SchoolTracs Course Management System Terms of Service (“Agreement”)

Last updated February 27, 2024 

By indicating your acceptance of this Agreement through a signed Order Form or by accessing or using the SchoolTracs Course Management System (the “Service”), you are accepting all terms and conditions set out below. If you do not agree to this Agreement, you may not use the Service.
If you are designated and granted access to the Service on behalf of a Customer (“User”), you must be authorized to sign for and bind such entity in order to accept this Agreement, and you represent and warrant that you have the authority to do so. The rights granted under this Agreement are expressly conditioned upon acceptance by such Users.
The terms of this Agreement constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“Customer”, "you" or “your”) and SchoolTracs Ltd (“SchoolTracs”, "Company", "we", "us", or "our"), concerning your access to and use of the Service, and you agree that this Agreement is enforceable like any written agreement signed by you. This Agreement consists of the terms and conditions set forth below, and any other ancillary documents (e.g. attachments, addenda, exhibits) expressly referenced as part of this Agreement, and any Order Forms that reference this Agreement.
The “Effective Date” of the Agreement is the date which is the earlier of (a) your first access to the Service or (b) the effective date of the first Order Form referencing this Agreement
Modifications to this Agreement. From time to time, SchoolTracs may modify this Agreement. Unless otherwise specified by us, changes become effective for you upon renewal of the then-current Subscription Term or upon the effective date of a new Order Form after the updated version of this Agreement enters into effect.
SchoolTracs will use reasonable efforts to notify you of the changes through communication via your account on the Service, email or other means. You may be required to click to accept or otherwise agree to the modified Agreement before commencing a new monthly service term, and in any event continued use of the Service after any updated version of this Agreement goes into effect will constitute your acceptance of such updated version.
1. Service
1.1 Service Provision and Access. SchoolTracs will make the Service available to you for the Subscription Term solely for use by you and Users, in accordance with this Agreement and the Order Form.
1.1.1 You may permit your Contractors and Affiliates to serve as Users provided that any use of the Service by each such Contractor or Affiliate is solely for your benefit or the benefit of such Affiliate.
1.1.2 You shall be responsible for each User’s compliance with this Agreement, and any acts or omissions by any User shall be deemed to be acts taken by you.
1.1.3 Subject to your compliance with this Agreement, SchoolTracs grants you, your Contractors and/or Affiliates, for the Subscription Term, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes only. “Affiliate” shall mean an entity that, directly or indirectly, owns or controls, is owned or is controlled by, is under common ownership or control of a party, or in the case of the Customer, a franchisee or education institution branch. As used in this definition, “control” means the power to direct the management or affairs of an entity and “ownership” means the beneficial ownership of more than fifty percent (50%) of the voting equity securities or other equivalent voting interests of an entity.
1.1.4 You acknowledge and agree that SchoolTracs may modify, update, or discontinue the Service or any features or functionality of the Service, at any time, without prior notice or liability to you. SchoolTracs will use reasonable efforts to notify you of any material changes to the Service that may affect your use or access. You also acknowledge and agree that SchoolTracs may impose limits on certain features or aspects of the Service, or restrict your access to parts or all of the Service, at any time, without prior notice or liability to you.
1.2 Use Restrictions. You shall not (and shall not permit any third party to):
1.2.1 sell, rent, lease, license, distribute, provide access to, sublicense, or otherwise make available the Service to a third party;
1.2.2 copy, modify, adapt, translate, reverse engineer, decompile, or disassemble any part of the Service or its content, except to the extent expressly permitted by applicable law (and then only upon advance written notice to SchoolTracs);
1.2.3 create derivative works based on the Service or its content;
1.2.4 use the Service or its content in any unlawful, fraudulent, or abusive manner, or in any way that interferes with SchoolTracs or any third party's rights or operations;
1.2.5 access or attempt to access the Service by any means other than the authorized interface provided by SchoolTracs;
1.2.6 use any automated means, such as bots, scripts, or crawlers, to access, monitor, or manipulate the Service or its content;
1.2.7 use the Service or its content to send unsolicited or unauthorized messages, advertisements, or promotions, or to transmit any viruses, malware, or other harmful code or content;
1.2.8 use the Service or its content to infringe or violate any intellectual property, privacy, or other rights of SchoolTracs or any third party;
1.2.9 use the Service or its content to collect, store, or process any personal or sensitive data without obtaining the necessary consents or providing the necessary notifications, and complying with the applicable laws and regulations;
1.2.10 use the Service in violation of the SchoolTracs policies that may be communicated to you from time to time; or
1.2.11 use the Service or its content in any manner that is inconsistent with this Agreement.
