Writeroom School Services Agreement

Version 1.3. Template: it takes effect on the date the Order Form is signed.

This School Services Agreement (the "SSA") is between [Owner's full legal name], carrying on business as Writeroom, an individual whose notice address is the [Writeroom notice address] stated in the Order Form ("Writeroom", "we", "us"), and the school, school board, district or institution named on an Order Form that refers to this SSA (the "School"). Writeroom and the School are each a "Party" and together the "Parties".

This SSA, each Order Form and the Student Data Protection Addendum together form the Agreement. The Agreement takes effect on the Effective Date stated in the first Order Form.

1. Definitions and interpretation

1.1 Defined terms. In the Agreement:

• "Acceptable Use Policy" or "AUP" means Writeroom's Acceptable Use Policy at [writeroom.org/legal/acceptable-use], as updated under clause 2.6.
• "Agreement" means this SSA, every Order Form, and the DPA, together with the documents those expressly incorporate.
• "Authorized User" means an administrator, teacher or student whom the School allows to use the Service under the Agreement.
• "Confidential Information" has the meaning in clause 12.1.
• "Customer Data" means all data submitted to the Service by, or recorded by the Service about, the School and its Authorized Users. Customer Data includes Student Data.
• "Data Protection Claims" has the meaning in clause 16.3.
• "Documentation" means the written descriptions of the Service that Writeroom publishes or makes available to the School, including the help articles, the Security Overview, the Subprocessors list, the Student Privacy Notice and "How to read Writeroom's signals", each as updated from time to time.
• "DPA" means the Student Data Protection Addendum between the Parties.
• "Effective Date" means the date stated as such in the first Order Form, or, if none is stated, the date the first Order Form is signed by both Parties.
• "End of the Agreement" means the date on which the last Order Form in force expires or is terminated.
• "Export Window" has the meaning in clause 10.2.
• "Fees" means the amounts payable by the School under an Order Form.
• "Integrity Signals" means flags, scores, AI-detector results, writing-path summaries and similar indicators that the Service produces about a document or an Authorized User.
• "Order Form" means an ordering document signed by both Parties that refers to this SSA and sets out the School's legal name, the Term, the seats, the Fees and any special terms.
• "Personal Information" has the meaning given in the DPA.
• "Pilot" means use of the Service under an Order Form marked as a pilot (clause 2.5).
• "Privacy Policy" means Writeroom's Privacy Policy at [writeroom.org/privacy].
• "Professional Services Rate" means the hourly rate stated in the Order Form for work beyond what the Agreement includes at no charge, or, if the Order Form states none, [CAD 150] per hour.
• "Public Sector School" means a School that is a school board, district school board, school authority, conseil scolaire or other public body subject to public-sector access-to-information or procurement legislation.
• "Seat" means the right for one Authorized User of a given role (teacher or student) to be an active member of the School in the Service at one time.
• "Security Incident" has the meaning given in the DPA.
• "Service" means the Writeroom application at app.writeroom.org, the Writeroom website, the Writeroom Chrome extension, and the support Writeroom provides, including any updates Writeroom makes generally available.
• "Student Data" means the subset of Customer Data that relates to students, including students' writing and the records of how that writing was produced.
• "Subprocessor" means a third party that Writeroom engages to process Customer Data on Writeroom's behalf, as listed in the Subprocessors list referred to in the DPA.
• "Term" has the meaning in clause 8.1.
• "Terms of Use" means Writeroom's Terms of Use at [writeroom.org/terms] that each Authorized User accepts at first sign-in.

1.2 Interpretation. Headings are for convenience only. "Including" means "including without limitation". References to a clause are to a clause of this SSA unless stated otherwise. Words in the singular include the plural and the reverse. No rule of construction applies against the Party that drafted a provision.

1.3 Order of precedence. If documents conflict, the following order applies, highest first: (a) the Order Form, but only where it expressly names the clause of this SSA or the DPA that it varies; (b) the DPA, for any matter concerning Personal Information; (c) this SSA; (d) the Terms of Use; (e) the Privacy Policy. The Privacy Policy, the Student Privacy Notice and the other Documentation describe the Service to individuals and do not create obligations to the School beyond those in this SSA and the DPA.

2. The Service

2.1 Provision. During the Term, Writeroom will make the Service available to the School and its Authorized Users in accordance with the Agreement and the Documentation, and will provide the support described in clause 6. Writeroom will give the School's administrators at least 48 hours' notice of planned maintenance that is expected to interrupt the Service, and will schedule it outside Ontario school hours where practicable.

2.2 Where Student Data is stored. Writeroom stores Customer Data, including students' writing, writing-process records, files, the database and its backups, in data centres located in Canada (currently Toronto, Ontario). Some processing takes place outside Canada as described in the DPA and the Subprocessors list (for example sign-in authentication and its account emails, and AI features once the School turns them on). Writeroom will not move the storage location of Customer Data outside Canada without the School's prior written consent.

2.3 Changes to the Service. Writeroom may improve or change the Service, provided the change does not materially reduce the core functionality described in the Documentation during the then-current Term. Writeroom will give the School at least 30 days' notice of any change that materially reduces functionality, removes a feature the School relies on, or changes what Customer Data is collected or who receives it. If such a change is materially adverse to the School, the School may terminate the affected Order Form by notice given within 60 days after Writeroom's notice and receive a pro-rated refund of prepaid Fees for the unused period.

2.4 Beta features. Writeroom may offer features labelled beta, preview, early access or similar ("Beta Features"). Beta Features are optional. They are provided as is, may change or be withdrawn at any time, and are excluded from the warranty in clause 14.2 and the support commitments in clause 6. Beta Features do not process Student Data unless a School administrator turns them on after a notice describing what they do.

