Effective Date: May 28, 2025

Welcome to YaizY’s digital platform with Immersive STEAM pathways for Digital Careers. This Terms of Service (“Terms”) is a legal agreement between 21Skills, Inc., a Delaware corporation doing business as YaizY (“YaizY”, “we”, “us”, or “Company”) and you, the subscribing educational institution and its authorized users (“you” or “Customer”). By accessing or using YaizY’s platform, websites, applications, and services (collectively, the “Services”), you agree to be bound by these Terms. If you are accepting these Terms on behalf of a school, district, or other educational organization, you represent that you have the authority to do so and to bind that organization to these Terms. If you do not agree to these Terms, do not use or access the Services.

These Terms apply to Customer administrators and educators. Student use of the Services is facilitated under the Customer’s direction and is governed by the agreements between YaizY and the Customer (e.g. school or district); students are not addressed directly in this Terms of Service. Please review these Terms carefully. For details on how we collect, use, and protect personal data (including student information), please also review our Privacy Policy, which is incorporated by reference.

1. Definitions

For purposes of these Terms, the following capitalized terms have the meanings below:

• “Customer” or “School” means the public school district, charter school network, private school, or any other educational institution that has entered into an agreement or subscription for YaizY’s Services. The Customer is considered the data controller or owner of Student Data under applicable law and is responsible for ensuring compliance with student privacy laws at the local, state, and federal levels.

• “Authorized User” means any individual authorized by the Customer or by YaizY (with the Customer’s approval) to access and use the Services under the Customer’s account. Authorized Users may include:

  • School administrators or staff responsible for program oversight, student monitoring, or reporting;

  • Teachers employed by the Customer who deliver YaizY courses directly to students;

  • Teachers or instructors provided by YaizY to deliver instruction through live-online classes;

  • Other designated personnel, such as coaches or facilitators, who support student participation in the Services.

Authorized Users may access the Services solely for the Customer’s educational purposes and must comply with these Terms.

• “Client Program Leader” means a designated staff member appointed by the Customer to oversee the implementation of YaizY programs and serve as the primary point of contact for coordination with YaizY.

• “Client Learning Coach” means an on-site staff member assigned by the Customer to provide classroom support, assist students, and facilitate communication between students and instructors (whether YaizY-employed or school-employed).

• “Student Data” means personally identifiable information (PII) of student users, or other information directly related to an identifiable student, that is provided to YaizY by the Customer or its Authorized Users, or collected through student use of the Services. Student Data is a subset of Customer Data and is considered confidential under applicable laws, including FERPA, COPPA, and other federal and state student privacy statutes. Student Data does not include aggregated or de-identified data that cannot reasonably be used to identify an individual student.

• “Services” or “Platform” means the full suite of educational products and services provided by YaizY to the Customer pursuant to an agreement. This includes but not limited to access to YaizY’s proprietary digital learning platform, instructional and curriculum materials, and delivery of courses through live-online, self-paced, or school-led models. The Services also encompass course implementation support, instructional delivery by YaizY-employed or Customer-employed educators, educator and administrator dashboards, progress tracking and reporting tools, technical support, training, and onboarding for Customer personnel. Additionally, the Services include any third-party integrations, applications, or tools enabled as part of the YaizY offering.

• “Third-Party Services” means independent third-party platforms, tools, or providers that may interoperate or integrate with the Services to deliver specific functionality. This includes, but is not limited to:

  • Agora (for live audio/video communication);

  • Typeform (for surveys and interactive forms);

  • Google Single Sign-On (SSO) (for user authentication);

  • Learning management system (LMS) integrations via LTI 1.3 (e.g., Canvas);

  • Google Classroom integrations; and

  • Custom API connections between the Customer’s systems and YaizY.

• “Privacy Policy” means YaizY’s separate privacy notice that describes in detail the Company’s data collection, use, sharing, and protection practices. The Privacy Policy is available on YaizY’s website and is incorporated into these Terms by reference.

Any other capitalized terms used in these Terms shall have the meanings given to them in context.

