SenseiEdu Terms and Conditions

1. Definitions

The following terms have the meanings set out below throughout this Agreement.

Agreement: These Terms and Conditions, together with any Order Form, the Privacy Policy, and the Data Processing Agreement (DPA).

Services: The SenseiEdu platform and all associated features, tools, applications, APIs, and support services.

School / Client: The private, independent, or international school or educational institution that has agreed to these Terms.

User: Any individual authorized by the School to access and use the Services.

School Administrator: The primary account holder designated by the School at registration, responsible for managing the School's account and receiving all official notifications from SenseiEdu.

School Data: All data, content, and information submitted to or generated within the platform by the School or its Users, including Student Data.

Student Data: Personal data relating to students entered into the platform by authorized school personnel.

Student Support Records: Records created and maintained within the platform by Users, including student support plans, progress reports, and notes.

AI Features: Optional tools powered by OpenAI, available within the platform at the User's discretion, including Chatbot assistance and AI-Assisted Section Drafting features.

AI-Generated Output: Any content produced by AI-Assisted Section Drafting features based on User inputs within the platform.

Order Form: A subscription agreement between the School and SenseiEdu specifying Services, fees, and Subscription Term.

Subscription Term: The period during which the School is authorized to access the Services, as agreed between the parties at the time of subscription.

Free Trial: A limited, non-commercial access period granted prior to a paid subscription, restricted to a maximum of two student records.

Intellectual Property: All patents, copyrights, trademarks, trade secrets, software, and proprietary rights owned or licensed by SenseiEdu.

Confidential Information: Non-public information disclosed by either party that is designated as confidential or that a reasonable person would consider confidential.

2. Acceptance and Formation of Agreement

2.1 Acceptance

These Terms are accepted by the School upon the earliest of: (a) execution of an Order Form referencing these Terms; (b) clicking "I Agree" or a similar acceptance mechanism during registration or onboarding; or (c) accessing or permitting Users to access the Services.

2.2 Authority

By registering the School's account, the User agrees to these Terms on behalf of the School.

2.3 School-Level Agreement

This Agreement is between SenseiEdu and the School as an institution. The School is responsible for ensuring all Users comply with these Terms.

2.4 Private School Context

These Terms are designed for private, independent, and international schools. The parties acknowledge that the School is generally not subject to FERPA or IDEA. Student Data protection obligations arise from applicable national or international privacy law, accreditation requirements, and the School's own policies. SenseiEdu voluntarily applies Student Data protection principles consistent with FERPA-equivalent standards as best practice.

2.5 Free Trial

Access to a Free Trial is subject to these Terms in their entirety. Use of the Free Trial constitutes acceptance of this Agreement.

SenseiEdu may offer the School a Free Trial period. During the Free Trial:

• All terms of this Agreement apply, including data protection and acceptable use obligations;
• SenseiEdu reserves the right to terminate the Free Trial at any time.

SenseiEdu may permanently delete Free Trial accounts and all associated School Data if the School does not convert to a paid subscription, or if the account has been inactive for 180 consecutive days, following 14 days' written notice to the School Administrator.

3. Description of Services

3.1 Platform Services

SenseiEdu provides a cloud-based student support platform enabling authorized Users to:

• Create and manage student support plans;
• Generate progress reports;
• Record meeting and observational notes;
• Access AI-assisted drafting tools;
• Manage user roles and access permissions;
• Access student support insights.

3.2 No IEP Services

SenseiEdu is not designed to produce or manage Individualized Education Programs (IEPs) as defined under IDEA, nor to replicate or manage any externally-created student documentation. SenseiEdu enables school staff to create new student support plans directly within the platform. Existing external documents such as IEPs, 504 Plans, or other records are not uploaded, stored, or managed within the platform.

3.3 Availability

SenseiEdu will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding scheduled maintenance and circumstances beyond SenseiEdu's reasonable control. SenseiEdu does not guarantee uninterrupted access.

3.4 Modifications to Services

SenseiEdu reserves the right to modify or update features of the Services. SenseiEdu will not materially reduce core functionality during a paid Subscription Term without providing reasonable notice and a right to terminate as set forth in Section 10.

3.5 AI-Assisted Features

Certain features use artificial intelligence to generate suggested content, including present level of performance sections, custom goals, progress notes, and goal progress summaries.

