Acceptance
These Terms of Service (the “Terms”) form a legal agreement between SchoolIntel, Inc., a Delaware corporation (“SchoolIntel,” “we, ” “our,” or “us”), and the entity or individual that subscribes to or uses our Services (“Customer” or “you”). By creating an account, accessing, or using the Services, you agree to be bound by these Terms. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization.
Definitions
- “Services” means the SchoolIntel web application, the SchoolIntel database of international school intelligence, the marketing site at schoolintel.co, and any related APIs, integrations, exports, and documentation.
- “Order” means a written or online subscription order describing your plan, term, and fees.
- “Customer Data” means data, files, contact lists, notes, and any other information you submit to or process through the Services. Customer Data is owned by you.
- “SchoolIntel Data” means the database of international school intelligence and signals that we build, maintain, and license through the Services. SchoolIntel Data is owned by us.
- “User” means an individual you authorize to access the Services under your account, such as an employee or contractor.
- “AUP” means our Acceptable Use Policy.
License to use the Services
Subject to your compliance with these Terms and payment of applicable fees, SchoolIntel grants you a non-exclusive, non-transferable, non-sublicensable, worldwide license to access and use the Services and SchoolIntel Data solely for your own internal go-to-market operations during the subscription term.
Use restrictions
You may not, and may not permit any User or third party to:
- Resell, sublicense, distribute, or grant access to the Services or SchoolIntel Data to any third party.
- Use the Services or SchoolIntel Data to build or train any database, dataset, large language model, or other AI system that competes with SchoolIntel or replicates the SchoolIntel Data.
- Scrape, crawl, copy, or systematically download SchoolIntel Data beyond the export limits described in your plan, or in any manner that circumvents technical controls.
- Reverse engineer, decompile, or attempt to derive the source code of the Services.
- Send unsolicited bulk communications (spam), violate the CAN-SPAM Act, GDPR ePrivacy obligations, or similar laws using contact information obtained through the Services.
- Use the Services in violation of our Acceptable Use Policy or applicable law.
- Interfere with or disrupt the integrity or performance of the Services or any systems connected to them.
- Remove or alter any proprietary notices, attribution links, or source citations that accompany SchoolIntel Data.
Violation of these restrictions is a material breach of these Terms and may result in immediate suspension or termination.
Accounts and authorized users
You must be at least 18 years old to use the Services. You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account, whether or not authorized. You will promptly notify us at hello@schoolintel.co of any actual or suspected unauthorized access. Each User must use their own credentials; sharing logins is prohibited.
Customer Data
You retain all rights in and to Customer Data. You grant SchoolIntel a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, and display Customer Data solely as necessary to provide the Services to you, secure them, and improve them. We process Customer Data on your behalf as a processor; the data-protection terms of that processing are set out in our Data Processing Addendum, which is incorporated into these Terms by reference.
You represent and warrant that (i) you have the rights and consents necessary to submit Customer Data to the Services, and (ii) Customer Data does not infringe any third party's rights or violate applicable law.
SchoolIntel Data
The SchoolIntel database is licensed, not sold. The license granted in the “License to use the Services” section permits you to use SchoolIntel Data within the Services and to export reasonable subsets for your internal go-to-market work, subject to the use restrictions above and any additional limits in your Order. On termination of your subscription, you must delete or destroy copies of SchoolIntel Data in your possession and may not continue to use it to contact schools or staff.
Fees and payment
You will pay the fees set out in your Order. Unless otherwise stated:
- Fees are billed in advance and are non-refundable.
- Fees are exclusive of taxes; you are responsible for sales, use, VAT, GST, and similar taxes other than taxes on our income.
- We may suspend the Services if undisputed fees are more than 15 days overdue, after written notice.
- We may adjust fees on renewal by giving you at least 30 days notice before the renewal date.
- All payments are processed by our payment processor; you authorize us to charge the payment method on file for fees as they come due.
Trials and pilots
We may offer trial or pilot access to the Services. Trial and pilot Services are provided “AS IS” without any warranties or service-level commitments, and may be modified or terminated by us at any time. Customer Data created or uploaded during a trial may be deleted at the end of the trial unless you convert to a paid plan.
Intellectual property
SchoolIntel and its licensors own all right, title, and interest in and to the Services, the SchoolIntel Data, and all associated software, models, and content, including all intellectual property rights. No rights are granted other than those expressly set out in these Terms.
