School Agreement
Last Updated: August 20, 2026
This Terms of Service ("Terms") is entered into by and between QDrop ("QDrop", "we", "us", or "our") and the school, school district, educational institution, or corporate entity identifying itself on an executed Order Form or through online subscription checkout ("Customer", "District", or "you").
Qdrop is provided by RocketChicken Interactive Inc. dba Motive.io, a company incorporated in British Columbia with its registered office at 901-4445 Lougheed Hwy, BC, Canada (“Qdrop”)
By executing an Order Form, completing an online purchase, or accessing the Service, Customer agrees to be bound by the terms of this Agreement.
1. DEFINITIONS & INTERPRETATION
- "Authorized User" means any employee, staff member, teacher, administrator, parent, or guardian authorized by Customer to access and use the Service under Customer’s account.
- "Customer Data" means all electronic data, communications, documents, text, files, or personal information submitted, uploaded, or transmitted to the Service by or on behalf of Customer or its Authorized Users.
- "Order Form" means an online checkout summary or a mutually executed sales order form specifying the Service tier, fees, billing cycle, and Subscription Term.
- "Service" means QDrop’s proprietary software-as-a-service platform, including AI-powered messaging features, administration portals, APIs, and associated documentation.
2. PROVISION OF SERVICES & SUBSCRIPTIONS
2.1 Access Grant.
Subject to the terms of this Agreement, QDrop grants Customer a non-exclusive, non-transferable, non-sublicensable worldwide right to access and use the Service during the Subscription Term solely for Customer’s educational and administrative operations.
2.2 Subscription & Fee Structure.
The Service is priced based on a base platform tier (which defines limits on active automated bots and document storage volume) plus a fee per chat user, as specified in the applicable Order Form.
2.3 Infrastructure & Third-Party AI Processing.
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- Application & Data Hosting: Core Application Data is hosted on Amazon Web Services (AWS) infrastructure located in the United Kingdom, Canada, or the United States, as determined by Customer’s jurisdiction and regional localization rules.
- AI Processing: QDrop utilizes Microsoft Azure OpenAI services strictly for processing user AI requests and generating responses. Customer Data processed via Azure AI is not used to host permanent storage infrastructure or train proprietary third-party AI models.
- AI-Generated Responses Qdrop utilizes artificial intelligence and automated technologies to interpret School Content and generate responses to questions. AI-generated responses (“Qdrop Responses”) may contain errors, omissions, inaccuracies, misunderstandings or information that is no longer current.
- Official School Information Prevails If a Qdrop Response conflicts with an official communication, policy, notice, calendar, instruction or other information issued by your School, the School’s official and most current information will prevail.
2.4 Customer Support & Onboarding.
- Support Services: The subscription includes access to an online support portal/board where Authorized Users can submit, track, and manage support tickets during the Subscription Term. Standard support is provided during QDrop's normal business hours.
- Onboarding Services: Onboarding, custom account configuration, and training services are not included in the standard base subscription fees unless explicitly itemized on an Order Form. Additional fees for onboarding services may apply and will be negotiated and agreed upon separately with each Customer on an applicable Order Form or Statement of Work.
3. FEES, BILLING & PAYMENT TERMS
3.1 Subscription Fees & Billing Cycle.
Fees are specified in the Order Form and may be billed on a Monthly or Annual basis in advance. Invoices are payable within thirty (30) days of the invoice date ("Net 30") unless otherwise agreed in writing.
3.2 Price Changes & Auto-Renewal Cap.
Renewal pricing is capped at a maximum increase of 5% per annum over the immediately preceding term, unless QDrop provides Customer with written notice of a higher price adjustment at least sixty (60) days prior to the end of the current Subscription Term.
3.3 Taxes.
- Canadian Transactions: Canadian purchases are subject to applicable federal and provincial taxes (including GST, HST, PST, or QST) based on the customer’s province.
- UK & US Transactions: Orders originating from the United Kingdom are billed from Canada and are not subject to UK VAT at point of sale. US orders are billed as tax-exempt software services unless local sales tax applies. Customer remains responsible for any local withholding or self-assessed taxes required by their jurisdiction.
3.4 Late Payments & Account Suspension.
Overdue invoices shall accrue interest at the rate of 1.5% per month (18% per annum) or the maximum legal rate allowable under applicable law, whichever is lower. If an account remains unpaid forty-five (45) days past due, QDrop reserves the right to suspend access to the Service upon ten (10) days' written notice.
4. CUSTOMER OBLIGATIONS & ACCEPTABLE USE
4.1 Account Responsibility.
Customer is responsible for maintaining the confidentiality of administrative credentials, maintaining accurate account details, and all activities conducted under its account.
You are responsible for activity conducted through your account unless that activity results from unauthorized use that you have promptly reported to us.
Your access may be provided through a third-party messaging or communication platform, such as WhatsApp. Your use of such third-party services is also subject to the third party’s terms and privacy policies.
Authorized Users
The School may authorize its employees, staff members, administrators and other individuals associated with the School to access and use the Subscription Services on the School's behalf (collectively, "Authorized Users").
The School is responsible for:
- determining which individuals are authorized to access and use the Subscription Services;
- ensuring that Authorized Users use the Subscription Services in accordance with these Terms;
- maintaining the accuracy of information used to establish or manage Authorized User access; and
- promptly notifying Qdrop when an individual should no longer have access to the Subscription Services.
