---
title: "Master Service Agreement | Ilmiya"
description: "The commercial terms for organizations and independent educators that subscribe to Ilmiya."
url: "https://ilmiya.com/master-service-agreement/"
language: "en"
---
# Master Service Agreement
The commercial terms for organizations and independent educators that subscribe to Ilmiya.
This Master Service Agreement governs the provision and use of Ilmiya Services purchased under an Order. It establishes the rights and obligations of Ilmiya and the Customer.
“Ilmiya,” “we” and “us” mean Ilmiya, Inc., a company based in the United States. “Customer,” “you” and “your” mean the institution, organization or independent educator identified in the Order.
An “Order” is a signed order form or an online order that identifies the service, price, term and Customer, and expressly incorporates this agreement.
## 1\. Parties
### Formation and Authority
This agreement takes effect when Customer accepts an Order that incorporates it, or when both parties sign it. The individual accepting represents that they have reached the age of majority, have legal capacity to contract and are authorized to bind Customer. Student access does not constitute acceptance of a commercial contract on behalf of an institution.
### Online Acceptance and Electronic Signatures
An authorized representative may accept through an electronic agreement screen that identifies this agreement, a recognized electronic-signature service, or a signed written counterpart. An electronic signature has the effect permitted by applicable law. Counterparts together form one agreement. Each party should retain its accepted Order and the version of the incorporated terms; ordinary account access does not replace the required acceptance.
### Services and Orders
The service consists of the products and features identified in the Order, together with any professional services described in an agreed statement of work (the “Services”). A product page, roadmap or demonstration does not add a feature or commitment to an Order.
## 2\. Incorporated Policies and Governing Terms
### Incorporated Documents
The [Data Protection Addendum](https://ilmiya.com/data-protection-addendum/) (“DPA”) applies to personal data we process for you. The version of the [Acceptable Use Policy](https://ilmiya.com/acceptable-usage-policy/), [Support Policy](https://ilmiya.com/support-policy/) and [Third-Party and Integrations Policy](https://ilmiya.com/third-party-integrations-policy/) identified or linked when the Order is accepted forms part of this agreement, to the extent relevant to the Services.
### Order of Precedence
If documents conflict, the following rules apply:
- Mandatory law and any binding data-transfer clauses separately executed by the parties take precedence to the extent they require it.
- The DPA controls the processing and protection of personal data. A commercial term does not reduce those protections unless the DPA expressly permits the change.
- A signed amendment or Order controls an identified provision of this agreement only when it expressly states that it overrides that provision. The Order otherwise supplies the service, price, dates and other transaction details.
- This agreement controls the accepted service policies and the [Terms of Service](https://ilmiya.com/terms-of-service/).
### Informational Statements
The [Global Privacy Policy](https://ilmiya.com/privacy-policy/) explains how we use data. The [Responsible AI Statement](https://ilmiya.com/responsible-ai-statement/) and [Accessibility Statement](https://ilmiya.com/accessibility-statement/) explain our approach. Their publication does not add an unpurchased feature, certification or service level, or give either party a right to change a signed agreement.
### End-User Acceptance and Procurement Terms
Acceptance of an end-user screen by an employee, learner or administrator does not amend this agreement. A purchase order or procurement portal term has no effect on the agreement unless both parties expressly accept that term in writing.
### Separate Reseller Appointment
Resale rights and partner compensation are governed by the separately accepted [Reseller Agreement](https://ilmiya.com/partner-program-agreement/) and its signed Reseller Schedule. This agreement grants no right to act as an Ilmiya reseller.
## 3\. Services and Support
### Access to Ordered Services
We will provide the ordered Services with commercially reasonable care and in material accordance with the applicable documentation. You may let your authorized users access them for your educational and internal operations during the subscription term, within the limits in the Order.
### White-Label Educational Offerings
Customer may deliver its educational offering under its own name and branding, using the branding and domain configurations included in the ordered Services. Ilmiya supplies the platform and infrastructure, together with the curriculum and other learning materials included in the ordered Services. Customer delivers its educational offering to learners and remains responsible for that relationship. Customer may charge for that offering and provide access to enrolled learners within the purchased scope without a separate reseller appointment. Ilmiya retains its obligations for the Services and materials it supplies under the applicable agreement and content licenses. White-label presentation does not transfer ownership of the underlying platform or remove a notice, disclosure or proprietary notice required by law or the governing agreement.
