District Terms

Update: March 2025

These District Terms of Service contain terms that apply to you as a district user of the ClassDojo Service ("District User"), along with additional terms that may apply to you as a User registered as a teacher, school leader, aide, or other similar personnel ("School Personnel"), or a parent under our ClassDojo Terms of Service. District Users are also subject to our Student Data Privacy Addendum (“Student DPA”). The ClassDojo Terms of Service and the Student DPA are hereby incorporated by reference and, along with the District Terms of Service, will be referred to collectively as (“Terms”).

These Terms govern ClassDojo’s provision of the ClassDojo for Districts program (the “Program”) on the ClassDojo platform (the “Platform”), and any other products and services that the Program may provide now or in the future to the Partner District (collectively the “Service” or “Services”). You represent and warrant that you are an authorized representative of Partner District (the “Decision Maker”).

Programs.

Subject to the Terms, ClassDojo hereby grants Partner District the limited, nonexclusive, nontransferable, non- sublicenseable right to access and use the Platform via the Internet during the Term solely for Partner District’s use, including use by District User’s students, staff, and parents, where applicable (“Authorized Users”).

Third-Party Platforms.

As part of the Services, ClassDojo has partnered with third-party platforms in order to personalize support to provide Services such as the Rostering and SSO Services. Partner District agrees that the third-party platforms or websites identified by Classdojo will be required to be utilized by Partner District and/or its Users (as defined below) in connection with the Services (collectively “Third-Party Platforms”). Partner District and/or its Users (as applicable) will be required to separately enter into agreements with such Third-Party Platforms as set forth in [this section(url)] below. Such Third-Party Platforms are not owned or controlled by ClassDojo. Partner District agrees that ClassDojo not responsible for any such Third-Party Platform, including the accuracy, integrity, quality, usefulness, safety or Intellectual Property Rights of or relating to such Third-Party Platforms (including any privacy policies or opinions expressed on the Third-Party Platforms). Additionally, you agree that ClassDojo shall not be liable for any of the actions of the Third-Party Platforms. Partner District’s interactions with Third-Party Platforms organizations and/or individuals found on or through the Service are solely between you and such organizations and/or individuals and are subject to their respective terms and conditions and privacy policies.

Partner District Obligations.

In connection with its selection as a Partner District and in order to launch and implement the Program and Service, Partner District acknowledges and agrees it shall:

• Follow all reasonable requirements that are posted on the ClassDojo website under the captions “Program Requirements” and “Technical Requirements”, as amended from time to time, which are incorporated by reference into the Terms;
• Designate a representative to communicate regularly (consisting of not less than thirty minutes of discussions each week) with the ClassDojo staff.
• Promote and raise visibility of the Program via Partner District’s marketing channels such as an organization website, newsletter announcements, communication with parents, and/or school announcements;
• Agree to use the ClassDojo name and/or logo only when the Partner District application is approved by ClassDojo; and not take any actions that would damage ClassDojo’s global brand.

Access to the Services.

Partner District shall only grant access to the Program and the Services to students who are enrolled in at Partner District (“Student Users”). In addition, Partner District shall only grant access to the Program and Services to the parents and legal guardians of Student Users, and the teachers, employees, officials, or agents (“Licensed Users”) who have accepted the Terms of Service. The Student Users and Licensed Users are, collectively, referred to herein as the “Users”.

Compliance with Terms, Student DPA, and Terms of Service.

Partner District’s use of the Services must be in compliance with these Terms which include the Student DPA, and the Terms of Service). Partner District will provide information and education, and where needed create policies and regulations, to ensure that all of its Users comply with the Terms. If a User violates these Terms, the Partner District shall promptly notify ClassDojo and shall cooperate with ClassDojo in taking reasonable steps to remediate such violations. Notwithstanding the foregoing, ClassDojo reserves the right to immediately suspend any User’s or the Partner District’s access to the Services in its sole discretion for any reason (with or without cause) and terminate these Terms in accordance with Section 9.

Partner District and/or its Users must Create Third Party Accounts.

