SaaS Terms of Service
Last Revised: June 19, 2020
These Terms of Service (“Terms”) form a legal agreement between you and TutorOcean Inc., a corporation incorporated under the laws of the province of Ontario, Canada, with its principal place of business at 535 Legget Dr, Suite 100, Kanata, ON, K2K 3B8, Canada (“TutorOcean”). TutorOcean is both a marketplace platform and a software-as-a-service (“SaaS”) company. TutorOcean’s SaaS platform offers its users the ability to easily connect with the resources they need for modern educational learning.
TutorOcean SaaS customers may choose to leverage TutorOcean’s marketplace platform for outsourced tutor recruitment and services. For TutorOcean marketplace Terms of Service please go to: https://corp.tutorocean.com/legal/marketplace-terms-of-service
Please read these Terms and our Privacy Statement carefully because they govern your access to and use of the Service. The terms of our Data Processing Addendum may also apply to your use of the Service. The Privacy Statement and Data Processing Addendum are incorporated into these Terms by reference.
YOU ACKNOWLEDGE AND AGREE THAT BY ACCEPTING THESE TERMS, OR ACCESSING OR USING THE SERVICE, YOU WILL BE BOUND BY THESE TERMS. If you are agreeing to these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity.
TutorOcean reserves the right, at its sole discretion, to modify, discontinue or terminate the Service or to modify these Terms, at any time. These Terms can be viewed any time at https://corp.tutorocean.com/legal/saas-terms-of-service. If we modify these Terms, we will post them on our website and update the Last Revised date. By continuing to access or use the Service after we have modified the Terms, you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, you agree to immediately stop using the Service.
1.1 “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity;
1.2 “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure;
1.3 “Plan” means the level of TutorOcean service, resources and support for which you have subscribed and which are set out under your Plans within the Service;
1.4 “Renewal Term” means the renewal subscription term for a Service commencing after the Initial Subscription Term or another Renewal Term as specified in your Plan.
1.5 “Initial Subscription Term“ means the initial subscription term for a Service as specified in an Order Form that becomes your Plan.
1.6 “Service” means any of TutorOcean’s SaaS offerings or services, including its mobile application (“App”);
1.7 “Support” means any assistance that TutorOcean offers related to its Service;
1.8 “User” means your employee, student, professor, administrator, teacher, trainer, coach, independent contractor, consultant or agent that is identified and authorized by you to use the Service;
1.9 “Host” means an individual who has the right to host meetings and classrooms. A Host subscription may not be shared or used by anyone other than the individual assigned to be a Host;
1.10 “Classroom” means a TutorOcean video meeting with a host and users;
1.11 “Classroom Collaboration Tools” means the various video conferencing, web conferencing, webinar, screen sharing, document, chat and other collaborative services offered by TutorOcean that may be included in a Plan;
1.12 “Content” means anything that Users add, upload, share, post and distribute in the Service;
1.13 “Documentation” means the TutorOcean website and any additional descriptions of the Services which may be incorporated into this agreement; and,
1.14 “Your Data” any data or information that you push, pull or store into the Service for the purpose of managing or using the Service for your business.
2. Rights and Restrictions:
2.1 Subject to these Terms, you are granted a non-exclusive, non-transferable (except as permitted by TutorOcean or Section 10.5) license: (i) for the number of admins, number of hosts, number of students, number of classrooms and any other features set out in the applicable Plan to use the Service for your business purposes; and, if applicable, (ii) to download, install, access and use the App on your mobile device. Only one User can access the Service through a specific user ID and password at a time. Your use of the Service is subject to additional terms and conditions: (i) set out in the applicable Plan, including the duration of the term of your subscription; (ii) required by the distributor from whom you downloaded the App (e.g. Apple App Store, Google Play, etc.); and, (iii) from our third party integration partners. Some of these third party integration providers have terms and conditions, by making use of the integrations offered by TutorOcean, you acknowledge and agree that your use of the Service may be subject to terms and conditions of those third party providers. For example:
2.1.2 If you connect to any Ellucian services within the Service, you agree to the terms of service and conditions of Ellucian General Terms.
