| Class Solver | (in the USA) Class Solver LLC, a Florida limited liability company, of 479 Montgomery Place, Alamonte Springs, Florida 32714.
(in Canada) Class Solver Technology Inc., a British Columbia registered company with its registered office at 6th Floor, 905 W Pender St, Vancouver, British Columbia, V6C 1L6, Canada.in all other jurisdictions) Class Solver Pty Ltd (ACN 606 140 345) as trustee for the Class Solver Unit Trust (ABN 99 685 353 215) of PO BOX 2560 Rowville Victoria, Australia. |
| You | You or the Institution on whose behalf you are accepting or otherwise agreeing to the terms of these Customer Terms. |
| Institution | means the School, district or institution for which you intend to use the Placement Software. |
| Placement Software | means the Class Solver SaaS available at https://app.classsolver.com |
| Services | means the provision of the Placement Software. |
| Fees | means the amount payable for the Services under these Customer Terms. If you have been provided our Fees before agreeing to these Terms, those fees will be incorporated into, and form a part of these Customer Terms.
If you have not been provided our fees before agreeing to these terms, you will have an opportunity to accept the Fees. Once agreed, the Fees communicated to you will be incorporated into, and form a part of these Customer Terms. |
| Commencement Date | The date You click to agree or otherwise agree to the terms of these Customer Terms. |
| Access Period | (in the USA, Canada or elsewhere in the northern hemisphere)
Year 1 of the Term: from the date the Placement Software is first accessed by You until the end of the first academic year that follows the date of first use, usually 31 December. Example – Your Institution’s academic year runs from 1 January to 31 December. You sign up for the Services in October 2024, and use the Placement Software for the first time in August 2025. Because You first used the Placement Software in August 2025, your Year 1 Access Period will end on 31 December 2025. Year 2 onwards: 1 January to 31 December of the same year Example: In the example above, your Year 2 Access Period runs from 1 January 2026 – 31 December 2026. (in Australia, New Zealand or elsewhere in the southern hemisphere) Year 1 of the Term: from the date the Placement Software is first accessed by You until the end of the academic year that follows the date of first use, usually 30 June. Example – Your Institution’s academic year runs from 1 July to 30 June of the following year. You sign up for the Services in May 2024, and use the Placement Software for the first time in August 2024. Because You first used the Placement Software in May 2024, your Year 1 Access Period will end on 30 June 2025 Year 2 onwards: 1 July to 30 June of the following year. Example: In the example above, your Year 2 Access Period runs from 1 July 2025 – 30 June 2026. |
INTRODUCTION
A. Class Solver is a provider of a class placement software as a service (SaaS) solution.
B. You wish to engage Class Solver to provide the Services on the terms and conditions set out in this agreement (Customer Terms).
C. These Customer Terms including the Schedule) constitute an agreement between You and Class Solver. The agreement applies to the provision of any of Class Solver’s Services to You, including your use of Class Solver’s free demonstration accounts (Demo Account), Class Solver’s free trial accounts (Trial Account) or any provision of Class Solver’s Services to You.
D. These terms are a binding legal agreement between You and Class Solver. You agree that by clicking to agree to this Customer Terms, you will legally bind Your Institution to an enforceable legal contract, and you acknowledge that you have read and agree to the terms set out below.
1. APPOINTMENT & TERM
1.1 You appoint Class Solver to provide the Services from the Commencement Date until this agreement is terminated in accordance with its terms (Term).
1.2 Unless You provide Class Solver with written notice before the start of the next Access Period, this agreement will continue on the same terms and conditions until terminated in accordance with its terms.
1.3 Class Solver’s provision of Services to You is non-exclusive. Class Solver may provide same or similar services to other people.
2. GRANT OF LICENCE TO ACCESS PLACEMENT SOFTWARE
2.1 All Intellectual Property Rights created for the purposes of, or arising as a result of, the performance of the Services (including all Intellectual Property Rights in and to the Placement Software) (Services IP) will be owned by Class Solver, unless otherwise agreed in writing by the parties.
2.2 Nothing in this agreement affects the ownership of any Intellectual Property Rights owned by either party before this agreement or independently of this agreement or the Services.
2.3 Subject to continued payment of all Fees, Class Solver grants You a personal, worldwide, non-exclusive, non-transferable right to access and use, the Placement Software and the Services IP contained therein for your Institution and class allocation purposes only, for the duration of the Term and in accordance with this agreement (License).
