CERESANT SOLUTIONS, INC.
TERMS AND CONDITIONS

 

Effective Date: May 1, 2025

 

1. DEFINITIONS AND SCOPE

1.1 Scope of Application

These Terms and Conditions (“Terms”) govern the use of the BrainDash platform and all related services offered by Ceresant Solutions, Inc. (“Ceresant,” “we,” “us,” or “our”), collectively referred to as the “Application.”

1.2 Relationship Between Ceresant.com and BrainDash

For clarity, Ceresant.com serves as the delivery site through which the BrainDash platform is accessed. While Ceresant.com and BrainDash are related, they represent distinct components of our service offering, with BrainDash being the actual platform that provides mental illness risk screening and early intervention support services. 

1.3 Definitions

For purposes of these Terms, the following definitions apply:

“BrainDash” means Ceresant's mental illness risk screening and early intervention support platform designed for educational institutions, including all associated software, services, and content. 

“Ceresant” means Ceresant Solutions, Inc., its employees, agents, contractors, and authorized representatives. 

“Confidential Information” means any non-public information disclosed by either party to the other in connection with the use of the Application, including but not limited to product plans, technical specifications, financial information, and student data. 

“COPPA” means the Children's Online Privacy Protection Act, 15 U.S.C. §§ 6501-6506 and its implementing regulations.

“Feedback” means suggestions, comments, or other feedback provided by users regarding the functionality, features, or performance of the Application. 

“FERPA” means the Family Educational Rights and Privacy Act, 20 U.S.C. § 1232g and its implementing regulations.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations.

“Mental Health Data” means any data collected through the Application that relates to a student's mental, emotional, or behavioral health, including but not limited to screening results, risk assessments, and intervention recommendations.

“School Personnel” means employees, contractors, or agents of the School who are authorized by the School to access the Application.

“School” means any educational institution that has entered into an agreement with Ceresant to use the BrainDash platform, whether through Alpha Cohort Terms, these Terms and Conditions, or any other applicable agreement, including its employees, agents, and authorized representatives. 

“Service Agreement” means either: (a) for Alpha Cohort participants, the separate Alpha Cohort Terms entered into between Ceresant and School governing participation in the BrainDash Product Advisory Board and Alpha Program; or (b) for other users, these Terms as accepted through the click-through acceptance process described in Section 1.4.1.

“Student Data” means any information collected through the Application that relates to an identifiable student. 

“User” means any individual who accesses or uses the Application, whether directly or through a School.

1.4 Acceptance of Terms

1.4.1 Users must affirmatively indicate their acceptance of these Terms by clicking an “I Accept” or similar button before accessing the Application. Such affirmative acceptance shall constitute a legally binding signature. For Schools not participating in the Alpha Cohort Program, this click-through acceptance shall constitute the entire Service Agreement between the School and Ceresant. The School shall ensure that all School Personnel complete this acceptance process before accessing the Application. For Student users, the School shall ensure that appropriate parental/guardian consent is obtained in accordance with Section 3.5 before allowing Students to complete the acceptance process.

1.4.2 For Alpha Cohort participants, these Website Terms and the Alpha Cohort Terms together constitute the complete agreement governing use of the Application. Alpha Cohort participants are bound by both agreements. In case of any conflict or inconsistency between these Website Terms and the Alpha Cohort Terms, the Alpha Cohort Terms shall prevail for Alpha Cohort participants during the Term of the Alpha Cohort Terms. Upon expiration of the Alpha Cohort Terms, Alpha Cohort participants will automatically transition to these standard Website Terms unless otherwise agreed in writing.

 

2. PLATFORM DESCRIPTION AND LIMITATIONS

2.1 Purpose of BrainDash

BrainDash is a mental illness risk screening and early intervention support platform designed for educational institutions. It provides risk-related insights to help identify potential mental health concerns in students, but does not provide diagnostic or treatment services.

