unless a longer period of retention is required by law or permitted under the Agreement. Customer acknowledges that such data may remain in backups for a limited period until overwritten or deleted in the ordinary course, subject to continued protection under the Agreement.
9.4. Survival. Termination does not relieve Customer of amounts due before termination. Sections that by their nature should survive will survive expiration or termination of the Agreement, including provisions relating to payment, ownership, confidentiality, privacy and security, disclaimers, limitations of liability, indemnification, and dispute resolution.
10. Privacy and Security
10.1. Applicable agreement. Service Provider will process Student Data in accordance with the Agreement and Applicable Laws. If the parties have entered into a DPA, then the DPA will govern the parties’ respective rights and obligations regarding privacy, security, confidentiality, data protection, processing, deletion, return, audits, subprocessors, incident notification, and related matters.
10.2. Student Data restrictions. Service Provider will use Student Data only to provide, maintain, secure, support, and improve WHIT, to comply with the Agreement, to comply with Applicable Laws, and as otherwise described in these Terms. Service Provider will not sell, rent, or share Student Data or Personal Information with third parties for their own commercial or marketing purposes. Service Provider will not use Student Data for targeted advertising to students or create student profiles except as necessary to provide the Services, comply with the Agreement, comply with Applicable Laws, or as otherwise permitted by any Applicable Laws or applicable DPA.
10.3. Safeguards. Service Provider will maintain a written information security program that includes administrative, technical, and physical safeguards designed to protect Student Data and Personal Information against unauthorized access, use, disclosure, alteration, and destruction. Service Provider will use commercially reasonable measures appropriate to the nature of Student Data and Personal Information processed through WHIT.
11. Confidentiality
11.1. Definition. “Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Service Provider’s Confidential Information includes non-public information about WHIT, product plans, technology, security measures, pricing, and Documentation. Customer’s Confidential Information includes non-public Customer Data.
11.2. Use and disclosure. The receiving party will use the disclosing party’s Confidential Information only to perform or exercise rights under the Agreement. The receiving party will protect Confidential Information using at least reasonable care and will not disclose Confidential Information except to its employees, contractors, advisors, service providers, and representatives who need to know the information and are bound by confidentiality obligations at least as protective as those in these Terms. The receiving party may disclose Confidential Information if required by law, subpoena, court order, public records request, or governmental authority, provided that, to the extent legally permitted, the receiving party gives the disclosing party prompt notice and reasonable assistance so the disclosing party may seek confidential treatment or oppose disclosure.
11.3. Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of the Agreement; (b) was known to the receiving party without restriction before disclosure; (c) is independently developed without use of the disclosing party’s Confidential Information; or (d) is lawfully received from a third party without restriction. Confidential Information does not include Personal Information and Student Data, which are covered under Section 10.
11.4. Duration. The confidentiality obligations in this Section 11 will survive for three (3) years after disclosure; provided that obligations relating to trade secrets will continue for so long as such information remains a trade secret under Applicable Laws.
11.5. Injunctive relief. Each party acknowledges that any breach or threatened breach of Section 3.5 (Reservation of rights; IP ownership), Section 5.4 (Prohibited conduct), or this Section 11 (Confidentiality) may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the non-breaching party will be entitled to seek injunctive or other equitable relief to prevent or restrain any such breach or threatened breach, without the requirement of posting a bond or other security, in addition to any other remedies available at law or in equity.
12. Support; Modifications; Third-Party Products; Feedback
12.1. Support. Service Provider will provide support for WHIT as described in the applicable Quote or Documentation. If no support terms are stated, Service Provider will provide its standard support for similarly situated customers.
12.2. Modifications. Service Provider may update, modify, enhance, or discontinue features of WHIT from time to time. Service Provider will not materially reduce the core functionality of the Services during the then-current Term unless necessary for security, legal, compliance, performance, or technical reasons. Service Provider may perform maintenance that may temporarily affect availability.
12.3. Third-party products. WHIT may interoperate with or include integrations to third-party products, services, learning management systems, identity providers, data sources, content providers, or platforms. Customer’s use of third-party services may be subject to separate terms between Customer and the applicable third party. Service Provider is not responsible for third-party services, including their availability, security, functionality, content, or handling of data. Customer authorizes Service Provider to exchange Customer Data with third-party services as directed or enabled by Customer or its Authorized Users through WHIT.
