Your Agreement with Univyze

List of Sections

• Description of Services
• Subscription Terms
• Terms of Use
• Term and Termination
• Customer Data
• Data Security & Privacy
• Intellectual Property
• Limitation of Liability
• Indemnification
• Governing Law
• Modifications to the Terms
• Severability
• Survival
• Entire Agreement
• Contact Us

1. Description of Services

Univyze provides academic degree planning tools, including but not limited to:

• Automated degree plan creation;
• Class mapping and scheduling;
• Degree requirement visualization;
• Dual major/minor planning options;
• Early graduation forecasting;
• Progress analytics and milestone tracking;
• Academic planning support.

Features available depend on your subscription tier. Details are listed on our website.

Univyze provides algorithm-generated recommendations based on user-provided data. We do not provide official academic advising specific to your university, and our suggestions may not reflect school-specific policies or changes.

You acknowledge that Univyze does not guarantee:

• That your university will offer a course during a specific term;
• Acceptance of transfer, AP, IB, or study-abroad credits;
• Fulfillment of every program requirement;
• On-time graduation, early graduation, or graduation at all.

You are responsible for confirming degree requirements with your official academic advisor or institution.

2. Subscription Terms

2.1 Payment of Fees

If you are paying by credit card, you authorize us to charge your Authorized Payment Method for all fees payable for the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.

Payments are securely processed through Stripe. Your use of Stripe is governed by their Terms and Privacy Policy. Univyze does not store or process payment card numbers.

2.2 Authorized Payment Method

We may refuse your existing Authorized Payment Method, for example, if we have information indicative of fraud associated with the payment method, and require you to add a new payment method as your Authorized Payment Method.

2.3 Billing

In the event of a failed attempt to charge your Authorized Payment Method, for example, if your Authorized Payment Method has expired or is no longer valid, we reserve the right, and you authorize us, to retry billing your Authorized Payment Method.

If you update your Authorized Payment Method to remedy a change in validity or expiration date, we will automatically resume billing. We may also receive updates on your Authorized Payment Method through our payment service providers and automatically resume billing.

2.4 One-Time Purchases

We offer one-time purchases. You will be charged for these one-time purchases at the time of purchase to your chosen payment method.

We may suspend your access in accordance with the “Suspension” section or terminate your account in accordance with the “Termination for Cause” section if we remain unable to successfully charge a valid Authorized Payment Method.

2.5 Fee Adjustments at Renewal

Upon renewal, we may increase your Subscription Fees up to our then-current list price. If this increase applies to you, we will notify you at least thirty (30) days in advance of your renewal, and the increased fees will apply at the start of the next Renewal Term.

If you do not agree to this increase, either party can choose to terminate your subscription at the end of your Current Term by giving the notice required in the “Cancellation” section.

2.6 Modifications

We may modify the Service during the Subscription Term, including by adding or removing features and functions that apply to your subscription. Any modifications we make will not materially degrade the overall functionality of the Service during the Current Term to which you subscribe except as follows:

• Modifications to Free Services;
• Modifications resulting from changes outside of our control, such as a change to applicable law or changes related to Third-Party Services.

If the modification materially degrades the overall functionality of the Service and is unable to provide you with substantially similar functionality, your sole and exclusive remedy for our breach of this section is termination of your Service as detailed in the “Term and Termination” section.

2.7 Downgrades

You are not permitted to downgrade your Service during your Current Term. You may downgrade your Services at your next renewal date.

2.8 Free Trials

If available to you on a trial basis free of charge, the trial will continue until the earlier of:

• The end of the free trial period, if not terminated earlier; or
• The start date of your paid subscription.

Unless you purchase a subscription to the applicable Service before the end of the free trial, all of your data in the Service may be permanently deleted at the end of the trial, and we will not recover it.

Your subscription to the Service may include a free Core or Plus tier trial. Availability of a free trial is not guaranteed. Eligibility for free trials may vary based on factors including the Service Tiers selected, whether you have previously used one for the relevant Service, and how recently you redeemed a free trial.

Your payment will be charged to your chosen payment method immediately following the free trial, unless cancelled in accordance with the instructions for cancellation below. You can cancel your subscription at any time before the end of your free trial as noted in the “Cancellation” section.

We provide notice of the terms of the free trial at the time you register. You will receive a separate notice that your free trial is about to end and that your paid subscription will begin two (2) days prior to the end of your free trial Term.

3. Terms of Use

3.1 Minimum Age

Users under the age of 18 may use the Services only with parental acknowledgment or consent. By using Univyze, you represent that you meet all eligibility requirements.