The School acknowledges that:

• AI-Generated Outputs are suggestions only and require review and approval by qualified school staff before use;
• SenseiEdu does not guarantee the accuracy, completeness, or suitability of any AI-Generated Output for any particular student;
• The School is solely responsible for professional judgment applied to AI outputs and for all decisions regarding individual students;
• AI Features are not intended to provide medical, psychological, psychiatric, diagnostic, therapeutic, legal, or clinical advice. AI-Generated Outputs are educational support drafting suggestions only;
• Identifiable Student Data is not used to train, fine-tune, or improve any AI or machine learning model.

See also Section 8 of the Privacy Policy for data handling practices applicable to AI Features.

3.6 AI Output Ownership

As between SenseiEdu and the School, the School owns all AI-Generated Outputs produced from its Users' inputs. SenseiEdu assigns to the School all rights, title, and interest in AI-Generated Outputs, subject to the non-exclusive license granted to SenseiEdu in Section 8.3 to store and process those outputs as part of providing the Services. See Section 8.2 for full terms.

3.7 Third-Party AI Services

SenseiEdu uses third-party AI service providers to deliver AI features. SenseiEdu ensures that any such provider is bound by a Data Processing Agreement that:

• Prohibits use of Student Data for model training purposes;
• Requires deletion of Student Data inputs within 30 days of processing;
• Requires encryption of all data in transit and at rest.

SenseiEdu will notify Schools of any material changes to its AI sub-processors.

SenseiEdu is not responsible for delays, interruptions, failures, or unavailability caused by third-party infrastructure, hosting, authentication, AI, telecommunications, or other service providers outside SenseiEdu's reasonable control, provided SenseiEdu uses commercially reasonable efforts to mitigate the impact on the Services.

4. Accounts, Users, and Access

4.1 School Account

The School is responsible for establishing and maintaining its account, configuring user roles and permissions, and ensuring the accuracy of account information.

4.2 User Accounts

The School is responsible for:

• Ensuring only authorized school personnel are granted User access;
• Maintaining the confidentiality of User login credentials;
• Promptly revoking access for any User who is no longer authorized;
• All actions taken by Users within the School's account.

4.3 No Student Access

Students, parents, and guardians do not have accounts on the platform and do not access the Services. All Student Data is entered and managed exclusively by authorized Users.

4.4 Account Security

The School shall promptly notify SenseiEdu at info@senseiedu.com upon becoming aware of any unauthorized access or suspected security breach.

5. Acceptable Use Policy

5.1 Permitted Use

The School and its Users may access and use the Services solely for the School's internal educational operations, consistent with the purpose of the Services and these Terms.

5.2 Prohibited Conduct

The School and its Users shall not:

• Use the Services for any unlawful purpose or in violation of applicable law;
• Enter data relating to individuals who are not enrolled students or authorized staff of the School;
• Attempt to gain unauthorized access to any part of the Services or SenseiEdu's systems;
• Reverse engineer, decompile, or attempt to derive source code of the Services;
• Copy, reproduce, or create derivative works of the Services without written authorization;
• Use automated scripts, bots, or scrapers to access or interact with the Services;
• Interfere with or disrupt the integrity or performance of the Services;
• Resell, sublicense, or commercialize the Services without SenseiEdu's prior written consent;
• Use the Services in any manner that could damage SenseiEdu's infrastructure or reputation;
• Access, use, or export Student Data for any purpose other than the School's legitimate student support activities;
• Share login credentials or permit unauthorized individuals to access the platform;
• Use the Services in violation of applicable export control, sanctions, or trade restriction laws, including by permitting access from embargoed jurisdictions or by restricted parties;
• Submit Student Data, confidential information, or legally sensitive information through chatbot assistance features except where expressly required for AI-Assisted Section Drafting functionality.

5.3 Enforcement

SenseiEdu reserves the right to suspend or terminate access where the School or any User violates this Acceptable Use Policy or any other provision of these Terms.

6. Subscription, Fees, and Payment

6.1 Subscription Model

Access to the paid Services is provided on an annual subscription basis. SenseiEdu may offer customized pricing structures based on school size, division configuration, or selected features.

6.2 Fees

All Fees are quoted in United States Dollars (USD) unless otherwise specified, are exclusive of applicable taxes, and are due and payable in accordance with the payment schedule agreed at the time of subscription.

6.3 Payment Terms

Unless otherwise agreed at the time of subscription, Fees for annual subscriptions are due in full upon commencement of the Subscription Term. SenseiEdu may offer installment payment options at its discretion.

6.4 Late Payment

If the School fails to pay Fees by the due date, SenseiEdu may:

• Suspend access after 10 business days' written notice;
• Charge interest at 1.5% per month or the maximum permitted rate;
• Recover reasonable costs of collection where permitted by law.

