Instructors Terms of Service

Company: Ascension Education Incorporated (d/b/a "Blended Teaching"), 3423 Piedmont Rd NE, Atlanta, GA 30305, EIN: 612009659

Welcome, and thank you for your interest in Ascension Education Incorporated (also referred to as "Blended Teaching", "we", "us", "our" or the "Company"), which operates the website located at https://blended-teaching.com ("Website"), and any products and services that we may provide now or in the future (collectively, the "Services"). These Instructor Terms of Service and Use are a legal contract between you ("you" and "your"), as an instructor user of the Services, and us regarding your use of the Services.

PLEASE READ THE FOLLOWING TERMS OF SERVICE AND USE CAREFULLY. BY CREATING OR REGISTERING FOR A BLENDED TEACHING INSTRUCTOR ACCOUNT, OR ACCESSING, BROWSING, OR USING THE WEBSITE OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING ANY EXHIBITS AND BLENDED TEACHING'S PRIVACY POLICY (COLLECTIVELY, THE "TERMS").

PLEASE NOTE THAT THESE TERMS INCLUDE A BINDING ARBITRATION PROVISION, INCLUDING A CLASS ACTION WAIVER. BY AGREEING TO BINDING ARBITRATION, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, YOU WAIVE YOUR RIGHT TO LITIGATE DISPUTES THROUGH A COURT AND TO HAVE A JUDGE OR JURY DECIDE YOUR CASE.

1.1 "Access Credentials" means any User's name, email address, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify an individual's identity and authorization to access and use the Website and/or Services.

1.2 "Affiliate" means any other entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term "control" means the direct or indirect power to direct or cause the direction of the management and policies of an entity, whether through the ownership of more than twenty-five percent (25%) of the voting securities of an entity, or by contract.

1.3 "Free Features" means the features, tools, and functionality of the Services that Blended Teaching makes available to Instructor Users at no charge, as designated by Blended Teaching from time to time.

1.4 "Premium Features" means the features, tools, and functionality of the Services that Blended Teaching makes available to Instructor Users on a paid or conditional basis, as designated by Blended Teaching from time to time.

1.5 "Active Student Adoption" means the condition where a minimum of five (5) students enrolled in your course have active, paid access licenses to the Course Materials you have designated for that course through the Blended Teaching platform.

1.6 "Aggregated Statistics" means data and information related to your use of the Website and Services that is used by us in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Website and Services, and including for the purpose of training and improving artificial intelligence and machine learning models used to power the Services.

1.7 "AI Providers" means third-party artificial intelligence service providers, which may include OpenAI, Anthropic, and others, whose services are used to power features within the platform. A current list of AI Providers is maintained in our Privacy Policy.

1.8 "AI Training Use" has the meaning set forth in Section 6.2.1.

1.9 "Blended Teaching" means Ascension Education Inc., a Delaware corporation, EIN: 612009659, with a principal place of business at: Blended Teaching, 3423 Piedmont Rd NE, Atlanta, GA 30305.

1.10 "Blended Teaching Materials" means (a) the name, logo, and domain name of Blended Teaching, the product names associated with the Website and Services, and other trademarks; (b) the specifications, Documentation, simulations, certain audio and visual information, documents, software, and other works of authorship; and (c) any and all other information, data, documents, materials, works, other content, software, devices, hardware, products, processes, methods, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions, and other tangible or intangible technical material or information that are provided or used by Blended Teaching in connection with the Services. For the avoidance of doubt, Blended Teaching Materials include Aggregated Statistics but do not include Instructor Content or User Data.

1.11 "Documentation" means Blended Teaching's user manuals, handbooks, and guides relating to your use of the Services provided by us to you either electronically or in hard copy form.

1.12 "Harmful Code" means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code.

1.13 "Instructor" or "you" means an individual who registers for or accesses the Services in a teaching, faculty, or academic professional capacity.

1.14 "Instructor Content" means any content, materials, documents, videos, quiz questions, course structures, syllabi, or other materials that you upload, submit, create, or otherwise make available through the Services. Instructor Content does not include Blended Teaching Materials.

1.15 "Privacy Policy" means the Blended Teaching Privacy Policy, available at https://blended-teaching.com/privacy-policy.

1.16 "Student Data" means personally identifiable information and education records relating to your enrolled students that are accessible to you through the Services, including quiz performance, engagement data, and progress information.

