Terms of Service - Ayotree: Cloud-Based School Management Software

By using the Ayotree (“Service”) or by continuing to use the Service after being notified of a change to these Terms, you are agreeing to be bound by the following terms and conditions (“Terms of Service”).

Ayotree, (“Company”) reserves the right to update and change these Terms of Service without notice.

Violation of any of the terms below may result in the termination of your account.

Account Terms

You are responsible for maintaining the security of your account and password. The Company cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
You are responsible for all content posted and activity that occurs under your account (even when content is posted by others who have their own logins under your account).
You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process.
Your login may only be used by one person – a single login shared by multiple people is not permitted. You may create separate logins for as many people as you’d like.
You must be a human. Accounts registered by “bots” or other automated methods are not permitted.
You are agreeing that, when creating the Accounts and using the Service, you will follow these codes of conduct:
1. Don’t do anything illegal.
2. Don’t engage in any activity that exploits, harms, or threatens to harm children.
3. Don’t send spam. Spam is unwanted or unsolicited bulk email, postings, contact requests, or instant messages.
4. Don’t publicly display or use the Services to share inappropriate content or material (involving, for example, nudity, bestiality, pornography, offensive language, graphic violence, or criminal activity).
5. Don’t engage in activity that is fraudulent, false or misleading (e.g., asking for money under false pretenses, impersonating someone else, manipulating the Service to increase play count, or affect rankings, ratings, or comments).
6. Don’t circumvent any restrictions on access to or availability of the Service.
7. Don’t engage in activity that is harmful to you, the Service or others (e.g., transmitting viruses, stalking, posting terrorist or violent extremist content, communicating hate speech, or advocating violence against others).
8. Don’t infringe upon the rights of others (e.g., unauthorized sharing of copyrighted music or other copyrighted material, resale or other distribution of Bing maps, or photographs).
9. Don’t engage in activity that violates the privacy of others.
10. Don’t help others break these rules.
If you violate these codes, we may stop providing Service to you or we may close your account. We may also block delivery of a communication (like email, file sharing or instant message) to or from the Service in an effort to enforce these codes or we may remove or refuse to publish Your Content for any reason. When investigating alleged violations of these codes, the Company reserves the right to review Your Content in order to resolve the issue. However, we cannot monitor the entire Service and make no attempt to do so.

API Terms

Customers may access their Service data via the Application Program Interface (“API”). Any use of the API, including use of the API through a third-party product that accesses the Service, is bound by the terms of this agreement plus the following specific terms:

You expressly understand and agree that the Company shall not be liable for any damages or losses resulting from your use of the API or third-party products that access data via the API.
Abuse or excessively frequent requests to the Service via the API may result in the temporary or permanent suspension of your account’s access to the API. The Company, in its sole discretion, will determine abuse or excessive usage of the API. The Company will make a reasonable attempt via email to warn the account owner prior to suspension.

Payment, Refunds, Upgrading, and Downgrading Terms

The Service is offered with a free trial for 30 days. If you need more than 30 days, you will only be able to continue using the Service by paying in advance for additional usage. We may suspend or cancel the Service if we do not receive an on time, full payment from you. Suspension or cancellation of the Service for non-payment could result in a loss of access to and use of your account and its content.
For any upgrade or downgrade in plan level, will result in the new rate being charged at the next billing cycle. There will be no prorating for downgrades in between billing cycles.
Downgrading your Service may cause the loss of features or capacity of your account. The Company does not accept any liability for such loss.
All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities and currency exchange settlements, unless stated otherwise, and you shall be responsible for payment of all such taxes, levies, or duties on your own. Where required, The Company will collect those taxes on behalf of taxing authority and remit those taxes to taxing authorities. Connecting to the Internet via a corporate or other private network that masks your location may cause charges to be different from those displayed for your actual location.
Company will provide you with an online billing statement to your account, where you can view and print your statement. This is the only billing statement that we provide. If Company makes an error on your bill, you must write to Company within 90 days after the error first appears on your bill. Company will then promptly investigate the charge. If you do not write to Company within that time, you release Company from all liability and claims of loss resulting from the error and Company won’t be required to correct the error or provide a refund. If Company has identified a billing error, we will correct that error within 90 days.
Unless otherwise provided by law or by a particular Service offer, all subscriptions and purchases are final and non-refundable. If you believe that Company has charged you in error, you must contact us within 90 days of such charge. No refunds will be given for any charges more than 90 days old. We reserve the right to issue refunds or credits at our sole discretion. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future. This refund policy does not affect any statutory rights that may apply.
We may change the price of the Service at any time.If there is a fixed term and price for your Service offer, that price will remain in force for the fixed term. And if you have a monthly basis purchase, we will notify you by email, or other reasonable manner, at least 30 days before the price change. If you do not agree to the price change, you must cancel and stop using the Services before the price change takes effect.

Cancellation and Termination

You are solely responsible for properly canceling your account. You can cancel your account at any time by contacting our support team.
All of your content will be inaccessible from the Service immediately upon cancellation.
If you cancel the Service before the end of your current paid up month, your cancellation will take effect immediately, and you will not be charged again. But there will not be any prorating of unused time in the last billing cycle.
The Company, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all content in your account. The Company reserves the right to refuse service to anyone for any reason at any time.
You may cancel a Service at any time, with or without cause. Cancelling paid Service stops future charges to continue the Service. You should refer back to the offer describing the Service as (i) you may not receive a refund at the time of cancellation; (ii) you may be obligated to pay cancellation charges; (iii) you may be obligated to pay all charges made to your billing account for the Services before the date of cancellation; and (iv) you may lose access to and use of your account when you cancel the Services.
Organizations that pay for the Service on an annual basis may request a refund in case of cancellation. The refund will be calculated based on a prorated rate of the monthly pricing for the months used, with the unused funds being returned. To request a refund, the organization must contact our support team, and any approved refunds will be processed according to the terms outlined in this section.

