Master Services Agreement & Terms of Service

Agreement to terms

PLEASE READ THIS MASTER SERVICES AGREEMENT AND TERMS OF SERVICE (“AGREEMENT”) CAREFULLY BEFORE ACCESSING OR USING THE CLASSQUIP PLATFORM.

THIS AGREEMENT CONSTITUTES A BINDING LEGAL CONTRACT BETWEEN CLASSQUIP INC., A DELAWARE CORPORATION (“CLASSQUIP,” “WE,” “US,” OR “OUR”), AND THE LOCAL EDUCATIONAL AGENCY, SCHOOL DISTRICT, VIRTUAL CHARTER SCHOOL, PRIVATE SCHOOL, OR INDIVIDUAL INSTITUTIONAL USER (“CUSTOMER,” “DISTRICT,” OR “YOU”) ACCESSING OR USING OUR SERVICES.

BY EXECUTING AN ORDER FORM, CREATING AN ACCOUNT, OR ACCESSING THE SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AN AUTHORIZED SCHOOL OFFICIAL OR REPRESENTATIVE WITH THE LEGAL AUTHORITY TO BIND THE CUSTOMER TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES.

1. Services & account authorization

1.1 Scope of service — ClassQuip provides a browser-native virtual classroom platform, custom WebRTC video/audio streaming infrastructure, automated attendance and time-in-room compliance logging, AI-assisted instructional tools, and administrative portals (collectively, the “Services”).

1.2 Master Services Agreement (MSA) — This Agreement serves as the Master Services Agreement governing all Customer accounts, pilot programs, individual teacher tier subscriptions (“Teacher Pro”), and enterprise district deployments. If Customer executes a separate written Order Form or Addendum with ClassQuip, the terms of such Order Form shall control to the extent of any direct conflict with this Agreement.

1.3 Authorized school officials — Access to the Services is intended solely for Educational Institutions and their designated administrators, educators, and rostered students. Customer represents and warrants that all accounts created under its domain or single sign-on (SSO) integration are managed by authorized school personnel acting in an official capacity.

2. Billing, fees & payment terms

2.1 Invoicing & payment methods — Annual invoicing: for District-wide deployments and institutional licenses, Customer will be invoiced annually upfront unless otherwise specified on an executed Order Form. Payments are due in full within thirty (30) days of the invoice date. Credit card payments: subscriptions for Teacher Pro, pilots, or self-serve tiers are billed in advance via credit card or online payment processor. Customer authorizes ClassQuip to automatically charge the payment method on file for recurring subscription cycles.

2.2 Late payments & account suspension — If any invoiced amount remains unpaid thirty (30) days past its due date, ClassQuip will provide written notice of delinquency. Customer is granted a thirty (30) day grace period from the date of written delinquency notice to cure the overdue balance. If the invoice remains unpaid at the expiration of the thirty (30) day grace period (totaling 60 days from original invoice date), ClassQuip reserves the right to suspend Customer’s access to the Services until all outstanding balances are settled.

2.3 Renewals & fee adjustments — Annual subscriptions will automatically renew for successive twelve (12) month terms unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term. Account owners will work directly with ClassQuip’s sales and customer success team regarding any adjustments to student seat counts or licensing fees prior to renewal.

3. Acceptable use & proprietary rights

3.1 Use restrictions & reverse engineering — Customer and its authorized users shall use the Services strictly for lawful educational purposes. Customer shall not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying algorithms, WebRTC media engine mechanics, or proprietary AI PII-scrambling protocols of the Services; modify, translate, copy, or create derivative works based on any portion of the ClassQuip platform; rent, lease, resell, distribute, or sublicense the Services to any unauthorized third party; or attempt to probe, scan, or bypass security protocols, rate limits, or access restrictions implemented on the Services.

3.2 Live monitoring & session recording responsibility — Session recording & monitoring: the Services permit authorized teachers and district administrators to record virtual classroom sessions and enable real-time monitoring/observation tools for administrative or auditing purposes. Consent obligations: Customer acknowledges and agrees that state and federal laws (including multi-party consent wiretapping laws) vary regarding the recording and live monitoring of audio and video communications. ClassQuip bears no responsibility or liability for Customer’s failure to obtain required consents, post required notices, or comply with applicable state and local laws prior to initiating room recordings or live session monitoring. Customer assumes sole responsibility for informing all participants (including students, parents, and guest speakers) when a session is being recorded or monitored.

4. Service availability & SLA

4.1 Uptime commitment — ClassQuip will use commercially reasonable efforts to ensure the core virtual classroom platform and WebRTC streaming infrastructure attain a Service Availability of at least 99.5% during each calendar month (“SLA Target”), excluding Scheduled Maintenance.

4.2 Maintenance exclusions — Scheduled Maintenance windows (including system updates, database optimizations, and core infrastructure maintenance) will occur during off-peak hours (typically weekends or between 11:00 PM and 4:00 AM Eastern Time). ClassQuip will provide advance notice to Customer administrators for any planned maintenance exceeding thirty (30) minutes.

5. Intellectual property & data ownership

5.1 Customer data ownership — Customer retains all right, title, and interest in and to all Student Data, course content, educational materials, and roster information uploaded or transmitted through the Services. Nothing in this Agreement grants ClassQuip any ownership interest in Customer’s intellectual property or Student Data.

5.2 ClassQuip intellectual property — ClassQuip retains all right, title, and interest (including all patent, copyright, trade secret, and trademark rights) in and to the Services, custom WebRTC engine, PII-stripping algorithms, AI prompt tools, software designs, user interface elements, and documentation.

6. Limitation of liability & indemnification

6.1 Cap on liability — TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CLASSQUIP, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THIS AGREEMENT. CLASSQUIP’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO CLASSQUIP UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

6.2 Customer indemnification — To the extent permitted by applicable state law governing public educational institutions, Customer agrees to defend, indemnify, and hold harmless ClassQuip and its officers, directors, and employees from and against any third-party claims, liabilities, damages, losses, or expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) Customer’s breach of Section 3.2 (Consent Obligations for Recording/Monitoring); (b) Customer’s violation of applicable laws or third-party rights; or (c) unauthorized access to the Services resulting from Customer’s compromised credentials.

7. Dispute resolution & binding arbitration

7.1 Governing law — This Agreement and any dispute arising out of or related hereto shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule.

7.2 Binding arbitration — PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. Except for claims seeking emergency injunctive or equitable relief, any controversy, claim, or dispute arising out of or relating to this Agreement, including the breach, termination, enforcement, interpretation, or validity thereof, shall be determined by final and binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. Arbitration location: the arbitration shall take place virtually or in Wilmington, Delaware, unless both parties mutually agree upon an alternate location. Arbitrator authority: the decision of the single neutral arbitrator shall be final, binding, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. Waiver of jury trial: the parties explicitly waive their respective rights to a jury trial for any arbitrable dispute arising under this Agreement.

8. General terms

8.1 Entire agreement — This Agreement, together with the Privacy Policy and any executed Order Forms, constitutes the entire agreement between ClassQuip and Customer regarding the subject matter herein and supersedes all prior or contemporaneous agreements, proposals, communications, or understandings, whether written or oral.

8.2 Severability — If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permissible, and the remaining provisions of this Agreement shall remain in full force and effect.

8.3 Contact information — Questions regarding this Master Services Agreement or ClassQuip billing should be directed to: ClassQuip Inc., Attention: Legal & Contracts Department. Email: privacy@classquip.com. Website: classquip.com.