2.5 Pilot. If an Order Form is marked as a pilot: (a) no Fees are payable unless the Order Form says otherwise; (b) the Pilot runs for the period stated in the Order Form or, if none, 60 days, and ends automatically unless the Parties sign a paid Order Form; (c) either Party may end the Pilot on 15 days' written notice; (d) the Service is provided as is during the Pilot and clause 14.2 does not apply; (e) the DPA, clause 11 (Customer Data and intellectual property), clause 12 (Confidentiality), clause 10 (Effects of termination) and clause 16 (Limitation of liability) apply in full; and (f) for the purpose of clause 16, the Fees paid in the 12 months before the event are deemed to be [CAD 5,000].

2.6 Policies. The School will ensure that its Authorized Users comply with the AUP and the Terms of Use. Writeroom may update the AUP and the Terms of Use on at least 30 days' notice to the School. If an update materially reduces the School's rights or increases its obligations, the School's Agreement controls for its Authorized Users and the update does not apply to the School until the next renewal unless the School agrees in writing.

2.7 Chrome extension. The Writeroom Chrome extension is part of the Service. It functions only while a student has a Writeroom assignment document open, collects only what the Documentation describes, and depends on the Google Chrome browser and the Chrome Web Store, which Writeroom does not control. The School decides whether, and on which devices, to install the extension.

3. Authorized Users and Seats

3.1 Who may use the Service. Only Authorized Users may use the Service, and only through the School. Writeroom does not sell the Service to individuals or consumers. An account that is not connected to a School has no access to the Service beyond a "waiting for access" page.

3.2 How users join. The School controls membership. Authorized Users join through an invitation link shared by a School administrator or by signing in with a verified email address on a domain the School has registered in the Service. The School is responsible for the accuracy of its domains, teacher lists and invitations.

3.3 Seats. The Order Form states the number of teacher Seats and student Seats. When all Seats of a role are in use, the Service stops new members of that role from joining and tells the School administrator. Nobody already in the School loses access. Removing a member frees that member's Seat.

3.4 Adding Seats. The School may ask for more Seats at any time. Additional Seats are charged at the per-Seat rate in the Order Form, pro-rated for the remainder of the then-current Term, and are co-terminous with the Order Form. If Writeroom allows use above the Seat count at the School's request before an Order Form amendment is signed, the School will pay for the additional Seats actually used, at that rate, from the date the limit was exceeded.

3.5 Students under the age of majority. Students use the Service under the School's authority and supervision as part of the School's educational program. The School, not the student, is Writeroom's contracting party. The Terms of Use inform students of the rules of use; they do not purport to make students parties to a contract with Writeroom. Nothing in the Agreement limits any right a student or parent has under applicable law.

3.6 Accounts and credentials. Each Authorized User must have an individual account. Shared accounts are not permitted. The School will ensure Authorized Users keep their credentials confidential and will notify Writeroom promptly, using the contact details in the Order Form, of any unauthorized access it discovers.

4. The School's responsibilities

4.1 Legal authority. The School represents that it has the legal authority to collect the Student Data that the Service records, to disclose it to Writeroom for the purposes of the Agreement, and to allow its Authorized Users to use the Service. Writeroom processes Student Data on the School's instructions as described in the DPA.

4.2 Notices to students and parents. The School is responsible for giving students, and where required parents or guardians, every notice that applicable law or the School's own policies require about the School's use of the Service, including (for Ontario school boards) the written notice required under Ontario Regulation 52/26 (Digital Technology Affecting Individuals Under Age 18) made under the Enhancing Digital Security and Trust Act, 2024, and any equivalent requirement in another province. Writeroom will help by providing: (a) the Student Privacy Notice and the data inventory in the DPA, which list the specific elements of Personal Information the Service collects; (b) the purposes for which the Service uses them; (c) the Subprocessors list; and (d) "How to read Writeroom's signals". Writeroom will supply reasonable additional information on request. The content and delivery of the School's notices remain the School's decision.

4.3 Consents and assessments. The School is responsible for obtaining any consent, and completing any privacy impact assessment, threat risk assessment or similar review, that applicable law or the School's policies require before or during its use of the Service. Writeroom will complete the School's reasonable questionnaires and provide the information in the Documentation to assist, at no charge for up to [eight] hours in each 12-month period of the Term (which Writeroom expects to cover one standard security and privacy questionnaire) and at the Professional Services Rate after that, as the DPA (clause 9.3) also provides.

4.4 Appropriate use of Integrity Signals. The School will use Integrity Signals only as described in clause 5 and "How to read Writeroom's signals", will ensure its teachers and administrators have read that document before relying on any Integrity Signal, and will adopt and follow its own academic-integrity process, including a way for a student to respond and to ask for a review, for any decision about a student. Where a student or parent asks the School to see the record behind a concern, to correct it, or to have a decision reviewed, the School answers that request; Writeroom will help the School as the DPA (clause 9) provides, including by exporting the student's data and the evidence behind any Integrity Signal.

4.5 Keeping account lists current. The School will keep its domains, teacher lists, administrator lists and invitations current, will remove Authorized Users who leave the School or no longer need access, and will set and review its School settings (including retention periods and whether AI features are on).

4.6 Security of the School's accounts and devices. The School is responsible for the security of its own networks, devices, browser profiles, Google Workspace or Microsoft 365 tenancy, and Authorized User accounts, and for configuring shared devices (for example classroom Chromebooks) so that one student's session is not available to the next user. Writeroom clears unsent copies of writing from a device when the user signs out and after 14 days, and the School is responsible for instructing students to sign out on shared devices.

4.7 Exports that leave the Service. The Service lets teachers and administrators export documents, writing-process records, summaries and Student Data, and lets students export their own documents. Once exported, that data is outside the Service and outside Writeroom's security measures, retention settings and deletion commitments. The School is solely responsible for exported data, including its storage, sharing, retention and deletion.