The BrainDash platform’s assessment methodologies are based on: (a) peer-reviewed research in child and adolescent mental health; (b) validated screening tools adapted for educational settings; (c) ongoing validation studies conducted in collaboration with research institutions; and (d) regular review by qualified mental health professionals. Ceresant makes available to Schools, upon request, a summary of the research supporting the platform’s methodologies, including citations to relevant studies and validation data.

2.2 Platform Limitations

Users acknowledge that mental health risk assessment methodologies have inherent limitations and potential biases. Specifically:

  • BrainDash is designed as a screening tool to identify potential risk factors, not to provide definitive diagnoses; 
  • Assessment results may be influenced by demographic, cultural, socioeconomic, and other factors that could affect accuracy for certain student populations; 
  • The platform's methodologies are continuously evolving and may have limitations not yet identified; and 
  • School personnel should always exercise professional judgment when interpreting assessment results and should consult qualified mental health professionals when making decisions about student mental health interventions.

2.3 Not a Medical Device

Users acknowledge that BrainDash is a mental illness risk screening and early intervention support tool, not a diagnostic or treatment platform. Users shall always consult qualified healthcare professionals for medical advice and shall not rely solely on BrainDash for student mental health decisions. 

 2.4 Continuous Validation and Improvement

Ceresant employs a rigorous, ongoing validation process to improve the accuracy and effectiveness of the BrainDash platform. This includes:

  • Regular review of assessment methodologies by qualified mental health professionals;
  • Analysis of anonymized, aggregated data to identify and address potential biases;
  • Incorporation of peer-reviewed research and evidence-based practices; and
  • Transparent communication with Schools about methodology updates and their potential impact.

2.5 Interpretation Guidelines

Ceresant provides detailed interpretation guidelines and training materials to help School personnel properly understand and utilize BrainDash assessment results. Schools are responsible for ensuring that all personnel who access assessment results have reviewed these guidelines and received appropriate training.

2.6 Supplementary Tool Status

BrainDash is explicitly designed as a supplementary tool to assist school counselors and officials in monitoring student mental health. The platform:

  • Does not replace the professional judgment, expertise, or responsibilities of school counselors, psychologists, or other mental health professionals;
  • Is intended to complement, not substitute for, existing mental health screening and intervention protocols;
  • Provides data points that should be considered alongside other observations, assessments, and professional evaluations; and
  • Requires human interpretation and professional context to be effectively utilized.

Schools acknowledge that BrainDash is one tool within a comprehensive mental health support system and that school personnel remain primarily responsible for student mental health monitoring, intervention decisions, and follow-up care.

 

3. USER ELIGIBILITY AND ACCESS

3.1 Age Restrictions

In compliance with the Children's Online Privacy Protection Act (COPPA) and the Family Educational Rights and Privacy Act (FERPA), the Application is not intended for direct use by children under the age of 13. Students may only access BrainDash through school authorization or under adult supervision and cannot create accounts directly. 

3.2 School Authorization Requirement

Access to the Application requires authorization from Ceresant through one of the following methods:

  • Alpha Cohort Participants: Schools participating in the Alpha Cohort Program may access the Application after entering into the Alpha Cohort Terms with Ceresant.
  • Standard Service Agreement: Schools not participating in the Alpha Cohort Program may access the Application by accepting these Terms through the click-through acceptance process described in Section 1.4.1.
  • Trial Access: Ceresant may, at its sole discretion, grant limited-time trial access subject to additional terms and conditions.

Individual users may only access the Application through authorization granted by their School. Ceresant reserves the right to modify access eligibility criteria and to approve or deny access requests based on qualification requirements, compliance considerations, or other factors relevant to maintaining the integrity and proper use of the Application. 

3.3 Account Security

Users are responsible for maintaining the confidentiality of their account credentials and for all activities that occur under their account. Users must notify Ceresant immediately of any unauthorized use of their account or any other breach of security. 

