Terms of Service

1. Using the Argossey Services

1.1 The Services. Argossey helps schools strengthen the relationships between teachers and students. Educators use the Application to capture and organize insight from the 1:1 interactions with students, including, but not limited to, meetings, check-ins, and advisory conversations. Depending on how your Educational Institution has configured the Services, the Application may help you create structured student records, generate summaries and key takeaways, recommend follow-up, produce student insights for uses such as report card comments and conferences, suggest practical next steps (which we call Pivot Points), build longitudinal student profiles over time, and prepare for upcoming student meetings. Argossey also provides professional development and coaching, and gives designated school and district leaders monthly reports and dashboards that help them support relational practice. We may add, change, or remove features from time to time.

1.2 AI Features and Pivot Points. Some features use artificial intelligence, including models provided by outside vendors (collectively, “AI Features”), to help Educators summarize interactions, surface themes, recommend follow-up, generate student-specific strategies (including Pivot Points), and reflect on their practice. AI Features support human interaction. They do not replace your professional judgment or your relationship with students, and Argossey does not make automated decisions about students. We commit that:

• we do not use student or teacher data to train external artificial intelligence models;

• we do not send identifiable student data to public artificial intelligence models; and

• any outside AI vendor we use acts only as our service provider, processes information only to deliver the requested feature, and is contractually prohibited from using that information for its own purposes, including model training.

You are responsible for reviewing Output before relying on it. We are not liable for the unavailability of any AI Feature, or for any vendor’s decision to change, suspend, or discontinue a tool we rely on.

1.3 License to Use the Services. Subject to your ongoing compliance with the Agreement, Argossey grants you a limited, revocable, nonexclusive, nontransferable, nonsublicensable license to access and use the Services for the sole purpose of your authorized educational use within your role at an Educational Institution. We reserve all rights not expressly granted.

1.4 Certain Restrictions. The rights granted to you are subject to the following restrictions, except where the Agreement expressly provides otherwise. You shall not:

• license, sell, rent, lease, transfer, assign, reproduce, distribute, host, or otherwise commercially exploit any part of the Services;

• frame or use framing techniques to enclose any trademark, logo, or other part of the Services;

• use any metatags or hidden text that incorporate Argossey’s name or trademarks;

• modify, translate, adapt, merge, create derivative works from, disassemble, decompile, reverse compile, or reverse engineer any part of the Services, except to the extent this restriction is prohibited by applicable law;

• use any manual or automated tools (including spiders, robots, scrapers, crawlers, or data mining tools) to copy or extract data from the Services without our written permission;

• copy, reproduce, distribute, republish, download, display, post, or transmit any part of the Services in any form, except as expressly permitted in the Agreement; or

• remove or obscure any copyright notice or other proprietary marking on or in the Services.

Any future release, update, or addition to the Services is subject to the Agreement. Argossey, its suppliers, and its service providers reserve all rights not granted in the Agreement.

2. Argossey Accounts

2.1 Registering Your Account. Argossey is designed for use by schools and districts, not for individual consumer purchase. In most cases, your Educational Institution provisions and authorizes your access. You may need to register an account (an “Account”) to use the Services. You agree to provide accurate, current, and complete information and to keep it up to date. If you provide information that is untrue, inaccurate, outdated, or incomplete, or if we reasonably believe it is, we may suspend or terminate your Account and refuse all use of the Services.

2.2 Logging In. You access the Services through the Application, which is available on iOS, Android, and Mac and through supported web browsers. Argossey requires multifactor login for all Accounts and supports single sign on where your Educational Institution has configured it. Where your Educational Institution uses Google, you can choose “Continue with Google.” Otherwise, you can sign in with an email and password. Authentication is handled through our authentication provider. You may use a single sign on service (such as Google) only if you are entitled to do so under the terms that govern it, and your relationship with that provider is governed solely by your agreement with that provider.

2.3 Registration Restrictions. You represent that you are (a) of legal age to form a binding contract where you live, and at least 18 years old to register as an Educator or staff member, and (b) not barred from using the Services under applicable law. You agree not to create an Account or use the Services using a false identity, on behalf of anyone you are not authorized to represent, or after having been removed or banned from the Services. Students use the Services only as directed and authorized by their Educational Institution.