2.4 You may grant sublicenses to Authorized Users to access the Placement Software subject to clause 2.5.
2.5 Conditions of Sublicensing
All Authorized Users must:
a. be employed or contracted to You and/or the Institution;
b. have a genuine need to use the Services;
c. be over 18 years of age;
d. agree to comply with the terms of this agreement;
e. use their own personal login details to access and use the Placement Software; and
f. not use or access the Placement Software with any other login details, including those of another Authorized User.
2.6 You must, and must ensure that your Authorized Users:
a. do not allow any person to use the Placement Software unless that person has been authorized to do so and needs to do so for class allocation purposes at your Institution(s);
b. create usernames, passwords or other identification or authentication information to access the Placement Software and Services (Access Identification);
c. keep all Access Identification safe and secure and protect it from unauthorized access, use, copy, or disclosure; and
d. notify Class Solver as soon as You believe the safety or security of Access Information may have been compromised or breached, and in any case no later than 24 hours.
3. CLASS OPTIONS
3.1 Class Solver’s Placement Software provides options for possible class allocation, or other group allocation, outcomes in connection with the Services (Class Options).
3.2 You acknowledge and agree that:
a. Class Options are generated using your Information;
b. Class Solver relies on your Information (and the currency, accuracy and completeness of your Information);
c. Class Solver will not solicit or rely on any information provided by any parent, child or other person who is not an Authorized User;
d. You must assess the Class Options in the individual context of your Institution and its (or their) students, parents and teachers. It is your choice whether to implement the Class Option in whole or in part;
e. You have access to knowledge, contact, communications and information that is additional to the information that is entered into the Placement Software;
f. You have access to independent consultants, resources and other professional advisers to assist with assessing or implementing any Class Option; and
g. You are solely responsible for implementing or not implementing a Class Option and that each decision and action You take is taken independently and having regard to the unique circumstances known to You.
4. DEMO ACCOUNTS AND TRIAL ACCOUNTS
4.1 Notwithstanding any other clause in this agreement, You agree and acknowledge that if You are using a Trial Account, You are only authorized to have 1 year level or 1 composite year level at your Institution as Authorized Users.
4.2 If Class Solver has permitted You to use a Demo Account You agree that You are only permitted to use and access that Demo Account for a period of 30 days.
4.3 You acknowledge and agree that:
a. the purpose of the Demo Account is for You to interact with an example of how the Services operate and assess the suitability of the Placement Software for your Institution (Demo Account Purpose);
b. the information contained in the Demo Account is ‘dummy’ information, it is not Personal Information and does not relate to any real or actual persons; and
c. You are not permitted to use the Demo Account for any reason other than the Demo Account Purpose.
5. FEES & PAYMENT
5.1 Unless You are using a valid Trial Account or a Demo Account, Class Solver’s Fees are payable, as set out in the Schedule. The total Fees will be based on the number of students placed by the Placement Software, and may be subject to a 5% variance. The exact Fees payable by You including any variances will be communicated with You directly, as set out in the Schedule.
5.2 Class Solver will provide a tax invoice for the Fees. You must pay the Fees by the due date and by the method set out on the invoice.
5.3 You agree that all Fees not paid in full on the due date are debts due and payable immediately. If payment of any Fees is not received in full, Class Solver is entitled, without prejudice to any other right or remedy available to us under these Customer Terms or at law, to:
a. withhold provision of the Services or suspend access to all or parts of the Placement Software until full payment has been made;
b. charge interest on the outstanding amounts;
c. engage third parties to recover the debts, and you agree to pay all of Class Solver’s reasonable costs of recovering such debts (which may include dishonor fees, debt collection and/or legal fees); or
d. terminate these Customer Terms in accordance with clause 7.4.
5.4 If Class Solver is required to complete work or provide additional resources that are not within the scope of the Services, Class Solver will notify You of any additional fees that may apply prior to completing the additional work.