2.2 You may not: (i) copy, adapt, change, alter or otherwise modify or create derivative works based on the Service; (ii) decompile, disassemble, or otherwise reverse engineer the Service; (iii) sell, rent, lease, provide, disclose, sublicense, distribute, repackage, transfer, or assign the Service in whole or in part except as permitted by TutorOcean or Section 10.5; (iv) use the Service to provide hosting, outsourcing or subscription service; or, (v) use the Service to access, transmit, receive or store any information for which you either do not have the right or permission to access, transmit, receive or store or which is derogatory, defamatory, obscene or offensive.
2.3 Use of the Services requires one or more compatible devices, Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of the Services involves hardware, software, and Internet access, Your ability to access and use the Services may be affected by the performance of these factors. High speed Internet access is recommended as well as updating your internet browser to the latest version for both compatibility and security. You acknowledge and agree that such system requirements, which may be changed from time to time, are Your responsibility.
2.4 You may be required to provide information about Yourself in order to register for and/or use certain Services. You agree that any such information shall be accurate. You may also be asked to choose a user name and password. You are entirely responsible for maintaining the security of Your user name and password and agree not to disclose such to any third party. TutorOcean will not be responsible for errors and omissions (E&O) for any user of our system. As a user, you acknowledge that TutorOcean will not have liability for any damages to you or to any third parties due to data breaches.
2.5 You agree that You are solely responsible for the Content sent or transmitted by You or displayed or uploaded by You in using the Services and for compliance with all Laws pertaining to the Content, including, but not limited to, Laws requiring You to obtain the consent of a third party to use the Content and to provide appropriate notices of third party rights. You represent and warrant that You have the right to upload the Content to TutorOcean and that such use does not violate or infringe on any rights of any third party. Under no circumstances will TutorOcean be liable in any way for any (a) Content that is transmitted or viewed while using the Services, (b) errors or omissions in the Content, or (c) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to Content. Although TutorOcean is not responsible for any Content, TutorOcean may delete any Content, at any time without notice to You, if TutorOcean becomes aware that it violates any provision of this Agreement, or any law. You retain copyright and any other rights You already hold in Content which You submit, post or display on or through, the Services.
2.6 You are responsible for compliance with all recording laws. The host can choose to record TutorOcean Classroom meetings, video conferencing and webinars. By using the Services, you are giving TutorOcean consent to store recordings for any or all TutorOcean Classroom meetings, video conferencing or webinars that you join, if such recordings are stored in our systems. You will receive a notification (visual or otherwise) when recording is enabled. If you do not consent to being recorded, you can choose to leave the Classroom meeting, video conferencing or webinar
2.8 You are responsible for the activities of all End Users who access or use the Services through your account and you agree to ensure that any such End User will comply with the terms of this Agreement and any TutorOcean policies. TutorOcean assumes no responsibility or liability for violations. If You become aware of any violation of this Agreement in connection with use of the Services by any person, please contact TutorOcean at email@example.com. TutorOcean may investigate any complaints and violations that come to its attention and may take any (or no) action that it believes is appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts and/or User profiles. Under no circumstances will TutorOcean be liable in any way for any data or other content viewed while using the Services, including, but not limited to, any errors or omissions in any such data or content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or content.
2.9 TutorOcean may, from time to time, offer access to Beta Services that are classified as a Beta version. Access to and use of Beta versions may be subject to additional agreements. TutorOcean makes no representations that a Beta version will ever be made generally available and reserves the right to discontinue or modify a Beta version at any time without notice. Beta versions are provided AS IS, may contain bugs, errors or other defects, and Your use of a Beta version is at Your sole risk.
3.0 You affirm that You are at least 16 years of age and are otherwise fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement. Your access may be terminated without warning if we believe that You are under the age of 16 or are otherwise ineligible.
3.1 The Services are intended for business use. You may choose to use the Services for other purposes, subject to the terms and limitations of this Agreement. TutorOcean is not intended for use by individuals under the age of 16, unless it is through a School Subscriber (as that term is defined in Exhibit A) using TutorOcean for Education (K-12). Individuals under the age of 16 may not create accounts or use the Services except as described herein.
3.2 You will take appropriate steps, both before and while using the Service, to copy or backup and protect Your Data in case it is lost, altered or destroyed by using the Service. You will be responsible for replacement, repair or recreation of Your Data in the event of a hardware, software, or Service failure. TutorOcean will not, under any circumstances, be responsible for any of these types of losses or damages.