6.5 Fee Changes

SenseiEdu may adjust Fees for renewal terms upon no less than 60 days' written notice prior to the renewal date.

6.6 Taxes and VAT

The School is responsible for all applicable taxes, including VAT, GST, or equivalent indirect taxes, levied in the School's jurisdiction. For Schools in the European Union, the reverse charge mechanism applies where the School is VAT-registered. For Schools that are not VAT-registered, SenseiEdu will comply with applicable VAT collection and remittance obligations in accordance with local law, including EU VAT OSS rules where applicable.

7. Subscription Term, Cancellation, and Refunds

7.1 Subscription Term

The Subscription Term commences on the date agreed at the time of subscription and continues for the period specified therein (typically twelve (12) months). Upon expiration, the Subscription Term will automatically renew for successive one-year periods at SenseiEdu's then-current pricing, unless either party provides written notice of non-renewal as specified in Section 7.3. Renewal pricing is subject to the fee change notice requirements in Section 6.5.

7.2 No Refund Policy

Mandatory Statutory Rights: For Schools located in the European Union or United Kingdom, statutory rights under applicable mandatory law are not affected by this policy. For Schools in other jurisdictions, applicable mandatory local law may similarly limit the application of this no-refund policy to the extent required by law.

Subject to the above, all Fees paid for a Subscription Term are non-refundable. The School acknowledges that:

• Fees are earned upon commencement of the Subscription Term regardless of the School's level of use;
• No refund, credit, or proration will be issued for early cancellation or unused portions of a Subscription Term;
• The School's failure to use the Services during any portion of the Subscription Term does not entitle it to a refund.

SenseiEdu may, at its sole discretion, offer a pro-rata refund within 14 days of the subscription start date where a School requests cancellation due to a genuine administrative error, such as a duplicate charge or a technical failure during the subscription process.

Exception — Material Breach by SenseiEdu: If SenseiEdu materially breaches this Agreement and fails to cure such breach within 30 days of written notice from the School, the School may terminate and receive a pro-rata refund of prepaid Fees for the unused portion of the Subscription Term.

7.3 Cancellation and Non-Renewal

To cancel or prevent automatic renewal, the School must provide written notice to info@senseiedu.com no less than 30 days prior to the end of the then-current Subscription Term. The School will retain access until the end of the paid Subscription Term.

7.4 Effect of Cancellation

Upon cancellation or non-renewal:

• The School's account will enter a thirty (30) day read-only access period during which the School may export School Data in CSV or PDF format;
• Following the expiration of the thirty (30) day read-only access period, access to the Services will be permanently disabled;
• Following the expiration of the thirty (30) day read-only access period, SenseiEdu will delete School Data in accordance with the DPA;
• All provisions that by their nature survive termination shall continue in force.

8. School Data, Intellectual Property, and Ownership

8.1 School Data Ownership

The School retains all right, title, and interest in School Data, including Student Data and Student Support Records. Nothing in this Agreement transfers ownership of School Data to SenseiEdu.

8.2 AI-Generated Output Ownership

As between SenseiEdu and the School, the School owns all AI-Generated Outputs produced from its Users' inputs. SenseiEdu assigns all rights in AI-Generated Outputs to the School, subject to the license in Section 8.3. The School is responsible for reviewing, verifying, and taking professional responsibility for all AI-Generated Outputs before applying them to student records.

8.3 License to SenseiEdu

The School grants SenseiEdu a limited, non-exclusive license to access, store, process, and use School Data and AI-Generated Outputs solely to provide the Services. This license terminates upon deletion of School Data.

8.4 SenseiEdu Intellectual Property

SenseiEdu retains all right, title, and interest in the Services, platform, underlying software, algorithms, AI models, interfaces, documentation, and all Intellectual Property embodied therein. Nothing grants the School ownership rights in the Services or SenseiEdu's Intellectual Property.

8.5 Aggregated and Anonymized Data

SenseiEdu may use aggregated, de-identified, anonymized data derived from use of the Services — which cannot identify the School, any User, or any student — for improving the Services, developing new features, and generating platform analytics.

8.6 Feedback

If the School provides Feedback to SenseiEdu, the School grants SenseiEdu a perpetual, irrevocable, royalty-free license to incorporate such Feedback into the Services.

8.7 School Data Responsibility

The School is solely responsible for the accuracy, legality, and appropriateness of all School Data entered into the platform, including compliance with applicable privacy law, accreditation requirements, and its own data governance policies.

9. Confidentiality

9.1 Obligations

Each party agrees to hold the other's Confidential Information in strict confidence, not disclose it to third parties without prior written consent, and use it only for performing obligations under this Agreement.

