1.Acceptance of terms
These Terms of Service ("Terms") form a binding agreement between My Virtual Teacher, Inc., a corporation organized under the laws of [State of Incorporation] ("Company," "we," "us," or "our"), and the school, district, private program, or other organization that registers for or uses the myvirtualteacher.ai platform (the "Service," "Customer," "School," "you," or "your"). By creating an account, signing an order form or agreement referencing these Terms, or otherwise accessing or using the Service, you accept and agree to be bound by these Terms.
The Service is designed to be provisioned by schools, districts, and authorized educational programs rather than sold directly to individual families or students. If you are entering into these Terms on behalf of an organization, you represent that you have the authority to bind that organization, and "you" refers to that organization.
2.Description of the service
myvirtualteacher.ai provides an AI-powered avatar teaching platform that delivers adaptive, one-to-one instruction, practice, and support to students through voice and text conversation, together with dashboards and reporting tools for teachers and administrators (collectively, the "Service"). The Service is intended to supplement, not replace, instruction provided by licensed human educators.
We may add, change, or discontinue features of the Service from time to time. We will provide reasonable advance notice to Customer of any change that materially reduces core functionality that Customer has paid for.
3.Eligibility & school accounts
The Service is offered on a school, district, and program basis. Only an authorized representative of a school, district, or educational program ("School") may create an organization account. Schools are responsible for provisioning, managing, and deactivating individual student and staff accounts (each, an "End User") under their organization account.
- Schools are responsible for verifying that each End User is authorized to access the Service and for maintaining accurate rosters.
- Schools are responsible for issuing and safeguarding End User login credentials and for promptly deactivating accounts for students or staff who leave the School or program.
- The Service is not intended to be purchased or accessed directly by individual consumers, parents, or students without a School acting as the account holder, unless we expressly offer a direct-to-consumer version of the Service under separate terms.
4.Acceptable use
You and your End Users agree not to:
- Use the Service for any unlawful purpose or in violation of any applicable local, state, federal, or international law or regulation;
- Attempt to gain unauthorized access to the Service, other accounts, or related systems or networks;
- Reverse engineer, decompile, or attempt to extract the underlying models, source code, or training data of the Service;
- Use the Service to harass, abuse, defame, or harm any person, or to generate content that is unlawful, hateful, sexually explicit, or otherwise inappropriate for a K-12 educational setting;
- Upload or transmit malicious code, or interfere with or disrupt the integrity or performance of the Service;
- Use automated means to scrape, extract, or copy data from the Service other than through features we provide for that purpose;
- Resell, sublicense, or provide the Service to any third party outside your organization without our prior written consent.
We may suspend or terminate access for any account that we reasonably believe violates this section, with notice to the School where practicable.
5.Student data & school responsibilities
Because the Service is provisioned through Schools rather than directly to families, the School is responsible for:
- Obtaining any consent, notice, or authorization required under the Family Educational Rights and Privacy Act ("FERPA"), the Children's Online Privacy Protection Act ("COPPA"), and applicable state student-data-privacy laws before enabling student access to the Service, including consent on behalf of parents/guardians of students under 13 where required;
- Providing parents and guardians with any notices required by law or School policy regarding use of the Service and how student information is processed;
- Designating the Service, where applicable, as operating under a "school official" exception to FERPA and/or the "school consent" pathway under COPPA, consistent with a written agreement between the School and Company;
- Promptly notifying us of any change in a student's enrollment status that requires account deactivation or data deletion.
We act as a service provider to the School with respect to student data and will process it only as necessary to provide the Service and as described in our Privacy Policy and any applicable data protection or student data privacy addendum entered into with the School.
6.AI-generated content disclaimer
The Service uses artificial intelligence to generate instructional dialogue, explanations, practice questions, and feedback. AI-generated content is intended as an educational aid and may occasionally be incomplete, out of date, or contain errors. The Service is not a substitute for instruction, supervision, or evaluation by a licensed teacher, and Schools remain responsible for the educational program and outcomes of their students.