3.3 TutorOcean does not restrict or monitor Your Data. You represent and warrant that you have all the rights and permissions necessary to use Your Data in conjunction with the Service. The Service permits you to share Your Data and you acknowledge and agree that you are responsible for ensuring that you have all the rights and permissions to share Your Data should you choose to do so using the Service.
3.4 Your Data belongs to you. You grant TutorOcean a non-exclusive, royalty-free, worldwide sublicensable right and license to access and use Your Data in order to provide the Service as contemplated by these Terms, as well as to send you personalized suggestions based on Your Data. TutorOcean will use Your Data to not only provide the Service as it exists today, but also to allow TutorOcean to provide you with innovative features and services that it may develop in the future. TutorOcean collects this information directly, but it also uses third party software for this purpose as further described in its Privacy Statement.
3.5 You agree that TutorOcean: (i) may create aggregate and/or de-identified information from Your Data (“Aggregate Data”); (ii) may offer you personalized suggestions based on your Aggregate Data; (iii) may combine such aggregate and/or de-identified information with that of other Users; and, (iv) has the exclusive ownership of any Aggregate Data and the exclusive right to use Aggregate Data for any purpose as long as TutorOcean does not use or distribute any Aggregate data in a way which identifies you, your Users or Your Data.
3.6 TutorOcean compiles, analyzes and runs analytics on how Users use the Service, as well the performance of the Service itself. TutorOcean collects this information directly, but it also uses third party software for this purpose as further described in its Privacy Statement. This usage and performance data is referred to as “Usage Data”. TutorOcean uses Usage Data to build features and improve the functionality and feature set of the Service. You agree that TutorOcean: (i) may offer you personalized suggestions based on your Usage Data; (ii) may create aggregate and/or de-identified information from your Usage Data; (iii) may combine such aggregate and/or de-identified information with that of other Users; and, (iv) has the exclusive ownership of any Usage Data and the exclusive right to use Usage Data for any purpose as long as TutorOcean does not use or distribute any Usage Data in a way which identifies you, your Users or Your Data.
3.7 TutorOcean shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by you or your Users, relating to the Service.
3. Intellectual Property: Ownership in the Service, and the software powering the Service, will at all times remain with TutorOcean. TutorOcean will retain all rights, title, copyright, trade secrets, patents, trademarks, and other proprietary and intellectual property rights in the Service and the software powering the Service. You do not acquire any rights in the Service or the software powering the service, other than those specified in these Terms. You will not remove any copyright, patent, trademark, design right, trade secret or any other proprietary rights or legends from the Service, unless you are permitted to do so by subscribing to TutorOcean’s White Label brand customization feature, an add-on available as part of your Plan.
4.1 Your Confidential Information shall include Your Data; TutorOcean’s Confidential Information shall include the Service, including Usage Data and Aggregate Data; and Confidential Information of each party shall include the information about your Plan, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information shall not include any information that: (i) is publicly known or readily ascertainable by the public, through no wrongful act of Receiving Party; (ii) is received from a third party without breaching an obligation owed to the Disclosing Party; (iii) is independently developed by or for the Receiving Party; or, (iv) was in its possession prior to it being furnished to the Receiving Party by the Disclosing Party.
4.2 The Receiving Party agrees that Confidential Information of the Disclosing Party: (i) will not be used for any purpose outside the scope of these Terms; (ii) will be treated with the same degree of care as similar information of the Receiving Party is treated within the Receiving Party’s organization (but in no event less than reasonable care); (iii) will not be used for the benefit of a third party; and, (iv) will remain the property of the Disclosing Party. The Receiving Party will limit access to Confidential Information of the Disclosing Party except as otherwise authorized by the Disclosing Party in writing, to those of its and its Affiliates’ employees, officers, directors, contractors, and agents who need such access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Disclosure of Confidential Information by the Disclosing Party’s employees, officers, directors, contractors, agents or Affiliates is deemed to be the disclosure by the Disclosing Party.
4.3 The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
4.4 The obligations of the Receiving Party set forth in this section will remain in effect for a period of five (5) years following the date of first disclosure. Confidential information identified as a trade secret will be held in confidence indefinitely.
