These terms of use form a legally binding contract between SOFTWARE OF CHANGE, INC. (“Company” “we” or “us”) and the people and companies (“School” “Parent” “Users” “Subscriber” or “you”) that access and use our website located at Censeo or any related website or mobile platform controlled by us (collectively, the “Website”), or access or use the Censeo Application (“Censeo Application” or “Censeo Services” or “Censeo”). These Terms of Use apply to all Censeo Applications provided through our Website and any other software application we operate, and all content, Censeo Applications and products available at or through the Website.
These Terms of Use applies to the use of the Website, and Censeo Censeo Applications and is between the Company and Users.
It is very important that you read and fully understand these terms of use and using the website, you are entering into a legally binding contract which will impact your rights.
These Terms of Use should be read in conjunction with the privacy policy and any other rules, guidelines, or policies posted on the website.
“You” or “your” refers to you whether you are a Visitor” (which means that you simply browse the Censeo website and Censeo Applications), or a “User” of the Censeo Application.
If applicable, “you” or “your” also means a school or school district or other educational institution otherwise known as an “Enterprise User” using the subscription Censeo Application, with whom the User is associated either as a student, teacher, school or district administrator, principal, or parent of a student and is authorized by the Enterprise User to use the Censeo Application (an “Authorized User”).
“Individual User” as used in these Terms may be a teacher or school or district/board administrator using the Censeo Application.
The term “User(s)” as used herein will refer to all users of the Censeo Application: Individual Users, Authorized Users, and Enterprise Users.
“School” refers to teachers, principals, school districts/boards, school administrators and any other User acting on behalf of an educational institution, regardless of whether the User is an Individual User or an Enterprise User.
“Parent” refers to both parents and guardians who are responsible for a student.
“Personal Information” is any information that can identify a specific individual and other information linked to that personal information.
“Student Data” is personal information that is directly related to an identifiable student that is maintained by a School or related entity or organization, or by us. To the extent U.S. Law applies, Student Data may include, but is not limited to “educational records” as defined by the Family Educational Rights and Privacy Act (“FERPA”), 20 U.S.C. § 1232(g). In Canada, Student Data may include, but is not limited to school records under the Education Act, R.S.O. 1990, c. E.2 (Ontario) or similar Canadian provincial or territorial legislation. Contact your school for details.
If you use the Censeo Application on behalf of a school, district, company, organization, or other entity, then you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf.
You represent and warrant that:
You must only use the Censeo Application for your own lawful purposes, in accordance with these Terms of Use and any notice, policy or condition posted on the Censeo Application. You may use the Censeo Application on behalf of others or in order to provide the Censeo Applications to others but if you do so you must ensure that you are authorized to do so and that all persons for whom or to whom Censeo Applications are provided comply with and accept all these Terms of Use.
You represent and confirm that you are over the age of 18, or have reached the age of majority in your current jurisdiction. We do not target, market, or promote the Censeo Application to those under 18, or not of age of majority in their respective jurisdictions. We do not permit any user under the age of 18 to use the Censeo Application without Parent consent, or School supervision.
You, as the party responsible for user data that we process on your behalf as data processor for the provision of Censeo Applications, represent and warrant to us that you have obtained all legally required informed consents in your jurisdiction from each and every data subject, including without limitation, each covered account, whose data are submitted to use in the course of the provision of the Censeo Applications or collected and transmitted to us by the Censeo Applications. You further warrant that:
By using the Censeo Application, you represent and warrant that:
Censeo provides an intuitive environment that enables modern approaches proven to increase student learning.
You must be at least 18 years old to download the Mobile Application and/or use the Censeo Censeo Application. If you are not at least 18, you may download the Censeo Application and/or use the Censeo Application only in conjunction with, and under the supervision of, your School or Parent. If you are a student under the age of 18 years, you are prohibited from using the Censeo Application unless you have been invited and authorized to use the Censeo Application by a School.
Your School may impose additional policies regarding the use of the Censeo Application, with which you must comply.
Provided that you fully comply with the terms and conditions of this Agreement, we grant to you a limited, personal, non-exclusive, non-transferable and non-sublicensable license to download and use the Mobile Censeo Application for your personal, noncommercial use only and as permitted by the features of the Censeo Application.
Censeo agrees to treat Student Data as confidential and not to share it with third parties , except as as described in these Terms, and in our Privacy Policy.