### Provisioning
Provisioning dates and implementation milestones are binding only when expressly stated in the Order. Estimates depend on timely payment, the required customer information and reasonable cooperation. You will appoint an administrator to manage configuration, permissions and users.
### Professional and Implementation Services
Professional services are limited to the agreed scope. Delivered professional services are non-refundable, subject to the remedies in this agreement. Custom development requires a separate statement of work.
### Third-Party Integrations
Customer-selected third-party services follow the Third-Party and Integrations Policy and any applicable provider terms. An independent provider remains responsible for its own service. Ilmiya remains responsible for the commitments it makes for its components and appointed subprocessors; their involvement does not remove the DPA or Ilmiya’s own duties.
### Support and Separately Agreed Service Levels
Support is provided under the [Support Policy](https://ilmiya.com/support-policy/). This agreement includes no fixed availability percentage, recovery objective or service-credit entitlement. Any such platform commitment requires a separate commercial or enterprise agreement or service-level schedule signed by both parties, identifying the covered Services and the agreed measurement and remedy. A service level or other promise Customer makes to a learner or another person does not bind Ilmiya or amend an Ilmiya platform commitment. Preview or experimental features must be identified before use; the DPA and applicable security duties continue to apply to their processing of personal data.
### Service Changes
We may update the technology and presentation of the Services, replace underlying providers subject to the DPA, and offer new features at separate prices. We will not materially reduce the core functionality of the paid Services during the agreed term, except where necessary to address law, security or a third-party restriction beyond our reasonable control. If such a required change removes material contracted functionality and we cannot provide a reasonable substitute, either party may end the affected portion with a refund of its unused prepaid fees. You purchase the currently ordered Services, without relying on future features or a roadmap.
## 4\. Restrictions and Customer Responsibilities
### Account and Infrastructure Responsibilities
You will maintain suitable devices and connectivity, give users appropriate permissions, protect credentials and promptly report suspected unauthorized access. You are responsible for your instructions, configurations and authorized users’ compliance with this agreement, and for unauthorized activity caused by your failure to protect credentials or access. You must assess whether the ordered Services meet your needs and maintain appropriate copies of records you are legally required to preserve. These duties do not transfer responsibility for our own security failures to you.
### Educational Delivery
Customer is responsible for selecting and delivering its curriculum and learning content, any adaptations it makes under the applicable license, and its instruction and supervision. These responsibilities apply whether materials are supplied by Ilmiya, Customer or another source. Customer also controls assessment and grading, admissions decisions, and any qualifications or credentials it awards. Customer must hold any authorization or accreditation its offering requires and accurately describe its status. A certificate or record produced through the platform does not itself confer accreditation, official recognition or authority to award a qualification.
Customer sets and fulfills its agreements with learners and families, including fees, refunds, course delivery, support and any learner-facing service levels or promised outcomes. It is responsible for its advertising and other representations about that offering. Ilmiya does not adopt those promises by hosting the offering, supplying tools or curriculum, or accepting an Order. Customer must not represent that Ilmiya guarantees its educational delivery or results. This allocation preserves Ilmiya’s express commitments for the platform and supplied materials, applicable content licenses, statutory duties and responsibility for its own conduct.
### Student Notices and Authorization
Customer must hold the rights and lawful authority required to provide Customer Data and authorize the intended educational use. Ilmiya supplies direct notice of its relevant data practices. Before enabling student access, Customer must distribute that notice as required and establish the authorization or consent required for the learner, jurisdiction and enabled features. Customer is responsible for collecting and recording the necessary authorization or consent through a legally sufficient process, honoring withdrawal where applicable, and obtaining a new authorization or consent when a material change requires it. The rights of adults and learners entitled by law to act independently remain unaffected.
An authorized school representative may provide school authorization where applicable law permits it and after receiving Ilmiya’s direct notice. Such authorization is limited to the educational use and benefit of the school, without an unrelated commercial purpose. An independent educator, tutoring center or other private organization must establish its own lawful authority; providing educational services does not by itself confer a school’s authority to act for parents. Where parental consent is required, it must be obtained before the relevant collection or use, through a legally sufficient process, including verifiable parental consent under COPPA where applicable.