5. Disclaimer of Warranties:
5.1 TutorOcean warrants that: (i) it has validly entered into these Terms and has the legal power to do so; (ii) the Service will perform materially in accordance with the online documentation for the Service; and, (iii) the functionality of the Service will not be materially decreased during a subscription term.
6. Limitation of Damages:
6.1 IN NO EVENT WILL TutorOcean (OR ITS EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS) BE LIABLE TO YOU, OR ANY THIRD PARTY CLAIMING THROUGH YOU, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWSOEVER CAUSED (INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF PRODUCTION, LOSS OF INCOME, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, INCREASED COSTS OF OPERATION, LITIGATION COSTS, AND THE LIKE), WHETHER BASED UPON A CLAIM OR ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, IN CONNECTION WITH THE SUPPLY, USE, OR PERFORMANCE OF THE SERVICE, REGARDLESS OF WHETHER TutorOcean HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.2 TutorOcean’S AGGREGATE LIABILITY TO YOU, WHETHER FOR NEGLIGENCE, BREACH OF CONTRACT, MISREPRESENTATION, OR OTHERWISE WILL, IN RESPECT OF A SINGLE OCCURRENCE OR A SERIES OF OCCURRENCES, BE LIMITED TO DIRECT DAMAGES AND WILL IN NO CIRCUMSTANCES EXCEED, IN THE AGGREGATE, THE FEES PAID TO TutorOcean BY YOU FOR THE SERVICE IN THE YEAR PRECEDING THE CLAIM.
6.3 You agree to resolve disputes only on an individual basis, through arbitration pursuant to the provisions of Exhibit B. The parties expressly waive any right to bring any action, lawsuit, or proceeding as a class or collective action, private attorney general action, or any other proceeding in which any party acts or proposes to act in a representative capacity.
7.1 You will pay the amount agreed to as part of your Plan and any amendments made to your Plan. If you have chosen to pay the fee by recurring credit card charges or other online payment method, the fee will be charged automatically at the frequency you have selected. If you have chosen to pay by check or wire, the payment is due upon receipt of the invoice and shall be received by TutorOcean within 30 days to avoid restrictions being placed on the account.
7.2 All fees set out in your Plan are exclusive of all taxes, levies, or duties imposed by taxing authorities (“Taxes”). In Canada and the United States, we will charge Taxes to you, as applicable, then collect and remit them on your behalf. In the event that there are other Taxes applicable in your jurisdiction, you are solely responsible to remit such Taxes to the appropriate authority.
7.3 Should you make amendments to increase your Plan or purchase additional Support or Service offerings, this will result in an immediate charge to you of a prorated amount reflecting the increase in price for the remainder of the term of your Plan. Should you make an amendment to your Plan to decrease your Plan or decrease the Support or Service offering that you are receiving, any decrease in price will be reflected at the beginning of the next term of your Plan. There will be no refunds or credits for partial periods of service or periods of inactivity.
8. Term and Termination:
8.1 The Terms become effective on the date you accept them or commence using the Service and will continue for the duration of the committed subscription term specified in your Plan. Your subscription term shall automatically renew for additional periods equal to the expiring term unless either party gives the other thirty days’ notice of non-renewal before the end of the relevant term.
8.2 Should you cancel your subscription to the Service, these Terms will terminate at the end of the period for which you have committed to pay fees and you agree to cease using the Service. Any fees that you have committed to paying must still be paid.
8.3 TutorOcean, in its reasonable discretion, has the right to suspend or terminate this Agreement and use the Service by you. TutorOcean will use all reasonable efforts to contact you directly via email to warn you prior to suspension or provide you with the effective date of termination.
8.4 You are solely responsible for contacting TutorOcean to cancel the Service or request deletion of Your account. TutorOcean will delete Your Data within six months of you cancelling your subscription to the Service or, if earlier, upon receipt of a written request to delete Your Data.
9. U.S. Government Restricted Rights Legend: Software distributed to or on behalf of the United States of America, its agencies or instrumentalities (“U.S. Government”) is provided with Restricted Rights. Use, duplication, or disclosure of Software by the U.S. Government is subject to the restrictions in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, or subparagraphs (c) (1) and (2) of the Commercial Computer Software – Restricted Rights at 48CFR52.227-19, as amended or applicable, or such other applicable rules and regulations.
