Individual User Terms of Service

These Individual User Terms of Service (the “Terms”) are an agreement between CoGuide Labs, Inc., a Delaware corporation (“CoGuide,” “we,” “us,” “our”), and the adult person using an account (“you,” “user”). By checking the affirmative “I agree” control and submitting account creation or first-use acceptance, you agree to these Terms. If you do not agree, you may not create or continue using an account. The CoGuide Privacy Policy is a separate notice about information practices; you acknowledge that it has been made available, but it is not itself a separately signed agreement.

If you use CoGuide through a school or other educational organization (an “Institution”), you also must comply with that Institution’s lawful policies and permissions. The Institution may separately execute a School Pilot Agreement and an incorporated or standalone Data Processing Agreement (“DPA”). Those institutional agreements govern Institution-controlled data, school payment obligations, and institutional processing; they prevail over conflicting provisions of these Terms in those matters. Your acceptance does not make you an authorized institutional signer or execute an institutional agreement.

The Services are designed for educators, instructional staff, and school administrators, not for children. You must be at least 18 years old and legally capable of entering into these Terms to create an individual account. Student accounts are not currently offered. CoGuide may verify eligibility or account information when appropriate.

An Individual Account is subscribed to or controlled by a person who is not acting through an Institution’s signed enterprise or pilot arrangement. An Institutional Account is provisioned, invited, or administered through an Institution. A user may be asked to migrate or separate account records where roles change; movement of institution-controlled data requires the Institution’s authorization and compliance with applicable law.

Provide accurate registration information; safeguard your credentials; do not share accounts or impersonate others; and promptly report suspected unauthorized use. CoGuide may require additional verification or authentication to protect accounts and protected information. Your Institution may control account invitations, roles, seat allocations, and deactivation for Institutional Accounts.

Account role names do not confer permission to access information outside your authorized school, cohort, or user scope. You may not attempt to evade technical restrictions or access another person’s transcripts, coaching records, or other protected content. CoGuide may restrict access when it reasonably identifies an account-security issue or invalid authorization.

CoGuide offers educator-facing tools for classroom audio transcription, AI-assisted instructional coaching, instructional analytics, coaching goals, classroom-level formative insights, and related functionality. Product features may change, and some features may be experimental, in preview, or unavailable to certain subscription plans or Institutions. Unless expressly committed in a signed institutional order, CoGuide does not guarantee a particular feature roadmap, analytics output, or service level.

CoGuide does not provide an authorized substitute for school instructional judgment, formal employee evaluation, legal compliance advice, or individual student diagnostic or placement decisions. Users must interpret AI-generated suggestions with independent professional judgment.

5.1 User-initiated classroom audio. When recording features are lawfully activated, recordings are initiated by an authorized user and are off by default. A recording may capture adult and student voices, visitors, guests, aides, or other participants. The Services are not designed for covert recording.

5.2 Separate institutional authorization. Creating an account or accepting these Terms does not authorize recording students, make a teacher a school’s COPPA consent representative, establish a lawful basis to disclose education records, or supersede school rules. Before live classroom processing, the Institution must have approved the specific use and the applicable contracting, notice, consent, and security conditions must be satisfied. A teacher’s personal checkbox is not a substitute for school- or parent-level authorization required by law.

5.3 Notices and consent. The Institution is responsible for notices, consents and permissions allocated to it by its school agreement and applicable law, including any recording-consent rules covering students, parents/guardians, employees or other participants. You must follow those school instructions, stop recording when permission is absent or validly withdrawn, and avoid recording prohibited conversations. CoGuide remains responsible for legal duties imposed directly on CoGuide as an operator.

5.4 Enforcement. CoGuide may disable or withhold audio capture, upload, transcription, or AI processing until required authorization and technical safeguards have been verified. A recording indication, microphone/browser permission, user signup or payment does not itself establish legal authorization. Users must not bypass an institutional restriction with a personal account or unauthorized alternative.

Where an authorized recording feature is enabled, original classroom audio may be processed in CoGuide-controlled cloud infrastructure, including Amazon Web Services (“AWS”) or approved Google Cloud environments. Audio and transcription intermediates may contain personally identifiable information even when later transcript text is redacted. The specific permitted processing, subprocessors and retention periods for school-controlled data are governed by the applicable School Agreement, DPA and Privacy Policy.

CoGuide’s live-school processing requirements include screening transcript text, prompts, retrieved excerpts, chat content and relevant context for direct identifiers and combinations of details that could identify a person. Authorized downstream AI requests are to use appropriately screened content and block rather than bypass failed screening. Redaction is imperfect; redacted text may remain identifying in context and is not automatically legally anonymous. Live student-data processing must stay disabled until the relevant controls have been verified for the active deployment.