1.3 Affiliates. Your Affiliates may purchase the Services from SchoolTracs or an applicable SchoolTracs Affiliate, as applicable, by executing an Order Form which is governed by this Agreement. This will establish a new and separate agreement between your Affiliate and the SchoolTracs entity signing such Order Form.
1.4 Trial Services. If you are using a free trial (“Trial Service”), SchoolTracs makes such Trial Service available to you until the earlier of: (i) the end of the free trial period as communicated by SchoolTracs or specified in an Order; (ii) the start date of any purchased version of the Service; or (iii) written notice of termination from SchoolTracs (“Trial Services Period”). SchoolTracs reserves the right to automatically suspend your subscription to the Service upon the end of the Trail Services Period until you upgrade to a paid subscription. SchoolTracs grants you, during the Trial Services Period, a non-exclusive, non-transferable right to access and use the Trial Service for your internal evaluation purposes subject to the access and use restrictions set forth in this Agreement. You are authorized to use Trial Services only for evaluation and not for any business or productive purposes, unless otherwise authorized by SchoolTracs in writing. Any data you enter into the Trial Service and any configurations made to the Trial Service by or for you during the term of such Trial Service will be permanently lost unless you: (a) purchase a subscription to the Service covered by the Trial Service; or (b) export such data or configurations before the end of such Trial Period. There is no guarantee that features or functions of the Trial Service will be available, or if available will be the same, in the general release of the Service, and you should review the Service features and functions before making a purchase. You assume all risks and all costs associated with its use of the Trial Service. Your sole and exclusive remedy in case of any dissatisfaction or SchoolTracs’ breach of this Agreement with respect to such Trial Service is termination of the Trial Service.
1.5 Compliance with Applicable Laws. SchoolTracs will make available the Service in accordance with its obligations under the laws applicable to SchoolTracs’ provision of such Service to its customers generally, including, without limitation, those related to data privacy and data transfer, without regard to your particular use of the Service and subject to your use of the Service in accordance with this Agreement.
2. Fees and Payment
2.1 You agree to pay SchoolTracs the fees for the Service on the basis specified in the Order Form or as may be otherwise notified to you before the commencement of a new billing cycle ("Fees"). The Fees shall be invoiced to you on a monthly basis.
2.2 Fees do not include taxes. You are responsible for paying all taxes associated with purchases under this Agreement, including without limitation all use or access of the Service by your Users. If SchoolTracs has the legal obligation to pay or collect taxes for which you are responsible under this section, SchoolTracs will invoice you that amount unless you provide SchoolTracs with a valid tax exemption certificate authorized by the appropriate tax authority.
2.3 Except as expressly set forth in this Agreement and to the extent permitted by law, all payment obligations are non-cancelable and Fees are non-refundable.
2.4 You are responsible for providing accurate and complete billing and contact information and updating it as necessary. You authorize SchoolTracs to charge your credit card or other payment method for the fees and any applicable taxes. If your use of the Service is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of cancellation of the Service, subject to immediate payment of any outstanding fees. If your payment is overdue, SchoolTracs may suspend or terminate your access to the Services, and charge you interest at the rate of 1.5% per month or the highest rate permitted by law, whichever is lower, on the outstanding balance
2.5 In the event of any invoicing inaccuracies, SchoolTracs reserves the right to correct such inaccuracies by issuing a supplemental invoice even if payment for the original invoice has already been requested or received.
