Terms of Service

This Customer Terms of Service ("Agreement") is entered into by and between uNote LLC, a Minnesota limited liability company ("uNote," "we," "our," or "us"), and the entity or person accessing or using the Services ("Customer," "you," or "your"). If you are accessing the Services on behalf of a company, institution, or other legal entity, you represent and warrant that you are authorized to accept this Agreement on that entity's behalf.

The "Effective Date" of this Agreement is the earlier of (a) your initial access to the Services through any online provisioning, registration, or order process or (b) the effective date of the first Order Form referencing this Agreement. By accessing or using the Services, you agree to be bound by all terms, conditions, and notices in this Agreement.

1. Definitions

• "Agreement" means this Customer Terms of Service, any Order Forms, and any attachments, policies, or documents referenced herein.
• "Beta Services" means features or services identified as "alpha," "beta," "preview," "early access," or similar designations.
• "Customer Data" means any data, content, or information that Customer or its Users submit to or generate through the Platform, including course materials, student submissions, notes, and AI interaction logs.
• "Documentation" means uNote's user guides and other end-user documentation made generally available to customers.
• "AI Features" means any features of the Services that use or leverage artificial intelligence, large language models, machine learning algorithms, or similar technologies, including the AI tutor, the agentic course-authoring tools, and automated grading or analytics tools.
• "Order Form" means any uNote ordering document, online registration, or order confirmation referencing this Agreement.
• "Output" means any text, content, analysis, recommendation, or other material generated by AI Features in response to Customer Data or user prompts.
• "Platform" means the uNote software platform, including all related services, features, APIs, and interfaces.
• "Services" means the uNote Platform and all related services made available to Customer under this Agreement and any applicable Order Form.
• "Subscription Term" means the period during which Customer is entitled to access the Services as specified in an Order Form.
• "uNote Materials" means all software, specifications, documentation, and other content provided by uNote in connection with the Services, excluding Customer Data.
• "Usage Data" means diagnostic and usage-related data from the operation of the Platform, such as usage patterns, engagement analytics, and performance logs, not including personally identifiable Customer Data in its original form.
• "Users" means the individual students, instructors, teaching assistants, and administrators authorized by Customer to access the Services.

2. The Services

2.1 License Grant

Subject to the terms and conditions of this Agreement and any applicable Order Form, uNote grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term solely for Customer's internal educational purposes and as permitted by the Platform's functionality.

2.2 Ownership

All rights, title, and interest in and to the Platform, the Services, uNote Materials, Usage Data, and all related intellectual property belong exclusively to uNote and its licensors. No rights are granted to Customer other than as expressly set forth in this Agreement. Nothing herein prohibits uNote from using Usage Data for operating, improving, and developing the Services, provided that uNote will not disclose Usage Data to third parties in a manner that identifies Customer or any individual User.

2.3 AI Features

The Services include AI Features such as an AI tutor grounded in course materials, agentic tools that generate lesson plans, assignments, and exams from instructor prompts, automated analytics, and similar tools. Customer acknowledges and agrees that:

• Customer Data, including student queries and course content, will be transmitted to and processed by AI Features and third-party AI model providers in order to generate Output.
• AI Features may automatically perform internet searches through a third-party search provider (currently Brave) to incorporate current information into Output. In that case, an AI-generated search query derived from a user's message is transmitted to the search provider, and Output may incorporate third-party web content drawn from public web pages. Such content originates from third-party sources that uNote does not control and cannot guarantee for accuracy, completeness, appropriateness, or availability. Search results are filtered at the provider API level, and Customer may request that uNote disable internet search for its deployment.
• Output may be inaccurate, incomplete, or inappropriate given the probabilistic nature of AI technology. All Output is provided "as is" and uNote makes no representations or warranties regarding its accuracy, completeness, or fitness for any particular purpose.
• Decisions made in reliance on Output are made at Customer's own risk. uNote shall have no responsibility or liability arising from the use of or reliance on Output.
• AI Features are designed to be grounded in instructor-uploaded course materials and subject to instructor-configured controls (Tutor Mode, Require Citations, Prevent Summarizations, and Advanced Prompts). uNote does not guarantee that AI Features will remain within those boundaries in all cases.
• AI Features do not render final decisions regarding grades, academic standing, or discipline. Instructors assign grades. Automated scoring of objective questions is configured by the instructor and may be reviewed and overridden by the instructor. AI Features supplement instruction; they do not substitute for it, and Customer remains responsible for instruction.
• Users are informed when they are interacting with an AI.

