These Terms of Service (the "Terms") govern your access to and use of the Gakimas language-learning platform and related websites, applications, and services (collectively, the "Services") provided by Gakimas LLC, a Pennsylvania limited liability company with its principal place of business at 100 Academy Drive, Mercersburg, PA 17236 ("Gakimas," "we," "our," or "us").
By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services.
These Terms apply to all users of the Services, including school administrators, teachers, and students (each, a "User"). The commercial relationship between Gakimas and a contracting school (the "School") is governed by a separate written subscription, order form, or services agreement (the "Subscription") and, where applicable, a Data Processing Agreement (the "DPA"). In the event of a conflict between these Terms and the Subscription or DPA, the Subscription or DPA controls as to the contracting School.
1. Eligibility and Acceptance
1.1 School authorization. The Services are made available to Users through their School. You may use the Services only if your School has authorized you to do so.
1.2 Age. The Services are directed to Users aged 13 and older. If you are under 13, you may use the Services only if your School has obtained any verifiable parental consent required under the Children's Online Privacy Protection Act (15 U.S.C. § 6501 et seq.) and authorizes your use.
1.3 Authority to accept. If you are accepting these Terms on behalf of an organization, you represent that you have authority to bind that organization. If you are a minor, your School (and, where applicable, your parent or guardian) accepts these Terms on your behalf.
1.4 Acceptance by use. You accept these Terms by accessing or using the Services. We do not require you to sign a copy of these Terms.
2. The Services
2.1 Description. Gakimas provides an AI-powered language learning platform that enables Users to engage in voice conversations with an AI tutor, with real-time speech-to-text transcription, AI-generated responses, text-to-speech audio, and educational analytics for the User's School.
2.2 No medical, legal, or professional advice. The Services are an educational tool. Content generated by the Services, including AI-generated tutor responses and analyses, is for educational purposes only and does not constitute medical, psychological, legal, financial, or other professional advice.
2.3 Configuration by School. Many features of the Services (including the language taught, the active unit, weekly time goals, and quotas) are configured by the User's School. Gakimas does not warrant any particular configuration; that responsibility lies with the School.
3. Accounts and Authentication
3.1 Account credentials. Accounts are provisioned by your School or its authorized administrator. You are responsible for maintaining the confidentiality of your credentials and for all activities that occur under your account.
3.2 Accuracy. You agree to provide and maintain accurate account information.
3.3 Notice of unauthorized use. You agree to notify your School and Gakimas promptly upon learning of any unauthorized use of your account.
3.4 Multi-factor authentication. Where Gakimas requires multi-factor authentication for administrative or staff accounts, you agree to enable and maintain it.
4. Acceptable Use
You will not, and will not authorize others to:
- use the Services in violation of applicable law;
- impersonate another person or misrepresent your affiliation with any person or entity;
- attempt to gain unauthorized access to the Services, other Users' accounts, or systems or networks connected to the Services;
- probe, scan, or test the vulnerability of the Services without prior written authorization from Gakimas;
- interfere with, disrupt, or impose an unreasonable load on the Services;
- scrape, crawl, or harvest data from the Services using automated means;
- reverse engineer, decompile, or otherwise attempt to derive source code from the Services, except to the extent such restriction is prohibited by law;
- resell, sublicense, or otherwise commercially exploit the Services or any portion of them, except as expressly permitted by your School's Subscription;
- use the Services to harass, abuse, defame, threaten, or otherwise harm any person, including any minor;
- submit content that is obscene, sexually explicit, hateful, violent, defamatory, or unlawful;
- submit prompt-injection attacks or otherwise abuse the artificial intelligence components of the Services to elicit content that violates these Terms or applicable law;
- use the Services to develop a competing product or to train a machine learning model on content generated by or input into the Services; or
- circumvent or attempt to circumvent any access controls, quotas, rate limits, or other technical restrictions implemented in the Services.
5. AI-Generated Content
5.1 Nature of AI output. The Services include responses, transcriptions, scores, and analyses generated by artificial intelligence. AI-generated content may be inaccurate, incomplete, biased, or otherwise unsuitable for a particular purpose. You should not rely on AI-generated content as a sole source of fact, advice, or assessment.
5.2 Educational use only. AI-generated content is provided for language-learning practice. It is not a substitute for professional instruction, evaluation, certification, or advice.
5.3 No guarantee of accuracy. Gakimas does not warrant that AI-generated content is accurate, complete, current, or fit for any particular purpose, including any official assessment of language proficiency.
6. Intellectual Property
6.1 Gakimas IP. Gakimas and its licensors retain all right, title, and interest in and to the Services, including all software, models, designs, content, and trademarks. Except for the limited license granted in Section 6.2, no rights are transferred to you.
6.2 Limited license. Subject to your compliance with these Terms and the applicable Subscription, Gakimas grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for the educational purposes authorized by your School during the term of the Subscription.
6.3 Feedback. If you provide Gakimas with feedback or suggestions about the Services, Gakimas may use that feedback for any purpose without obligation to you.
7. User and School Content
7.1 Content you submit. You may submit voice input, text, configurations, and other content through the Services (collectively, "User Content"). As between Gakimas and the User, the User retains ownership of User Content the User originates, subject to the School's rights as the educational institution.
7.2 School ownership of student records. Where User Content constitutes a student education record under FERPA or otherwise pertains to a student, ownership and control of that content rest with the School consistent with the DPA and applicable law.
7.3 License to Gakimas. You grant Gakimas a worldwide, royalty-free, non-exclusive license to host, copy, transmit, transcribe, process, and otherwise use User Content solely as necessary to provide, secure, maintain, and improve the Services for your School. This license terminates with respect to your User Content when the content is deleted from the Services, except for backup copies retained on normal rotation and as required by law.
