Terms of Service

Last Updated: January 2025

1. Acceptance of Terms

By accessing or using Overgrad's student success platform and related services (the "Services"), you agree to be bound by these Terms of Service ("Terms"). If you are using the Services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

2. Description of Services

Overgrad provides a cloud-based platform for educational organizations to manage student data, track outcomes, facilitate college and career planning, and communicate with students and families. Our Services include:

• Student information management and tracking
• College application and financial aid tracking
• Communication tools (SMS and email)
• Analytics and reporting
• Integrations with third-party education services

3. Account Registration and Access

3.1 Account Creation

To use the Services, you must create an account and provide accurate, complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

3.2 User Types

The Services support different user types with varying access levels:

• Administrators: Organization-level access and configuration
• Counselors/Staff: Access to student data and tools
• Students: Limited access to their own information and resources
• Parents/Guardians: View-only access to their student's information

4. Acceptable Use

4.1 Permitted Use

You may use the Services only for lawful educational purposes consistent with these Terms.

4.2 Prohibited Activities

You agree NOT to:

• Violate any applicable laws, regulations, or third-party rights
• Access or attempt to access accounts or data belonging to others
• Interfere with or disrupt the Services or servers
• Transmit viruses, malware, or other harmful code
• Use the Services for unauthorized commercial purposes
• Scrape, copy, or reproduce student data for unauthorized purposes
• Circumvent security measures or access controls
• Share student data in violation of FERPA or other privacy laws

5. Data Ownership and Usage

5.1 Your Data

You retain all ownership rights to the student data and content you upload to the Services ("Customer Data"). You grant us a limited license to use Customer Data solely to provide and improve the Services.

5.2 Our Intellectual Property

Overgrad retains all rights, title, and interest in the Services, including all software, features, functionality, and intellectual property. These Terms do not grant you any ownership rights to the Services.

5.3 Aggregated Data

We may create anonymized, aggregated data from Customer Data for analytics, benchmarking, and service improvement purposes. Such aggregated data will not identify individuals or specific organizations.

6. Payment Terms

6.1 Fees

You agree to pay all fees associated with your subscription plan. Fees are based on the number of students served and the services selected, as outlined in your service agreement.

6.2 Billing

• Annual subscriptions are billed in advance
• Launch fees are due upon contract signing
• Fees are non-refundable except as required by law
• We may change pricing with 30 days' notice for renewal periods

6.3 Late Payment

Late payments may result in suspension of access to the Services until payment is received.

7. Service Level and Support

7.1 Availability

We strive to maintain 99.9% uptime for the Services, excluding scheduled maintenance. Planned downtime will be communicated in advance when possible.

7.2 Support

Support is provided via email at support@overgrad.com. Response times vary by subscription tier:

• Standard Support: 24-48 hour response time
• Priority Support: 4-8 hour response time during business hours
• Dedicated Support: 1-2 hour response time for critical issues

8. Data Security and Privacy

We implement appropriate technical and organizational measures to protect Customer Data as described in our Privacy Policy. However, no system is completely secure, and we cannot guarantee absolute security.

9. Data Processing Agreement (FERPA/GDPR)

For educational institutions subject to FERPA, GDPR, or similar data protection laws, we will enter into a separate Data Processing Agreement (DPA) that outlines our roles and responsibilities as a data processor. Contact legal@overgrad.com to execute a DPA.

10. Termination

10.1 By You

You may terminate your subscription at any time with 30 days' written notice. No refunds will be provided for the remainder of the current billing period.

10.2 By Us

We may suspend or terminate your access immediately if you breach these Terms, fail to pay fees, or engage in conduct that could harm us or other users.

10.3 Data Export

Upon termination, you have 30 days to export your Customer Data from the platform. After 30 days, we may delete Customer Data from our systems.

11. Warranties and Disclaimers

11.1 Service Warranty

We warrant that the Services will perform substantially in accordance with our documentation. If the Services do not meet this warranty, we will work to correct the issue or provide a refund for the affected period.

11.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OVERGRAD SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE. OUR TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM.

13. Indemnification

You agree to indemnify and hold harmless Overgrad from any claims, damages, or expenses arising from your use of the Services, your violation of these Terms, or your violation of any third-party rights.

14. Changes to Terms

We may modify these Terms at any time by posting revised Terms on our website. Material changes will be communicated via email. Your continued use of the Services after changes constitutes acceptance of the modified Terms.

15. Governing Law and Dispute Resolution

These Terms are governed by the laws of [Your State/Jurisdiction]. Any disputes will be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, except that either party may seek injunctive relief in court for intellectual property claims.

16. Miscellaneous

16.1 Entire Agreement

These Terms, together with your service agreement and our Privacy Policy, constitute the entire agreement between you and Overgrad regarding the Services.

16.2 Severability

If any provision of these Terms is found unenforceable, the remaining provisions will remain in full effect.

16.3 No Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision.

16.4 Assignment

You may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

17. Contact Information

For questions about these Terms, please contact:

• Email: legal@overgrad.com
• Support: support@overgrad.com
• General: hello@overgrad.com