Terms of Service

These Terms govern Customer’s access to and use of the managed cloud hosting platform, related software, websites, APIs, and professional services made available by k-12.cloud (together, the “Services”). If Customer and k-12.cloud have signed a separate written master agreement or order form that expressly references these Terms, that document controls in the event of a direct conflict; otherwise these Terms, together with the Privacy Policy, Data Processing Addendum, Service Level Agreement, and any order form, statement of work, or written addendum issued by k-12.cloud and accepted by Customer (each, an “Order”), are the complete agreement between the parties (the “Agreement”).

You must be at least eighteen (18) years old and have the legal authority to bind the Customer to accept these Terms. The Services are not offered for personal, household, or family use; they are intended for use by school districts, schools, charter networks, education service agencies, EdTech vendors, consultants, and other organizations engaged in K-12 operations.

Capitalized terms used in these Terms have the meanings below.

• “Authorized User” means an individual employee, contractor, or agent of Customer to whom Customer grants access to the Services in accordance with the Agreement.
• “Customer Content” means all software, source code, configuration, data, files, models, workflows, prompts, and other materials that Customer or its Authorized Users upload to, deploy on, store in, or generate within an Environment.
• “Customer Data” means electronic data, records, and information processed by the Services on behalf of Customer, including any Personal Data and any student-related records as defined under FERPA and applicable U.S. state student data privacy laws.
• “Environment” means an isolated managed deployment provisioned by k-12.cloud for Customer, including the underlying compute, storage, networking, domain, and configuration resources allocated to that deployment.
• “Personal Data” means any information that identifies, relates to, describes, or is reasonably capable of being associated with a natural person, as defined under applicable data protection laws.
• “Subprocessor” means any third-party vendor engaged by k-12.cloud that processes Customer Data in connection with the Services, as further described in the Data Processing Addendum.
• “Trial Environment” means an Environment provisioned at no charge for evaluation purposes under Section 5.

k-12.cloud is a managed cloud hosting operator. Subject to these Terms and the applicable Order, k-12.cloud will:

• provision and operate Customer Environments on certified third-party cloud infrastructure (the “Underlying Infrastructure”);
• maintain transport-layer encryption, identity-bound administrative access, monitoring, change-controlled deployments, and routine patching for the platform components we operate;
• provide the technical support and uptime commitments described in the Service Level Agreement; and
• deliver any implementation, migration, or advisory services described in an executed Order.

k-12.cloud is not the publisher of the software Customer chooses to deploy into an Environment, and k-12.cloud does not warrant the suitability of any third-party software for any particular use. Customer is solely responsible for the lawfulness, accuracy, and appropriateness of the workloads it operates.

Customer is responsible for: (a) the accuracy of registration information; (b) safeguarding credentials and any access tokens issued by k-12.cloud; (c) all activity that occurs under Customer’s account or within Customer’s Environments; and (d) immediately notifying k-12.cloud at hello@k-12.cloud of any suspected unauthorized access or credential compromise.

Customer must promptly remove Authorized Users who no longer have a legitimate need for access. k-12.cloud may, but is not obligated to, suspend or revoke access to any Authorized User who violates these Terms or whose access poses a security or compliance risk.

The Services may not be used by, or on behalf of, any person or entity located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. trade sanctions, or by any person identified on a U.S. government denied-party list.

k-12.cloud may make Trial Environments available for evaluation purposes. Unless otherwise stated in an Order, Trial Environments are provided “as is”and “as available,” without warranty of any kind, without service level commitments, and without backups of Customer Content. A Trial Environment may be deprovisioned at any time and any Customer Content stored in a Trial Environment may be deleted upon expiration or suspension of the trial.

Trial Environments may operate on shared or otherwise non-production infrastructure. Customer should not deploy production workloads, regulated data, or data subject to contractual data-handling commitments to a Trial Environment. k-12.cloud’s liability arising out of or relating to any Trial Environment is, to the maximum extent permitted by law, limited to one hundred United States dollars (USD $100).

Paid Environments are billed in accordance with the applicable Order or the pricing published on the k-12.cloud catalog at the time of purchase. Unless otherwise stated:

• Subscription fees are billed monthly in advance, beginning on the date Customer’s production Environment is provisioned or converted from a Trial Environment.
• Subscriptions renew automatically each month at the then-current rate unless cancelled at least two (2) business days before the start of the next billing cycle.
• All fees are stated in United States dollars and are exclusive of taxes; Customer is responsible for any sales, use, value-added, or similar taxes, except for taxes based on k-12.cloud’s net income.
• k-12.cloud may suspend the Services if undisputed fees are more than fifteen (15) days past due, after providing at least seven (7) days’ prior written notice.
• Fees paid are non-refundable except where expressly required by law or by these Terms. Cancellation takes effect at the end of the then-current billing period.

k-12.cloud may change subscription pricing for renewal terms by providing Customer with at least thirty (30) days’ prior notice. If Customer does not agree to a price change, Customer may cancel the affected subscription before the change takes effect.

