Terms of Service

Acceptance of the Agreement

Thank you for your interest in Razor Sparrow LLC (“Razor Sparrow”), which provides the services offered on razorsparrow.com (“Razor Sparrow Website”) and all associated chrome extensions and apps (“GradeTransferer”, “Email-My-Students”, “Calm Wave”, and "SayGrades") their websites, as well as products and services which Razor Sparrow now provides or may provide in the future (collectively, the “Service”).

By using the Service you agree and consent to be legally bound by Razor Sparrow’s Privacy Policy and terms and conditions, which constitute our “Agreement” with you. When you register for an account or gain access and use any part of the Service, you acknowledge that you have read and consented to the terms of this Agreement. If you are using the Service on behalf of an institution that has a separate written agreement with Razor Sparrow, then that agreement governs your use of the Service.

If you are entering into this Agreement on behalf of a business entity or institution, you must represent that you have the legal authority to duly bind that business to this Agreement; in which case the terms “you”, “your” or “Member” shall refer to that business entity or institution. If you do not have such authority, or should you disagree with some of the provisions herein, you can either leave the Service or contact us at [email protected]. We strive to provide useful services for teachers and schools and we strive to update and improve those products; therefore, we welcome your communication and feedback.

Modification to the Agreement

We may modify this Agreement to reflect changes in the law or changes with regard to our Service. You should examine the Agreement on a regular basis to see whether it has been modified. We will post notices of modifications to this Agreement on this page. Changes will become effective when (a) you use the Service after you become aware about the change, or (b) thirty days after they are posted (whichever is sooner). However, changes addressing new functions for a Service or changes made for legal reasons are effective immediately. Your continued use of the Service, following notice of the changes to the Agreement, constitutes your acceptance of our amended terms and/or policies. If you do not agree to the modified Agreement, you must discontinue your use of the Service.

Razor Sparrow will not change how we handle student data (please see our Privacy Policy for details) under this Agreement without advance notice and consent from a School Official or Institution.

Accessing the Service, Security and Account Privacy

We provide our best efforts to keep the Service up and running 24/7, however we cannot guarantee it. We also reserve the right to suspend or restrict access to some features to users. In any case, we will not be liable if for any reason if all or any part of the Service is unavailable at any time or for any period, nor for any data loss.

To access certain features of the Service you have the option of registering by entering your email and choosing a password as part of our security procedures. Alternatively, you can use the secure login provided through Google or Microsoft. In the case of Partnerships and District/Site purchases, accounts may be created for you by us, your district, or school administrator.

There is a password reset procedure in case you forget your password, but please notify us of any breach of security. We highly recommend you choose a strong password and that you log out from your account at the end of every session. You shall be responsible for maintaining the confidentiality of your password and will not share with anyone or let anyone else access your account. You may not transfer your account to anyone without express prior written consent of Razor Sparrow. You represent, warrant and covenant all registration information you submit is truthful and accurate. You must treat such information as confidential, not disclosing it to any third party and only using the Service in person. As custom for internet services, we reserve the right to disable any user account, at any time in our sole discretion for any or no reason, including, if in our opinion you have failed to comply with any provision of the Agreement.

Your privacy is extremely important to us. We take care to limit what information we collect and how it may be used. We further strive to assist you in understanding our policies. Please read our Privacy Policy which explains how we treat personal information and protect privacy. By using our Service, you agree that Razor Sparrow can use such data according to the terms set forth within our Privacy Policy.

Intellectual Property Rights and Restrictions on Your Use Of Our Service

We do our best to keep the Service safe, but we cannot guarantee it. We need your help to keep Razor Sparrow safe, which includes the following commitments by you when using our Service:

You will only use the Service as permitted by law, including applicable export or re-export control laws and regulations.
You will not collect users' content or information, or otherwise access the Service, using automated means (such as harvesting bots, robots, spiders, or scrapers).
You will not collect, solicit or otherwise obtain login information or access an account belonging to someone else.
You will not collect, use or disclose data, including personal information, about other users without their consent or for unlawful purposes or in violation of applicable law or regulations. You will not use the Service to do anything unlawful, deceptive, misleading, illegal, unethical, malicious, or discriminatory.
You will not do anything that could disable, overburden, or impair the proper working or appearance of the Service or prevent other users from using the Service, such as a denial of service attack or interference with page rendering or other Service functionality.
You will not impersonate a Razor Sparrow employee, or any other person, or falsely state or otherwise misrepresent your affiliation with any person or entity.
You will not facilitate or encourage any violations of this Agreement or our policies.

