Terms of Service

1.1 The Service

The Service is a cloud-hosted, Software-as-a-Service (SaaS) student information system designed for K-12 schools, higher education institutions, trade schools, and virtual education programs. The Service includes student records management, enrollment, attendance tracking, grading, scheduling, academic analytics, reporting, and related modules as may be updated from time to time.

1.2 Eligibility

To use the Service, you must: (a) be at least 18 years of age; (b) have legal authority to enter into binding contracts; and (c) comply with all applicable laws and regulations, including those governing the collection, storage, and use of student data. If you are a minor, your parent or legal guardian must accept these Terms on your behalf.

1.3 Authorized Users

"Authorized Users" means individuals you authorize to access the Service under your account, including administrators, teachers, staff, and, where permitted by your Institution, students and parents/guardians. You are solely responsible for all activity conducted by Authorized Users under your account.

2.1 Account Registration

You must provide accurate, complete, and current registration information. You are responsible for maintaining the confidentiality of your login credentials and for all activities under your account. Notify us immediately at support@opensis.com of any unauthorized access or security breach.

2.2 Restrictions on Use

Except as expressly permitted by these Terms or applicable law, you agree not to, and not to permit others to:

• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service;
• Copy, rent, lease, sublicense, sell, or otherwise transfer rights to the Service;
• Use automated tools (bots, scrapers, crawlers) to access or extract data from the Service;
• Attempt to gain unauthorized access to any part of the Service or its underlying infrastructure;
• Transmit viruses, malware, or other malicious code through the Service;
• Use the Service in a manner that disrupts, damages, or impairs performance for other users;
• Use the Service to develop competing products or for unauthorized benchmarking;
• Misrepresent your identity or affiliation, or use another user's account without permission;
• Attempt to gain unauthorized acceViolate any applicable law, regulation, or third-party rights in connection with your use of the Service.ss to any part of the Service or its underlying infrastructure;

2.3 Account Types

We may offer different account tiers (e.g., Free, Starter, Professional, Enterprise). Features, storage, and support levels may vary by tier. We reserve the right to modify tier offerings with reasonable notice.these Terms or applicable law, you agree not to, and not to permit others to:

3.1 Student Data Ownership

"Student Data" means any personally identifiable information about students that is submitted to, collected by, or generated by the Service on your behalf. As between the parties, you (or your Institution) retain all ownership rights to Student Data. We process Student Data solely to provide and improve the Service and as described in our Privacy Policy.

3.2 FERPA Compliance

Where applicable, the parties acknowledge that you are a FERPA-covered educational institution and that we act as a "school official" with legitimate educational interest as defined under the Family Educational Rights and Privacy Act (20 U.S.C. § 1232g; 34 C.F.R. Part 99) ("FERPA"). We will not disclose Student Data except as permitted by FERPA and these Terms. We will comply with your reasonable instructions regarding FERPA-protected records.

3.3 COPPA Compliance

If your use of the Service involves children under 13, you represent that you have obtained all required parental consents under the Children's Online Privacy Protection Act ("COPPA") or that you are relying on a school consent exception under COPPA, and you assume responsibility for such compliance.

3.4 State Student Privacy Laws

We are committed to compliance with applicable state student data privacy laws, including but not limited to SOPIPA (California), STUDENT DATA ACT requirements, and similar statutes. We will not sell Student Data, use Student Data for targeted advertising, or disclose Student Data for purposes beyond providing the Service.

3.5 HIPAA Considerations

Certain educational institutions may store student health-related information within the Service.While openSIS is not intended to function as a covered healthcare system, OS4Ed applies security controls aligned with industry standards, including practices consistent with the Health Insurance Portability and Accountability Act (HIPAA), where applicable.

3.6 Data Processing Addendum

To the extent that applicable data protection laws (including GDPR or CCPA) require a Data Processing Agreement ("DPA"), a DPA is available upon request and is incorporated by reference into these Terms upon execution.

3.7 Data Security

We implement commercially reasonable administrative, technical, and physical safeguards designed to protect Student Data and Customer Content against unauthorized access, disclosure, alteration, or destruction. These measures include:

• Industry-standard encryption for data at rest and in transit;
• Role-based access controls and multi-factor authentication options;
• Regular security assessments and penetration testing;
• Incident response procedures and breach notification protocols.
• Our information security program follows industry best practices and is aligned with ISO 27001 information security management principles.

In the event of a confirmed data breach affecting Student Data, we will notify you without undue delay, and in any event within 72 hours of becoming aware, to the extent required by applicable law.

3.8 Data Retention and Deletion

Upon termination of your account or subscription, we will retain your Student Data for thirty (30) days to allow data export. After that period, we will securely delete or anonymize Student Data unless legally required to retain it. You may request earlier deletion by submitting a support ticket.