To the extent necessary to provide the Censeo Application, we may access and collect Student Data in a variety of ways. In the US, we access, collect and process Student Data as a School Official with a legitimate educational interest pursuant to FERPA 34 CFR Part 99.31(a)(1). You agree that, as between the parties, the School or the parent owns and controls all Student Data, whether provided by the school, teacher, school administrator, student, parent or guardian, or any other third-party.
If a School chooses to integrate the school or district’s/board’s Student Information Management System (“SIS”) with the Censeo Application, we will collect and process only that information from the SIS which is necessary for the purposes of providing the Censeo Application. By using the Censeo Application and integrating the Censeo Application with a SIS, you agree to and authorize this data collection. If you do not provide access to your SIS, you may input information manually into the Censeo Application.
If a School chooses to provide Student Data manually, a teacher, school administrator or other individual authorized to access the School account may enter the Student Data through the School login and dashboard. You represent and warrant that you have the requisite authority on behalf of your school or institution to agree to these Terms.
We may collect information, including Personal Information, from students authorized to use the Censeo Application, but the Censeo Application collects such information only at the direction of, and on behalf, of the School.
You must have the requisite consent and authority to provide Student Data to the Censeo Application, or to authorize the Censeo Application to collect Student Data through the Censeo Application.
If you are school, school district/board, school or district/board administrator, teacher, principal, or other individual, regardless of whether you are an Individual User, Enterprise User or Authorized User, you represent and warrant that you have the authority to provide Personal Information, including Student Data, to Censeo Application for the purpose of providing the Censeo Application, and that you have provided appropriate disclosures to your School and to parents regarding your sharing such Personal Information with Censeo. Censeo and the School each agree to uphold their responsibilities under laws governing Personal Information and Student Data, including in Canada, the Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. F.31 (FIPPA), the Education Act (Ontario), the Personal Information Protection and Electronic Documents Act (PIPEDA, Canada), and other applicable provincial and territorial laws, and, in the U.S., the Family Educational Rights and Privacy Act (FERPA), the Protection of Pupil Rights Amendment (PPRA), and the Children’s Online Privacy and Protection Act (COPPA) and applicable State laws.
As permitted by COPPA, If you are a School providing the Censeo Application to children under 13 (whether in the U.S., Canada or elsewhere), you represent and warrant that you have received consent from parents, or have the authority to provide consent on behalf of parents, for us to collect information from students before allowing children under 13 to access our Censeo Applications. We recommend that all Schools provide appropriate disclosures to students and parents regarding their use of Censeo Application providers such as Censeo and that they provide a copy of our Privacy Policy to parents.
We recommend that you provide a copy of the Censeo Privacy Policy to parents and guardians.
You are required to comply with these Terms and all regulations and laws governing the privacy of children and children’s Personal Information in your territory. You represent and warrant that you are in compliance with all applicable data protection laws governing the protection of Personal Information and the sharing of student education records.
By submitting or providing us access to Student Data, you agree that Censeo may use the Student Data solely for the purposes of (i) providing and supporting the Censeo Application, (ii) improving and developing our Censeo Application, (iii) enforcing our rights under these Terms, and (iv) as permitted with the User’s consent. Notwithstanding anything to the contrary, we shall not use Student Data to engage in targeted advertising.
You acknowledge and agree that Censeo may provide access to Student Data to our employees, affiliates, and to certain third party Censeo Application providers, which have a legitimate need to access such information in order to provide their Censeo Applications to us. Examples include the hosting of our encrypted user content files and customer support portal. We and our employees, affiliates, Censeo Application providers, or agents involved in the handling, transmittal, and processing of Student Data will be required to maintain the confidentiality of such data.
Censeo may provide users the ability to use and access third-party Censeo Applications through the Censeo Application, and to share data, including Student Data, with third-parties through the Censeo Application. You consent to allow us to provide access to Student Data to third parties through the Censeo Application as directed by the School or User. You acknowledge that we are not responsible for the data practices of third parties with whom you elect to share Student Data or permit students to access through the Censeo Application, and that, as between us, you are solely responsible for the third party content and the consequences of providing or transmitting Student Data to such third parties, or authorizing those third parties to access Student Data through the Censeo Application.
Schools may request that we delete or retrieve Student Data in our possession at any time by providing such a request in writing, and we shall comply with such request within thirty (30) days. A Parent seeking to modify, correct, or delete Personal Information in a Student Account that is connected to an active class profile will be instructed to contact the School to discuss data deletion or modification. We archive as “read only” Student Data content that is no longer in active use by a School and will continue to provide access to such data to the Parent and Student unless and until we receive a deletion request. If the archived account is no longer covered by a School license, Censeo will delete the archived account, including Personal Information and content associated with such account, after a period of dormancy. We are not required to delete data that has been derived from Student Data so long as it has been anonymized such that it does not reasonably identify an individual.