For any Third-Party Platform required for the implementation of the Service, Partner District and/or certain of its Users will be required to separately create an account on such Third-Party Platforms in the Partner District and/or its Users’ name (“Third-Party Account(s)”). Partner District acknowledges and agrees that in connection with the Services, it or its Users will be required to create such Third-Party Accounts for the Services to function. Such Third-Party Accounts are required by the Third-Party Platforms to be set up directly between the Third-Party Platforms and Partner District and/or its Users. Use of the Third-Party Accounts will be governed by the terms of use, agreements, policies, rules, guidelines and privacy policies of such Third-Party Platforms, including, without limitation, those terms applicable to any use of a Third-Party Platform’s application programming interfaces (“API”) or Oath Logins by Partner District and/or its Users (“collectively the “Third Party Terms”). Partner District agrees and acknowledges that it and/or its Users is solely responsible for compliance with such Third-Party Terms. If required to provide the Services, Partner District hereby authorizes and grants ClassDojo a right to use any names, passwords, API keys or other keys (“Third Party Account Keys”) solely as necessary to provide the Services to Partner District and its Users.

Rostering Partner District Teachers and Administrative Accounts.

To provide the Services, Classdojo may choose to provide you with the ability to roster all teachers, Student Users and any required Third-Party Platform administrators (“Third-Party Platform Administrators”) as authorized users of Partner District within Partner Districts own instance of the applicable Third-Party Platform (“Rostering”). You give us permission to connect with Edlink or Classlink and receive Partners District data on your behalf to provide you with Rostering.

Additional Schools.

If ClassDojo approves the participation of additional schools within such a Partner District in the Program, then ClassDojo and Partner District agree to update in writing.

Representations and Warranties.

• Each Party represents and warrants that it has the full right, power and authority to enter into these Terms and carry out its obligations hereunder.
• Representations and Warranties of Partner District. Partner District represents and warrants to ClassDojo that: (a) any information provided by it to ClassDojo is true and accurate; (b) it shall not make any false or misleading representations or statements with respect to the Program, Services or ClassDojo; (c) the Student Data that Partner District authorizes ClassDojo to process hereunder and the Student Data given to ClassDojo does not and will not (i) infringe, violate or misappropriate any third party right, including, without limitation, any Intellectual Property Right or right to privacy, in any jurisdiction; and (ii)) contain any information that violates (or that will cause ClassDojo if processing any Student Data, to violate) any applicable law or regulation, including, without limitation, any data protection laws and regulations; (d) nothing in these Terms (including the instructions from Partner District to ClassDojo for the processing of Student Data) will violate any contractual or disclosure obligations of Partner District relating to privacy, data protection, and the collection and use of information (including, without limitation, any disclosures in any Partner District privacy policy and any representations by Partner District to its Users (e) Partner District has and will at all times maintain privacy disclosures (including a privacy policy) that accurately describe Partner District’s collection, use, retention, and disclosure of, and security measures with respect to, Student Data under these Terms and that are at all times in compliance with all applicable data protection laws and regulations; and (f) the provision of the Student Data by Partner District to ClassDojo hereunder shall be accurately and clearly reflected in Partner District’s privacy disclosures (including under Partner District’s privacy policy) and such privacy disclosures shall permit ClassDojo to use the Student Data consistent with these Terms.

Program and Service Operation.

During the Term of these Terms, ClassDojo shall use commercially reasonable efforts to ensure that the Program and the Services shall function properly. ClassDojo shall use commercially reasonable efforts designed to promptly correct any failure of the Program and the Services to perform as described in these Terms.

Changes to Program and the Services.

From time to time, ClassDojo may implement changes and improvements to the Services, including by conducting maintenance, updating the functionality and look of the Services, and adding or removing functionalities or features. ClassDojo may, without liability to Partner District, stop providing the Services to Partner District or its Users, or add or create new limits to the Services or restrict Partner District’s or its Users’ access to all or a part of the Service at any time.

Technology.

The Program and the Services may contain material derived in whole or in part from material supplied by ClassDojo as well as other sources. As between the Parties, ClassDojo owns and retains all right, title to and interest in, including all related Intellectual Property Rights to (a) the ClassDojo Technology, including all improvements, enhancements or modifications thereto, and (b) any comments, feedback, information and/or suggestions from Partner District in relation to the Services (collectively, “Feedback”) and expressly reserves all rights not expressly granted to Partner District hereunder. Except for the limited rights expressly granted to Partner District in the Terms, all ClassDojo Technology and all Intellectual Property Rights pertaining thereto, are and shall remain the property of ClassDojo, its authorized Users and its respective licensors. The Partner District and its Users shall abide by the intellectual property provisions set forth in the Terms of Service and all applicable copyright and other intellectual property laws.