Customer must confirm that the authorization covers the intended features, including communications, AI assistance or recordings where enabled. Separate consent is required where the law requires a distinct choice. Ilmiya may request proportionate evidence of Customer’s authority and completed process. These contractual responsibilities do not transfer Ilmiya’s duties as an operator under COPPA or its other legal obligations to Customer. The [Children’s and Students’ Privacy Notice](https://ilmiya.com/privacy-disclosure/) and [School and Institution Consent](https://ilmiya.com/parental-consent/) describe the applicable notice and authorization process.
### Use Restrictions
You must comply with the Acceptable Use Policy. You must not resell access without written authorization, remove ownership notices, bypass access controls, introduce malicious code, or reverse engineer the Services except where applicable law permits that activity despite this restriction. You must not use non-public access to copy the Services or misuse Ilmiya’s confidential information to build a competing product. These restrictions do not prohibit lawful interoperability, independent development or good-faith reporting that cannot lawfully be restricted.
The restriction on resale does not prohibit Customer from charging for its own educational offering under section 3 or sharing included curriculum with authorized users under section 8. It prohibits an unauthorized resale of the underlying platform or a standalone content library. Customer must not use the Services to distribute infringing content, violate privacy or publicity rights, conduct fraud, or assist another person in prohibited access.
### Worldwide Use and Mandatory Law
These terms apply to the Services worldwide. Each party must meet the laws applicable to its activities. The Order defines the purchased Services and any expressly agreed data-hosting or access requirements. Use within that scope requires no separate product-by-product or country-by-country approval from Ilmiya, subject to mandatory law.
International transfers and the safeguards applicable to them follow the DPA. Required safeguards must be in place for the affected processing, and each party must perform its obligations under that document.
Each party must comply with export controls and sanctions that apply to its activities.
## 5\. AI Features and Communications
### Optional Features
Voice and AI features are optional. Customer must provide any required separate choice before enabling them, and declining those features must preserve access to the core learning service. A general subscription or institutional approval does not supply a separate consent that the law requires.
### Human Review
AI features may generate inaccurate, incomplete or unsuitable content. You must set appropriate educational rules and arrange human review before relying on output for grades, admissions, discipline, safeguarding or other consequential decisions. We do not promise a particular educational outcome or that an output is unique or free of third-party rights.
### Communications and Recordings
You must inform users about the enabled features and their intended recipients. A message, chat thread, uploaded file, voice recording or transcript can contain personal data even when the feature is optional. You must not secretly record someone or use another person’s voice or likeness without the required authority. Device permission alone does not establish that every participant agreed to a recording.
### Training Restrictions
Access to content, use of AI providers, training restrictions and deletion follow the DPA and the applicable feature documentation. We do not currently use Customer Data to train models and do not permit our third-party providers to train on that data. A future customer-specific adaptation, including fine-tuning or LoRA, requires separate written terms, an authorized opt-in and any legally required notices or permissions before it starts. This agreement does not authorize that processing in advance or permit training a general-purpose or shared model on Customer Data. Messages and AI tools are not emergency response services.
## 6\. Fees, Payment, and Taxes
### Fees and Payment Terms
You will pay the fees in the Order in U.S. dollars unless the Order specifies another currency. Invoices are due within 30 days. Fees for the agreed subscription term are non-cancellable and non-refundable except as this agreement, the Order or mandatory law provides. Delivered services and accrued fees remain payable when an agreement ends.
A billing interval does not shorten the committed term or make committed fees depend on actual usage. Customer must provide accurate billing details and have authority to use its payment method. These payment obligations remain subject to the express cancellation, refund and mandatory-law exceptions in this agreement.
### Late Payment
We may charge interest on overdue undisputed amounts at the lower of 1.5% per month or the legal maximum and recover reasonable collection costs where lawful. If an undisputed amount is more than 15 days overdue, we may suspend the affected service after giving five days’ written notice. We will restore access within a reasonable time after payment and resolution of the reason for suspension. Fees continue during a suspension caused by your breach. You may not offset unrelated claims against fees or withhold undisputed amounts, except where mandatory law requires otherwise.
### Billing Disputes
You must report a good-faith billing dispute in writing within 60 days of an invoice, with enough detail to investigate it. An invoice is otherwise accepted for contractual billing purposes, except for a concealed error, fraud or a right the law does not allow you to waive. The parties will work reasonably to resolve a timely dispute, while undisputed amounts remain due.
The parties will seek to resolve a timely billing dispute in good faith within 30 days after receiving the dispute notice. A dispute over one item does not delay payment of other undisputed items.
