Terms and Conditions

Effective Date: April 22, 2026 · Last Updated: April 22, 2026

**IMPORTANT NOTICE REGARDING ARBITRATION AND CLASS ACTION WAIVER: THESE TERMS CONTAIN A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER IN SECTION 15. BY AGREEING TO THESE TERMS, YOU AGREE THAT DISPUTES BETWEEN YOU AND PKL WILL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING INDIVIDUAL ARBITRATION ADMINISTERED BY JAMS, AND NOT IN COURT BEFORE A JUDGE OR JURY. YOU WAIVE YOUR RIGHT TO PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. YOU HAVE THE RIGHT TO OPT OUT OF ARBITRATION AS DESCRIBED IN SECTION 15. IF YOU DO NOT WISH TO BE BOUND BY THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER, YOU MUST NOT USE THE SERVICES. PLEASE READ THESE TERMS AND CONDITIONS OF SERVICE CAREFULLY. BY ACCESSING OR USING THE PKL PLATFORM, CREATING AN ACCOUNT, OR CLICKING "I AGREE," YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS (THE "TERMS"). IF YOU DO NOT AGREE, DO NOT USE THE SERVICES.

These Terms constitute a binding legal agreement between you and ThinkPKL, Inc. (doing business as "PKL," "we," "us," or "our"), a California corporation, governing your access to and use of the PKL platform available at thinkpkl.com and any associated mobile applications, features, or services (collectively, the "Services").

If you are entering into these Terms on behalf of a school, school district, or other educational institution (each, a "School"), you represent and warrant that you have the authority to bind that institution to these Terms. In that case, "you" and "your" refer to that institution and its authorized users.

SECTION 1. DEFINITIONS

The following defined terms are used throughout these Terms. Capitalized terms not defined below have the meaning given to them in context.

"AI Output" means any text, feedback, counterargument, score, suggestion, or other content generated by PKL's artificial intelligence features in response to User Content or user prompts, including without limitation feedback generated through the Essay Workshop and responses generated through the Think Again Feature. "Essay Workshop" means PKL's AI-assisted writing and essay development feature through which students submit written work and receive structured feedback. "Librarian Feature" means PKL's searchable corpus interface that allows users to query PKL's indexed content library. "PKL Content" means all content, materials, text, data, software, graphics, images, audio, video, and other information owned or licensed by PKL and made available through the Services, including the Librarian corpus, platform architecture, and proprietary prompt engineering. PKL Content does not include User Content. "School" means any educational institution, school district, or authorized school administrator that has entered into a School Subscription Agreement with PKL or registered a school account. "School Subscription Agreement" means the separate institutional agreement between PKL and a School governing school-wide access to the Services, including applicable data processing, FERPA, and AB 1584 compliance provisions. "Services" means the PKL platform accessible at thinkpkl.com, including the Essay Workshop, Think Again Feature, Librarian Feature, all associated web and mobile applications, and any new features or updates PKL may introduce from time to time. "Student User" means any individual who accesses the Services using a student account, whether directly or through a School account. "Sub-Processor" means any third-party service provider engaged by PKL to process User Content in connection with the delivery of the Services, including OpenAI (for AI inference) and Supabase (for data storage). "Subscription" means a paid or free-tier access plan for the Services, as further described in Section 8. "Subscription Fees" means the fees applicable to a paid Subscription tier, as published on PKL's pricing page and incorporated into these Terms by reference. "Teacher User" means any individual who accesses the Services using a teacher or educator account. "Terms" means these Terms and Conditions of Service, together with PKL's Privacy Policy (available at thinkpkl.com/privacy) and any School Subscription Agreement applicable to your account, each of which is incorporated herein by reference. "Think Again Feature" means PKL's AI-powered dialectic engine that presents counterarguments, challenges user claims, and facilitates structured critical thinking exercises in response to User Content. "User Content" means any text, essays, responses, annotations, or other materials that you submit to, post on, or transmit through the Services, including without limitation essays submitted through the Essay Workshop and exchanges conducted through the Think Again Feature.