2.6 No action or proceedings for any overpayment of Fees shall be commenced against SchoolTracs after the expiry of 1 year following the crediting of such fees into SchoolTracs’ bank account.
3. Customer Data
3.1 Rights in Customer Data. As between the parties, you retain all right, title and interest (including any and all intellectual property rights) in and to any data that is uploaded by you or on your behalf for storage or processing in the Service (“Customer Data”) and any modifications made in the course of operation of the Service. Subject to this Agreement, you grant to SchoolTracs and applicable SchoolTracs Affiliates a non-exclusive, worldwide, royalty-free right to process the Customer Data solely to the extent necessary to provide the Service to you, to prevent or address service or technical problems therein, or as may be required by law.
3.2 Use Obligations. Your use of the Service and all Customer Data shall comply with applicable laws, government regulations, and any other legal requirements, including but not limited to, any data localization or data sovereignty laws, regulations, and any other third-party legal requirements applicable to you. You are solely responsible for the accuracy, content and legality of all Customer Data. You warrant that you have and shall have sufficient rights in the Customer Data to grant rights to SchoolTracs under this Agreement and that the processing of Customer Data by SchoolTracs in accordance with this Agreement will not violate any laws or the rights of any third party.
3.3 Data Privacy. The parties shall comply with the DPA.
4.1 SchoolTracs Intellectual Property. Unless otherwise indicated, the Service is owned by SchoolTracs and all right, title and interest (including all patents, copyrights, trademarks, trade secret and other intellectual property rights) in the source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics subsisting in or relating to the Service (collectively, "SchoolTracs IP")) are owned or controlled by us or under licence to us. The SchoolTracs IP is provided in relation to the Service on an "AS IS" basis for your information and personal use only. Except as expressly provided in this Agreement , no right, title or interest in any part of the Service or SchoolTracs IP is granted to you. You shall not copy, reproduce, aggregate, republish, upload, post, publicly display, encode, translate, transmit, distribute, sell, license or otherwise exploit for any commercial purpose whatsoever the Service or SchoolTracs IP without our express prior written permission. SchoolTracs may freely use and incorporate any suggestions, comments or other feedback about the Service voluntarily provided by you or Users into the SchoolTracs IP.
4.2 Usage Data. Notwithstanding anything to the contrary in this Agreement, SchoolTracs may collect and use and process any usage and operations data in connection with your use of the Service (“Usage Data”) to develop, improve support, and operate its products and services. SchoolTracs may not share any Usage Data that includes your Confidential Information with a third party except (a) in accordance with Section 5 (Confidentiality) of this Agreement, or (b) to the extent the Usage Data is aggregated and anonymized such that you and your Users cannot be identified.
4.3 Customer Reference. SchoolTracs may identify you as its customer to other SchoolTracs customers or prospective customers. Without limiting the foregoing, SchoolTracs may use and display your name, logo, trademarks, and service marks on SchoolTracs’ website and in SchoolTracs’ marketing materials in connection with identifying you as a customer of SchoolTracs’. Upon your written request, SchoolTracs’ will promptly remove any such marks from SchoolTracs’ website and, to the extent commercially feasible, SchoolTracs’ marketing materials.
5.1 Each party (as “Receiving Party”) will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to: (a) not use any Confidential Information of the other party (the “Disclosing Party”) for any purpose outside the scope of this Agreement; and (b) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who are bound by obligations of confidentiality to the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. If Receiving Party is required by law, regulation or court order to disclose Confidential Information, then Receiving Party shall, to the extent legally permitted, provide Disclosing Party with advance written notice and cooperate in any effort to obtain confidential treatment of the Confidential Information including, without limitation, the opportunity to seek appropriate administrative or judicial relief. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
6.1 Term. This Agreement is effective as of the Effective Date and will remain in effect through your continued use of the Service, until terminated.
6.2 Termination. You may terminate this Agreement at any time. Such termination will take effect at the end of the current paid Service term. SchoolTracs may without prior notice to you terminate this Agreement in the event of your material breach of this Agreement.
