Terms of Service

1. Agreement to terms

These Terms of Service (“Terms”) form a binding agreement between you and [Penciil, Inc.] (“Penciil”, “we”, “us”, or “our”) governing your access to and use of the Penciil websites, applications, and services (collectively, the “Service”). By accessing or using the Service, or by clicking to accept these Terms, you agree to be bound by them. If you do not agree, do not use the Service.

If you use the Service on behalf of an institution or organization, you represent that you are authorized to bind that entity to these Terms, and “you” refers to that entity.

2. Definitions

• “Account” means a registered profile used to access the Service.
• “Institution” means a university, school, department, or other organization that licenses the Service.
• “User Content” means any content submitted, uploaded, or created through the Service, including assessments, responses, grades, and comments.
• “Authorized User” means an instructor, coordinator, grader, student, or administrator permitted to use the Service under an Institution’s license.

3. Eligibility and accounts

You must be at least the age of majority in your jurisdiction, or have the consent of a parent, guardian, or institution, to use the Service. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your Account.

You agree to provide accurate information and to notify us promptly of any unauthorized use of your Account. We may suspend or terminate Accounts that violate these Terms.

4. Description of the Service

Penciil is an assessment and grading platform for educational institutions. Features and functionality may change over time. We may add, modify, or remove features at our discretion, and we do not guarantee that any particular feature will remain available.

5. Acceptable use

You agree to use the Service only for lawful purposes and in accordance with these Terms and our Acceptable Use Policy. You will not:

• Use the Service to violate any law, regulation, or third-party right;
• Upload malicious code or attempt to disrupt, damage, or gain unauthorized access to the Service or related systems;
• Reverse engineer, decompile, or attempt to extract source code except where permitted by law;
• Resell, sublicense, or provide the Service to third parties except as expressly permitted;
• Use the Service to infringe intellectual property or to engage in academic dishonesty in violation of an Institution’s policies.

6. User Content and submissions

You and your Institution retain all ownership rights in User Content. You grant us a limited, worldwide, non-exclusive license to host, store, process, transmit, and display User Content solely to provide and improve the Service and as otherwise permitted in our Privacy Policy.

You are responsible for User Content and for having the necessary rights and permissions to submit it. We may remove User Content that we reasonably believe violates these Terms or applicable law.

7. Intellectual property

The Service, including its software, design, text, graphics, and trademarks, is owned by [Penciil, Inc.] or its licensors and is protected by intellectual property laws. Except for the limited rights expressly granted to you, we reserve all rights in and to the Service. You may not use our name, logos, or trademarks without our prior written consent.

8. Third-party services and integrations

The Service may integrate with third-party products, such as learning management systems. Your use of third-party services is governed by their own terms and privacy policies. We are not responsible for third-party services and do not endorse or assume liability for them.

9. Fees and payment

Access to the Service may require a paid subscription or license as set out in an order form or agreement with your Institution. Unless otherwise stated, fees are non-refundable. You are responsible for any applicable taxes. We may change fees on renewal with reasonable notice.

10. Privacy

Our collection and use of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to our data practices as described there.

11. Disclaimer of warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DATA WILL BE ACCURATE OR PRESERVED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE OR OUR AFFILIATES, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNTS PAID BY YOU OR YOUR INSTITUTION TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

13. Indemnification

You agree to indemnify, defend, and hold harmless [Penciil, Inc.] and its affiliates from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to your User Content, your use of the Service, or your violation of these Terms or applicable law.

14. Term and termination

These Terms remain in effect while you use the Service. We may suspend or terminate your access at any time for any violation of these Terms or to protect the Service or other users. Upon termination, your right to use the Service ceases. Sections that by their nature should survive termination will survive.

15. Modifications

We may modify the Service or these Terms from time to time. If we make material changes, we will provide reasonable notice, such as by posting the updated Terms with a new effective date. Your continued use of the Service after changes take effect constitutes acceptance of the revised Terms.

16. Governing law and dispute resolution

These Terms are governed by the laws of [State/Country of governing law], without regard to its conflict-of-laws rules. You agree to the exclusive jurisdiction of the courts located in [State/Country of governing law] for any dispute arising out of or relating to these Terms or the Service, except where prohibited by applicable law.

17. Miscellaneous

These Terms constitute the entire agreement between you and us regarding the Service and supersede any prior agreements. If any provision is found unenforceable, the remaining provisions remain in effect. Our failure to enforce any right is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.

18. Contact

Questions about these Terms can be sent to support@penciil.com, or by mail to [Penciil, Inc.], [Company address].