MarkBook® Services Terms of Service and Licence

Effective date: September 30, 2026

1. Provider, scope and acceptance

These terms govern MarkBook® Online and MarkBook® CONNECT, including their account administration and support (the “MarkBook® Services” or “Services”), provided by Asylum Software Inc., operating as The Acadiem Group (“MarkBook®,” “we,” “us”). They do not license MarkBook® for Windows or govern separate website purchases except to the extent expressly incorporated at checkout.

The “Customer” is the adult individual or organization purchasing or otherwise contracting for the Services. A person accepting for an organization must have authority to bind it. Teachers, administrators, students and guardians using a Customer's access are “Users.” A User does not personally become the purchasing Customer merely by using an organization-provided account. Students and other minors must have the authorization required for their age and educational setting; they are not asked to assume the Customer's payment or indemnity obligations.

A signed agreement with MarkBook® controls a conflict with these terms. An applicable signed data-protection agreement controls a conflict concerning personal information. An accepted order or checkout disclosure controls the subscription, price and expressly stated purchase conditions. Mandatory legal rights take precedence over all of these documents. Our MarkBook® Services Privacy Policy explains information practices; accepting these terms is not blanket consent to unrelated processing or marketing.

For existing Customers, these terms apply only after any required notice and acceptance. The effective date does not retrospectively change an earlier agreement or purchase promise.

2. Access and permitted use

Subject to these terms and applicable subscription limits, MarkBook® grants authorized Users a limited, non-exclusive, non-transferable right to use the Services for the Customer's educational and related administrative purposes. No ownership of MarkBook® software or intellectual property is transferred. This does not restrict authorized export or use of Customer records.

Customers are responsible for managing their authorized Users and organizational permissions. Users must protect credentials, use only their own authorized access and promptly report suspected misuse. Access through Google or Microsoft may use eligible personal or school/work accounts, depending on feature availability. A personal account or an email domain alone does not establish authority to access an organization's records. Student and guardian sign-in options depend on the CONNECT features made available to them.

Users must not access another person's records without authority; upload unlawful material; introduce malicious code; disrupt or deliberately evade service safeguards; or copy, resell or reverse engineer the Services except where expressly permitted by MarkBook® or applicable law. Good-faith reports of suspected security issues should be sent privately to support@markbook.com, without accessing others' information or disrupting service.

Customers and Users are responsible for obtaining lawful access to the equipment, software and internet connections they use, maintaining supported and appropriately secured devices, and applying relevant security updates. These responsibilities do not replace MarkBook®'s obligations to secure the Services.

3. Educational records and authority

As between MarkBook® and the Customer, the Customer and other relevant rights holders retain their rights in information supplied to the Services (“Customer Data”). MarkBook® receives only the rights needed to provide, secure and support the Services, follow lawful instructions and satisfy its legal obligations, as described in the Privacy Policy and applicable agreement.

The Customer must have authority to provide educational records and enable student access. A Customer acting for a school or school board confirms that it is authorized to do so.

Before enabling access for a child under 13, the Customer must ensure that the required parental consent or legally permitted school authorization is in place. Where the law permits a school to authorize use on a parent's behalf, the Customer confirms that it has that authority and that the use is for the school's educational purposes. Where that school authorization is not sufficient, the required verifiable parental consent must be obtained before the covered collection or use begins.

Parental consent does not replace required school or board approval, override applicable school policies, or authorize an educator to disclose educational records without the necessary authority. These authorization requirements also apply to continued use by existing student accounts.

The Customer must provide any notices it is legally responsible for and make MarkBook®'s Services Privacy Policy available to affected parents and guardians. The Customer must promptly notify MarkBook® if the authorization it relies on is withdrawn or is no longer valid. MarkBook® remains responsible for its own notice, consent and other privacy obligations, and may request confirmation of the Customer's authority. A teacher's individual purchase or a child's creation of credentials does not replace required authorization.

Applicable requirements may include Canadian private-sector privacy legislation, provincial school-board privacy and educational-record laws, and, for covered U.S. use, FERPA and COPPA as described in the Privacy Policy. Where a U.S. educational organization engages MarkBook® under FERPA's school-official exception, MarkBook® is subject to its direct control over the use and maintenance of the supplied education records, uses them only for the authorized purpose, and does not redisclose them except as authorized and permitted by law. The organization remains responsible for determining that the arrangement meets the exception's requirements. MarkBook® will reasonably assist with applicable record-access and correction requests. Neither these terms nor a subscription constitutes school-board approval or regulatory certification.