2.4 Use of Your Account. You are responsible for all activity that occurs under your Account. You agree to keep your login credentials confidential, not to share them, and to notify us promptly at [SECURITY EMAIL] of any unauthorized use of your Account or any other breach of security. You agree to monitor your Account to prevent use by unauthorized persons, including minors, and you accept responsibility for any such unauthorized use.

2.5 Argossey Communications. By providing your contact information, you agree to receive communications from us, including by email. These may include operational messages about your Account or the Services and updates about features. You can opt out of promotional email by following the unsubscribe instructions in those messages. We may still send you operational messages about your Account and the Services.

3. Responsibility for Content

3.1 Types of Content. “Content” means all information, data, text, notes, recordings, files, and other materials provided to or accessible through the Services. You, and not Argossey, are responsible for all Content that you upload, enter, record, transmit, or otherwise make available through the Services, as well as any output the Services generate from your Content (collectively, “Your Content”). Other Account holders are similarly responsible for the Content they make available (collectively, “User Content”).

3.2 Your Content. Argossey does not claim ownership of Your Content. As between you and Argossey, you (or your Educational Institution, where it owns the relevant data) retain all right, title, and interest in Your Content. When you provide Your Content, you represent that you have the rights needed to do so and that doing so does not violate your Educational Institution’s policies or any law. Subject to your settings and any agreement with your Educational Institution, you grant Argossey a fully paid, royalty free, worldwide, nonexclusive license to host, store, use, reproduce, modify, adapt, transmit, and display Your Content, solely to operate, secure, maintain, and provide the Services to you, your Educational Institution, and the users it authorizes. We may also create anonymized and aggregated information that does not identify any student, Educator, Educational Institution, or other individual, and use it to operate and improve the Services, consistent with Section 4 and any agreement with your Educational Institution.

3.3 Single Sign On. Where you sign in using a single sign on service, Argossey uses that service only to authenticate you, not to import your content from it. Your use of that service is governed by your agreement with its provider, and Argossey disclaims liability for that provider’s acts or omissions.

3.4 No Obligation to Screen Content. Argossey has no obligation to screen User Content in advance, although we reserve the right to screen, refuse, or remove any User Content. We may monitor Your Content to operate, secure, and improve the Services, to enforce the Agreement, and to comply with law. Where we screen, refuse, or remove Content, we do so for our own benefit. We may remove any Content that violates the Agreement or that we consider objectionable.

3.5 Storage. We are not responsible for the deletion, accuracy, or failure to store or transmit Content, except as set out in our agreement with your Educational Institution and our privacy commitments. Argossey stores Content in a secure cloud environment. Personal devices used to access the Application are not designed to store persistent student data locally. We may set reasonable limits on the use and storage of Content, such as limits on file size, storage space, and processing capacity.

3.6 Administrator and Leadership Access to Your Content. Argossey is teacher facing and is designed to support Educators, not to monitor them. At the same time, an Educational Institution owns its data and uses role based access to control who can see what. Argossey provides designated school and district leaders with monthly reports and dashboards intended to help them see where relational practice is taking hold and where Educators may need support, framed as support rather than surveillance. If you use the Services on behalf of an Educational Institution, you acknowledge that the Institution and its authorized administrators may, consistent with its configuration and its agreement with us, access, use, export, restrict, or remove Your Content, and may restrict or end your access to your Account.

4. Student Data and Privacy

Protecting student information is central to how Argossey operates. This Section, together with our Privacy Policy and any data privacy agreement with your Educational Institution, describes how we handle student information. We align our practices with the Family Educational Rights and Privacy Act (FERPA) and the Children’s Online Privacy Protection Act (COPPA) as they apply to our role.

4.1 Our Role. Argossey is a school directed system, not a consumer product. When we process student information, we do so on behalf of and at the direction of the Educational Institution, as its service provider. For purposes of FERPA, where it applies, Argossey acts as a “school official” with a legitimate educational interest, under the direct control of the Educational Institution with respect to student education records. The Educational Institution remains the owner and controller of its student information.

4.2 Our Commitments. We commit that:

• we use student information only to provide the Services to the Educational Institution and for the educational purposes it authorizes;

• we do not sell personal information, and we do not advertise or market to students or families;

• we do not use student or teacher data to train external artificial intelligence models, and we do not send identifiable student data to public artificial intelligence models;

• we encrypt data in transit and at rest, use role based access, and process data within Argossey’s controlled environment;

• personal devices used to access the Application are not designed to store persistent student data locally; and

• we support the Educational Institution’s control over its data, including its ability to access, correct, export, and delete it, consistent with its agreement with us and applicable law.