4.8 Compliance with laws. Each Party will comply with the laws that apply to it in performing the Agreement. The School is responsible for compliance with the education, privacy, access-to-information, accessibility and human-rights laws that apply to the School as an educational institution and, where relevant, as a public body.

4.9 Accessibility. The Documentation describes the Service's accessibility status and known limits. Some features (for example screen supervision and the Chrome extension) require a desktop version of Google Chrome and are not available on tablets or other browsers. The School is responsible for deciding how the Service is used with students who require accommodations, for providing alternatives where the Service's features are unsuitable, and for configuring assignment rules accordingly. Writeroom does not represent that the Service meets any particular accessibility standard unless the Order Form says so.

4.10 Continuity for time-sensitive work. The School is responsible for keeping reasonable contingency arrangements for time-sensitive assessments (for example an alternative way for a student to submit work, and deadline flexibility) in case the Service, the School's network, a third-party service or a student's device is unavailable when work is due. The Service keeps unsent writing on the student's device and sends it when the connection returns, as the Documentation describes, but Writeroom does not warrant that the Service will be available at any particular time (clause 14.4).

5. Integrity Signals and AI features

5.1 What Integrity Signals are. Integrity Signals are automated indicators that something in a document's writing history may merit a closer look. They are produced by rules and statistical models applied to records of the writing process and, where the School turns it on, by an AI-text detector. They are not findings of fact, accusations, or determinations of academic dishonesty.

5.2 Integrity Signals may be wrong. The School acknowledges that Integrity Signals can be inaccurate, incomplete or misleading, can produce false positives and false negatives, and are affected by factors that have nothing to do with dishonesty, including dictation and speech-to-text, input-method editors and non-Latin scripts, accommodations and assistive technology, writing in a language other than English, short texts, legitimate pasting from the student's own notes or earlier drafts, version restores, shared or unreliable devices, network or clock problems, and the student's typing habits. "How to read Writeroom's signals" describes these limits and Writeroom will keep it current.

5.3 No substitute for professional judgment. Integrity Signals are no substitute for the professional judgment of a teacher who knows the student and the assignment. The Service does not make, and is not designed to make, any decision about a student. Every decision about a grade, a sanction, an allegation of academic dishonesty or any other consequence for a student is made by a human at the School.

5.4 Never the sole basis. The School will not use any Integrity Signal, alone or in combination with other Integrity Signals, as the sole or determinative basis for an accusation, grade penalty, disciplinary action or other adverse decision about a student. The School will give the student an opportunity to explain before any adverse decision, follow its own academic-integrity and appeal process, and consider the limits described in clause 5.2.

5.5 The School is responsible for decisions. As between the Parties, the School is solely responsible for every decision it or its Authorized Users make about a student, and for how its Authorized Users interpret and use Integrity Signals, documents, replays, screen clips and other information the Service shows. Writeroom is not responsible for any such decision or its consequences.

5.6 AI features are off until the School turns them on. Features that send content to an external AI model (currently AI-assisted marking, Translate, Dictionary and the teacher assistant, together "AI Features") are off for every School by default. Only a School administrator can turn them on, after a notice in the Service describing what is sent, to which Subprocessor, and where it is processed. The Service records who turned AI Features on and when. The School may turn them off at any time.

5.7 How AI Features work. When AI Features are on, the Service sends the content needed for the request (for example an assignment's instructions and rubric and the text of a student's document, or the text to be translated) to Writeroom's AI Subprocessor and, through it, to the model vendor. Writeroom: (a) does not add students' names, email addresses or user identifiers to AI requests, and in the teacher assistant refers to students by number (a name a student has typed into their own work may be present in the text sent for marking or translation); (b) configures each request so that it can be routed only to endpoints that do not train on or retain the content, and fails the request rather than send it to a provider that does not support those settings; (c) limits the available models to a list that platform administrators maintain; (d) applies a prompt-injection guard; and (e) never changes a grade or a document on the basis of an AI output. AI outputs are suggestions for the teacher. Writeroom does not warrant the accuracy, completeness or suitability of any AI output, and the School will review every AI output before relying on it. AI Subprocessors and their locations are listed in the Subprocessors list.

5.8 Language limits. The AI-text detector is designed for English. The Service does not produce an AI-detector score for text it identifies as not being in English, and other Integrity Signals may be less reliable for non-English writing and non-Latin scripts. Optical character recognition of screen stills is limited to the languages stated in the Documentation.

5.9 Changes to models and signals. Writeroom may change, retire or add Integrity Signals, detector models and AI models as part of operating the Service. Writeroom will describe each Integrity Signal, and its known limits, in "How to read Writeroom's signals" and will give notice under clause 2.3 of any change that materially alters what the Service records.

6. Support and support access

6.1 Support. Writeroom provides support through the contact details in the Order Form and the contact form at writeroom.org/contact during [business hours, Eastern Time, on Ontario business days], and through the help articles in the Service. Writeroom will acknowledge support requests within [one business day] and will use commercially reasonable efforts to resolve them promptly. Any further service levels are as stated in the Order Form.

6.2 Support access to Student Data. Writeroom personnel cannot open student documents or writing-process records by default. If the School needs Writeroom to look at specific Customer Data to resolve a support request, a School administrator may grant Writeroom support access for a limited time (for example 24 hours) from the School's audit page. Every view during that period is recorded in the School's audit log. Writeroom personnel do not impersonate Authorized Users. Writeroom may otherwise access Customer Data only as the DPA permits (for example to prevent or address a security incident, or where the law requires).

7. Fees, invoicing and taxes

7.1 Fees. The School will pay the Fees stated in each Order Form. Unless the Order Form says otherwise, Fees are stated and payable in Canadian dollars, are invoiced annually in advance, and are due within 30 days after the invoice date.

7.2 Taxes. Fees exclude harmonized sales tax (HST), goods and services tax (GST), Quebec sales tax (QST), provincial sales tax and any similar taxes. Writeroom will add applicable taxes to each invoice as a separate line, and the School will pay them, unless the School provides a valid exemption certificate or the Order Form states that a specific tax does not apply. Each Party is responsible for taxes on its own income.