2. About YaizY

YaizY is the operating name of 21Skills, Inc., a Delaware corporation that develops and delivers career-connected educational experiences for K-12 students. We specialize in digital career pathways aligned to major industry clusters, offering a wide range of standards-aligned, credit-bearing courses in fields such as computer science, AI, game design, and more.

Our proprietary learning platform combines interactive instructional content, live-online and self-paced learning options, and real-time analytics. We work with school districts, charter networks, and private schools to integrate these offerings into the academic calendar, afterschool, or summer programs.

YaizY’s instructional model is built for flexibility: courses can be configured as semester-long, year-long, or intensive summer sessions. They can be delivered by YaizY instructors, school-employed teachers, or taken independently by students as self-paced modules. All implementations are supported by structured onboarding, optional integrations with district LMS systems, and ongoing educator support.

3. Services Provided

YaizY provides the Customer with access to its proprietary digital learning platform and a range of related services as specified in the applicable agreement between the parties. The scope of Services may vary based on the Customer’s program configuration and contractual terms, and may include, but is not limited to, the following:

• Access to the Platform to Client's Authorized Users. Student accounts feature Courses materials, dashboard for lessons, assignment submission, progress and feedback tracking.

• Courses (provided through the Platform) based on the Program agreed between YaizY and Customer.

• Course support: grading within a week, individual feedback provided, grades and progress available on YaizY platform, bi-weekly grade reports provided to schools.

• Provision of necessary access to course external tools (licenses, credentials, etc.).

• Implementation and customization for commercially reasonable interoperability with Client's systems.

• Technical customer support for Client and its Authorized Users available for technical queries, and accessible via YaizY platform.

• Training and onboarding, and continued guidance during the Term, on use of YaizY Platform and Services to Client Personnel involved in the Course facilitation.

4. Flexible Course Delivery

YaizY offers flexible instructional models to meet varied school needs. Courses may be configured as year-long, semester-based, afterschool, or summer programs, and may be delivered through:

• Live-online instruction by YaizY-employed teachers,

• In-class delivery by Customer-employed teachers,

• Self-paced online modules.

Format details, including number of sessions per week, instructor-led vs. workshop sessions, group size, and class duration, are determined collaboratively with the Customer during program setup and are outlined in the applicable Order Form or Statement of Work.

5. Customer Responsibilities

The Customer agrees to fulfill reasonable responsibilities necessary to support the effective implementation of the Services, as determined by the specific program configuration and terms of the applicable agreement. These responsibilities may include, but are not limited to, the following:

• Provide accurate and timely student roster data and updates;

• Assign appropriate personnel (e.g., Learning Coach, Program Leader) to support implementation and student engagement;

• Ensure the completion of required student and staff feedback surveys;

• Communicate any special program requirements (e.g., scheduling, pacing) at least two months in advance of course start;

• Promote the courses internally to maximize student participation;

• Monitor student progress and intervene where necessary to support success.

6. Access and Use of Services

6.1 Account Registration and Authorized Use

Institutional Access: Access to YaizY’s Services is provided through institutional accounts pursuant to a signed agreement with the Customer (e.g., school, district, or network). YaizY will provision access in accordance with the scope and volume defined in the contract. This includes creating accounts for authorized administrators, instructors (whether employed by the Customer or YaizY), and students.

Account Creation for Authorized Users: YaizY will provide account credentials or enable integration mechanisms for Authorized Users (such as school administrators, teachers, and coaches) as arranged with the Customer. Authorized Users may access the Services via unique login credentials or via Single Sign-On (e.g., Google SSO), if enabled by the Customer. You agree that any information you provide during setup will be accurate and up-to-date, and you are responsible for keeping your credentials secure.

Student Access: After execution of a Customer agreement, YaizY will provide student access to the Services according to the contract terms. Student accounts may be provisioned through one or more of the following methods, depending on the Customer’s preference and technical setup:

• Direct credentials issued by YaizY (username/password login);

• Sign-up links sent to students for onboarding into specific courses or classes;

• Google Single Sign-On (SSO) for schools using Google Workspace for Education;

• Learning Management System (LMS) integrations such as:

  • Google Classroom (roster sync and SSO);

  • Canvas via LTI 1.3 (roster and gradebook sync);

  • Custom API integrations with the Customer’s internal systems.