### Taxes
You pay applicable sales, use, value-added and similar transaction taxes, excluding taxes on Ilmiya’s net income. If the law requires you to withhold tax from a payment, you must remit it to the proper authority, provide the supporting receipt and, where lawful, increase the payment so Ilmiya receives the agreed net fee. We will reasonably cooperate with available treaty relief or an exemption. No increase is due to the extent the withholding results from Ilmiya’s failure to provide a reasonably requested tax form it can lawfully supply.
Where Ilmiya is legally required to collect or remit a transaction tax, it may add that tax to the invoice. Customer must provide a valid exemption certificate where it claims an available exemption.
### Renewal and Fee Changes
The initial term is stated in the Order. The subscription renews for an equal term only if the Order expressly provides for automatic renewal and states the cancellation method. Either party may give notice of non-renewal at least 30 days before that renewal date, subject to any longer notice or easier cancellation required by law. We must give at least 60 days’ notice of a price increase for the next term. Prices do not change during the current term unless both parties agree.
## 7\. Term and Termination
### Suspension
We may restrict affected access when we reasonably believe this is necessary to address a material security risk, unlawful use, a material breach of the Acceptable Use Policy, or activity that threatens other customers or the Services. We will give notice and a reasonable chance to correct the problem where safe and lawful, limit the restriction to what is necessary, and restore access when the reason is resolved. We may act immediately if delay would increase the risk. Payment suspensions follow section 6. A suspension permitted by this section does not constitute a breach by Ilmiya.
### Termination for Cause
Either party may end this agreement or an affected Order for a material breach that remains uncured 30 days after written notice describing it. A payment breach has a five-day cure period. We may terminate affected access immediately for a material breach that cannot reasonably be cured, repeated material violations after notice, or a use that we cannot lawfully continue. Either party may also terminate when the other ceases business or enters insolvency proceedings, to the extent the law permits termination for that reason.
### Convenience Termination and Refunds
We may end an Order for convenience with 90 days’ written notice and a proportionate refund of prepaid fees for the unused remainder. You will not owe fees for the terminated portion after the effective termination date. If you terminate for our uncured material breach, we will refund those unused prepaid fees and you will not owe future fees for the terminated portion. If we terminate for your uncured material breach, committed unpaid fees for that term remain due, subject to mandatory law.
### Effect of Termination and Export
At the end of service, normal access rights end. We will give your authorized contact a 30-day period to export Customer Data using the available export process. Custom conversion or migration assistance is separately chargeable if agreed in advance. A legal preservation duty may delay deletion but does not prevent export unless disclosure is legally prohibited. If ordinary account access poses a specific security risk, we will arrange a reasonably secure alternative for authorized delivery. Personal data is not withheld solely to collect a disputed fee.
### Return, Deletion and Limited Retention
Export, return and deletion follow the DPA, including its deadline for an authorized organization deletion request and any limited, lawful retention after expiry or termination. Termination for a contract breach follows that same process; a security incident alone is not an instruction to delete evidence. Retained data does not carry a promise of continued production access, recoverability or a free restoration service. We may agree on restoration charges in advance where lawful. Retention in backups or to meet a legal duty does not permit further ordinary use. Ending a subscription does not require a child to accept a new contract to recover school records.
## 8\. Confidentiality and Data
### Mutual Confidentiality
Each party will protect information the other marks confidential or that a reasonable recipient would understand to be confidential. It will use the information only to perform this agreement or exercise rights under it, apply at least reasonable care, and share it only with people who need it and owe suitable confidentiality duties.
### Exceptions and Duration
These duties do not cover information the recipient can show was already lawfully known, independently developed, lawfully received without restriction, or made public without a breach. A required disclosure is permitted, but the recipient must give advance notice where lawful and disclose only what is required. The duties continue for five years after the agreement ends. Trade secrets remain protected while they qualify as trade secrets; personal data remains protected for as long as the party holds it.
### Customer Data Ownership
You and your licensors retain your respective rights in Customer Data, including submitted content, messages, recordings and other information. You grant us only the rights needed to deliver, secure and support the ordered Services and follow your documented instructions. Processing personal data remains subject to the DPA. Any use of de-identified information must meet the DPA’s requirements; a label such as “anonymous” does not remove those requirements.