Any violation of the above may be grounds for termination of your right to access or use the Service.

Accounts, Trial Periods, Subscriptions, Payments, Cancellations, and Refunds

Teachers may subscribe for the Service utilizing an in-app-purchase pathway of the Service at any time. A credit card is required to authorize payment at the beginning of the subscription period to use the Service. If the plan is not cancelled by the end of the first billing period, the card supplied will be charged according to the plan selected. Billing cycles are charged annually and accounts with annual subscriptions are sent an email reminder 7 days before the Service subscription automatically renews. You can cancel your plan any time through the customer billing portal, which is available from within the app by clicking the '?' icon (where available), through our website, or by contacting [email protected]. Cancellation will cease auto-renewal of subscriptions, but subscription fees are non-refundable. Any cancellation of the Service will take effect at the end of the current billing cycle. E.g. if your current period ends on June 15th of the year and you cancel on June 3rd, you will continue to have access for the remaining 12 days, your plan will then not automatically renew, and will instead fully cancel on the 15th.

Most apps of the Service offer a 7 day free trial period that commences as soon as the user gains access to the Service after agreeing to the Terms of Service. The trial period may be halted and/or extended at our discretion (while we work to resolve the issue) in the case that a software problem or configuration issue interferes with the proper functioning of the Service. All payments for both individual Teacher subscriptions and School/District subscriptions to the Service are considered final and are not eligible for refund. The only exceptions to this rule are if (1) an individual account is rolled into a District/Site account that is overlapping and being paid for by a business entity or institution, or (2) if within 15 days following renewal of the Service a cancellation and refund request is made by contacting [email protected]. In the case of (1) an overlapping purchase, we may issue a pro-rated refund for the unused portion of the subscription period to avoid double payment for the time period. In the event of (2) a cancellation and refund request subsequent to a renewal charge, for a school/district account we will cancel access to the Service and refund 95% of the charge. In the event of a cancellation and refund request subsequent to a renewal charge for an individual Teacher account we will cancel access to the Service and refund the charge minus a $2 processing fee. If you have any billing issues or questions, you must notify us in writing by email within 15 calendar days of the issue. Any billing issue older than 15 calendar days will not be considered and is not be eligible for refund policy exceptions. Razor Sparrow does not store any credit card information. We utilize the secure and vetted 3rd party system, Stripe (stripe.com), for our credit card payment processing and subscription services.

Experimental and Beta Features

We may provide experimental features for you to try. These experimental and beta features are not guaranteed to work the first time or any time. These features may abruptly cease functioning, cause unexpected behavior, or disappear altogether. Other features of Razor Sparrow are not regularly tested for compatibility with experimental and beta features. Experimental and beta features will be added and old ones removed without notice.

Feedback & User Submitted Communication

We encourage your feedback, in the form of reviews, comments, and suggestions or recommendations for modifications, improvements or changes to the Service that you may choose in your sole discretion to provide us from time to time (“Feedback”). When you provide Feedback, you grant us, under all right, title and interest in and to the Feedback, and a non-exclusive, royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use that Feedback or to incorporate it into the Service or other products or services.

Included in your subscription to the Service is access to certain Content which may have legal protection under copyright, trademark, or similar laws, or as a trade secret. You do not have the right to utilize this Content except through your use of the Service and you do not have the right to distribute it or share it with others.

Your Representations of Lawful User of our Service

You represent and agree that you will not use the Service in a manner that (i) infringes, violates or misappropriates another’s intellectual property rights, rights of publicity or privacy, or other rights; (ii) violates any international, federal, state or local law, statute, ordinance or regulation or which would render Razor Sparrow in violation of any applicable laws or regulations, including without limitation COPPA and FERPA; (iii) is harmful, fraudulent, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable; or (iv) jeopardizes the security of your account in any way, such as allowing someone else access to your account or password, or (v) registering your account in a name of another person with the intent to impersonate that person. Additionally, you represent and warrant that you (i) possess all rights necessary to provide your User Submissions and grant Razor Sparrow the rights above and (ii) you are solely responsible for compliance with the applicable provisions of COPPA and FERPA when you engage in email correspondence, grant access, or provide User Submissions for bug resolution with Razor Sparrow.