7.3 Purchase orders. If the School requires a purchase order number on invoices, it will provide one before the start of the Term. The School's purchase order terms do not apply to the Agreement, even if Writeroom accepts or acts on the purchase order.

7.4 Disputed invoices. The School may withhold a disputed amount if it notifies Writeroom in writing of the dispute and its reasons before the due date and pays the undisputed part. The Parties will work in good faith to resolve the dispute within 30 days.

7.5 Late payment. Undisputed amounts not paid when due bear interest at [1% per month (12.68% per year)] or the maximum rate the law allows, whichever is lower, from the due date until paid. If an undisputed amount is more than 30 days overdue, Writeroom may suspend the Service under clause 9.5 after giving the School at least 15 days' written notice naming the amount and the suspension date.

7.6 Price changes. Writeroom may change the per-Seat rate for a renewal term by notice given at least 60 days before the renewal date. Unless the Order Form states otherwise, an increase will not exceed [5%] of the rate for the expiring Term. Fees during a Term do not change.

7.7 No refunds. Except where the Agreement expressly provides for a refund, Fees are non-refundable.

8. Term and renewal

8.1 Term of the Agreement. The Agreement starts on the Effective Date and continues until every Order Form has ended or been terminated, and the obligations in clause 10 have been completed.

8.2 Term of an Order Form. Each Order Form states its start date and length (its "Term"). Unless the Order Form says otherwise, an Order Form renews automatically for successive terms of one year unless either Party gives written notice of non-renewal at least 60 days before the end of the then-current Term. Public Sector Schools may instead elect in the Order Form that the Order Form does not renew automatically.

9. Termination and suspension

9.1 Termination for cause. Either Party may terminate the Agreement or an affected Order Form by written notice if the other Party: (a) materially breaches the Agreement and does not cure the breach within 30 days after receiving a written notice that describes it; (b) materially breaches the Agreement in a way that cannot be cured; or (c) becomes insolvent, makes an assignment for the benefit of creditors, has a receiver or trustee appointed, or has a bankruptcy or insolvency proceeding started against it that is not dismissed within 60 days.

9.2 Termination for convenience by Public Sector Schools. A Public Sector School may terminate an Order Form for convenience on at least 60 days' written notice. Fees that have accrued up to the effective date of termination remain payable. Prepaid Fees are not refunded on termination for convenience unless the Order Form says otherwise.

9.3 Non-appropriation. If a Public Sector School's funding for the Service is withdrawn or not appropriated for a renewal term, the School may terminate the Order Form effective at the end of the Term for which funds were appropriated, by giving written notice as soon as practicable and in any case before the renewal date, with no further liability for Fees for later terms.

9.4 Termination by Writeroom for convenience. Writeroom may terminate an Order Form for convenience only effective at the end of the then-current Term, on at least 120 days' written notice. Writeroom may also terminate an Order Form on 90 days' notice if it discontinues the Service for all customers, in which case it will refund prepaid Fees pro-rated for the unused period.

9.5 Suspension. Writeroom may suspend the Service, or part of it, for the School or an Authorized User: (a) for non-payment under clause 7.5; (b) if the School's or an Authorized User's use presents a security risk to the Service or to others, violates the AUP in a way that is serious or repeated, or is unlawful; (c) if Writeroom is required to do so by law or by a court or regulator; or (d) if a Subprocessor essential to the Service suspends its service and no reasonable alternative exists. Writeroom will limit a suspension to what is necessary, will give the School as much notice as is reasonable in the circumstances (in advance except where that is not practicable because of security or legal urgency), and will restore the Service promptly once the cause is resolved. While a School is suspended, its Authorized Users can still sign in to read and export their own work; nobody can write. Suspension does not relieve the School of its payment obligations, except that Fees do not accrue for any period of suspension caused by Writeroom's breach.

10. Effects of termination or expiry

10.1 Access ends. On expiry or termination of an Order Form, the School's and its Authorized Users' rights to use the Service under that Order Form end, except as set out in this clause 10.

10.2 Export window. For 30 days after the End of the Agreement (the "Export Window"), the Service remains available to the School's administrators and Authorized Users in read-only mode so that the School can export Customer Data. Students can read and export their own documents. Nobody can create or change content. Writeroom will provide a whole-School export in a commonly used, machine-readable format on request during the Export Window at no charge.

10.3 Deletion. Within 60 days after the End of the Agreement, Writeroom will delete all Customer Data from its active systems. Copies in backups age out within 35 days after that deletion; backups are not restored except in a disaster-recovery event, in which case the deleted data is deleted again. The only exceptions are: (a) data the School has asked Writeroom in writing, during the Export Window, to retain for a longer stated period, which Writeroom may agree to at the Professional Services Rate and which remains subject to the DPA until deleted; (b) billing records, and audit logs (which record who did what in the Service and contain no student writing, writing-process records or screen clips), which Writeroom keeps for [12 months] after the End of the Agreement to establish its compliance with the Agreement and then deletes; (c) records Writeroom must keep by law, for the period the law requires; and (d) data Writeroom must retain because of a legal hold notified in writing by the School or required by law. On written request, Writeroom will confirm deletion in writing.

10.4 Fees on termination. Termination does not relieve the School of its obligation to pay Fees accrued before the effective date. If Writeroom terminates for the School's breach, all Fees for the remainder of the Term become due. If the School terminates for Writeroom's uncured material breach, Writeroom will refund prepaid Fees pro-rated for the unused period.

10.5 Survival. Clauses 1, 4.7, 5.2 to 5.5, 7 (for amounts accrued), 10, 11, 12, 13, 14.4, 15, 16, 21, 23, 24 and 25 survive termination or expiry, as does any other provision that by its nature should survive. The DPA survives as it provides.

