SaaS Subscription Agreement
Effective Date: April 11, 2025
This Software-as-a-Service (SaaS) Subscription Agreement (“Agreement”) governs the access to and use of ĀYŌDÈ’s online services and platforms (“Services”) by any subscribing organization, including schools, districts, or other entities (“Customer”). By subscribing to or using ĀYŌDÈ’s Services, the Customer agrees to the terms of this Agreement.
1. Subscription Grant
ĀYŌDÈ grants the Customer a limited, non-exclusive, non-transferable right to access and use the Services for the Customer’s internal educational purposes during the Subscription Term, subject to this Agreement.
2. Subscription Term
The Subscription Term begins on the start date specified in the order or agreement between the Customer and ĀYŌDÈ and continues for the agreed-upon duration unless terminated in accordance with this Agreement.
Subscriptions automatically renew unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the current term.
3. Fees and Payment
- Subscription fees are specified in the Customer’s order or contract.
- Fees are due annually or as otherwise agreed in writing.
- Late payments may incur interest at 1.5% per month or the maximum allowed by law.
- Failure to pay may result in suspension or termination of access to the Services.
4. Acceptable Use
Customer’s use of the Services must comply with:
- ĀYŌDÈ’s Terms of Service
- Acceptable Use Policy
- All applicable laws and regulations
ĀYŌDÈ reserves the right to suspend access for violations of acceptable use.
5. Data Privacy and Security
ĀYŌDÈ will process Customer Data in accordance with:
- ĀYŌDÈ’s Privacy Policy
- Applicable data privacy laws (FERPA, COPPA, and others)
- The terms of ĀYŌDÈ’s Data Processing Agreement
ĀYŌDÈ implements reasonable security measures to protect Customer Data.
6. Intellectual Property
ĀYŌDÈ retains all rights, title, and interest in and to the Services, including all related intellectual property.
7. Termination
Either party may terminate this Agreement:
- For material breach with thirty (30) days written notice if not cured.
- Immediately for violation of applicable law.
Upon termination:
- Customer’s access to the Services ends.
- ĀYŌDÈ will return or delete Customer Data upon request, subject to legal obligations.
8. Limitation of Liability
To the maximum extent permitted by law:
- ĀYŌDÈ is not liable for indirect, incidental, consequential, or punitive damages.
- ĀYŌDÈ’s total liability shall not exceed the total fees paid by the Customer in the preceding 12 months.
9. Governing Law
This Agreement is governed by the laws of the State of Texas, without regard to its conflict of law principles.
10. Entire Agreement
This Agreement, along with any applicable orders, policies, or attachments, constitutes the entire agreement between the parties and supersedes all prior agreements.
11. Contact Information
For questions or notices under this Agreement, please contact:
ĀYŌDÈ 5900 Balcones Drive #18126 Austin, TX 78731