2.4 Beta Services

Customer may access Beta Services at its sole discretion. Notwithstanding anything else in this Agreement: (a) Beta Services may be changed, suspended, or terminated at any time without notice; (b) Beta Services may not meet the same reliability, security, or availability standards as generally available Services; and (c) BETA SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY, INDEMNITY, OR SUPPORT AND UNOTE'S LIABILITY FOR BETA SERVICES SHALL NOT EXCEED FIFTY DOLLARS (US $50).

2.5 Free and Pilot Services

Use of any free-tier or pilot access to the Services is subject to this Agreement. uNote may, in its sole discretion and for any or no reason, suspend or terminate free or pilot access at any time without prior notice and without liability. FREE AND PILOT SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY AND UNOTE SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO SUCH SERVICES, UNLESS SUCH EXCLUSION IS NOT ENFORCEABLE UNDER APPLICABLE LAW.

3. Customer Data

3.1 Customer Ownership

Except for the limited rights expressly granted to uNote under this Agreement, Customer retains all rights, title, and interest in and to all Customer Data. Customer is solely responsible for the accuracy, quality, legality, and appropriateness of all Customer Data submitted to or generated through the Services.

3.2 License to uNote

Customer grants uNote a non-exclusive, worldwide, royalty-free right to access, reproduce, process, and use Customer Data solely to (a) provide and operate the Services; (b) prevent or address technical or security issues; (c) comply with applicable law; and (d) act at Customer's direction or request. uNote will not use Customer Data to train or improve any uNote or third-party AI or machine learning model. The only exception requires Customer to execute a separate written agreement permitting a specific, defined use. The AI model providers uNote engages are under written terms that likewise prohibit training on Customer Data and that limit their retention of it.

3.3 Aggregate and De-Identified Data

uNote may create aggregated, de-identified, or anonymized data from Customer Data in a manner that does not permit identification of Customer or any individual User ("Aggregate Data"). uNote may use Aggregate Data to operate, improve, develop, and enhance the Platform and Services. uNote will not sell Aggregate Data, use it for advertising, use it to train AI models, or use it to build a commercial profile of any User, and will not attempt to re-identify it. Where Customer has executed a DPA, any narrower restriction in that DPA controls.

3.4 Security

uNote shall implement and maintain commercially reasonable technical and organizational safeguards designed to protect Customer Data against accidental, unlawful, or unauthorized access, use, disclosure, alteration, or destruction, including encryption at rest and in transit, access controls scoped to enrollment, and logging and alerting.

Customer Data is stored and processed in the United States and will not be transferred outside the United States without Customer's written permission. uNote shall notify Customer within seventy-two (72) hours of confirming a security breach affecting Customer Data, describe the nature and scope of the incident, and cooperate with Customer in any notifications required by law. Customer, not uNote, controls what is communicated to students, parents, and the public.

3.5 Student Records; FERPA, COPPA, PPRA, and State Privacy Law

To the extent Customer Data includes student education records subject to the Family Educational Rights and Privacy Act ("FERPA"), uNote agrees to act as a "school official" with a "legitimate educational interest" under FERPA in accordance with the terms of this Agreement. uNote shall not disclose student education records to third parties except as permitted by FERPA and this Agreement.