1.17 "User Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from you by or through the Website and Services.

1.18 "User Systems" means your information technology infrastructure, including computers, software, hardware, databases, electronic systems, networks, and Integrated Services.

2.1 Provision of Access. Subject to and conditioned on your compliance with these Terms, Blended Teaching hereby grants you a non-exclusive, non-transferable right to access and use the Services during the Access Period as follows:

(a) Free Features. You may access and use the Free Features at no charge, subject to any usage limitations or conditions designated by Blended Teaching from time to time.

(b) Premium Features. You may access and use the Premium Features conditioned upon maintaining Active Student Adoption, meaning a minimum of five (5) students enrolled in your course must have active, paid access licenses to the Course Materials you have designated for that course through the Blended Teaching platform.

(c) Scope. Your right to access and use the Services is limited to your internal, non-commercial, educational use only. You shall not use the Services for any purpose other than in connection with your role as an instructor at an accredited institution of higher education.

2.1.1 Changes to Feature Tiers. Blended Teaching reserves the right to reclassify features between Free Features and Premium Features at any time. We will provide reasonable notice before moving a feature you currently use from Free Features to Premium Features.

2.1.2 Loss of Premium Feature Access. If you do not maintain Active Student Adoption for a given course, Blended Teaching may, at its discretion, restrict your access to Premium Features for that course. You will retain access to Free Features. Blended Teaching will provide reasonable notice before restricting Premium Feature access and will make reasonable efforts to allow you to export any data or content associated with the affected Premium Features.

2.2 Course Configuration and Student Access. You are responsible for properly configuring your courses on the platform, including selecting the appropriate Course Materials and communicating access requirements to your students. Blended Teaching is not responsible for student enrollment issues resulting from incorrect course configuration.

2.3 Integrated Service and LMS. The Services may integrate with third-party learning management systems ("LMS") such as Canvas, Blackboard, and Brightspace. You acknowledge that (a) the availability and functionality of LMS integrations depend on the third-party LMS provider and your institution's configuration; (b) Blended Teaching is not responsible for outages, changes, or limitations imposed by LMS providers; and (c) you are responsible for ensuring that your use of the Services through an LMS complies with your institution's policies and any applicable LMS terms of service.

2.4 AI-Powered Features. The Services may include features powered by artificial intelligence, including but not limited to quiz generation, content recommendations, teaching analytics, and instructional assistance tools. You acknowledge that (a) AI-generated content and recommendations are provided as suggestions and should be reviewed by you before use in your courses; (b) AI features may produce inaccurate or inappropriate results and you are solely responsible for reviewing and approving all AI-generated content before presenting it to students; (c) the availability, accuracy, and functionality of AI-powered features may change over time as the technology evolves; and (d) your use of AI-powered features is subject to the data practices described in Section 6 and our Privacy Policy.

2.5 Use Restrictions. You shall not, and shall not permit any third party to: (a) copy, modify, or create derivative works of the Services or any Blended Teaching Materials, in whole or in part; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or any Blended Teaching Materials to any third party; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services, in whole or in part; (d) bypass or breach any security device, mechanism, protocol, or protection used by the Services or any Blended Teaching Materials; (e) input, upload, transmit, or otherwise provide to or through the Services any Harmful Code; (f) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services or Blended Teaching's provision of services to any third party, in whole or in part; (g) remove, delete, alter, or obscure any trademarks, warranties or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Blended Teaching Materials; (h) access or use the Services or Blended Teaching Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party, or that violates any applicable law; (i) access or use the Services or Blended Teaching Materials for purposes of competitive analysis, the development, provision, or use of a competing software service or product, or any other purpose that is to Blended Teaching's detriment or commercial disadvantage; (j) use automated tools, bots, scrapers, or similar technology to access, extract, or collect data from the Services; or (k) share, distribute, or post quiz questions, answers, test bank content, or other assessment materials outside the platform.

2.6 Reservation of Rights. Blended Teaching reserves all rights not expressly granted to you in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to the Blended Teaching Materials.