The Services are provided to individuals for their personal, non-commercial use only. Companies, commercial establishments, associations, and other groups may not purchase or use the Services without express consent and agreement from Univyze.

3.2 Account Responsibility

You are responsible for:

• Maintaining the confidentiality of your login credentials;
• All activity that occurs under your account;
• Ensuring your profile information is accurate and up-to-date.

You agree not to:

• Share or sell academic plans to other students;
• Exploit, manipulate, or attempt to distort planner outputs;
• Reverse engineer, scrape, or copy planning algorithms;
• Circumvent subscription restrictions;
• Use one account to create plans for multiple students.

3.3 Parent Access

Parents may access a student’s account only if the student grants permission. Students may revoke this access at any time through their profile settings or by contacting Univyze at support@univyze.com.

3.4 Account Sharing

Sharing accounts is prohibited. Each account is intended for use by a single student. Accounts found in violation may be limited, suspended, or permanently terminated in accordance with the “Suspension” section or the “Termination for Cause” section.

3.5 Notices

Any notices we deliver to you may be made as follows: by email to the last email address provided by you or by posting a notice on the Services dashboard.

You consent to receive electronic communications from the Service and further agree that any notices, agreements, disclosures, and other communications that we send to you electronically will satisfy any applicable legal notification requirements.

You agree to provide and maintain accurate, current, and complete information, including your contact information for notices and other communications from us. You agree that we may take steps to verify the accuracy of information you provide.

3.6 Future Unavailability

It is possible that the Services may not be available at any given time, including during maintenance or update periods, power or server outages, war, riots, strikes, social unrest, or as a result of other matters beyond the control of us or third parties.

We will take reasonable efforts to provide you with as much prior notice as possible; however, we shall have no liability to you in such event.

There may be times when we have to remove certain features or functionality and/or devices or platforms from being able to access the Services. We will do our best to let you know of any of these changes, usage rules, and restrictions, but you acknowledge that we may do so in our sole discretion at any time without notice.

You also agree that we will not be liable to you for any modification, suspension, or discontinuance of the Services.

4. Term and Termination

Univyze may suspend or terminate accounts that violate the Terms of this Agreement, abuse the platform, or engage in fraudulent activity. You may request to delete your account at any time by contacting Univyze at support@univyze.com.

4.1 Term and Renewal

Your Initial Term will be specified in your Order and your subscription will automatically renew for the same duration as your prior term at the end of the Current Term unless you take action as noted in the “Cancellation” section.

4.2 Cancellation

You may choose to cancel your subscription at any time prior to the end of the Current Term by providing notice as specified in this section. Your subscription will remain in effect until the end of the Current Term.

We will not provide any refunds of prepaid fees or unused Subscription Fees through the end of your Current Term.

If you decide that you do not want your subscription to automatically renew, you must cancel your subscription in your profile account settings under the Billing/Subscription section prior to the end of your Current Term.

If you do not turn off the auto-renewal setting in the Account & Billing/Subscription section of your Univyze account, your Subscription will renew automatically.

4.3 Termination for Cause

Either party may terminate this Agreement for cause, as to any or all Services, upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or immediately if the other party becomes the subject of any proceedings relating to insolvency, cessation of business, liquidation, or assignment for the benefit of creditors.

We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our Subscribers.

4.4 Suspension

4.4.1 Suspension for Prohibited Acts

We may suspend any User’s access to Services without notice for use of the Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement.

4.4.2 Suspension for Non-Payment

We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Services ten (10) days after such notice.

We will not suspend the Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

4.4.3 Suspension and Termination of Free Services

We may suspend, limit, or terminate the Free Services for any reason at any time without notice. We may terminate your subscription to the Free Services due to your inactivity.

4.5 Effect of Termination or Expiration

If your paid subscription is terminated or expires, we will continue to make available to you the Free Services. However, this may not be the case if your Agreement was terminated for cause.

4.6 Refunds

Refunds are available within twenty-four (24) hours of purchase by contacting Univyze at support@univyze.com and only if the Service does not meet its stated objective. Fees are otherwise non-refundable.

5. Customer Data

5.1 Customer Data Ownership

Customer retains ownership of all data submitted to the Service, including student records and education records (“Customer Data”).

5.2 FERPA Designation

To the extent Subscriber uploads or processes education records as defined by the Family Educational Rights and Privacy Act (FERPA), 20 U.S.C. § 1232g, Univyze acts as a “school official” with a legitimate educational interest, as permitted under FERPA.

Univyze agrees to:

• Use education records solely to provide the Service;
• Not disclose education records except as permitted by FERPA or authorized by Subscriber;
• Not use education records for advertising or marketing purposes.

