Terms of Service

"Service" means the CampusSteward software-as-a-service platform, websites, mobile or desktop applications, APIs, and related documentation and support.

"School" or "Customer" means the school, district, or other educational institution (also referred to as a Local Education Agency, or "LEA") that licenses the Service and on whose behalf we process data.

"Authorized User" means an individual the School permits to access the Service in an assigned role (for example, an administrator, staff member, teacher, student, or parent/guardian).

"Student Data" means personally identifiable information relating to a student that is provided to or generated in the Service, including information that constitutes an "education record" under FERPA and "covered information" under Arizona law.

"DPA" means a Student Data Privacy Addendum executed between CampusSteward and a School or district.

You and CampusSteward agree to conduct this transaction by electronic means. By checking the "I have read and agree" control (or a substantially similar control) presented to you, you adopt that action as your electronic signature and manifest your intent to be bound by these Terms, the Privacy Policy, and the Acceptable Use Policy.

You agree that your electronic signature and the electronically stored documents you accept (a) may not be denied legal effect, validity, or enforceability solely because they are in electronic form; (b) satisfy any law that requires a signature or a record to be in writing; and (c) are the legal equivalent of a handwritten signature on a paper contract. (Arizona Electronic Transactions Act, A.R.S. §§ 44-7002, 44-7005(B), 44-7007; federal E-SIGN Act, 15 U.S.C. §§ 7001(a), (d) and 7002(a).)

You represent that you are authorized to accept these Terms for yourself and for any entity you represent, and that the information you provide in connection with acceptance is accurate. We keep a record of your acceptance, including the version accepted and the date and time.

We may present these Terms for renewed acceptance when they materially change. When we do, continued use of the Service after the effective date of the change requires your renewed acceptance.

CampusSteward is provided to and licensed by the School. The School — not CampusSteward — decides who may access the Service, what data is entered, and how that data is used within its organization.

You acknowledge and agree that information associated with your account and your activity on the Service is created for, controlled by, and shared with the School (and its district, where applicable) that your account belongs to. School administrators and other authorized personnel at your School may access, use, correct, export, and delete this information in accordance with the School's policies and applicable law. CampusSteward processes this information on the School's behalf and under its direction, as described in the Privacy Policy and any applicable DPA.

The specific Site and district your account is associated with are shown to you at sign-in and in your account settings.

Accounts are provisioned by or on behalf of the Site. You must provide accurate information, keep your credentials confidential, and you are responsible for activity that occurs under your account. Notify us or your Site administrator immediately of any suspected unauthorized use.

You must be authorized by your Site to use the Service in the role assigned to you, and you may access only the data and features your role permits. Attempting to access data or functions outside your role is prohibited.

Where the Service is used by children, it is made available through the Site for educational purposes. As described in the Privacy Policy, the Site is responsible for the consents required by law, and the Site may act as agent for parents in providing consent under COPPA for the site-authorized educational use of the Service.

Subject to these Terms, we grant the Site and its Authorized Users a limited, non-exclusive, non-transferable, revocable right to access and use the Service during the subscription term for the Site's internal educational and operational purposes.

Your use of the Service is governed by our Acceptable Use Policy, which is incorporated into these Terms. You will not: (a) copy, modify, reverse-engineer, or create derivative works of the Service except as permitted by law; (b) resell, sublicense, or provide the Service to third parties except as the School directs; (c) upload unlawful, infringing, or harmful content, or malware; (d) attempt to gain unauthorized access to the Service or its data; (e) interfere with the integrity or performance of the Service; or (f) use the Service to violate any law or the rights of others.

Fees, if any, are set out in the applicable order or subscription agreement between CampusSteward and the School. Unless the order states otherwise, fees are due as invoiced, are non-refundable except as expressly provided, and are exclusive of taxes.

Where you use the Service as an Authorized User of a Site, the Site — not you individually — is responsible for fees.

These Terms apply for as long as you use the Service. A Site's subscription term and renewal are governed by its order or subscription agreement.

We may suspend or limit access to the Service (or any account) where reasonably necessary to protect the security, integrity, or lawful operation of the Service, to prevent harm, or to comply with law, and we will restore access when the cause is resolved.

On termination of a School's subscription, or at the School's written direction, we will return or delete Student Data as described in the Privacy Policy and any applicable DPA. Provisions that by their nature should survive termination (including data-return/destruction, confidentiality, disclaimers, limitations of liability, and dispute-resolution terms) survive.

As between the parties, CampusSteward and its licensors own all rights in the Service, including its software, design, and content we provide, and all related intellectual-property rights. These Terms grant no rights except the limited license stated above.

As between CampusSteward and the School, the School owns and controls the data it and its Authorized Users provide to the Service, including Student Data. CampusSteward claims no ownership of that data and processes it only to provide the Service and as the School directs.

We may use aggregated or de-identified information that does not identify any individual, Site, or district to operate, secure, analyze, improve, develop, and demonstrate the Service, consistent with the Privacy Policy and applicable law.

THE SERVICE IS PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS." TO THE MAXIMUM EXTENT PERMITTED BY LAW, CAMPUSSTEWARD LLC DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY OF NON-INFRINGEMENT OR ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

CAMPUSSTEWARD DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, ERROR-FREE, OR SECURE, OR THAT ANY CONTENT-FILTERING OR MONITORING FEATURE WILL BLOCK ALL OBJECTIONABLE OR HARMFUL MATERIAL. YOU USE THE SERVICE AT YOUR OWN RISK.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you. (Arizona Uniform Commercial Code, A.R.S. § 47-2316; "conspicuous" per A.R.S. § 47-1201(B)(10).)