Student access is created and governed under the Customer’s direction, and the number of student licenses or accounts will match the scope of the agreement between YaizY and the Customer.

Account Responsibility: Each user is responsible for maintaining the confidentiality and security of their login credentials. Accounts must not be shared with unauthorized persons. Any suspected unauthorized use or breach must be reported immediately to the Customer’s administrator and YaizY. Users are responsible for all activities under their credentials resulting from failure to protect their login information. YaizY may implement additional security measures (such as multi-factor authentication) to ensure account integrity.

Authorized Users Only: You agree to access the Services only in your capacity as an Authorized User of a Customer. Students may not create accounts directly with YaizY. All student access must be provisioned by YaizY under the Customer’s instruction. If you are an educator or administrator, you represent that your use of the Services is within the scope of your employment or official role with the Customer. The Customer is responsible for obtaining any required parental consents under applicable law (e.g., COPPA, FERPA, etc.) prior to enabling student access.

6.2 License Grant and Scope

Subject to your compliance with these Terms and any applicable agreement between YaizY and the Customer, YaizY grants the Customer and its Authorized Users a limited, non-exclusive, non-transferable, revocable license to access and use the Services during the term of Customer’s subscription or contract. This license is for the sole purpose of enabling you to use the Services for the Customer’s internal educational use, in accordance with all applicable laws and regulations and the limitations set forth in these Terms. No other use of the Services is permitted. You obtain no ownership rights in the Services or any content provided by YaizY, and YaizY and its licensors reserve all rights not expressly granted in these Terms.

Except as expressly allowed by these Terms or by law, you shall not: 

1. copy, download, reproduce, republish, or create derivative works from the Services or any content available through the Services (other than caching necessary for personal use or as explicitly enabled by a Service feature); 

2. modify, translate, or alter the Services or any content therein; 

3. reverse engineer, decompile, or attempt to discover the source code or underlying trade secrets of the Services (except to the limited extent such restriction is prohibited by law); 

4. rent, lease, sell, assign, sublicense, or commercially exploit the Services or any part thereof; or 

5. use the Services for the benefit of anyone other than the Customer or for any commercial purpose outside the scope of the educational mission of the Customer.

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6.3 Service Updates and Availability

YaizY may periodically update the Services (for example, by adding or removing features, enhancing security or improving functionality). Updates may be provided automatically. YaizY will use reasonable efforts to schedule maintenance times to minimize disruption to Customers. You acknowledge that from time to time the Services or certain features may be temporarily unavailable due to scheduled maintenance, updates, or unplanned outages. YaizY does not guarantee 100% uptime, but will make commercially reasonable efforts to ensure the availability and reliability of the Services. Educators and administrators should plan accordingly and have backup plans for critical activities in case of Service downtime.

YaizY reserves the right to modify or discontinue any part of the Services at any time, and will endeavor to provide advance notice to Customers of any material changes or discontinuation when feasible. Your continued use of the Services after a modification constitutes acceptance of those changes. If you do not agree to material changes, you should stop using the Services.

7. Technical and Equipment Requirements

The Customer shall ensure that each participating student has access to:

• An individual internet-enabled laptop or desktop computer;

• A functional headset;

• A stable internet connection suitable for video streaming and platform use.

YaizY is not responsible for performance issues arising from inadequate equipment or connectivity.

8. Acceptable Use Policy

To maintain a safe and secure learning environment, all users must adhere to the following Acceptable Use Policy. You agree that you will not, and will not permit any other person to, use the Services in any manner that:

• Violates any law or regulation, or the rights of others: You may not use the Services for any purpose that is unlawful or prohibited by these Terms. You agree not to upload, post, transmit, or otherwise share any content that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or otherwise objectionable (including content that promotes racism, bigotry, hatred or physical harm of any kind). This includes refraining from any conduct that would violate the civil rights of students or others, or that would violate anti-discrimination laws.