SECTION 2. ELIGIBILITY AND ACCOUNT REGISTRATION

2.1 Age Requirements

The Services are intended for users who are at least thirteen (13) years of age. By creating an account or using the Services, you represent and warrant that you are at least 13 years old. PKL does not knowingly permit direct account registration by children under the age of 13. If you are under 13, you may only access the Services through a School account where your School has entered into a School Subscription Agreement and is acting in compliance with the Children's Online Privacy Protection Act ("COPPA") on your behalf.

If PKL discovers that a user under the age of 13 has registered a direct consumer account without School authorization, PKL will terminate that account and delete associated data promptly and without notice.

2.2 Account Registration

To use the Services, you must create an account. During registration, you agree to:

  • Provide accurate, current, and complete information about yourself (or, for School accounts, about the institution);
  • Maintain and promptly update your account information to keep it accurate and current;
  • Keep your password and account credentials confidential and not share them with any third party;
  • Notify PKL immediately at legal@thinkpkl.com of any unauthorized use of your account or any other security breach; and
  • Accept responsibility for all activity that occurs under your account.

PKL reserves the right to reject any registration or terminate any account in its sole discretion, including where PKL has reason to believe that submitted information is inaccurate, incomplete, or fraudulent.

2.3 Teacher Users and School Administrators

Teacher Users who register on behalf of a School represent and warrant that they are authorized employees or agents of that School and have authority to bind the School to these Terms. If a School has entered into a separate School Subscription Agreement, that agreement controls to the extent it conflicts with these Terms. Teacher Users are responsible for managing student account access within their assigned classes, for complying with applicable school and district policies, and for ensuring that Student Users use the Services in accordance with these Terms.

2.4 Student Users

Student Users who are under 18 years of age may only use the Services with the express consent of a parent, guardian, or their School. Where a Student User accesses the Services through a School account, the School's acceptance of the School Subscription Agreement or these Terms constitutes the necessary parental or guardian consent under COPPA's school operator exception for students under 13, and satisfies applicable consent requirements for students aged 13 through 17.

2.5 Single Sign-On

PKL may permit account creation and login via third-party single sign-on services (such as Google). By using a single sign-on option, you authorize PKL to access the account information provided by that third-party service in accordance with that service's terms and privacy settings. PKL's use of information received through single sign-on is governed by the PKL Privacy Policy.

SECTION 3. THE SERVICES

3.1 Description of Services

PKL is an educational platform designed to develop critical thinking, argumentation, and writing skills in students, primarily at the secondary school level. The Services include:

  • The Essay Workshop, through which Student Users submit written work and receive AI-generated feedback on argumentation, structure, evidence, and clarity;
  • The Think Again Feature, through which the PKL AI presents counterarguments, challenges assertions, and facilitates structured Socratic dialogue in response to student claims and essays;
  • The Librarian Feature, through which users may query PKL's indexed corpus of curated content; and
  • Teacher and administrative dashboards, through which Teacher Users may assign tasks, monitor student progress, and review student submissions.

3.2 Free and Paid Tiers

PKL offers both free and paid access to the Services. Free-tier accounts provide limited access to certain features. PKL reserves the right to modify, restrict, or discontinue features available in the free tier at any time without notice. Paid Subscription tiers are described in Section 8.

3.3 Changes to the Services

PKL is continuously developing the Services. We reserve the right at any time to modify, suspend, or discontinue the Services or any feature thereof, with or without notice. PKL will use commercially reasonable efforts to provide advance notice of material changes to the Services. PKL will not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.

3.4 Third-Party Services and Integrations

The Services may contain links to or integrations with third-party websites, services, or applications that are not owned or controlled by PKL. PKL does not control, and assumes no responsibility for, the content, privacy policies, or practices of any third-party service. Your use of any third-party service is governed solely by that service's own terms and policies. PKL encourages you to review the terms and privacy policies of any third-party service you access through or in connection with the Services.