Teachers and administrators should review AI-generated assessments of student performance before using them for grading, placement, or other consequential decisions.
7.Intellectual property
The Service, including its software, avatars, voice models, design, and documentation, is owned by Company or its licensors and is protected by intellectual property laws. Subject to your compliance with these Terms, we grant Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Service during the term of your subscription, solely for your internal educational purposes.
Schools and End Users retain ownership of the content they submit to the Service (for example, curricula, assignments, and written responses) ("Customer Content"). You grant Company a license to use Customer Content solely to provide, maintain, and improve the Service as described in our Privacy Policy.
8.Fees & payment
Fees for the Service are set out in an order form, quote, or agreement executed with the School. Unless otherwise stated, fees are invoiced annually or per the payment schedule agreed with the School and are non-refundable except as required by law or expressly stated in the applicable order form.
Late payments may result in suspension of access after written notice and a reasonable cure period. Schools are responsible for any sales, use, or similar taxes associated with their subscription, excluding taxes based on Company's income.
9.Term, suspension & termination
These Terms remain in effect for as long as the School maintains an active subscription or account. Either party may terminate an underlying order form as permitted by that order form. We may suspend or terminate access immediately if we reasonably believe continued access poses a security risk, a legal risk, or a risk to the safety of students or staff.
Upon termination, the School's right to access the Service ends, and we will make Customer Content available for export for a reasonable period as described in our data retention practices, after which it may be deleted in accordance with our Privacy Policy or applicable data protection addendum.
10.Disclaimer of warranties
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT AI-GENERATED OUTPUT WILL BE ACCURATE OR SUITABLE FOR ANY PARTICULAR PURPOSE.
11.Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO COMPANY FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Some jurisdictions do not allow certain limitations of liability, so some of the above limitations may not apply to you, and nothing in these Terms is intended to limit liability that cannot lawfully be limited (for example, liability for gross negligence, willful misconduct, or death or personal injury caused by our negligence, where applicable law prohibits such limitation).
12.Indemnification
Customer agrees to indemnify, defend, and hold harmless Company and its officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer's or its End Users' violation of these Terms; (b) Customer's failure to obtain any consent or provide any notice required under FERPA, COPPA, or applicable state law; or (c) Customer Content, except to the extent such claims arise from Company's breach of these Terms or violation of law.
Company agrees to indemnify, defend, and hold harmless Customer from third-party claims that the Service, as provided by Company and used in accordance with these Terms, infringes a third party's intellectual property rights, subject to a separate order form's indemnification terms where applicable.
13.Confidentiality
Each party agrees to protect the other party's non-public, confidential information disclosed in connection with these Terms using at least the same degree of care it uses to protect its own confidential information of similar nature, and not to use such information except as necessary to perform its obligations or exercise its rights under these Terms.
14.Governing law & dispute resolution
These Terms are governed by the laws of the State of [Governing State], without regard to its conflict-of-laws principles, except where a School is a public school district or other governmental entity subject to laws that require a different governing-law or dispute-resolution framework, in which case the applicable order form will control.
The parties will first attempt to resolve any dispute informally by contacting the other party. If a dispute is not resolved within thirty (30) days, either party may pursue any remedy available at law, subject to any binding arbitration or venue provision set out in an executed order form. This section does not apply to the extent it would be unenforceable against a public school district or governmental entity under applicable law.
15.Changes to these terms
We may update these Terms from time to time. If we make material changes, we will notify the School by email or through the Service at least fourteen (14) days before the changes take effect. Continued use of the Service after changes take effect constitutes acceptance of the updated Terms.
16.Miscellaneous
If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign these Terms without the other party's written consent, except in connection with a merger, acquisition, or sale of substantially all assets. Neither party is liable for delays caused by events beyond its reasonable control. These Terms, together with any order form, constitute the entire agreement between the parties regarding the Service and supersede any prior agreements on the subject.
17.Contact us
Questions about these Terms can be sent to legal@myvirtualteacher.ai.
My Virtual Teacher, Inc.
[Company Mailing Address]