9.2 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was independently developed without reference to Confidential Information; (c) was rightfully known before disclosure; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt notice and cooperates in seeking a protective order.

9.3 Survival

Confidentiality obligations survive termination for three (3) years, except for trade secrets which are protected for as long as they remain trade secrets under applicable law.

10. Term and Termination

10.1 Term

This Agreement commences on the Effective Date and continues until terminated or until expiration of all active Subscription Terms.

10.2 Termination for Cause

Either party may terminate immediately upon written notice if the other party:

• Materially breaches this Agreement and fails to cure within 30 days of written notice;
• Becomes insolvent or subject to bankruptcy proceedings;
• Ceases to conduct business in the ordinary course.

10.3 Termination by SenseiEdu

SenseiEdu may suspend or terminate access to the Services immediately upon written notice if the School: (a) violates the Acceptable Use Policy; (b) poses a material security risk to the platform or other users; or (c) is required to be suspended or terminated by applicable law.

10.4 Effect of Termination

Upon termination: all licenses terminate immediately; the School ceases use of the Services; each party returns or destroys the other's Confidential Information upon request; SenseiEdu deletes School Data per the DPA; and accrued payment obligations survive.

10.5 Survival

Sections 1, 8, 9, 11, 12, 13, 14, and any provisions intended to survive, shall survive termination or expiration.

11. Representations and Warranties

11.1 Mutual Representations

Each party represents that it is duly organized, has full authority to enter this Agreement, and that this Agreement constitutes a valid and binding obligation.

11.2 SenseiEdu Warranties

SenseiEdu warrants that the Services will perform materially in accordance with documentation, that appropriate security measures will be maintained, and that School Data will be processed only in accordance with this Agreement and applicable law.

11.3 School Warranties

The School warrants that:

• It has legal authority to enter this Agreement on behalf of the institution;
• It has obtained all necessary consents and has a lawful basis for entering Student Data into the platform;
• Its use of the Services complies with applicable privacy law, accreditation requirements, and its own policies;
• All information provided to SenseiEdu is accurate and complete;
• Where School Data includes special categories of Personal Data under applicable law, including data relating to learning differences, disabilities, behavioral profiles, or health information, the School warrants that it has established a valid legal basis for such processing, including where applicable a lawful basis under Article 9(2) GDPR;
• Where Student Data entered into the platform includes information relating to children under the age of 13, the School warrants that it has obtained verifiable parental consent as required under COPPA (15 U.S.C. § 6501 et seq.) and any applicable equivalent law prior to entering such data into the platform.

11.4 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." SENSEIEDU DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SENSEIEDU DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

12. Limitation of Liability

12.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SENSEIEDU'S TOTAL LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY THE SCHOOL IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.3 Exceptions

Limitations do not apply to: indemnification obligations, except as otherwise expressly stated in the DPA; breach of confidentiality; liability from gross negligence, fraud, or willful misconduct; or liability that cannot be limited under applicable law.

12.4 EU / UK Mandatory Rights

For Schools in the European Union or United Kingdom, nothing in this Section limits any rights that cannot be excluded or limited under applicable mandatory consumer or data protection law, including rights under the GDPR or UK GDPR. For Schools in other jurisdictions, applicable mandatory local law may similarly limit SenseiEdu's ability to exclude certain liabilities.

13. Indemnification

13.1 SenseiEdu Indemnification

SenseiEdu shall defend and indemnify the School from third-party claims arising from: (a) SenseiEdu's infringement of a third party's intellectual property rights through the Services; or (b) SenseiEdu's gross negligence or willful misconduct.

13.2 School Indemnification

The School shall defend and indemnify SenseiEdu from third-party claims arising from: (a) the School's use of the Services in violation of this Agreement or applicable law; (b) School Data, including claims that School Data infringes third-party rights; or (c) the School's failure to obtain required consents under applicable privacy law or accreditation requirements.

13.3 Procedure

The indemnified party shall promptly notify the indemnifying party, grant sole control of defense, and provide reasonable cooperation. The indemnifying party shall not settle any claim imposing obligations on the indemnified party without prior written consent.

14. Governing Law, Jurisdiction, and Dispute Resolution

14.1 Governing Law

This Agreement shall be governed by the laws of the State of Delaware, United States, without regard to conflict of law principles, except where mandatory provisions of applicable law require otherwise.

14.2 Informal Resolution

Before initiating formal proceedings, the parties agree to attempt in good faith to resolve any dispute through informal negotiation for a period of 30 days following written notice.