SECTION 4. LICENSE GRANT AND RESTRICTIONS

4.1 License to Users

Subject to your compliance with these Terms, PKL grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your personal, non-commercial, educational purposes (or, for School accounts, for the educational purposes of your institution). This license does not include the right to:

  • Download, copy, or reproduce any PKL Content except as expressly permitted within the functionality of the Services;
  • Modify, adapt, translate, or create derivative works based on any PKL Content;
  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of any aspect of the Services, including the Think Again engine or Essay Workshop AI;
  • Use any automated tools, bots, scrapers, or similar mechanisms to access, collect, or index PKL Content or user data;
  • Frame or mirror any portion of the Services on any other website or application without PKL's prior written consent; or
  • Use the Services or PKL Content for any commercial purpose, including resale, redistribution, or incorporation into competing products.

4.2 PKL's Rights

PKL retains all right, title, and interest in and to the Services and all PKL Content, including all intellectual property rights therein. These Terms do not grant you any rights in PKL's trademarks, service marks, logos, or trade names. All rights not expressly granted to you under these Terms are reserved by PKL.

4.3 Prohibition on Training Competing Models

You may not use the Services, PKL Content, or AI Output to develop, train, fine-tune, or improve any artificial intelligence model, natural language processing system, or other machine learning system, whether for your own use or for distribution to third parties. This prohibition applies regardless of whether such development is commercial or non-commercial in nature. PKL considers any such use to be a material breach of these Terms entitling PKL to immediate termination and injunctive relief.

4.4 Feedback

If you provide PKL with any feedback, suggestions, ideas, or other input regarding the Services ("Feedback"), you hereby grant PKL a perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify, distribute, and incorporate such Feedback into the Services or other products without any obligation of compensation, attribution, or confidentiality to you.

SECTION 5. USER CONTENT

5.1 Ownership of User Content

As between you and PKL, you retain ownership of User Content you submit to the Services. PKL does not claim ownership of your essays, think-again exchanges, or other User Content.

5.2 License Grant to PKL

By submitting User Content to the Services, you grant PKL a limited, non-exclusive, worldwide, royalty-free license to:

  • Store, reproduce, and display your User Content within the Services for the purpose of providing the Services to you and, where applicable, to your Teacher User;
  • Transmit your User Content to PKL's Sub-Processors (including OpenAI) in anonymized form, with your legal name and email address stripped, for the purpose of generating AI Output; and
  • Use de-identified, aggregated User Content for the purpose of improving, developing, and operating the Services, subject to the anonymization commitments in Section 5.4 and the Privacy Policy.

This license is granted for as long as your User Content is stored with PKL and terminates upon deletion of your User Content or account as described in Section 5.5.

5.3 Teacher and Administrator Visibility

When you submit User Content through a class or assignment associated with a Teacher User's account:

  • Your Teacher User will be able to view your User Content and provide annotations or feedback within the Services;
  • School administrators with access to your School's account may access aggregate usage data and, where authorized by the School under its School Subscription Agreement, individual User Content; and
  • Other Student Users will not be able to view your User Content. PKL does not facilitate peer-review sharing of student essays without the explicit consent of both the Student User and the applicable Teacher User.

5.4 AI Sub-Processing and Anonymization

PKL uses OpenAI's API to power the Essay Workshop and Think Again Feature. Before any User Content is transmitted to OpenAI or any other Sub-Processor for AI inference:

  • Your legal name and email address will be stripped from the User Content;
  • School or district identifiers will be removed; and
  • The transmission will occur via PKL's secure backend proxy, not directly from your client device.

PKL does not permit OpenAI or any other Sub-Processor to use your User Content to train, fine-tune, or otherwise improve their own AI models. PKL's agreements with its Sub-Processors include this prohibition.

PKL may use de-identified and aggregated User Content (from which all personally identifiable information has been removed) to develop, improve, and optimize PKL's own platform features and algorithms.

5.5 Deletion of User Content

Upon termination of your account, PKL will delete your User Content from its active systems within thirty (30) days, subject to any legal hold obligations or school data retention requirements. De-identified, aggregated data derived from your User Content may be retained after deletion of your account.

For School accounts, PKL will return or destroy student User Content in accordance with the applicable School Subscription Agreement and, where applicable, California Education Code Section 49073.1 (AB 1584).