2.7 Suspension. Notwithstanding anything to the contrary in these Terms, Blended Teaching may temporarily suspend your and any other User's access to any portion or all of the Services if: (a) Blended Teaching reasonably determines that (i) there is a threat or attack on any of the Services; (ii) your or any other User's use of the Services disrupts or poses a security risk to the Services or to any other customer or vendor of Blended Teaching; (iii) you or any other User is using the Services for fraudulent or illegal activities; (iv) Blended Teaching's provision of the Services to you or any other User is prohibited by applicable law; or (v) any vendor of Blended Teaching has suspended or terminated Blended Teaching's access to or use of any third-party services or products required to enable you to access the Services; or (b) subject to applicable law, Blended Teaching reasonably determines that you have breached these Terms. Blended Teaching shall use commercially reasonable efforts to provide written notice of any suspension to you and to provide updates regarding resumption of access to the Services. Blended Teaching shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the suspension is cured. Blended Teaching will have no liability for any damage, liabilities, losses, or any other consequences that you or any other User may incur as a result of any suspension.

2.8 Aggregated Statistics. Notwithstanding anything to the contrary in these Terms, Blended Teaching may monitor your use of the Services and collect and compile Aggregated Statistics. As between Blended Teaching and you, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Blended Teaching. You acknowledge that Blended Teaching may compile Aggregated Statistics based on User Data input into the Services. You agree that Blended Teaching may (a) make Aggregated Statistics publicly available in compliance with applicable law, and (b) use Aggregated Statistics to the extent and in the manner permitted under applicable law, provided that such Aggregated Statistics do not identify you or your confidential information.

3.1 Your Ownership. As between you and Blended Teaching, you retain all right, title, and interest in and to your Instructor Content, including all intellectual property rights therein. Nothing in these Terms shall be construed to transfer ownership of Instructor Content from you to Blended Teaching.

3.2 License to Host and Deliver. By uploading, submitting, or otherwise making Instructor Content available through the Services, you grant Blended Teaching a non-exclusive, worldwide, royalty-free license to host, store, reproduce, display, and distribute your Instructor Content solely for the purpose of (a) operating and providing the Services, (b) delivering your Instructor Content to students enrolled in your courses, and (c) maintaining backup copies as part of ordinary platform operations. This license terminates when you remove your Instructor Content from the Services or when your account is terminated, subject to reasonable backup retention periods.

3.3 License for AI Training Use. By using the Services, you grant Blended Teaching a non-exclusive, worldwide, royalty-free license to use de-identified and aggregated versions of your Instructor Content for AI Training Use as defined in Section 6.2.1. This license is subject to the limitations and safeguards described in Section 6. For clarity, Blended Teaching will not use your Instructor Content in identifiable form for AI Training Use without your separate, express consent.

3.4 Third-Party and Copyrighted Content. You represent and warrant that you have all necessary rights, licenses, consents, and permissions to upload and share your Instructor Content through the Services, and that your Instructor Content does not infringe, misappropriate, or otherwise violate any third party's intellectual property rights, privacy rights, or other rights. You are solely responsible for ensuring that any third-party content included in your Instructor Content is used in compliance with applicable copyright law, including fair use principles where applicable. Blended Teaching reserves the right to remove any Instructor Content that it reasonably believes infringes third-party rights.

3.5 Content Standards. You agree that your Instructor Content will not (a) contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable; (b) promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (c) violate any applicable law or regulation; (d) infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person; (e) promote any illegal activity or advocate, promote, or assist any unlawful act; or (f) give the impression that it emanates from or is endorsed by Blended Teaching or any other person or entity if this is not the case.

4.1 Nature of Student Data. You acknowledge that Student Data accessible through the Services may include education records protected under the Family Educational Rights and Privacy Act ("FERPA"), 20 U.S.C. Section 1232g, and its implementing regulations. Student Data may include, but is not limited to, student names, email addresses, quiz scores, engagement metrics, progress data, and other information generated through student use of the Services.

4.2 Your FERPA Obligations. As an instructor at an educational institution, you acknowledge that you have independent obligations under FERPA with respect to Student Data. You agree to (a) access and use Student Data only for legitimate educational purposes related to your role as an instructor; (b) not disclose Student Data to third parties except as permitted by FERPA and your institution's policies; (c) comply with your institution's policies regarding the handling, storage, and disclosure of education records; and (d) promptly notify Blended Teaching if you become aware of any unauthorized access to or disclosure of Student Data.

4.3 AI-Powered Student Analytics. The Services may provide you with AI-generated insights and analytics regarding your students' performance, engagement, and progress. You acknowledge that (a) such analytics are provided as informational tools to support your instructional decisions and are not a substitute for your professional judgment; (b) AI-generated analytics may not be fully accurate and should be verified against other data sources; (c) you are solely responsible for any instructional decisions made based on AI-generated analytics; and (d) you will use AI-generated student analytics in compliance with FERPA and your institution's policies regarding education records.