10.1 Governing Law: These Terms will be governed by the laws of the Province of Ontario and the laws of Canada applicable in Ontario. Each party agrees that the courts of the Province of Ontario will have jurisdiction. The parties agree that the terms of the United Nations Convention of Contracts for the International Sale of Goods do not apply to these Terms.
10.2 Relationship of Parties: The parties are not agents or legal representatives of each other. The parties to these Terms are independent contractors. No relationship of principal to agent, master to servant, employer to employee, or franchisor to franchisee is established hereby between the parties. Neither party has the authority to bind the other or incur any obligation on its behalf.
10.3 Survival: The provisions in Articles 3, 5, 6, and 10 and Sections 2.3, 2.4, 2.6, 2.7, 2.8, 4.4 and 8.2 will survive termination of this Agreement.
10.4 Precedence: Conflicts will be resolved as follows: Data Processing Addendum; Privacy Statement; Terms.
10.5 Assignment: You may not assign these Terms or any of your rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of TutorOcean (not to be unreasonably withheld). Notwithstanding the foregoing, you may assign these Terms, without TutorOcean’s consent, to your Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of your assets.
10.6 Waiver: The waiver by either party of any default or breach of these Terms will not constitute a waiver of any other or subsequent default or breach. Except for actions for breach of TutorOcean’s proprietary rights in the Service, no action arising out of these Terms may be brought by either party more than one (1) year after the cause of action has arisen.
10.7 Entire Agreement: These Terms, together with the Data Processing Addendum, the Privacy Statement and the terms of any Plan, comprise the complete agreement between us regarding the subject matter.
10.8 Severability: If one or more provisions of these Terms are held to be unenforceable under applicable laws, those provisions will be modified to the minimum extent necessary to comply with applicable law and the intent of the parties.
10.9 Export Administration: You represent: (i) that you are not named on any U.S. Government list of persons or entities prohibited from receiving exports from the United States; (ii) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and, (iii) you shall not access or use the Service or App in violation of any United States export embargo, prohibition or restriction.
10.10 Legal Notices; Contacting TutorOcean: All legal notices to TutorOcean shall be sent to firstname.lastname@example.org. Questions regarding the Service can be directed to email@example.com.
Exhibit A: TutorOcean for Education (K-12)
TutorOcean for Education (K-12) allows schools and educators to use TutorOcean Meeting Services for educational purposes. TutorOcean maintains policies and procedures designed to comply with applicable requirements of student privacy laws including, without limitation, GDPR and the Family Educational Rights and Privacy Act (FERPA) and applicable state laws (the “Privacy Laws”).
The Privacy Laws may provide students or their parents with certain rights in their personal information. If you are a parent or student and you have questions about the Privacy Laws or your related rights, please contact your school administration. TutorOcean will not use any student data for marketing or advertising purposes, or any other commercial purpose, except to provide Services to our School Subscribers.
If you are a “School Subscriber” — typically meaning a school or school district administrator or a teacher — you represent and warrant that you have been duly authorized by your school or school district to create an account, use the Services, and to agree to these contract terms.
This policy applies to students and other end users who may be using TutorOcean under accounts created by School Subscribers (as that term is defined below), regardless of whether such School Subscriber account is paid for, or free.
1. Requirements for Information Collection
1.1 In the United States, and other jurisdictions where applicable, before collecting any personal information (“Personal Information”) from students accessing TutorOcean for K-12 services, we require the “School Subscriber”—typically the students’ school, school district, administrator or teacher—to contractually consent to our information practices, as permitted by applicable law.
1.2 For purposes of GDPR, the School Subscriber is the Controller and TutorOcean is the Processor of a student’s Personal Information. The Controller determines the legal basis, means and purposes for processing the data, and TutorOcean follows the directions of the Controller who sends us the data.