5.6 Your Representations Regarding User Content

By submitting User Content, you represent and warrant that:

  • You own or have all necessary rights to submit the User Content;
  • The User Content does not infringe the intellectual property rights, privacy rights, or other rights of any third party;
  • The User Content complies with all applicable laws and regulations; and
  • The User Content does not violate the Acceptable Use Policy set forth in Section 6.

SECTION 6. ACCEPTABLE USE POLICY

6.1 Permitted Use

The Services are designed to help students develop their writing, argumentation, and critical thinking skills. You are permitted to use PKL's AI features to:

  • Receive feedback on your own original work;
  • Engage with AI-generated counterarguments as part of a structured learning exercise;
  • Explore the Librarian corpus for educational research; and
  • Complete assignments set by your Teacher User.

6.2 Prohibited Conduct

You agree that you will not use the Services to:

  • Submit, upload, post, or transmit any content that is unlawful, defamatory, obscene, harassing, threatening, abusive, or otherwise objectionable;
  • Impersonate any person or entity, or falsely represent your affiliation with any person or entity;
  • Submit third-party copyrighted content as your own original work;
  • Attempt to circumvent, disable, or interfere with any security feature, access control, or functionality of the Services;
  • Use the Services in any manner that could damage, overburden, or impair PKL's servers or infrastructure;
  • Access the Services by automated means (bots, scrapers, crawlers) without PKL's prior written consent;
  • Use the Services or AI Output to engage in academic fraud, including submitting AI-generated text as your own original work to a third party (such as a school, university, or examination body) in violation of that party's academic integrity policies; or
  • Use the Services for any commercial purpose not expressly authorized by PKL, including reselling access to the Services or using PKL's outputs to build a competing product.

6.3 Academic Integrity Notice

PKL is designed to assist students in developing their own thinking and writing — not to replace it. PKL encourages users to engage authentically with AI-generated feedback, to think critically about AI Output, and to use PKL's features as a scaffold for developing original work. The use of AI Output as a substitute for original student work, submitted to a school, university, or other institution in violation of that institution's academic integrity policies, is prohibited by these Terms. PKL is not responsible for ensuring compliance with any third party's academic integrity policies, but PKL will cooperate with Schools in investigating potential violations where authorized to do so under a School Subscription Agreement.

6.4 Enforcement

PKL reserves the right, but assumes no obligation, to monitor use of the Services for violations of this Acceptable Use Policy. PKL may, in its sole discretion, remove any User Content that violates this Policy, suspend or terminate any account responsible for violations, and report suspected illegal activity to appropriate law enforcement authorities. PKL's failure to enforce any provision of this Policy in a particular instance does not waive PKL's right to enforce it in the future.

SECTION 7. AI FEATURES — DISCLAIMER AND EDUCATIONAL PURPOSE

7.1 Nature of AI Output

PKL's AI features — including the Essay Workshop and the Think Again Feature — are designed to challenge, provoke, and expand student thinking. As part of this pedagogical design:

  • The Think Again Feature is specifically designed to present counterarguments, challenge student claims, and advocate for positions that may differ from or directly oppose the student's expressed views. This is a feature, not an error or a reflection of PKL's institutional positions.
  • AI Output may be incomplete, inaccurate, one-sided, or inappropriate for a given context. Users should not rely on AI Output as a definitive, authoritative, or final answer on any subject.
  • AI Output does not constitute legal advice, political opinion, medical advice, factual determination, or any other form of professional advice.
  • AI Output reflects the limitations of current large language model technology and may contain hallucinations, factual errors, or logically flawed arguments.

7.2 User Responsibility for AI Output

It is your responsibility, and where applicable the responsibility of your Teacher User, to critically evaluate all AI Output for accuracy, appropriateness, and relevance. PKL encourages users to treat AI Output as a starting point for reflection and further inquiry — not as a conclusion. PKL is not liable for any decisions made, actions taken, or reliance placed upon AI Output.