3.4 Termination of Access

Ceresant reserves the right to terminate or suspend access to the Application at any time, with or without cause, and with or without notice. 

3.5 Parental Consent

For Users under the age of 18, Schools are responsible for obtaining all necessary parental consents prior to allowing such users to access the Application. Schools must implement a verifiable consent mechanism that includes age-appropriate verification steps to ensure the authenticity of parental consent. Such consent must:

  • Be obtained in writing or through a verifiable electronic process that incorporates age-appropriate verification steps, such as knowledge-based authentication, confirmation via government-issued identification, or other methods reasonably designed to verify the identity of the parent or legal guardian;
  • Clearly describe the types of data collected, how it will be used, and with whom it may be shared;
  • Inform parents of their right to review their child's data and request its deletion; and
  • Be renewed annually, with Schools required to conduct annual re-verification of parental consent, or when material changes are made to data collection or use practices.

Schools shall maintain records of all parental consents and related verification documentation for a minimum of three (3) years from the date of consent or re-verification, whichever is later, and shall make them available to Ceresant upon reasonable request. Schools must also establish and communicate a process by which parents or legal guardians may withdraw their consent at any time, and upon such withdrawal, promptly restrict or terminate the affected user’s access to the Application and ensure deletion of the user’s data as required by these Terms.

3.6 User Roles and Permissions

The Application supports different user roles with varying levels of access to Student Data and Mental Health Data. Schools are responsible for assigning appropriate roles to their personnel based on legitimate educational interest and need-to-know principles. Available roles include:

  • Administrator: Full access to all School data and configuration settings;
  • Mental Health Professional: Access to individual student mental health assessments and intervention tools;
  • Teacher: Limited access to aggregated classroom-level data without individual mental health details; and
  • Student: Access only to their own data as authorized by the School.

3.7 Emergency Response Protocols

BrainDash may identify students at risk of serious mental health concerns requiring immediate intervention. In such cases, Users shall follow their School's established crisis response protocols when the platform identifies a student at high risk. Ceresant requires all Schools to maintain documented emergency response procedures that include:

  • Clear escalation pathways for different risk levels;
  • Designated personnel responsible for responding to high-risk alerts;
  • Protocols for parental/guardian notification; and
  • Procedures for connecting students with appropriate mental health resources.

Ceresant shall provide training materials on recognizing and responding to emergency situations. Schools acknowledge that delays in responding to high-risk alerts may increase the risk of harm to students. Neither these Terms nor the platform eliminate Schools' independent obligations under applicable laws to report suspected abuse, neglect, or imminent threats.

3.8 Trial Access Terms

Ceresant may offer limited-time trial access to qualified Schools interested in evaluating the Application. For trial users:

  • Trial periods will be limited to ninety (90) days unless extended in writing by Ceresant
  • All provisions of these Terms apply during the trial period;
  • Ceresant may limit functionality or data processing volume during trials;
  • Ceresant may terminate trial access at any time without notice;
  • At the conclusion of the trial period, Schools must either enter into a paid service agreement or cease using the Application; and
  • Ceresant will provide trial users with notice fourteen (14) days before trial expiration.

3.9 Fees and Payment

For Alpha Cohort participants, fees (if any) are specified in the Alpha Cohort Terms. For other users, Ceresant offers the Application on a subscription basis with the following terms:

3.9.1 Subscription Period. Unless otherwise specified in writing, subscriptions are for a twelve (12) month period beginning on the date of initial subscription activation (“Subscription Period”).

3.9.2 Auto-Renewal. All subscriptions automatically renew for additional twelve (12) month periods at the then-current rates unless either party provides written notice of non-renewal at least thirty (30) days before the end of the current Subscription Period.

3.9.3 Payment Terms. Subscription fees are due annually in advance or as otherwise specified in the applicable order form. Schools are responsible for all taxes associated with their use of the Application unless explicitly stated otherwise in writing.

