AIVO Terms of Service

These Terms of Service (the "Terms") are a binding agreement between you and Aivo AI Learning Technologies Inc., a Delaware corporation ("AIVO," "we," "us," or "our") governing your access to and use of the AIVO website at aivolearning.com, the learning application at app.aivolearning.com, our mobile and tablet applications, any AIVO hardware we make available, and the related features, content, and services we provide (collectively, the "Services").

1. Acceptance of These Terms

By creating an account, clicking "I agree," or accessing or using the Services, you agree to these Terms and to our Privacy Policy, Cookie Policy, COPPA Compliance Notice, FERPA Compliance Notice, and Accessibility Statement, each incorporated by reference. If you accept on behalf of an organization, you represent that you are authorized to bind it. If you do not agree, do not use the Services.

2. Definitions

3. Eligibility

The Services are intended for Parents, School Personnel, and — under supervision and with consent — Learners.

• Adults. To create/manage an Account you must be at least 18 (or the age of majority where you live) and able to form a binding contract.
• Children under 13. A child under 13 may not create an Account independently; a Parent must create it and provide verifiable parental consent, or a school must establish it under valid school authorization. See the COPPA Notice.
• Minors 13–17. May use the Services only under an Account established and supervised by a Parent or school.
• Geography. The Services are operated from the United States and intended for use where permitted by law; you are responsible for compliance with local laws.

4. Accounts, Roles, and Security

4.1 Roles and permissions

4.2 Account security

You are responsible for safeguarding credentials and for all activity under your Account. Keep information accurate and current; do not share passwords or allow unauthorized access. Notify [email protected] promptly of any unauthorized use or suspected breach. We are not liable for losses arising from your failure to safeguard credentials, except to the extent caused by our breach.

4.3 Supervisor responsibilities

If your Account includes a Learner, you are responsible for supervising use, configuring settings, managing collaborators, and ensuring you have authority to provide information you submit about the Learner.

5. School and District Use

When the Services are provided to Learners through a school/district:

• the school/district is the controller of student education records under FERPA, and AIVO acts as its service provider and "school official" under the school's direction (see the FERPA Notice);
• the applicable District Agreement/DPA governs the institution's use, data handling, security, support, fees, and term, and controls over these Terms for that institution and its students' data;
• the school/district is responsible for providing required parental notices and obtaining any consents required by law before enabling student use; and
• School Personnel must use the Services only for legitimate educational purposes and in accordance with institutional policy.

Individual Parents and Learners on a School Account remain subject to these Terms for their own conduct except where a District Agreement provides otherwise.

6. Subscriptions, Fees, and Billing

6.1 Plans and pricing

AIVO offers free and paid plans, which may include a limited free plan, family/consumer Subscriptions, and institutional plans under a District Agreement. Current features and prices are shown on our pricing page and at checkout. Plans, features, and prices may change; the price and features in effect at your purchase or renewal apply.

6.2 Billing cycle and authorization

Paid Subscriptions are billed in advance on a recurring basis (e.g., monthly) via our payment processor (currently Stripe). By starting a paid Subscription, you authorize AIVO and its processor to charge your payment method the then‑current fee plus taxes on each renewal until you cancel. You authorize us to store a tokenized payment method for recurring billing.

6.3 Taxes

Fees are exclusive of taxes. You are responsible for all applicable sales, use, VAT/GST, and similar taxes (excluding taxes on our net income). We may collect and remit taxes where required.

6.4 Payment failures and recovery

If a charge fails, we may retry the charge, send a notice, and suspend or downgrade access until payment succeeds. You remain responsible for amounts due. We may use a third party to update expired card information ("account updater" services) where available.

6.5 Chargebacks

If you initiate a chargeback or payment dispute, we may suspend the Account pending resolution. Please contact [email protected] to resolve billing issues before disputing a charge.

6.6 Cancellation

You may cancel any time through Account settings or by contacting us. Cancellation stops future renewals and takes effect at the end of the current billing period; you retain access until then.

6.7 Refunds

Except where required by law or expressly stated otherwise, fees are non‑refundable, and we do not provide refunds or credits for partial periods or unused features. This does not limit non‑waivable consumer rights you may have.