• Infringes intellectual property or privacy rights: You will not upload or transmit any content or materials that you do not have a right to make available under any law or under contractual or fiduciary relationships. In particular, you must not upload or share any content that infringes or misappropriates any patent, copyright, trademark, trade secret, or other proprietary rights of any party. You also shall not improperly disclose any personal information of others (students, colleagues, etc.) in violation of privacy rights or laws.

• Contains malware or disrupts the Service: You may not introduce or transmit any viruses, worms, Trojan horses, corrupted files, or other malicious code or software intended to interrupt, damage, or limit the functionality of any computer software, hardware, network or telecommunications equipment. Similarly, you must not use the Services in a manner that could damage, disable, overburden, or impair any YaizY server or the networks connected to YaizY’s systems, or interfere with any other party’s use and enjoyment of the Services. This prohibition includes no hacking, penetration testing, or unauthorized access of the Service, and no interference with or disruption of any servers or networks connected to the Service.

• Circumvents security or access controls: You shall not attempt to gain unauthorized access to any portion of the Services, or any other systems or networks connected to the Services, by hacking, password “mining” or any other illegitimate means. You will not misrepresent your identity or impersonate any other person or entity, particularly an Authorized User, another student, or a YaizY employee, to gain access to the Services or restricted areas. Sharing another user’s content or data without authorization, or accessing data not intended for you, is strictly prohibited.

• Abuses communication features: If the Services include any communication features (such as forums, chat, virtual classrooms, or messaging), you agree to use them for legitimate educational purposes. You will not use these features to bully, harass, or send offensive communications to any student or user. You will not spam others with unsolicited messages or advertisements, and you will adhere to any guidelines provided by YaizY or the Customer for appropriate online conduct.

YaizY may monitor usage and content on the Services to ensure compliance with this Acceptable Use Policy and may remove or disable any content or accounts that violate these Terms or applicable law. Violation of this Acceptable Use Policy may result in suspension or termination of your access as described in Section 15 below, and may also expose you to legal liability. YaizY reserves the right (but has no obligation) to take appropriate action against any user for violating the Acceptable Use Policy or any other provision of these Terms.

9. Intellectual Property Rights

9.1 Ownership of YaizY Materials

All content, curriculum, software, technology, documentation, and other materials available on or through the Services (collectively, the “YaizY Content”) are owned by or licensed to YaizY and are protected by intellectual property laws and treaties. This includes, without limitation, the text, lessons, images, graphics, logos, videos, interactive features, software code, and the compilation and arrangement of such content. YaizY (and its licensors, where applicable) retain all right, title, and interest in and to the Services and YaizY Content, including all associated intellectual property rights. Nothing in these Terms shall be construed to transfer any intellectual property rights to the Customer or any user. You agree not to remove, obscure, or alter any copyright, trademark, or other proprietary rights notices on any YaizY Content.

The name, trademarks, service marks, and logos of YaizY (“YaizY Marks”) are the property of YaizY. We grant you a limited right to use the YaizY Marks only as needed to identify yourself as a user of the Services (for example, you may display the YaizY name or logo in an approved manner on class materials to indicate use of the platform). You may not remove or alter any YaizY Marks on the Services. Any goodwill arising from use of YaizY Marks inures to the benefit of YaizY. All other trademarks or logos appearing in the Services (for example, those of partner schools or integrated Third-Party Services) are the property of their respective owners.

9.2 Customer and User Content

YaizY does not claim ownership of any original content or data that you, the Customer, or your Authorized Users upload, submit, or otherwise provide to the Services (“Customer Content”). Customer Content may include, for example, files or information a teacher uploads to the platform, assignments or responses created by educators or students, or other data entered into the system. You retain all rights and ownership of your Customer Content. By providing Customer Content to the Services, you grant YaizY a limited, non-exclusive license to use, store, reproduce, modify (e.g., for technical format), and display that content solely for the purpose of operating and improving the Services or as otherwise authorized by the Customer. We will not use Customer Content for any purpose outside the scope of these Terms or our Privacy Policy without your consent.