As between the parties, Customer retains all right, title, and interest in and to Customer Data and Customer Content. Customer hereby grants k-12.cloud a limited, non-exclusive, worldwide, royalty-free license to host, copy, transmit, configure, back up (where applicable), and otherwise process Customer Data and Customer Content solely as necessary to provide, secure, and support the Services and to comply with applicable law.

k-12.cloud will not (a) sell Customer Data; (b) use Customer Data for advertising or for the development, training, or improvement of generative artificial intelligence models or other machine-learning models; or (c) access Customer Data except as necessary to deliver and operate the Services, to investigate and respond to a security incident or suspected violation of these Terms, or to comply with a binding legal obligation.

Where the Services process Personal Data, the parties’ obligations are further set forth in the Data Processing Addendum, which is incorporated by reference. The Data Processing Addendum addresses, among other things, FERPA school-official status, COPPA cooperation, state student data privacy law compliance (including Illinois SOPPA, New York Education Law § 2-d, California AB 1584, Connecticut Public Act 16-189, and substantially similar laws), permitted processing, security, breach notification, audit support, and deletion or return of Customer Data.

Customer agrees not to, and will not permit any Authorized User or third party to:

• use the Services in any manner that violates applicable law, including export-control, sanctions, intellectual-property, privacy, telecommunications, or anti-spam laws;
• upload, deploy, or transmit any malware, ransomware, denial-of-service tool, or other malicious code, or scan or probe k-12.cloud infrastructure other than within Customer’s own Environment with prior written approval;
• interfere with or disrupt the integrity or performance of the Services, the Underlying Infrastructure, or any other customer’s environment;
• send unsolicited bulk email, SMS, push notifications, or other unsolicited communications in violation of applicable law;
• operate workloads designed primarily for cryptocurrency mining, distributed proof-of-work, public proxying for third parties, or open-relay email;
• collect or process Personal Data without a lawful basis or without providing legally required notices and disclosures to data subjects;
• knowingly upload, store, or distribute content that is obscene as to minors, sexually exploits minors, glorifies violence, harasses or threatens individuals, or facilitates unlawful discrimination; or
• attempt to reverse-engineer, decompile, or derive the source of the k-12.cloud platform itself, except to the extent that applicable law expressly prohibits this restriction.

k-12.cloud may investigate suspected violations and may suspend access to the Services or specific Environments as reasonably necessary to protect the platform, other customers, or third parties, with notice (where lawful and practicable) and an opportunity to cure.

Customer is responsible for obtaining and maintaining all rights, licenses, and authorizations necessary for any customer-provided or third-party software that Customer chooses to deploy into an Environment, including any open-source components and commercially licensed products. k-12.cloud does not act as a value-added reseller of third-party software unless expressly stated in an Order.

Where k-12.cloud provides a template, starter image, custom node package, or similar bootstrap material, Customer’s use of that material is subject to its accompanying license terms (which may be open-source). k-12.cloud is not responsible for vulnerabilities, defects, or licensing obligations of third-party software components after they are deployed by Customer.

k-12.cloud’s collection, use, and disclosure of Personal Data of Customer’s Authorized Users, billing contacts, and website visitors is governed by the Privacy Policy. k-12.cloud’s processing of Personal Data within an Environment on Customer’s behalf is governed by the Data Processing Addendum. Customer represents and warrants that it has provided all required notices and obtained all required consents to allow k-12.cloud to process Customer Data as described in the Agreement.

Each party (as “Receiving Party”) may receive non-public information of the other party (as “Disclosing Party”) that is marked or reasonably understood to be confidential (“Confidential Information”). The Receiving Party will (a) use Confidential Information only as necessary to exercise rights and perform obligations under the Agreement; (b) protect it with no less than reasonable care and at least the same degree of care it uses to protect its own confidential information of like importance; and (c) disclose it only to its personnel and professional advisors who have a need to know and who are bound by written obligations of confidentiality at least as protective as these.

