1. Agreement and precedence
These Terms govern the public website at academytempo.com and the AcademyTempo hosted service, including any pilot, trial, or paid workspace (together, the “Service”). By accessing the Service, creating or accepting an account, or signing an order form that references these Terms, you accept them. If you accept on behalf of an organization, you represent that you have authority to bind it, and “you” means that organization.
If we sign an order form, statement of work, or master agreement with you, that document controls over these Terms to the extent of any conflict. The Data Processing Addendum and Privacy Notice are part of these Terms.
The Service is for organizations and adults acting for an organization. You must be at least 18 years old and may not use the Service if you are barred from doing so under applicable law.
2. The Service and what it is not
AcademyTempo helps academy staff run schedules, attendance, teacher follow-up, guardian updates, enrollment, and administrative approvals. Some features use artificial intelligence to interpret requests, draft content, classify, or summarize (“AI Features”). Deterministic rules decide schedule validity, authorization, roles, and persistent record changes; AI Features cannot bypass them. Consequential changes, guardian-facing content, sensitive feedback, and learning records require approval by an authorized person in your organization.
AI output can be incomplete, inaccurate, out of date, or unsuitable. It is assistance for your staff, not a record, a recommendation, or professional advice of any kind, including legal, educational, medical, or financial advice. You are responsible for reviewing AI output before relying on it or acting on it, and for every approval your users give.
The Service does not provide compliance with any education, privacy, employment, tax, or consumer law. You decide whether the Service is suitable for your obligations and you remain responsible for meeting them.
We may change, add, or retire features. We will not materially reduce the core functionality of a paid subscription during its term without notice.
3. Accounts, roles, and security
You are responsible for everyone who uses the Service through your workspace (“Users”), for keeping credentials confidential, for assigning roles correctly, and for removing access when a person leaves. You must tell us promptly at usajaysim@gmail.com if you suspect unauthorized access. Actions taken through your accounts are treated as your actions unless caused by our breach of these Terms.
Sign-in may be provided through a third-party identity provider (for example Google). Your use of that provider is subject to its terms.
4. Customer Data and your responsibilities
“Customer Data” means all data you or your Users submit to the Service, including records about students, guardians, teachers, lessons, attendance, learning, finances, messages, and recordings. You own Customer Data. You grant us a non-exclusive, worldwide license to host, process, transmit, display, and back up Customer Data solely to provide, secure, support, and improve the Service for you and as permitted by the Data Processing Addendum. We do not sell Customer Data and we do not use it to train artificial-intelligence models.
You represent and warrant that you have, and will maintain, all rights, authority, notices, and consents required to collect Customer Data and to have us process it as described in these Terms and the Data Processing Addendum. This includes, where applicable:
- notices and consents required for information about students and other minors, including consent from parents or guardians where law requires it, under laws such as the Children’s Online Privacy Protection Act, the Family Educational Rights and Privacy Act, state student-privacy laws, the Personal Information Protection and Electronic Documents Act, Quebec’s Act respecting the protection of personal information in the private sector, and any other applicable law;
- consent from every participant before recording or transcribing any lesson, meeting, or call, in accordance with all-party consent laws where they apply; and
- compliance with anti-spam, telemarketing, and electronic-messaging laws, including Canada’s Anti-Spam Legislation and the Telephone Consumer Protection Act, for every email or text message you approve for delivery through the Service.
You are the controller (or an equivalent role under applicable law) of Customer Data and we act as your processor or service provider. You must not submit payment card numbers, government identifiers, health information beyond what a field is designed to hold, or other sensitive data into free-text fields, and you must not submit data you are not entitled to share.
5. Acceptable use
You must not, and must not allow anyone to: use the Service in violation of law or these Terms; upload malicious code; interfere with, probe, or disrupt the Service or its security controls without our written authorization; access another customer’s data; resell or provide the Service to third parties except your own Users; reverse engineer the Service except where law forbids this restriction; use the Service to send unsolicited commercial messages; use AI Features to generate content that is unlawful, defamatory, discriminatory, or harmful to a child; or use the Service to make decisions that produce legal or similarly significant effects on a person without meaningful human review.
We may investigate suspected violations and may suspend or limit access as described in Section 12.
6. Third-party services and integrations
The Service can connect to third-party services you choose to enable, such as Google Workspace (Calendar, Gmail, Drive, Meet), Stripe, and SMS carriers. Your use of a third-party service is governed by that provider’s terms and privacy practices, and you authorize us to exchange data with it as needed to perform the integration you enabled. We are not responsible for third-party services, their availability, or changes they make. An integration outcome that a provider has not confirmed is shown as pending or failed and is not a confirmed result.
7. Fees, billing, and taxes
Pilot and paid plans, prices, seat allowances, usage allowances, and billing periods are stated on the website or in your order form. Fees are payable in advance through our billing provider unless the order form says otherwise, are stated exclusive of taxes, and are non-refundable except where these Terms or applicable law provide otherwise. You are responsible for applicable taxes other than taxes on our income. We may change prices with at least 30 days’ notice; the change applies at your next renewal. If an undisputed amount is more than 15 days overdue, we may suspend the Service after notice until it is paid.
Free, trial, and pilot access may be limited in features, capacity, or duration, and may be ended by either party at any time.
8. Intellectual property and feedback
We and our licensors own the Service, including software, models we configure, designs, documentation, and all improvements. These Terms grant you a limited, non-exclusive, non-transferable right to use the Service during your subscription in accordance with these Terms. No other rights are granted.