“Customer Data” means data and content submitted to or generated through the Services by or on behalf of Customer, including information relating to students, staff and other authorized users, within the scope defined in the DPA. Rights in that information remain subject to the rights of the individuals and other rights holders concerned. This definition does not transfer ownership of Ilmiya’s underlying software or supplied curriculum.
### Ilmiya Intellectual Property
We and our licensors retain our respective rights in the Services and the curriculum and learning materials we supply, together with the underlying technology, templates, general methods and improvements, including reusable tools developed while providing professional services. Customer and its licensors retain their rights in Customer’s own content and original contributions to an adaptation. Rights in an adaptation do not transfer ownership of the underlying supplied material. A transfer of rights in a custom deliverable requires an express statement in the applicable statement of work.
### Included Curriculum License
For curriculum and learning materials included in the purchased Services that Ilmiya owns or is authorized to license on these terms, Ilmiya grants Customer a non-exclusive, worldwide license during the applicable subscription or license term to use, reproduce, display, adapt and translate those materials, combine them with Customer content, and share them with authorized staff and enrolled learners as part of Customer’s educational offering. This includes an offering under Customer’s own name and branding. The license remains within the purchased user, usage and service scope and requires no separate course-by-course permission. Customer remains responsible for its adaptations and educational delivery.
This license does not authorize selling or sublicensing supplied curriculum as a standalone content library or source collection, distributing it outside the licensed educational offering, or reselling the underlying platform, except under a separate written agreement. Required proprietary notices must be retained. Separately identified third-party materials remain subject to the license terms Ilmiya supplies with them; this agreement does not expand those third-party rights or restrict broader permissions the rights holder grants. Nothing in this section gives Ilmiya ownership of Customer content or expands permitted processing of personal data.
### AI Output
To the extent we have transferable rights in AI output generated specifically for you, we assign those rights to you after payment of the applicable fees, subject to third-party rights and the rights in pre-existing materials described in this section. This does not transfer an underlying model, software or other pre-existing material. It does not guarantee copyright protection, exclusive rights or freedom from infringement. You are responsible for reviewing output and obtaining rights needed for your chosen use.
### Feedback
You can choose to send us suggestions. You grant us a perpetual, worldwide, irrevocable, royalty-free permission to use, modify and incorporate those suggestions into our business and products, with the right to sublicense them. This permission does not extend to Customer Data, personal data or confidential content included in a support request.
## 9\. Warranties and Disclaimer
### Data Protection and Security
Each party must meet the legal duties that apply to its role. The DPA governs personal-data processing, security, incident notice, subcontractors and assistance with individual rights.
Customer Data is currently hosted, stored and processed in the United States, including through enabled AI and voice features. Ilmiya does not currently offer local-country data residency. The DPA governs required safeguards for transfers to the United States and notice of any additional processing country. No separate country approval or processing-country schedule is required for this standard arrangement; mandatory law and any expressly agreed requirement continue to apply.
### Party Warranties
Ilmiya warrants that it has authority to enter this agreement and that the paid production Services, when used as authorized in a supported environment, will perform materially in accordance with the applicable documentation. Customer warrants that it has authority to enter this agreement and to provide Customer Data for the agreed purposes. Customer does not warrant that Ilmiya’s independent processing is lawful merely by signing an Order.
### Performance-Warranty Remedy
Customer must report a material performance failure during the subscription term and promptly after discovering it, with information reasonably needed to reproduce it. Ilmiya will use commercially reasonable efforts to correct it or provide a reasonable workaround. If it cannot do so within the applicable cure period after receiving written notice, Customer may terminate the materially affected Services under section 7 and receive the corresponding refund. These are Customer’s exclusive contractual remedies for breach of the performance warranty, without limiting a distinct duty under the DPA, an express remedy under a separately signed commercial agreement, the indemnity in section 10 or a non-waivable right. There is no performance warranty for a preview or free feature, Customer’s misuse or modifications, or an independent third-party service.
### Disclaimer
Except for express commitments in the agreement and rights that cannot lawfully be excluded, the Services are provided as available. Ilmiya disclaims other implied warranties, including merchantability, fitness for a particular purpose and non-infringement. It does not guarantee uninterrupted or error-free operation, the accuracy or suitability of AI output, or any particular learning result, examination result, admission, credential recognition, accreditation, employment or business outcome. Advice, a demonstration or a marketing statement does not create an additional warranty unless expressly incorporated into the Order. These exclusions do not cancel the DPA, an agreed service level, or Ilmiya’s express security obligations, and do not excuse fraud.