7.4 No training on student content. Gakimas does not, and will not permit its sub-processors to, use student content to train, fine-tune, or otherwise improve generally available artificial intelligence models.
7.5 De-identified aggregate data. Gakimas may generate de-identified aggregate data from User Content and use such de-identified aggregate data to develop and improve the Services. Gakimas will not attempt to re-identify de-identified data.
8. Service Availability and Modifications
8.1 Reasonable efforts. Gakimas uses commercially reasonable efforts to make the Services available, but does not warrant that the Services will be uninterrupted, error-free, or available at any particular level of performance.
8.2 Maintenance. Gakimas may schedule maintenance, perform updates, and make modifications to the Services from time to time. Gakimas may, but is not obligated to, provide advance notice of planned maintenance.
8.3 Beta features. Gakimas may from time to time offer features designated as beta, preview, or experimental. Such features are provided "as is" without any warranty and may be modified or discontinued at any time without notice.
9. Suspension and Termination
9.1 Suspension by Gakimas. Gakimas may suspend or terminate your access to the Services if (a) you violate these Terms or any other agreement governing your use of the Services; (b) Gakimas reasonably believes such action is necessary to protect the security or integrity of the Services or to protect other Users; or (c) the Subscription under which your account was provisioned terminates or expires. Where suspension or termination is based on (a) above, Gakimas will provide thirty (30) days' written notice and an opportunity to cure the material breach before terminating, except where Gakimas reasonably believes immediate suspension is necessary to protect the security or integrity of the Services or to protect other Users.
9.2 Termination by you. You may stop using the Services at any time. To delete your account, contact your School administrator.
9.3 Effect of termination. Upon termination, your right to access the Services ceases. Sections that by their nature should survive termination (including Sections 4, 5, 6, 7, 10, 11, 12, 14, and 16) survive.
10. Disclaimers
10.1 "As is." EXCEPT AS EXPRESSLY SET FORTH IN A WRITTEN AGREEMENT BETWEEN GAKIMAS AND YOUR SCHOOL, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
10.2 No warranty. GAKIMAS SPECIFICALLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
10.3 No reliance. GAKIMAS DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THEY WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT AI-GENERATED CONTENT WILL BE ACCURATE OR COMPLETE.
10.4 Jurisdictions. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES; IN SUCH JURISDICTIONS THE EXCLUSIONS IN THIS SECTION 10 APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
11. Limitation of Liability
11.1 Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GAKIMAS'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, UNDER ANY THEORY OF LIABILITY, WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY YOUR SCHOOL TO GAKIMAS UNDER THE APPLICABLE SUBSCRIPTION IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).
11.2 Excluded damages. IN NO EVENT WILL GAKIMAS BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUES, LOST DATA, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.3 No effect on DPA. Nothing in this Section 11 limits any liability allocations in the DPA between Gakimas and a contracting School. As to the contracting School, the DPA controls.
11.4 Jurisdictions. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF CERTAIN DAMAGES; IN SUCH JURISDICTIONS THE LIMITATIONS IN THIS SECTION 11 APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
12. No Indemnification
Each party is responsible for its own losses, defense costs, and any third-party claims arising in connection with these Terms or use of the Services. Neither party indemnifies, defends, or holds harmless the other. Damages as between the parties remain subject to Section 11 (Limitation of Liability). Each party will reasonably cooperate with the other in good faith if a third-party claim materially affects the operation of the Services or the user's use of them.
13. Privacy
Your use of the Services is also governed by our Privacy Policy, available at gakimas.com/privacy. The Privacy Policy describes how we collect, use, and protect information through the Services. Where your School has signed a DPA with Gakimas, the DPA governs the processing of student data.
14. Governing Law and Disputes
14.1 Governing law. These Terms are governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict-of-laws principles.
14.2 Venue. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Franklin County, Pennsylvania, for any dispute arising out of or related to these Terms. The Parties waive any objection to such jurisdiction and venue based on inconvenience.
14.3 Informal resolution. Before filing a claim, you agree to attempt to resolve the dispute informally by contacting us at [email protected]. We will attempt to resolve the dispute informally within thirty (30) days.
15. Changes to These Terms
Gakimas may update these Terms from time to time. The version and "Last updated" date at the top of these Terms reflect the current version. Material changes will be communicated by reasonable means (such as in-product notice or email to School administrators). Your continued use of the Services after the effective date of an updated version constitutes acceptance of the updated Terms. If you do not agree to an updated version, you must stop using the Services.
16. General
16.1 Entire agreement. These Terms, together with the Privacy Policy and (where applicable) the Subscription and DPA, constitute the entire agreement between you and Gakimas regarding the Services and supersede any prior or contemporaneous understandings.
16.2 No assignment by you. You may not assign or transfer these Terms or any rights or obligations under them without Gakimas's prior written consent. Gakimas may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
16.3 No waiver. No failure or delay by Gakimas in exercising any right under these Terms operates as a waiver of that right.
16.4 Severability. If any provision of these Terms is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.
16.5 No third-party beneficiaries. Except as expressly stated in these Terms, there are no third-party beneficiaries to these Terms.
16.6 Force majeure. Gakimas is not liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, network or infrastructure failures, or denial-of-service attacks.
16.7 Independent contractors. The Parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship.
16.8 Notices to Gakimas. Notices to Gakimas under these Terms must be sent to [email protected] or to Gakimas LLC, 100 Academy Drive, Mercersburg, PA 17236.
Contact
Questions about these Terms? Contact us at [email protected].
End of Terms of Service v1.1.0.