3.9.4 Price Changes. Ceresant reserves the right to modify subscription fees for any renewal Subscription Period by providing written notice to School at least sixty (60) days prior to the end of the current Subscription Period. If School does not agree to such price changes, School's sole remedy is to provide notice of non-renewal as described above.

3.9.5 Cancellation. School may cancel its subscription by providing written notice of non-renewal as specified above. No refunds will be provided for early cancellation unless otherwise required by applicable law or expressly agreed in writing by Ceresant.

3.9.6 Suspension for Non-Payment. Ceresant reserves the right to suspend access to the Application for non-payment after providing notice and a fifteen (15) day cure period.

 

4. ACCEPTABLE USE

4.1 Prohibited Activities

Users shall not:

  • Attempt to gain unauthorized access to the Application or its related systems or networks; 
  • Use the Application to store or transmit any viruses, malware, or other harmful code; 
  • Interfere with or disrupt the integrity or performance of the Application; 
  • Attempt to reverse engineer, decompile, or disassemble any portion of the Application; 
  • Access the Application to build a competitive product or service; 
  • Use the Application in any manner that violates applicable laws or regulations; 
  • Engage in scraping, data mining, or unauthorized data exports; or 
  • Use the Application for any purpose other than its intended educational purpose.

4.2 Consequences of Violations

Ceresant reserves the right to suspend or terminate access to the Application for any user who violates these acceptable use requirements. Ceresant shall promptly notify the School of any such suspension. 

4.3 Reporting Violations

Users shall promptly notify Ceresant of any actual or suspected violation of this Section and shall cooperate with Ceresant in investigating and addressing such violation. 

4.4 User Obligations

Users shall use the Application only for its intended educational purpose while maintaining strict confidentiality of Student Data and Mental Health Data. Users must promptly report any suspected security breaches or misuse of the Application to both their School administrator and Ceresant. All users are required to follow their School's established protocols for responding to identified mental health risks, including emergency response procedures for high-risk situations. Additionally, users must participate in all required training on the proper use and interpretation of BrainDash assessments before accessing student mental health data.

4.5 Ethical Use Requirements

 Users shall adhere to ethical principles when using the Application, including respecting student privacy and dignity at all times. Users must avoid stigmatization of students based on assessment results and should consider cultural, socioeconomic, and individual factors that may influence these results. Assessment data should be treated as one of multiple data points in decision-making, never as the sole determinant for interventions or educational decisions. In all cases, users must prioritize student wellbeing when designing and implementing interventions based on platform insights.

 

5. INTELLECTUAL PROPERTY RIGHTS

5.1 Ownership of BrainDash

Ceresant retains all right, title, and interest in and to the Application, including all intellectual property rights. Nothing in these Terms transfers any ownership rights in the Application to users. 

5.2 Limited License

Ceresant grants users a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Application solely for its intended educational purpose and strictly in accordance with these Terms and, if applicable, the Alpha Cohort Terms. This license is granted only for the duration of the user’s authorized access under these Terms and does not convey any ownership or other rights in the Application. Users may not: (a) copy, modify, adapt, translate, or create derivative works of the Application; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Application; (c) sublicense, lease, rent, sell, assign, distribute, or otherwise transfer the Application or any rights therein to any third party; (d) use the Application for any purpose other than as expressly permitted by these Terms; or (e) remove, alter, or obscure any proprietary notices on the Application. Ceresant may revoke this license at any time for any violation of these Terms or as otherwise provided herein. Upon termination or expiration of these Terms for any reason, the user’s license to use the Application shall immediately terminate and the user must cease all use of the Application. 

5.3 Feedback

By providing Feedback to Ceresant, users grant Ceresant a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, incorporate, modify, and otherwise exploit such Feedback for the purpose of improving the Application and related educational products. This license shall not include the right to publicly attribute Feedback to the user without the user's prior written consent. 

5.4 Trademarks and Logos

All trademarks, logos, and service marks displayed on the Application are the property of Ceresant or their respective owners. Users are not permitted to use these marks without the prior written consent of Ceresant or the respective owner.