4.3 Service Providers. We use a limited set of service providers (subprocessors) to operate the Services, currently including Amazon Web Services for hosting, Auth0 for authentication and multifactor login, Amplitude for product analytics, and Google Firebase for notifications. We remain responsible for their handling of information consistent with the Agreement and any data privacy agreement, and a current list is available to your Educational Institution on request. This list may change as the Services evolve.

4.4 Data Privacy Agreements. Where required, we enter into a data privacy agreement or similar contract with an Educational Institution or district, and we maintain readiness for district privacy and security review. Where such an agreement exists, it governs our handling of student information and controls wherever it conflicts with these Terms of Service. We align our practices with recognized student privacy frameworks, including the work of the Student Data Privacy Consortium and 1EdTech.

4.5 Entering Student Information. Educators should enter student personal information into the Services only when the Educational Institution has authorized it and a current agreement permits it. If you are unsure whether your Educational Institution has such an agreement in place, check with your Educational Institution before entering student personal information. Doing so without authorization may violate law or your Educational Institution’s policies and may result in suspension or termination of your Account.

5. User Conduct

5.1 Use of AI Features. Output is designed to assist Educators. It does not replace your professional skills and judgment. You are responsible for reviewing Output and deciding what, if anything, to act on. In particular:

• Treat Output as a starting point. Use it as a draft to refine with your own professional review, not as a finished product.

• Check for bias and accuracy. AI can produce biased, fabricated, or otherwise incorrect Content. Review Output before relying on it or sharing it.

• Know the limits of AI. The information underlying the Services may not always be current, so use care with recent topics.

• Protect privacy. Enter student personal information only when authorized and permitted under Section 4.

5.2 Recording and Consent. Where the Services allow you to record a conversation with a student, you are responsible for complying with all applicable laws and your Educational Institution’s policies regarding recording, including obtaining any consent required before recording. Recording laws vary by state and situation. If you are unsure whether recording is permitted, do not record until you have confirmed with your Educational Institution.

5.3 Acceptable Use Policy. As a condition of use, you agree not to use the Services for any purpose prohibited by the Agreement or by law. You shall not, and shall not permit any third party to, take any action or make available any Content that:

• infringes, misappropriates, or violates any intellectual property right, right of publicity, right of privacy, or other right of any person or entity;

• is unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, invasive of privacy, obscene, or offensive;

• constitutes unauthorized or unsolicited advertising, junk mail, or bulk email;

• involves commercial activities or sales unrelated to your authorized use;

• impersonates any person or entity, including any Argossey representative;

• interferes with the proper functioning of the Services or uses the Services in any way not expressly permitted by the Agreement; or

• attempts to engage in any harmful act directed at the Services, including violating security features, introducing viruses or harmful code, or overloading, flooding, or disrupting the Services.

5.4 Monitoring and Enforcement. We reserve the right to remove or refuse any Content; to take any action regarding Content that we believe violates the Agreement, infringes the rights of others, threatens safety, or could create liability for Argossey; to take appropriate legal action, including referral to law enforcement; and to suspend or terminate your access to all or part of the Services. If we become aware of a possible violation, we may investigate and may cooperate with legal authorities. We may disclose Content in our possession, including Your Content, to comply with law or legal process, to enforce the Agreement, to respond to claims, to provide customer service, or to protect the rights, property, or safety of Argossey, its users, or the public, except where prohibited by law.

6. Ownership

6.1 The Services. Except for Your Content and other User Content, Argossey and its suppliers own all right, title, and interest in the Services, including all software, code, models, designs, text, graphics, methods of operation, and documentation. You agree not to remove, alter, or obscure any proprietary notice in or accompanying the Services.

6.2 Trademarks. “Argossey” and all related logos, marks, and trade names used in connection with the Services are trademarks of Argossey and may not be used without our prior written permission. Other marks that may appear in the Services are the property of their respective owners.

6.3 Feedback. If you submit ideas, suggestions, or proposals about the Services (“Feedback”), you do so at your own risk, and Argossey has no obligation (including any obligation of confidentiality) with respect to that Feedback. You represent that you have the rights needed to submit it, and you grant Argossey a fully paid, royalty free, perpetual, irrevocable, worldwide, nonexclusive license to use, reproduce, modify, adapt, and otherwise exploit the Feedback, and to sublicense these rights, in connection with the Services and our business.