7.3 No Endorsement of AI Positions

PKL does not endorse, adopt, or stand behind the positions, arguments, or views expressed in any AI Output. PKL's Think Again Feature is designed to model argumentative reasoning and to expose students to perspectives different from their own; the positions generated are illustrative and educational in nature and do not represent PKL's views, values, or institutional positions on any political, social, ethical, or factual matter.

7.4 AI Output Not a Substitute for Human Instruction

The Services are intended to supplement, not replace, human instruction. AI Output is not a substitute for teacher feedback, professional mentorship, or human editorial judgment. Schools and Teacher Users are encouraged to provide appropriate human oversight and context when incorporating PKL's AI features into their curricula.

SECTION 8. SUBSCRIPTIONS, PAYMENT, AND RENEWAL

8.1 Subscription Tiers

PKL offers free and paid Subscription tiers. The features available under each tier are described on PKL's pricing page at thinkpkl.com/pricing, which is incorporated into these Terms by reference. PKL reserves the right to modify the features available in any tier, introduce new tiers, or discontinue existing tiers upon notice to subscribers.

8.2 Subscription Fees and Billing

Paid Subscription Fees, billing cycles, and payment terms are as set forth on PKL's pricing page. By subscribing to a paid tier, you authorize PKL (or its designated payment processor) to charge the applicable Subscription Fees to your designated payment method on the schedule indicated at the time of purchase. All fees are stated in U.S. dollars and are non-refundable except as expressly provided in Section 8.5 or as required by applicable law.

8.3 Automatic Renewal — IMPORTANT NOTICE (CALIFORNIA RESIDENTS)

NOTICE TO CALIFORNIA RESIDENTS: PURSUANT TO CALIFORNIA BUSINESS AND PROFESSIONS CODE SECTION 17600 ET SEQ., YOUR PAID SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH BILLING CYCLE AT THE THEN-CURRENT SUBSCRIPTION RATE UNLESS YOU CANCEL BEFORE THE RENEWAL DATE. PKL WILL SEND YOU A RENEWAL REMINDER AT LEAST [TBD] DAYS BEFORE YOUR RENEWAL DATE. YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME BY [CANCELLATION METHOD TBD] OR BY CONTACTING US AT legal@thinkpkl.com. CANCELLATION WILL TAKE EFFECT AT THE END OF THE CURRENT BILLING PERIOD AND YOU WILL RETAIN ACCESS TO PAID FEATURES THROUGH THAT DATE. PKL WILL NOT PROVIDE A PARTIAL-PERIOD REFUND UNLESS REQUIRED BY APPLICABLE LAW.

[NOTE: Specific renewal timing, cancellation notice period, and cancellation method to be inserted upon finalization of pricing and product structure.]

8.4 Price Changes

PKL reserves the right to change Subscription Fees at any time. PKL will provide at least thirty (30) days' advance notice of any price change to affected subscribers via email or notice within the Services. Your continued use of the paid Services after a price change takes effect constitutes your acceptance of the new Subscription Fees.

8.5 Refunds

Except as required by applicable law or as otherwise stated in a School Subscription Agreement, all Subscription Fees are non-refundable. If you believe you have been charged in error, please contact PKL at legal@thinkpkl.com within thirty (30) days of the charge and PKL will investigate.

8.6 Free Trials

PKL may offer free trial periods for paid Subscription tiers. If you sign up for a free trial and do not cancel before the end of the trial period, your trial will automatically convert to a paid Subscription and you will be charged the applicable Subscription Fees. You may cancel a free trial at any time before it ends to avoid being charged.

8.7 School Subscriptions

School accounts are governed by the applicable School Subscription Agreement, which may contain billing, payment, and renewal terms that differ from this Section 8. In the event of any conflict between this Section 8 and a School Subscription Agreement, the School Subscription Agreement controls.

SECTION 9. INTELLECTUAL PROPERTY AND DMCA

9.1 PKL's Intellectual Property

PKL owns all right, title, and interest in and to the Services and all PKL Content, including all patent rights, copyright rights, trademark rights, trade secret rights, and other intellectual property rights worldwide. The PKL name, logo, and all related marks are trademarks of PKL Technologies, Inc.. Nothing in these Terms grants you any right to use PKL's trademarks, service marks, or trade names.