12.4. Feedback. Customer and Authorized Users may provide Feedback to Service Provider. As between the parties, Service Provider owns all right, title, and interest in and to all Feedback, including all Intellectual Property Rights therein. Customer grants Service Provider a perpetual, irrevocable, exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use, reproduce, modify, create derivative works from, distribute, publicly display, publicly perform, and otherwise exploit any Feedback for any purpose without restriction or compensation.
13. Warranties
13.1. Mutual. Each party represents and warrants that: (a) it has the legal power and authority to enter into the Agreement; (b) the Agreement constitutes a valid and binding obligation of such party, enforceable against such party in accordance with its terms; (c) the execution, delivery, and performance of the Agreement does not and will not conflict with any other agreement to which such party is bound; (d) it will comply with all Applicable Laws in performing its obligations and exercising its rights under the Agreement; and (e) it has obtained and will maintain all licenses, permits, authorizations, and approvals required for it to perform its obligations under the Agreement.
13.2. Customer. Customer represents and warrants that: (a) Customer is a school, school district, local educational agency, charter school, private school, or other educational institution authorized to enter into this Agreement; (b) Customer has obtained and will maintain all consents, authorizations, and approvals required under Applicable Laws to permit Authorized Users, including Student Users, to access and use WHIT and to permit Service Provider to process Customer Data, including Student Data, as contemplated by this Agreement; (c) Customer Data, including any content submitted by Customer or Authorized Users, does not and will not infringe, misappropriate, or violate any third party’s intellectual property rights, privacy rights, or other rights; (d) Customer will use WHIT and the Services only for lawful purposes and in accordance with the Agreement, the Documentation, and Applicable Laws; (e) Customer will ensure that all Authorized Users are informed of and comply with the terms of the Agreement applicable to their use of WHIT; and (f) Customer will implement and maintain appropriate policies, training, and oversight for the use of WHIT within Customer’s organization, including policies governing the use of AI-generated outputs and the protection of Student Data.
13.3. Service Provider. Service Provider warrants that, during the Term, WHIT will perform materially in accordance with the Documentation when used in accordance with the Agreement.
13.4. Remedy. Customer’s exclusive remedy and Service Provider’s sole liability for breach of the warranty in Section 13.3 is for Service Provider to use commercially reasonable efforts to correct the nonconformity. If Service Provider cannot correct the nonconformity within 30 days, either party may terminate the affected Quote and Service Provider will refund any prepaid, unused Fees for the terminated portion of the Term.
13.5. Exclusions. Service Provider’s warranties in Section 13.3 do not apply to Pilots, Beta Features, issues caused by Customer Data, Customer systems, Customer configurations, third-party services, unauthorized use, modifications not made by Service Provider, or use of WHIT in violation of the Agreement.
13.6. Disclaimers. Except as expressly stated in these Terms, WHIT is provided “as is” and “as available.” To the maximum extent permitted by law, Service Provider disclaims all OTHER warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, and quiet enjoyment. Service Provider does not warrant that WHIT will be uninterrupted, error-free, secure, or free from harmful components, that all errors will be corrected, or that WHIT will meet Customer’s requirements. Service Provider does not warrant any educational, administrative, compliance, instructional, or other outcome from use of WHIT or the Services.
14. Indemnification
14.1. Service Provider. Service Provider will defend, indemnify, and hold harmless Customer against any third-party claim action, suit, proceeding, investigation, or demand arising from or relating to (a) an allegation that WHIT or the Documentation, when used as authorized under the Agreement, infringes a U.S. patent, copyright, or trademark, or misappropriates a trade secret (an “IP Claim”), or (b) Service Provider’s gross negligence or willful misconduct. Service Provider will pay damages and costs (including reasonable attorneys’ fees) finally awarded against Customer by a court of competent jurisdiction or agreed in settlement by Service Provider. Service Provider’s indemnification obligations do not apply to IP Claims arising from or related to: (a) Customer Data; (b) Customer’s or an Authorized User’s misuse of WHIT or the Documentation, or use in violation of the Agreement; (c) modifications not made by Service Provider; (d) use of WHIT in combination with products, services, or data not provided by Service Provider; (e) third-party services or integrations; (f) Beta Features or Pilots; or (g) continued use after Service Provider notifies Customer to discontinue use of the allegedly infringing component.