7. Fees and Purchase Terms

7.1 District and School Agreements. Argossey is designed for district or schoolwide implementation, not individual teacher purchase. Where an Educational Institution or district licenses the Services, the fees, payment terms, subscription period, renewal, and any included professional development and coaching are set out in the applicable order form or master services agreement, which controls over this Section.

7.2 Pilots and Trials. We may offer pilots or trials on terms we specify. Access provided for a pilot or trial is limited to the stated scope and period, and we may suspend or end it at our discretion.

7.3 Taxes. Fees do not include sales, use, or similar taxes. Where we are required to collect such taxes, we may add them to the fees. You are responsible for any such taxes other than taxes on Argossey’s income.

8. Professional Development and Coaching

Argossey is not software alone. It combines the Application with professional development and coaching that help Educators and leaders build the habits behind stronger relational practice. Professional development may include an in person kickoff, a series of online modules, an in person reflection session, and coaching cycles delivered over a phased implementation. The specific professional development and coaching included for your Educational Institution are set out in its order form or agreement. Materials we provide are licensed to you for your educational use and remain our property unless your agreement states otherwise.

9. Indemnification

To the extent permitted by applicable law, and except where prohibited for public institutions, you agree to indemnify and hold harmless Argossey and its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, an “Argossey Party”) from any losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) Your Content; (b) your use of the Services in violation of the Agreement; (c) your violation of the rights of any other party; or (d) your violation of any law in connection with the Agreement or the Services. We may assume the exclusive defense and control of any matter subject to indemnification by you, at our own cost, in which case you agree to cooperate. Where you are a public Educational Institution or district, this Section applies only to the extent your governing law allows. This Section survives termination of your Account and the Agreement.

10. Disclaimer of Warranties and Conditions

10.1 As Is.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS EXPRESSLY STATED IN A SIGNED AGREEMENT WITH YOUR EDUCATIONAL INSTITUTION, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. ARGOSSEY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. ARGOSSEY MAKES NO WARRANTY THAT (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; OR (3) THE RESULTS OBTAINED FROM THE SERVICES, INCLUDING ANY OUTPUT, WILL BE ACCURATE OR RELIABLE. GIVEN THE NATURE OF ARTIFICIAL INTELLIGENCE, ARGOSSEY DOES NOT WARRANT THAT OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR USE. NO ADVICE OR INFORMATION OBTAINED FROM ARGOSSEY OR THROUGH THE SERVICES CREATES ANY WARRANTY NOT EXPRESSLY STATED HERE. ANY BETA OR EXPERIMENTAL FEATURES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND AND MAY BE CHANGED OR DISCONTINUED AT OUR DISCRETION.

10.2 No Liability for Conduct of Third Parties.

YOU ACKNOWLEDGE AND AGREE THAT THE ARGOSSEY PARTIES ARE NOT LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS, OUTSIDE SITES, AND OUTSIDE SERVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS WITH YOU.

11. Limitation of Liability

11.1 Disclaimer of Certain Damages.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE ARGOSSEY PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE, OR DATA, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR FOR COSTS DUE TO BUSINESS INTERRUPTION OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICES, ON ANY THEORY OF LIABILITY, WHETHER OR NOT ARGOSSEY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION DOES NOT APPLY TO LIABILITY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY AN ARGOSSEY PARTY’S NEGLIGENCE, OR (ii) AN ARGOSSEY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

11.2 Cap on Liability.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF THE ARGOSSEY PARTIES ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICES WILL NOT EXCEED THE GREATER OF (i) THE TOTAL AMOUNT PAID TO ARGOSSEY FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD BEFORE THE EVENT GIVING RISE TO THE LIABILITY, OR (ii) THE CAP STATED IN YOUR EDUCATIONAL INSTITUTION’S AGREEMENT WITH ARGOSSEY, IF ANY. THIS CAP DOES NOT APPLY TO LIABILITY FOR (a) DEATH OR PERSONAL INJURY CAUSED BY AN ARGOSSEY PARTY’S NEGLIGENCE, OR (b) AN ARGOSSEY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

11.3 Content.

EXCEPT FOR ARGOSSEY’S OBLIGATIONS TO PROTECT PERSONAL INFORMATION AS SET OUT IN ITS PRIVACY POLICY AND ANY DATA PRIVACY AGREEMENT, ARGOSSEY ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY CONTENT OR COMMUNICATIONS.

