1. DEFINITIONS

For purposes of these Terms of Service (“Terms”):

“Company” means Thankdigit Co.

“Service” means the Thankdigit SNS (Student Notification System), including all software, applications, APIs, integrations, widgets, and related services.

“Customer” means any educational institution, including universities and colleges, that enters into an agreement with the Company.

“Authorized Users” means individuals authorized by the Customer to access the Service, including students, faculty, staff, and administrators.

“End Users” means individual users who may access the Service directly where permitted by the Customer.

“Customer Data” means any data, including personal data, submitted to or processed through the Service by or on behalf of the Customer.

“Personal Data” has the meaning given under applicable data protection laws, including GDPR.

2. ACCEPTANCE OF TERMS

By accessing or using the Service, Customer and its Authorized Users agree to be bound by these Terms.

If Customer has executed a separate written agreement with the Company (e.g., Master Subscription Agreement), such agreement shall prevail in the event of conflict.

3. SERVICE DESCRIPTION

The Service provides a platform for:

Mass notification delivery (messaging channels, push);

Automated notification generation;

Polling and engagement tools;

Wiki for students and schedule display tools;

Integration with institutional systems (e.g., LMS, SIS, SSO).

The Service supports both operational and critical notifications, subject to the limitations described herein.

4. ACCOUNT REGISTRATION AND ACCESS

4.1 Customer responsibility

Customer is responsible for:

Managing user access rights;

Ensuring Authorized Users comply with these Terms;

Maintaining confidentiality of credentials.

4.2 Authorized Users

Authorized Users may only use the Service within the scope authorized by the Customer.

4.3 End Users

Where permitted by Customer:

End Users may access the Service under Customer’s authorization;

Additional terms or subscription plans may apply.

5. USE OF THE SERVICE

Customer agrees not to:

Use the Service in violation of applicable laws;

Transmit unlawful, harmful, or misleading communications;

Interfere with or disrupt the Service;

Attempt unauthorized access to systems or data.

6. DATA PROCESSING AND PRIVACY

6.1 Role of the Parties

Customer is the Data Controller.

Company acts as Data Processor.

6.2 Scope of Data Processing

The Service processes Personal Data as determined by the Customer, including student and staff data.

The extent of functionality (e.g., segmentation, targeting) depends on the volume and type of data provided.

6.3 GDPR Compliance

Where applicable, the Company shall:

Process Personal Data in accordance with GDPR;

Implement appropriate technical and organizational safeguards;

Enter into a Data Processing Agreement (DPA) upon request;

Support Customer in fulfilling data subject rights.

6.4 FERPA Compliance

To the extent applicable:

The Company acts as a “School Official” under FERPA;

Processes student education records solely on behalf of the Customer;

Does not use such data for unauthorized purposes.

6.5 Data Security

The Company implements commercially reasonable security measures but does not guarantee absolute security.

7. INTEGRATIONS AND THIRD-PARTY SERVICES

The Service may integrate with:

Learning Management Systems (LMS);

Student Information Systems (SIS);

Identity providers (SSO);

University website;

Enterprise Resource Planning (ERP);

Library & Loan Management;

Assignments, Syllabi & Grading;

Scheduling;

Helpdesk;

Finance;

Public safety;

Community Management;

Q&A and feedback systems;

Third-party messaging providers (e.g., messengers, push services).

The Company is not responsible for:

Failures of third-party services;

Data transmission delays outside its control;

API or integration disruptions.

8. NOTIFICATIONS DISCLAIMER

8.1 Nature of Notifications

The Service supports both operational and critical notifications.

8.2 No Guarantee of Delivery

The Company does not guarantee:

Delivery of any notification;

Timeliness of delivery;

Receipt or acknowledgment by recipients.

8.3 Critical Communications Limitation

For critical or emergency notifications:

The Service is provided as a supplementary tool only;

Customer remains solely responsible for emergency communication strategies;

The Company shall not be liable for:

Delays;

Failures in delivery;

Network, infrastructure, or third-party outages.

9. FEES AND PAYMENT

9.1 Enterprise Customers

Subscription-based annual pricing;

Fees defined in separate agreements or order forms.

9.2 End Users

May access free or paid plans;

Paid features subject to separate pricing terms.

9.3 Non-Payment

Failure to pay may result in suspension or termination of access.

10. INTELLECTUAL PROPERTY

The Service and all related technology remain the exclusive property of the IP owner.

Customer retains ownership of Customer Data.

Customer grants Company a limited license to process data solely to provide the Service.

11. SERVICE AVAILABILITY

The Company will use commercially reasonable efforts to maintain Service availability.

No specific uptime guarantees are provided unless agreed separately in writing.

12. TERMINATION

12.1 By Customer

Customer may terminate per contract terms.

12.2 By Company

Company may suspend or terminate access for:

Breach of Terms;

Non-payment;

Security risks or legal requirements.

12.3 Effect of Termination

Access to the Service will be revoked;

Customer Data may be deleted after a reasonable retention period.

13. INDEMNIFICATION

Customer agrees to indemnify and hold harmless the Company from claims arising out of:

Customer Data;

Use of the Service;

Violations of applicable law.

14. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”.

THE COMPANY DISCLAIMS ALL IMPLIED WARRANTIES.

IN NO EVENT SHALL THE COMPANY BE LIABLE FOR:

INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES;

LOSS OF DATA, REVENUE, OR PROFITS;

FAILURE OR DELAY IN MESSAGE DELIVERY;

DAMAGES ARISING FROM THIRD-PARTY SERVICES;

TOTAL LIABILITY SHALL NOT EXCEED:

THE AMOUNT PAID BY CUSTOMER IN THE PRIOR 12 MONTHS.

15. GOVERNING LAW

These Terms shall be governed by the laws of the State of Delaware, United States, without regard to conflict of law principles.

16. DISPUTE RESOLUTION

Disputes shall be resolved through:

Good faith negotiations, followed by.

Binding arbitration in Delaware, unless otherwise agreed.

17. INTERNATIONAL USE

The Service is operated from the United States but may be accessed globally.

Customer is responsible for compliance with local laws.

18. CHANGES TO TERMS

The Company may update these Terms from time to time.

Continued use of the Service constitutes acceptance of updated Terms.

19. MISCELLANEOUS

Entire Agreement: These Terms + applicable agreements form the entire agreement.

Assignment: Customer may not assign without consent.

Force Majeure: Company not liable for events beyond control.

Severability: Invalid provisions do not affect the remainder.