Confidential Information does not include information that: (i) is or becomes generally known to the public without breach of these Terms; (ii) was rightfully known to the Receiving Party without confidentiality obligations before disclosure; (iii) is received from a third party not under a duty of confidentiality; or (iv) is independently developed without use of the Disclosing Party’s Confidential Information. The Receiving Party may disclose Confidential Information if required by law, subpoena, or court order, provided that, where permitted, it gives the Disclosing Party prompt notice and reasonable cooperation to seek a protective order.

k-12.cloud and its licensors retain all right, title, and interest in and to the Services, the k-12.cloud platform, documentation, methodologies, runbooks, monitoring tooling, and any improvements, derivatives, and feedback related to the foregoing. No rights are granted by implication, estoppel, or otherwise.

Customer may provide suggestions, comments, or other feedback concerning the Services (“Feedback”). Customer grants k-12.cloud a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate Feedback for any purpose, without obligation. k-12.cloud will not represent Customer as an endorser of the Services without Customer’s prior written consent.

k-12.cloud maintains administrative, physical, and technical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, or loss, as further described in Appendix B of the Data Processing Addendum. Customer acknowledges that no security program is impenetrable and agrees to implement reasonable controls within Environments under its own control, including but not limited to credential hygiene, role-based access, secrets management, and timely security patching of customer-managed software.

If k-12.cloud receives a subpoena, warrant, or other legal process seeking Customer Data, k-12.cloud will, unless legally prohibited, provide reasonable advance notice to Customer to allow Customer to seek a protective order or other appropriate remedy. k-12.cloud will not disclose Customer Data in response to government or third-party requests unless compelled by valid legal process applicable to k-12.cloud, or authorized by Customer.

Each party represents and warrants that it has the legal authority to enter into the Agreement. k-12.cloud warrants that, during a paid subscription, the Services will perform materially in accordance with the Service Level Agreement. Customer’s sole and exclusive remedy, and k-12.cloud’s sole liability, for breach of the performance warranty is the service-credit remedy described in the Service Level Agreement.

EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, THE SERVICES, TRIAL ENVIRONMENTS, AND ALL TEMPLATES, BOOTSTRAP MATERIALS, AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE.” K-12.CLOUD DISCLAIMS ALL IMPLIED WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAW, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. K-12.CLOUD DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CUSTOMER DATA WILL BE SECURE OR NOT LOST OR ALTERED DESPITE COMMERCIALLY REASONABLE EFFORTS.

By k-12.cloud.k-12.cloud will defend Customer from any third-party claim alleging that the Services, as provided by k-12.cloud and used in accordance with the Agreement, infringe a valid United States patent issued as of the Effective Date, infringe a registered United States trademark, or misappropriate a trade secret, and will indemnify Customer against damages and reasonable attorneys’ fees finally awarded by a court of competent jurisdiction or included in a settlement approved by k-12.cloud. If the Services become, or in k-12.cloud’s opinion are likely to become, the subject of an infringement claim, k-12.cloud may, at its option and expense: (i) procure a right for Customer to continue using the affected component; (ii) modify or replace the component so that it is non-infringing while substantially preserving functionality; or (iii) terminate the affected portion of the Services and refund any prepaid, unused fees for the affected portion.

k-12.cloud has no obligation under this Section to the extent a claim arises from: (a) Customer Content; (b) software or materials provided by Customer or a third party; (c) modifications to the Services not made or approved in writing by k-12.cloud; or (d) use of the Services in combination with items not furnished by k-12.cloud, where the claim would not have arisen but for the combination.

By Customer.Customer will defend k-12.cloud, its affiliates, and their respective directors, officers, employees, and agents from any third-party claim arising from or relating to: (i) Customer Data, Customer Content, or customer-provided software, including any allegation that any of the foregoing infringes intellectual-property rights or violates applicable law; (ii) Customer’s breach of Section 8 (Acceptable Use) or the licensing terms applicable to third-party software Customer chose to deploy; or (iii) any unauthorized use of the Services made possible by Customer’s failure to safeguard its credentials. Customer will indemnify the foregoing parties against damages and reasonable attorneys’ fees finally awarded or included in a settlement approved by Customer.

The indemnifying party’s obligations are conditioned on the indemnified party (1) giving prompt written notice of the claim; (2) granting the indemnifying party sole control of the defense and settlement (provided that no settlement that imposes liability or admission on the indemnified party may be made without its prior written consent, not to be unreasonably withheld); and (3) providing reasonable cooperation at the indemnifying party’s expense.

EXCEPT AS PROVIDED BELOW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, REPUTATION, OR DATA, ARISING OUT OF OR RELATING TO THE AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID OR PAYABLE BY CUSTOMER TO K-12.CLOUD UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM.