If access, export, transfer or deletion instructions conflict, we may seek proportionate confirmation from the relevant Customer, educational organization or individual before acting. We will protect the affected records during that review and comply with applicable legal deadlines. Nothing here transfers ownership of school records to an individual purchaser or prevents an individual from exercising privacy rights.

Authorized Users are responsible for reviewing grades, reports and recipient selections before relying on or sharing them. MarkBook® supports professional judgment; it does not make educational decisions for a school. Customers should use available export functions for their record-management needs. This does not remove MarkBook®'s own safeguarding or contractual duties.

4. Subscriptions, cancellation, refunds and trials

Paid subscriptions are annual unless the order states otherwise. Where automatic annual billing is authorized, the next year's subscription payment is charged unless the Customer cancels before that payment is due. This is payment for the next subscription year, not an additional cancellation or renewal fee. The billing period, price or method of determining it, payment authorization and cancellation method will be disclosed before purchase. Authorized recurring payments are processed through our payment provider, currently Stripe. A change to the next year's price will be communicated before it takes effect, with an opportunity to cancel before the changed charge.

You may cancel renewal at any time using the cancellation method provided with your subscription or by contacting support@markbook.com. Cancellation stops future renewal charges; it does not ordinarily end access before the paid period expires. Requests received before renewal will be honoured for that renewal. Cancelling renewal does not itself request deletion of records.

An individual educator buying one MarkBook® Online licence for their own use may request a full refund within 30 calendar days of the initial purchase. This money-back guarantee does not apply to school, board, other institutional or multi-licence purchases; any special refund conditions for those purchases must be expressly agreed in the accepted order or agreement. The guarantee does not restart with a subsequent year's payment. Contact support@markbook.com to request it. Refunding the subscription ends the corresponding paid access; we will coordinate any authorized data-retrieval request. Outside that guarantee, ordinary cancellation does not refund the current or a previous paid subscription period, except as required by law, an applicable order or these terms. This Online guarantee does not change the separate MarkBook® for Windows purchase policy.

If a trial is expressly offered, its duration, limitations and any conversion to a paid subscription will be disclosed at signup. A trial converts to an automatically charged subscription only with the required advance disclosure and authorization. These terms do not mean that a trial is currently available.

5. Service operation, downloads and warranties

5.1 Service commitments and support.

We will use reasonable care and skill to provide and support the Services. During a paid subscription, the Services will materially conform to their applicable documentation, and we will not materially reduce their overall security or functionality. Features may evolve, and maintenance, faults or events outside reasonable control may interrupt availability. We do not promise uninterrupted or error-free operation.

Users may request support in the application or at support@markbook.com. We respond according to the nature and urgency of the request and any applicable service agreement. These general terms do not promise a fixed response time or service level.

If we materially fail to meet the express service commitments, the Customer may notify us with sufficient detail to investigate. We will work to correct the failure. If it remains materially unresolved after the cure period in section 8, the Customer may terminate the affected subscription and receive a refund of unused prepaid fees. This remedy does not remove other remedies available under this agreement, but claims remain subject to section 10 except where the law prohibits a limitation.

5.2 Downloads, devices and third-party services.

Files, reports and any software components made available through the Services should be used with appropriate device security and reviewed before distribution or reliance. Any downloadable MarkBook® software component provided as part of the Services is licensed only for authorized use with them, subject to these terms or any separate licence expressly supplied with it. This does not extend to MarkBook® for Windows.

Although we take reasonable protective measures, we do not guarantee that every file, download or transmission will be free from viruses or other harmful computer code, or that all unauthorized access can be prevented. Users should maintain appropriate endpoint protection and authorized copies of records needed for their own recordkeeping. These precautions do not transfer MarkBook®'s safeguarding, backup or recovery obligations to the Customer.

Users' internet connections, devices and independently selected third-party services are outside MarkBook®'s control. Links to an external service do not, by themselves, constitute our endorsement or a guarantee of that service. Separate provider terms may apply to those services. MarkBook® remains responsible for its own obligations when using providers to deliver the Services.

5.3 Disclaimer of additional warranties.

Except for the express commitments in the applicable agreement and rights that cannot lawfully be excluded, the Services and associated materials are provided “as is” and “as available.” To the extent permitted by law, MarkBook® disclaims other express, implied or statutory warranties, conditions and representations, including merchantability, merchantable quality, fitness for a particular purpose, title and non-infringement, and those arising from a course of dealing or usage of trade.