11. Customer Data and intellectual property

11.1 The School and its users own their content. As between the Parties, the School and its Authorized Users own all right, title and interest in Customer Data, including students' writing. Writeroom acquires no ownership of Customer Data. Nothing in the Agreement transfers ownership of a student's writing to the School or to Writeroom, and the Agreement does not decide ownership between the School and its students.

11.2 Licence to Writeroom. The School grants Writeroom a non-exclusive, worldwide, royalty-free licence during the Term and the periods in clause 10 to host, copy, process, transmit, display and analyse Customer Data, and to create Integrity Signals, replays, summaries and the other outputs the Service is designed to produce, in each case only as necessary to provide, secure, support and maintain the Service for the School, to comply with the law, and as the DPA permits. Writeroom will not use Customer Data for any other purpose.

11.3 What Writeroom will never do with Customer Data. Writeroom will not: (a) sell, rent or trade Customer Data; (b) use Customer Data for advertising or to build profiles for any purpose other than providing the Service to the School; (c) use Student Data, including students' writing, to train, fine-tune or improve any artificial-intelligence or machine-learning model; or (d) disclose Customer Data to a third party except to Subprocessors under the DPA, as the School instructs, or as the law requires (after notifying the School where the law allows).

11.4 Usage Data. Writeroom may collect and use technical and operational data about the use and performance of the Service (for example feature usage counts, error rates, response times and aggregate seat counts) ("Usage Data") to operate, secure, support, bill for and improve the Service, provided that Usage Data does not include the content of documents, writing-process records, screen clips, clipboard contents or any information that identifies a student, and is not used to re-identify any individual.

11.5 Writeroom owns the Service. Writeroom and its licensors own all right, title and interest in the Service, the Documentation, the software, models, methods, Integrity Signal designs and user interfaces, and all improvements to them. Except for the rights expressly granted in the Agreement, Writeroom reserves all rights. The School will not, and will not permit anyone to, copy, modify, create derivative works of, reverse engineer, decompile or attempt to extract the source code of the Service, resell or sublicense it, or use it to build a competing product, except to the extent the law allows despite this restriction.

11.6 Licence to the School. Writeroom grants the School a non-exclusive, non-transferable licence during the Term for its Authorized Users to access and use the Service for the School's educational purposes in accordance with the Agreement.

11.7 Feedback. If the School or an Authorized User gives Writeroom suggestions or feedback about the Service, Writeroom may use it without restriction or payment, provided Writeroom does not identify the School or any individual as its source without consent and does not use any Customer Data in doing so. Feedback does not include Customer Data.

11.8 Third-party components. The Service includes open-source and third-party components licensed under their own terms. Writeroom is responsible for those components as part of the Service. Google Classroom, Google Workspace, Microsoft 365, the Chrome Web Store and other services that the School uses alongside Writeroom are provided by their own vendors under their own terms, and Writeroom is not responsible for them.

12. Confidentiality

12.1 Confidential Information. "Confidential Information" means information disclosed by one Party to the other under the Agreement that is marked confidential or that a reasonable person would understand to be confidential, including Customer Data (which is the School's Confidential Information), the terms and pricing of each Order Form, non-public Documentation such as detailed security information, and the non-public aspects of the Service. It does not include information that: (a) is or becomes public through no fault of the receiving Party; (b) the receiving Party already lawfully had without a duty of confidence; (c) is independently developed without use of the disclosing Party's information; or (d) is lawfully received from a third party without a duty of confidence.

12.2 Obligations. The receiving Party will: (a) use Confidential Information only to perform or exercise rights under the Agreement; (b) protect it with at least the care it uses for its own confidential information of similar sensitivity and no less than reasonable care; and (c) disclose it only to its employees, contractors, advisers and (for Writeroom) Subprocessors who need to know it and are bound by obligations at least as protective. Each Party is responsible for the acts of those to whom it discloses.

12.3 Compelled disclosure. A Party may disclose Confidential Information to the extent required by law, a court order or a regulator, provided it gives the other Party prompt notice where the law allows and reasonable cooperation so that the other Party may seek a protective order or other remedy at its own cost.

12.4 Access-to-information laws. Writeroom acknowledges that a Public Sector School is subject to access-to-information legislation (for example Ontario's Municipal Freedom of Information and Protection of Privacy Act, and equivalent legislation in other provinces) and that the School may be required to disclose the Agreement or parts of it. Disclosure required by such legislation is not a breach of this clause 12. Writeroom identifies the following as information supplied in confidence whose disclosure could reasonably be expected to harm its competitive position: pricing and discounts in the Order Form, and detailed security and architecture information in the non-public Documentation. Where the legislation requires or permits the School to notify an affected third party before disclosure, the School will notify Writeroom and give it the opportunity to make representations within the time the legislation allows. The School's decision under the legislation is final as between the Parties.

12.5 Duration. The obligations in this clause 12 continue for five years after the Agreement ends, and indefinitely for Customer Data and for trade secrets.

12.6 Return or destruction. On written request after the Agreement ends, each Party will return or destroy the other's Confidential Information, except for Customer Data (which clause 10.3 governs) and copies retained under a routine backup or archiving process or as the law requires, which remain subject to this clause 12.

13. Privacy and security

13.1 DPA. The DPA sets out how Writeroom processes Personal Information, including Student Data, its security measures, Subprocessors, the location of processing, assistance with access and correction requests, security-incident notification, and the School's audit and verification rights. The DPA is part of the Agreement and takes precedence over this SSA for any matter concerning Personal Information.

13.2 Security. Writeroom will maintain the administrative, technical and physical safeguards described in the DPA and the Security Overview, which Writeroom may update provided the overall level of protection is not materially reduced during the Term. Writeroom does not claim any certification, audit result or insurance coverage unless it is stated in writing in the Documentation or the Order Form.