2. Information Collection
2.1 We collect the following categories of data from TutorOcean for K-12 end users:
Information commonly used for identification, such as a user’s name, email address (if entered) and other similar identifiers;
Information about a student’s school, including its location;
Information about the student’s device, network, and internet connection, such as IP address(es), MAC address, other device ID (UDID), device type, operating system type and version, and client version;
Information about how the student uses the TutorOcean platform, including type and frequency of actions taken, number of times the student logs in or enters a meeting, date and time, duration, quantity, quality, network connectivity, other platform performance metrics, and feature usage information, including use of video and screen sharing;
Content shared, chat messages, and cloud recordings (if the School Subscriber chooses to store a recording in the TutorOcean cloud). TutorOcean collects this data on behalf of the School Subscriber while the service is being used, but does not monitor or access it, unless the School Subscriber requests it, for example, to provide technical support;
Other information users – including teachers, school administrators, and students – upload, provide, or create while using TutorOcean for K-12 services.
2.2 We collect data in the following ways:
When students (or other end users) are set up for, invited to, or use TutorOcean for K-12 services, by the very nature of the usage and the service, data is collected. We gather students’ Personal Information from the School Subscriber, directly from the student as they interact with educational content on the TutorOcean platform, directly from students’ devices, and directly from someone who invites users to communicate with them via TutorOcean (such as a teacher). Some of this collection happens when a student or someone who wants to communicate with them via TutorOcean (e.g., a teacher or classmate) affirmatively submits that information. Some of our collection happens in the background – that is, it’s automatically collected when users interact with TutorOcean (an example of the data collected this way is the information about the student’s device or connection, or the information about feature usage.).
3.3 TutorOcean and/or our third-party service providers also automatically collect some information using methods such as cookies. Information automatically collected may include Internet protocol (IP) addresses, browser type, Internet service provider (ISP), operating system, and date/time stamp. We use this information to provide and support the TutorOcean for K-12 services. We do not use this information to deliver advertising or for any other purpose not related to the delivery and support of the services.
3.4 We may collect Personal Information about K-12 students from the School Subscriber and authorized users of the School Subscriber account, including Personal Information contained in “educational records,” as defined by FERPA. TutorOcean maintains this information on behalf and at the direction of the School Subscriber and does not use the information for other purposes except as permitted by FERPA and our applicable agreements with School Subscribers.
4. Data Use
4.1 We use Personal Information collected from and about students only as needed to deliver the functionality of the TutorOcean platform, operate our business, and for use by School Subscribers at their direction as follows:
We may use all of the types of Personal Information that we collect for the following purposes, to the extent permitted by our agreements with our School Subscriber customers:
Providing, personalizing, operating, and maintaining our Products.
School Subscriber Account configuration and maintenance
Enabling meetings and webinars between the School Subscriber and their students/participants
Hosting and storing personal data from meetings and webinars on behalf and at the direction of the meeting host/School Subscriber
Fulfilling requests made by users of the service, including requests for access to Personal Information received from a School Subscriber
Protecting, investigating and deterring against fraudulent, harmful, unauthorized or illegal activity
Providing access to data and reports to School Subscribers based on information collected from students’ use of our Service
Providing support and assistance for the service.
Complying with our contractual and legal obligations, resolving disputes with users, enforcing our agreements
4.2 Some of the students’ Personal Information is shared with other meeting participants, during the use of the service. For example, messages and content shared by a student in a meeting, webinar, or interactive educational setting, including Personal Information, will be available to all other participants in that meeting. If the School Subscriber or a student shares a meeting link with another user who is not already in the meeting, when that user tries to join the meeting, he or she will be able to see the list of other users in the meeting, as well as other invitees joining the meeting.
4.3 In order to optimize provision of the Service, we may collect broad geographic location (city-level location) information about where users are located when using TutorOcean. We use this information for service-related purposes (such as optimizing connections to our data center), supporting compliance, and customizing user experience with our service (e.g., language preference).
4.4 We may also use third-party service providers to help us provide the service, and they may have limited access to Personal Information in the process. We prohibit our service providers from selling Personal Information they receive from us or on our behalf and require them to only use that Personal Information in order to perform the services we have asked of them, unless otherwise required by law.
5. Following the instructions of our School Subscriber
5.1 Personal Information we collect, we collect on behalf of our School Subscribers. (To use the technical term, we are the “Processor” of that Personal Information, acting as a service provider on behalf and at the direction of our School Subscriber, and our School Subscriber is the “Controller” or decision-maker.) For example, the School Subscriber may determine when meetings can be recorded, how long the recordings are retained, and the like.
