Team Subscription Services Agreement

This Team Subscription Services Agreement (this “Agreement”) is entered into between Academe, Inc. (“Academe”) and the organization, institution, or entity identified in an Order Form or at checkout (“Customer”). It applies when Customer purchases access to Academe for more than one user (a “Team”).

By placing an order, signing an Order Form, or accessing the Platform, Customer agrees to this Agreement. Individual members of the Team are separately bound by our Authorized User Terms.

• Authorized User. An individual who has been granted a seat by a Team Admin.
• Order Form. The document or checkout record specifying seat count, term, fees, and start date.
• Platform. The Academe workspace, related services, documentation, and associated technology.
• Subscription Term. The period of access specified in the Order Form (typically monthly or annual).
• Team Admin. An Authorized User designated by Customer with administrative rights to invite or remove seats.
• Customer Data. All content uploaded by Customer or its Authorized Users.

Academe grants Customer a limited, non-exclusive, non-transferable right to access the Platform during the Subscription Term solely for the benefit of its Authorized Users. Customer is responsible for managing seats, including inviting, deactivating, and assigning administrative rights.

Seats are per-individual, not shared. Customer may reassign a seat from one Authorized User to another but may not share credentials across individuals.

Customer agrees to pay the fees set out in the Order Form or at checkout. Fees are invoiced in advance, monthly or annually as specified. Fees are exclusive of taxes; Customer is responsible for all applicable taxes.

Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Customer is responsible for reasonable collection costs, including attorneys' fees.

Mid-term seat additions are pro-rated. Seat removals take effect at the next renewal; no partial refunds for mid-term reductions unless required by law.

The initial Subscription Term begins on the start date in the Order Form and automatically renews for successive periods of equal length unless either party gives written notice of non-renewal at least thirty (30) days before the renewal date.

Either party may terminate for material breach on thirty (30) days' written notice if the breach is not cured during that period. Academe may suspend access immediately if fees are overdue by more than thirty (30) days.

Upon termination, Customer's right to access the Platform ceases. Academe will retain Customer Data for ninety (90) days post-termination and permit export during that window. After ninety (90) days, Customer Data may be deleted except where retention is required by law.

Customer retains all rights, title, and interest in Customer Data. Customer grants Academe a limited, non-exclusive license to host, process, and display Customer Data solely to provide the Platform.

Academe does not use Customer Data to train AI models. Academe processes Customer Data in accordance with our Privacy Policy and the Data Processing Addendum, which is incorporated by reference.

Customer is responsible for:

• Ensuring Authorized Users comply with the Authorized User Terms.
• Maintaining the security of Team Admin credentials and access policies.
• Ensuring Customer Data is lawful and that Customer has rights to upload it.
• Promptly notifying Academe of unauthorized account access.

Each party may disclose confidential information (“Confidential Information”) in connection with this Agreement. The receiving party will protect Confidential Information using at least the same degree of care it uses for its own confidential information, and in no event less than reasonable care, and will use it only for purposes of this Agreement.

Confidential Information does not include information that is or becomes publicly available without breach, was known prior to disclosure, is independently developed, or is rightfully received from a third party.

Academe maintains reasonable administrative, physical, and technical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, or destruction. Specific security commitments include encryption in transit and at rest, access controls, audit logging, and vendor risk management. These are described in our Security Addendum, made available upon request.

Academe and its licensors retain all rights in the Platform, including all intellectual property rights. No rights are granted to Customer except those expressly set out in this Agreement.

Customer may provide feedback, suggestions, or ideas about the Platform. Academe may use such feedback on a royalty-free, perpetual basis without obligation.

Academe warrants that the Platform will perform substantially in accordance with its documentation under normal use. As Customer's sole remedy for a material breach of this warranty, Academe will either (a) correct the material breach or (b) refund the prepaid fees for the remainder of the then-current term.

Except as expressly set out above, the Platform is provided “as is” without warranties of any kind. Academe disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

By Academe. Academe will defend Customer against any third-party claim that the Platform, as provided by Academe and used in accordance with this Agreement, infringes a valid intellectual property right, and will pay damages finally awarded.

By Customer.Customer will defend Academe against any third-party claim arising out of Customer Data, Customer's use of the Platform in violation of this Agreement, or Customer's violation of applicable law, and will pay damages finally awarded.

Except for liability arising from Customer's payment obligations, indemnification obligations, or willful misconduct, each party's aggregate liability under this Agreement shall not exceed the fees paid or payable by Customer in the twelve (12) months preceding the event giving rise to liability. In no event shall either party be liable for indirect, incidental, special, consequential, or punitive damages.

Governing Law. Delaware law governs this Agreement, without regard to conflict of laws principles. Disputes are subject to the jurisdiction of the state and federal courts located in Delaware.

Assignment.Neither party may assign this Agreement without the other party's written consent, except that either party may assign without consent in connection with a merger, acquisition, or sale of all or substantially all assets.

Notices. Legal notices must be sent to hello@academe-ai.com and to the Customer address on file.

Entire Agreement. This Agreement, together with the applicable Order Form, DPA, Authorized User Terms, and Privacy Policy, constitutes the complete agreement between the parties on the subject matter. If any provision is unenforceable, the rest remain in effect.

Contracting questions: hello@academe-ai.com. Operational support: hello@academe-ai.com.