5.5 Renewals and Fee Increases
a. Class Solver may adjust Fees annually by a reasonable amount by giving You written notice prior to the start of an Access Period.
b. Prior to the end of an Access Period, Class Solver will send You an invoice for the Fees for the following year’s Access Period calculated using the same number of students placed by the Placement Software at your Institution for the previous year.
c. If there is a difference or more or less than 5% of the number of students the Placement Software at your Institution compared to the prior Access Period, then Class Solver will adjust the Fees by issuing You a refund or charging additional fees for that Access Period.
d. If the number of students placed by the Placement Software at your Institution compared to the prior Access Period is within 5%, then You agree that no adjustment of the Fees will be made.
5.6 Class Solver may in its sole discretion provide discounts to the Fees as part of advertised promotions or marketing (Discount Promotions). The terms and conditions of any Discount Promotions will be provided on the Class Solver website or as otherwise notified to You in writing.
5.7 Subject to clauses 4.1, 5.5.d, 5.9, and 7.4, Class Solver agrees to refund the Fees to You in full if:
a. You are (acting reasonably) not satisfied with the Services and/or the Placement Software at any time prior to the Refund Deadline Date; and
b. You have notified Class Solver of your concerns at least 7 days prior to the Refund Deadline Date; and
c. Class Solver have not resolved your concerns within a reasonable timeframe.
d. In this clause, Refund Deadline Date means, 29 June of the relevant School Allocation Year in the northern hemisphere and 10 December of the relevant School Allocation Year in the southern hemisphere.
5.8 If You refer a third-party to Class Solver (Referred School) and that third party engages Class Solver to deliver services to it, Class Solver may at its sole discretion provide You with a discount nominated by Class Solver per Referred School from the Fees payable by You in the following School Allocation Year (School Referral Bonus). Application of the School Referral Bonus is at all times at the sole discretion of Class Solver and if a School Referral Bonus will apply to You, Class Solver will notify you of your eligibility.
5.9 Applicable taxes
a. Except where this agreement states otherwise, if You are located in Australia, each amount payable by a party under this agreement in respect of a taxable supply by the other party is expressed as a GST exclusive amount and the recipient of the supply must, in addition to that amount, and at the same time, pay to the supplier the GST payable in respect of the supply.
b. If You are located in another jurisdiction, Class Solver may add the taxes it is required to collect from You to the total payable in each tax invoice.
c. A party’s obligation to pay an amount under this agreement is subject to a valid tax invoice being delivered by the other party.
6. MAINTENANCE, ACCESSIBILITY AND SECURITY
6.1 Class Solver will provide personal customer service support for all customer service questions or issues unless it notifies You otherwise. Class Solver will notify You of any additional fees that may apply to the provision of the customer service support.
6.2 You agree that Class Solver may conduct maintenance of the Software at any time, provided that Class Solver will aim to do so at times that cause minimum impact to You.
6.3 Updates
a. Class Solver may make minor updates to the Placement Software to maintain and improve the Services, including adjusting the appearance, available input fields and general look and feel, user experience or other design related element of the Placement Software with no advance notice to You.
b. Class Solver may provide You with major updates to the Placement Software from time to time to enhance or improve the quality, functionality or operation of the Placement Software from time to time (Update).
c. Class Solver may or may not require You to accept the Update.
d. You agree to accept the Update (if required) and provide Class Solver with any access or information required to implement an Update (if any) as and when it is required by Class Solver.
e. You acknowledge that in the event that You fail to accept an Update, Class Solver’s ability to deliver the Services may be adversely impacted.
6.4 Service Issues
a. If You detect a fault or interruption in the Placement Software (Service Issue), You must notify Class Solver of the Service Issue immediately and provide all information reasonably required by Class Solver to rectify or investigate the Service Issue, including the date, time and nature of the issue.
b. On receiving notification of a Service Issue, Class Solver will investigate within a reasonable time and use its best endeavors to devise and implement a solution.
6.5 Class Solver may suspend the Services if the safety or security of any Access Information or Information is breached. The Services may be suspended until the breach is rectified and any reasonably necessary back up, protection and/or security assurance testing is complete.
6.6 Upon the determination of a breach of security resulting in an unauthorized release of Personal Information obtained from You by Class Solver or a Subprocessor in violation of applicable Privacy Laws, the terms of this agreement (to which the data belongs, or the data privacy and security policies of the educational agency to which the data belongs), Class Solver will notify such educational agency of the breach in the most expedient way possible and without unreasonable delay.
