MyVoice USER Terms & Conditions
Kadem Education, LLC, a Delaware Limited Liability Corporation (EIN: 83-1534198) with its corporate address located at 2500 Hamlet Drive, Greenville South Carolina 29615 ("Provider") offers access through an annual license to the MyVoice Platform ("Platform"). DEFINITIONS: The term “Software” includes all proprietary software products and associated user interfaces developed and owned by Provider, along with all updates, enhancements, corrections, modifications, derivative works, bug fixes, patches, and customizations. The “Services” include any technical support, maintenance, onboarding, customization, and any consulting provided by the Provider under this Agreement. All services are provided on an "as available" and "as is" basis unless otherwise explicitly stated. All user manuals, online help files, technical documentation, and other written material, whether digital or printed, that are provided by Provider to facilitate use of the Software. A User is an individual who is authorized by Client to access and use the Software pursuant to the terms of this Agreement. The Client is fully responsible for all actions and omissions of its Users. ACCEPTANCE OF TERMS: By accessing or using the Platform, the school or school district (“School”) agrees to comply with and be bound by these Terms and Conditions. If the School does not agree to these Terms, it must not access or use the Platform. LICENSE: Subject to the terms herein, Provider grants Client a limited, non-exclusive, non-transferable, revocable license, without the right to sublicense, to use the Software during the Term for internal business purposes only. Client shall not (i) reverse engineer, decompile, or otherwise attempt to derive source code; (ii) modify, translate, or create derivative works; (iii) copy, distribute, rent, lease, sublicense, or otherwise transfer rights to the Software; (iv) use the Software for high-risk activities, including but not limited to, systems requiring fail-safe performance (e.g., life support or emergency systems); or (v) access the Software to build a competitive product or service. Provider retains all right, title, and interest in and to the Software, including all intellectual property rights therein. No rights are granted to Client except as expressly set forth in this Agreement. Provider reserves the right to audit Client’s use of the Software for compliance purposes upon reasonable written notice. The School System and the number of schools or departments agreed upon, is granted a non-exclusive, non-transferable, revocable license to access and use the Platform solely for educational purposes. The use of the Platform is restricted to faculty, staff, and administrators authorized by the signing School Administrator. The School shall not sublicense, resell, or otherwise commercially exploit the Platform. The School is responsible for maintaining the confidentiality of account credentials and agrees to notify the Provider immediately of any unauthorized use or security breach. The School will ensure all users comply with these Terms. DATA SECURITY, PRIVACY & FERPA COMPLIANCE: The Provider agrees to maintain the confidentiality of any data in accordance with the Family Educational Rights and Privacy Act (FERPA) and other applicable data protection laws. The Platform does not use student data. The School retains ownership of all school data provided to the Platform. Provider implements commercially reasonable administrative, technical, and physical safeguards. Provider makes no representation that such measures will prevent all unauthorized access. Provider shall not be liable for data loss or corruption unless caused by gross negligence or willful misconduct. Upon termination or expiration, Client may request a copy of its data within thirty (30) days. Provider may delete data thereafter without liability. CONFIDENTIALITY & INTELLECTUAL PROPERTY: Both Parties agree to maintain confidentiality of the other Party’s Confidential Information and to use it only in connection with this Agreement. Confidentiality obligations shall survive termination for five (5) years. Confidential Information does not include information that: (a) was lawfully known before disclosure, (b) becomes publicly available through no fault, (c) is independently developed, or (d) is disclosed under a valid court order. All content, software, documentation, and technology provided by the Provider remain the intellectual property of the Provider. The School may not copy, modify, or distribute any part of the Platform without prior written permission. SERVICE AVAILABILITY & SUPPORT: The Provider will make reasonable efforts to ensure the Platform is available 99% of the time, excluding scheduled maintenance. Basic support will be available via email. TERMINATION: Either party may terminate this agreement with [30] days’ written notice. The Provider may suspend access immediately in cases of material breach, security risks, or legal violations. Upon termination, the School may request data export within 30 days. WARRANTIES, DISCLAIMERS, & LIMITATION OF LIABILITY: The Platform is provided "as is." The Provider disclaims all warranties, including merchantability and fitness for a particular purpose. In no event shall the Provider be liable for indirect or consequential damages. Total liability will not exceed the amount paid by the School in the past 12 months. Provider warrants that the Software, as delivered, will materially conform to its Documentation for a period of thirty (30) days after initial delivery. If the Software fails to comply, Client’s sole remedy is for Provider to use commercially reasonable efforts to correct the nonconformity. EXCEPT AS EXPRESSLY PROVIDED, THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND. PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED.
INDEMNIFICATION: Provider shall defend and indemnify Client against third-party claims that the unmodified Software, as delivered, infringes U.S. intellectual property rights, provided Client (a) promptly notifies Provider, (b) allows Provider to control the defense, and (c) cooperates. Provider may, at its sole option, (i) modify the Software, (ii) procure a license, or (iii) terminate this Agreement. Provider shall have no liability for infringement arising from (a) modifications by Client, (b) combination with third-party products, (c) use not in accordance with Documentation, or (d) use after Provider notifies Client to cease. Client agrees to indemnify and hold Provider harmless against any third-party claims, liabilities, or damages arising from (i) Client’s use of the Software, (ii) Client Data, (iii) Client’s violation of applicable law, or (iv) breach of this Agreement. LIMITATION OF LIABILITY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, DATA LOSS, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY. PROVIDER’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT TO PROVIDER IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM.
GOVERNING LAW: These Terms shall be governed by the laws of the State of Delaware without regard to its conflict of law principles. MODIFICATIONS: The Provider reserves the right to update these Terms. Provider may update or modify the Software, Services, or terms at its sole discretion. Such modifications shall not be deemed a breach and may be implemented without prior notice. PROFESSIONAL SERVICES: The Provider may offer optional Professional Services, such as additional training, implementation support, or leadership consulting/coaching. These services are not included with standard Platform access and must be contracted separately under a separate agreement.
ENTIRE AGREEMENT: These Terms, along with the executed Service Agreement, represent the entire agreement between the School and the Provider.
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