4.4 Export of Student Data. Subject to FERPA and your institution's policies, Blended Teaching will provide you with the ability to export Student Data associated with your courses in a commonly used electronic format. Upon termination of your account, you will have a reasonable period to export Student Data before it is removed from the Services.

4.5 Student Rights Under FERPA. You acknowledge that students have rights under FERPA with respect to their education records, including the right to inspect and review their records, request amendments, and consent to disclosure. You agree to cooperate with Blended Teaching in responding to student requests regarding their education records and to direct students to contact their institution's registrar or designated FERPA official for formal requests.

4.6 No Sale or Commercial Use of Student Data. Blended Teaching will not sell Student Data or use Student Data for commercial purposes unrelated to the provision of the Services. Student Data may be used in de-identified and aggregated form as part of Aggregated Statistics as described in Section 2.8.

5.1 Access Period. Your right to access and use the Services begins when you create an account and continues until terminated in accordance with this Section 5 (the "Access Period"). The Access Period is not tied to a fixed term and continues for so long as you maintain an active account in good standing.

5.2 Effect on Student Access. Your termination or suspension does not automatically terminate your students' access to Course Materials for which they have active, paid access licenses. Blended Teaching will continue to provide students with access to their licensed Course Materials for the remainder of their paid access period, regardless of your account status.

5.3 Termination for Cause. Either party may terminate your access to the Services upon written notice to the other party if the other party materially breaches these Terms and such breach (a) is incapable of cure; or (b) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. Blended Teaching may terminate your access immediately upon notice if you violate Section 2.5 (Use Restrictions) or if continued provision of the Services to you would violate applicable law.

5.4 Effect of Termination. Upon termination of your account: (a) all rights and licenses granted to you under these Terms will immediately terminate; (b) you will have a reasonable period, not less than thirty (30) days, to export your Instructor Content and Student Data; (c) after the export period, Blended Teaching may delete your Instructor Content and associated data, subject to applicable data retention requirements; (d) the following Sections will survive termination: Section 1 (Definitions), Section 3.3 (License for AI Training Use, solely with respect to de-identified and aggregated data processed prior to termination), Section 6 (Data Privacy), Section 8 (Intellectual Property Ownership), Section 9.2 (Warranty Disclaimer), Section 10 (Indemnification), Section 11 (Limitation of Liability), and Section 12 (Miscellaneous).

6.1 General. Blended Teaching's collection, use, and disclosure of information, including personal information, is governed by our Privacy Policy, which is incorporated into these Terms by reference. You acknowledge that you have read and understood our Privacy Policy.

6.2 FERPA and Educational Records. In connection with the Services, Blended Teaching may receive or have access to education records as defined under FERPA. To the extent Blended Teaching receives education records, it acts as a "school official" with "legitimate educational interests" as those terms are used in FERPA and its implementing regulations. Blended Teaching agrees that it will (a) not use education records for any purpose other than to provide the Services; (b) not disclose education records to third parties except as permitted by FERPA, directed by the educational institution, or as otherwise required by law; (c) not use education records to engage in targeted advertising directed at students; and (d) maintain appropriate administrative, technical, and physical safeguards to protect the security, confidentiality, and integrity of education records.

6.2.1 AI Training Use of Instructor Interaction Data. "AI Training Use" means the use of de-identified and aggregated data derived from your interactions with the Services, including de-identified versions of your Instructor Content, usage patterns, and instructional workflows, to train, improve, and develop Blended Teaching's artificial intelligence and machine learning models. AI Training Use is a mandatory condition of your access to the Services. You acknowledge and agree that (a) Blended Teaching may use de-identified and aggregated data derived from your use of the Services for AI Training Use; (b) data used for AI Training Use will be de-identified such that it cannot reasonably be used to identify you personally; (c) AI Training Use does not include the use of identifiable education records or Student Data, which are governed by Section 4; and (d) AI Training Use is necessary to improve the quality, accuracy, and functionality of the Services for all users.

6.2.2 Third-Party AI Providers. Blended Teaching may use third-party AI Providers to power certain features of the Services. You acknowledge that (a) your interactions with AI-powered features may be processed by third-party AI Providers; (b) Blended Teaching requires its AI Providers to maintain appropriate data security and privacy protections; (c) a current list of AI Providers is maintained in our Privacy Policy; and (d) Blended Teaching does not permit its AI Providers to use your data to train their general-purpose models, except where your data has been de-identified and aggregated as part of Aggregated Statistics.