Subject to our express commitments, we do not guarantee continuous, timely or error-free availability, compatibility with every device or third-party system, correction of every defect, or achievement of a particular educational, business or regulatory result. Reports and outputs depend in part on information and settings supplied by Users and should be reviewed as described in section 3. No general support statement creates an additional warranty unless incorporated into an applicable agreement.

These exclusions do not override the commitments in section 5.1, the Privacy Policy, confidentiality obligations, an applicable data-protection agreement or mandatory legal rights. They do not disclaim MarkBook®'s express responsibilities merely because a service provider is involved. Any resulting liability remains subject to section 10 where the law allows.

6. Confidentiality and privacy

Each party will protect the other's non-public information that is identified as confidential or reasonably should be understood to be confidential, using at least reasonable care. Customer Data is the Customer's confidential information for these purposes. Confidential information may be used only to perform the agreement or exercise rights under it, and disclosed only to people and service providers who need it for that purpose and are subject to appropriate confidentiality obligations.

The general confidentiality obligation does not cover information the recipient can show was lawfully known without restriction, independently developed, lawfully obtained from another source without restriction, or made public without a breach. These exceptions do not authorize personal-information handling prohibited by privacy law or the Privacy Policy.

A party may disclose information where legally required, limiting disclosure as appropriate and giving prior notice where legally permitted and reasonably practicable. Confidentiality duties continue after access ends for as long as the information remains confidential. Personal information remains subject to applicable privacy obligations.

7. Expiry, data retrieval and deletion

Ordinary teacher access ends when a subscription expires. An authorized Customer may contact support to request an export or a short period of view-only access where available. We verify authority before releasing records. Such access is for retrieval, not a renewed subscription.

Teacher subscription expiry does not itself immediately end existing CONNECT access. CONNECT access remains subject to continuing authorization, the relevant educational purpose and the applicable retention schedule; it is not a promise of permanent storage or lifetime access.

We retain and delete records according to the MarkBook® Services Privacy Policy, applicable agreements, lawful instructions and legal requirements. Expiry does not guarantee immediate deletion, and retention does not guarantee ordinary login access. Please request necessary records promptly. An authorized deletion request may shorten availability, and we will explain material effects where appropriate. Protected backup copies expire under the applicable recovery cycle rather than necessarily disappearing at the same time as live records.

8. Suspension, termination and service discontinuation

Either party may terminate for a material breach that the other party fails to correct within 30 days after receiving written notice describing it. For an ordinary remediable breach, we will provide that opportunity before terminating. A Customer's failure to renew simply ends its paid term; it is not a breach requiring renewal.

We may restrict or suspend affected access immediately where reasonably necessary to address a material security risk, unlawful activity, unauthorized disclosure or a legal requirement. We will limit the restriction to what is reasonably needed, notify the affected Customer when lawful and practicable, and restore access when the reason is resolved. Immediate termination is reserved for a serious breach that cannot reasonably be cured or continued service that would be unlawful.

If we discontinue a paid Service or terminate a paid subscription for our convenience, we will ordinarily give at least 30 days' advance notice, provide a reasonable opportunity to export authorized records before access ends, and refund unused prepaid fees for the discontinued period. Unless a shorter period is required by law or an authorized deletion instruction, that export opportunity will be at least 30 days. If urgent circumstances prevent advance access, we will arrange an appropriate alternative retrieval process where lawful and feasible. The same unused-prepaid refund applies if the Customer terminates for our uncured material breach.

Termination does not erase accrued rights, outstanding payment obligations, confidentiality duties or provisions intended to continue. No new term retroactively removes a right that arose under an earlier agreement.

9. Indemnification: third-party claims

MarkBook® will defend the Customer against a third-party claim that the authorized use of the Services infringes a Canadian copyright or trademark, and pay damages and reasonable legal costs finally awarded against the Customer, or settlement amounts approved by MarkBook®. This protection does not cover a claim to the extent caused by Customer Data, an unauthorized modification, a combination not supplied or approved by MarkBook® where the claim would not otherwise arise, or use contrary to the agreement.

If such a claim appears likely, MarkBook® may obtain the right to continue the affected Service or modify or replace it with materially equivalent functionality. If neither is reasonably available, MarkBook® may terminate the affected Service on 30 days' notice, refund unused prepaid fees and provide the retrieval opportunity described above. These are the agreed contractual remedies for an infringement claim under this paragraph, without limiting rights that cannot lawfully be excluded.

