Terms of Service

1. Agreement

These Terms of Service ("Terms") form a binding agreement between you ("you," "Customer," or "User") and Prepaze, Inc., a Delaware corporation ("Unik," "we," "us," or "our"), governing your use of Unik LMS, our websites, mobile applications, APIs, and related services (collectively, the "Service"). By creating an account, accessing, or using the Service, you agree to these Terms and our Privacy Policy.

2. Who can use the Service

You must be at least 13 years old (or 16 in the European Economic Area) to create an account on your own behalf. Users under that age may only access the Service through a school or guardian account that has obtained the necessary parental consent. You must have the authority to bind your organization if you sign up on its behalf.

3. Accounts and security

You are responsible for safeguarding your account credentials and for all activity that occurs under your account. Notify us immediately at security@prepaze.com if you suspect unauthorized access. Use strong passwords and enable two-factor authentication when available.

4. Subscription, billing, and renewals

The Service is offered under multiple plans (Free, Essentials, Pro, Enterprise) as described at /pricing. Paid plans are billed monthly or annually in advance and renew automatically unless cancelled before the renewal date. Fees are non-refundable except as required by law or expressly stated in your order form. Taxes are your responsibility. We may change pricing with at least 30 days' notice; changes apply to the next renewal cycle.

5. Acceptable use

You agree not to:

• Use the Service for any unlawful, fraudulent, infringing, or abusive purpose.
• Upload viruses, malware, or content that infringes intellectual-property rights.
• Harass, bully, or harm other users, especially minors.
• Attempt to access another user's account, data, or any part of the Service you are not authorized to access.
• Reverse-engineer, decompile, or scrape the Service.
• Resell, sublicense, or commercially exploit the Service without our written permission.
• Use the Service to train a competing AI model, machine-learning system, or LMS.
• Interfere with the performance or integrity of the Service or its infrastructure.

We reserve the right to suspend or terminate accounts that violate these rules.

6. Your content

You retain ownership of all content you upload, create, or submit to the Service ("Customer Content"), including lessons, assessments, course materials, student work, grades, and discussion posts. You grant Unik a non-exclusive, worldwide, royalty-free license to host, store, reproduce, transmit, display, and modify Customer Content solely as necessary to provide and improve the Service for you and your authorized users. We will never use Customer Content to train third-party AI models or sell it to anyone.

You represent that you have all rights necessary to upload Customer Content and that it does not violate any law, contract, or third-party right.

7. Our intellectual property

Unik, the Unik LMS platform, our logos, designs, source code, documentation, and the underlying software are owned by Prepaze, Inc. and protected by U.S. and international intellectual-property laws. Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable license to access and use the Service for your internal educational or training purposes.

8. AI-generated content

Unik provides AI-assisted features (lesson plans, quizzes, analytics findings, etc.). You are responsible for reviewing AI-generated outputs before using them with learners. We make no warranty that AI-generated content is accurate, complete, or appropriate for any particular educational standard or learner. AI outputs are not legal, medical, financial, or psychological advice.

9. Third-party services and integrations

The Service may integrate with third-party services such as Google Workspace, Microsoft 365, Stripe, Zoom, PowerSchool, Clever, and SCORM/LTI providers. Your use of third-party services is governed by their respective terms and we are not responsible for their availability, accuracy, or practices.

10. Service availability and modifications

We target 99.9% monthly uptime for paid plans (subject to scheduled maintenance and force majeure). We may modify, suspend, or discontinue features at any time. We will give reasonable notice of material changes that affect paying customers.

11. Privacy and student data

Our handling of personal information is described in the Privacy Policy. For K-12 customers, Unik acts as a "school official" under FERPA and complies with applicable student-privacy laws including COPPA. K-12 districts may execute a Data Processing Agreement (DPA) with us — contact legal@prepaze.com.

12. Termination

You may terminate your account at any time from Account Settings. We may terminate or suspend your account for material breach of these Terms, with or without notice depending on the severity. Upon termination, your right to access the Service ends; we will provide a 30-day window for you to export your data, after which Customer Content may be deleted.

13. Disclaimers

The Service is provided "as is" and "as available." To the maximum extent permitted by law, Unik disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy. We do not warrant that the Service will be error-free, uninterrupted, or that any defects will be corrected.

14. Limitation of liability

To the maximum extent permitted by law, neither Unik nor its officers, directors, employees, or agents will be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, data, goodwill, or other intangibles arising from your use of the Service. Our total aggregate liability arising out of or relating to these Terms or the Service will not exceed the greater of (a) the amount you paid Unik in the 12 months preceding the claim or (b) $100 USD.

15. Indemnification

You agree to indemnify and hold harmless Unik and its affiliates from any claim, loss, or expense (including reasonable attorney's fees) arising from (a) your Customer Content, (b) your breach of these Terms, or (c) your violation of any law or third-party right.

16. Governing law and dispute resolution

These Terms are governed by the laws of the State of North Carolina, USA, without regard to conflict-of-law principles. Any dispute will be resolved exclusively in the state or federal courts located in Wake County, North Carolina, and both parties consent to personal jurisdiction there. For Customers outside the U.S., this provision does not override any mandatory consumer-protection law in your jurisdiction.

17. Changes to these Terms

We may update these Terms from time to time. Material changes will be announced by email and in-app notification at least 30 days before they take effect. Continued use after the effective date constitutes acceptance.

18. Miscellaneous

These Terms (plus your order form, if any, and our Privacy Policy) constitute the entire agreement between you and Unik regarding the Service. If any provision is found unenforceable, the remainder will continue in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our written consent; we may assign them to an affiliate or successor.

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