Please ensure that you have all necessary rights and permissions before submitting any Customer Content to the Services. You are solely responsible for Customer Content that you or your users provide. This means, for example, that you must not upload anything that violates others’ rights, and you should not include sensitive information in the Services except as needed for educational use. YaizY is not responsible for any Customer Content that is provided through the Services, except for our obligations to safeguard Student Data as described in the Privacy Policy.

9.3 Feedback

We welcome input from educators and administrators on how to improve our Services. If you or any user submits comments, suggestions, or feedback regarding the Services (“Feedback”), you grant YaizY a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such Feedback into YaizY’s products and services without any obligation to you. Feedback is optional, and we may use it without restriction for any purpose, including product improvements or marketing, without attribution or compensation to the party providing the Feedback. Please do not provide Feedback that you consider confidential or proprietary, as we are not under any obligation to keep Feedback confidential.

10. Third-Party Services and Integrations

YaizY’s platform is designed to interoperate with a number of Third-Party Services to enhance the educational experience and integrate with school systems. Examples of integrations include:

• Agora: Enables real-time audio and video communication within YaizY’s platform (for virtual classrooms, webinars, etc.).

• Typeform: Enables interactive forms, surveys, or quizzes embedded within the YaizY curriculum for student engagement or feedback collection.

• Google Single Sign-On (SSO): Allows users to authenticate into YaizY using their Google Workspace for Education accounts, simplifying login and user management for schools that use Google accounts.

• Learning Management System (LMS) Integrations: YaizY supports integration with school LMS platforms to simplify student onboarding and access. Specifically:

  • Google Classroom: YaizY supports roster synchronization and Single Sign-On (SSO) for schools using Google Classroom. This enables students and teachers to access the platform using their existing Google credentials and ensures that class rosters remain aligned.

  • LTI 1.3: YaizY integrates with Canvas using the Learning Tools Interoperability (LTI) 1.3 standard. This allows for streamlined access through SSO and automated roster provisioning. At this time, LTI integration does not include grade or progress sync.

  • Custom API Integrations: YaizY may offer APIs or custom integration support to connect with other school systems (e.g., Student Information Systems, data dashboards, or other third-party applications) as needed by the Customer. These integrations often involve data exchange under the control of the Customer’s IT staff or YaizY’s support team.

While we carefully select and configure these Third-Party Services to support the platform, YaizY does not own or control Third-Party Services. Each third-party tool is governed by its own terms of service and privacy policy. By enabling or using a Third-Party Service in conjunction with YaizY, you agree that: (a) YaizY may share certain data with the Third-Party Service as necessary to enable the integration or functionality (for example, sending a student’s first name and email to Canvas to sync an account), and (b) your use of Third-Party Services is subject to the third party’s terms and policies, not just these Terms. We encourage Customers to review any Third-Party Service’s terms and privacy commitments before use.

YaizY is not responsible or liable for the content, data handling, or practices of Third-Party Services that are not operated by YaizY. However, when we contract with a third-party provider to deliver a feature on our behalf (such as using Agora to deliver a video stream within our app), we will ensure through our agreements that such providers are bound to protect Student Data to standards consistent with our own policies and applicable law. We will not share Student Data with any third-party except as needed to provide the Services and as permitted by our Privacy Policy and by law.

If a Third-Party Service integrated with YaizY suffers an outage or security incident, YaizY will take appropriate steps to disable the integration if needed and to notify Customers if any Customer Data was affected. Use of Third-Party integrations is optional; if a Customer prefers not to use them, alternate methods (like manual processes) may be available for certain functions.

Important: Any data that you choose to transfer to a Third-Party Service via our integrations (or via our API at your request) is at your direction. For example, if you configure YaizY to send data to a district’s own database through an API, the data handling by that external database is the responsibility of the Customer. YaizY will provide reasonable support for secure API usage (such as API keys and documentation) and will take precautions to transmit data securely, but the Customer is responsible for maintaining the security of any systems on their side of an integration.

