Commercial Software License Agreement (EULA)

The shaded “What it means” boxes below are plain-language summaries to aid comprehension. They are not part of the Agreement and do not modify it — the full text controls.

This Commercial Software License Agreement — the "Agreement", informally the EULA — is between CPE.io LLC, a Georgia limited liability company doing business as TeachMetrics ("we", "us"), and the person or entity that licenses the TeachMetrics software ("you"). By clicking "I agree," purchasing a license, or downloading, installing, or using the Software after being presented with this Agreement, you agree to be bound by it. If you accept on behalf of a company or other entity, you represent that you have authority to bind it, and "you" means that entity.

This Agreement governs the software license; your purchase, subscription, and our services are governed by the Terms of Service, and data handling by the Privacy Policy. If this Agreement and the Terms conflict about the software license — including its warranties, disclaimers, and liability limits — this Agreement controls; about the service relationship, the Terms control.

1. Definitions

• "Software" — the TeachMetrics application delivered to you: source code, templates, assets, migrations, and documentation, in the form we shipped it and any Updates we deliver to you.
• "Site" — one separately administered Teachable school account licensed for use with the Software, together with the single production instance serving that school and reasonable non-production (staging, development, and backup) copies used solely for it. The Site is the school, not the hardware: you may change servers, hosting providers, or domains without affecting the license.
• "Subscription Term" — the period your annual subscription is active under the Terms of Service.
• "Update" — any new version, patch, or security fix of the Software we make available.

2. License grant

Subject to this Agreement and payment of the applicable fees, we grant you a non-exclusive, non-transferable license, per Site, to:

1. install and run one production instance of the Software for one Site, on infrastructure you control (or that is operated for you);
2. make and run reasonable staging, development, and backup copies for that same Site;
3. view and modify the source code for your own Site's use (see Section 4); and
4. receive and apply Updates delivered during your Subscription Term.

One license covers one Site. Additional Teachable schools each require their own license.

3. The part most licenses hide (read this one)

• Your license to the versions you received does not expire. If your subscription lapses, you may keep running the Software versions delivered to you during your Subscription Term, for your Site, indefinitely — a lapse never makes your continued use of those versions an infringement. You may reinstall them, restore them from your own backups, and move them to replacement infrastructure. What lapses is your right to Updates, new versions, and support — including security fixes, though Section 8 says what we do about critical vulnerabilities regardless of subscription status.
• Source-available is not open source. You can read and modify the code you licensed, but the Software is not licensed under an OSI-approved open-source license. All rights not expressly granted are reserved by us.

4. Modifications

You may modify the Software for your own Site's use. If you do:

• You are responsible for the effects of your modifications and for the portions of the Software affected by them — including anything a modified installation transmits to third parties or exposes. This includes the security and AI data-protection safeguards described in the documentation and summarized in the Privacy Policy: the shipped Software enforces them; your modifications may not.
• We have no obligation to support a modified installation, and Updates may overwrite or conflict with your changes.
• Modifications do not give you any ownership of the Software, and you may not distribute them (Section 5) — they are licensed to you on the same terms as the Software itself.

5. Restrictions

You may not:

1. redistribute, publish, sell, rent, sublicense, or share the Software or any part of its source code, in original or modified form, including posting it to a public repository;
2. run the Software as a service for third parties — one license serves one Site; hosting instances for other schools or customers requires a separate agreement with us;
3. share license keys or download credentials outside your organization;
4. use the Software or its source code to build a competing product or service — including reimplementing, porting, or translating its analytics logic, metric definitions, queries, schema, or design to another language, framework, or platform, whether by you or by anyone you give access to. This applies to everyone who takes a license, including platform operators and their affiliates: a license authorizes running TeachMetrics for a Site, not studying the Software to reproduce its functionality;
5. remove or alter copyright, license, or attribution notices;
6. transfer this license except with our prior written consent (not unreasonably withheld for a sale of the school or business the Site serves; an internal reorganization or change of legal form that does not change the school the Site serves needs only prompt notice, not consent); or
7. use the Software in violation of law or of Teachable's terms.