13.3 School settings. The Service gives School administrators controls that affect what is collected and kept, including retention periods, whether AI Features are on, whether the outside-clipboard check is on, whether screen supervision may be required, and whether integrity decisions are shared with teachers other than the deciding teacher. Writeroom applies the defaults described in the Documentation and the DPA. The School is responsible for its choices.

13.4 Security Incidents. Writeroom will notify the School of a Security Incident affecting Customer Data without undue delay and in any event within 48 hours after Writeroom confirms it, as the DPA (clause 8) provides, so that the School can meet its own reporting deadlines.

14. Warranties and disclaimers

14.1 Mutual. Each Party represents and warrants that it has the authority to enter into the Agreement, that the Agreement is binding on it, and that the person signing on its behalf is authorized to do so.

14.2 Writeroom's limited warranty. Writeroom warrants that, during the Term, the Service will perform materially in accordance with the Documentation. If the Service does not and the School notifies Writeroom in writing describing the non-conformity within 30 days after discovering it, Writeroom will, at its option and as the School's sole and exclusive remedy for breach of this warranty: (a) correct the non-conformity or re-perform the affected part of the Service within a reasonable time; or (b) if Writeroom cannot do so within 60 days after the notice, allow the School to terminate the affected Order Form and refund the prepaid Fees for the unused period after the date of the School's notice. This warranty does not apply to Beta Features, Pilots, non-conformities caused by the School's or an Authorized User's misuse, by devices, browsers, networks or third-party services outside Writeroom's control, or by use contrary to the Documentation.

14.3 Third-party services. Writeroom is not responsible for the availability or conduct of Google, Microsoft, the Chrome Web Store, AI model vendors or other third-party services that the Service depends on or works alongside, except to the extent the DPA makes Writeroom responsible for its Subprocessors.

14.4 Disclaimer. Except as expressly stated in clause 14.2 and in the DPA, the Service, the Documentation, the Integrity Signals and all AI outputs are provided as is and as available. To the fullest extent permitted by law, Writeroom disclaims all other warranties, conditions and representations, express, implied or statutory, including any warranty or condition of merchantability, merchantable quality, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage of trade. Writeroom does not warrant that the Service will be uninterrupted, error-free or secure against every threat, that it will detect or prevent academic dishonesty, plagiarism or AI-generated writing, that any Integrity Signal, detector score, flag, summary or AI output will be accurate, complete or reliable, or that any student's writing is or is not the student's own work. The School acknowledges that it has not relied on any representation not set out in the Agreement.

15. Indemnities

15.1 By Writeroom: infringement. Writeroom will defend the School and its trustees, officers, employees and agents against any claim brought by a third party alleging that the Service, as provided by Writeroom and used in accordance with the Agreement, infringes that third party's Canadian or United States patent, copyright or trademark, or misappropriates its trade secret, and will pay the damages, costs and reasonable legal fees finally awarded against the School by a court or agreed by Writeroom in a settlement.

15.2 Exclusions. Clause 15.1 does not apply to a claim to the extent it arises from: (a) Customer Data; (b) a modification of the Service not made by Writeroom; (c) combination of the Service with products, data or processes not supplied by Writeroom, if the claim would not have arisen without the combination; (d) use of the Service after Writeroom has notified the School to stop because of the claim and has offered a non-infringing alternative; (e) a Beta Feature; or (f) the School's breach of the Agreement.

15.3 Remedies for infringement. If the Service is, or Writeroom believes it is likely to be, found to infringe, Writeroom may at its option and expense: (a) obtain the right for the School to continue using it; (b) modify or replace it so that it is non-infringing without materially reducing functionality; or (c) if neither is commercially reasonable, terminate the affected Order Form on written notice and refund prepaid Fees pro-rated for the unused period. Clauses 15.1 to 15.3 state Writeroom's entire liability, and the School's exclusive remedy, for infringement claims.

15.4 By the School. To the extent permitted by the law that applies to the School, the School will defend Writeroom and its employees and contractors against any claim brought by a third party (including a student, parent or guardian, employee or regulator) to the extent it arises from: (a) Customer Data, including a claim that the School lacked the legal authority to collect it or to disclose it to Writeroom, or failed to give a notice or obtain a consent required of the School; (b) instructions the School gives Writeroom; (c) any decision, allegation, grade, sanction or other action taken by the School or an Authorized User about a student, including one informed by Integrity Signals or AI outputs; or (d) the School's or an Authorized User's use of the Service in breach of the Agreement, the AUP or applicable law; and will pay the damages, costs and reasonable legal fees finally awarded against Writeroom by a court or agreed by the School in a settlement. This clause 15.4 does not apply to the extent a claim arises from Writeroom's breach of the Agreement or the DPA, or from Writeroom's negligence or wilful misconduct.

15.5 Public Sector Schools. If the law that applies to a Public Sector School does not permit it to give an indemnity, or permits it only within limits, clause 15.4 applies to the fullest extent that law permits, and the School will instead be liable to Writeroom for the losses described in clause 15.4 as damages for breach of the Agreement, subject to clause 16.

15.6 Procedure. The Party seeking defence (the "Indemnified Party") will: (a) notify the other Party (the "Indemnifying Party") promptly in writing of the claim (a delay relieves the Indemnifying Party only to the extent it is prejudiced); (b) give the Indemnifying Party sole control of the defence and settlement, provided the Indemnifying Party may not settle a claim in a way that admits fault on behalf of, or imposes a non-monetary obligation on, the Indemnified Party without its written consent, not to be unreasonably withheld; and (c) give reasonable cooperation at the Indemnifying Party's expense. The Indemnified Party may participate with its own counsel at its own expense. A Public Sector School that is required by law or policy to control the defence of claims against it may do so, in which case the Indemnifying Party's obligation is limited to paying the reasonable costs of a defence conducted in consultation with it and amounts agreed by it or finally awarded.

