CodaClass Terms of Use
Product: CodaClass (by Codachord Inc.)
Parties: Codachord Inc. (“we,” “Codachord,” “us”) and the person or organization that creates or controls a CodaClass account (“you,” “Customer”)
Effective: when you create an account, click accept, or otherwise use CodaClass after these Terms are presented
These Terms of Use (“Terms”) govern access to and use of CodaClass. By signing up or using the service, you agree to them. If you do not agree, do not use CodaClass.
Our Privacy Policy explains how we handle personal information. If you are a FERPA-covered educational agency or institution (or you elect the education-records terms in writing), Annex A also applies.
1. Who these Terms cover
1.1 Customer. You may be a center, school, program, director, teacher, administrator, or other entity or person who creates an account and uses CodaClass for early childhood / educational operations. If you sign up on behalf of an organization, you represent that you have authority to bind that organization, and “Customer” means that organization.
1.2 Authorized Users. Staff and other people you invite under your account (for example teachers, directors, co-teachers) are Authorized Users. You are responsible for their use of CodaClass under your account.
1.3 Parents and guardians. Parents/guardians you invite (“Parents”) are Authorized Users with access limited to the children you link them to. On first login they accept these Terms and the Privacy Policy as they apply to Parents. Family notice and consent for using CodaClass with real children remain Customer-collected offline. Codachord does not provide enrollment, media-release, or state-licensing forms — you handle those offline.
1.4 If a Parent asks Codachord about access, correction, or deletion of their child’s data, Codachord will direct them to you and will reasonably assist you.
2. The service
2.1 CodaClass is a software service for early childhood programs. Features may include roster/profiles, observations (including photos/voice where enabled), tagging, daily logs, family notes, parent messaging / check-in as available, CSV or other data upload to get started, and AI-assisted planning, drafting, and chat. Features may change over time.
2.2 We may offer free trials, beta features, or paid plans. Fees, plan limits, and billing terms (if any) are shown at signup, in-product, or in a separate order. Unless we agree otherwise in writing, paid use is under these Terms plus the then-current pricing and plan details.
2.3 CodaClass is provided as a multi-tenant or dedicated instance as we configure for your account. You do not receive ownership of our software, models, or branding.
3. Accounts and access
3.1 You must provide accurate account information (including a working email) and keep it updated. Keep credentials confidential. Do not share login credentials across people; invite each person as their own user where the product allows.
3.2 You are responsible for activity under your account and for promptly removing access when someone leaves or should no longer have access.
3.3 We may suspend or limit access if we reasonably believe there is a security risk, misuse, non-payment (when fees apply), or a material breach of these Terms. We will try to notify you at the account email when practical.
4. Customer Data and roles
4.1 You control child, family, and staff data you upload or enter (“Customer Data”). Codachord processes Customer Data only to provide, secure, support, and (as limited in Section 8) improve CodaClass for you.
4.2 You decide which children are rostered, which Parents are invited, and what staff may see. Codachord does not independently verify family consent on your behalf.
4.3 Parents’ in-product rights requests go to you; we assist reasonably (same as Section 1.4).
5. Acceptable use
5.1 Use CodaClass only for your own educational / childcare operations (or, if you are an individual teacher signing up, for the classrooms and children you are authorized to manage).
5.2 You will not: reverse engineer the service; probe or access other customers’ tenants or data; upload malware; scrape the service in a way that harms it; use CodaClass to violate law; or use it for clinical diagnosis, therapy, or as an IEP/eligibility system (see Section 9).
5.3 You will not upload data you are not allowed to share with a service provider / school official–type processor.
6. AI and subprocessors
6.1 Azure as AI subprocessor. CodaClass uses Microsoft Azure OpenAI (and related Microsoft Azure services as needed) to process prompts and generate outputs (for example: observation tagging, family-note drafts, lesson/activity plans, message translation). Microsoft is a subprocessor for that AI processing.
