Classavo master LMS integration and campus services agreement

This Master Services Agreement ("Agreement") is entered into between interactiveX, Inc. d/b/a Classavo, a Delaware corporation with offices at 701 Ellicott Street, Buffalo, NY 14203 ("Classavo," "we," "us"), and the educational institution identified in the applicable Order Form ("Institution," "you"). Classavo and Institution may be referred to individually as a "Party" and collectively as the "Parties."

This Agreement, together with its Exhibits and any executed Order Form, governs Institution's purchase and use of Classavo's Services. By executing an Order Form that references this Agreement, Institution agrees to be bound by these terms.

1. Definitions

Capitalized terms not defined here have the meanings given in Classavo's Terms of Service and Privacy Policy. The following additional definitions apply:

• "ACV" means the aggregate fees paid by Institution to Classavo under this Agreement and the relevant Order Form in the twelve (12) months preceding the event giving rise to a claim.

• "DPA" means Exhibit B (Data Security and FERPA Addendum), which functions as the Data Processing Addendum between the Parties.

• "Institution Data" means all data and information submitted to, stored within, processed by, or generated through the Classavo platform by Institution or its authorized Users, including Student data, faculty data, course materials, rosters, enrollment information, and account information.

• "Order Form" means a written ordering document executed by both Parties that identifies the specific Services purchased, fees, seat count, term, and other deal-specific terms.

• "Platform Policies" means Classavo's then-current Terms of Service, Privacy Policy, Acceptable Use Policy, and Subprocessor list, each publicly available on Classavo's website and incorporated by reference.

• "Services" means the Classavo platform and the services described in Exhibit A, as further specified in the applicable Order Form.

• "Subscription Term" means the initial term and any renewal terms during which Institution's authorized Users may access the Services.

2. Services and Access

2.1 Provision of Services

Classavo will provide the Services described in Exhibit A and the applicable Order Form during the Subscription Term, in accordance with this Agreement and its Exhibits.

2.2 Authorized Users

Institution may authorize its Instructors, Students, and administrators to access the Services up to the seat count or other limits identified in the Order Form. Institution is responsible for its authorized Users' compliance with this Agreement and the Platform Policies.

2.3 Service Evolution

Classavo may modify, improve, replace, or discontinue features of the Services from time to time. Classavo will provide reasonable advance notice of material changes that significantly reduce functionality Institution depends on.

2.4 No Service Level Commitment in Master Agreement

Classavo will use commercially reasonable efforts to make the Services available. Specific uptime commitments, support response times, and service credits, if any, are addressed in a separate Service Level Agreement executed at the Parties' mutual election as part of the Order Form. The Master Agreement itself does not provide service credits for downtime.

3. Order Forms and Order of Precedence

Each Order Form, when executed by both Parties, is incorporated into and governed by this Agreement. In the event of a conflict among the documents that make up the relationship, the order of precedence is:

1. The executed Order Form (for the specific deal terms it addresses);

2. Any executed Institution-specific Addendum (for state-mandated or institution-specific requirements);

3. The Exhibits to this Agreement (within their scope);

4. This Agreement;

5. The Platform Policies.

Institution-issued purchase orders, terms and conditions, or similar documents have no effect on this Agreement. Any terms in such documents that conflict with or supplement this Agreement or the Order Form are rejected and have no force or effect, even if Classavo acknowledges receipt or processes the purchase order administratively.

4. Fees and Payment

4.1 Fees

Institution will pay the fees set forth in the applicable Order Form. Fees are based on the per-seat, enterprise-license, or other model identified in the Order Form. Volume discounts and enterprise pricing are negotiated per Order Form.

4.2 Payment Terms

Unless otherwise specified in the Order Form, Institution will pay undisputed invoices within forty-five (45) days of receipt. Fees are non-refundable except as expressly stated in this Agreement or required by law.

4.3 Taxes

Fees are exclusive of taxes. Institution is responsible for sales, use, value-added, and similar taxes, except for taxes based on Classavo's net income. Tax-exempt Institutions will provide a valid exemption certificate.

4.4 Late Payment

Unpaid amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Classavo may suspend the Services for non-payment after providing fifteen (15) days written notice and an opportunity to cure.

4.5 Price Changes

Classavo may increase fees for renewal terms with at least sixty (60) days written notice before the start of the renewal term.

5. Term and Termination

5.1 Initial Term

The initial Subscription Term is five (5) years from the Effective Date of the first Order Form, unless a different term is specified in the Order Form.

5.2 Renewal

The Subscription Term automatically renews for successive one (1) year terms unless either Party provides written notice of non-renewal at least ninety (90) days before the end of the then-current term.

5.3 Termination for Convenience at End of Term

Either Party may terminate this Agreement effective at the end of an academic or subscription term by providing ninety (90) days written notice.

