Terms last updated on 07-14-2025.
Update to Definitions, Services and Terms, Rights Granted, Policy Incorporation, Warranties, Support Services, Payment Terms, Intellectual Property Rights, Data and Data Protection, Confidentiality, Force Majeure, Termination, Law and General sections.
Removed Cancellation Period and Refunds, Suspension of the services, Liability, Consents, Content and Communication sections.
New Notices and Dispute Resolution section added.
Terms of use
Please read this terms of use agreement carefully
This terms of use agreement (this “Agreement”) (together with the documents referred to in it) is a legal agreement between the person, school, district or other education provider named in the registration or document (the “Customer”) and Teachercentric Inc. registered in Delaware whose registered office is at 111 8th Ave, Fl13, New York, NY 10011, United States of America (“Satchel”) for the use of the Satchel platform, products and Services.
By using and/or registering to use Satchel, the Customer must read, agree with and accept all of the terms of use contained in this Agreement. The Customer agrees that any use of the Satchel platform or services shall constitute their acceptance of this Agreement. Satchel recommends that the Customer store or print-off a copy of this Agreement (including all policies) for their records.
If the Customer does not agree to the terms of this Agreement then please refrain from using the Satchel platform and Services.
1. DEFINITIONS
1.1 In this Agreement, the following words and phrases have the following meanings:
“Agreement“ means this license agreement and (where the context permits), the License Summary and any Schedule attached hereto.
“Charges“ means the charges to be paid by the Customer to Teachercentric pursuant to Clause 8 in respect of any part of the Services as indicated in the relevant Schedule and the License Summary.
“Customer” or “District” means the entity identified in the License Summary.
"Customer Data" means the information provided by the Customer in its use of the services and is subject to applicable privacy laws which for the avoidance of doubt does not include anonymised Personal Data or non-confidential information.
“Force Majeure“ means any cause preventing a Party from performing any or all of its obligations under this Agreement which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable contemplation and/or control of the Party including, without limitation, industrial disputes, act of God, war, military operations, or national emergency, an act of terrorism, riot, civil commotion, compliance with any law or governmental order, rule, regulation or direction, the act or omission of government authorities, epidemic or any of the above events affecting suppliers or subcontractors, difficulty, delay or failure in manufacture, production or supply by third parties of any services, service equipment (if any) or any part thereof (to the extent only that such difficulty, delay or failure was caused by an event of Force Majeure affecting that third party) or failure to obtain way leaves or any other necessary consents or permissions having used reasonable endeavours to do so.
“Intellectual Property Rights“ means copyrights, moral rights, patents, supplementary protection certificates, trademarks, trade names, service marks, design rights, database rights, rights in goodwill, rights in undisclosed or confidential information (such as know-how, trade secrets and inventions (whether patentable or not)), and other similar or related intellectual property rights (whether registered or not) and applications for such rights anywhere in the world.
“License Summary“ means the document which contains, inter alia, details of the Customer and a summary of the agreement between the Parties.
“Services Materials“ means the user instructions and other literature related to the Services supplied to the Customer or available on the Website.
“Services Materials Licence“ means the rights granted by Teachercentric pursuant to Clause 3 in relation to the Services Materials.
“Software“ means the product or platform used by Teachercentric to deliver the Services to the Customer which is subject to a separate Agreement between Teachercentric and the Customer.
“Services“ means the services provided by Teachercentric under this Agreement specified in the License Summary.
“SL” means the service levels as set out on https://www.teamsatchel.com/legals/sla.
“Teachercentric” means Teachercentric Inc.
“Term“ means the term of this Agreement specified in the License Summary. After the License Term, this Agreement shall automatically renew for successive periods of 12 months ((each a “Renewal Term”) and “Term” means the original License Term or Renewal Term), unless either Party gives written notice to the other to terminate this Agreement not less than ninety (90) days before the end of the Term in which case this Agreement shall terminate at the end of the Term.
“Website“ means https://www.satchelpulse.com/.
2. SERVICES AND TERM
2.1 In consideration of the payment of the Charges, then Teachercentric agrees to supply to the Customer the Services specified in the License Summary for the Term in accordance with the provisions of this Agreement and the SL.
2.2 Teachercentric will use its reasonable endeavours to ensure delivery of the Services by the Licence Start Date(s) but the Licence Start Date(s) are estimates only and are not guaranteed. Time is not of the essence in relation to such dates and Teachercentric is not responsible for impacts to the Services caused by performance failures and issues encountered by independent third party suppliers or subcontractors.