6.8 Price changes

We will give advance notice of a price increase applying to your next renewal; the change takes effect only after the notice period. If you do not agree, cancel before it takes effect.

6.9 Automatic‑renewal disclosures

Where required by California's Automatic Renewal Law or similar state laws, we provide the disclosures, affirmative‑consent acknowledgments, and online cancellation mechanism those laws require. You may cancel an automatically renewing Subscription as described in Section 6.6.

6.10 Promotions and referrals

Promotions, discounts, and referral credits are subject to additional posted terms and may be modified or withdrawn. They have no cash value unless required by law.

7. Free Trials

We may offer a free trial (for example, 14 days). Unless stated otherwise at sign‑up, a trial does not require a credit card. If you provide a payment method for a trial that converts to a paid Subscription, you authorize us to charge the applicable fee when the trial ends unless you cancel before then. We may limit eligibility for, modify, or withdraw trials at any time, and limit one trial per person or household.

8. Hardware (AIVO Pad and Devices)

If AIVO provides hardware (such as a learning tablet/"AIVO Pad") under a separate order form or District Agreement, that order governs pricing, warranty, shipping, returns, repair, replacement, and return‑on‑termination. Unless the order says otherwise: hardware is provided "as is" except for any limited manufacturer or AIVO warranty expressly stated; title and risk of loss pass as set out in the order; and you must not modify, jailbreak, resell, or repurpose AIVO‑managed devices except as permitted. AIVO‑managed devices may receive remote updates and configuration necessary to operate and secure them.

9. License to Use the Services

Subject to these Terms and payment of applicable fees, AIVO grants you a limited, non‑exclusive, non‑transferable, non‑sublicensable, revocable license to access and use the Services and Documentation for your own personal, family, or institutional educational use. This license is for use, not ownership, and is subject to the restrictions in Section 10. All rights not expressly granted are reserved.

10. Acceptable Use

You agree not to, and not to permit any Authorized User or other person to:

1. use the Services for any unlawful, harmful, fraudulent, infringing, or abusive purpose, or in violation of these Terms or Applicable Privacy Law;
2. circumvent age‑gating, parental controls, content filters, rate limits, or access restrictions;
3. access or use the Services on behalf of a child without the consent required by Section 3 and the COPPA Notice;
4. upload or transmit content that is unlawful, defamatory, harassing, hateful, obscene, sexually explicit, or harmful to minors, or that infringes or misappropriates the rights of others;
5. reverse‑engineer, decompile, disassemble, or attempt to derive source code, models, weights, architectures, or training data, except to the extent this restriction is prohibited by law;
6. use the Services to develop or train a competing product or model, or to benchmark for that purpose;
7. scrape, crawl, harvest, or systematically collect data from the Services, or use bots/automated means except as we expressly permit;
8. resell, sublicense, time‑share, or commercially exploit the Services except as authorized;
9. interfere with, disrupt, overload, or attempt to gain unauthorized access to the Services, accounts, systems, or networks, or introduce malware;
10. probe, scan, or test vulnerability except under our responsible‑disclosure process (see the Security page);
11. misuse AI‑Enabled Features, including attempting to elicit harmful or disallowed content, jailbreak or bypass safeguards, extract another user's data, or generate content that violates these Terms;
12. use outputs of AI‑Enabled Features in any way that is deceptive, that misrepresents AI‑generated content as human, or that is otherwise prohibited by law; or
13. remove, obscure, or alter proprietary notices, or misrepresent your affiliation with AIVO.

We may investigate suspected violations and, using reasonable judgment and (where appropriate and consistent with child‑safety obligations) with notice, may remove content or suspend or terminate access. We may report unlawful activity, including suspected child sexual abuse material, to authorities as required by law.

11. User Content and Learner Data

11.1 Ownership

As between you and AIVO, you (or your school) retain ownership of your User Content. AIVO does not claim ownership of questionnaire responses, messages, uploads, or learner inputs.