Where Customer deploys the Services to students under the age of 13, uNote relies on the school-authorization pathway recognized under the Children's Online Privacy Protection Act ("COPPA"), under which Customer consents to the collection of a child's personal information on behalf of parents, strictly within the educational context. Customer is responsible for providing notice to parents; uNote will furnish Customer with direct notice materials describing its data practices for that purpose, and will reissue them when its practices or subprocessors materially change.

Precedence. Where Customer has executed a Data Processing Addendum ("DPA") with uNote, that DPA governs uNote's processing of Student Data - including permitted purposes, prohibited uses, subprocessors, security, data residency, breach notification, retention, and deletion - and controls over any conflicting provision of this Agreement. Nothing in this Agreement shall be construed to grant uNote rights in Student Data beyond those the DPA permits.

4. Restrictions and Responsibilities

4.1 Prohibited Uses

Customer shall not, and shall ensure its Users do not:

• Modify, copy, create derivative works of, reverse engineer, decompile, or disassemble the Services or uNote Materials.
• Resell, sublicense, or otherwise provide access to the Services to third parties outside Customer's own institution or organization.
• Use the Services to post or transmit infringing, defamatory, obscene, threatening, or otherwise unlawful content.
• Use automated software, bots, spiders, or scrapers to extract data from the Platform in an unauthorized manner.
• Intentionally interfere with or disrupt the integrity or performance of the Services.
• Remove or alter any trademark, copyright, or other proprietary notices in the Services.
• Use the Services in violation of any applicable law, including laws governing data privacy, academic integrity, and the recording or monitoring of communications.
• Access the Services from a jurisdiction subject to U.S. sanctions or export restrictions.

4.2 Customer Responsibilities

Customer is responsible for (a) maintaining the security and confidentiality of all User account credentials; (b) all activities that occur under Customer's account; (c) ensuring Users comply with this Agreement; and (d) promptly notifying uNote of any unauthorized access to or use of Customer's account. Customer shall provide uNote with accurate and complete account and billing information and keep such information current.

5. Fees and Payment

5.1 Fees

Customer shall pay uNote the fees specified in the applicable Order Form ("Fees"). All Fees are non-refundable and non-creditable except as expressly set forth in this Agreement. If Customer in good faith disputes any billed Fees, Customer must notify uNote in writing within thirty (30) days of the invoice date to receive consideration for an adjustment or credit.

5.2 Taxes

All Fees are exclusive of applicable taxes, duties, and similar assessments. Customer is responsible for all sales, use, excise, and similar taxes imposed by any governmental authority on amounts payable under this Agreement, other than taxes on uNote's net income.

5.3 Late Payment

If Customer fails to pay any undisputed Fees when due, uNote may charge interest on the past-due amount at 1.5% per month or the highest rate permitted by law, whichever is lower. If such failure continues for ten (10) days following written notice, uNote may suspend Customer's access to the Services without incurring any liability.

6. Warranties and Disclaimers

6.1 Mutual Warranty

Each party represents and warrants that it has the legal power and authority to enter into this Agreement, and that doing so will not violate any other agreement to which it is a party.

6.2 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 6.1, THE SERVICES AND ALL UNOTE MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNOTE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE, OR TRADE. UNOTE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE, OR APPROPRIATE.

7. Confidentiality

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, the terms and pricing of this Agreement, Customer Data, and uNote's Platform and technology.

The Receiving Party shall not disclose or use Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement without prior written consent. Each party may disclose Confidential Information to its personnel and agents who are subject to confidentiality obligations at least as protective as those herein. Either party may disclose Confidential Information to the extent required by law or court order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice where permitted.

8. Indemnification

8.1 uNote Indemnification

uNote will indemnify and hold Customer harmless from and against any third-party claim alleging that Customer's use of the Services as permitted under this Agreement infringes or misappropriates a third party's valid U.S. patent, copyright, trademark, or trade secret. uNote shall, at its expense, defend such claim and pay damages finally awarded against Customer, including reasonable attorneys' fees.