“ClassDojo Technology" means the Services themselves and the past, present and future content of the Services, including all software in any format (including ClassDojo proprietary code and third party software), hardware, products, processes, algorithms, user interfaces, know-how, techniques, organization, designs, text, images, photographs, illustrations, audio or video material, artwork, graphic material, themes, podcasts, advertising copy, databases, proprietary information, all copyrightable or otherwise legally protectible elements of the Services and all other tangible or intangible materials related to, displayed, performed or distributed on the Services, including, the selection, design, structure, sequence, and "look and feel" and arrangement of items on the Services, and all ClassDojo Marks, domain names, patents, and other intellectual property. ClassDojo Technology does not include any Student Data (as defined in the Student DPA) or Confidential Information of the Partner District. “ClassDojo Marks” means the trademarks, service marks, logos, or any other trade name, trademarks, service marks and other distinctive or proprietary brand features of ClassDojo.

“Intellectual Property Rights” means any patent, patent application, copyright, moral right, trade name, trademark, service mark, trade secret, and any applications or right to apply for registration therefore, computer software programs or applications, tangible or intangible proprietary information, or any other intellectual property right, in any media, whether registered or unregistered, and whether first made or created before or after the Effective Date. Partner District. As between the Parties, Partner District owns all right, title and interest, including all related Intellectual Property Rights, in and to the Student Data. Except for the limited rights expressly granted to ClassDojo in the Terms, all such Student Data and all Intellectual Property Rights pertaining thereto, are and shall remain the property of Partner District, its authorized Users and its respective licensors.

License by ClassDojo.

Unless stated otherwise in these Terms, ClassDojo grants to Partner District and its Users the non-exclusive, non-assignable, non-transferable, limited right to access and use for no charge the Platform during the term of these Terms solely for noncommercial educational purposes and subject to the term of this Terms. ClassDojo grants Partner District and Users a non-exclusive, non-assignable, non-transferable, limited right to use, download, copy, modify, perform, or display educational materials made available in the Platform or Program for noncommercial, in-class instructional purposes during the term of this Terms.

License to Feedback and Student Data.

Partner District assigns to ClassDojo all right, title to and interest in any Feedback (including without limitation, all Intellectual Property Rights). During the Term, in order to allow ClassDojo to provide the Service, Partner District hereby grants to ClassDojo, and its authorized personnel a non-exclusive, worldwide, fully paid, royalty-free, transferable (in connection with assignment of the Terms), sublicensable (as necessary to perform the Services, including as set forth in the Student DPA, the right and license to (1) use, copy, access, store, process, reproduce, publicly perform, publicly display, publish (in whole or in part), modify, distribute, create derivative works of, and transmit Student Data to provide and improve the Services as described hereunder and as allowed in the Student DPA, including through any future media in which the Service may be distributed; (2) use, modify, prepare derivative works, publish, distribute and sublicense Feedback without any compensation to you; (3) use for other purposes permitted by the Student DPA. Without limiting the foregoing, Partner District agrees that the Student Data posted on (or used and processed by) Third-Party Platforms may appear (or be used by such Third-Party Platforms) after termination and that ClassDojo has no obligation to remove the Student Data from any Third-Party Platforms. Notwithstanding the foregoing, Partner District hereby agrees that ClassDojo may de-identify and/or aggregate Student Data and use such aggregated or de-identified Student Data for any product development, research or other lawful purpose subject to any limitations set forth in the Student DPA.

Restrictions on Use.

Partner District shall use the Services exclusively for the permitted use and shall not, nor allow any third party to: (i) use the Services in violation of or beyond the license granted herein, (ii) use the Services in any manner that violates any applicable laws, rules, code of conduct in any agreements to which Partner District is a party; (iii) reproduce, redistribute or modify the Services or ClassDojo Technology or any portion thereof, (iv) reverse assemble, reverse compile or reverse engineer the Services or ClassDojo Technology, or otherwise attempt to discover any Services or ClassDojo Technology source code or underlying Confidential Information, (v) access the Services or ClassDojo Technology to build a product using similar ideas, features, functions, interface or graphics of the Services or ClassDojo Technology; or (vi) permit any third party to directly or indirectly access the Services or otherwise sell, rent, lease, license, provide, distribute or transfer the Services or ClassDojo Technology unless in a manner explicitly described in these Terms, except to a third party contractor engaged to use or process the Services for Partner District’s permitted use.

Partner District.