5.2 We are typically required to follow a School Subscriber’s instructions related to Personal Information we have collected on their behalf. On a School Subscriber’s instructions, we may provide reports to the School Subscriber containing Personal Information relating to the school’s account and students’ use of the educational setting controlled by the School Subscriber.
6. Complying with our legal obligations or the legal obligations of our subscribers
6.1 This includes responding to a legally binding demand for information, such as a warrant issued by a law enforcement entity of competent jurisdiction, or as reasonably necessary to preserve TutorOcean’s legal rights.
7.1 TutorOcean does not share Personal Information with third parties other than the service providers described above, or as required by law, except at the direction and on behalf of a School Subscriber.
8.1 Maintaining the confidentiality, security, and integrity of students’ Personal Information is a top priority. We use industry-standard security technologies, procedures, and organizational measures designed to help protect Personal Information from unauthorized access, use, or disclosure.
9. Access and Deletion Rights
9.1 If a student or his or her parent would like to request to access, review, refuse further collection of, or delete the student’s Personal Information, please contact your school or school district with your request. Because TutorOcean is required to comply with contractual confidentiality obligations related to our customers’ data, we are not able to respond to parental or student requests directly. School Subscribers may direct requests to access, delete or restrict further collection or use of a student’s Personal information to firstname.lastname@example.org.
Exhibit B: Binding Arbitration
This Exhibit B to the Terms of Service describes the further provisions which apply to the Binding Arbitration and Class Action Waiver.
Disputes. A dispute is any controversy between You and TutorOcean concerning the Services, any software related to the Services, the price of the Services, Your account, TutorOcean’s advertising, marketing, or communications, Your purchase transaction or billing, or any term of this Agreement, under any legal theory including contract, warranty, tort, statute, or regulation, except disputes relating to the enforcement or validity of Your or TutorOcean’s intellectual property rights. As part of the best efforts process to resolve disputes, and prior to initiating arbitration proceedings, each party agrees to provide notice of the dispute to the other party, including a description of the dispute, what efforts have been made to resolve it, and what the disputing party is requesting as resolution, to email@example.com.
Small Claims Court Available. You may initiate an action in your local Small Claims Court if You meets the court’s requirements. However, if such a claim is transferred, removed or appealed to a different court, TutorOcean reserves the right to require arbitration.
Arbitration Procedure. Disputes not resolved pursuant to Section A or B shall be resolved through arbitration. The American Arbitration Association (“AAA”) will conduct any arbitration under its Commercial Arbitration Rules. For more information, see www.adr.org. Arbitration hearings will take place in the federal judicial district of Your primary business location. A single arbitrator will be appointed. The arbitrator must: (a) follow all applicable substantive Law; (b) follow applicable statutes of limitations; (c) honor valid claims of privilege; (d) issue a written decision including the reasons for the award. The arbitrator may award damages, declaratory or injunctive relief, and costs (including reasonable attorneys’ fees). Any arbitration award may be enforced (such as through a judgment) in any court with jurisdiction. Under AAA Rules, the arbitrator rules on his or her own jurisdiction, including the arbitrability of any claim; however, a court has exclusive authority to enforce the prohibition on arbitration on a class-wide basis or in a representative capacity.
Arbitration Fees. If You are unable to afford the arbitration costs, TutorOcean will advance those costs to You, subject to the arbitrator’s determination if costs should be reimbursed to TutorOcean if TutorOcean prevails. For disputes involving more than $75,000, the AAA rules will govern payment of filing fees and the AAA’s and arbitrator’s fees and expenses.
Conflict with AAA Rules. This Agreement governs if there is a conflict with the AAA’s Commercial Arbitration Rules.
Requirement to File Within One Year. Notwithstanding any other statute of limitations, a claim or dispute under this Agreement must be filed in Small Claims Court or noticed for arbitration within one year of when it could first be filed, or such claim will be permanently barred.
Severability. If the class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, then those parts will not be arbitrated but will be resolved in court, with the balance resolved through arbitration. If any provision of this Exhibit B is found to be illegal or unenforceable, then that provision will be severed; however, the remaining provisions shall still apply and shall be interpreted to as nearly as possible achieve the original intent of this Exhibit, inclusive of the severed provision.