8.2 Customer Indemnification

Customer will indemnify and hold uNote harmless from and against any third-party claim arising from or related to (a) Customer's breach of Section 4.1 (Prohibited Uses), (b) any Customer Data, or (c) Customer's or any User's use of any Output.

9. Term and Termination

9.1 Automatic Renewal; Cancellation

The term of this Agreement commences on the Effective Date and continues until all Order Forms have expired or been terminated. Unless otherwise specified in an applicable Order Form, each Subscription Term will automatically renew for successive periods of equal length at uNote's then-current pricing unless either party provides written notice of non-renewal at least thirty (30) days prior to the renewal date.

9.2 Termination for Cause

Either party may terminate this Agreement if (a) the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days of written notice; or (b) the other party becomes subject to bankruptcy, insolvency, or similar proceedings. uNote may immediately terminate this Agreement if Customer breaches Section 4.1 in a manner that uNote determines cannot be adequately cured.

9.3 Effect of Termination

Upon expiration or termination of this Agreement, the rights and licenses granted to Customer terminate immediately. Upon Customer's written request made within thirty (30) days of termination, uNote shall provide a reasonable means for Customer to export or retrieve Customer Data. uNote shall delete all Customer Data from its active systems within ninety (90) days of termination. Copies retained in encrypted backups used solely for disaster recovery are erased on the normal backup rotation, within thirty-five (35) days, and are not used for any other purpose. During the Subscription Term, uNote shall delete specific Customer Data within thirty (30) days of Customer's written request, except where retention is required by law or where Customer has directed uNote to preserve academic records such as grade history.

10. Limitation of Liability

EXCEPT FOR THE PARTIES' INDEMNIFICATION OBLIGATIONS AND CUSTOMER'S BREACH OF SECTION 4.1, IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER THEORY FOR ANY LOST PROFITS, DATA LOSS, COST OF SUBSTITUTE GOODS OR SERVICES, OR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL UNOTE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO UNOTE UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

11. Copyright Takedown Policy

uNote respects the intellectual property rights of others and expects its Users to do the same. In accordance with the Digital Millennium Copyright Act ("DMCA") and other applicable laws, uNote will respond expeditiously to claims of copyright infringement committed using the Services when such claims are properly submitted to our designated copyright agent.

11.1 Filing a Takedown Notice

If you believe that content available on or through the Services infringes your copyright, you may submit a written notice to our designated agent that includes all of the following:

• A physical or electronic signature of the person authorized to act on behalf of the copyright owner.
• Identification of the copyrighted work you claim has been infringed, or if multiple works are covered by a single notice, a representative list of such works.
• Identification of the specific material you claim is infringing, with sufficient detail for uNote to locate it on the Platform (e.g., URL or description).
• Your contact information, including your full legal name, mailing address, telephone number, and email address.
• A statement that you have a good-faith belief that the use of the material is not authorized by the copyright owner, its agent, or the law.
• A statement, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf.

Send DMCA notices to our designated agent at: [email protected]. Please include "DMCA Takedown Notice" in the subject line.

11.2 Counter-Notification

If you believe that content removed (or disabled) from the Services was removed in error or misidentification, you may file a counter-notification with our designated agent. A valid counter-notification must include:

• Your physical or electronic signature.
• Identification of the material that was removed or disabled and the location at which it appeared before removal.
• A statement under penalty of perjury that you have a good-faith belief the material was removed or disabled as a result of mistake or misidentification.
• Your full legal name, mailing address, and telephone number, and a statement consenting to the jurisdiction of the Federal District Court for the district in which your address is located (or for the District of Minnesota if your address is outside the United States), and that you will accept service of process from the person who submitted the original notice or an agent of that person.

Upon receipt of a valid counter-notification, uNote will forward a copy to the original complainant and, absent a court order, may restore the removed content within ten (10) to fourteen (14) business days.