 5.5 School-Created Content

Schools retain ownership of any content they create using the Application, including but not limited to customized intervention plans, local resource directories, and School-specific protocols. Schools grant Ceresant a limited, non-exclusive license to use such content solely for the purpose of providing the Application to the School.

5.6 Data Ownership

As stated in Section 6.3, Student Data is owned by the School and/or the student. This ownership of data is distinct from Ceresant’s ownership of the Application itself. Ceresant’s intellectual property rights in the Application do not extend to the Student Data processed by the Application.

5.7 Machine Learning and Artificial Intelligence

Ceresant may use anonymized, aggregated data to develop and improve machine learning models and artificial intelligence components of the Application. Ceresant acknowledges that any aggregated or anonymized data, insights, analytics, or derivative works created from Student Data shall be owned by School. Ceresant may use such derivative data only in anonymized, aggregated form that cannot be linked to individual students or the School, and only for the purpose of improving the BrainDash platform. With respect to machine learning models and algorithms specifically: (a) Ceresant retains all intellectual property rights in any machine learning models or algorithms developed using platform data; (b) Such models will not contain or be able to reproduce identifiable Student Data; (c) Schools grant Ceresant a limited license to use anonymized, aggregated data for model training and improvement; and (d) Ceresant will disclose to Schools the general types of data used for model training and the purposes of such models.

 

6. DATA PRIVACY AND SECURITY

6.1 Privacy Policy

Ceresant's use of data collected through the Application is subject to Ceresant's Privacy Policy, which is incorporated into these Terms by reference. In the event of any conflict between these Terms and the Privacy Policy, the terms of these Terms shall control with respect to Student Data. 

6.2 Compliance with Laws

Ceresant complies with all applicable federal, state, and local laws and regulations regarding data privacy and security, including but not limited to the Family Educational Rights and Privacy Act (FERPA), the Children's Online Privacy Protection Act (COPPA), the Health Insurance Portability and Accountability Act (HIPAA) to the extent applicable, state mental health confidentiality laws, and state data breach notification laws. 

6.3 Student Data

Ceresant acknowledges that Student Data is the property of the School and/or the student. Ceresant shall:

  • Use Student Data solely to provide the services under these Terms; 
  • Not use Student Data for targeted advertising or to build user profiles unrelated to the provision of the services; 
  • Not sell, rent, or otherwise make Student Data available to any third parties except as expressly permitted by the School or as required by law; and 
  • Implement reasonable administrative, technical, and physical safeguards to protect Student Data.

6.4 FERPA Compliance

Ceresant acknowledges that Student Data may include education records protected under FERPA. With respect to such education records:

  • Schools designate Ceresant as a “school official” with a “legitimate educational interest” in accessing education records as those terms are defined under FERPA. 
  • Ceresant shall use Student Data only for the purpose of fulfilling its duties under these Terms and for the School’s and its students' benefit. 
  • Ceresant shall not share Student Data with or disclose it to any third party without the prior written consent of the School except as required by law or authorized under FERPA.

6.5 Data Security Measures

Ceresant implements and maintains an information security program that includes, at a minimum, the following technical and organizational measures:

  • Encryption of Student Data and Mental Health Data in transit and at rest using Advanced Encryption Standard (AES) with a key length of 256 bits (AES-256), or an equivalent or stronger standard;
  • Access controls including multi-factor authentication, role-based access controls, and regular access log reviews;
  • Regular security assessments and penetration testing conducted at least quarterly by qualified independent third parties;
  • Employee background checks and regular security training;
  • Physical and environmental safeguards for all servers and facilities; and
  • Notification to Schools of any security incident or breach affecting Student Data within twenty-four (24) hours of discovery, including a description of the incident, affected data, mitigation steps, and assistance Ceresant will provide.