5.3 License to Process Data

Subscriber grants Univyze a limited, non-exclusive license to host, process, transmit, and display Customer Data only as necessary to provide, maintain, and improve the Service.

5.4 Aggregated & De-Identified Data

Univyze may create and use aggregated and de-identified data for analytics, benchmarking, service improvement, and research, provided such data does not identify students or individual users.

6. Data Security & Privacy

Univyze will maintain reasonable administrative, technical, and physical safeguards consistent with industry standards to protect Customer Data.

Subscriber acknowledges:

• No system is completely secure;
• Univyze is not responsible for breaches caused by Subscriber, third-party systems, or force majeure events.

Univyze’s data practices are designed to align with:

• FERPA;
• California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA), where applicable.

Univyze acts as a service provider/processor, not a data seller.

7. Intellectual Property

7.1 Ownership

This is an agreement for access to and use of the Service, and you are not granted a license to any software by this Agreement.

We retain all intellectual property rights to the Univyze content, the Service, and any other Services provided under this Agreement. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Univyze content or the Service, in whole or in part, by any means, except as expressly authorized in writing by us.

Our registered trademarks include the Univyze wordmark and the Univyze logo design mark, and you may not use any of these without our prior written permission.

7.2 Suggestions

We encourage all Subscribers to comment on the Service and provide suggestions for improving it. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Service without payment or attribution to you.

7.3 Messaging System

Support messages are stored for approximately one (1) month unless a user chooses to retain them longer. Univyze team members may review messages for support or abuse prevention.

8. Limitation of Liability

Our liability is limited when it comes to issues you may encounter with our Service or Platform.

Other than the rights and responsibilities described in this Agreement and as allowed by applicable law, Univyze is not responsible for any losses.

8.1 Performance Warranty

We warrant that the Service will be provided in a manner consistent with generally accepted industry standards, and that we will not knowingly introduce any viruses or other forms of malicious code into the Service; provided, however, this warranty will not apply to you if you only use the Free Services.

In the event of non-conformance with this warranty, we will use commercially reasonable efforts to correct such non-conformance. If we cannot correct such non-conformance within sixty (60) days from the date when you notified us of the non-conformity, the “Remedy Period,” then either party may terminate this Agreement by providing the other party written notice within thirty (30) days after the end of the Remedy Period.

If either party terminates the Agreement, provisions under the “Term and Termination” section of this Agreement above are applicable.

We will not have any obligation or liability under this section if the non-conformance is caused by or based on:

• Any combination of the Service with any hardware, software, equipment, or data not provided by us;
• Modification of the Service by anyone other than us;
• Modification of the Service by us in accordance with specifications or instructions that you provided;
• Use of the Service in violation of or outside the scope of this Agreement.

This section states our entire liability and your sole and exclusive remedy with respect to any claim provided for under this section.

8.2 Disclaimer of Warranties

Except as set forth in the “Performance Warranty” section and without limiting our obligations in the “Protection of Customer Data” section of this Agreement, we make no representations or warranties about the suitability, reliability, availability, timeliness, security, accuracy, or completeness of the Service, data synced to or made available from the Service, or Univyze content for any purpose.

Application programming interfaces (APIs) may not be available at all times. To the extent permitted by law, the Service and Univyze content are provided “as is” without warranty or condition of any kind. We disclaim all warranties and conditions of any kind, whether express, implied, or statutory, with regard to the Service, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement.

8.3 No Indirect Damages

To the extent permitted by law, in no event will either party or its affiliates be liable for any indirect, incidental, punitive, or consequential damages, or loss of profits, revenue, data, or business opportunities arising out of or related to this Agreement, whether an action is in contract or tort and regardless of the theory of liability.

8.4 Limitation of Liability

To the extent permitted by law, and except for your liability for payment of fees, your liability arising from your obligations under the “Indemnification” section, our liability arising from our IP indemnification obligations under the “Indemnification” section, and your liability for violation of our intellectual property rights, if either party or its affiliates is determined to have any liability to the other party, its affiliates, or any third party, the parties agree that the aggregate liability of a party and its affiliates will be limited to a sum equal to the total amounts paid or payable for the Service in the twelve-month period preceding the event giving rise to a claim.

This limitation will not apply to you if you only use the Free Services. In that case, if we are determined to have any liability to you or any third party arising from your use of the Free Services, then our aggregate liability will be limited to one hundred U.S. dollars.

8.5 Third-Party Products

We and our affiliates disclaim all liability with respect to third-party products that you use. Our licensors will have no liability of any kind under this Agreement.

8.6 Agreement to Liability Limit

You understand and agree that absent your agreement to this limitation of liability, we would not provide the Service to you.