5.4 Termination for Cause

Either Party may terminate this Agreement for material breach if the breaching party fails to cure within thirty (30) days after receiving written notice of the breach. Either Party may terminate immediately upon written notice if the other Party (a) becomes insolvent, (b) files for bankruptcy, (c) is subject to a petition in bankruptcy that is not dismissed within sixty (60) days, or (d) makes an assignment for the benefit of creditors.

5.5 Effect of Termination

On termination or expiration:

• Institution's right to access the Services ends;

• Institution remains liable for all fees accrued through the effective date of termination;

• Institution may request a data export in a commercially reasonable format;

• Institution Data handling on termination is governed by Exhibit B (DPA);

• Each Party will return or destroy the other Party's Confidential Information, subject to legal retention requirements;

• Sections 1, 4 (for accrued fees), 6, 7, 9, 10, 11, 12, 13, 14, 15, and 16 survive termination.

5.6 Suspension

Classavo may suspend the Services without terminating this Agreement if required by law, if necessary to address a security incident or risk, or for non-payment as described in Section 4.4.

6. Institution Responsibilities and Academic Authority

6.1 General Responsibilities

Institution agrees to:

• comply with applicable laws, including FERPA and applicable state student privacy laws;

• provide Classavo with the consents, notices, and instructions required for Classavo to process Student data as Institution's School Official under FERPA;

• be responsible for the accuracy, quality, and legality of Institution Data;

• maintain the confidentiality of Institution's account credentials and promptly notify Classavo of any unauthorized access;

• ensure its authorized Users comply with the Platform Policies and Classavo's Acceptable Use Policy;

• prevent unauthorized or infringing materials from being uploaded to the Services;

• provide timely technical contacts and Institutional information necessary for onboarding and integration; and

• not use the Services in violation of applicable export, sanctions, or trade laws.

6.2 Academic Responsibility

Institution retains exclusive responsibility for all academic matters, including pedagogy, course design, grading, academic decisions, disability accommodations under ADA and Section 504, and enforcement of academic integrity. Classavo is not liable for academic disputes, grading determinations, or instructional outcomes.

6.3 Restrictions on Use

Institution will not, and will not permit its authorized Users to, conduct penetration testing, vulnerability scanning, scraping, reverse engineering, decompilation, or competitive analysis of the Services without Classavo's prior written consent. Institution will not use the Services to develop, train, or improve any product or service competing with Classavo.

7. Data Protection, Security, and Privacy

7.1 Data Processing Addendum

The collection, use, storage, and protection of Institution Data, including Student data, is governed by Exhibit B (Data Security and FERPA Addendum). Exhibit B functions as the Data Processing Addendum between the Parties. To the extent Exhibit B conflicts with this Agreement, Exhibit B controls for matters within its scope.

7.2 FERPA School Official Designation

For Services provided to U.S. educational institutions, Classavo acts as a "School Official" with "legitimate educational interest" under FERPA. Classavo will use Student education records only for the purposes for which they were provided and as authorized by Institution.

7.3 Security Incidents

If a security incident affects Institution Data, Classavo will notify Institution without undue delay after confirmation of the incident, and in any event consistent with applicable law. The specific notification process and timing commitments are set forth in Exhibit B.

7.4 Subprocessors

Classavo may engage subprocessors to provide the Services. A current list of subprocessors will be made available to Institution upon reasonable request. Each subprocessor is contractually required to maintain confidentiality and implement security measures consistent with Exhibit B.

8. Intellectual Property

8.1 Classavo IP

Classavo retains all right, title, and interest in and to the Services, including all underlying software, source code, designs, content created by Classavo, algorithms, AI models, question banks, derivative works, and trademarks. Institution receives only the limited rights expressly granted in this Agreement.

8.2 Institution Content

Institution and its faculty retain ownership of instructional materials and other content uploaded to the Services. Institution grants Classavo a non-exclusive, worldwide, royalty-free license to host, process, store, transmit, display, and use Institution Data as reasonably necessary to provide the Services during the Subscription Term and as permitted by Exhibit B.

8.3 License to Institution

Classavo grants Institution a non-exclusive, non-transferable license during the Subscription Term to use the Services for Institution's internal educational purposes.

8.4 Feedback

If Institution or its Users provide Classavo with feedback, suggestions, or ideas about the Services, Classavo may use them without restriction or compensation.

8.5 De-identified and Aggregated Data

Classavo may use de-identified and aggregated data derived from use of the Services to evaluate, maintain, and improve the Services, provided that such data cannot reasonably be used to identify any individual or Institution.