9.2 Copyright Compliance

PKL respects the intellectual property rights of others and expects its users to do the same. Users may not upload, post, or submit User Content that infringes any third party's copyright. PKL responds to notices of alleged copyright infringement in accordance with the Digital Millennium Copyright Act ("DMCA"), 17 U.S.C. § 512.

9.3 DMCA Notice Procedure

If you believe that your copyrighted work has been used or displayed on the Services in a way that constitutes copyright infringement, please send a written notice to PKL's designated DMCA agent containing:

  • A physical or electronic signature of the copyright owner or authorized agent;
  • Identification of the copyrighted work claimed to have been infringed;
  • Identification of the infringing material and information reasonably sufficient to permit PKL to locate it;
  • Your contact information (address, telephone number, email address);
  • A statement that you have a good faith belief that the use is not authorized; and
  • A statement under penalty of perjury that the information in the notice is accurate and you are the copyright owner or authorized to act on the owner's behalf.

DMCA notices should be sent to: legal@thinkpkl.com. PKL will respond to valid DMCA notices in accordance with applicable law. Repeat infringers' accounts will be terminated.

SECTION 10. PRIVACY

PKL's collection, use, and disclosure of personal information through the Services is governed by PKL's Privacy Policy, available at thinkpkl.com/privacy, which is incorporated into these Terms by reference. By using the Services, you consent to PKL's data practices as described in the Privacy Policy. For School accounts, data processing is also governed by the applicable School Subscription Agreement and, where applicable, PKL's Data Processing Addendum.

SECTION 11. CONFIDENTIALITY

PKL treats your account information and User Content with the confidentiality obligations described in the Privacy Policy. In the course of using the Services, PKL may provide you with access to information or materials that PKL designates as confidential or that a reasonable person would understand to be confidential ("Confidential Information"). You agree not to disclose, reproduce, or use any Confidential Information except as necessary to use the Services, and to take reasonable precautions to protect the confidentiality of such information.

SECTION 12. DISCLAIMERS AND WARRANTIES

12.1 Services Provided As-Is

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PKL EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

12.2 No Warranty Regarding AI Output

PKL DOES NOT WARRANT THAT AI OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE, OR FREE FROM ERROR. AI OUTPUT IS PROVIDED FOR EDUCATIONAL EXPLORATION ONLY. PKL MAKES NO REPRESENTATION THAT USE OF THE SERVICES WILL IMPROVE A USER'S ACADEMIC PERFORMANCE, WRITING QUALITY, TEST SCORES, OR EDUCATIONAL OUTCOMES.

12.3 No Warranty of Uninterrupted Service

PKL DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. PKL DOES NOT WARRANT THAT THE SERVERS THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

12.4 Jurisdiction-Specific Limitations

Some jurisdictions do not allow the exclusion of implied warranties. To the extent such exclusions are not permitted under applicable law, the foregoing disclaimers apply to the maximum extent permitted.

SECTION 13. LIMITATION OF LIABILITY

13.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PKL, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF PKL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Aggregate Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PKL'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL SUBSCRIPTION FEES PAID BY YOU TO PKL DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

13.3 Exclusions

The limitations in this Section 13 do not apply to: (a) damages arising from PKL's gross negligence or willful misconduct; (b) PKL's indemnification obligations, if any; or (c) liability that cannot be excluded or limited under applicable law, including liability under consumer protection statutes that cannot be waived.

13.4 Basis of the Bargain

You acknowledge that PKL has offered the Services at the Subscription Fees (including free tiers at no charge) and entered into these Terms in reliance upon the warranty disclaimers and the limitations of liability set forth herein, that such disclaimers and limitations reflect a reasonable and fair allocation of risk between the parties, and that such disclaimers and limitations form an essential basis of the bargain between the parties.

SECTION 14. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless PKL and its affiliates, officers, directors, employees, agents, licensors, and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

  • Your use of the Services in violation of these Terms;
  • Your User Content, including any claim that your User Content infringes the intellectual property rights, privacy rights, or other rights of a third party;
  • Your violation of any law or the rights of a third party; or
  • Your School's failure to comply with applicable privacy, data protection, or student privacy laws (for School accounts).