2.3 Satchel agrees to use commercially reasonable efforts to make the Services available on a seven (7) day per week, twenty four (24) hour per day basis excluding (a) scheduled maintenance time, (b) any unavailability caused by circumstances beyond Satchel's reasonable control and (c) any suspensions permitted under these Terms. In the event of a planned service downtime in respect of the Services, Satchel shall use reasonable efforts to notify the Customer thereof at least 24 hours in advance (which notice may be provided electronically, including via the Services).
2.4 Satchel may from time to time add, modify, suspend or cease (temporarily or permanently) the provision of any element of the Services upon notice to the Customer. In the event of the Services ceasing then Satchel will provide a pro-rata refund from the date the Services cease for the remaining portion of the Term.
3. RIGHTS GRANTED
3.1 Subject to payment by the Customer to Teachercentric of any Charges which may be due on or following acceptance of the Services, Teachercentric grants to the Customer a non-exclusive, non-transferable right to use the Services and Services Materials subject to the constraints in this Clause 3 for the Term and in accordance with any other reasonable requirements notified to the Customer by Teachercentric in writing. This right shall not extend to any of Teachercentric’s other programs or software. The Customer shall only use the Services strictly for its own internal purposes.
4. POLICY INCORPORATION
4.1 This Agreement incorporates the following additional terms and policies (at https://www.satchelpulse.com/legals/terms_conditions.html) which apply to the Customer and individuals linked to the organisation use of the Software and receipt of the Services:
- 4.1.1 The acceptable use policy which sets out the permitted and prohibited uses of the Services.
- 4.1.2 The privacy policy which sets out the terms on which Teachercentric processes any personal data collected from the Customer and individuals at their organisation or provided by the Customer to Teachercentric.
- 4.1.3 The cookie policy which sets out information about the cookies.
5. WARRANTIES
5.1 Teachercentric warrants that it will at all times supply the Services by appropriately qualified and trained personnel.
5.2 The Customer warrants to Teachercentric:
- 5.2.1 it shall only use the Services for the purposes set out and to the limits set out in this Agreement; and
- 5.2.2 in the event of a security breach, or suspected breach of security, involving Teachercentric’s software or system delivering the Service the Customer will inform Teachercentric immediately. The Customer acknowledges that Teachercentric reserves the right to investigate security incidents and confirms that, should such an investigation be necessary, the Customer will provide any necessary support, which may include the supply of relevant logs.
5.3 Furthermore, the Customer warrants that it shall:
- 5.3.1 Comply with any Teachercentric policies and, in particular any, data protection policy or regulation; and
- 5.3.2 Assist with Teachercentric’s reasonable investigation of any Service outages or security problems relating to the Services.
5.4 Neither Party shall knowingly, and must communicate to its employees, contractors, users, pupils, agents and representatives to not knowingly, use the Services to send, receive, access or disseminate any (i) material which is offensive, abusive, indecent, obscene, menacing, fraudulent, or in breach of any laws, regulations or common standards or (ii) viruses or other computer programs intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any information.
5.5 For the avoidance of doubt Teachercentric has no obligation to the Customer to monitor, and will have no liability for, the contents of any communications transmitted by virtue of the Services.
5.6 Content. Whenever the Customer makes use of a feature that allows it to upload content to Satchel, or to make contact with other users of Satchel, the Customer confirms their compliance with the content standards set out in the Acceptable Use Policy.
- 5.6.1 The Customer warrants that any such contribution does comply with those standards and that they will be liable to Satchel which will include an indemnity for any breach of that warranty.
- 5.6.2 The Customer grants to Satchel a perpetual, worldwide, non-exclusive, royalty free and fully paid licence to, without limitation, use, sublicence, copy, repost, transmit or otherwise distribute, publicly display, publicly perform, adapt, prepare derivative works of, compile, make available and otherwise communicate to the public the content or information uploaded to the platform and site.
- 5.6.3 Satchel has the right to disclose the identity of a Customer to any third party that is claiming that any content posted or uploaded by the Customer to Satchel constitutes a violation of their intellectual property rights, or of their right to privacy.
- 5.6.4 Satchel has the right to remove any posting by the Customer in the event that Satchel concludes the post does not comply with the content standards set out in the Acceptable Use Policy.
5.7 EXCEPT AS SET FORTH IN THIS AGREEMENT, SERVICES ARE PROVIDED AS-IS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TEACHERCENTRIC DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, WHETHER ARISING BY A COURSE OF DEALING, USAGE OR TRADE PRACTICE OR COURSE OF PERFORMANCE. TEACHERCENTRIC REPRESENTS AND WARRANTS THAT THE SERVICES AND SOFTWARE TO BE PROVIDED UNDER THIS AGREEMENT DO NOT INFRINGE ON ANY THIRD-PARTY INTELLECTUAL PROPERTY.