If you give us suggestions or feedback, we may use them without restriction or compensation, provided they do not identify a student or guardian. We may collect and use aggregated or de-identified usage data that does not identify you, a User, a student, or a guardian to operate and improve the Service.
9. Confidentiality
Each party will protect the other’s non-public information with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and contractors who need it and are bound by confidentiality. Customer Data is your confidential information. This obligation does not apply to information that is public through no fault of the recipient, already known to it, independently developed, or required to be disclosed by law after reasonable notice where permitted.
10. Warranties and disclaimers
We warrant that we will provide the Service with reasonable skill and care and will not materially reduce its security commitments in the Data Processing Addendum during your subscription. Your exclusive remedy for breach of this warranty is for us to correct the non-conforming Service or, if we cannot, to refund prepaid fees for the affected period.
EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE, AI FEATURES, AND ALL CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. WE DO NOT WARRANT THAT AI OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE, OR THAT USE OF THE SERVICE WILL SATISFY ANY LEGAL OR REGULATORY REQUIREMENT.
11. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID US FOR THE SERVICE IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) CAD $100. THIS CAP APPLIES TO FREE, TRIAL, AND PILOT USE.
These limitations do not apply to a party’s indemnification obligations, a party’s breach of Section 9 (Confidentiality), your payment obligations, your breach of Section 4 or Section 5, or liability that cannot be limited under applicable law, including for fraud, gross negligence, or willful misconduct. Some jurisdictions do not allow certain limitations; in those jurisdictions our liability is limited to the fullest extent permitted.
12. Indemnification
You will defend, indemnify, and hold harmless AcademyTempo and its officers, directors, employees, and contractors from and against all claims, damages, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) Customer Data, including any claim that we lacked the rights, notices, or consents needed to process it; (b) your or your Users’ use of the Service in breach of these Terms or applicable law, including student-privacy, recording-consent, anti-spam, and employment laws; (c) content you approve for delivery to guardians, students, staff, or any third party; or (d) your decisions and actions taken in reliance on the Service or AI output.
We will defend and indemnify you against third-party claims that the Service, as provided by us and used in accordance with these Terms, infringes a Canadian or United States patent, copyright, or trademark, or misappropriates a trade secret. We may modify or replace the Service to make it non-infringing or, if we cannot, terminate the affected Service and refund prepaid unused fees. This is your exclusive remedy for infringement claims. It excludes claims arising from Customer Data, third-party services, combinations with items we did not provide, or use after we told you to stop.
The indemnified party must give prompt notice, reasonable cooperation, and sole control of the defense and settlement to the indemnifying party, except that no settlement may impose obligations on the indemnified party without its consent.
13. Suspension, term, and termination
We may suspend access immediately if we reasonably believe there is a security risk, unlawful use, a threat to a child or another person, a breach of Section 4 or 5, or non-payment, and we will restore access once the issue is resolved. Either party may terminate these Terms for material breach if the breach is not cured within 30 days of written notice. You may stop using the Service at any time; fees already paid are not refunded except as stated in these Terms.
For 30 days after termination you may export Customer Data through the Service or by request. After that period we delete Customer Data from live systems, and backup copies expire on a rolling schedule within 90 days, except where we must retain data to comply with law or resolve a dispute. Sections 4, 8 through 12, 14, and 15 survive termination.
14. Governing law and dispute resolution
These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Any dispute arising out of or relating to these Terms or the Service that the parties cannot resolve within 30 days of written notice will be finally resolved by binding arbitration administered by the ADR Institute of Canada under its Arbitration Rules, by a single arbitrator, seated in Toronto, Ontario, Canada, conducted in English. Judgment on the award may be entered in any court with jurisdiction. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property, confidential information, or Customer Data, and either party may bring an individual claim in a small-claims court with jurisdiction.
TO THE EXTENT PERMITTED BY LAW, DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS. NEITHER PARTY WILL BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION, AND THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF DIFFERENT PARTIES. If this waiver is found unenforceable for a particular claim, that claim will proceed in the courts of Ontario and the parties consent to that jurisdiction.
15. General
Notices. Legal notices to us must be sent by email to usajaysim@gmail.com and are effective when received. Notices to you may be sent to the email address on your account or posted in the Service.
Changes. We may update these Terms. We will post the new version with a new effective date and, for material changes affecting a paid subscription, give at least 30 days’ notice by email or in the Service. Continued use after the effective date is acceptance. If you object to a material change, you may terminate and receive a pro-rated refund of prepaid fees for the remaining term.
Export and sanctions. You must comply with Canadian and United States export-control and sanctions laws and may not use the Service if you are on a restricted-party list.
Assignment. You may not assign these Terms without our written consent, except to a successor in a merger or sale of substantially all assets that agrees in writing to be bound. We may assign these Terms to an affiliate or successor.
Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.
Entire agreement; severability; waiver. These Terms, the order form, the Data Processing Addendum, and the Privacy Notice are the entire agreement on their subject and replace prior agreements. If a provision is unenforceable, it is modified to the minimum extent necessary and the rest remains in effect. A failure to enforce a provision is not a waiver.
Relationship and beneficiaries. The parties are independent contractors. There are no third-party beneficiaries, and students and guardians are not parties to these Terms.
Language. These Terms are drafted in English. The parties confirm their express wish that these Terms and all related documents be drawn up in English. Les parties confirment leur volonté expresse que la présente convention et tous les documents qui s’y rattachent soient rédigés en anglais.