6.3 Effects of Termination/Expiration. Upon termination or expiration of this Agreement, SchoolTracs may immediately deactivate your account, and: (i) you will have no further right to access or use the Service; and (ii) each Party shall return or destroy any tangible Confidential Information of the other Party within its possession or control that is not contained on the Service promptly upon receiving written request from the other Party. Any Customer Data contained on the Service will be deleted within one hundred and eighty (180) days of termination or expiration of this Agreement. You acknowledge that you are responsible for exporting any Customer Data to which you desire continued access to after termination or expiration, and SchoolTracs shall have no liability for your failure to retrieve such Customer Data and no obligation to store or retain any such Customer Data following termination or expiration of the Agreement with you.
6.4 Suspension. In addition to any of its other rights or remedies (including those set forth in this Agreement), SchoolTracs reserves the right to suspend your access to the Service if
6.4.1 any Fees are fourteen (14) days past due;
6.4.2 SchoolTracs deems such suspension necessary as a result of your breach of this Agreement;
6.4.3 If SchoolTracs reasonably determines suspension is necessary to avoid material harm to SchoolTracs or its customers; or
6.4.4 as required by law or at the request of governmental or regulatory entities.
7.1 Limited Service Warranty. During the applicable Subscription Term, SchoolTracs warrants that the Service will perform in substantial conformity with Service features description found on The foregoing warranty is void if the failure of the Service has resulted from negligence, error, or misuse of the Service by you, Users or by anyone other than SchoolTracs. You shall be required to report any breach of warranty to SchoolTracs within a period of thirty (30) days of the date on which the incident giving rise to the claim occurred. SchoolTracs’ sole and exclusive liability, and your sole and exclusive remedy, for breach of these warranties will be for SchoolTracs, at its expense, to use reasonable commercial efforts to correct such nonconformity within thirty (30) days of the date that notice of the breach was provided; and, if SchoolTracs fails to correct the breach within such cure period, you may terminate the Agreement. In such event, SchoolTracs shall provide you with a pro-rata refund of any unused pre-paid fees paid for the period following termination as calculated on a monthly basis for the affected Service. Without derogating from SchoolTracs’ obligations under this Agreement, you warrant that you shall take and maintain appropriate steps within its control to protect the confidentiality, integrity, and security of your Confidential Information and Customer Data, including: (i) operating the Service in accordance with applicable law and; and (ii) dedicating reasonably adequate personnel and resources to implement and maintain security controls (e.g. password control etc.). You will be responsible for the acts and omissions of your Users.
7.2 Compliance with Law. Each Party shall comply with all applicable, laws and regulations in connection with the performance of its obligations and the exercise of its rights under this Agreement.
8.1 Customer Data and Use Indemnity. You shall defend and indemnify SchoolTracs and/or its Affiliates and their officers, directors and employees against any third-party claims, suits and proceedings (including those brought by a government entity), and all directly related losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) resulting from: (i) an alleged infringement or violation by the Customer Data of such third-party’s patent, copyright, trademark, trade secret; or (ii) SchoolTracs use of the Customer Data violating applicable law, provided that such use is in accordance with the terms of this Agreement and with the terms of the DPA.
8.2 Process. Each Party’s defense and indemnification obligations will become effective upon, and are subject to:
8.2.1 the indemnified Party’s prompt notification to the indemnifying Party of any claims in writing; and
8.2.2 the indemnified Party providing the indemnifying Party with full and complete control, authority and information for the defense of the claim, provided that the indemnifying Party will have no authority to enter into any settlement or admission of the indemnified Party’s wrongdoing on behalf of the indemnified Party without the indemnified Party’s prior written consent (not to be unreasonably withheld).
8.2.3 At the indemnifying Party’s request, the indemnified Party shall reasonably cooperate with the indemnifying Party in defending or settling any claim.
