Terms & Conditions

These Terms and Conditions incorporate any applicable Order Form to which they are attached or in which they are referenced (each, an “Order Form” and collectively, the “Agreement”), by and between School Crest Interactive (“Company”), and the Customer listed on such Order Form (“Customer”; together with Company, the “Parties” and each, a “Party”). Company provides a hosted, software-as-a-service platform that enables its customer to collect and structure their information so it can be easily discovered, understood, and displayed (each, a “Digital Archive”) including, without limitation, on customer websites and/or through physical displays on customers’ premises, or otherwise. This Agreement establishes the business relationship and allocation of responsibilities regarding such Services.

1. Services

1.1 Access. Subject to timely payment, Company will make the Services available to Customer. Company may modify or delete features of the Services at its sole discretion to meet legal, regulatory, or industry-standard requirements.

1.2 Authorized Users; Credentials. Services may only be accessed by employees of Customer authorized to use the Services (“Authorized Users”) with valid credentials. Customer is responsible for: (1) managing credentials, (2) verifying user identity, and (3) ensuring compliance by every Authorized User. Media content displayed via the Digital Archive is publicly available to third parties (“End Users”), who are not considered Authorized Users.

1.3 Trial Services. Free trials or beta versions (“Free Services”) are provided free of charge until the trial ends or a paid subscription starts. Free Services are subject to usage limits and may be terminated by Company at any time.

2. Customer Responsibilities

2.1 Customer Data. Customer is solely responsible for the accuracy and integrity of all Customer Data (names, photos, likenesses). Customer represents they have obtained all required consents and permissions from persons whose PII is featured to permit Company to host and publicly display such data. Customer is responsible for maintaining their own independent backups.

2.2 Restrictions. Customer shall not: (a) decompile or reverse engineer the Services; (b) copy or modify the Services; (c) employ scraping methods; (d) use the Services for illegal purposes; or (e) upload inappropriate, obscene, or sexually explicit content.

2.3 End User Requests. Customer shall provide End Users with a mechanism to request removal of their PII. Customer shall process such removals within a commercially reasonable timeframe and notify Company of the request.

3. Hardware

Physical equipment (“Hardware”) is provided strictly on an “AS IS” and “WITH ALL FAULTS” basis. Company disclaims all warranties for Hardware. Customer’s exclusive rights are those provided by the original manufacturer, which Company will pass through to the extent permitted.

4. Ownership

4.1 Services. Title to and ownership of the Services, software, and proprietary marks remain exclusively with Company.

4.2 Customer Data. Customer retains ownership of Customer Data but grants Company a royalty-free license to store, display, and process it as necessary for the Services.

4.3 Feedback. Customer grants Company an irrevocable right to use any suggestions or feedback regarding the Services without compensation.

5. Fees and Payment

Customer shall pay fees per the Order Form. All fees are nonrefundable. Invoices are payable within 30 days. Late payments are subject to a 1.5% monthly finance charge. For electronic payments, Customer authorizes recurring charges for all applicable fees and taxes.

6. Representations, Warranties; Disclaimers

6.1 Mutual. Each Party represents they have the corporate power to enter this Agreement.

6.2 Company Warranty. Company warrants the Services shall perform materially in accordance with published documentation. This does not apply to Free Services, which are provided “AS IS.”

6.3 Security. Company warrants Services include safeguards to protect against common cyberattacks and encrypt data during transmission.

6.4 Third Party Software/AI. Access to third-party software or AI models is provided “AS IS.” Given the probabilistic nature of AI, Customer must evaluate the accuracy of any output via human review.

7. Limitation of Liability

7.1 Certain Damages. Company shall not be liable for indirect, consequential, or punitive damages.

7.2 Aggregate Cap. Company’s maximum aggregate liability shall be the lesser of actual damages or the fees paid by Customer during the 12-month period preceding the claim (minimum $5,000 for paid services).

8. Indemnification

8.1 Customer. Customer shall indemnify Company against claims arising from: (a) misuse of Services, (b) unauthorized access via Customer credentials, or (c) claims that Customer Data infringes third-party rights.

8.2 Company. Company shall defend Customer against third-party claims that the Services infringe a US patent or copyright, subject to limitations in Section 8.2(c).

9. Confidentiality and Data Breach

Each Party agrees to safeguard Confidential Information with a reasonable degree of care. Company shall notify Customer of any confirmed data breach involving student PII within seventy-two (72) hours of discovery.

10. Term and Termination

The Agreement renews automatically for successive 1-year terms unless notice of non-renewal is provided 30 days prior. Either Party may terminate for an uncured material breach. Upon termination, access ceases and all remaining Term fees become due.

11. Miscellaneous

11.1 Governing Law. This Agreement is governed by the laws of Delaware; provided that if Customer is a public school or district, the laws of the state where Customer is located shall apply.

11.2 Force Majeure. Company is not liable for delays caused by acts of God, cyberattacks, or other events beyond its reasonable control.

11.3 No Class Action. Claims must be brought in an individual capacity, not as part of a class or representative proceeding.