6.3 No Waiver of Privacy Rights. Nothing in these Terms shall be construed as a waiver of any rights you may have under applicable privacy laws, including but not limited to FERPA, the California Consumer Privacy Act (CCPA), and the General Data Protection Regulation (GDPR) to the extent applicable.

7.1 Blended Teaching's Obligations. Blended Teaching shall implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to (a) protect the security, confidentiality, and integrity of User Data and Student Data; (b) protect against anticipated threats or hazards to the security or integrity of such data; (c) protect against unauthorized access to or use of such data; and (d) ensure the proper disposal of such data. Blended Teaching shall promptly notify you in the event of any security breach affecting your User Data or Student Data in accordance with applicable law.

7.2 Instructor Security Responsibilities. You are responsible for (a) maintaining the confidentiality and security of your Access Credentials; (b) not sharing your Access Credentials with any third party; (c) promptly notifying Blended Teaching of any suspected or actual unauthorized use of your account or Access Credentials; (d) ensuring that your User Systems meet any minimum security requirements communicated by Blended Teaching; and (e) all activities that occur under your account, whether or not authorized by you.

8.1 Blended Teaching IP Rights. You acknowledge that, as between you and Blended Teaching, Blended Teaching owns all right, title, and interest, including all intellectual property rights, in and to the Blended Teaching Materials and the Services, including all improvements, enhancements, and modifications thereto. Your right to use the Services is limited to the rights expressly granted in these Terms.

8.2 Instructor Content Ownership. As between you and Blended Teaching, you retain all right, title, and interest, including all intellectual property rights, in and to your Instructor Content, subject to the licenses granted in Section 3.

8.3 User Data License. You hereby grant to Blended Teaching a non-exclusive, royalty-free, worldwide license to collect, use, copy, store, transmit, modify, and create derivative works of User Data solely to the extent necessary to provide the Services to you and as otherwise described in these Terms and the Privacy Policy.

8.4 Feedback. If you or any of your Users send or transmit any communications or materials to Blended Teaching by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services or Blended Teaching Materials, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Blended Teaching is free to use such Feedback irrespective of any other obligation or limitation between you and Blended Teaching. All Feedback is and will be treated as non-confidential. You hereby assign to Blended Teaching on your behalf, and on behalf of your Users, all right, title, and interest in and to the Feedback.

9.1 Instructor Representations and Warranties. You represent and warrant that (a) you are an authorized instructor, faculty member, or academic professional at an accredited institution of higher education; (b) you have the legal right and authority to enter into these Terms; (c) you will use the Services in accordance with these Terms and all applicable laws and regulations; (d) you have all necessary rights, licenses, consents, and permissions to upload and share your Instructor Content through the Services; (e) your Instructor Content does not and will not infringe, misappropriate, or otherwise violate any third party's intellectual property rights, privacy rights, or other rights; and (f) you will comply with your institution's policies regarding the use of educational technology platforms and the handling of student education records.

9.2 WARRANTY DISCLAIMER. THE SERVICES AND BLENDED TEACHING MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND BLENDED TEACHING HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. BLENDED TEACHING SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. BLENDED TEACHING MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR BLENDED TEACHING MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. BLENDED TEACHING MAKES NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY AI-GENERATED CONTENT OR RECOMMENDATIONS PROVIDED THROUGH THE SERVICES.

You shall indemnify, defend, and hold harmless Blended Teaching and its officers, directors, employees, agents, successors, and assigns (collectively, the "Blended Teaching Indemnitees") from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising out of or relating to (a) your use or misuse of the Services; (b) your breach of these Terms; (c) your Instructor Content, including any claim that your Instructor Content infringes or misappropriates a third party's intellectual property rights, privacy rights, or other rights; (d) your violation of any applicable law, regulation, or third-party right; (e) your negligence or willful misconduct; or (f) any unauthorized access to or use of the Services resulting from your failure to maintain the security of your Access Credentials. You shall not settle any claim against a Blended Teaching Indemnitee without Blended Teaching's prior written consent.