11.2 License to operate the Services

You grant AIVO a worldwide, non‑exclusive, royalty‑free, sublicensable‑only‑to‑our‑sub‑processors license to host, store, reproduce, process, adapt, and display User Content solely to provide, secure, maintain, and improve the Services for you — including to generate and update the relevant Learner's Virtual Brain and to deliver AI‑tutor responses. This license does not permit AIVO to sell User Content or to use personally identifiable learner data to train third‑party foundation models. Our processing of personal information is governed by the Privacy Policy, COPPA Notice, and FERPA Notice.

11.3 Your responsibilities and warranties

You represent that you have the rights necessary to submit your User Content and that it does not violate law or these Terms. Do not submit unnecessary sensitive personal information (for example, full medical records) into free‑text fields.

11.4 De‑identified and aggregated data

AIVO may create and use aggregated or de‑identified data (that does not reasonably identify an individual) to operate, secure, analyze, and improve the Services and for research, consistent with the Privacy Policy and applicable student‑privacy law. We do not attempt to re‑identify de‑identified data except to test our de‑identification.

11.5 Backups and retention

We are not a backup service. We handle retention and deletion as described in the Privacy Policy and, for institutions, the District Agreement.

12. AI‑Enabled Features; Educational and Non‑Clinical Disclaimer

You understand and agree that:

• AI outputs may be imperfect. AI tutors and the Virtual Brain generate responses and recommendations that may sometimes be inaccurate, incomplete, outdated, or unsuitable for a particular learner. Adult supervision and professional judgment remain essential.
• No guaranteed outcomes. We do not guarantee any particular educational result, score, skill gain, focus metric, or developmental outcome. Statistics, case studies, or testimonials describe past or representative experiences, not promised results.
• Not medical, clinical, diagnostic, or therapeutic services. AIVO is an educational tool, not a medical device, and does not provide medical, psychological, diagnostic, behavioral‑health, special‑education evaluation, or therapeutic services or advice. Features that support IEP goals or adapt to a learner's profile are aids for parents and educators, not a substitute for evaluation, diagnosis, or treatment by qualified professionals. Always consult appropriate professionals regarding a learner's health, development, or special‑education needs, and do not disregard professional advice because of the Services.
• Human oversight. AI‑Enabled Features support — they do not replace — the judgment of parents, teachers, and therapists, who retain control over a learner's program.

12.1 Beta Features

We may offer Beta Features "as is," without warranty, and may modify or discontinue them at any time. Beta Features may be subject to additional terms and may have additional limitations.

13. Intellectual Property

13.1 AIVO's rights

The Services and all AIVO Content — software, models, curricula, lessons, text, graphics, logos, designs, and the "AIVO," "Virtual Brain," and related marks — are owned by AIVO or its licensors and protected by intellectual‑property laws. Except for the limited license in Section 9, no rights are granted to you.

13.2 Feedback

If you send suggestions or feedback, you grant AIVO a perpetual, irrevocable, worldwide, royalty‑free license to use it without restriction or obligation to you.

13.3 Copyright complaints (DMCA)

If you believe content on the Services infringes your copyright, send a notice to our DMCA agent at [email protected] including: (a) your physical or electronic signature; (b) identification of the copyrighted work; (c) identification of the allegedly infringing material and its location; (d) your contact information; (e) a statement of good‑faith belief that the use is not authorized; and (f) a statement, under penalty of perjury, that the information is accurate and you are authorized to act. We respond to valid notices, may remove infringing material, and terminate repeat infringers. A counter‑notice process is available.

14. Third‑Party and Integrated Services

The Services may integrate with or link to third‑party services (e.g., Google, Clever, ClassLink, payment processors). Your use of those services is governed by their own terms and privacy policies; AIVO is not responsible for and does not endorse them. We may modify or discontinue integrations at any time.

15. Disclaimers of Warranties

EXCEPT AS EXPRESSLY STATED IN A SEPARATE SIGNED AGREEMENT, THE SERVICES AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, AIVO DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON‑INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. AIVO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR‑FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT AI OUTPUTS WILL BE ACCURATE OR SUITABLE FOR ANY PURPOSE.

Some jurisdictions do not allow certain warranty exclusions, so parts of the above may not apply to you, and you may have additional non‑waivable rights under local law.

16. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW:

• No indirect damages. AIVO AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR EDUCATIONAL OUTCOMES, ARISING OUT OF OR RELATING TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.
• Liability cap. AIVO'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID AIVO FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

These limitations apply regardless of the theory of liability and even if a remedy fails of its essential purpose. They do not limit liability that cannot be limited under applicable law (for example, certain non‑waivable consumer rights, or liability for gross negligence, fraud, or willful misconduct, where applicable). For institutional customers, the limitation and indemnity terms of the District Agreement control.

17. Indemnification

To the extent permitted by law, you will indemnify and hold harmless AIVO and its officers, directors, employees, and agents from third‑party claims, damages, liabilities, and reasonable expenses (including attorneys' fees) arising out of (a) your misuse of the Services, (b) your violation of these Terms or applicable law, or (c) User Content you submit in violation of these Terms or the rights of others. This Section does not apply to claims arising from AIVO's own breach, or to the extent prohibited by law (including limits on indemnification by public institutions, whose obligations are governed by the District Agreement).

18. Dispute Resolution; Arbitration; Class Waiver

PLEASE READ CAREFULLY — THIS AFFECTS YOUR LEGAL RIGHTS. (This Section applies to consumer/family use. For schools/districts, the dispute‑resolution terms of the District Agreement control.)

18.1 Informal resolution

Before filing a claim, contact [email protected] with a description of the dispute and your contact information, and give us 60 days to resolve it. This is a condition precedent to arbitration.

18.2 Agreement to arbitrate

If unresolved, you and AIVO agree that any dispute arising out of or relating to these Terms or the Services will be resolved by binding individual arbitration administered by a recognized arbitration provider (for example, the American Arbitration Association) under its consumer arbitration rules, rather than in court, except as provided below. The Federal Arbitration Act governs interpretation and enforcement of this Section. The arbitrator decides all issues except that a court decides the enforceability of the class‑action waiver in Section 18.4.

18.3 Arbitration procedure and fees

Arbitration will be conducted by a neutral arbitrator; the seat/location will be New Castle County, Delaware, or, at your election, your home county for in‑person hearings, or by video/telephone where the rules allow. AIVO will pay arbitration filing and arbitrator fees for claims under the threshold set by the provider's consumer rules, except where your claim is determined to be frivolous. Each party otherwise bears its own attorneys' fees unless a statute or the arbitrator provides otherwise.

18.4 Class‑action and jury‑trial waiver

To the extent permitted by law, disputes will be resolved only on an individual basis, and you and AIVO waive the right to a jury trial and to participate in any class, collective, consolidated, or representative action. The arbitrator may not consolidate claims or preside over a class proceeding.

18.5 Exceptions

Either party may (a) bring an individual claim in small‑claims court, and (b) seek injunctive or other equitable relief in court to address intellectual‑property misuse or unauthorized access. Nothing here waives a right that cannot be waived under applicable law.

18.6 30‑day opt‑out

You may opt out of this arbitration agreement within 30 days of first accepting these Terms by emailing [email protected] with your name, account email, and a statement that you opt out of arbitration. If you opt out, the governing‑law and venue provisions in Section 19 apply.

18.7 Severability and survival

If the class‑action waiver is unenforceable as to a particular claim, that claim proceeds in court; the rest of this Section survives. This Section survives termination of these Terms.

19. Governing Law and Venue

These Terms are governed by the laws of the State of Delaware, without regard to conflict‑of‑laws rules. Subject to Section 18, the state and federal courts in New Castle County, Delaware have exclusive jurisdiction, and you consent to personal jurisdiction there. Nothing in this Section deprives you of mandatory consumer‑protection rights of your place of residence.

20. Suspension and Termination

20.1 By you

You may stop using the Services and delete your Account at any time through Account settings or by contacting us, subject to our retention obligations in the Privacy Policy.

20.2 By AIVO

We may suspend or terminate access, with or without notice, if (a) you breach these Terms, (b) your use poses a risk to other users or to AIVO, (c) required by law or to address fraud/security, or (d) we discontinue the Services. Where feasible and consistent with child‑safety obligations, we will give notice and an opportunity to cure. For paid plans we terminate without cause, we will provide a pro‑rata refund of prepaid, unused fees.