9.1 Maximum Liability. Except for liability caused your data infringement indemnity in section 8.1, or your payment obligations herein, in no event will either Party’s maximum aggregate liability arising out of or related to this Agreement, regardless of the cause of action and whether in contract, tort (including negligence), warranty, indemnity or any other legal theory, exceed the total amount paid or payable to SchoolTracs under this Agreement during the twelve (12) month period preceding the date of initial claim.
9.2 No Consequential Damages. Neither Party will have any liability to the other Party for any loss of profits or revenues, loss of goodwill, or for any indirect, special, incidental, consequential or punitive damages arising out of, or in connection with this Agreement, however caused, whether in contract, tort (including negligence), warranty, indemnity or any other legal theory, and whether or not the Party has been advised of the possibility of such damages.
9.3 Construction. This Agreement is not intended to and will not be construed as excluding or limiting any liability which cannot be limited or excluded by applicable law, including liability for:
9.3.1 death or bodily injury caused by a Party’s negligence; or
9.3.2 gross negligence, willful misconduct, or fraud.
10.1 Assignment. This Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns. Neither Party may assign this Agreement without the advance written consent of the other Party, consent not to be unreasonably withheld, except that either Party may assign this Agreement in its entirety in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such Party’s assets or voting securities to such Party’s successor; and SchoolTracs may assign this Agreement in its entirety to a SchoolTracs Affiliate. Each Party shall promptly provide notice of any such assignment. Any attempt to transfer or assign this Agreement except as expressly authorized under this section will be null and void.
10.2 Independent Contractors. Nothing in this Agreement will be construed to imply a joint venture, partnership or principal-agent relationship between SchoolTracs and you, and neither Party will have the right, power or authority to obligate or bind the other in any manner whatsoever.
10.3 Notices. Using the Service, sending us emails, and completing online forms constitute electronic communications.
10.3.1 You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and through the Service, satisfy any legal requirement that such communication be in writing.
10.3.2 You hereby agree to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by us or via the Service.
10.3.3 You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
10.3.4 Notices for SchoolTracs should be sent to:
10.4 Force Majeure. With the exception of your payment obligations , neither Party will be liable to the other Party for any delay or failure to perform which is due to fire, pandemic, virus, epidemic, travel advisories as to health, security and/or terrorism, flood, lockout, transportation delay, war, acts of God, governmental rule or order, strikes or other labor difficulties, or other causes beyond its reasonable control. However, in such event, both Parties will resume performance promptly after the cause of such delay or failure has been removed.
10.5 Dispute Resolution. We wish to address your concerns without going through a formal legal process. Before filing a claim against SchoolTracs, you agree to try to resolve the dispute informally by contacting We will respond to you by email as soon as practicable; however a lack of response shall not be deemed to constitute any acquiescence or waiver. We will try our best to resolve the dispute informally within thirty (30) days. If the dispute is not resolved within such a period, you or SchoolTracs may bring a formal proceeding in accordance with Section 10.6 below.
10.6 Governing Law and Jurisdiction. This Agreement any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter, performance, validity, enforceability or formation shall be governed by and construed in accordance with the laws of Hong Kong, and shall be finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) in accordance with the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Hong Kong, and the arbitration proceedings shall be conducted in the English language. The arbitral tribunal shall consist of one arbitrator. Nothing in this Clause shall preclude us from initiating proceedings or seeking remedies before any court of competent jurisdiction solely for the purposes of obtaining interim or interlocutory remedies or relief in relation to any breach of this Agreement or infringement of our SchoolTracs IP.
10.7 Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Notwithstanding the foregoing, Additional Services may be made available for your use in SchoolTracs’ sole discretion. SchoolTracs may change and update the Service. For clarity, all URL terms expressly referenced here include any updates made to them in the future.
10.8 Severability and Waiver. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision of this Agreement. Should any term or provision of this Agreement be declared void or unenforceable by any court of competent jurisdiction, the Parties intend that a substitute provision will be added to this Agreement that, to the greatest extent possible, achieves the intended commercial result of the original provision. The failure of either Party to enforce any rights granted to it under this Agreement or to take action against the other Party in the event of any breach of this Agreement will not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.