Partner District shall defend, indemnify and hold harmless ClassDojo, its subsidiaries, affiliates, successors and assigns, and each of their officers, directors, shareholders, agents, contractors, subcontractors and employees (individually and collectively the “ClassDojo Parties”), against and from any and all third-party claims, demand, liabilities, loss, damages, fines, penalties or costs of whatsoever nature (including without limitation, reasonable attorneys’ fees and expenses to the extent arising out of any third party claims) (collectively, “Claims”) against the ClassDojo Parties arising out of or relating to (a) Partner District or its Users’ use or access of the Services; (b) any breach or alleged breach of these Terms or default in the performance of any obligation by Partner District or its Users, including, without limitation, any representation or warranty; (c) any violation or claimed violation of a third party’s rights (including Intellectual Property Rights) resulting in whole or in part from ClassDojo’s use of Student Data as provided under these Terms; and (d) ClassDojo’s use of any Student Data as permitted hereunder.

ClassDojo.

ClassDojo shall defend, indemnify and hold harmless Partner District its subsidiaries, affiliates, successors and assigns, and each of their officers, directors, agents, contractors, subcontractors and employees (individually and collectively the “Partner District Parties”), against and from any and all Claims alleging that the Service when used by Partner District or the Partner District Parties , infringes any Intellectual Property Right (the “IP Indemnity”) of a third party. Notwithstanding the foregoing, in no event ClassDojo have any obligations or liability under this Section for the IP Indemnity with respect to portions or components of the Service (a) where Partner District continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, (b) arising from any use of the ClassDojo Technology in a modified form, in a form not specifically approved by ClassDojo, in combination with materials not furnished by ClassDojo, or use of any ClassDojo Technology other than the latest version made available by ClassDojo as an update or upgrade, or (c) where Partner District’s use of the Service is not strictly in accordance with these Terms. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by ClassDojo to be infringing, ClassDojo may, at its option and expense (i) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (ii) obtain for Partner District a license to continue using the Service, or (iii) if neither of the foregoing is commercially practicable, terminate these Terms and Partner District’s rights hereunder and provide Partner District a refund of any prepaid, unused fees for the Service. THIS SECTION STATES CLASSDOJO’S ENTIRE LIABILITY AND PARTNER DISTRICT’S EXCLUSIVE REMEDY WITH RESPECT TO INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH THIS AGREEMENT AND THE CLASSDOJO TECHNOLOGY.

Indemnification Procedure.

In connection with the indemnification obligations in these Terms (i) the indemnified Party shall provide the indemnifying Party with prompt written notice of any Claim, (ii) the indemnified Party shall cooperate in all reasonable respects with the indemnifying Party in connection with any Claim, (iii) the indemnifying Party shall be given sole control over defense and settlement of any Claim, provided that the indemnified Party may engage its own outside counsel (at its own expense) to participate in (but not interfere with) the defense of the Claim, and (iv) the indemnifying Party shall not settle any Claim in a manner that requires an admission of fault by or on behalf of the indemnified Party without its prior written approval.

EXCEPT FOR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY. CLASSDOJO SHALL NOT BE LIABLE FOR PARTNER DISTRICT’S INABILITY TO USE THE PROGRAM OR THE SERVICES DUE TO (A) FACTORS OUTSIDE OF CLASSDOJO’S REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION, ACTS OF GOD, ACTS OF GOVERNMENT, FLOOD, FIRE, PANDEMICS, EARTHQUAKES, CIVIL UNREST, ACTS OF TERROR, STRIKES OR OTHER LABOR PROBLEMS (OTHER THAN THOSE INVOLVING CLASSDOJO’S EMPLOYEES); (B) UNAVAILABILITY THAT RESULTS FROM EQUIPMENT AND/OR SOFTWARE OF THIRD PARTIES WHERE SUCH EQUIPMENT AND/OR SOFTWARE IS NOT WITHIN THE REASONABLE CONTROL OF CLASSDOJO; (D) UNAVAILABILITY CAUSED BY ABUSE OR MISUSE OF THE SERVICES OR PROGRAM (OR ANY COMPONENT THEREOF) BY PARTNER DISTRICT OR ITS USERS; OR (E) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE SERVICES OR PROGRAM BY PARTNER DISTRICT IN A MANNER NOT MATERIALLY CONFORMING TO THE GUIDANCE PROVIDED BY CLASSDOJO OR IN THESE TERMS. CLASSDOJO’S AGGREGATE LIABILITY TO THE PARTNER DISTRICT UNDER ANY THEORY OR FOR ANY REASON SHALL NOT EXCEED THE GREATER OF ANY FEES PARTNER DISTRICT HAS ACTUALLY PAID TO CLASSDOJO FOR USE OF THE CLASSDOJO OFFERINGS IN THE 12 MONTHS PRIOR TO THE EVENTS GIVING RISE TO THE CLAIM, OR ONE HUNDRED DOLLARS ($100).