An organizational or business Customer, other than an individual educator purchasing for their own classroom use, will defend MarkBook® against a third-party claim to the extent caused by that Customer's knowing submission of unlawful or infringing Customer Data, or its wilful unauthorized use of the Services, and pay damages and reasonable legal costs finally awarded or settlement amounts it approves. This indemnity does not apply to the extent a claim results from MarkBook®'s breach, negligence or other wrongful conduct. It is not imposed on a student, guardian or employee merely because they use the Services, and does not apply where prohibited by law or superseded by a signed agreement.

For either indemnity, the protected party must give reasonably prompt notice; a delay reduces protection only to the extent it materially prejudices the defence. The defending party controls the defence using competent counsel and pays reasonable assistance costs. A settlement must fully release the protected party and may not require its admission of fault, payment or non-monetary obligation without its written consent, not unreasonably withheld. The protected party may participate with its own counsel at its own expense. All obligations under this section, including defence and assistance costs, settlements and awards, are subject to and count toward the single aggregate cap in section 10; they do not create an additional or uncapped liability limit. If the cap is exhausted, transfer or withdrawal from the defence must be handled with reasonable notice and in accordance with applicable law and court requirements.

10. Limits of liability

Where the law allows, the most either party must pay the other for all claims arising out of or relating to the Services or this agreement—whether based on contract, negligence, statute or another legal basis—is the greater of: (a) CAD $100; or (b) the fees the Customer and its affiliates paid for the affected Services in the 12 months before the first event giving rise to a claim. This is a maximum, not an automatic payment.

This single combined limit includes claims involving negligence, confidentiality, privacy, data security and the indemnities in section 9. Defence and assistance costs, settlements and awards under section 9 count toward it. Claims made through the Customer's rights share the same limit; separate claims do not create separate limits. Continuing or renewing the agreement does not automatically reset an exhausted limit.

Where the law allows, neither party owes the other compensation for lost profits, revenue or goodwill, or indirect, special, incidental, consequential, business-interruption or punitive damages. This exclusion does not remove amounts payable to third parties under section 9, but those amounts count toward the combined limit.

These limits do not reduce agreed subscription payments or refunds expressly promised in these terms. They do not limit liability where the law prohibits doing so, remove mandatory consumer or privacy rights, restrict regulators' powers, or bind people who are not bound by the agreement. They do not guarantee that every loss from an incident is capped.

A signed agreement may set a different limit, but must state what it covers and whether it replaces or shares this limit. Nothing here promises insurance coverage.

11. Changes and notices

We will identify the effective date of updated terms and ordinarily provide at least 30 days' notice of a material change by email or an in-application notice before it applies. A shorter notice period may be used when reasonably necessary for law or urgent security needs. Changes apply prospectively and will not retroactively change an accrued claim. We will obtain affirmative acceptance where required by law; this paragraph is not permission to change data uses without required notice and consent.

If a material change during a prepaid term substantially disadvantages the Customer and the Customer declines it before it takes effect, the Customer may terminate the affected Service and receive an unused-prepaid refund and the retrieval opportunity described in section 8. Mandatory rights and any signed change-control agreement remain unaffected.

Formal legal notices to MarkBook® should be sent to legal@markbook.com or the mailing address below. Privacy requests should go to privacy@markbook.com and ordinary support requests to support@markbook.com. Notices must identify the sender, affected account or agreement and the issue without including unnecessary student information. We will send Customer notices to the designated contact or through the application, using any additional legally required method. Customers should keep their contact information current. This clause does not replace rules governing formal service of court documents.

12. Governing law and general provisions

The agreement is governed by Ontario law and the federal laws of Canada applicable in Ontario. Subject to rights that applicable law does not permit the parties to waive, the courts located in Toronto, Ontario have exclusive jurisdiction over disputes arising from it. Nothing here deprives a person of mandatory protections or a right to bring a proceeding in another jurisdiction where applicable law requires that right. Availability outside Canada is not a representation that one set of terms displaces every country's requirements.

If a provision is unenforceable, it will be limited or severed only to the extent necessary and the remaining provisions will continue. A failure to enforce a provision is not a waiver of later enforcement. Neither party may transfer the agreement in a manner that materially reduces the other's contractual or privacy protections without consent, except as permitted by a signed agreement or applicable law.

These terms and the applicable order and signed agreements form the agreement for the Services and supersede earlier terms only when this version validly takes effect for the Customer. They do not retrospectively change existing obligations. No person other than the parties has contractual enforcement rights except where the agreement or law expressly provides otherwise.

Asylum Software Inc., operating as The Acadiem Group

18 King Street East, Suite 1400, Toronto, Ontario M5C 1C4, Canada

Formal legal notices: legal@markbook.com

Business telephone: 1-844-ACADIEM (1-844-222-3436)