The limitations in this Section do not apply to: (a) a party’s indemnification obligations under Section 15; (b) a party’s breach of Section 11 (Confidentiality), other than with respect to Customer Data, which is addressed under the Data Processing Addendum; (c) Customer’s payment obligations; (d) a party’s gross negligence, willful misconduct, or fraud; or (e) liability that cannot be excluded or limited under applicable law.

The Agreement begins on the date Customer first accepts these Terms or is provisioned an Environment and continues until all Orders have expired or been terminated. Each subscription is for the term stated in the Order, or, if none, for monthly renewable terms.

Either party may terminate the Agreement and any active subscriptions for cause if the other party materially breaches the Agreement and fails to cure within thirty (30) days after written notice describing the breach in reasonable detail. k-12.cloud may also suspend the Services (in whole or in part) immediately, with notice where reasonably practicable, if (i) Customer’s use poses an imminent security or legal risk; (ii) Customer is more than fifteen (15) days delinquent on undisputed fees; or (iii) suspension is required by law or by a binding directive of a governmental authority.

Customer may cancel a paid subscription at any time through the customer portal or by written notice. Cancellation takes effect at the end of the then-current billing period and does not entitle Customer to a refund of fees already paid except where expressly required by law or by these Terms.

Upon termination or expiration of the Agreement:

• Customer’s right to access the Services ceases, and k-12.cloud may revoke credentials and disable Environments;
• k-12.cloud will make Customer Data available for export for at least thirty (30) days, provided Customer is not in material breach (and longer if required by law or applicable Order);
• after the export period, k-12.cloud will, on Customer’s written request, delete or return Customer Data in accordance with the Data Processing Addendum, except as required to comply with legal-hold or retention obligations;
• Customer remains responsible for fees accrued up to the effective date of termination, and any unpaid undisputed amounts are immediately due; and
• the following Sections survive termination: 2, 7 (last paragraph), 11, 12, 14 (disclaimer), 15, 16, 18, 20, 21, 22, and any Section that by its nature should survive.

k-12.cloud may modify the Services from time to time to reflect technical, operational, security, or legal changes. k-12.cloud will not materially diminish the core functionality of a Service during an active subscription term except (a) as required by law; (b) for documented security reasons; or (c) with at least thirty (30) days’ prior notice and a right for Customer to terminate the affected subscription and receive a prorated refund of unused, prepaid fees.

k-12.cloud may update these Terms by posting a revised version and updating the “Effective” date. For material adverse changes, k-12.cloud will provide at least thirty (30) days’ prior notice via email to Customer’s billing contact or through the customer portal. Continued use of the Services after the effective date of a change constitutes acceptance; if Customer does not agree, Customer may terminate the affected subscriptions for convenience before the change takes effect and receive a prorated refund of unused, prepaid fees.

Routine operational notices may be delivered through the customer portal or by email to the contact addresses on file. Legal notices to k-12.cloud must be sent to hello@k-12.cloudwith the subject line beginning “Legal Notice”; a physical correspondence address will be provided on written request. Legal notices to Customer will be sent to the billing contact and primary administrator email addresses on file, and are deemed delivered on the date of transmission, absent bounce.

The Agreement is governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Pennsylvania for any action or proceeding arising out of or relating to the Agreement, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property or Confidential Information.

EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATING TO THE AGREEMENT.

Entire agreement. The Agreement is the entire agreement between the parties regarding its subject matter and supersedes any prior or contemporaneous understandings. Pre-printed terms on Customer purchase orders or vendor onboarding portals are of no effect.

Assignment.Neither party may assign the Agreement without the other’s prior written consent, except that k-12.cloud may assign the Agreement, in whole or in part, to an affiliate or in connection with a merger, reorganization, financing, or sale of all or substantially all of its assets, in each case without consent.

Force majeure. Neither party is liable for delays or failures in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil disturbance, labor disputes, internet or telecommunications failures, denial-of-service attacks, or governmental action.

Independent contractors. The parties are independent contractors. Nothing in the Agreement creates an agency, partnership, joint venture, or employment relationship.

No third-party beneficiaries. The Agreement is for the sole benefit of the parties and their permitted successors and assigns.

Severability and waiver.If any provision of the Agreement is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder will continue in full force and effect. A party’s failure to enforce any provision is not a waiver of its right to do so later.

Counterparts; electronic signatures. The Agreement may be executed in counterparts and via electronic signature, each of which is an original and together constitute one instrument.

U.S. government end users.The Services are “commercial computer software” and “commercial computer software documentation” as those terms are used in 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202, and are provided to U.S. government end users only as commercial items with the same rights granted to all other end users.