Feedback
If you send us suggestions, feature requests, or other feedback, you grant us a perpetual, irrevocable, royalty-free license to use that feedback for any purpose without obligation or attribution.
Third-party services
The Services may integrate with or link to third-party services (e.g. CRMs, email tools, identity providers). Those services are governed by their own terms and privacy policies, and SchoolIntel is not responsible for them. If you connect a third-party service, you authorize SchoolIntel to access and exchange data with that service as needed to perform the integration you requested.
Term and termination
These Terms apply for as long as you have an account or are using the Services. Subscription terms are set out in your Order; in the absence of an Order, plans are billed monthly and renew automatically until canceled.
Either party may terminate for material breach by the other party that remains uncured 30 days after written notice. We may suspend or terminate your access immediately and without notice if you breach the use restrictions or AUP, fail to pay undisputed fees beyond 30 days, or if continued provision of the Services would expose us or third parties to material risk.
On termination: (i) your right to access the Services ends, (ii) you must stop using and delete copies of SchoolIntel Data, (iii) we will make Customer Data available for export for 30 days, after which we may delete it, and (iv) any provisions that by their nature should survive termination will survive (including IP, fees accrued, warranties, liability limits, indemnities, and dispute resolution).
Warranties and disclaimers
Each party represents that it has the authority to enter into these Terms. We will provide the Services with reasonable skill and care.
EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE SERVICES AND SCHOOLINTEL DATA ARE PROVIDED “AS IS” AND WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR ENTIRELY SECURE, OR THAT SCHOOLINTEL DATA WILL BE COMPLETE OR ACCURATE FOR ANY PARTICULAR PURPOSE.
Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO SCHOOLINTEL UNDER THESE TERMS IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
These limits do not apply to (i) your obligation to pay fees, (ii) either party's indemnification obligations, or (iii) liability that cannot be limited under applicable law.
Indemnification
By you.You will defend SchoolIntel against any third-party claim arising out of (i) Customer Data, (ii) your or your Users' violation of these Terms or the AUP, or (iii) your use of the Services in violation of applicable law, and will indemnify us against amounts finally awarded by a court of competent jurisdiction or paid in a settlement we approve.
By us. We will defend you against any third-party claim that the Services, when used as permitted by these Terms, infringe a US patent, copyright, or trademark, and will indemnify you against amounts finally awarded or paid in settlement we approve. We have no obligation for claims arising from (i) Customer Data, (ii) modification of the Services not made by us, or (iii) combination of the Services with anything not provided by us. If we believe a claim is likely, we may at our option (a) procure the right to continue using the Services, (b) modify them so they no longer infringe, or (c) terminate the affected Services and refund any prepaid fees for the unused term.
Each party's indemnification obligation is conditioned on prompt written notice, sole control of the defense (with reasonable cooperation from the other party), and the other party not making any admissions or settlements without consent.
Arbitration and class waiver
Any dispute arising out of or related to these Terms or the Services will be resolved by final and binding arbitration administered by JAMS in Wilmington, Delaware, under the JAMS Comprehensive Arbitration Rules and Procedures, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.
Class action waiver. Each party waives any right to bring or participate in a class, collective, or representative action. The arbitrator may not consolidate claims or preside over any form of representative or class proceeding. If this waiver is held unenforceable, the entire arbitration agreement is void.
Notwithstanding the above, either party may seek injunctive or equitable relief in a court of competent jurisdiction in Wilmington, Delaware, for actual or threatened infringement of intellectual property or breach of confidentiality.
General
- Governing law. These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles.
- Entire agreement. These Terms, together with any Order, the AUP, the DPA, and the Privacy Policy, are the entire agreement between the parties and supersede prior agreements on the subject matter.
- No assignment. You may not assign these Terms without our prior written consent (other than to an affiliate or successor in connection with a merger or acquisition). We may assign these Terms freely.
- Force majeure. Neither party is liable for delays or failures to perform caused by events beyond its reasonable control.
- Notices. Legal notices to SchoolIntel must be sent to hello@schoolintel.co with a copy to our registered agent on file. Notices to you may be sent to the email associated with your account.
- Severability. If any provision is held unenforceable, the remaining provisions remain in effect.
- No waiver. Failure to enforce a provision is not a waiver of that or any other provision.
- Updates. We may update these Terms; we will give existing customers at least 30 days notice of material changes before they take effect.
Contact
SchoolIntel, Inc.
hello@schoolintel.co