6. LIABILITY
6.1 Subject to Clause 6.2 the aggregate liability of either Party under this Agreement, whether for damages, payments of compensation or by way of indemnity or of any nature howsoever arising under or in relation to this Agreement or any part thereof (including as a result of negligence) shall be limited to 50% (fifty per cent) of the aggregate payments made (excluding any refund) by the Customer to Teachercentric in respect of that part of the Services in the preceding 12 months.
6.2 Neither Party shall exclude or restrict its liability in connection with this Agreement resulting from death or personal injury caused by negligence.
6.3 In no event shall either Party be liable to the other Party in respect of loss of profits, business, revenue, goodwill or anticipated savings or indirect or consequential loss or damage (whether caused by negligence or otherwise) or the acts or omissions of any third party (whether as a result of negligence or otherwise).
6.4 To the extent permitted by law, the Customer will indemnify and hold harmless us, our affiliates, and our personnel, from and against any costs, losses, liabilities, and expenses (including attorneys’ fees) from third party claims arising out of or relating to the use of the Services and Content or any violation of these Terms.
7. SUPPORT SERVICES
Teachercentric shall provide email support for the duration of the Licence. Our support team is available in accordance with the SL’s and will endeavour to respond quickly to all issues raised.
8. PAYMENT TERMS
8.1 The Customer shall pay the Charges within fourteen (14) days or, if disclosed by the Customer, in accordance with the local Payment Act with any past due payments to accrue interest at the amount set forth in that Act. Customer hereby certifies that it is a governmental entity, and, as such, is not subject to nor liable for sales and use taxes. Customer is responsible for determining whether it qualifies for any tax exemption, and will provide documentation evidencing its tax-exempt status. It is a condition of this Agreement that all Charges due for payment will be paid by direct wire bank transfer into the Teachercentric bank account:
- 8.1.1 Account Number: 3302645520
- 8.1.2 Routing No: 121140399
- 8.1.3 Bank Name: Silicon Valley Bank
- 8.1.4 Bank address: 3003 Tasman Dr., Santa Clara, CA 95054
9. INTELLECTUAL PROPERTY RIGHTS
9.1 Unless expressly agreed by Teachercentric in writing, no Intellectual Property Rights of whatever nature in respect of any part of the Services or the Services Materials shall vest or be deemed to vest in the Customer.
9.2 Teachercentric, at its own expense, will defend and indemnify the Customer against any reasonable costs and expenses arising out of any claim that any part of the Services or Services Materials infringe Intellectual Property Rights of a third party provided that the Customer has used the Services as specified by Teachercentric, notifies any allegation of such infringement to Teachercentric without delay, makes no admission of liability and gives all necessary assistance to Teachercentric in connection therewith.
9.3 Teachercentric shall not gain any rights in the data of the Customer or its users under this Agreement.
10. DATA AND DATA PROTECTION
Each Party warrants to the other that it shall, in connection with this Agreement, comply with the Family Educational Rights and Privacy Act (“FERPA”) and Children’s Online Privacy Protection Act (“COPPA”) with any modification, consolidation or re-enactment thereof and shall indemnify the other Party against any reasonable losses, liabilities and costs which it suffers or incurs as a result of a breach of this Clause.
11. CONFIDENTIALITY
11.1 Teachercentric and the Customer shall keep confidential (and ensure that their employees and agents keep confidential) all information received by them relating to any part of the business and affairs of the other Party and, in the case of the Customer, any aspect of the Services designated as confidential by Teachercentric provided that these obligations shall not apply to information which:
- 11.1.1 is or becomes publicly known through no wrongful act of the Party concerned;
- 11.1.2 is required to be disclosed by an order of law or other binding authority; or
- 11.1.3 is disclosed to any adviser of either Party bound by a professional duty of confidentiality.
11.2 Each Party shall notify the other in writing if it becomes aware of any breach of confidentiality and give all reasonable assistance to the other Party in pursuing its rights where a breach of confidence occurs.
