Terms of Service

Effective August 23, 2026

By creating an account, clicking to accept, signing an order, or using VindicaOS (the “Service”), the person accepting these Terms represents that they can bind Customer. If Customer has a signed order or agreement with Vindica, that document controls only where it expressly conflicts with these Terms.

1. Service and access

VindicaOS provides software for operating an SAT-prep program, including assessments, scoring, classroom tools, homework, reports, and a question bank. During the subscription, Vindica grants Customer a limited, non-exclusive, non-transferable right for its authorized staff and students to use the Service for Customer’s educational operations. Customer must keep credentials secure, maintain accurate account information, and promptly report suspected unauthorized access.

2. Acceptable use

Customer will not break applicable law; access another customer’s data; interfere with or probe the Service without written permission; bypass usage controls; resell or sublicense the Service; reverse engineer it except where law makes that restriction unenforceable; use it to develop a competing product; or upload content it lacks the right to use. Customer is responsible for its users and for educational decisions it makes using Service output.

3. Students, minors, and school authorization

The Service is sold to academies, schools, and other educational organizations, not directly to children. Customer authorizes Vindica to process student data solely to provide the Service and represents that it has authority to provide that data and direct that processing. Customer will give required notices and obtain consents that fall within its relationship with students and families.

Vindica does not shift its own legal duties to Customer. Where COPPA applies and school authorization may substitute for parental consent, Vindica will use children’s data only for the school-authorized educational purpose and not for advertising or another commercial purpose. Where FERPA applies and the legal requirements are met, the parties intend Vindica to act as a school official performing an institutional service under Customer’s direct control, with use and redisclosure limited by the Data Processing Agreement (“DPA”).

4. Customer data and privacy

Customer retains all rights it has in data and content submitted to the Service (“Customer Data”). Customer instructs Vindica to process Customer Data to provide, secure, support, and maintain the Service as described in the DPA and Privacy Policy. The DPA is incorporated into these Terms and automatically binds both parties; it prevails over these Terms on personal-data processing.

5. Fees and billing

The standard commercial price is US $10.99 per active student per month. There is no base fee, setup fee, annual contract, or per-test charge unless an order expressly says otherwise. Flint, the built-in demo student, is not billed. Customer may swap active students; the active seat count used for billing updates as students are activated or deactivated.

Qualifying nonprofits and under-resourced schools may receive the same Service free after Vindica’s eligibility review. Complimentary access is non-transferable and may be reviewed if eligibility or use materially changes.

Paid subscriptions are billed through Stripe. Prices exclude taxes Customer is legally responsible for, other than taxes on Vindica’s income. Customer may cancel through the billing portal; cancellation takes effect at the end of the current billing period. Except where law requires otherwise, fees already paid are non-refundable.

6. Intellectual property and feedback

Vindica and its licensors own the Service, its software, designs, documentation, and included content. Customer owns questions and other materials it uploads. White-label features change presentation, not ownership of the underlying Service. If Customer voluntarily provides product feedback, Vindica may use it without restriction or payment, but not in a way that identifies a student or discloses Customer’s confidential information.

7. AI-assisted features

Some explanations, homework drafts, support responses, or reports may be generated with AI. Output can be incomplete or wrong and must be reviewed by qualified staff before being relied on or sent to a family. Vindica does not use identifiable student Customer Data to train general-purpose AI models. Additional processing details appear in the DPA and Privacy Policy.

8. Confidentiality

Each party will use the other’s non-public business, technical, and student information only to perform this agreement, protect it using reasonable care, and disclose it only to personnel and providers who need it and are bound by confidentiality. These duties do not cover information that is public without breach, already lawfully known, independently developed, or rightfully received from another source. A legally compelled disclosure is permitted after notice where lawful.

9. Security and availability

Vindica will maintain the safeguards described in the DPA and use commercially reasonable efforts to keep the Service available. Maintenance, emergencies, internet failures, provider outages, and events outside reasonable control may interrupt access. Vindica may suspend access to prevent harm, address illegal use, or respond to nonpayment, and will give notice where practical.

10. Warranties and disclaimer

Each party warrants that it has authority to enter these Terms. Vindica warrants that it will provide the Service with reasonable care and skill. Except for those express warranties and to the maximum extent permitted by law, the Service is provided “as is” and “as available,” and Vindica disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation. The Service supports instruction; it does not guarantee a score, admission, or educational outcome.

11. Indemnification

Vindica will defend Customer from a third-party claim that the unmodified Service infringes a United States patent, copyright, or trademark, and pay resulting final damages or approved settlements. Vindica may modify or replace the Service or end affected use and refund prepaid unused fees. This obligation does not cover Customer Data, unauthorized combinations or modifications, or continued use after notice.

Customer will defend Vindica from a third-party claim arising from Customer Data, Customer’s unlawful use, or Customer’s material breach of Sections 2 or 3, and pay resulting final damages or approved settlements. The indemnified party must promptly notify the other, allow control of the defense, and reasonably cooperate. A settlement may not admit fault or impose non-monetary obligations on the indemnified party without consent.

12. Limitation of liability

To the maximum extent permitted by law, neither party is liable for lost profits, revenues, goodwill, or data, or for indirect, special, incidental, consequential, or punitive damages. Except for payment obligations, confidentiality breaches, infringement or misuse of the other party’s intellectual property, indemnification obligations, or liability that law does not permit to be limited, each party’s total liability arising from the Service will not exceed the greater of fees paid or payable by Customer in the 12 months before the event giving rise to liability or US $1,000. These limits apply regardless of legal theory and even if a remedy fails of its essential purpose.

13. Termination and data return

Either party may terminate for a material breach not cured within 30 days after written notice, or immediately if the breach cannot be cured. Vindica may terminate a free or complimentary account on 30 days’ notice, or sooner for abuse, illegality, or security risk. After termination, Customer’s right to use the Service ends. On request, Vindica will return or delete Customer Data under the DPA; provisions that by their nature should survive will survive.

14. Governing law and disputes

Delaware law governs these Terms without regard to conflict-of-laws rules. The state and federal courts located in Delaware have exclusive jurisdiction, and each party consents to venue there. Either party may seek urgent injunctive relief in any court with jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15. Changes and general terms

Vindica may update these Terms to reflect legal, security, or product changes. Material changes take effect 30 days after notice to account holders; other changes take effect when posted. Changes do not retroactively reduce rights during a prepaid term. Neither party may assign this agreement without consent, except in connection with a merger, reorganization, or sale of substantially all relevant assets. Neither party is the other’s agent or partner. If a provision is unenforceable, the rest remains effective. A waiver must be in writing. These Terms, the DPA, Privacy Policy, and any applicable order are the complete agreement about the Service.

16. Contact

Legal notices and questions may be sent to kevinchoi@vindicaseneca.com. Notices to Customer may be sent to the account email.