EXCLUSION OF INDIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (A.R.S. § 47-2719(A), (C).)

CAP. EXCEPT AS STATED BELOW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (a) THE FEES PAID OR PAYABLE BY THE SCHOOL TO CAMPUSSTEWARD IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (b) ONE HUNDRED U.S. DOLLARS ($100).

EXCEPTIONS TO THE INDIRECT-DAMAGES EXCLUSION. The exclusion in Section 10.1 does NOT apply to: (a) a party's indemnification obligations; (b) CampusSteward's breach of its Student-Data confidentiality and security obligations under the Privacy Policy or an applicable DPA; (c) a party's gross negligence, willful misconduct, or fraud; (d) liability for death or personal injury caused by a party's negligence; or (e) any liability that cannot be limited or excluded under applicable law, including non-waivable claims under the Arizona Consumer Fraud Act (A.R.S. § 44-1521 et seq.).

ENHANCED CAP FOR DATA AND INDEMNITY CLAIMS. For liabilities under clauses (a) and (b) above, the cap in Section 10.2 is replaced by an enhanced cap equal to the greater of (i) two (2) times the fees paid or payable by the School to CampusSteward in the twelve (12) months before the event giving rise to the claim, or (ii) fifty thousand U.S. dollars ($50,000). Liabilities under clauses (c), (d), and (e) are not subject to any cap, to the extent applicable law does not permit one.

INDEPENDENCE. The exclusion of indirect damages and the liability caps are each independent of, and survive, any failure of an exclusive or limited remedy of its essential purpose. (A.R.S. § 47-2719(B).) Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

By CampusSteward. CampusSteward will defend the School against third-party claims alleging that the Service, as provided by CampusSteward and used in accordance with these Terms, infringes a United States intellectual-property right, or that CampusSteward breached its Student-Data security or confidentiality obligations, and will pay damages and reasonable costs finally awarded against, or agreed in settlement by, the School for such claims.

By Customer. To the extent permitted by applicable law, the School will defend CampusSteward against third-party claims arising from the School's use of the Service in violation of these Terms or applicable law, or from data the School provides in violation of law or third-party rights, and will pay damages and reasonable costs finally awarded or agreed in settlement.

Government and public-entity customers. If the Site is a public site, district, or other government entity, its indemnification obligations apply only to the extent such indemnification is permitted by applicable Arizona law, including the Arizona Constitution and public-finance and appropriations limitations, and nothing in these Terms requires a public entity to indemnify beyond its lawful authority.

The indemnifying party's obligations are conditioned on prompt notice of the claim, sole control of the defense and settlement (without admitting liability on the other party's behalf), and reasonable cooperation.

We take care that our statements about how the Service collects, uses, shares, and secures data are accurate, and we do not make deceptive claims about the Service. If a feature or practice described here or in the Privacy Policy changes, we will update these documents accordingly. (Consistent with A.R.S. § 44-1522 and Section 5 of the FTC Act, 15 U.S.C. § 45.)

Governing law. These Terms are governed by the laws of the State of Arizona, without regard to its conflict-of-laws rules, together with applicable United States federal law.

Venue. The exclusive venue for any dispute arising out of or relating to these Terms or the Service is the state and federal courts located in Pima County, Arizona, and each party consents to personal jurisdiction there — except where a government or public-entity customer is required by law to resolve disputes in another forum, in which case the parties will proceed as required by that law.

Informal resolution. Before filing a claim, the parties will attempt in good faith to resolve the dispute informally by contacting contact@campussteward.com.

No class relief where permitted. To the extent permitted by applicable law and except for government or public-entity customers, disputes will be brought only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Nothing in these Terms waives any non-waivable statutory right, including claims under the Arizona Consumer Fraud Act.

We have chosen court venue in Arizona rather than mandatory binding arbitration so that public-site and government customers, which often cannot lawfully agree to arbitration, are not disadvantaged.

We may modify these Terms. For material changes, we will provide notice (for example, by posting the updated Terms with a new effective date and version, and by requiring renewed acceptance at sign-in). Your continued use of the Service after you accept the updated Terms constitutes your agreement to them. If you do not agree to the updated Terms, you must stop using the Service.

Entire agreement. These Terms, the Privacy Policy, the Acceptable Use Policy, any applicable DPA, and any order or subscription agreement are the entire agreement between the parties regarding the Service and supersede prior agreements on that subject.

Order of precedence. If there is a conflict among these documents, the following order controls, from highest to lowest: (1) an executed Student Data Privacy Addendum (DPA); (2) an order or subscription agreement; (3) these Terms; and (4) the Privacy Policy and the Acceptable Use Policy.

Severability. If any provision is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be enforced to the maximum extent permitted.

Assignment. You may not assign these Terms without our consent; we may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets, subject to the confidentiality and data-protection commitments in the Privacy Policy and any DPA.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.

Notices. Legal notices to CampusSteward should be sent to contact@campussteward.com. We may provide notices to you through the Service or the email associated with your account.

Waiver. A failure to enforce a provision is not a waiver of the right to enforce it later.

Contact. Questions about these Terms: contact@campussteward.com.