11.1 LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BLENDED TEACHING OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OR THEIR SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER BLENDED TEACHING WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

11.2 LIMITATION OF DAMAGES. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF BLENDED TEACHING AND ITS LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS UNDER OR IN CONNECTION WITH THESE TERMS OR THEIR SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED ONE HUNDRED DOLLARS ($100). THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

11.3 BASIS OF THE BARGAIN. YOU ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS SECTION 11 ARE INTEGRAL TO THE AMOUNT OF FEES CHARGED (OR NOT CHARGED) IN CONNECTION WITH YOUR USE OF THE SERVICES AND THAT, WERE BLENDED TEACHING TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN, SUCH FEES WOULD OF NECESSITY BE SET SUBSTANTIALLY HIGHER. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS SECTION 11 ARE FAIR AND EQUITABLE.

12.1 Notices. All notices, requests, consents, claims, demands, waivers, and other communications under these Terms must be in writing and addressed to the parties as follows (or as otherwise specified by a party in a notice given in accordance with this Section): to Blended Teaching at help@blended-teaching.com or Blended Teaching, 3423 Piedmont Rd NE, Atlanta, GA 30305. Notices sent in accordance with this Section will be deemed effectively given (a) when received, if delivered by hand or by nationally recognized overnight courier service; (b) when sent, if by email (with confirmation of transmission); or (c) on the third business day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.

12.2 Force Majeure. In no event shall Blended Teaching be liable to you, or be deemed to have breached these Terms, for any failure or delay in performing its obligations under these Terms, if and to the extent such failure or delay is caused by any circumstances beyond Blended Teaching's reasonable control, including but not limited to acts of God, flood, fire, earthquake, pandemic, epidemic, explosion, war, terrorism, invasion, riot, labor strike, embargo, or any other event of similar nature.

12.3 Modification. Blended Teaching reserves the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on the Website and, where practicable, by sending notice to the email address associated with your account. Your continued use of the Services following any such modification constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Services and terminate your account.

12.4 Waiver. No failure or delay by either party in exercising any right or remedy available to it under these Terms will be construed as a waiver of such right or remedy. No single or partial exercise of any right or remedy under these Terms will preclude any other or further exercise of such right or remedy or the exercise of any other right or remedy.

12.5 Severability. If any provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision of these Terms or invalidate or render unenforceable such provision in any other jurisdiction.

12.6 Governing Law; Jurisdiction; Arbitration; Class Action Waiver.

12.6.1 Governing Law. These Terms are governed by and construed in accordance with the internal laws of the State of Georgia without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Georgia.

12.6.2 Arbitration. Any legal suit, action, claim, or proceeding arising out of or related to these Terms or the Services shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Atlanta, Georgia, before a single arbitrator. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court having jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with the arbitration, except that the arbitrator may award the prevailing party reasonable attorneys' fees if the arbitrator determines that the other party's claims or defenses were frivolous or brought in bad faith.

12.6.3 Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND BLENDED TEACHING EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND. YOU AND BLENDED TEACHING AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

12.7 Assignment. You may not assign or transfer any of your rights or delegate any of your obligations under these Terms without the prior written consent of Blended Teaching. Any purported assignment or delegation in violation of this Section is null and void. Blended Teaching may freely assign or transfer its rights and obligations under these Terms without restriction. Subject to the foregoing, these Terms are binding upon and will inure to the benefit of the parties and their respective permitted successors and assigns.

12.8 Export Regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of technology, software, or technical data from the United States or that otherwise apply to the Services.

12.9 Accessibility. Blended Teaching is committed to making the Services accessible to all users, including users with disabilities. We strive to comply with applicable accessibility standards, including Section 508 of the Rehabilitation Act and the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA. If you encounter any accessibility barriers while using the Services, please contact us at help@blended-teaching.com.

12.10 Entire Agreement. These Terms, together with the Privacy Policy and any other documents incorporated herein by reference, constitute the sole and entire agreement between you and Blended Teaching regarding the subject matter contained herein, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

12.11 Survival. The following Sections, together with any other provision of these Terms that, by its nature, should survive termination, shall survive any termination or expiration of these Terms: Section 1 (Definitions), Section 2.8 (Aggregated Statistics), Section 3.3 (License for AI Training Use), Section 6 (Data Privacy), Section 8 (Intellectual Property Ownership; Feedback), Section 9.2 (Warranty Disclaimer), Section 10 (Your Indemnification Obligations), Section 11 (Limitation of Liability and Damages), and this Section 12 (Miscellaneous).