Each party will maintain appropriate liability insurance.

Initial Term.

The term of the Terms (the “Initial Term”) commences on the Effective Date and continues thereafter until three (3) years from the Effective Date, unless sooner terminated as provided below.

Upon Termination of this Agreement.

Whether initiated by the District or ClassDojo, the following actions will take effect: Rostering Responsibilities: If the District has implemented rostering with ClassDojo, it is the District’s sole responsibility to terminate all data connections and access to data. ClassDojo shall not be responsible for maintaining, supporting, or managing any residual data connections. Revocation of Administrative Access: The District’s access to district-level administrator features, including but not limited to district-wide announcements and self-serve message history retrieval, will be revoked. Dedicated Account Team Support: Upon termination, ClassDojo will no longer provide a dedicated account team to the District.

Continued Limited Support After Termination.

For a mutually agreed upon time period after the date of termination, ClassDojo will continue to provide the District with limited, reactive support under the following conditions: Requests submitted to ClassDojo’s support desk will be handled under ClassDojo’s standard service-level agreements (SLAs). Standard professional development resources will remain available upon request. Ad hoc requests for message history retrieval may be accommodated during this post-termination period.

Renewal.

Upon expiration of the Initial Term, these Terms shall automatically renew for successive one-year terms unless either Party provides written notice of nonrenewal at least thirty days prior to the end of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”), or unless sooner terminated as provided below. If the Term is renewed for any Renewal Terms pursuant to this Section, the terms and conditions of this Terms during each such Renewal Term shall be the same as the terms and conditions in effect immediately prior to such renewal. If either Party provides timely notice of its intent not to renew this Terms, then, unless otherwise sooner terminated in accordance with its terms, this Terms shall terminate on the expiration of the then-current Term.

Notice of Intent to Terminate.

Either Party may terminate these Terms for its convenience, by giving at least thirty (30) days’ written notice to the other Party, provided however, that the Partner District may not terminate for convenience until after the first ten (10) weeks of any semester in which the Program and Services are active. If the Partner District terminates these Terms for convenience then the Implementation Fees and any other charges incurred by ClassDojo for providing the Services till the time of termination will become immediately due and payable and any failure on the part of Partner District to pay these termination charges within 30 days of termination will be subject to interest at the rate of 1.5% per month.

Breach of Agreement.

Either Party (the “Non-breaching Party”) may terminate these Terms, effective immediately upon delivery of written notice to the other Party (“Breaching Party”) if the Breaching Party materially breaches any provision of the Terms and does not cure the breach within thirty (30) days after receiving written notice thereof from the Non-breaching Party.

Compliance with Program Requirements.

To the extent ClassDojo determines that Partner District is not substantially in compliance with the Program Requirements, ClassDojo reserves the right to suspend or terminate the Terms effective immediately.

Survival.

In the event of termination, the following provisions will survive: Sections 5, 6, 7, 8, 9, 10, 11, 12, and 13. Upon termination of these Terms, Partner District shall cease all use of the ClassDojo Marks, cease all activities in relation to these Terms and promptly return to ClassDojo all Confidential Information.

From time to time during the term of these Terms, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”) information about its business affairs, the Services, confidential intellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information shall not include information that, at the time of disclosure and as established by documentary evidence: (a) Except with respect to Student Data, is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section by the Receiving Party or any of its representatives; (b) Except with respect to Student Data, is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its representatives before being disclosed by or on behalf of the Disclosing Party; (d) was or is independently developed by the Receiving Party without reference to or use, in whole or in part, of any of the Disclosing Party’s Confidential Information; or (e) is required to be disclosed under applicable federal, state or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction. The Receiving Party shall: (a) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under the Terms; and (c) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under the Terms, or with respect to Student Data, as allowed under the Student DPA. The Receiving Party shall be responsible for any breach of this Section caused by any of its representatives. Subject to the requirements set forth in the Student DPA with respect to Student Data, at any time during or after the term of these Terms, at the Disclosing Party’s written request, the Receiving Party shall promptly return, and shall require its representatives to return to the Disclosing Party all copies, whether in written, electronic or other form or media, of the Disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. In addition to all other remedies available at law, the Disclosing Party may seek equitable relief (including injunctive relief) against the Receiving Party and its representatives to prevent the breach or threatened breach of this Section and to secure its enforcement.

Additional Obligations Regarding Treatment of Student Data.