14.3 Binding Arbitration

If informal resolution fails, any dispute, claim, or controversy arising out of or relating to this Agreement shall be finally resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Delaware, United States, and shall be conducted in English. The arbitration may be conducted remotely by video conference or other electronic means where permitted by the applicable arbitration rules or by mutual agreement of the parties.

THE PARTIES WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS ACTION PROCEEDINGS.

14.4 Exceptions to Arbitration

The following are not subject to arbitration and may be brought in any court of competent jurisdiction: (a) claims to enforce or protect intellectual property rights; (b) claims for injunctive or other equitable relief to prevent irreparable harm; (c) small claims court matters within applicable jurisdictional limits.

14.5 EU and UK Schools

For Schools located in the European Union or United Kingdom, the choice of Delaware law and arbitration does not deprive the School of protections afforded by mandatory provisions of EU or UK law, including consumer protection rights and GDPR rights. Where mandatory local law requires disputes to be resolved in local courts, those requirements apply to that extent.

14.6 International Schools — Other Jurisdictions

For Schools in Japan, China, the Middle East, Canada and other jurisdictions, applicable mandatory local laws may supplement or modify the dispute resolution provisions above where required by law.

15. Amendments and Updates to These Terms

15.1 Material Changes

For material changes — including changes affecting the School's rights, fees, or scope of Services — SenseiEdu will:

• Provide written notice to the School's primary account email no less than 30 days prior to the effective date;
• Post the updated Terms on SenseiEdu's website with a revised "Last Updated" date.

15.2 Non-Material Changes

For non-material changes such as clarifications or formatting updates, SenseiEdu will update the Terms on its website. Continued use constitutes acceptance.

15.3 Right to Terminate on Material Change

If the School objects to a material change and provides written notice within 30 days of notification, the School may terminate at the end of the then-current Subscription Term without penalty.

15.4 Order Form Amendments

Changes to the agreed scope of Services or pricing outside the renewal process require written agreement by both parties, which may be provided by email confirmation or electronic acknowledgment.

16. Data Protection and Privacy

16.1 Data Processing Agreement

Processing of Personal Data and Student Data is governed by SenseiEdu's Data Processing Agreement (DPA), incorporated into this Agreement by reference and accepted upon the School's access to or use of the Services.

16.2 Privacy Policy

SenseiEdu's Privacy Policy, available at senseiedu.com, is incorporated into this Agreement by reference.

16.3 COPPA

Where Student Data includes information about children under 13, the School is responsible for complying with COPPA and any equivalent local law, and for obtaining required parental consents prior to entering such data.

17. General Provisions

17.1 Entire Agreement

This Agreement, together with any Order Form, the Privacy Policy, and the DPA, constitutes the entire agreement between the parties and supersedes all prior agreements.

17.2 Order of Precedence

In the event of conflict: (1) applicable mandatory law; (2) SCCs/IDTA where applicable; (3) DPA; (4) Order Form; (5) these Terms and Conditions; (6) Privacy Policy.

17.3 Severability

If any provision is found invalid or unenforceable, it shall be modified to the minimum extent necessary and remaining provisions shall continue in force.

17.4 Waiver

No failure to exercise any right constitutes a waiver. No waiver is effective unless in writing and signed.

17.5 Assignment

The School may not assign this Agreement without SenseiEdu's prior written consent. SenseiEdu may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, financing, or sale of all or substantially all of its assets, provided the assignee assumes SenseiEdu's obligations under this Agreement in writing. The School will be notified of any such assignment.

17.6 Force Majeure

Neither party shall be liable for failure or delay in performing obligations, other than payment obligations, due to causes beyond reasonable control, including natural disasters, pandemic, war, government action, or internet infrastructure failures. The affected party shall provide prompt notice and use commercially reasonable efforts to resume performance.

17.7 Notices

All legal notices shall be in writing delivered by email with confirmation or by internationally recognized courier. Notices to SenseiEdu: info@senseiedu.com.

17.8 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

17.9 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties. Nothing creates rights in any third party, including students, parents or guardians.

17.10 Language

This Agreement is drafted in English. In the event of conflict between an English version and any translation, the English version prevails, except where required otherwise by applicable mandatory law.

17.11 Electronic Signatures

Electronic signatures, including click-to-accept mechanisms and signatures via DocuSign or equivalent platforms, are valid and binding and have the same legal effect as handwritten signatures.

17.12 Accessibility

SenseiEdu is committed to making the Services accessible. Schools with specific accessibility requirements should contact info@senseiedu.com.