6.6 Data Retention and Deletion

Ceresant shall retain Student Data and Mental Health Data only for as long as necessary to provide the services under these Terms. Upon termination of these Terms or upon School’s request, provide School with a complete export of all Student Data in a structured, commonly used, and machine-readable format; delete all Student Data within sixty (60) days after termination of these Terms, except as required by law or as otherwise agreed in writing; and provide written certification of such deletion upon School’s request.

6.7 Data Subject Rights

Ceresant acknowledges that students and their parents/guardians have certain rights regarding Student Data and Mental Health Data, including rights to access, correct, and delete such data. Ceresant shall:

  • Promptly forward to School any requests from students or parents/guardians regarding their data;
  • Assist School in fulfilling such requests in a timely manner; and
  • Not respond directly to such requests without School's prior written authorization

6.8 Third-Party Integrations

The Application may integrate with third-party services or applications at the School's request. For such integrations:

(a) School must authorize any integration with third-party services in writing; (b) School is responsible for ensuring it has appropriate agreements with third-party providers; (c) Ceresant will implement technical safeguards for data transferred to authorized third parties; (d) Ceresant is not responsible for the privacy practices or security measures of third-party services; (e) School shall indemnify Ceresant against claims arising from School-authorized third-party integrations; and (f) Ceresant reserves the right to discontinue any third-party integration that poses security risks or violates these Terms.

Any Student Data shared with authorized third parties remains subject to the data protection provisions in Section 6.

 

7. DISCLAIMERS AND WARRANTIES

7.1 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE APPLICATION IS PROVIDED “AS IS” AND CERESANT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Nothing in these Terms is intended to disclaim warranties that cannot be disclaimed under applicable law, including warranties implied by law.

7.2 No Guarantee of Outcomes

CERESANT DOES NOT WARRANT OR GUARANTEE THAT THE APPLICATION WILL IDENTIFY ALL STUDENTS AT RISK FOR MENTAL HEALTH ISSUES OR PREDICT SPECIFIC MENTAL HEALTH OUTCOMES. THE PLATFORM IS DESIGNED AS A SCREENING TOOL TO IDENTIFY POTENTIAL RISK FACTORS, NOT TO PROVIDE DEFINITIVE DIAGNOSES. 

7.3 No Liability for School Decisions

Ceresant is not liable for decisions Schools make based on platform insights and disclaims any warranties related to outcomes. Schools acknowledge that BrainDash is designed as a supplementary tool to assist, not replace, the professional judgment of qualified school personnel. The responsibility for interpreting data, making intervention decisions, and implementing mental health support remains with the School and its qualified personnel.

7.4 Limited Warranty

Notwithstanding the disclaimers above, Ceresant warrants that the Application will perform substantially in accordance with its documentation; Ceresant will implement and maintain the security measures described in Section 6.5; Ceresant will comply with all applicable laws and regulations in providing the Application; and Ceresant's personnel who access Student Data will have undergone appropriate background checks and training.

If Ceresant breaches this limited warranty, School’s exclusive remedies shall be: (a) For breaches related to Application performance: Ceresant will correct the non-conformity within 30 days or provide a workaround; (b) For breaches related to security measures: Ceresant will promptly implement additional security measures and provide breach remediation as described in Section 6.5; (c) For breaches related to legal compliance: Ceresant will modify the Application as necessary to comply with applicable laws; and (d) If Ceresant is unable to remedy the breach within 60 days, School may terminate these Terms and receive a pro-rated refund of any fees paid for the remainder of the term.

 

8. LIMITATION OF LIABILITY

8.1 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CERESANT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) THE USE OR INABILITY TO USE THE APPLICATION; (B) ANY UNAUTHORIZED ACCESS TO OR USE OF SERVERS OR DATA; OR (C) ANY BUGS, VIRUSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED. 

8.2 Cap on Liability

EXCEPT FOR BREACHES OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, CERESANT’S TOTAL LIABILITY FOR DIRECT DAMAGES UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY THE SCHOOL TO CERESANT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NOTWITHSTANDING THE FOREGOING, CERESANT SHALL NOT LIMIT ITS LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD. 