9. Confidentiality

9.1 Confidential Information

"Confidential Information" means non-public information disclosed by one Party ("Disclosing Party") to the other ("Receiving Party") that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Confidential Information includes the terms of this Agreement and Order Forms, Institution Data, business plans, technical information, system architecture, security documentation, and pricing.

9.2 Obligations

The Receiving Party will (a) use Confidential Information only as needed to perform under this Agreement, (b) protect Confidential Information with the same care it uses for its own confidential information of similar sensitivity (and at least reasonable care), and (c) not disclose Confidential Information to third parties except to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations at least as protective as those in this Agreement.

9.3 Exclusions

Confidential Information does not include information that (a) was lawfully known to the Receiving Party before disclosure, (b) becomes publicly known through no fault of the Receiving Party, (c) is independently developed without use of the Disclosing Party's Confidential Information, or (d) is rightfully received from a third party without confidentiality obligations.

9.4 Compelled Disclosure

If the Receiving Party is required by law to disclose Confidential Information, it will give the Disclosing Party prompt written notice (where legally permitted) and reasonable cooperation, at the Disclosing Party's expense, in seeking to limit the disclosure.

10. Warranties and Disclaimers

10.1 Mutual Warranties

Each Party warrants that it has the authority to enter into this Agreement and to perform its obligations.

10.2 Classavo Warranties

Classavo warrants that:

• the Services will perform substantially in accordance with Classavo's published documentation during the Subscription Term;

• Classavo has not knowingly introduced malicious code or malware into the Services; and

• Classavo will perform its obligations using personnel with the skills and experience reasonably required.

Institution's exclusive remedy for breach of this warranty is for Classavo to use commercially reasonable efforts to correct the non-conformance or, if Classavo cannot correct it within thirty (30) days, to refund prepaid unused fees for the affected Services.

10.3 Disclaimers

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND CLASSAVO DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY OF AI-GENERATED OUTPUT.

CLASSAVO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT AI-GENERATED OUTPUT WILL BE ACCURATE OR SUITABLE FOR ANY PURPOSE, OR THAT THE SERVICES WILL PREVENT ACADEMIC MISCONDUCT, DATA LOSS, OR THIRD-PARTY OUTAGES.

11. Indemnification

11.1 Classavo IP Indemnity

Classavo will defend Institution against any third-party claim alleging that the Services, as provided by Classavo and used by Institution in accordance with this Agreement, infringe a U.S. patent, copyright, trademark, or trade secret of a third party (an "IP Claim"), and will indemnify Institution against damages and costs (including reasonable attorneys' fees) finally awarded against Institution by a court of competent jurisdiction or agreed in a written settlement signed by Classavo.

This obligation does not apply to claims arising from (a) Institution Data or Institution Content, (b) modifications to the Services not made by Classavo, (c) combinations of the Services with products or services not provided by Classavo, (d) Institution's use of the Services in violation of this Agreement, or (e) Institution's use of the Services after Classavo has notified Institution to discontinue use due to an IP Claim.

If an IP Claim arises or Classavo believes one is likely, Classavo may, at its option and expense: (i) modify the Services to be non-infringing while substantially preserving functionality, (ii) procure for Institution the right to continue using the Services, or (iii) terminate the affected Services and refund prepaid unused fees for the affected Services.

This Section 11.1 states Classavo's sole and exclusive liability, and Institution's sole and exclusive remedy, for IP Claims.

11.2 Institution Indemnity

Institution will defend Classavo against any third-party claim arising from (a) Institution Data or Institution Content, including claims of copyright infringement related to textbooks, PDFs, test banks, or other materials uploaded by Institution's faculty, staff, or students, (b) Institution's or its authorized Users' violation of this Agreement, the Platform Policies, or applicable law, (c) academic or instructional disputes, or (d) Institution's negligence or willful misconduct, and will indemnify Classavo against damages and costs (including reasonable attorneys' fees) finally awarded by a court of competent jurisdiction or agreed in a written settlement signed by Institution. Public institutions may modify or limit their indemnification obligation to the extent required by applicable state law.

11.3 Indemnification Procedure

The indemnified Party will (a) promptly notify the indemnifying Party of the claim, (b) give the indemnifying Party sole control of the defense and settlement, except that the indemnifying Party may not settle any claim without the indemnified Party's prior written consent if the settlement requires the indemnified Party to admit liability or pay any amount, and (c) provide reasonable cooperation at the indemnifying Party's expense.

12. Limitation of Liability

12.1 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOST BUSINESS, OR LOST GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Liability Cap

EXCEPT AS PROVIDED IN SECTION 12.3, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE ACV.