14.2. Customer. Customer will defend, indemnify, and hold harmless Service Provider and its affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, the “Service Provider Indemnitees”) against any third-party claim, action, suit, proceeding, investigation, or demand, and any resulting damages, losses, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) arising from or related to: (a) Customer Data, including any claim that Customer Data infringes, misappropriates, or violates a third party’s intellectual property rights, privacy rights, contractual rights, or other rights, or that Customer Data is unlawful, harmful, defamatory, obscene, or otherwise objectionable; (b) Customer’s or any Authorized User’s access to or use of WHIT, including any use in violation of the Agreement, the Documentation, or Applicable Laws; (c) Customer’s failure to provide legally required notices or obtain legally required consents, including parental or guardian consents for Student Users or consents required under FERPA, COPPA, or other Applicable Laws; (d) any dispute between Customer and any Authorized User, student, parent, guardian, or other third party relating to Customer’s use of WHIT or Customer Data; (e) any data breach or unauthorized access to or disclosure of Customer Data, Student Data, or Personal Information caused by Customer or any Authorized User; (f) Customer’s use or misuse of AI-generated outputs, including any decision, action, or communication based on such outputs; (g) Customer’s breach of any representation, warranty, or obligation under the Agreement; or (h) Customer’s gross negligence or willful misconduct.
14.3. Mitigation. If WHIT or the Documentation becomes, or in Service Provider’s reasonable opinion is likely to become, the subject of an IP Claim, Service Provider may, at its option and expense: (a) procure the right for Customer to continue using WHIT or the Documentation, as applicable; (b) modify WHIT or the Documentation to be non-infringing without materially reducing functionality; (c) replace WHIT or the Documentation with a substantially equivalent non-infringing alternative; or (d) if the foregoing are not commercially reasonable, terminate the affected Quote and refund any prepaid, unused Fees for the remaining portion of the Term.
15. Indemnification Procedures.
A party seeking indemnification (the “Indemnified Party”) will: (a) promptly notify the indemnifying party (the “Indemnifying Party”) in writing of any claim for which indemnification is sought; (b) give the Indemnifying Party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation to the Indemnifying Party, at the Indemnifying Party’s expense, in connection with the defense and settlement of the claim. The Indemnified Party may participate in the defense of any claim with counsel of its own choosing at its own expense. The Indemnifying Party will not settle any claim in a manner that admits liability on the part of the Indemnified Party, imposes obligations on the Indemnified Party (other than payment of money damages fully covered by the indemnification), or adversely affects the Indemnified Party’s rights, without the Indemnified Party’s prior written consent. Failure to provide prompt notice will not relieve the Indemnifying Party of its indemnification obligations except to the extent the Indemnifying Party is materially prejudiced by such failure.
16. Limitation of Liability
16.1. Consequential damages. To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, enhanced, or punitive damages, or for lost profits, lost revenues, lost goodwill, lost data, business interruption, or cost of substitute services, whether arising in contract, tort, statute, or otherwise, even if the party has been advised of the possibility of such damages.
16.2. Liability cap. To the maximum extent permitted by law, each party’s total aggregate liability arising out of or relating to the Agreement will not exceed the amounts paid or payable by Customer to Service Provider under the applicable Quote during the twelve months immediately preceding the event giving rise to liability. For Pilots and Beta Features provided without charge, Service Provider’s total aggregate liability will not exceed one hundred dollars.
16.3. Exclusions from limitations. The limitations of liability in Sections 16.1 and 16.2 will not apply to: (a) Customer’s indemnification obligations under Section 14.2; (b) Customer’s breach of Section 3.5 (Reservation of rights; IP ownership), Section 5.4 (Prohibited conduct), or Section 11 (Confidentiality); (c) Customer’s payment obligations under the Agreement; (d) either party’s gross negligence or willful misconduct; or (e) any liability that cannot be limited under Applicable Laws.
17. Publicity
Service Provider may identify Customer as a customer in Service Provider’s customer lists, proposals, and sales materials, using Customer’s name and logo in accordance with Customer’s written trademark guidelines if provided to Service Provider. Service Provider will not issue a press release announcing Customer’s use of WHIT without Customer’s prior written consent.
18. Government, Public Records, and Compliance
Customer may be subject to public records, freedom of information, open records, procurement, records retention, accessibility, and other laws applicable to public educational institutions. Customer is responsible for determining how those laws apply to its use of WHIT. Service Provider will provide reasonable assistance as required by Applicable Laws and the Agreement.
19. Dispute Resolution
19.1. Governing Law. This Agreement and any dispute arising out of or relating to this Agreement or the Services will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of law principles; provided, however, that if Customer is a public school, school district, or other public educational institution and applicable state law requires that contracts with such entities be governed by the laws of the state in which the institution is located, then this Agreement will be governed by the laws of that state.