## 10\. Indemnification
### By Ilmiya
Ilmiya will defend Customer against a third-party claim alleging that Customer’s authorized use of the paid, generally available Services as supplied by Ilmiya infringes a U.S. patent, copyright or trademark, or misappropriates a trade secret under U.S. law. Subject to section 11, Ilmiya will pay damages and reasonable court costs finally awarded against Customer and settlement amounts it approves in writing.
The duty does not cover a claim to the extent it results from Customer Data, Customer’s instructions or specifications, modifications not made or authorized by Ilmiya, a combination with items Ilmiya did not supply where the claim would not otherwise arise, or continued affected use after Ilmiya provides a reasonable non-infringing alternative or requires it to stop. It does not cover AI-generated output, a preview or free feature, or third-party items supplied under a separate agreement with Customer.
If infringement occurs or Ilmiya reasonably believes it is likely, Ilmiya may obtain the right to continued use, modify or replace the affected Services, or terminate the affected Services and refund their unused prepaid fees. Customer must reasonably cooperate with that mitigation. This section states Ilmiya’s entire contractual responsibility, and Customer’s exclusive contractual remedy, for a covered intellectual-property infringement claim, subject to rights that cannot lawfully be excluded.
### By Customer
Customer will defend Ilmiya and its officers, directors, employees and agents against a third-party claim arising from Customer Data, Customer’s unlawful or unauthorized use, its instructions or configurations, its violation of the use restrictions, or its failure to give a required notice or obtain a required authorization for data, recordings or communications. Customer will pay damages and reasonable costs finally awarded and settlements it approves. This duty applies only to the extent the claim is caused by those matters and does not shift liability for Ilmiya’s own breach or misconduct.
### Procedure
The protected party must give prompt notice, reasonable cooperation at the defending party’s expense, and control of the covered defense. Late notice reduces the duty only to the extent it causes material prejudice. A settlement that admits fault by, imposes a non-monetary obligation on, or leaves liability for the protected party requires its written consent. It may use separate counsel at its own expense. A public institution’s duty to indemnify applies only to the extent it has lawful authority to undertake that duty.
## 11\. Limitation of Liability
To the extent the law permits, neither party is liable for indirect, incidental, special, exemplary, punitive or consequential damages, or for lost profits, revenue, anticipated savings, goodwill or business opportunity, even if advised that such loss was possible. The lost-profit, revenue, savings, goodwill and opportunity exclusions apply whether the claimed loss is direct or indirect. Direct, reasonable costs of restoring Customer Data damaged by Ilmiya’s breach are subject to the cap below; the agreement does not promise compensation for the economic value of lost data.
Ilmiya’s total aggregate liability arising from this agreement, all Orders, the DPA and incorporated policies is limited to the fees paid or payable to Ilmiya for the affected Services during the 12 months before the first event giving rise to the claim. For a free or preview Service, Ilmiya’s aggregate liability is limited to US$100. These are aggregate limits, not separate limits for each incident, claim, policy, affiliate or legal theory. Related events are treated as one event. If separate events produce different limits, the highest applicable limit is the single aggregate limit; the limits are not added together. Defense costs, settlements and awards under Ilmiya’s indemnity count toward the applicable limit. The cap also applies to contractual confidentiality, security and personal-data claims unless mandatory law prohibits it.
Customer’s total aggregate liability is subject to the same fee-based limit, except that the cap and loss exclusions do not limit Customer’s payment obligations, its defense and indemnity duties, infringement or misappropriation of Ilmiya’s intellectual property, or breach of the use restrictions in section 4. Damages and settlement amounts payable to a third party under a covered indemnity are not excluded merely because that third party’s damages would be indirect loss to a party here; Ilmiya’s indemnity remains capped.
Neither the cap nor the exclusions limit either party’s fraud, willful misconduct, death or personal injury caused by negligence, or liability that the law or binding transfer clauses prohibit the parties from limiting. They do not prevent an injunction where legally available, cancel an express refund or remove a duty to return or delete data. Amounts recovered for the same loss, including a refund or remedy under a separately signed commercial agreement, must be taken into account to prevent double recovery. A separate signed agreement may set different limits expressly. These contractual limits do not bind a regulator or restrict an individual’s non-waivable rights or remedies under data-protection law, including a statutory right to compensation. Processing someone’s information under this agreement does not by itself make that person bound by these financial limits.