11.4 Exclusion of Damages.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS.

11.5 Basis of the Bargain.

THE LIMITATIONS IN THIS SECTION ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ARGOSSEY AND YOU.

12. Term and Termination

12.1 Term. The Agreement begins on the date you accept it and remains in effect while you use the Services, unless terminated earlier under the Agreement or under your Educational Institution’s agreement with us.

12.2 Termination by Argossey. If you materially breach the Agreement, or if we are required to do so by law, we may suspend or terminate the Services provided to you, immediately and without notice. We may also suspend or terminate your access where your Educational Institution directs us to or where its agreement with us ends. We will not be liable to you or any third party for any termination of your Account for cause.

12.3 Termination by You. You may stop using the Services at any time. Where your Educational Institution licenses the Services, termination rights and any refunds are governed by its order form or agreement with us.

12.4 Effect of Termination. On termination, your right to use the Services ends, and we may delete your credentials and the Content associated with your Account, subject to Section 12.5 and any agreement with your Educational Institution. Provisions that by their nature should survive (including ownership, warranty disclaimers, limitation of liability, indemnification, and dispute resolution) will survive termination.

12.5 Data Export and Deletion. Where your Educational Institution has an agreement with us, export and deletion of its data follow that agreement and applicable law, including any transition period it provides. Where no separate agreement applies, you may contact us at [PRIVACY EMAIL] to request export or deletion of your data, and we will respond consistent with applicable law.

13. General Provisions

13.1 Governing Law. Any dispute relating to your use of the Services is governed by the laws of the State of [STATE], consistent with the Federal Arbitration Act where it applies, without regard to conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.2 Electronic Communications. Communications between you and Argossey may take place electronically. For contractual purposes, you consent to receive communications from us in electronic form, and you agree that electronic notices, disclosures, and agreements satisfy any legal requirement that they be in writing. This does not affect your rights under the Electronic Signatures in Global and National Commerce Act.

13.3 Assignment. You may not assign or transfer the Agreement without our prior written consent, and any attempt to do so is void. Argossey may assign the Agreement in connection with a merger, acquisition, or sale of assets, provided the successor continues to honor the commitments here regarding student information. Subject to this, the Agreement binds and benefits the parties and their permitted successors and assigns.

13.4 Force Majeure. Argossey is not liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, pandemics, war, terrorism, civil disturbance, fire, flood, accident, labor shortage, or failures of utilities or networks.

13.5 Questions and Complaints. If you have questions, complaints, or claims about the Services, please contact us at [CONTACT EMAIL]. We will do our best to address your concerns.

13.6 Notice. Where we require an email address, you are responsible for keeping it current. If the email address you provided is not valid or cannot receive notices, our sending of a notice to that address still constitutes effective notice. You may give us notice at [ARGOSSEY LEGAL ENTITY NAME], [MAILING ADDRESS], Attn: Legal. Notice is effective when received by next business day delivery or first class prepaid mail at that address.

13.7 Waiver. Our failure to enforce any provision is not a waiver of that provision or any other provision on any other occasion.

13.8 No Third Party Beneficiaries. The Agreement is for the sole benefit of you and Argossey, and no other person or entity may enforce its terms.

13.9 Severability. If any part of the Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent as nearly as possible, and the remaining parts will remain in full force and effect.

13.10 Changes to the Agreement. We may change the Agreement at our discretion. When we make changes, we will post the updated Agreement and update the “Last Updated” date above. For material changes, we will provide notice and attempt to notify you by email. Changes are effective immediately for new users and, for existing Account holders, on the earlier of thirty (30) days after the “Last Updated” date or your acceptance of the updated Agreement. If you do not agree to the updated Agreement, you must stop using the Services. Where your Educational Institution has a signed agreement with us, changes to these Terms of Service do not change that agreement.

13.11 Entire Agreement. The Agreement, together with any policy referenced here and any signed agreement with your Educational Institution, is the entire agreement between you and Argossey regarding the Services and supersedes all prior discussions. Where a signed agreement with your Educational Institution conflicts with these Terms of Service, that agreement controls.

14. Copyright Infringement Claims

It is Argossey’s policy to end the access of any Account holder who repeatedly infringes copyright, upon prompt notice from the copyright owner or its agent.