8.3 Indemnification

8.3.1 Ceresant Indemnification. Subject to the limitations set forth herein, Ceresant shall defend, indemnify, and hold harmless School from and against any third-party claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) to the extent arising solely out of: (i) a claim that the unmodified Application, as provided by Ceresant, directly infringes a valid United States copyright, patent, or trademark of such third party; or (ii) the gross negligence or willful misconduct of Ceresant or its personnel in connection with the provision of the Application. Ceresant shall have no obligation to indemnify for claims arising from: (a) modifications to the Application not made by Ceresant; (b) use of the Application in combination with any hardware, software, or data not provided or authorized by Ceresant; (c) use of the Application in violation of these Terms or applicable law; or (d) School’s failure to implement updates or instructions provided by Ceresant. Ceresant’s total liability for indemnification under this Section 8.3.1 shall not exceed the total fees paid by School to Ceresant under these Terms in the twelve (12) months preceding the claim.

8.3.2 School Indemnification. To the extent permitted by law, School shall defend, indemnify, and hold harmless Ceresant from and against any third-party claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: (i) School's breach of these Terms; (ii) School's violation of applicable laws; (iii) Content created or uploaded by School; or (iv) the gross negligence or willful misconduct of School or its personnel.

8.3.3 Indemnification Procedure. The indemnified party shall: (i) promptly notify the indemnifying party in writing of any claim for which indemnification is sought (provided that failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent materially prejudiced); (ii) give the indemnifying party sole control of the defense and settlement of the claim (provided that the indemnifying party may not settle any claim without the indemnified party's prior written consent if such settlement admits liability or imposes any obligation on the indemnified party, such consent not to be unreasonably withheld); and (iii) provide reasonable cooperation to the indemnifying party at the indemnifying party's expense. The indemnified party may participate in the defense at its own expense.

 

9. TERM AND TERMINATION

9.1 Term

These Terms shall remain in effect for as long as the user accesses or uses the Application, unless earlier terminated as provided herein.

9.2 Modifications to Terms

Ceresant reserves the right to modify these Terms at any time. Ceresant will provide notice of material changes to these Terms by posting the amended terms on the Application and/or by notifying users through the School at least 30 days before such changes take effect, except for changes required by law which may take effect immediately. Continued use of the Application after such changes constitutes acceptance of the modified Terms. 

9.3 Termination

9.3.1 Termination by Ceresant. Ceresant may terminate these Terms and a user's access to the Application:

  • Immediately for breach of these Terms, violation of applicable law, or any use of the Application that poses a security risk or could harm Ceresant or other users;
  • With thirty (30) days' prior written notice for any other reason; or
  • For Alpha Cohort participants, as otherwise provided in the Alpha Cohort Terms.

9.3.2 Termination by User. Users may terminate these Terms by discontinuing use of the Application and notifying Ceresant in writing. 

9.4 Effect of Termination

Upon termination of these Terms, the user’s access to the Application shall cease, all licenses granted to the user under these Terms shall immediately terminate, and Sections 5 (Intellectual Property Rights), 6 (Data Privacy and Security), 7 (Disclaimers and Warranties), 8 (Limitation of Liability), and 10 (General Legal Provisions) shall survive.

9.5 Suspension

Ceresant may suspend a user's access to the Application immediately upon notice if Ceresant reasonably believes that:

  • The user has violated these Terms;
  • The user's continued access poses a security risk; or
  • Suspension is necessary to comply with law or legal process.

Ceresant shall promptly notify the School of any such suspension and shall restore access as soon as the issue is resolved.