By using this Censeo Application, you consent to the transfer of your personal information to Canada in accordance with this Privacy Policy. You understand that your personal information will be subject to the laws of Canada, which may be different from those of your country of residence.
For Canadian users, we store and process your personal information in full compliance with the Canada Personal Information Protection and Electronic Documents Act (PIPEDA), and provincial Freedom of Information and Protection of Privacy Acts (FOIPPA).
For United States Users, we store and process your personal information in compliance with FERPA, state laws relating to student data privacy, and other applicable U.S. law.
In order to protect your security, it is your sole responsibility to ensure that all usernames and passwords used to access the website are kept secure and confidential.
You must immediately notify us of any unauthorized use of your account, including the unauthorized use of your password, or any other breach security.
We will investigate any breach of security on the website that we determine in our sole discretion to be serious in nature, but we will not be held responsible or liable in any manner for breaches of security or any unauthorized access to your account however arising.
Except as expressly authorized herein, you agree to the following restrictions:
We reserve the right to discontinue any aspect of the Censeo Application at any time.
In connection with your use of the Censeo Application, you may be subject to charges imposed by your broadband, wireless or other applicable carriers. Payment of such charges is solely your responsibility.
By downloading and/or using the Censeo Censeo Application, you consent to receiving electronic communications and notices from Censeo. You agree that any notice, agreement, disclosure or other communications that we send to you electronically will satisfy any applicable legal communication requirements, including that such communications be in writing.
You agree that use of the Censeo Application does not constitute any basis for ownership of the Censeo Application and that Software of Change Inc., its affiliates or its licensors own all legal right, title, and interest in and to the Censeo Application and all information, materials, images, software, photographs, articles, functions, text and other content solely provided by or on behalf of Software of Chage, Inc. on the Censeo Application (specifically excluding any of your User Content (as defined below) (collectively, “Censeo Content”)). The Censeo Application and all of the Censeo Content, and the selection and arrangement thereof, are protected by the copyright laws and other intellectual property laws.
We reserve all rights not expressly granted herein in and to the Censeo Application and Censeo Content. Unless otherwise noted, the Censeo name and all other trademarks, Censeo Application marks, trade names, logos or other designations of source displayed on the Censeo Application are the property of Software of Change Inc., its affiliates or licensors. All third-party trademarks, Censeo Application marks, trade names, logos or other designations of source are the property of their respective owners. Nothing on the Censeo Application shall be construed as granting any license or right not expressly set forth herein. Any unauthorized use of the Censeo Application or any of the Censeo Content will terminate the permission or license granted herein and may violate applicable law. You will not alter, adapt or otherwise modify any part of the Censeo Application or Censeo Content.
You are solely responsible for any content that you create, transmit, or display while using the Censeo Applications. You further acknowledge and agree that your access to the Censeo Applications and any User Content posted by other users shall by at your own risk and Software of Change Inc., is not liable for any errors, or omissions in any User Content, whether posted by you or another User, nor is Software of Chance Inc., liable for any damages or losses you might suffer in connection with such User Content or other content available on the Censeo Application. We have no duty to take any action regarding how you may interpret or use the content available on the Censeo Application, including other User’s User Content, and you explicitly release us from all liability for any and all User Content and other content you have accessed, downloaded, or acquired through the Censeo Applications.
Some areas of the Censeo Application allow Users to submit, post, display, provide, or otherwise make available content such as profile information, videos, images, music, comments, questions, and other content or information (any such materials a User submits, posts, displays, provides, or otherwise makes available on the Censeo Application is referred to as “User Content”). Software of Change Inc., does not endorse or approve any User Content that you or other Users contribute or post. Censeo Application and Software of Chance Inc. respects the intellectual property rights of others. You must have the legal right to upload any User Content to the Censeo Application. You may not upload or post any User Content to the Censeo Application that infringes the copyright, trademark or other intellectual property rights of a third party nor may you upload User Content that violates any third party’s right of privacy or right of publicity. You may upload only User Content that you are permitted to upload by the owner or by law.