12.3 Enhanced Cap for Privacy and Security Claims

NOTWITHSTANDING SECTION 12.2, CLASSAVO'S TOTAL AGGREGATE LIABILITY FOR CLAIMS ARISING FROM A BREACH OF CONFIDENTIALITY, PRIVACY, OR SECURITY OBLIGATIONS UNDER THIS AGREEMENT OR EXHIBIT B WILL NOT EXCEED ONE AND ONE-HALF (1.5) TIMES THE ACV.

12.4 Exclusions from Cap

The limitations in Sections 12.1, 12.2, and 12.3 do not apply to:

• a Party's obligations under Section 11 (Indemnification);

• a Party's payment obligations;

• a Party's fraud, gross negligence, or willful misconduct;

• liability that cannot be limited under applicable law.

12.5 Essential Purpose

The Parties agree that the limitations in this Section 12 are essential elements of the bargain and apply even if a limited remedy fails of its essential purpose.

13. Insurance

During the Subscription Term, Classavo will maintain commercially reasonable insurance coverage appropriate to the scope and risk of the Services, including commercial general liability, cyber and technology errors and omissions, and workers' compensation as required by applicable law. Specific coverage amounts may be addressed in the applicable Order Form or Institution-specific Addendum. Classavo will provide certificates of insurance upon reasonable request, subject to confidentiality.

14. Platform Policies, Communications, and Publicity

14.1 Incorporation of Platform Policies

The Platform Policies are incorporated by reference and apply to Institution's and its Users' use of the Services. Classavo may update the Platform Policies from time to time to reflect service enhancements or legal requirements. Classavo will provide reasonable notice of material changes that materially affect Institution's rights. If any conflict exists between the Platform Policies and this Agreement, this Agreement controls.

14.2 Use of Institution Name

Classavo may use Institution's name and non-stylized word mark (but not logos, seals, or official insignia) in factual, informational contexts, including customer lists, informational website listings, proposal materials, and investor communications, to identify Institution as a user of the Services. Any use of Institution's logos or identifying marks requires Institution's prior written approval, not to be unreasonably withheld or delayed.

14.3 Use of Classavo Name

Institution may reference Classavo as the provider of the Services in informational, instructional, or internal communications. Use of Classavo logos, trademarks, or branding requires Classavo's prior written consent and compliance with Classavo's brand and design guidelines.

14.4 Optional Joint Communications

The Parties may, by mutual written agreement, participate in optional informational, marketing, or educational communications related to the Services. Neither Party is obligated to participate absent written agreement.

14.5 No Endorsement

Nothing in this Agreement constitutes an endorsement by Institution of Classavo or its products or services.

15. Governing Law and Disputes

This Agreement is governed by the laws of the State of New York, excluding conflict-of-laws rules. Exclusive venue for any dispute is the state or federal courts located in Erie County, New York, and the Parties consent to personal jurisdiction in those courts.

Exception for public institutions. If Institution is a U.S. public institution whose state law requires its contracts to be governed by that state's law, that state's law governs this Agreement and venue lies in that state's courts. Any such state-specific requirements may be addressed in an Institution-specific Addendum to this Agreement.

Before initiating litigation, the Parties will attempt in good faith to resolve any dispute through executive-level negotiation for at least thirty (30) days, except for disputes involving intellectual property, confidentiality, or where injunctive relief is necessary to prevent irreparable harm.

16. General Provisions

16.1 Independent Contractors

The Parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, fiduciary, or employment relationship.

16.2 Notices

All notices under this Agreement must be in writing and are deemed given when (a) delivered personally, (b) sent by email to the address on file with the other Party with confirmation of delivery, or (c) sent by nationally recognized overnight courier. Notices to Classavo: legal@classavo.com, with a copy to 701 Ellicott Street, Buffalo, NY 14203. Notices to Institution: the address and email designated in the Order Form.

16.3 Assignment

Neither Party may assign this Agreement without the other Party's prior written consent, except that Classavo may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, on written notice to Institution.

16.4 Force Majeure

Neither Party is liable for failure or delay in performance (except for payment obligations) due to events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, governmental action, internet or telecommunications failures, denial-of-service attacks, or labor disputes.

16.5 Export Compliance

Each Party will comply with applicable export control and sanctions laws, including OFAC and BIS regulations, in connection with the Services.

16.6 Waiver and Severability

No waiver of any provision is effective unless in writing. A failure to enforce a provision is not a waiver of future enforcement. If any provision is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the Parties' intent.

16.7 Entire Agreement

This Agreement, together with its Exhibits, any Institution-specific Addendum, any Order Form, and the Platform Policies, constitutes the entire agreement between the Parties regarding the Services and supersedes all prior or contemporaneous agreements, proposals, or representations on the same subject.

16.8 Amendment

This Agreement may be amended only by a written instrument signed by both Parties. Classavo may update the Platform Policies as described in those documents; such updates do not amend this Agreement.