If you believe that material accessible through the Services infringes a copyright you own or are authorized to act for, please send a notice (a “takedown notice”) to our designated agent at [COPYRIGHT AGENT EMAIL] with the following:

1. a physical or electronic signature of a person authorized to act for the owner of the right allegedly infringed;

1. identification of the copyrighted work claimed to be infringed, or a representative list if multiple works are covered;

1. identification of the material claimed to be infringing and information reasonably sufficient to let us locate it;

1. information reasonably sufficient to let us contact you, such as an address, telephone number, and email address;

1. a statement that you have a good faith belief that the use is not authorized by the owner, its agent, or the law; and

1. a statement, under penalty of perjury, that the information is accurate and that you are authorized to act for the owner.

On receiving a valid notice, we will respond promptly to remove or disable access to the material and will attempt to notify the user accused of infringement, who may submit a counter notice as permitted by the Digital Millennium Copyright Act. Our designated agent for copyright notices is [ARGOSSEY LEGAL ENTITY NAME], Attn: Copyright Agent, [MAILING ADDRESS], [COPYRIGHT AGENT EMAIL].

15. Dispute Resolution and Arbitration

15.1 Applicability. If you live in the United States, and subject to Section 15.6, you and Argossey agree that any dispute, controversy, or claim arising out of or relating to your access to or use of the Services or to the Agreement (each, a “Dispute”) will be resolved by binding arbitration rather than in court, except that (a) either party may bring a qualifying claim in small claims court, and (b) either party may seek injunctive or equitable relief in court to protect intellectual property rights.

15.2 Informal Dispute Resolution. Before starting arbitration, the parties will try in good faith to resolve the Dispute informally for at least forty five (45) days after written notice of the Dispute. Notice to Argossey should be sent to [LEGAL EMAIL] or to [ARGOSSEY LEGAL ENTITY NAME], [MAILING ADDRESS], Attn: Legal, and should describe the Dispute and the relief sought. This informal process is a precondition to starting arbitration, and applicable deadlines are paused while it is underway.

15.3 Waiver of Jury Trial. Subject to Section 15.6, you and Argossey waive any right to sue in court and to have a trial before a judge or jury, and instead elect that Disputes be resolved by arbitration under this Section, except as expressly provided here. Court review of an arbitration award is limited.

15.4 Waiver of Class Relief. Subject to Section 15.6, each party may bring claims against the other only on an individual basis, and not as a plaintiff or class member in any class, collective, or representative proceeding. The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary for that party’s individual claim. If this Section 15.4 is found unenforceable as to a particular claim, that claim will be severed and may be brought in the courts identified in Section 15.8.

15.5 Rules and Forum. The arbitration will be administered by [ARBITRATION ADMINISTRATOR] under its rules then in effect, as modified by this Section, and the Federal Arbitration Act governs its interpretation and enforcement. Unless the parties agree otherwise, the arbitration will be conducted in the county where you reside, and the arbitrator may direct a reasonable exchange of information consistent with the expedited nature of arbitration. The arbitrator will issue a written award, which is final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Each party bears its own attorneys’ fees and costs, except as the rules or applicable law provide otherwise.

15.6 Public Institutions. If you are a public school, public district, or other public Educational Institution, the provisions of this Section that require binding arbitration, waive a jury trial, waive class relief, or set venue apply only to the extent permitted by the laws that govern you. Where those provisions are not permitted, Disputes involving you will be resolved by the courts identified in Section 15.8, and where an order form or master services agreement with you addresses dispute resolution, that agreement controls.

15.7 Right to Opt Out. You may opt out of this Section by sending written notice to [LEGAL EMAIL] or to [ARGOSSEY LEGAL ENTITY NAME], [MAILING ADDRESS], Attn: Legal, within thirty (30) days after you first become subject to it. Your notice must include your name, address, the email address associated with your Account, and a clear statement that you want to opt out. If you opt out, the rest of the Agreement still applies to you.

15.8 Governing Courts. To the extent a Dispute is not subject to arbitration, it will be brought in the state or federal courts located in [VENUE], except that qualifying claims may be brought in small claims court in the county where you reside.

Contact Us

Questions about these Terms of Service may be sent to:

[ARGOSSEY LEGAL ENTITY NAME]

[MAILING ADDRESS]

[CONTACT EMAIL]