These restrictions do not prevent you from giving access to employees and contractors who need it to install, operate, maintain, secure, or modify the Software for your Site and who are bound by confidentiality and use restrictions at least as protective as this Agreement (Section 6a), or from making disclosures required by law or court order (with prompt notice to us where lawful).

6. Ownership

We (CPE.io LLC) retain all right, title, and interest in the Software, including all intellectual property rights. Your data is yours: everything the Software stores about your school, students, and business in your database belongs to you, as described in the Terms and Privacy Policy.

6a. Source-code confidentiality

The Software's source code is not publicly available and is our confidential information. You will protect it with at least the care you use for your own confidential material, and not disclose it to anyone except the people Section 5 permits, under confidentiality at least that protective. This obligation survives termination and is in addition to — not instead of — the restrictions in Section 5. It does not apply to the third-party components in Section 7, which are publicly available under their own licenses, nor to information that becomes public through no breach of yours, that you lawfully knew without a duty of confidence before receiving it, that you independently developed without using the source code, or that you lawfully received from a third party who was free to share it. In particular, you may not use or disclose the source code to develop, or help anyone else develop, a competing product or service (Section 5).

7. Third-party components

The Software includes open-source components — inventoried in THIRD-PARTY-NOTICES.md, with license texts in the accompanying dependency and distribution materials — licensed under their own terms. Nothing in this Agreement restricts your rights under those components' licenses; they remain governed by their own notices.

8. Updates, support, and installation communications

Updates and support are provided per your subscription tier under the Terms of Service, during an active Subscription Term. Expiration or cancellation of your subscription does not disable the Software versions you validly received (Section 3); only termination for breach under Section 10 ends your license.

The Software may contact TeachMetrics systems to check for available Updates and to transmit limited installation information. The transmitted payload is limited to: the license identifier, the Software version, a random installation identifier (generated at installation and derived from nothing in your data), and the date and time of the request. Our servers and service providers also receive ordinary connection information, such as the requesting IP address and technical request logs.

This process transmits no student records, course records, school analytics, database contents, financial information, API credentials, AI prompts or outputs, or other customer-generated content.

We use this information only to associate installations with licenses, understand which Software versions remain in use, provide relevant update and security information, prevent unauthorized distribution, and maintain the security and reliability of the update service. Our handling and retention of it are described in the Privacy Policy and the documentation.

An inability to contact TeachMetrics systems will never disable an installed instance, prevent access to your data, or affect your right to use Software versions validly delivered to you. The Software contains no remote kill switch (Section 9a). We may, however, deny access to Updates, downloads, or support while a subscription is inactive or after a license has been terminated under this Agreement.

Security notices. We may publish security advisories for the Software at teachmetrics.co. When we become aware, through our ordinary security and development processes, of a vulnerability that we classify as critical and that materially affects a version of the Software, we will use commercially reasonable efforts to notify license holders known to us who received an affected version. We may provide notice by publishing an advisory, sending a message to the current account email address, displaying a notice through the installation communications described above, or any combination of those methods. Publication of an advisory at the designated security-advisory location on teachmetrics.co constitutes notice to license holders whose subscriptions have expired.

You are responsible for maintaining current contact information, monitoring published security advisories, maintaining appropriate backups and security controls, and deciding whether to continue using an unsupported version. We are not obligated to monitor unsupported installations, independently investigate vulnerabilities in unsupported versions, confirm receipt of a notice, or provide individual notice when your contact information is inaccurate or the installation cannot communicate with our systems.

Security fixes are Updates and are available during an active Subscription Term. We may, at our discretion, provide a critical security fix or mitigation to customers without an active subscription, but we have no obligation to develop or provide fixes, patches, mitigations, compatibility changes, or other maintenance after the applicable Subscription Term.