SECTION 15. DISPUTE RESOLUTION — MANDATORY ARBITRATION

15.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to contact PKL at legal@thinkpkl.com and provide a written description of the dispute, the relief sought, and your contact information. PKL will attempt to resolve the dispute informally within thirty (30) days of receipt of your notice. If the parties are unable to resolve the dispute informally within that period, either party may proceed to arbitration as provided below.

15.2 Binding Arbitration

Except as provided in Section 15.5 (Injunctive Relief Carve-Out) and Section 15.6 (Small Claims), all disputes, claims, or controversies arising out of or relating to these Terms, the Services, or the relationship between you and PKL ("Disputes") shall be resolved exclusively by final and binding arbitration administered by JAMS pursuant to JAMS' Streamlined Arbitration Rules and Procedures (for claims under $250,000) or JAMS' Comprehensive Arbitration Rules and Procedures (for claims of $250,000 or more), as applicable and as in effect at the time the arbitration is initiated. The JAMS Rules are available at www.jamsadr.com.

15.3 Arbitration Procedures

The arbitration shall be conducted by a single neutral arbitrator. The seat of arbitration shall be Los Angeles County, California. Unless the parties agree otherwise, the arbitration shall be conducted remotely by video conference or, if necessary, in-person in Los Angeles County. The arbitrator shall have authority to award any relief that a court of competent jurisdiction could award, including declaratory and injunctive relief, except as limited by these Terms. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

If the value of the relief sought is $10,000 or less, either party may choose to have the arbitration conducted solely on the basis of documents submitted to the arbitrator, without an in-person hearing.

PKL will pay all JAMS filing, administration, and arbitration fees for claims that do not exceed $75,000 in value. For claims exceeding $75,000, the allocation of arbitration fees will be governed by the applicable JAMS Rules.

15.4 CLASS ACTION WAIVER

YOU AND PKL EACH AGREE THAT DISPUTES SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS. YOU AND PKL HEREBY WAIVE THE RIGHT TO PARTICIPATE IN OR BRING A CLASS ACTION, COLLECTIVE ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION WITH RESPECT TO ANY DISPUTE. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS OR REPRESENTATIVE PROCEEDING.

If a court determines that the class action waiver in this Section 15.4 is unenforceable with respect to a particular claim, then that claim shall be severed from the arbitration and proceed in court. All other claims shall proceed in arbitration.

15.5 Injunctive Relief Carve-Out

Notwithstanding the mandatory arbitration provision in Section 15.2, either party may seek temporary restraining orders, preliminary injunctions, or other provisional equitable relief in a court of competent jurisdiction to protect intellectual property rights or confidential information, or to prevent imminent and irreparable harm pending the outcome of arbitration. The parties agree to submit to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California for such purposes.

15.6 Small Claims

Notwithstanding the foregoing, either party may bring an individual action in small claims court in lieu of arbitration, provided that such court has jurisdiction over the Dispute.

15.7 Governing Law

These Terms and any Disputes shall be governed by the laws of the State of California, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

15.8 Jury Trial Waiver

TO THE EXTENT PERMITTED BY APPLICABLE LAW, BOTH YOU AND PKL WAIVE THE RIGHT TO A JURY TRIAL WITH RESPECT TO ANY DISPUTE NOT SUBJECT TO ARBITRATION.

15.9 Right to Opt Out of Arbitration

You have the right to opt out of the binding arbitration agreement in this Section 15 by sending written notice of your decision to opt out to PKL at legal@thinkpkl.com within thirty (30) days of the date you first agree to these Terms (the “Opt-Out Deadline”). Your notice must include your full name, the email address associated with your PKL account, and a clear statement that you wish to opt out of arbitration. If you opt out, neither you nor PKL will be required to arbitrate Disputes, and either party may bring a Dispute in a court of competent jurisdiction consistent with Section 15.7. Opting out of arbitration has no effect on any other provision of these Terms, including the class action waiver in Section 15.4, which remains in effect regardless of whether you opt out of arbitration. If you do not opt out by the Opt-Out Deadline, you will be bound by the arbitration agreement. Opting out of this arbitration agreement does not affect any prior arbitration agreements you may have with PKL.

