1. Agreement to Terms
These Terms of Service ("Terms") are a legal agreement between Valence Systems, Inc. ("Valence," "we," "us") and the organization or individual accessing ConcordiumOS ("you," the "Customer"). By accessing or using the Services, you agree to these Terms. If you use the Services on behalf of a school or district, you represent that you are authorized to bind that organization.
2. Definitions
- "Services" — the ConcordiumOS application, related tools, and our marketing website.
- "Customer Data" — data submitted to or generated within the Services by or on behalf of the Customer, including student, family, and staff records.
- "Order" — an order form, subscription, or written agreement referencing these Terms.
3. The Service & Eligibility
ConcordiumOS is intended for use by educational institutions and their authorized staff. You must be at least 18 years old and authorized by your institution to create an administrative account. Access is provided on a subscription basis as described in an applicable Order.
4. Accounts & Access
You are responsible for maintaining the confidentiality of account credentials and for all activity under your accounts. You agree to configure roles and permissions appropriately, to notify us promptly of any unauthorized use, and to ensure your users comply with these Terms.
5. Acceptable Use
You agree not to:
- Use the Services in violation of applicable law or third-party rights;
- Upload malicious code or attempt to disrupt, probe, or gain unauthorized access to the Services;
- Reverse engineer, resell, or provide the Services to third parties except as permitted;
- Use the Services to store or transmit content that is unlawful, harassing, or infringing.
6. Customer Data & Ownership
As between the parties, the Customer owns all Customer Data. You grant Valence a limited license to host, process, and transmit Customer Data solely to provide and support the Services and as instructed by you. Our handling of student and family records is further governed by our Data Processing Addendum and FERPA commitments. We do not sell Customer Data or use it for advertising.
7. Subscriptions, Fees & Billing
Fees, billing frequency, and the subscription term are set out in your Order. Unless stated otherwise, fees are non-refundable, invoices are due on the terms specified, and subscriptions renew for successive terms unless either party gives notice of non-renewal before the end of the current term.
8. Term & Termination
These Terms apply while you use the Services. Either party may terminate for material breach that remains uncured 30 days after written notice. Upon termination, your right to access the Services ends, and we will make Customer Data available for export and then delete it as described in the Data Processing Addendum. Sections intended to survive (including ownership, disclaimers, limitations of liability, and indemnification) survive termination.
9. Confidentiality
Each party may access the other's confidential information. The receiving party will protect it with reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and advisors with a need to know who are bound by confidentiality obligations.
10. Warranties & Disclaimers
We will provide the Services with reasonable skill and care. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR DATA. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY THE CUSTOMER IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12. Indemnification
You will defend and indemnify Valence against third-party claims arising from your unlawful use of the Services or your Customer Data, and we will defend and indemnify you against third-party claims that the Services, as provided by us, infringe their intellectual property rights, each subject to prompt notice and reasonable cooperation.
13. Governing Law & Disputes
These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. The parties will attempt to resolve disputes informally before pursuing formal remedies in the state or federal courts located in Delaware.
14. Changes to These Terms
We may update these Terms from time to time. Material changes will be reflected by updating the "Last updated" date, and where appropriate we will provide additional notice. Continued use after changes take effect constitutes acceptance.
15. Contact
Questions about these Terms can be sent to legal [at] concordiumos.com.