The documentation identifies when these communications occur and explains any available configuration or opt-out settings. We will not materially expand the information transmitted without updating this disclosure and the documentation.

9. Warranty disclaimer and liability

The Software is provided "AS IS" and "AS AVAILABLE," with all faults, without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, title, and non-infringement. Software is never fault-free: the presence of bugs, imperfections, or the need for Updates does not by itself constitute a breach of this Agreement. Analytics, trends, and AI outputs are informational tools only — not business, financial, legal, or other professional advice — and decisions you make from them are yours alone. Our aggregate liability arising out of this Agreement or the Software will not exceed the greater of (a) the amounts you paid us for the applicable Site in the twelve (12) months before the event giving rise to the claim, or (b) one hundred U.S. dollars ($100). We are not liable for indirect, punitive, special, or consequential damages. These terms parallel the Terms of Service (§15–§16); for warranties, disclaimers, and liability arising from the software license, this Agreement controls.

The Teachable platform is not ours. The Software works by calling Teachable's API with your school's credentials, and the shipped Software is designed to respect Teachable's published rate limits. You are responsible for your school's compliance with Teachable's terms — including when a modified installation, an unusual configuration, or multiple concurrently running instances (production, staging, development) together exceed those limits. We are not liable for any action Teachable or its affiliates take regarding your school, account, or API access — including rate limiting, throttling, suspension, or changes to or discontinuation of the Teachable API — however caused.

9a. What we do warrant

One positive promise, because you are installing this on your own server: as delivered by us, the Software contains no code intentionally designed to give us undisclosed access to your installation or data, damage your systems or data, or remotely disable your validly licensed installation — no malware, no backdoors, no kill-switches, no license-enforcement code that could stop your instance from working. (You can verify this: you have the source.) The update checks and installation communications disclosed in Section 8 and the documentation do not breach this warranty: they cannot disable a received version and carry no customer data. If we ever breach this warranty, your sole and exclusive remedy is that we fix it promptly or you terminate and receive a refund of the current Subscription Term's fees.

10. Termination

• By lapse: if your subscription expires or you cancel, Section 3 applies — your license to received versions survives; Updates and support end. A lapse is not a breach.
• By breach: if you materially breach this Agreement, we will notify you and you have 30 days to cure. Intentional or material public redistribution or publication of the source code terminates the license immediately; an accidental disclosure that you promptly and completely remediate is treated as curable. On termination for breach, you must stop using the Software and destroy all copies, including modified copies.
• Survival: the perpetual-use right in Section 3 survives expiration or cancellation of your subscription, but not termination for uncured material breach. Sections 6, 6a, 7, 9, 9a, and 11 survive any termination.

11. General

• Export controls: by using the Software you represent that you are not located in, ordinarily resident in, or acting on behalf of any country or region subject to comprehensive U.S. sanctions, and that you are not on any U.S. government restricted-party list.
• Governing law and venue: Georgia, USA, excluding conflict-of-law rules. The state courts located in DeKalb County, Georgia, and the United States District Court for the Northern District of Georgia have exclusive jurisdiction over disputes arising from this Agreement, and each party consents to venue there.
• Notices: formal notices to us go to support@teachmetrics.co (or an address we designate in writing); notices to you go to your account email. Email is a valid channel for both.
• Feedback: if you send us ideas, suggestions, or feedback about the Software, we may use them without restriction or obligation to you — it never transfers your ownership of anything else.
• Waiver: not enforcing a provision on one occasion does not waive it for the future.
• Headings and copies: headings are for convenience only and do not control interpretation; electronic acceptance and electronic copies of this Agreement are valid.
• Entire agreement: this Agreement, together with the Terms of Service and Privacy Policy, is the entire agreement about the Software. If any provision is unenforceable, it is trimmed minimally and the rest stands.

Questions about licensing (multiple schools, transfers, hosting partners): contact us at support@teachmetrics.co.