11. Accessibility

YaizY is dedicated to providing an accessible and inclusive learning platform for all users, including individuals with disabilities. We strive to ensure that our Services conform to widely recognized accessibility standards and are usable by people with a diverse range of hearing, movement, sight, and cognitive abilities. In particular, YaizY’s goal is to substantially meet the Web Content Accessibility Guidelines (WCAG) 2.2 Level AA and to comply with the Americans with Disabilities Act (ADA) and Section 508 of the Rehabilitation Act as applicable to our role. We periodically test our platform for accessibility and work with experts and educators to improve usability.

While we believe the Services are largely accessible, we recognize that needs may vary. If you encounter any accessibility barriers or have suggestions for improvement, please contact us at hello@yaizy.io. YaizY will take reasonable steps to address accessibility issues promptly. 

Continuous Improvement: Accessibility is an ongoing effort; as standards evolve or new assistive technologies emerge, YaizY will strive to update the Services to maintain compliance and usability. Company will take reasonable steps to ensure the Services meet common industry standards for accessibility and materially comply with ADA requirements. Our commitment is that no qualified student or educator should be prevented from using YaizY on the basis of a disability.

We encourage feedback from our school partners on the accessibility of any integrated features so we can work with providers to resolve issues.

12. Warranties and Disclaimers

12.1 YaizY’s Warranties

YaizY warrants that it has the legal power and authority to enter into these Terms and that it will provide the Services in a professional and workmanlike manner, consistent with general industry standards reasonably applicable to the provision of similar services. We also warrant that the Services, when used in accordance with the documentation and these Terms, will materially perform as described. If Customer identifies a significant error or deviation, YaizY will use commercially reasonable efforts to correct it.

12.2 Disclaimers

Except as expressly provided above, the Services and all YaizY Content are provided “AS IS” and “AS AVAILABLE” without warranty of any kind. YaizY disclaims all other warranties and conditions, express or implied, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade. We do not guarantee that the Services will meet all of your requirements, or that operation of the Services will be uninterrupted, virus-free, secure, or error-free.

You understand that educational outcomes are not guaranteed; the Services are tools to assist educators and students, but success may depend on many factors outside our control. YaizY makes no representation or warranty that students will achieve any particular outcome or skill level by using the Services. The content provided is believed to be accurate and up-to-date, but we do not warrant the completeness or accuracy of any information or content within the curriculum at all times. Educators should verify important information independently.

YaizY does not warrant that the Services will be compatible with every device or system environment. No oral or written information or advice given by YaizY, its representatives, or any reseller shall create any warranty not expressly stated in these Terms. Customers and users assume full responsibility for implementation of any advice or suggestions provided through support services.

Some jurisdictions do not allow the exclusion of or limitations on certain warranties, so the above disclaimers may not fully apply to you. In such cases, YaizY’s warranties will be limited to the maximum extent permitted by applicable law. However, we do not disclaim any warranty or condition to the extent it cannot be disclaimed under law. If you are a school or district in a state that by law imposes certain warranties, those statutory warranties will apply only to the extent required by law.

13. Indemnification

You agree to indemnify, defend and hold harmless us and our related entities, affiliates, and our and their respective officers, agents, and employees, harmless from and against any and all claims demands (actual, special, and consequential) of every kind and nature, known and unknown, including reasonable legal fees, made by any third party due to or arising out of your breach of these terms or your breach of any law or the right of the third party.

14. Limitation of Liability

EXCEPT AS PROHIBITED BY LAW, YOU WILL HOLD US AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER, IT ARISES (INCLUDING ATTORNEYS' FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THIS AGREEMENT AND ANY VIOLATION BY YOU OF ANY LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF COMPANY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT AS PROHIBITED BY LAW, IF THERE IS LIABILITY FOUND ON THE PART OF THE COMPANY, IT WILL BE LIMITED TO THE AMOUNT PAID FOR THE PRODUCTS AND/OR SERVICES, AND UNDER NO CIRCUMSTANCES WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, SO THE PRIOR LIMATION OR EXCLUSION MAY NOT APPLY TO YOU.