By posting your User Content, you do not lose any ownership rights you may have to it. However, you understand that certain portions of the Censeo Application may allow other Users to view, edit, share, and/or otherwise interact with your User Content, as detailed below. By providing or sharing User Content through the Censeo Application, you agree to allow others to view, edit, share, and/or interact with your User Content in accordance with your settings and this Agreement. Software of Change, Inc. has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Censeo Application, or may also aggregate your User Content with other User Content for the purpose of compiling information regarding users of the Censeo Application as a whole and delivering such aggregated information to third parties in connection with operating, accessing and marketing the Censeo Application. Such aggregate information will not contain any personal information which could identify an individual or institution.
By submitting, posting, displaying, providing, or otherwise making available any User Content on or through the Censeo Application, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Software of Change, Inc. a royalty-free, sublicensable, transferable, non-exclusive, worldwide license to use, copy, print, distribute, display and perform (“Use”) of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, solely as necessary to provide the Censeo Applications as set forth herein.
You also grant each user of the Censeo Application a non-exclusive license to access your User Content through the Censeo Application and to Use your User Content as permitted through the functionality of the Censeo Application (subject to your account settings and permissions and any copyright notices you include in your User Content), the account settings and data sharing functionality of the School or Enterprise User with which your account may be associated, the privacy restrictions in the Censeo Application, and under this Agreement.
At the conclusion of each academic year, the Censeo Application may suspend the ability to post new User Content to any specific classroom; provided, however, that any Student or Parent will be permitted to review, request to delete or otherwise access the archived User Content associated with that Student or Parent.
You agree that the Censeo Application may use your feedback, suggestions, or ideas in any way, including in future modifications of the Censeo Censeo Application, other products or Censeo Applications, advertising or marketing materials. Without eliminating any rights or restrictions governing Censeo’s use of your User Content, You grant Censeo and Software of Change, Inc. a perpetual, worldwide, fully transferable, sub-licensable, irrevocable, fully paid-up, royalty-free license to use the feedback you provide to Censeo in any way. Censeo will not sell, publish or share your feedback in a way that could identify you without your explicit permission.
The Censeo Application may, now or in the future, allow for users to use the Censeo Application to host public forums or messaging boards for online discussion or message posting. These are public forums, and information that you post may be available to other members of the Censeo Application or the public.
The Censeo Application may, now or in the future, allow for users to use the Censeo Application to host public forums or messaging boards for online discussion or message posting. These are public forums, and information that you post may be available to other members of the Censeo Application or the public.
The Censeo Application may contain links to other third party websites, advertisements, or programs that are not controlled by or affiliated with Censeo. Censeo does not endorse, assume any responsibility for and is not responsible for the content, offers or privacy policies of such third party sites and programs. Your dealings with third party sites are between you and the applicable third party. You expressly relieve Censeo and Software of Change Inc. from any and all liability arising from your use of any third-party website, Censeo Application, or content, including without limitation User Content from third party sites or Censeo Applications submitted by other Users of the Censeo Application. Additionally, your dealings with or participation in promotions of Censeo Application providers found on the Censeo Application, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such Censeo Application providers. You agree that Censeo shall not be responsible for any loss or damage of any sort relating to your dealings with such Censeo Application providers.
Since we respect artist and content owner rights, it is Company’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).
If you believe any materials accessible on or from the Censeo Application infringe your copyright, you may request removal of those materials (or access thereto) from the Censeo Applications by contacting Software of Change at the following email: support@softwareofchange.net and providing the following information:
In an effort to protect the rights of copyright owners, we maintain a policy for the termination, in appropriate circumstances, of subscribers and account holders who are repeat infringers.
The Censeo Application and any third-party media, software, Censeo Applications, materials or applications made available in conjunction with or through the Censeo Application are provided “as is” and without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, Censeo and its affiliates, licensors, suppliers, and partners disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights.
Censeo and its affiliates, suppliers and partners do not warrant that the functions contained in the Censeo Application will be uninterrupted or error-free, that any defects will be corrected, or that the Censeo Application or the server that makes it available is free of viruses or other harmful components.
Censeo, and its licensors, suppliers and partners, do not warrant or make any representations regarding the use or the results of the use of the Censeo Application in terms of its correctness, accuracy, reliability, or otherwise. You (and neither Censeo nor its suppliers and partners) assume the cost of any necessary servicing, repair, or correction. You understand and agree that you download, purchase, or otherwise obtain media, materials, or other data through the use of the Censeo Application at your own discretion and risk and that you will be solely responsible for any damage to your equipment, wireless device or loss of data that results from such material or data.
Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have additional rights.
We will not be held liable for, and you herby fully waive the right to claim for, any loss, injury, claim liability or damages of any kind resulting in any way from use of the website
Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you. In such cases, Censeo’s and Company’s liability will be limited to the extent permitted by law.
Notwithstanding the foregoing, in no event shall Censeo, or Company regardless of the cause of action, have any liability for any damages incurred by reason of any products or Censeo Applications sold or provided to you by third parties other than Censeo and received by you through or advertised on the Censeo Application or received by you through any links provided on the Censeo Application.
You agree to indemnify and hold harmless SOFTWARE OF CHANGE, INC., including our officers, directors, shareholders, employees and agents, from and against any and all claims and expenses, including legal fees and disbursements, which are made against us and arise out of your use of the website/Censeo Applications, including but not limited to your violation of any term of these terms of use or any other policy posted on the website.
By using the Censeo Applications you consent to the collection, use and disclosure of your personal information and aggregate and/or anonymized data as set forth in our [hyperlink], and to have your personal information collected, used, transferred to and processed in Canada and the United States.
These Terms of Use and any access to or use of the website shall be governed by, and construed in accordance with the laws in force in the Province of Ontario, Canada.
Arbitration
Not applicable in Quebec in respect of consumer agreements or other provinces or states that prohibit mandatory arbitration for consumer agreements.
Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from Company.
By using the Censeo Application, you agree to resolve any claim or dispute arising between you and us on an individual basis, rather than addressing such claim or dispute as part of a group or class. You hereby waive any right you may have to commence or participate in any class action lawsuit commenced against SOFTWARE OF CHANGE, INC. or its affiliates related to any claim, dispute, or controversy arising from your use of the Censeo Application. Where applicable, you hereby agree to opt out of any class proceeding against SOFTWARE OF CHANGE, INC. otherwise commenced. The above waiver shall not apply to claims or disputes arising under consumer protection legislation or any other claim or dispute where a waiver of class action lawsuits is unenforceable at law.
Your rights under this Agreement will automatically terminate without notice from Censeo for any reason, including if you fail to comply with any term of this Agreement. In case of such termination, you must cease all use of the Censeo Application and Censeo may immediately restrict your access to the Censeo Application.
These Terms of Use may be updated and amended from time to time. We reserve the right to change these terms of use at any time, and any amended terms of use are effective upon posting to the website. Your continued use of the website will be deemed to be immediate and unconditional acceptance of any amended terms of use, whether or not we deemed terms of use, whether or not we deemed the amendments to be material.
We may assign or delegate these terms of use, in whole or in part, to any person or entity at any time with or without your consent and without prior notice to you. Users may not assign or delegate any rights or obligations under these terms of use, without our prior written consent, and any unauthorized assignment and delegation is void.
No waiver of a provision, right or remedy of this agreement shall operate as a waiver of any other provision, right or remedy or the same provision, right or remedy on a future occasion.
The parties to these terms of use are independent contractors and are not partners or agents. SOFTWARE OF CHANGE, INC. has no fiduciary obligations or professional obligations whatsoever to you arising from these terms of use or your use of the website.
If by reason of Force Majeure including, without limitation, earthquakes, governmental regulation, fire, flood, labor difficulties, civil disorder and all acts of God, or any other act, event or circumstance beyond the reasonable control of a Party (whether or not mentioned or foreseeable), a Party is unable to perform in whole or in part its obligations as set forth in this Agreement, except for payment obligations, such Party shall not be liable to the other for its failure to perform said obligations.
In the event that any provision or part of this agreement is found to be void or invalid by a court of law, the remaining provisions, or parts thereof, shall be and remain in full force and effect.
The heading references herein are for convenience purposes only, do not constitute a part of these Terms of Censeo Application, and shall not be deemed to limit or affect any of the provisions hereof. Any Censeo Applications or applications or related materials are “commercial items” as that term is defined in 48 C.F.R. Pt. 2.101 consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. Pt. 12.212. Consistent with 48 C.F.R. Pt. 12.212 and 48 C.F.R. Pt. 227.7202-1, Pt. 227.7202-3 and Pt. 227.7202-4, if the Customer hereunder is the U.S. Government or any agency or department thereof, any Censeo Applications or application and related materials are licensed:
We welcome you to contact us with any questions on these terms of use. You can send your questions regarding these terms of use to the following email address: support@softwareofchange.net.