AI and supporting service providers may include AWS (hosting, speech processing and Bedrock), Anthropic (Claude inference directly and through AWS Bedrock), OpenAI (optional GPT inference), and Google Cloud (authorized infrastructure and, where enabled, Gemini/Vertex AI inference), as specified in the Privacy Policy and applicable DPA. No statement here means that every model or provider is enabled for every account. CoGuide must apply the applicable vendor-specific child-data, retention, security, and no-training restrictions before sending protected information.

Users acknowledge that deleting a recording does not necessarily delete every related analysis, transcript excerpt or chat item instantly; the rights, instructions and deletion processes set out in the Privacy Policy and applicable DPA remain in force. Users must not submit protected student information outside their school’s approved workflow.

“User Content” includes information you enter, prompts, class labels, recordings, and other information submitted through your authorized use. As between you, the Institution, and other lawful rights holders, ownership remains with the applicable rights holder; these Terms do not transfer ownership of students’ or Institutions’ records to CoGuide. You represent that you have the necessary legal right or authorization to submit User Content for the purposes described in these Terms.

You grant CoGuide a limited, nonexclusive license to host, transmit, transcribe, analyze, display, secure, and otherwise process User Content only to deliver, maintain, protect, and support the authorized Services, meet lawful obligations, and perform uses specifically authorized under the applicable school agreement. This license ends when processing is no longer permitted, subject to lawful retention and deletion obligations. It does not grant permission to sell Student Data, serve targeted ads using protected data, or train general-purpose AI models on classroom data.

To the extent CoGuide may grant rights in generated reports and coaching outputs, you may use them for your own lawful educational and internal instructional purposes; Institution-controlled outputs remain subject to the Institution’s contractual and data rights. Third-party content and CoGuide’s underlying models, software, prompts, processes, and technology are not transferred to you.

For Institutional Accounts, teacher session transcripts and personal coaching material are intended to be available to the session owner and others with narrowly authorized access. Administrators may receive authorized teacher-level goals or operational metrics and aggregate or cohort analytics, as permitted by the applicable school arrangement and functionality. Administrator status alone does not grant routine access to another teacher’s full transcript.

Authorized technical personnel may have limited infrastructure-level access for security, compliance, legal obligations, or necessary maintenance; CoGuide does not offer routine human transcript review as standard troubleshooting support. School-provisioned account access and associated data may be controlled or terminated by the Institution. An educator leaving an Institution does not automatically take that Institution’s protected classroom records into an Individual Account.

CoGuide may investigate apparent violations in a proportionate manner and suspend or restrict affected features where necessary, subject to applicable law and Institution agreements.

10.1 Individual checkout. An individual paid subscription is offered on a monthly renewal basis unless a different offer is expressly presented. Before purchase, the checkout will display the current price, any tax, amount and frequency of recurring charges, initial charge date, renewal terms and cancellation method. These Terms do not establish a particular monthly price.

10.2 Separate affirmative renewal consent. An Individual Account is charged on a recurring monthly basis only after the purchaser separately authorizes the disclosed automatic renewal at checkout. Checking the general account Terms box does not by itself authorize recurring payment. CoGuide will provide a retainable order acknowledgment and comply with applicable renewal, reminder, pricing-change and cancellation requirements.

10.3 Trials. CoGuide does not currently offer a free trial that silently converts to a paid subscription. Any future trial-to-paid offer must separately disclose and obtain any legally required consent before charging.

10.4 Payment handling. Stripe processes payment-card details. CoGuide may retain invoice, subscription, billing-contact and payment-status metadata, but does not ordinarily store full payment-card numbers in the application database.

10.5 Cancellation. You may cancel an individual recurring subscription in Account/Billing Settings (including an authorized Stripe billing portal when enabled) or by emailing info@getcoguide.com. Cancellation will stop future renewals in accordance with applicable law; an already-paid period generally remains available through its end unless the offer or law provides otherwise. The cancellation pathways must be functional when recurring subscriptions are offered. CoGuide will not require more burdensome cancellation steps than applicable law allows.

10.6 Refunds and price changes. Paid subscription periods that have begun are generally nonrefundable except where law requires otherwise, CoGuide expressly offers a refund, or a purchase-specific term states otherwise. Future price changes are subject to legally required advance notice and any required affirmative authorization; they do not retroactively change a period already paid for.

10.7 Institutional separation. These recurring Individual Account provisions do not govern a school’s 16-week pilot fee, annual conversion, credits, term or renewal. A school pilot never automatically renews merely because an employee accepts these Terms.

AI analyses and transcripts may contain transcription errors, omissions, inaccurate speaker attribution, factual mistakes, bias, or incomplete context. CoGuide does not warrant that metrics or recommendations are correct for every classroom or suitable for high-stakes assessment. You must review material outputs before relying on or sharing them. CoGuide is a professional-development aid, not an autonomous student-grading, student-discipline, special-education placement, or employee-termination decision-maker. Users and Institutions retain responsibility for lawful educational and employment decisions.