Razor Sparrow Technology

Razor Sparrow Technology is protected by copyright and other intellectual property laws. You are not allowed to use, store, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, create derivative works from, display, license, sell or otherwise exploit the Razor Sparrow Technology for any purposes other than as expressly permitted under this Agreement. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of any Razor Sparrow Technology. “Razor Sparrow Marks” means the trademarks, service marks, logos, or any other trade name, trademarks, service marks and other distinctive or proprietary brand features of the Service. All product names, logos, and brands are property of their respective owners. All company, product and service names used in the Service are for identification purposes only. Use of these names, logos, and brands does not imply endorsement.

Termination

This Agreement shall remain in full force and effect while you use the Service. You may terminate your use of the Service or your account at any time by contacting us at [email protected]. Razor Sparrow may suspend or terminate your access to the Service or your account at any time, for any reason (without cause or for your violation of any term of this Agreement), and without warning or notice, which may result in the loss of information associated with your account. Upon termination of your account, your right to use the Service will immediately cease. All provisions of this Agreement which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

Disclaimer of Warranties, Limitations of Liability and Indemnification

Your use of the Service (and any associated content or software) is at your sole risk. The Service is provided "as is" and "as available". We disclaim all warranties and representations of any kind, express, implied, or statutory regarding the Razor Sparrow Technology, Service, and Content, including, without limitation, any implied warranty of quality, accuracy, performance, availability, merchantability, quiet enjoyment, fitness for a particular purpose, title or non-infringement. Without limiting the generality of the foregoing, Razor Sparrow makes no representation or warranty that the Service will meet your requirements, be error free or uninterrupted, that all errors will be corrected, or that the services are bug free. You agree that you will use it carefully and avoid using it in ways which might result in any loss of your or any third party's property, data, or information.

We provide the Service using a commercially reasonable level of skill and care and we hope that you will enjoy using it, however under no legal theory, including, but not limited to negligence, shall Razor Sparrow or its successors, affiliates, contractors, employees, licensors, partners, or agents, be liable to you for any direct, indirect, incidental, special, consequential, intangible, or exemplary damages resulting from your use of the Service. You agree to defend, indemnify and hold us harmless from and against any and all claims, damages, losses, demands, settlements, liability costs and expenses of any kind (including but not limited to attorney's fees) arising from any claim or demand made by any third party relating to or arising out of (i) your access to, use, or misuse of the Service, (ii) your violation of this Agreement (including any failure to obtain or provide any necessary consent and/or violation of applicable laws or regulations), or (iii) the infringement by you or any third party using your account of any intellectual property or other right of any person or entity, including in connection with any User Submissions such as email communications, access to and/or copies of information or services that you may provide to Razor Sparrow.

You acknowledge that you have only a limited, non-exclusive, non-transferable subscription to use the Service. In no event will Razor Sparrow or its successors, affiliates, contractors, employees, licensors, partners or agents, be liable to you in the aggregate (for all potential claims by you) for any damages incurred in excess of any fees you have actually paid to Razor Sparrow for use of the Service in the 12 months prior to the events giving rise to the claim.

Miscellaneous

The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder. Razor Sparrow shall not be liable for any failure to perform its obligations where such failure results from any cause beyond Razor Sparrow's reasonable control. Unless and solely to the extent that you or your Institution have a separate written agreement with Razor Sparrow that governs your use of the Service (in which case such agreement will control), you agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that the Agreement may not be modified, except as otherwise provided herein. This Agreement and any subsequent versions of this Agreement posted to the Website will be deemed a writing signed by both parties. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Razor Sparrow in any respect whatsoever.

Governing Law and Jurisdiction

These Terms of Service and any dispute or claim arising out of, or related to them, shall be governed by and construed in accordance with the internal laws of the Commonwealth of Puerto Rico without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of, or related to, these Terms of Service or the Website shall be instituted exclusively in the federal courts of the United States located in Puerto Rico or the courts of the Commonwealth of Puerto Rico.

Waiver and Severability

Our failure to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Razor Sparrow LLC and governs your use of the Service, superseding any prior agreements (including, but not limited to, any prior versions of the Terms of Service). If any provision of these Terms of Service is held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.

Support

We welcome any comments, questions, and communication at [email protected]

Notice

These policies are subject to change from time to time. You are advised to consult this Agreement and Disclaimer regularly for any changes, and your continued use of the Site, Products, and/or Services after such changes have been made constitutes acceptance of those changes.