4.1 Ownership

You retain ownership of all data, information, and other content you submit to or generate through the Service ("Your Content"), including Student Data. You grant us a limited, non-exclusive, worldwide license to host, copy, process, transmit, and display Your Content solely to provide the Service and as described in these Terms and our Privacy Policy.

4.2 Your Responsibilities

You represent and warrant that: (a) you have all rights and consents necessary to submit Your Content to the Service; (b) Your Content does not infringe any third-party intellectual property rights; and (c) Your Content does not violate any applicable law or regulation. You are solely responsible for the accuracy, legality, and appropriateness of Your Content.

4.3 Removal

You may delete Your Content at any time. We are not responsible for any failure to remove content or for residual copies in backup systems.

5.1 Our Intellectual Property

The Service and all underlying software, algorithms, code, technology, user interfaces, documentation, and materials (collectively, "Our IP") are and remain the sole and exclusive property of the Company or its licensors. These Terms do not convey to you any ownership interest in Our IP. You agree not to copy, modify, create derivative works of, reverse engineer, or otherwise exploit Our IP except as expressly permitted herein.

5.2 Feedback

If you submit suggestions, ideas, or feedback about the Service ("Feedback"), you hereby assign to us all rights in that Feedback, and we may use it without restriction or compensation to you. We are not obligated to act on any Feedback.

5.3 License to Use the Service

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service during the applicable Subscription Term solely for your internal educational administration purposes.

6.1 Subscription Plans

We offer subscription plans as described at opensis.com/pricing ("Subscription Plan"). Features, user limits, storage, and pricing vary by plan. We may modify plans or pricing with at least thirty (30) days' prior written notice for changes affecting existing subscriptions.

6.2 Free Trial

We offer a fifteen (15) day free trial. No payment information is required for the trial. At the end of the trial, your account will be converted to a free tier or you may upgrade to a paid plan. We reserve the right to modify or discontinue trial offers.

6.3 Payment Terms

Paid subscriptions are billed in advance on the start date of each Subscription Term (annual or monthly). All fees are in U.S. dollars. You authorize us to charge your Payment Method on file. You are responsible for all applicable taxes. We may use third-party payment processors such as Stripe to process subscription payments; by using the Service, you agree to Stripe's Terms of Service available at stripe.com/legal.

6.4 Auto-Renewal

Subscriptions auto-renew at the end of each Subscription Term for a renewal term equal in length to the original term, unless you cancel at least thirty (30) days before the renewal date by submitting a cancellation request through your account portal or via a support ticket.

6.5 Refund Policy

All fees paid are non-refundable except: (a) if we terminate your subscription for reasons other than your breach, we will provide a pro-rated refund for the unused portion of the Subscription Term; or (b) as otherwise required by applicable law. We encourage use of the free trial before purchasing a subscription.

6.6 Inactive Free-Tier Accounts

Free-tier accounts inactive for 180 or more consecutive days may be deactivated. We will provide at least fourteen (14) days' advance email notice before deactivation. Upon deactivation, export will be available through secure download, after which the account and data will be deleted.

6.7 Non-Payment

If fees are not received by the due date, we may suspend access to the Service after ten (10) days' notice. Continued non-payment for thirty (30) days after the due date may result in termination of your account.

7.1 Term

These Terms are effective upon your acceptance and continue for the duration of your Subscription Term, unless earlier terminated in accordance with these Terms.

7.2 Termination by You

You may terminate your account at any time by submitting a support ticket. Termination takes effect at the end of your current Subscription Term. No refunds will be issued for unused portions of prepaid subscription periods, except as set forth in Section 6.5.

7.3 Termination or Suspension by Us

We may suspend or terminate your access to the Service immediately upon notice if: (a) you breach any material provision of these Terms; (b) you fail to pay fees when due; (c) we determine in good faith that your use poses a security risk or legal liability; or (d) required by law. We may terminate your account without cause on thirty (30) days' written notice.

7.4 Effect of Termination

Upon termination: (a) your license to use the Service ends immediately; (b) we will make Your Content available for export for thirty (30) days, after which it will be deleted; and (c) all provisions that by their nature should survive will survive termination, including Sections 3, 5, 8, 9, 10, 11, and 12.

10.1 Definition

"Confidential Information" means non-public, proprietary, or confidential information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is marked confidential or that reasonably should be understood to be confidential given the nature of the information. Your Student Data is your Confidential Information. Our product roadmaps, pricing models, and technical architecture are our Confidential Information.

10.2 Obligations

Each Receiving Party agrees to: (a) protect the Disclosing Party's Confidential Information with at least the same care as it uses for its own, and no less than commercially reasonable care; (b) use Confidential Information only to perform obligations or exercise rights under these Terms; and (c) not disclose Confidential Information to third parties without the Disclosing Party's prior written consent, except to employees, contractors, or advisors who need to know and are bound by confidentiality obligations no less restrictive than these.