6.7 You agree and acknowledge that:
a. the Services may be suspended due to Force Majeure for the duration of the Force Majeure event;
b. the Services are delivered in whole or in part on or via Internet connection, networks, and other software and/or devices that are not provided by Class Solver under this agreement and for which Class Solver is not responsible under this agreement or otherwise;
c. the performance of the Services may be affected by such external factors as speed of connection from your equipment to Class Solver’s server(s) utilized at any given time, which factors are beyond the control of Class Solver;
d. the Services, additional services provided by Class Solver, and the Placement Software are provided on an as-is basis and with all faults. Other than as expressly set out in these Customer Terms, Class Solver disclaims all warranties and conditions, implied or statutory, to the maximum extent allowed by applicable law, including any implied warranties or conditions of merchantability, quality or workmanship, fitness for purpose, lack of viruses, negligence, or failure to provide support services; and
e. Class Solver will not be in breach of the obligation to provide the Services and will not be liable to You for any Loss arising in connection with any lack of availability or failure, defect, interruption or limitation of the Services arising because of a factor mentioned in this clause.
7. TERMINATION
7.1 Prior to the start of the any subsequent Access Period, You may terminate this agreement for any reason by giving Class Solver written notice.
7.2 Either party may terminate this agreement at any time and for any reason by giving 30 days’ written notice of termination. Fees will not be refundable if You terminate under this clause 7.2 and You have activated the Placement Software at the date of termination, but Class Solver may refund all or part of the Fees paid in respect of the remaining period of the Term at its sole discretion.
7.3 Either party may terminate this agreement immediately upon notice to the other party (the Defaulting Party) if:
a. the Defaulting Party breaches Privacy Laws in a way that cannot be remedied or, if it can be remedied, is not remedied within 30 days of the Defaulting Party receiving a notice from the other party to rectify the breach;
b. the Defaulting Party or any of its employees, agents or representatives commits an act of fraud, dishonesty, serious misconduct or infringement of the Intellectual Property Rights of the other party in connection with this agreement; or
c. the Defaulting Party becomes insolvent within the meaning of the Corporations Act.
7.4 Class Solver may terminate this agreement immediately if You:
a. fail to pay on or by the due date for payment any Fees due in accordance with this agreement; or
b. cease to provide within a reasonable time any information or assistance reasonably necessary for Class Solver to provide any part of the Services.
7.5 On expiry or termination of this Agreement for any reason, You must export all Information from the Placement Software if You wish to retain a copy for your records.
7.6 If You are using a Trial Account, your right to use the Services and Trial Account terminates at the end of 1 Access Period.
8. PRIVACY AND YOUR INFORMATION
8.1 Class Solver does not collect Personal Information directly from students or their parents. All student-related data processed through the Placement Software is provided by the Institution’s authorized staff and remains under the control and ownership of the Institution at all times.
8.2 Class Solver does not disclose any Personal Information collected in the course of providing its Services to any party outside of Class Solver other than those third parties used by Class Solver to support the Class Solver platform in providing its Services (Subprocessors). Class Solver Subprocessors are bound by the same data privacy and security requirements to which Class Solver adheres.
8.3 Both parties must, at all times, comply with applicable Privacy Laws.
8.4 You must have all necessary consents to disclose and/or provide any Personal Information contained in your Information, and You warrant that You have procured those consents.
8.5 You own and will continue to own (or otherwise have the right to use) all Information provided to Class Solver under this agreement. In the course of using the Services, You and other Authorized Users may provide or post certain content or information which may be used by Class Solver in connection with the Services and which may be shared to our Subprocessors.
8.6 Class Solver’s commitment to privacy means we:
a. do not sell or release Personal Information for any commercial or marketing purposes;
b. limit access to your Information to Authorized Users using the Placement Software;
c. limit use of your Information to the provision of the Services;
d. adhere to industry best practices for technical and physical access to Information when stored or transferred; and
e. utilize technical safeguards to protect your Information including firewalls, strong password protection, and encryption. Class Solver encrypts Information both in transit and at rest.
8.7 All information that Class Solver acquired from your institution when providing the Services is stored using Microsoft Azure, one of Class Solver’s Subprocessors. If You are located in:
a. the Southern Hemisphere: your data will be stored in servers located in Australia;
b. the Northern Hemisphere (excluding Canada): your data will be stored in servers located in the United States of America; and
c. Canada: your data will be stored in servers located in Canada.