16. Limitation of liability

16.1 Exclusion of certain losses. To the fullest extent permitted by law, neither Party is liable to the other under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for: (a) indirect, incidental, special, exemplary, punitive or consequential loss or damage; (b) loss of profits, revenue, business, anticipated savings or goodwill; (c) loss of or damage to reputation; (d) loss of, or corruption of, data, except the reasonable cost of restoring Customer Data from Writeroom's most recent backup; or (e) the cost of procuring substitute services; in each case whether or not the Party was advised of the possibility of the loss.

16.2 General cap. To the fullest extent permitted by law, each Party's total aggregate liability to the other under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for all claims in any 12-month period will not exceed the total Fees paid and payable by the School under the Agreement in the 12 months immediately before the event giving rise to the first such claim.

16.3 Higher cap for Data Protection Claims and indemnities. "Data Protection Claims" means claims against a Party under or in connection with the Agreement for that Party's breach of the DPA or of clause 12 (Confidentiality), including a Security Incident involving Customer Data caused by that Party's breach and the costs Writeroom reimburses under clause 8.6 of the DPA. Despite clause 16.2, a Party's total aggregate liability for all Data Protection Claims, and for its obligations under clause 15 (Indemnities), will not exceed two times the total Fees paid and payable by the School under the Agreement in the 12 months immediately before the event giving rise to the claim. The caps in clauses 16.2 and 16.3 are not cumulative: the amount in this clause 16.3 is the maximum total liability of a Party for all claims of every kind in the relevant 12-month period, and amounts paid under clause 16.2 count toward it.

16.4 Exceptions. Clauses 16.1 to 16.3 do not limit or exclude: (a) a Party's liability for fraud or fraudulent misrepresentation; (b) a Party's liability for its own wilful misconduct; (c) the School's obligation to pay Fees; (d) a Party's liability for death or personal injury caused by its negligence; or (e) any liability that the law does not permit to be limited or excluded.

16.5 Basis of the bargain. The Parties agree that the Fees reflect the allocation of risk in this clause 16, that Writeroom would not provide the Service at these Fees without it, and that it applies even if a remedy fails of its essential purpose. The School acknowledges that it has had the opportunity to obtain legal advice and to negotiate the Agreement, and that it is a sophisticated institution procuring the Service for its own educational operations and not as a consumer.

16.6 Minimum amount. If the Fees paid and payable in the relevant 12 months are less than [CAD 5,000] (for example during a Pilot or a short first Term), that amount is deemed to be [CAD 5,000] for the purpose of clauses 16.2 and 16.3.

17. Insurance

17.1 Writeroom does not represent that it holds any insurance. An insurance requirement applies to Writeroom only if the Order Form states it. Where the Order Form states that Writeroom will hold specified insurance, Writeroom will maintain that insurance during the Term and will provide a certificate of insurance on request. The School is responsible for its own insurance.

Drafting note: Writeroom carries no insurance. Leave Order Form section 9 at "None" unless coverage has actually been placed before signing; never state coverage that does not exist.

18. Force majeure

18.1 Neither Party is liable for a failure or delay in performing its obligations (other than payment obligations) to the extent caused by an event beyond its reasonable control that it could not have avoided by reasonable precautions, including natural disaster, epidemic, war, terrorism, civil disorder, labour disputes (other than of the affected Party's own workforce), failure of public utilities or telecommunications networks, government action, or failure of a third-party service that the affected Party does not control and for which no reasonable alternative is available, provided the affected Party notifies the other promptly, uses reasonable efforts to mitigate, and resumes performance as soon as it can. Writeroom's disaster-recovery and backup commitments in the DPA are not excused by this clause except to the extent the force majeure event defeats them despite their proper operation. If a force majeure event prevents Writeroom from providing the Service for more than 30 consecutive days, the School may terminate the affected Order Form on written notice and receive a pro-rated refund of prepaid Fees for the unused period.

19. Subcontracting and Subprocessors

19.1 Writeroom may use subcontractors and Subprocessors to provide the Service. Writeroom remains responsible for their performance as if it were Writeroom's own. Subprocessors that process Customer Data are governed by the DPA, which lists them, requires written data-protection obligations no less protective than the DPA, and gives the School notice of changes and the right to object.

20. Publicity

20.1 Neither Party will use the other Party's name, logo or trademarks, or describe the other as a customer or supplier, in any public statement, customer list, press release, website or marketing material without the other Party's prior written consent, which may be given by email by a person authorized to do so and may be withdrawn on notice. Writeroom may disclose the existence of the Agreement to its professional advisers, insurers and, under confidentiality, to prospective investors or acquirers.

21. Notices

21.1 Legal notices under the Agreement (for example notices of breach, termination, indemnity claims or disputes) must be in writing and delivered by hand, by courier, or by email with confirmation of transmission, to the addresses below or to any replacement address a Party notifies.

• To Writeroom: the Writeroom notice address and Writeroom contact email stated in the Order Form.
• To the School: the notice address and contact stated in the Order Form.

21.2 A notice is deemed received: if delivered by hand or courier, on delivery; if sent by email, on the business day it is sent if sent before 5:00 p.m. in the recipient's time zone, otherwise on the next business day, unless the sender receives a delivery failure.

21.3 Operational notices (for example service changes, maintenance, security notifications and support) may be given by email to the School's administrator contacts in the Service and by notice within the Service. Security-incident notifications follow the DPA.

22. Assignment

22.1 Neither Party may assign or transfer the Agreement, or any right or obligation under it, without the other Party's prior written consent, not to be unreasonably withheld, except that Writeroom may assign the Agreement in whole, on at least 30 days' prior written notice, to a successor in connection with a merger, amalgamation, reorganization or sale of all or substantially all of the assets or business to which the Agreement relates, provided the successor assumes all of Writeroom's obligations (including the DPA) in writing and the storage location of Customer Data remains in Canada. The School may terminate the Agreement on 30 days' written notice given within 90 days after receiving notice of such an assignment and receive a pro-rated refund of prepaid Fees. Any attempted assignment in breach of this clause is void. The Agreement binds and benefits the Parties and their permitted successors and assigns.