11.3 Notwithstanding the foregoing, Customer is subject to the local State Freedom of Information Act and thus all records in its possession, and certain records in the possession of contractors relating to the provision of services for Customer, are subject to disclosure by Customer under such Act unless they fall into an exception therefrom. The Parties understand and agree that no confidentiality provision in the Agreement or other document shall operate to prohibit disclosure of records by Customer to third parties (or impose liability on Customer therefore) if Customer reasonably determines such disclosure is required under the local State Freedom of Information Act or federal law or regulation or to disclosure to Customer legal counsel or auditors. Customer also may make this Agreement and all related documents available for inspection by the public and publish this Agreement and related documents in full on its website for purposes of transparency and/or compliance with SOPPA or other laws. Customer is also subject to the local Records Act requiring retention of records. Accordingly, any provision in the Agreement requiring Customer to destroy any records is hereby stricken. In accordance with SOPPA, Customer may post the Agreement on the District website or otherwise make it available to the public.
12. FORCE MAJEURE
If either Party is unable to carry out any of its obligations under this Agreement due to a Force Majeure, such party under the effects of the Force Majeure event shall give prompt notice of such to the other Party. the obligations of both Parties pursuant to this Agreement, including payment terms, shall be suspended without liability until the event of Force Majeure ceases to exist. Either Party may terminate the supply of the part of the Services or the Services concerned if the Force Majeure cannot be remedied in all material respects within thirty (30) days of its commencement in accordance with Clause 13.
13. TERMINATION
13.1 Either Party may terminate this Agreement in the event that the other Party enters into a voluntary arrangement with its creditors or (being an individual) is the subject of a bankruptcy order or (being a partnership, company or other body) enters into any formal proceedings (or anything analogous) for its administration, receivership, winding-up or liquidation (except for the purpose of amalgamation or a solvent reconstruction) or otherwise ceases to trade.
13.2 Either Party may terminate this Agreement in the event that the other Party commits a material breach of this Agreement and, if the breach is capable of remedy, the Party in breach fails to remedy the breach in question within forty-five (45) business days of receiving written notice from the other Party requiring the same.
13.3 A failure by either Party to comply with regulations, codes and legislation that are mandated under a jurisdiction or state will entitle the non-defaulting Party to pursue remedies provided under that specific regulation, code or legislation which may include that it is a breach of contract and entitles a Party to terminate this Agreement.
13.4 Where the termination of this Agreement by Teachercentric results from a breach of this Agreement by the Customer, Teachercentric shall be entitled to retain all the Charges paid to Teachercentric by the Customer up to and including the date of termination.
13.5 Any termination of this Agreement shall be without prejudice to the remedies of either Party in respect of a subsisting breach.
14. NOTICES
14.1 Any notice to be served under this Agreement shall be in writing and either sent via e-mail to pulse@teamsatchel.com, delivered personally, sent by first class recorded delivery post to the Party to whom the notice is addressed at its address set out in this Agreement or such other address subsequently notified in writing to the other Party.
14.2 A notice is deemed duly given if delivered personally when left at the recipient's address for service or if sent by first class recorded delivery post, at 10.00 hours on the business day following the recorded day of posting.
15. LAW
This Agreement shall be governed by and construed in accordance with the law of the State of the Customer.
16. CONTRACT VARIATIONS
No variation of this Agreement shall be binding unless made by mutual written agreement between a duly authorized officer of each Party.
17. DISPUTE RESOLUTION
The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Agreement within twenty (20) business days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to the commercial director (or equivalent) of each Party.
18. GENERAL
18.1 This Agreement sets out the entire agreement and understanding between the Parties in connection with its subject matter and shall override all previous verbal or written agreements and understandings, save in respect of fraudulent misrepresentation. Any additional or different terms proposed by either Party, including those contained in any order, acceptance, vendor portal or website, shall not be valid or have any effect unless expressly agreed to by the Parties in a written and signed amendment to the Agreement. The failure of either Party to enforce any provisions of this Agreement shall not be deemed a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
18.2 Teachercentric may revise this Agreement (or any of the documents referred to in this Agreement) at any time. Please check this page to take notice of any changes that are made as they are binding. Continued use by a Customer of the platform and Services shall constitute their consent to such changes.
18.3 This Agreement may be entered into in any number of counterparts each of which shall be deemed to be an original and which together shall comprise this Agreement.
18.4 Except to members of its group, neither Party shall be entitled to sub-licence, assign or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the other Party (not to be unreasonably withheld).
18.5 This Agreement shall be binding on and shall continue for the benefit of the successors and permitted assigns (as the case may be) of each of the Parties hereto.
18.6 All provisions of this Agreement shall so far as they are capable of being performed and observed continue in full force and effect notwithstanding expiry or earlier termination.
18.7 The failure of either Party to enforce any provisions of this Agreement shall not be deemed a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
18.8 The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies otherwise provided by law.
18.9 The Parties do not intend any third party to have the right to enforce any provision of this Agreement.