8.8 Please refer to our Privacy Policy for more information, located at https://classsolver.com/privacy-policy.
8.9 Upon executing this agreement by clicking to agree or otherwise, You grant to Class Solver a worldwide, non-exclusive, non-transferable (except to permitted subprocessors), and non-sublicensable right to access and use your Information for the purpose of providing the Services during the Term. You continually warrant that You are the owner or licensee of all your Information; that You have all rights and consents required to provide your Information to Class Solver; and that Class Solver’s use of your Information in accordance with this agreement will not infringe the Intellectual Property Rights or any other rights of any third party or of any of your directors, officers, employees, contractors, agents.
8.10 Upon termination or expiry of this agreement:
a. At the request of the Institution, Class Solver will securely delete all Information without undue delay following such request. Residual copies may remain in encrypted backups for a limited period (typically up to 35 days) before permanent deletion.
b. In the absence of a deletion request, Class Solver may retain Information for a reasonable period to support the ongoing use of the Services across academic years and to allow Institutions to resume use of the platform, unless deletion is requested.
c. Where individual user accounts remain inactive for an extended period (typically 18 months), Class Solver may, at its discretion, initiate a deletion process. Users will be provided with notice prior to deletion of their accounts.
d. Where no active users remain on an account, Class Solver may proceed with deletion of the associated account and Information following a reasonable period of inactivity.
e. Any Information retained for compliance, operational, or record-keeping purposes will be stored securely and in accordance with applicable Privacy Laws.
8.11 You acknowledge and agree that your Information was created or collected by You or on Your behalf and that the Services do not include verification of the legality, accuracy, currency or appropriateness of Your Information.
8.12 You acknowledge and agree that, when sending surveys or sharing student information, your Institution remains solely responsible for ensuring that any recipients are appropriate and that such activity complies with all applicable privacy laws, internal policies, and data-sharing obligations. Class Solver may from time to time display prompts or warnings intended to highlight potential external recipients and may provide functionality to restrict student visibility, but these measures are only an aid and are not definitive. Responsibility for verifying and authorising any sharing of student information remains entirely with your Institution.
9. WARRANTIES, REPRESENTATIONS & INFORMATION
9.1 Class Solver warrants and represents that it is the owner or licensee of the Placement Software and that your use of the Placement Software and Services in accordance with this agreement will not infringe the Intellectual Property Rights of Class Solver or any of its licensors.
9.2 Class Solver continually warrants and represents to You that Class Solver will provide the Placement Software and exercising due care and skill as required under applicable law, and will comply with all applicable laws in performing its obligations under this agreement.
9.3 The Placement Software is designed for desktop use. Class Solver does not make any warranties to You that the Placement Software will be available in any other format or via any particular desktop web-browser.
9.4 You continually warrant and represent to Class Solver that You:
a. are able to pay your debts as and when they fall due;
b. will comply with all applicable laws, including Privacy Laws, in your use of the Services;
c. have the legal right to provide all Information provided to Class Solver during the Term and are not breaching any legal obligation in providing your Information or any part of it;
d. will not copy, transfer, transmit, or otherwise provide access to the Placement Software to any unauthorized party and will not seek to reverse-engineer or reproduce any component of the Placement Software (including source code) for your own benefit or for any other purpose; and
e. will provide all information that is reasonably necessary to assist Class Solver to provide the Services.
10. CONFIDENTIALITY
10.1 In this clause 10, Confidential Information means all data, records, information (including without limitation your Information), copyright, registered and unregistered trade marks, logos, registered and unregistered designs, patents, trade secrets, ideas, concepts, know how, knowledge and any other information, whether in writing or otherwise of or concerning a party or its employees, agents, or contractors under, in contemplation of or in connection with the Services, and Confidential Information includes the terms of this agreement.
10.2 Class Solver maintains the confidentiality of all Personal Information in accordance with Privacy Laws and with any applicable policies on data security and privacy maintained by the educational agenc(ies) with which Class Solver contracts.
10.3 Each party acknowledges that it may receive Confidential Information of the other party and agrees to keep that Confidential Information secret, protected and preserve its confidential nature, and not use it or disclose it to any person (or allow or assist or make it possible for any person to observe or have access to it), except to the extent necessary to provide or use the Services (as appropriate) in accordance with this agreement, to obtain professional advice in relation to the Services, to comply with this agreement, or as required by law.