6.2 Hosting and ops may also use other infrastructure providers (for example cloud hosting, email delivery, object storage). On request, Codachord will provide a current subprocessor list for your account.
6.3 No model training on Customer Data. Codachord will not use Customer Data (including prompts, completions, uploads, photos, voice, messages, or IEP text) to train, fine-tune, or improve any foundation or generative AI model (ours or a third party’s). We will not sell Customer Data or provide it to others for their model training.
6.4 AI outputs are drafts / assistance only. Staff must review before relying on them for instruction, family communication, or any decision about a child. The final decision for any action taken, data saved, plan or instruction used, or interaction with a child rests with the Customer’s user (such as a teacher), not with Codachord.
7. Fees
7.1 Some plans are free or promotional; others are paid. If you select a paid plan, you agree to pay the fees shown at signup or in-product, plus applicable taxes.
7.2 Unless stated otherwise, fees are non-refundable except where required by law or where we agree in writing.
7.3 We may change pricing for future renewal periods with reasonable notice (for example email or in-product notice). Continued use after the change takes effect is acceptance of the new pricing for that period.
8. Retention and deletion
8.1 During the subscription. You may request export or deletion of Customer Data at any time. Codachord will provide a reasonable export (for example CSV or other common machine-readable format) and complete deletion or export within a commercially reasonable time (target: 30 days), except residual copies in routine backups (which are deleted within 30 days) and data we must keep by law.
8.2 After account cancellation or termination. By default, Codachord will delete Customer Data from the live instance within a commercially reasonable time (target: 30 days), subject to the same backup and legal-retention carve-outs. Parent and staff logins tied to that Customer Data end when the account ends or the data is deleted.
8.3 Optional short retention. If you ask us in writing (email is fine) to retain Customer Data after termination, we may keep it up to 90 days solely for product improvement and support analysis that is not model training (for example: fixing bugs, measuring feature usefulness, improving output/UX). That retention is not permission to train models. After that window, or earlier on your request, we delete as in Section 8.2.
8.4 De-identified / aggregated statistics that cannot reasonably identify you, a child, or a family may be retained for product metrics.
9. IEP and special education content (assist only)
9.1 If you store IEP summaries, accommodations, or related notes in CodaClass, Codachord’s AI features may surface or draft suggestions that help staff apply those accommodations in plans and notes.
9.2 CodaClass is not an IEP team, evaluation, placement, or eligibility system. It does not create, amend, or replace an IEP or Section 504 plan. You and your staff remain responsible for compliance with IDEA/IEP and your policies. Do not treat AI text as legal or clinical advice.
10. Your representations (family notice / consent)
Before uploading real children’s data or inviting Parents, you represent that you:
10.1 Have obtained (or will obtain before upload/invite) all notices and consents required by law and your policy (including media/photo/voice where used), so that using CodaClass with those children and inviting Parents is lawful;
10.2 Will use any sample parent notice Codachord provides (or your own equivalent) and will handle opt-outs and parent questions yourself;
10.3 Are responsible for which children are rostered, which Parents are invited, and what staff are authorized to see;
10.4 Will not upload data you are not allowed to share with a service provider / school official–type processor.
You will defend and indemnify Codachord against third-party claims arising from your failure to obtain required notices or consents, to the extent allowed by law.
Codachord relies on these representations and does not independently verify each family’s consent on your behalf.
11. Security and confidentiality
11.1 Codachord will use reasonable administrative, technical, and organizational measures appropriate to the sensitivity of early childhood data (access controls, encryption in transit and at rest, tenant isolation for your account).
11.2 If Codachord becomes aware of a security incident that compromises Customer Data, Codachord will notify you within 72 hours of becoming aware and cooperate reasonably on investigation and remediation.
11.3 Each party will keep the other’s non-public business information confidential, except as needed to run the service or as required by law.