19.2. Informal Resolution. Before initiating any legal proceeding, the parties agree to first attempt to resolve any dispute informally by contacting the other party at the address or email set forth in Section 20 (or such other address as may be designated in writing). The parties will use good faith efforts to resolve any dispute informally for at least 60 days from the date of the initial notice.
19.3. Exclusive Jurisdiction. If a dispute is not resolved informally in accordance with Section 19.2, the parties agree that any legal action or proceeding arising out of or relating to this Agreement or the Services will be brought exclusively in the federal or state courts located in Montgomery County, Pennsylvania; provided, however, that if Customer is a public school, school district, or other public educational institution and applicable state law requires that venue for disputes with such entities be in the state in which the institution is located, then venue will be in the appropriate courts in that state. Each party consents to the personal jurisdiction of such courts and waives any objection to venue in such courts.
19.4. Limitations Period. TO THE EXTENT PERMITTED BY LAW, ANY CAUSE OF ACTION OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, THAT CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
20. Notices
Notices under the Agreement must be in writing and will be deemed given: (a) when delivered personally, (b) when sent by confirmed email if no bounce-back or error message is received, (c) one business day after being sent by nationally recognized overnight courier, or (d) three business days after being mailed by certified or registered mail, return receipt requested. Notices to Service Provider must be sent to School Synergy Corporation at admin@whitai.app. Notices to Customer may be sent to the address or email stated in the applicable Quote or associated with Customer’s District Administrator or School Administrator Account.
21. Miscellaneous
21.1. Construction. Headings are for convenience only and do not affect interpretation. The words “including” and “includes” mean “including without limitation.” Words in the singular include the plural and vice versa. Any reference to “written” or “in writing” includes email unless the Agreement expressly states otherwise.
21.2. Entire Agreement. The Agreement is the entire agreement between the parties regarding WHIT and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings regarding WHIT, whether written or oral. Any amendment to the Agreement must be in writing and signed by authorized representatives of both parties, except as otherwise expressly stated in these Terms.
21.3. Force Majeure. Neither party will be liable for delay or failure to perform, other than payment obligations, due to events beyond its reasonable control, including acts of God, natural disasters, labor disputes, war, terrorism, civil unrest, epidemics, pandemics, governmental actions, internet or telecommunications failures, cloud provider failures, power failures, and denial-of-service attacks. The affected party will use reasonable efforts to mitigate the effects of the event.
21.4. Assignment. Customer may not assign or transfer the Agreement without Service Provider’s prior written consent, except to a successor by merger, consolidation, reorganization, or sale of substantially all of Customer’s assets, provided that the successor assumes Customer’s obligations under the Agreement. Any attempted assignment in violation of this Section is void. Service Provider may assign the Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, financing, or sale of all or substantially all of its assets or business. Subject to the foregoing, the Agreement binds and benefits the parties and their permitted successors and assigns.
21.5. Changes. Service Provider may update these Terms from time to time by posting updated Terms on its website or otherwise making them available to Customer. Updated Terms will apply to new Quotes and renewals after the updated Terms are posted or otherwise made available. For any existing paid subscription, updated Terms will not apply until the next Renewal Term unless Customer agrees in writing or unless required by Applicable Laws. Customer’s continued use of WHIT after updated Terms become effective for a Quote or renewal constitutes acceptance of the updated Terms. Notwithstanding the foregoing, except for updates to these Terms as described in this Section 21.5, any amendment, modification, or supplement to the Agreement must be in writing and signed by authorized representatives of both parties to be effective.
21.6. Severability. If any provision of the Agreement is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid, illegal, or unenforceable provision will be modified to the minimum extent necessary to make it valid, legal, and enforceable.
21.7. Waiver. No waiver is effective unless in writing and signed by the waiving party. A waiver of one breach is not a waiver of any other breach.
21.8. No Third-Party Beneficiaries. The Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing in the Agreement, express or implied, is intended to or will confer on any other person or entity any legal or equitable right, benefit, or remedy of any nature.
21.9. Independent Contractors. The parties are independent contractors. The Agreement does not create a partnership, joint venture, agency, fiduciary, or employment relationship between the parties.
21.10. Cumulative Remedies. Except as expressly stated otherwise, all rights and remedies under the Agreement are cumulative and not exclusive of any other rights or remedies provided by law or equity.
21.11. Counterparts. Any Quote or other ordering document entered into under the Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. Electronic signatures will be deemed original signatures for all purposes.