10.4 The provisions of this clause 10 continue in force notwithstanding completion of the Services or the termination of this agreement.
11. THIRD PARTY RESOURCES
11.1 You acknowledge that the Placement Software may contain software or other content sourced from third parties (such as open-source solvers, interface systems, etc.).
11.2 You acknowledge and agree that Class Solver does not provide or control the software or content provided by any third party. As such, Class Solver is not liable for the acts or omissions of any third party or their content or software.
12. LIABILITY
12.1 To the maximum extent permitted by law, Class Solver provides the Services “as is”.
12.2 Class Solver limits its liability to You:
a. if You are located in Australia, under any applicable consumer guarantees in the Australian Consumer Law in relation to the supply of services to either, at Class Solver’s discretion, the supply of the relevant Services again or the payment of the cost of having those Services supplied again; and
b. for breach of agreement, negligence, breach of statutory duty or any other cause of action other than a breach of an applicable consumer guarantee (regardless of how that liability is caused including without limitation the negligence or breach of Class Solver), arising under this agreement or related to the Placement Software or Services, in aggregate to the total Fees paid by You in the preceding School Allocation Year.
12.3 Nothing in this agreement will limit a party’s liability to any Loss based on or arising from personal injury or death.
12.4 You agree that Class Solver will not be liable for any Loss arising in connection with
a. your misuse of the Placement Software, Services or any Class Options; or
b. any illegality, inaccuracy, obsolescence or inappropriateness of your Information.
12.5 Each party (Indemnifying Party) indemnifies the other party (Indemnified Party) for any Loss incurred as a result of:
a. any infringement by the Indemnifying Party of the Intellectual Property Rights of the Indemnified Party, its licensors or any third party; or
b. any breach by the Indemnifying Party of any applicable Privacy Law, except to the extent that the breach was caused by the acts or omissions of the Indemnified Party.
12.6 You agree that Class Solver will not be liable for any consequential, collateral, special, incidental, indirect, exemplary or punitive damages, including, without limitation, loss of profits or revenue, loss of opportunity or use, damage, loss or destruction of data, costs of cover, costs of delay, however caused and based on any theory of liability, for any claims or causes of action arising out of or related to this agreement or the Services.
12.7 To the maximum extent permitted by law, the limitations in this clause 12 will apply even if a party has been informed of the possibility of such damages.
13. DISPUTE RESOLUTION
13.1 A party must not commence court proceedings in relation to a dispute until it has exhausted the procedures in this clause 13, unless the party seeks urgent injunctive or interlocutory relief.
13.2 If a dispute arises between the parties, either party may give notice of the dispute (Dispute Notice) to the other party. If a Dispute Notice is given:
a. your representative and Class Solver’s representative must negotiate as soon as possible in an effort to resolve the dispute;
b. if the dispute is not resolved within 7 days of the Dispute Notice being given, authorized representatives of both parties must meet by phone or in person (whichever is most practical) to resolve the dispute within 14 days; and
c. if the dispute is not resolved within 21 days of the Dispute Notice being given, Class Solver will instruct the President of the Law Institute of Victoria, Australia to appoint an independent mediator to resolve the dispute by mediation and the parties must participate in the mediation in good faith.
13.3 The parties must continue to perform their obligations under this agreement despite the existence of a dispute or any steps being taken under this clause 13.
14. GENERAL
14.1 Subcontractors: You agree that Class Solver may engage subcontractors or other professional consultants to assist Class Solver to provide the Services.
14.2 Assignment: A party may by written notice to the other party assign, transfer, subcontract or otherwise dispose of, in whole or in part, its rights under this agreement.
14.3 Variation: Class Solver may update these Customer Terms from time to time by providing at least 30 days’ notice via the Class Solver website and/or by email to the account on record. Continued use of the Services after the effective date of the updated terms constitutes acceptance of those changes.
14.4 Announcements: You agree that Class Solver may refer to You as its customer and/or include your Institution name and/or logo on the Class Solver website, promotional materials and/or other publicly available materials. Otherwise, neither party is permitted to make or authorize any public announcement or communication relating to this agreement without the prior written consent of the other party.
14.5 Notices: Any notice or demand to be given or made under this agreement must be in writing (including without limitation by email) signed by a party’s authorized representative.