11.4 You are responsible for staff device security, password hygiene, and promptly removing access when someone leaves.
12. Feedback, publicity, warranty, liability
12.1 Feedback you give about CodaClass may be used freely by Codachord to improve the product (without identifying children/families).
12.2 Neither party will issue a public case study naming you or your organization without prior written approval. Aggregate language (for example that early childhood programs use CodaClass) without naming you is OK.
12.3 As-is service. CodaClass is provided “as is.” Codachord does not promise uninterrupted service or error-free AI output. To the extent allowed by law, we disclaim implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
12.4 To the extent allowed by law, each party’s total liability under these Terms is limited to the greater of (a) fees you paid to Codachord for CodaClass in the 12 months before the claim or (b) USD $1,000, excluding a party’s breach of confidentiality, Section 6.3 (no training), your indemnity in Section 10, or willful misconduct. Neither party is liable for indirect or consequential damages.
13. Term and termination
13.1 These Terms start when you accept them or first use CodaClass and continue until your account is cancelled or terminated.
13.2 You may cancel by following in-product account cancellation (when available) or by written notice to Codachord (email is fine). We may terminate for material breach if not cured within a reasonable time after notice, or as described in Section 3.3.
13.3 On termination, Sections 4, 6.3, 8–12, 14, and Annex A (when it applied) survive, along with any other terms that by nature should survive.
13.4 If you later enter a separate signed pilot agreement or order that expressly replaces these Terms for a period, that document controls for that period to the extent of conflict.
14. General
14.1 Governing law: State of Delaware, excluding conflict-of-law rules. Exclusive venue: state or federal courts located in Delaware, unless applicable law requires otherwise.
14.2 These Terms (plus the Privacy Policy, any order/plan details, and Annex A when it applies) are the entire agreement for your use of CodaClass. Email amendments are fine if both sides agree. We may update these Terms with notice (email or in-product); continued use after the effective date is acceptance, except where law requires a different process.
14.3 If a provision is unenforceable, the rest remains in effect. Failure to enforce is not a waiver.
14.4 You may not assign these Terms without our consent, except to a successor in connection with a merger or sale of substantially all assets; we may assign to an affiliate or successor.
Annex A: Education records (FERPA) / data processing
Applies only when you are a FERPA-covered educational agency or institution, or you elect these terms in writing. Private centers that are not FERPA schools may ignore this Annex. This Annex is the mini-DPA when it applies. If it conflicts with the body on education records, this Annex controls for those records.
A.1 Roles. You are the controller of education records / Customer Data for service purposes. Codachord is your processor and is designated a “school official” with a legitimate educational interest solely to provide, secure, and support CodaClass for you (and any post-termination retention under Section 8 that you have chosen).
A.2 Use limitation. Codachord will use and disclose education records / Customer Data only as needed to perform under these Terms, as directed by you in writing (email is fine), or as required by law. Codachord will not use education records for marketing to families or for model training (Section 6.3 still applies).
A.3 Redisclosure / subprocessors. Codachord will not redisclose education records except to subprocessors engaged to help provide CodaClass (Section 6), under written or contractual safeguards consistent with this Annex, or as required by law. You authorize the subprocessors disclosed under Section 6; Codachord will provide an updated list on request.
A.4 Parent / eligible student rights. Access, correction, and deletion requests about a child’s education records go to you. Codachord will reasonably assist you (same as Section 1.4). Codachord does not independently fulfill FERPA rights requests for families.
A.5 Security, incidents, retention. Sections 8 and 11 apply to education records under this Annex. On account end or your request, Codachord will return or delete as in Section 8. De-identified / aggregated metrics under Section 8.4 remain allowed if they cannot reasonably identify a student.
A.6 Your responsibility. You remain responsible for FERPA notices, directory-information practices (if any), and deciding what staff and Parents may access in CodaClass. Codachord relies on your instructions and on Section 10 representations.
A.7 Survival. This Annex survives for as long as Codachord retains education records / Customer Data under Section 8, and otherwise as Section 13.3.