15. Termination

15.1 Term and Termination by Customer

The term of Customer’s access to the Services is defined by the subscription period or contract term agreed between YaizY and the Customer (for example, as set forth in an order form or agreement). The Customer may terminate these Terms and its access to the Services if YaizY materially breaches any obligation under these Terms and fails to cure the breach within a reasonable period (not less than 30 days) after receiving written notice from the Customer describing the breach. Additionally, a Customer may terminate for convenience (without cause) by providing written notice to YaizY, but in such case no refund of prepaid fees will be provided unless required by law or expressly stated in a separate agreement.

15.2 Suspension or Termination by YaizY

YaizY reserves the right to suspend or terminate an Authorized User’s access, or terminate the Customer’s entire account, in the following circumstances: (a) immediately, if we reasonably determine that a user has breached the Acceptable Use Policy in a manner that endangers students or the security of the system (for example, posting harmful content or attempting to hack the system); (b) upon notice to the Customer if any breach of these Terms by Customer or its users is not cured within 30 days of YaizY’s notice (or such shorter period as may be reasonable if the breach is causing ongoing harm); or (c) the Customer fails to pay any invoiced amounts when due (if applicable), after being provided a reasonable grace period and notice of delinquency according to our agreement. In addition, YaizY may suspend access on a temporary basis during investigation of suspected misuse. We will make good faith efforts to notify the Customer and work with the Customer to resolve issues prior to any suspension or termination when practicable.

Furthermore, YaizY may terminate these Terms and cease providing the Services to Customer if required to do so by law (for example, if providing the Service becomes unlawful) or if we discontinue the Service entirely. In such event, we will provide as much prior notice as reasonably possible, and if termination is not due to Customer’s breach, we will refund any prepaid fees on a prorated basis for the remaining term.

15.3 Effect of Termination

Upon termination or expiration of the Customer’s access to the Services for any reason, all rights and licenses granted to you under these Terms will immediately terminate. Customer and its users must cease all use of the Services, and any access credentials (usernames, passwords, API keys) will be deactivated. Each party will return or, if instructed, destroy the other party’s Confidential Information in its possession (subject to the data retention/extraction provisions below for Customer Data).

Data Extraction and Deletion: As described in Privacy Policy, the Customer has the right to obtain a copy of Student Data or other Customer Data upon termination. YaizY will, upon Customer’s request, provide data exports in a commonly used format (or otherwise make data available for retrieval) for a period of up to 30 days following termination. After such period, YaizY will proceed with deletion of Customer’s data as outlined in the Privacy Policy, unless legally prohibited. We strongly encourage Customers to download any needed records during the service term or the designated retrieval period. YaizY is not obligated to retain Customer Data (especially Student Data) beyond the contract term, except to the extent required by law; any retention will be in accordance with our data retention policy and Privacy Policy.

Surviving Provisions: The termination of these Terms will not affect those provisions which by their nature are intended to survive, including but not limited to: Intellectual Property Rights, Data Security & Privacy (to the extent relating to our ongoing obligations to protect data or delete it), Warranties & Disclaimers, Indemnification, Limitation of Liability, Effect of Termination, Governing Law and Dispute Resolution, and Miscellaneous.

16. Governing Law and Dispute Resolution

16.1. These Terms shall be governed and construed in accordance with the laws of the State of Delaware without regard to its conflict of law provisions.

16.2. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

16.3. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.

16.4. These Terms constitute the entire agreement between us regarding our Service and supersede and replace any prior agreements we might have had between us regarding Service.

16.5. Each party irrevocably agrees that the courts of the State of Delaware shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

16.6. Notwithstanding the specified agreement on jurisdiction, you and the Company shall, if any dispute arises, attempt to settle it by mutual negotiations.