14.6 Governing law: These Customer Terms are governed by the laws of Victoria, Australia and the parties agree to hear any dispute in relation to these Customer Terms in the federal or state courts sitting in Victoria, Australia.
14.7 Entire agreement: It is expressly acknowledged, by and between the parties, that the terms and conditions set out in this agreement contain the entire agreement concluded between the parties.
15. DEFINITIONS
In this agreement all capitalized terms are as defined in the Schedule, the body of the agreement and:
15.1 Agreement and Customer Terms means these terms and conditions and any schedule or annexure, including any notification of Fees notified to you separately which are incorporated, and form a part of, these Customer Terms.
15.2 Authorized Users means each user authorized by the Institution or its nominated administrator to access the Services, identified by a unique login to the Placement Software.
15.3 Australian Consumer Law means the law contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth) (as amended from time to time).
15.4 Corporations Act means the Corporations Act 2001 (Cth) (as amended from time to time).
15.5 Force Majeure means any act or event caused by any factor that is not within the reasonable control of Class Solver, including without limitation, act of God; war; national emergency; cyber-attack; explosion; epidemics/pandemics, damage to telecommunications infrastructure; Internet service or Class Solver failure or delay.
15.6 GST has the meaning given to it in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) or any other similar value added tax or sales tax applicable in your jurisdiction.
15.7 Information means all documents, data, records and information relating to You or your Institution provided to Class Solver in connection with the Services, including without limitation any personal information or other information of or in relation to your students and records.
15.8 Institution means your school, district or similar educational agency or institution.
15.9 Intellectual Property Rights means all present and future intellectual property or other rights, including copyright, trade mark, designs, patents, circuit layouts, business or domain names, inventions, know-how, confidential information and trade secrets, or moral rights arising anywhere in the world and whether registered or unregistered.
15.10 Personal Information has the meaning given to it in the respective Privacy Laws of your jurisdiction.
15.11 Placement Software means Class Solver’s software, known as the Placement Software, and all content, code, applications and processes contained and made available by Class Solver.
15.12 Privacy Laws means each of the Privacy Act 1988 (Australia); the Personal Information Protection and Electronic Documents Act 2000 (Canada), including applicable provincial privacy laws; the Family Educational Rights and Privacy Act of 1974 (FERPA) (US); and any other applicable privacy legislation in the relevant jurisdiction.
15.13 School Allocation Year means:
a. if You are located in Australia or New Zealand, means the period up to the commencement of the first term of the following school year in the relevant state or territory of Australia or New Zealand;
b. if You are located in the United States of America, means the period up to the commencement of the first term of the following school year in the relevant state of the United States of America; and
c. if You are located in Canada, means the period up to the commencement of the first term of the following school year in the relevant territory or province in Canada; and
15.14 Services means providing access to the Class Solver SaaS including the Class Options feature.
16. FERPA and California AB 1584 (United States Institutions only)
In addition to the terms in these Customer Terms, if your Institution is located in the United States, then Class Solver agrees to abide to the following clauses regarding FERPA and California AB 1584 (Buchanan) Privacy of Pupil Records, 3rd-Party Digital Storage & Education Software (Education Code section 49073.1):
16.1 Parents, legal guardians, or eligible students may review their personally identifiable information contained in your Information and correct erroneous information by contacting your Institution. Additionally, You may access, correct, update, or delete personal information by logging into the Placement Software and making the appropriate changes.
16.2 In the event of an unauthorized disclosure of your Information, Class Solver will promptly notify your Institution unless specifically directed not to provide such notification by law. Notification shall identify:
a. the date and nature of the unauthorized use or disclosure;
b. the data used or disclosed;
c. a general description of what occurred including who made the unauthorized use or received the unauthorized disclosure;
d. what Class Solver has done or shall do to mitigate any effect of the unauthorized use or disclosure;
e. what corrective action Class Solver has taken or shall take to prevent future similar unauthorized use or disclosure; and
f. who at Class Solver the User can contact. Class Solver will keep the User fully informed until the incident is resolved.
16.3 Class Solver agrees to work with your Institution to ensure compliance with FERPA and the parties will ensure compliance by providing parents, legal guardians or eligible students with the ability to inspect and review your Information relevant and to correct any inaccuracies therein as described above.