The School may designate one or more administrators ("School Administrators") who may be provided with additional administrative functionality, including the ability to manage School Content, configure the Subscription Services, manage Authorized Users and access usage or administrative information made available through the Subscription Services.
The School is responsible for determining which individuals are authorized to use Qdrop and for maintaining the accuracy of information used to establish or manage user access.
4.2 Acceptable Use Policy.
Customer agrees to abide by QDrop’s Acceptable Use Policy (AUP), incorporated herein by reference. Customer shall not reverse engineer, decompile, scrape, or overburden the Service, nor upload unlawful or malicious code.
5. INTELLECTUAL PROPERTY & PUBLICITY
5.1 QDrop Intellectual Property.
QDrop retains all right, title, and interest (including all patent, copyright, trademark, and trade secret rights) in and to the Service, platform architecture, underlying software code, and documentation.
5.2 Customer Data Ownership.
Customer retains 100% ownership of, and all intellectual property rights in, all Customer Data uploaded or submitted to the Service.
5.3 Feedback License.
Customer grants QDrop a royalty-free, worldwide, perpetual license to use, incorporate, or implement any suggestions, feedback, or feature requests provided by Customer regarding the Service.
5.4 Publicity.
Customer agrees that QDrop may include Customer’s name and brand features (including district name and logo) in a list of QDrop customers on QDrop’s website or in online promotional materials. Customer also agrees that QDrop may verbally reference Customer as a QDrop customer. Customer may revoke this brand mark permission at any time by sending a written request to hello@qdrop.com.
6. CONFIDENTIALITY
"Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") under this Agreement. Each party agrees to protect the other's Confidential Information with reasonable care, use it strictly to fulfill obligations under this Agreement, and not disclose it to third parties, except to employees, advisors, or subcontractors under binding non-disclosure obligations.
7. DATA PROTECTION & PRIVACY
7.1 DPA Incorporation.
The terms of QDrop’s Data Processing Addendum (DPA) and Privacy Policy are incorporated into this Agreement by reference.
7.2 Regional Schedules.
The DPA incorporates specific statutory schedules for international compliance, including the UK International Data Transfer Addendum (UK IDTA) for UK customers and PIPEDA/Quebec Law 25 schedules for Canadian institutions.
8. WARRANTIES & DISCLAIMERS
8.1 Limited Warranty.
QDrop warrants that the Service will operate materially in accordance with published documentation during the Subscription Term.
8.2 Disclaimer.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." QDROP DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. QDROP DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR BE HELD LIABLE FOR INTERNET OR THIRD-PARTY HOSTING OUTAGES OUTSIDE ITS DIRECT CONTROL.
9. INDEMNIFICATION
9.1 QDrop IP Indemnity.
QDrop shall defend and indemnify Customer against direct third-party claims alleging that Customer’s authorized use of the Service infringes any third-party patent, copyright, or trademark, provided Customer notifies QDrop promptly in writing.
9.2 Customer Indemnity. Customer shall defend and indemnify QDrop against third-party claims arising from Customer Data uploaded in violation of law or breach of the Acceptable Use Policy.
10. LIMITATION OF LIABILITY
10.1 Consequential Damages Waiver.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF DATA, PROFITS, OR REVENUE) ARISING OUT OF THIS AGREEMENT.
10.2 General Liability Cap.
EXCEPT FOR BREACHES OF SECTION 4 (ACCEPTABLE USE) OR SECTION 5 (IP RIGHTS), EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.
10.3 Privacy Super-Cap.
FOR CONFIRMED DATA BREACHES OR VIOLATIONS OF PRIVACY LAWS COVERED UNDER THE DPA, EACH PARTY'S TOTAL AGGREGATE LIABILITY SHALL BE CAPPED AT TWO TIMES (2X) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.
11. TERM, RENEWAL & TERMINATION
11.1 Term & Auto-Renewal. The initial term is specified in the Order Form. Unless otherwise stated on the Order Form, subscriptions automatically renew for successive terms equal to the initial term, unless either party gives written notice of non-renewal at least thirty (30) days prior to the end of the current term.
11.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice.
11.3 Data Export & Off-Boarding. Upon termination or expiration of this Agreement, Customer shall have a thirty (30) day window to export Customer Data from the Service. Following this 30-day window, QDrop shall securely delete or overwrite all Customer Data in accordance with the DPA.
12. GOVERNING LAW & DISPUTE RESOLUTION
12.1 UK Customers: For Customers located in the United Kingdom, this Agreement is governed by the laws of England and Wales, and disputes shall be subject to the exclusive jurisdiction of the courts of London, UK.
12.2 Canadian Customers: For Customers located in Canada, this Agreement is governed by the laws of the province where the Customer’s main administrative office is located and the federal laws of Canada applicable therein.
12.3 US Customers: For Customers located in the United States, this Agreement shall be governed by the laws of the state in which the Customer’s primary administrative office is located, without regard to conflict of law principles.
12.4 All Other Customers: For all other Customers, this Agreement is governed by the laws of BC, Canada, without regard to conflict of law principles.
13. GENERAL PROVISIONS
13.1 Order of Precedence. In the event of any conflict or inconsistency, the order of precedence shall be: (1) Executed Order Form, (2) Data Processing Addendum (DPA), (3) this MSA, and (4) Acceptable Use Policy (AUP).
13.2 Severability & Force Majeure. If any provision is held invalid, the remaining provisions remain in full force. Neither party is liable for failure or delay in performance caused by circumstances beyond its reasonable control (e.g., acts of God, natural disasters, national emergencies, or global internet disruptions).