SECTION 16. TERM AND TERMINATION

16.1 Term

These Terms commence on the date you create an account or first use the Services (whichever is earlier) and remain in effect until terminated as provided herein.

16.2 Termination by You

You may terminate your account at any time by [deletion procedure TBD] or by contacting PKL at legal@thinkpkl.com. Termination of your account does not entitle you to a refund of any Subscription Fees paid, except as provided in Section 8.5 or as required by applicable law.

16.3 Termination by PKL

PKL may suspend or terminate your account, with or without notice, for:

  • Violation of these Terms, including the Acceptable Use Policy;
  • Failure to pay applicable Subscription Fees;
  • Suspected fraud, illegal activity, or abuse of the Services;
  • Requests or requirements of law enforcement or other governmental authorities; or
  • PKL's determination that continued access poses a risk to the security, integrity, or legal compliance of the Services.

PKL will use commercially reasonable efforts to provide at least thirty (30) days' advance notice of termination, except in cases of security threats, COPPA/FERPA violations, or legal compliance emergencies, in which case termination may be immediate.

16.4 Effect of Termination

Upon termination of your account:

  • Your license to access the Services immediately terminates;
  • PKL will delete your User Content from its active systems within thirty (30) days (subject to legal holds and School retention requirements);
  • You will have a thirty (30) day grace period from the notice of termination during which you may export your User Content, provided your account is not terminated for cause; and
  • All provisions of these Terms that by their nature should survive termination shall survive, including Sections 4.2, 4.3, 5.1, 5.6, 7, 9, 12, 13, 14, 15, and 17.

SECTION 17. CHANGES TO TERMS

PKL may modify these Terms at any time. If PKL makes material changes to these Terms, PKL will notify you by placing a notice on the Services, sending an email to the address associated with your account, or both, at least thirty (30) days before the changes take effect. PKL may make changes effective immediately where required for legal compliance, to address a security threat, or to grant you more rights than you had under the prior version of the Terms.

Your continued use of the Services after the effective date of any revised Terms constitutes your acceptance of the changes. If you do not agree to the revised Terms, you must stop using the Services before the effective date.

SECTION 18. GENERAL PROVISIONS

18.1 Entire Agreement

These Terms (including the Privacy Policy and any applicable School Subscription Agreement incorporated herein) constitute the entire agreement between you and PKL with respect to the Services and supersede all prior and contemporaneous agreements, representations, and understandings, whether oral or written, regarding the Services.

18.2 Severability

If any provision of these Terms is held to be invalid, unlawful, or unenforceable for any reason, that provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, it shall be severed from these Terms. The remaining provisions shall continue in full force and effect.

18.3 Waiver

PKL's failure to enforce any provision of these Terms in a particular instance does not waive PKL's right to enforce that provision in the future. Any waiver of a provision of these Terms must be in writing and signed by an authorized representative of PKL to be effective.

18.4 Assignment

You may not assign or transfer any of your rights or obligations under these Terms without PKL's prior written consent. PKL may assign its rights and obligations under these Terms without restriction, including in connection with a merger, acquisition, or sale of all or substantially all of PKL's assets, provided that PKL will notify you of any such assignment and the assignee will be bound by these Terms.

18.5 Force Majeure

PKL will not be liable for any failure or delay in performance resulting from causes beyond PKL's reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, labor disputes, governmental actions, power failures, or internet disruptions.

18.6 Notices

All legal notices to PKL under these Terms should be sent to: legal@thinkpkl.com. PKL may send notices to you via email to the address associated with your account or via notice within the Services.

18.7 No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties and their respective successors and permitted assigns. Nothing in these Terms creates any third-party beneficiary rights.

18.8 Headings

Section headings are for convenience only and do not affect the interpretation of these Terms.

18.9 Contact

If you have any questions about these Terms, please contact PKL at: ThinkPKL, Inc. Email: legal@thinkpkl.com Website: thinkpkl.com