9. Indemnification

9.1 Subscriber Indemnification

You will indemnify, defend, and hold us and our Affiliates harmless, at your expense, against any third-party claim, suit, action, or proceeding, each an “Action,” brought against us, and our officers, directors, employees, agents, service providers, licensors, and Affiliates, by a third party not affiliated with us or our Affiliates to the extent that such Action is based upon or arises out of:

• Unauthorized or illegal use of the Service by you or your Affiliates;
• Your or your Affiliates’ noncompliance with or breach of this Agreement;
• Your or your Affiliates’ use of Third-Party Products;
• The unauthorized use of the Service by any other person using your User information.

We will notify you in writing within thirty (30) days of our becoming aware of any such Action, give you sole control of the defense or settlement of such Action, and provide you, at your expense, with any and all information and assistance reasonably requested by you to handle the defense or settlement of the Action.

You will not accept any settlement that imposes an obligation on us, requires us to make an admission, or imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

9.2 Univyze Indemnification

We will indemnify, defend, and hold you harmless, at our expense, against any Action brought against you, and your officers, directors, employees, agents, service providers, licensors, and Affiliates, by a third party not affiliated with you to the extent that such Action is based upon or arises out of an allegation that the Service infringes a valid patent in a member state of the Patent Cooperation Treaty, registered trademark, or registered copyright, referred to as “IP Indemnification.”

You will notify us in writing within thirty (30) days of you becoming aware of any such Action, give us sole control of the defense or settlement of such Action, and provide us, at our expense, with any and all information and assistance reasonably requested by us to handle the defense or settlement of the Action.

We will not accept any settlement that imposes an obligation on you, requires you to make an admission, or imposes liability not covered by these indemnifications or places restrictions on you without your prior written consent.

We will not have any obligation or liability under this section if the alleged Action is caused by or based on:

• Any combination of the Service with any hardware, software, equipment, or data not provided by us;
• Modification of the Service by anyone other than us;
• Modification of the Service by us in accordance with specifications or instructions that you provided;
• Use of the Service in violation of or outside the scope of this Agreement;
• An allegation that the Service consists of a function, system, or method traditionally utilized in marketing, sales, or services software that is not commercially unique to the Service, and the commercially unique aspects of the Service are not identified in the allegation giving rise to the Action;
• User interface or related user design elements not provided by us.

Notwithstanding the foregoing, in the event of such Action, or if we believe that such Action is likely, we may, at our sole option and expense:

• Modify the Service or provide you with substitute Service that is non-infringing;
• Obtain a license or permission for you to continue to use the Service, at no additional cost to you;
• If neither option is commercially practicable in our judgment, terminate your access to the Service, or to a portion of the Service as necessary to resolve the claimed infringement, and refund any prepaid but unused fees covering use of the Service after termination in accordance with the “Effect of Termination or Expiration” provision of this Agreement.

This section states our entire liability and your sole and exclusive remedy with respect to any Action provided for under this section.

You agree to indemnify and hold harmless Univyze, its employees, contractors, and affiliates from claims arising from your misuse of the platform, violation of these Terms, or content you input into the system.

Subscriber agrees to defend, indemnify, and hold harmless Univyze from claims arising out of:

• Customer Data, including FERPA-protected records;
• Subscriber’s misuse of the Service;
• Violations of law or third-party rights by Subscriber or its users.

10. Governing Law

The laws of California govern this Agreement and any disputes that may arise. California law and the Federal Arbitration Act will govern all disputes arising out of or relating to the Platform, this Agreement, and any Additional Terms, regardless of conflict of laws rules.

This Agreement is governed by and construed in accordance with the laws of the State of California and the laws of the United States, without giving effect to any conflict of law principles.

You agree that any action at law or in equity arising out of or relating to this Agreement that is not subject to arbitration shall be filed, and that venue properly lies, only in the state or federal courts located in the county of Orange, California, United States of America, and you consent and submit to the personal jurisdiction of such courts for the purposes of litigating such action.

These Terms are governed by the laws of the State of California, without regard to its conflict-of-law rules.

11. Modifications to the Terms

We may update these Terms from time to time. Users will be notified of material changes via email or in-app notices. Your continued use of the Services means you accept the updated Terms.

12. Severability

If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.

13. Survival

The provisions of this Agreement which by their nature should survive the termination of this Agreement shall survive such termination.

14. Entire Agreement

This Agreement and the provisions referenced herein, along with any agreements or policies that are incorporated herein by reference, constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior other arrangements, understandings, negotiations, and discussions, whether oral or written.

No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof, whether or not similar, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

15. Contact Us

For support, legal inquiries, or account questions, contact us at:

support@univyze.com