10.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party before disclosure; (c) is independently developed without use of Confidential Information; or (d) must be disclosed by law or court order (in which case the Receiving Party must provide prompt prior notice to the Disclosing Party, to the extent permitted).

11.1 Our Warranties

We warrant that: (a) the Service will perform materially in accordance with our documentation; (b) we will implement the security measures described in Section 3.6; and (c) we will not knowingly introduce malicious code into the Service.

11.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE. WE DO NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET YOUR SPECIFIC REQUIREMENTS. NO ADVICE OR INFORMATION OBTAINED FROM US CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

13.1 By You

You agree to defend, indemnify, and hold harmless us and our officers, directors, employees, and agents from and against any claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Service in violation of these Terms; (b) Your Content; (c) your violation of any third-party right; or (d) your violation of applicable law.

13.2 By Us

We agree to defend, indemnify, and hold harmless you from and against any third-party claims alleging that the Service, as provided by us and used in accordance with these Terms, infringes any third-party intellectual property right. Our indemnification obligation does not apply if the alleged infringement arises from: (a) your modification of the Service; (b) use of the Service in combination with third-party products not provided by us; or (c) use of any version of the Service after we have provided a non-infringing update.

14.1 Governing Law

These Terms are governed by the laws of the State of Georgia, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.2 Informal Resolution

Before initiating formal proceedings, the parties agree to attempt to resolve any dispute informally by contacting us at legal@opensis.com. We will use good-faith efforts to resolve the dispute within sixty (60) days of receiving notice.

14.3 Arbitration

If the parties cannot resolve a dispute informally, either party may require that the dispute be submitted to binding arbitration administered by JAMS in Atlanta, Georgia, under JAMS' then-current rules. Each party shall bear its own costs, unless the arbitrator determines otherwise. The arbitrator's decision is final and may be entered as a judgment in any court of competent jurisdiction. NOTHING IN THIS SECTION PREVENTS EITHER PARTY FROM SEEKING INJUNCTIVE OR OTHER EQUITABLE RELIEF IN A COURT OF COMPETENT JURISDICTION TO PROTECT INTELLECTUAL PROPERTY OR CONFIDENTIAL INFORMATION.

14.4 Class Action Waiver

ALL CLAIMS MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS WITHOUT BOTH PARTIES' CONSENT.

14.5 Venue

For any actions excluded from arbitration, the parties consent to the exclusive jurisdiction of the federal and state courts located in Atlanta, Georgia.

15.1 Export Compliance

You agree to comply with all applicable U.S. and international export control laws and regulations, including the Export Administration Regulations (EAR) and sanctions maintained by OFAC. You represent that you are not located in, or a national or resident of, any country subject to U.S. embargo, and that you are not on any restricted party list.

15.2 U.S. Government Users

The Service is commercial computer software developed at private expense. U.S. Government use is subject to the terms of 48 C.F.R. 12.212 (civilian agencies) or 48 C.F.R. 227.7202-3 (DoD agencies).

16.1 Entire Agreement

These Terms, together with the Privacy Policy, any executed Order Form or DPA, and any additional terms incorporated by reference, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements, understandings, and negotiations.

16.2 Modifications

We may update these Terms from time to time. If we make material changes, we will provide at least thirty (30) days' notice via email or in-app notification. Your continued use of the Service after the effective date of the updated Terms constitutes your acceptance. If you do not agree, you may terminate your account before the effective date.

16.3 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets. Any purported assignment in violation of this section is void.

16.4 Notices

We may send notices to you via email to your registered email address or via in-app notification. You may send notices to us at: Open Solutions for Education, Inc., Attention: Legal Department, legal@opensis.com.

16.5 Severability

If any provision of these Terms is found invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

16.6 No Waiver

Failure to enforce any provision of these Terms will not constitute a waiver of future enforcement of that or any other provision.

16.7 Force Majeure

Neither party will be liable for failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, government actions, pandemic, or internet or telecommunications failures, provided the affected party gives prompt notice and uses commercially reasonable efforts to mitigate the impact.

16.8 Publicity

We may identify you as a customer in our promotional materials. You may request removal of such identification at any time by contacting us via the web form at opensis.com/contact-us, and we will promptly comply.

16.9 California Residents

The provider of this Service is Open Solutions for Education, Inc. California residents may report complaints to the Complaint Assistance Unit of the Division of Consumer Services, California Department of Consumer Affairs, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or at (800) 952-5210.

16.10 Contact

For questions about these Terms, please contact us at:

Open Solutions for Education, Inc.
Email: legal@opensis.com
Web: opensis.com/contact-us