23. Governing law and forum

23.1 Governing law. The Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), is governed by the laws of the Province of [Ontario] and the federal laws of Canada applicable there, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

23.2 Forum. Subject to clause 24, the courts of [Ontario] sitting in [Toronto] have exclusive jurisdiction over any such dispute or claim, and each Party irrevocably attorns to that jurisdiction and waives any objection based on venue or inconvenient forum.

23.3 Public Sector Schools. If the School is a Public Sector School located in a province other than [Ontario], the Order Form may substitute the laws and the courts of the School's province for those in clauses 23.1 and 23.2, in which case references to [Ontario] and [Toronto] in the Agreement are read accordingly.

23.4 Injunctive relief. Either Party may seek interim or injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information or to prevent unauthorized access to the Service or Customer Data.

24. Dispute resolution

24.1 Escalation. Before starting proceedings (other than for injunctive relief or to recover undisputed Fees), a Party will give the other written notice of the dispute. Senior representatives of each Party with authority to settle will meet (in person or by video) within 15 business days after the notice and attempt in good faith to resolve it. If the dispute is not resolved within 30 days after the notice, either Party may start proceedings under clause 23.

24.2 Mediation by agreement. The Parties may, by written agreement, refer a dispute to non-binding mediation in [Toronto] before a mediator they agree on, with costs shared equally. Nothing requires a Party to mediate or to arbitrate.

24.3 Continued performance. Except where the Agreement has been terminated, each Party will continue to perform during a dispute.

24.4 Limitation period. To the extent the law allows, a claim under or in connection with the Agreement must be started within two years after the day the claimant first knew, or ought reasonably to have known, of the matters giving rise to it.

25. General

25.1 Entire agreement. The Agreement is the entire agreement between the Parties about its subject matter and supersedes all earlier or contemporaneous proposals, quotations, purchase-order terms, representations and agreements, written or oral. Terms in the School's purchase orders, vendor-registration portals or click-through supplier terms do not apply, even if Writeroom acknowledges or performs under them, unless the Parties sign an Order Form or amendment that expressly incorporates them. Each Party acknowledges that it has not relied on any statement not set out in the Agreement; nothing in this clause limits liability for fraud.

25.2 Amendment and waiver. An amendment to the Agreement must be in writing and signed (including electronically) by authorized representatives of both Parties, except for updates Writeroom is permitted to make under clauses 2.3, 2.6 and the DPA. A waiver is effective only if in writing and applies only to the instance for which it is given. A failure or delay in exercising a right is not a waiver.

25.3 Severability. If a court of competent jurisdiction finds any provision of the Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible, or if that is not possible, severed, and the remainder of the Agreement remains in effect. The Parties will negotiate in good faith a valid replacement that achieves, as nearly as possible, the original intent, including any allocation of risk reflected in clause 16.

25.4 Electronic signature and counterparts. The Agreement, each Order Form and any amendment may be signed electronically, including through an electronic-signature service or by a typed name with evident intent to sign, in accordance with the Electronic Commerce Act, 2000 (Ontario) and equivalent legislation, and may be signed in counterparts, each of which is an original and all of which together form one instrument. A signed copy delivered by email or electronic-signature service has the same effect as a delivered original.

25.5 Survival. Clause 10.5 governs survival.

25.6 Anti-corruption. Each Party will comply with applicable anti-bribery and anti-corruption laws, including the Criminal Code (Canada) and the Corruption of Foreign Public Officials Act (Canada). Writeroom has not offered and will not offer any gift, payment, hospitality or benefit to any trustee, officer, employee or agent of the School to obtain or retain the Agreement, and will comply with any gift and hospitality policy the School notifies to it in writing.

25.7 Independent contractors. The Parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, fiduciary or employment relationship, except that Writeroom acts as the School's service provider and agent for the limited purpose of processing Personal Information on the School's behalf as described in the DPA. Neither Party may bind the other.

25.8 No third-party beneficiaries. The Agreement is for the benefit of the Parties and their permitted successors and assigns. Students, parents, guardians, teachers and other Authorized Users are not parties to the Agreement and have no right to enforce it. This clause does not reduce any right an individual has under applicable law, and the indemnified persons named in clause 15 may receive the benefit of that clause through the Party that is indemnified.

25.9 Language. The Agreement is drawn up in English. The Parties confirm that it is their express wish that the Agreement and all related documents be drawn up in English. Les parties confirment leur volonté expresse que la présente convention ainsi que tous les documents qui s'y rattachent soient rédigés en anglais. If the School is located in Quebec, the Order Form will state whether the School has received a French version of this SSA and the DPA before signing and has expressly chosen to be bound by the English version, or whether the Parties are signing the French version. Writeroom will provide the French version at its own expense before signature where the Charter of the French Language requires it. Where both versions exist, the Order Form states which prevails in case of conflict.

25.10 Export and sanctions. Each Party will comply with applicable Canadian export-control and economic-sanctions laws in connection with the Agreement.

25.11 Further assurances. Each Party will sign such further documents and do such further things as are reasonably necessary to give effect to the Agreement.

25.12 Conflicts between documents. Clause 1.3 governs any conflict between the documents forming the Agreement.

Signatures are on the Order Form. By signing an Order Form that refers to this SSA, each Party agrees to be bound by this SSA and the DPA.

Writeroom. The Writeroom party, its notice address and its contact email are stated in each Order Form. Support, privacy matters and legal notices go to the contact details in the Order Form; general enquiries may also use the contact form at writeroom.org/contact.

Questions about this document? Use the contact form. All legal documents