20.3 Effect of termination

On termination, your license ends and you must stop using the Services. We handle your data after termination as described in the Privacy Policy and, for institutions, the District Agreement (including return/deletion of student data). Sections 11.4, 12, 13, 15, 16, 17, 18, 19, 21, and 23 survive.

21. Export Controls, Sanctions, and Anti‑Corruption

You represent that you are not located in, and will not use the Services in, a country or region subject to comprehensive U.S. sanctions, and that you are not on any U.S. government restricted‑party list. You agree to comply with applicable export‑control and sanctions laws and with applicable anti‑corruption laws, and not to use the Services for any prohibited end use.

22. Changes to These Terms

We may modify these Terms. For material changes, we will provide notice (e.g., by posting on the Services or emailing your Account address) before they take effect. Your continued use after the effective date constitutes acceptance; if you do not agree, stop using the Services. For changes affecting children's data, we follow the consent requirements in the COPPA Notice. We will keep prior versions available on request.

23. General

• Entire agreement. These Terms, the policies incorporated by reference, and any applicable order form/District Agreement are the entire agreement regarding the Services.
• Order of precedence. For institutional customers, the District Agreement/DPA controls over these Terms; otherwise a specific signed order controls over these Terms to the extent of conflict.
• Assignment. You may not assign these Terms without our consent; we may assign in connection with a merger, acquisition, or asset sale.
• No waiver. Failure to enforce a provision is not a waiver.
• Severability. If a provision is unenforceable, the rest remains in effect, and the unenforceable provision is modified to the minimum extent necessary.
• Force majeure. We are not liable for delays/failures caused by events beyond our reasonable control.
• Relationship. No agency, partnership, employment, or joint venture is created.
• Third‑party beneficiaries. There are none except as expressly stated.
• Notices. We may provide notices via the Services or your Account email. Send legal notices to [email protected] and Aivo AI Learning Technologies Inc., 1400 Van Buren Street NE, Suite 200, Minneapolis, MN 55413.
• Interpretation. "Including" means "including without limitation." Headings are for convenience only.
• Language. The English version controls if these Terms are translated.

24. Contact

Questions about these Terms? Contact [email protected] or write to:

Aivo AI Learning Technologies Inc. 1400 Van Buren Street NE, Suite 200 Minneapolis, MN 55413, USA

# Annexes (Detailed Schedules)

Annex A — Billing, Proration, and Refund Scenarios

Illustrative; the plan terms and any order form/District Agreement control. Bracketed values to confirm.

Annex B — Coordinated / Mass Arbitration Procedures

This Annex supplements Section 18 and applies if 25 or more demands for arbitration of a similar nature are filed by or with the assistance of the same or coordinated counsel.

1. Staging / bellwether. The demands will be administered in batches; a limited number of bellwether cases per batch are selected (each side selecting an equal number) and arbitrated first.
2. Tolling. Filing and limitations deadlines for the remaining cases are tolled while bellwether cases proceed.
3. Mediation after bellwethers. After the bellwether awards, the parties will engage in a single mediation to attempt global resolution of the remaining cases using the bellwether outcomes as a guide.
4. Fees in staged proceedings. Arbitration administrative and arbitrator fees for cases not yet selected are not assessed until those cases are actually commenced under the batching process.
5. Severability. If a court or arbitrator finds this Annex unenforceable, Section 18 still applies to each individual demand. This Annex is intended to make mass arbitration fair and efficient, not to deny any individual a remedy.

Annex C — Acceptable Use: Examples

Non‑exhaustive examples to illustrate Section 10.

Annex D — Notices and Service Levels

• How we give notice. Via in‑product messages, the email associated with your Account, or posting on the Services. You are responsible for keeping your contact information current.
• How you give legal notice. To [email protected] and to Aivo AI Learning Technologies Inc., 1400 Van Buren Street NE, Suite 200, Minneapolis, MN 55413, USA.
• Service availability. We aim for high availability but do not guarantee uninterrupted service under these consumer Terms. Any committed uptime/SLA for institutions is set out in the District Agreement.
• Maintenance. We may perform scheduled or emergency maintenance and will use reasonable efforts to minimize disruption.