ClassDojo agrees to the obligations set forth in the Student DPA regarding the handling of Student Data.

Privacy Policy.

Partner District acknowledges and approves the ClassDojo Privacy Policy located here: https://www.classdojo.com/privacy. If ClassDojo makes any material changes to its Privacy Policy, it shall provide advance notice via electronic communication to the Partner District’s Principal Contact Person before the effective date of such changes.

Entire Agreement.

Unless otherwise agreed to in writing by the parties, the Terms constitutes the final and entire agreement between the Parties regarding its subject matter, and supersedes all other related oral or written agreements or policies. Neither failure nor delay on the part of any party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege unless expressly waived in writing and signed by a duly authorized representative of ClassDojo. No single waiver shall constitute a continuing or subsequent waiver.

Relationship Between the Parties.

For the avoidance of doubt, these Terms shall not be deemed to create any joint venture, partnership, association or company of any sort between the Parties, nor shall either Party be deemed an agent of the other. The Parties shall be independent of each other and the relationship between them shall be that of two (2) independent contractors. Each Party shall be responsible for its actions and omissions, including those of its directors, officers, employees, volunteers and similar functionaries. Neither ClassDojo nor Partner District shall have the right or power to bind or obligate the other Party in any manner and shall not make, or represent that it has the power to make, any contract, agreement, representation, warranty or obligation, express or implied, on behalf of the other Party unless a specific authority is delegated in writing from one Party to the other Party.

Assignment.

ClassDojo may assign or transfer any of its rights or obligations under these Terms to a third party without the express written consent of Partner District; however, Partner District may not assign or transfer any of its rights or obligations under these Terms to a third party without the express written consent of ClassDojo, such consent not to be unreasonably delayed, conditioned or withheld. These Terms will be binding upon and inure to the benefit of all of ClassDojo’s and the Partner District’s permitted successors and assigns, which will be bound by all of the obligations of their predecessors or assignors.

Modifications and Severability.

These Terms may be modified only: (a) by a written amendment signed by both Parties, or (b) to the extent expressly permitted by these Terms (e.g., by ClassDojo upon notice to the Partner District). In the event that the Partner District refuses to accept such changes, ClassDojo will have the right to terminate these Terms in accordance with Section 9. If any provision of the Terms is found to be unenforceable or invalid, such unenforceability or invalidity will not render the Terms unenforceable or invalid as a whole and, in such event, such provision is to be changed and interpreted so as to best accomplish the objectives of such provision within the limits of applicable law.

Priority of Agreements.

These Terms shall govern the relationship between the Partner District and ClassDojo. If there is a conflict between these Terms, or any other agreement between the Partner District and ClassDojo (collectively, “Other Documents”), the terms of the Terms shall apply and take precedence unless specifically provided otherwise in this Terms or the Other Documents. In the event of any conflict between the terms of the Other Documents, the conflict shall be resolved in favor of the Terms of Service, unless specifically provided otherwise in the Other Documents, such as with respect to the treatment of Student Data for which the terms of the Student DPA shall apply and take precedence.

Section Headings.

Section headings have been inserted in the Terms as a matter of convenience of reference only, and it is agreed that such section headings are not part of the Terms and will not be used in the interpretation of any provisions of the Terms.

Governing Law.

These Terms are governed and construed in accordance with the laws of the State of the Partner District, without regard to the conflict of law principles. Each Party consents and submits to the sole and exclusive jurisdiction of the state and federal courts for the county of the Partner District for any dispute arising out of or relating to these Terms or the transaction contemplated herein.

General.

Unless stated otherwise, all notices required by or relating to these Terms shall be in writing and shall be sent by means of certified mail, postage prepaid, to ClassDojo and the Partner District, including any participating school therein, if any, and addressed to ClassDojo as set forth below or addressed to the Partner District and any school therein, if any, as designated in our portal.

For information about how to contact ClassDojo, please visit our contact page.

All notices, communications, or consents required by or relating to these Terms may also be communicated by electronic mail, provided that the sender receives and retains confirmation of successful transmittal to the recipient. Notices shall be effective three (3) business days after receipt of delivery by the U.S. Post Office or one (1) day after deposit with a commercial overnight courier.

Principal Contact Person.

Any notices, communications, or consents required by or relating to these Terms from ClassDojo to the Partner District will be sent to the attention of the person(s) listed on our portal as contact (the “Principal Contact Person”). The Principal Contact Person shall be authorized to act on behalf of the Partner District and to make decisions for the Partner District.