Modifications to the Services, Prices, and Changes to These Terms

The Company reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, any part of the Service with or without notice.
Prices of all Services are subject to change upon 30 days of notice from us. Such notice may be provided at any time by posting the changes to the Company web site or the Service itself.
Company may change these Terms at any time, and we’ll tell you when we do.Using the Services after the changes become effective means you agree to the new terms.
The Company shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

Copyright and Content Ownership

All content posted on the Service must comply with U.S. copyright law.
We claim no intellectual property rights over the material you provide to the Service. All materials uploaded remain yours.
The Company does not pre-screen content, but reserves the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service.
The look and feel of the Service is copyright© to the Company. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML, CSS, JavaScript, or visual design elements without express written permission from the Company.
When you share Your Content with other people, you understand that they may be able to, on a worldwide basis, use, save, record, reproduce, broadcast, transmit, share and display Your Content without compensating you. If you do not want others to have that ability, do not use the Service to share Your Content. You represent and warrant that for the duration of these Terms, you have (and will have) all the rights necessary for Your Content that is uploaded, stored, or shared on or through the Service and that the collection, use, and retention of Your Content will not violate any law or rights of others. Company cannot be held responsible for Your Content or the material others upload, store or share using the Service.
The contents (including IP contents) you create, share, upload, show and integrate onto Ayotree platform and other Ayotree products may be protected by intellectual property laws, including but not limited to logos, trademarks, photos, videos, documents, etc. You own the intellectual property rights (including copyright) of those contents. You specifically give us the permissions and grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any of those contents you create, share, upload, show, and integrate onto Ayotree platform and other Ayotree products (known as License). This License does not take away the rights you have to your own content. You are free to use your content wherever you want and share with whomever you’d like to do. You understand and grant that we may use your content without any obligation to compensate you for the content. This License ends when you delete your content or terminate your account unless your content has been shared with others, and they have not deleted it. When you delete your content, you understand that removed content may persist in backup copies for a reasonable period of time but will not be available to anyone else.

General Conditions

Your use of the Service is at your sole risk. The service is provided on an “as is” and “as available” basis. We strive to keep the Service up and running; however, all online services suffer occasional disruptions and outages, and Company is not liable for any disruption or loss you may suffer as a result. In the event of an outage, you may not be able to retrieve Your Content or Data that you’ve stored. We recommend that you regularly backup Your Content and Data that you store on the Service.
Technical support is only provided via email.
You understand that the Company uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
You must not modify, adapt or hack the Service.
You must not modify another website so as to falsely imply that it is associated with the Service or the Company.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by the Company.
We may, but have no obligation to, remove content and accounts that we determine in our sole discretion are unlawful or violates any party’s intellectual property or these Terms of Service.
Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Service customer, Company employee or officer will result in immediate account termination.
You understand that the technical processing and transmission of the Service, including your content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
If your usage significantly exceeds the average usage of other Service customers, extra fees may occur. Of course, we’ll reach out to the account owner to discuss the issue before applying any actions.
The Company does not warrant that (i) the service will meet your specific requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and (v) any errors in the Service will be corrected.
You expressly understand and agree that the Company shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if the Company has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; (v) or any other matter relating to the service.
The failure of the Company to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and the Company and govern your use of the Service, superseding any prior agreements between you and the Company (including, but not limited to, any prior versions of the Terms of Service).
Questions about the Terms of Service should be sent to support@Ayotree.com.
Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes.

Dispute Resolution

Generally: in the interest of resolving disputes between you and Company in the most expedient and cost-effective manner, you and Company agree that any and all disputes (except certain small claims) arising in connection with this Agreement shall be resolved by mutual consent or binding arbitration only. By agreeing to arbitration, You and Company understand and agree to waive the rights to maintain other available resolution processes, such as a lawsuit, a court action or administrative proceeding, to settle the disputes. There’s no judge or jury. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes, but is not limited to all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise during or after the termination of these Terms. You understand and agree that, by entering into these Terms, you and Company are each waiving the right to a trial by jury or to participate in a court class action.
Exceptions: notwithstanding subsection (A), we both agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either of our right to (i) bring an individual action in small claims court, (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (iii) seek injunctive relief in a court of law, or (iv) to file suit in a court of law to address intellectual property infringement claims.
Arbitrator: any arbitration between you and Company will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Company at support@ayotree.com.
Notice Process: a party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for you, by electronic mail (“Notice”). Company’s address for Notice is: Ayotree, 1515 East Colorado Blvd, Pasadena, CA 91106, USA. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). We agree to use good faith efforts to resolve the claim directly, but If we do not reach an agreement to do so within 60 days after the Notice is received, you or Company may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Company shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any; provided that if our dispute is finally resolved through arbitration in your favor, Company shall pay you the greater of (i) the amount awarded by the arbitrator, if any, and (ii) the greatest amount offered by Company in settlement of the dispute prior to the arbitrator’s award.
Fees: in the event that you commence arbitration in accordance with these Terms, we will abide by the AAA Rules with regards to potential reimbursement of fees. Any arbitration hearings will take place at a location to be agreed upon in Los Angeles County, California, provided that if the claim is for $1,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a non-appearance based telephonic hearing, or by an in-person hearing as established by the AAA Rules. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse Company for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
No Class Actions: you and company agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Further, unless both you and Company agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
Modifications: in the event that Company makes any future change to this arbitration provision (other than a change to the Company’s address for Notice), you may reject any such change by sending us written notice within 30 days of the change to Company’s address for Notice, in which case your account with Company shall be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject shall survive.