11.3 Repeat Infringer Policy

It is uNote's policy to terminate, in appropriate circumstances and at uNote's sole discretion, the accounts of Users who are determined to be repeat infringers. uNote may also, in its sole discretion, limit access to the Services or terminate accounts if it determines that repeated or egregious infringement has occurred.

12. General Provisions

12.1 Relationship of the Parties

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, fiduciary, or employment relationship between the parties.

12.2 Governing Law

This Agreement and any disputes arising out of or related to it shall be governed by and construed in accordance with the laws of the State of Minnesota, without giving effect to its conflicts-of-law principles.

12.3 Force Majeure

Except for payment obligations, neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government actions, labor disputes, internet or infrastructure failures, or denial-of-service attacks. The affected party shall promptly notify the other party and make reasonable efforts to mitigate the impact.

12.4 Severability

If any provision of this Agreement is held unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

12.5 Assignment

Neither party may assign this Agreement or any of its rights or obligations without the prior written consent of the other party (not to be unreasonably withheld), except that either party may assign this Agreement without consent (a) to an affiliate, or (b) in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in breach of this section is void.

12.6 Notices

uNote may give general notices to all customers by email or through the Platform. Notices to uNote required under this Agreement must be sent to [email protected] or to uNote's address of record.

12.7 Entire Agreement; Amendments

This Agreement, together with all Order Forms and incorporated policies, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous written and oral agreements. uNote reserves the right to modify this Agreement, effective upon the commencement of any renewal Subscription Term. Continued use of the Services after such changes constitutes acceptance. If Customer objects to a modification, Customer's sole remedy is to terminate the Agreement prior to the next renewal term.

13. Dispute Resolution and Arbitration

Please read this section carefully. It affects your legal rights, including your right to bring claims in court.

13.1 Good-Faith Negotiations

Before initiating arbitration, the parties shall attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to this Agreement ("Dispute") through direct negotiation. Either party may initiate this process by sending written notice identifying the Dispute. The parties shall have thirty (30) days from such notice to resolve the Dispute before either party may initiate arbitration.

13.2 Binding Arbitration

If the parties cannot resolve a Dispute through good-faith negotiation, the Dispute shall be finally and exclusively resolved by binding arbitration. The arbitration shall take place in the State of Minnesota, in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures ("JAMS Rules") then in effect, by one commercial arbitrator with substantial experience in resolving commercial contract disputes, selected from the appropriate list of JAMS arbitrators pursuant to the JAMS Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

13.3 Individual Basis; Class Action Waiver

13.4 Opt-Out Right

You have the right to opt out of the arbitration and class-action waiver provisions of this Section 13 by sending written notice of your decision to opt out to [email protected] within thirty (30) days of first accepting this Agreement. Your notice must include (a) your full name and address, (b) the email address associated with your account, and (c) a clear statement that you want to opt out of this arbitration agreement. If you opt out, the other provisions of this Agreement remain in full force and effect.

13.5 Exceptions

Notwithstanding the foregoing, either party may (a) bring an individual action in small claims court for Disputes within the scope of that court's jurisdiction; and (b) seek emergency injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement of intellectual property rights or breach of confidentiality obligations.

13.6 Confidentiality of Proceedings

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

13.7 Fees

The JAMS Rules will govern payment of all arbitration fees. For disputes involving amounts less than ten thousand dollars ($10,000), uNote will pay all JAMS filing, administration, and arbitrator fees, unless the arbitrator determines the claim was frivolous or brought for an improper purpose.

13.8 Governing Court (If Arbitration Does Not Apply)

In the event this arbitration agreement is found not to apply to a particular claim, the parties agree that any judicial proceeding (other than small claims actions) shall be brought exclusively in the state or federal courts located in Minnesota, and the parties irrevocably consent to the personal jurisdiction and venue of such courts.

Contact

If you have questions about this Agreement, including legal notices and DMCA matters, please contact us at [email protected].