## 12\. Dispute Resolution and Governing Law
### Governing Law and Informal Resolution
Delaware law governs, excluding its choice-of-law rules, subject to mandatory rights and restrictions that apply to a party. The parties will first try to resolve a dispute through representatives authorized to settle it within 30 days after written notice. This process does not prevent urgent relief or require a party to miss a legal filing deadline.
Each party will designate a representative with authority to resolve the dispute. Those representatives will seek to meet within 14 days after the notice, while preserving the 30-day informal resolution period and the exceptions for urgent relief and filing deadlines.
### Binding Arbitration
If unresolved, a dispute between parties legally able to agree to arbitration will be decided by one JAMS arbitrator under its [Comprehensive Arbitration Rules](https://www.jamsadr.com/rules-comprehensive-arbitration/), seated in Wilmington, Delaware, in English. A court with jurisdiction may enforce the award. Either party may seek urgent court relief to protect intellectual property or confidential information, or bring an eligible individual claim in small claims court.
### Class Proceedings and Mandatory Rights
Where enforceable, each party agrees to bring claims individually and waives class arbitration and participation as a class representative. This does not waive a non-waivable right, regulatory complaint or remedy the law requires to remain available. If a public institution lacks authority to accept the governing law, arbitration, waiver or indemnity, the parties must record lawful replacement terms in the Order before service starts. This agreement does not override that institution’s statutory limits or sovereign immunity. Nothing in this section restricts an individual’s non-waivable right to complain to a regulator, obtain lawful representation or bring a claim in a court permitted by data-protection law.
## 13\. Amendments and Notices
### Accepted Versions and Amendments
The accepted version governs an existing Order. An amendment to fees, liability, dispute resolution, data-use rights or a material service commitment requires both parties’ express agreement, except a renewal change made with the required notice and acceptance. Posting a revised web page does not amend the existing Order.
### Operational Policy Changes
We may update operational policies to address law or security, or make changes that do not materially reduce your protections or ordered Services. We will give at least 30 days’ notice of a material operational change where practicable. A legally required urgent change may take effect sooner with notice as soon as practicable. If a required change materially reduces the contracted service or protection and the parties cannot agree on a solution, you may terminate the affected portion and receive a proportionate refund of unused prepaid fees. The DPA’s own rules govern changes to data-processing terms and subprocessors.
### Notices
For legal questions and privacy requests, use the [legal inquiry form](https://ilmiya.com/legal-inquiry/). Send formal contractual notices to the addresses in the Order, which take precedence over our general contact details. Unless the Order requires another method, our email contact for formal notices is [legal@ilmiya.com](mailto:legal@ilmiya.com). A formal notice takes effect when received; the sender should retain evidence of delivery. A bounced email is not delivered. Service of court proceedings follows applicable law.
## 14\. General Provisions
### Entire Agreement and Relationship
This agreement, the Order and incorporated documents are the entire agreement for the ordered Services. The parties are independent contractors. Neither party can bind the other as an agent.
### Assignment
You may assign the agreement with our written consent, which will not be unreasonably withheld. We may assign it in a merger, reorganization or sale of the relevant business if the successor assumes our obligations. An assignment does not reduce data protections or permit a new use of Customer Data.
### Force Majeure
A party is excused from delay caused by events beyond its reasonable control if it promptly gives notice and takes reasonable steps to reduce the impact. This does not excuse accrued payment obligations or duties that the law does not permit it to suspend. If the event continues for more than 60 days, either party may end the affected Services and we will refund unused prepaid fees.
### Severability, Waiver and Enforcement Costs
If a term is unenforceable, the remaining terms continue to apply to the extent legally possible. A waiver must be in writing and applies only to the stated instance. A prevailing party may recover reasonable enforcement costs and lawyers’ fees only where the law and an applicable arbitration rule permit it.
### Publicity
Neither party may announce the relationship publicly without the other’s written consent. We may identify you by name and logo in our customer list unless the Order restricts that use, you withdraw permission, or applicable law requires further permission. This permission never includes a student’s identity, image or work.
### Survival
Rights and duties that need to continue after termination survive, including payment already due, data return and deletion, confidentiality, ownership, dispute resolution and liability limits.
[All legal documents](https://ilmiya.com/legal/)[Contact legal](https://ilmiya.com/legal-inquiry/)
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