The separate CoGuide Privacy Policy describes account information, classroom audio and redacted transcript processing, AI and cloud service providers, individual privacy rights, security measures and applicable retention practices. The applicable school DPA takes priority for Institution-controlled data. Redaction does not remove CoGuide’s obligations regarding original audio and temporary transcription materials.

For protected student data, CoGuide will not activate the live processing feature until required school authorizations and applicable technical controls, including deletion safeguards, are verified. The school contract describes the adopted 72-hour failed-audio, 30-day active-system deletion and 90-day backup-expiration targets, subject to stricter law and lawful exceptions; these should not be understood as assurances about an unverified environment. Account deletion and individual privacy requests may be directed to info@getcoguide.com, subject to institutional data rights and mandatory law.

CoGuide may modify, secure, discontinue, or improve features; correct errors; perform maintenance; and offer preview or beta functionality. For paid subscriptions, CoGuide will not materially eliminate the essential purchased service during a paid period without appropriate notice or other remedy required by law or contract. Beta features may be less reliable and should not be used with protected student data unless separately authorized for that use. CoGuide does not promise uninterrupted availability or a fixed uptime level for individual subscriptions.

You may discontinue use at any time and request account closure. CoGuide may suspend an account, recording function, or access where reasonably necessary for security, fraud prevention, violation of these Terms, absent required school authorization, legal demands, or urgent risk to protected information. Where practical and lawful, CoGuide will notify the affected user of nonemergency suspension and provide a way to seek review. Institution-provisioned access may also end at the Institution’s direction or when the school agreement ends. Following termination, access and data handling remain governed by law, the applicable Privacy Policy, DPA, and retention schedule. Termination does not cancel charges lawfully incurred before its effective date.

CoGuide owns or licenses all intellectual property in the platform and its independent software, design, interfaces, business marks, and underlying technologies. Subject to these Terms and payment of any applicable fees, CoGuide grants you a limited, nontransferable, revocable right to use the Services for authorized educational purposes during your access period. No ownership of the platform is transferred. You may provide nonconfidential product suggestions, and CoGuide may use them without obligation, but not in a manner that grants rights to reuse student records, protected transcripts, or confidential Institution data for unrelated development.

To the maximum extent permitted by applicable law, the Services and AI-generated outputs are provided on an “as available” basis, without implied warranties of merchantability, fitness for a particular purpose, or noninfringement except where those warranties cannot lawfully be disclaimed. This provision does not disclaim an express promise in an executed school agreement or limit nonwaivable legal protections. CoGuide will use commercially reasonable efforts to operate the Services professionally and responsibly, subject to the applicable signed agreement.

To the maximum extent permitted by applicable law, neither party is liable to the other under these individual Terms for indirect, incidental, special, consequential or punitive damages arising from an ordinary contractual dispute. Subject to nonwaivable rights, CoGuide’s total aggregate liability arising from an Individual Account is limited to the greater of US $100 or the individual subscription fees actually paid to CoGuide during the twelve months immediately preceding the event giving rise to the claim.

This individual-user cap does not replace, enlarge or reduce any separate contractual cap, indemnification allocation, or mandatory obligation under an executed School Agreement or DPA. Nothing excludes or limits claims, remedies or liabilities that applicable law prohibits limiting, including any nonwaivable rights.

Except to the extent a different rule is required by nonwaivable law or a signed Institution agreement, these Terms are governed by Texas law without applying conflict-of-laws principles. Disputes under these individual Terms may be brought in state or federal courts serving Dallas County, Texas, subject to mandatory consumer venue and jurisdiction protections. These Terms do not require private arbitration and contain no class-action or jury-trial waiver. A school’s public-law requirements, sovereign immunities, state procurement requirements, and mandatory venues are not displaced by an individual teacher’s acceptance.

Before starting litigation, either party may contact the other using the details below to seek an informal resolution, without imposing an additional mandatory condition on exercise of nonwaivable rights.

CoGuide may revise these Terms for changes in law, service functions, security and operational needs. Where required, CoGuide will give advance notice and obtain renewed affirmative acceptance of materially changed Terms before requiring continued use. Posting revised individual Terms does not amend a signed Institution Agreement or create school authorization for new student-data uses. CoGuide will retain reasonable electronic evidence of each accepted Terms version and acceptance time.

Notices may be provided through account email or the Services where lawful. Notices to CoGuide may be sent to info@getcoguide.com.

These Terms and any applicable individual checkout terms govern an Individual Account. The Privacy Policy is a notice about data practices, not an additional document that a user must sign. For Institution Accounts, the separately executed School Agreement and DPA govern their respective subject matter and supersede conflicting individual provisions regarding institutional services or protected data.

If a provision is unenforceable, the remainder remains effective to the extent permitted by law. Failure to enforce a provision promptly is not a waiver. CoGuide may assign these Terms as part of a lawful merger, corporate reorganization, or sale of substantially all relevant operations, subject to applicable privacy and consumer protections. You may not transfer an account without CoGuide’s consent. These Terms do not create an employment, agency or partnership relationship.