16.7. You agree to first try to resolve the dispute informally by contacting the Company.

17. Miscellaneous

17.1 Entire Agreement; Precedence

These Terms of Service, together with the Privacy Policy and any other policies or documents expressly incorporated by reference, constitute the entire agreement between YaizY and Customer regarding the use of the Services, and supersede all prior or contemporaneous communications, understandings, or agreements (whether oral or written) relating to the subject matter hereof, except that any separate written agreement (such as a Master Service Agreement, Purchase Order terms, or Data Privacy Addendum) signed by both YaizY and Customer will take precedence over these Terms to the extent of any conflict. In other words, if your school or district has negotiated a signed contract with YaizY, and any provision of that contract differs from these online Terms, the signed contract provision will govern for that Customer. For any matters not expressly addressed in the signed contract, these Terms will apply.

17.2 Amendments and Changes to Terms

YaizY may update or modify these Terms from time to time. If we make material changes, we will notify Customers by email or via an in-Service alert, and an updated version of the Terms will be posted on our website with a new effective date. It is the Customer’s responsibility to review the Terms periodically. Continued use of the Services after updated Terms have been posted (and become effective) constitutes acceptance of the revised Terms. However, if a Customer has a separate written agreement with YaizY, changes to these online Terms will not take effect for that Customer until either the written agreement is amended or upon renewal of the term (unless the change is required by law, in which case it may take effect sooner with notice). If you do not agree with any changes to the Terms, you must stop using the Services and, if applicable, terminate your agreement as described herein.

No amendment to these Terms by Customer is valid unless in writing and signed by an authorized representative of YaizY. Emails or communications not specifically acknowledged by YaizY as amendments shall not constitute modifications or overrides of these Terms.

17.3 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible and the remaining provisions of these Terms will remain in full force and effect. The parties will, in good faith, negotiate a valid and enforceable provision substituting the invalid provision, reflecting the intent of the original provision as closely as possible.

17.4 Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or of any other term, and a party’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the party granting the waiver to be effective.

17.5 Relationship of Parties

The parties are independent contractors, and nothing in these Terms shall be construed to create a partnership, joint venture, fiduciary, franchise, or agency relationship between YaizY and the Customer. Neither party is an agent of the other or has the authority to bind the other to any third party, except as expressly set forth in these Terms. In providing the Services, YaizY is acting as a service provider to the Customer and (with respect to Student Data) as a “school official” under FERPA, but YaizY is not a school or educational institution and does not take on the legal responsibilities of a school to its students beyond the contractual commitments expressly set forth.

17.6 Notices

YaizY may provide notices to you (including legal notices) by email to the designated contact(s) on your account, by postal mail to your institution’s address on record, by in-Service notification, or by any other legally permissible manner. It is your responsibility to keep your contact information current. Notices from you to YaizY should be sent to: YaizY, Inc., 2261 Market Street, San Francisco, CA 94114, with a copy emailed to hello@yaizy.com. Notices are deemed given (a) if by email, when the email is sent (provided no bounce-back is received); (b) if by courier or mail, upon receipt as indicated by delivery confirmation or postal records; or (c) if by posting in-Service or on our website, upon your login to the Service or viewing of the website.

17.7 Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations (except payment obligations) if such delay or failure arises out of causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil disorder, pandemic, strikes or labor disputes, electrical or telecommunication outages, utility failures, embargoes, or government orders. The party affected by such event shall promptly notify the other and make reasonable efforts to resume performance as soon as possible. If a force majeure event continues for an extended period (e.g., more than 60 days), either party may have the right to terminate the affected Services upon written notice.

17.11 Contact and Customer Service

YaizY is committed to supporting our school partners. If you have any questions about these Terms or the Services, or if you need support, please contact our Customer Success team at hello@yaizy.io. For legal inquiries or notices, please use the contact information provided in the Notices section above. We will endeavor to respond promptly to all inquiries.

By using or continuing to use YaizY’s Services, you affirm that you have read, understood, and agree to these Terms of Service. If you are an administrator, you further acknowledge that you have the authority to bind your institution to these Terms.

Thank you for partnering with YaizY to empower students in their career and technical education journey. We are dedicated to maintaining your trust through our strong commitment to privacy, security, and compliance.