9.6 Transition Assistance

Upon termination of these Terms for any reason:

(a) Ceresant will provide School with a complete export of all Student Data in a structured, commonly used, and machine-readable format; (b) Ceresant will provide reasonable technical assistance to facilitate the transfer of Student Data to a successor platform, if requested by School; (c) Such transition assistance will be provided for a period of up to 60 days after termination; (d) If termination is due to School's breach, Ceresant may charge its standard hourly rates for transition assistance beyond initial data export; and (e) Ceresant will provide written certification of data deletion upon completion of the transition period

 

10. GENERAL LEGAL PROVISIONS

10.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. 

10.2 Venue

Any legal action or proceeding arising under these Terms shall be brought exclusively in the federal or state courts located in Richmond, Virginia, and the parties hereby consent to the personal jurisdiction and venue therein.

10.3 Dispute Resolution

Any dispute arising out of or relating to these Terms shall first be addressed through good faith negotiation. If negotiation fails to resolve the dispute within thirty (30) days, the parties agree to submit the dispute to non-binding mediation.

If mediation fails to resolve the dispute, the parties agree that any such dispute, controversy, or claim shall be resolved exclusively and finally by binding arbitration administered by the American Arbitration Association (AAA) or JAMS, at the election of the party initiating arbitration, in accordance with the applicable rules of the selected organization, except as otherwise provided herein. The arbitration shall be conducted in Richmond, Virginia, before a single arbitrator. The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this agreement is void or voidable. Each party shall bear its own costs and attorneys’ fees and shall share equally the arbitrator’s fees and administrative costs of arbitration, except as otherwise required by applicable law or as determined by the arbitrator. Notwithstanding the foregoing, either party may bring an individual action in small claims court in lieu of arbitration. You may opt out of this arbitration agreement by providing written notice to Ceresant within thirty (30) days of first accepting these Terms. If you do not opt out, this arbitration provision will be binding and enforceable. Judgment on the arbitration award may be entered in any court of competent jurisdiction. 

BY AGREEING TO THESE TERMS, YOU AND CERESANT EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION. YOU UNDERSTAND AND AGREE THAT ANY DISPUTE BETWEEN YOU AND CERESANT WILL BE RESOLVED BY BINDING ARBITRATION, AND NOT IN COURT, EXCEPT AS OTHERWISE PROVIDED HEREIN. YOU FURTHER ACKNOWLEDGE THAT YOU ARE KNOWINGLY AND VOLUNTARILY WAIVING THESE RIGHTS.

THE PARTIES AGREE THAT ANY ARBITRATION SHALL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. YOU EXPRESSLY WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION OR CLASS ARBITRATION AGAINST CERESANT. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY. If the class action waiver in this section is found unenforceable, then the entirety of this arbitration provision shall be null and void.

10.4 Assignment

Users may not assign these Terms without the prior written consent of Ceresant. Ceresant may assign these Terms to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets. 

10.5 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 

10.6 Waiver

The failure of Ceresant to enforce any provision of these Terms shall not be construed as a waiver of such provision or the right to enforce such provision. 

10.7 Entire Agreement

For Schools not participating in the Alpha Cohort Program, these Terms constitute the entire agreement between the user and Ceresant with respect to the use of the Application. For Alpha Cohort participants, these Terms, together with the Alpha Cohort Terms, constitute the entire agreement between the user and Ceresant with respect to the use of the Application. In either case, any other agreements expressly incorporated by reference herein shall also form part of the agreement. 

10.8 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, public health emergency, terrorism, riot, war, labor disputes, governmental actions, or widespread utility or telecommunications failures. The affected party shall promptly notify the other party of the force majeure event and use reasonable efforts to resume performance as soon as practicable.

10.9 Publicity

School grants Ceresant the right to use School's name and logo in Ceresant's customer lists, website, and marketing materials. Ceresant will comply with any reasonable trademark usage guidelines provided by School.

10.10 Contact Information

For questions about these Terms, please contact Ceresant at:

Ceresant Solutions, Inc.
14321 Winter Breeze Drive, Suite 188
Midlothian, VA 23113 Email: hello@ceresant.com 
Phone: (804) 277-9260