Terms of Service

Effective Date: February 20, 2026

1. Acceptance of Terms

By creating an account, accessing, or using the Acadesync platform ("Service"), you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy. If you do not agree to these Terms, you may not use the Service.

If you are accepting these Terms on behalf of a school, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and "you" refers to that entity.

2. Description of Service

Acadesync is a cloud-based Software-as-a-Service (SaaS) platform designed for K-12 schools to manage their day-to-day operations, including but not limited to:

• Student Information System (SIS)
• Tuition management and billing
• Gradebook and learning management
• Attendance tracking
• Administrative, teacher, parent, student, nurse, lunch staff, and counselor portals
• Online enrollment
• Fundraising and donation management
• Car line management
• Multi-campus management

The Service is provided on an "as-is" and "as-available" basis. We make reasonable efforts to maintain the availability and performance of the Service, but we do not guarantee uninterrupted or error-free operation.

3. Account Registration and Security

To use the Service, you must create an account by providing accurate, current, and complete information. You agree to:

• Maintain the accuracy of your account information
• Keep your login credentials secure and confidential
• Notify us immediately of any unauthorized access to your account
• Accept responsibility for all activities that occur under your account

School administrators are responsible for managing staff accounts, assigning appropriate permissions, and revoking access when necessary (e.g., when an employee leaves the organization).

4. Subscription and Billing

4.1 Pilot Pricing

Pilot program participants receive pricing of $1 per student per month, guaranteed for a period of two (2) full years from the date of enrollment. This rate will not increase during the guarantee period.

4.2 Billing Cycle

The Service is billed on a month-to-month basis. Payment is due on the billing date each month. You may cancel your subscription at any time without penalty.

4.3 Pricing Changes

For accounts not covered by pilot pricing or after the pilot guarantee period expires, we reserve the right to change pricing with sixty (60) days' advance notice via email to the address on file. Continued use of the Service after the notice period constitutes acceptance of the new pricing.

4.4 Refunds

We do not provide refunds for partial months. If you cancel your subscription, you will retain access to the Service through the end of your current billing period.

5. Data Ownership and Responsibilities

5.1 Your Data

You retain all ownership rights to the data you enter into the Acadesync platform ("Your Data"), including student records, grades, financial information, and any other content created or uploaded by you or your authorized users.

5.2 License to Us

You grant us a limited, non-exclusive, royalty-free license to use, store, process, and transmit Your Data solely for the purpose of providing and improving the Service. We will not sell, rent, or share Your Data with third parties except as necessary to provide the Service or as required by law.

5.3 Data Export

You may export Your Data at any time in standard formats (such as CSV). We will provide reasonable assistance to facilitate data export upon request.

5.4 Data Accuracy

You are solely responsible for the accuracy, quality, and legality of Your Data and the means by which you acquired it. We are not responsible for verifying the accuracy of data entered into the platform.

5.5 Student Data and Compliance

You are responsible for ensuring compliance with all applicable laws and regulations, including the Family Educational Rights and Privacy Act (FERPA), when entering and managing student data. You represent that you have obtained all necessary consents and permissions to use the Service with student information.

6. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree NOT to:

• Use the Service for any purpose other than legitimate school management operations
• Attempt to access data belonging to other schools or organizations
• Use the Service for any illegal, fraudulent, or harmful activity
• Reverse engineer, decompile, disassemble, or attempt to extract the source code of the Service
• Upload or transmit viruses, malware, or other malicious code
• Attempt to interfere with or disrupt the Service or its servers
• Exceed reasonable usage limits or engage in activities that negatively impact other users
• Use automated means (such as bots or scrapers) to access the Service without our written permission
• Misrepresent your identity or affiliation with any person or organization

We reserve the right to suspend or terminate your account if we determine, in our sole discretion, that you have violated this Acceptable Use policy.

7. Intellectual Property

The Acadesync platform, including all underlying technology, software, designs, trademarks, logos, and documentation, is the intellectual property of SMPL.CX LLC and is protected by copyright, trademark, and other intellectual property laws.

You may not use our trademarks, logos, or branding without our prior written permission. You may not copy, modify, distribute, or create derivative works based on the Service.

User-generated content (such as grades, attendance records, and notes) remains your property and is governed by Section 5 above.

8. Service Availability

We strive to maintain 99.9% uptime for the Service, but we do not guarantee uninterrupted or error-free operation. The Service may be temporarily unavailable due to:

• Scheduled maintenance (which we will communicate in advance when possible)
• Emergency repairs or security updates
• Factors outside our reasonable control (such as third-party service outages, network failures, or force majeure events)

We are not liable for any downtime, data loss, or business interruption caused by service outages, regardless of the cause.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SMPL.CX LLC'S TOTAL LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICE IS LIMITED TO THE AMOUNTS YOU HAVE ACTUALLY PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL SMPL.CX LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of data or information
• Loss of revenue, profits, or business opportunities
• Business interruption or downtime
• Cost of substitute services
• Reputational harm

THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you.

10. Indemnification

You agree to indemnify, defend, and hold harmless SMPL.CX LLC, its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Your use of the Service
• Your violation of these Terms
• Your violation of any applicable law or regulation
• Your Data, including any claims that Your Data infringes or violates any third-party rights
• Any claims related to the accuracy or legality of student data you have entered into the platform

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with our defense of such claim.

11. Termination

11.1 Termination by You

You may terminate your account at any time by contacting us at the email address provided in Section 17 below. Upon termination, your subscription will not renew, and you will retain access through the end of your current billing period.

11.2 Termination by Us

We may suspend or terminate your account at any time if:

• You violate these Terms
• Your account is delinquent on payment
• We are required to do so by law
• We determine, in our sole discretion, that continuing to provide the Service poses a security or legal risk

11.3 Data Export Period

Upon termination (by either party), we will provide you with thirty (30) days to export Your Data from the platform. After this export period, Your Data will be permanently deleted within ninety (90) days.

11.4 Survival

Sections 5 (Data Ownership), 7 (Intellectual Property), 9 (Limitation of Liability), 10 (Indemnification), 14 (Governing Law), and 16 (Miscellaneous) will survive any termination of these Terms.

12. Privacy

Our collection, use, and protection of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you acknowledge that you have read and understood our Privacy Policy.

13. Modifications to Terms

We may modify these Terms from time to time. If we make material changes, we will notify you via email at least thirty (30) days before the changes take effect. Continued use of the Service after the notice period constitutes your acceptance of the modified Terms.

If you do not agree to the modified Terms, you may terminate your account as described in Section 11.

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Georgia, United States of America, without regard to its conflict of law provisions.

14.2 Jurisdiction

Any disputes arising from or relating to these Terms or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Georgia. You consent to personal jurisdiction in these courts and waive any objection to venue.

14.3 Informal Resolution

Before filing any legal action, the parties agree to attempt to resolve the dispute through good-faith negotiation. Either party may initiate this process by sending a written notice to the other party describing the nature of the dispute.

15. California Users and Residents

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

16. Miscellaneous

16.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and SMPL.CX LLC regarding the Service and supersede all prior or contemporaneous agreements, understandings, or representations.

16.2 Waiver

Our failure to enforce any provision of these Terms shall not be deemed a waiver of that provision or our right to enforce it in the future.

16.3 Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

16.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign these Terms to any affiliate or in connection with a merger, acquisition, or sale of assets.

16.5 Notices

Any notices required or permitted under these Terms will be sent to the email address associated with your account. It is your responsibility to keep your email address current. Notices will be deemed delivered 24 hours after the email is sent, unless we receive notice that the email was not delivered.

16.6 Force Majeure

We shall not be liable for any failure or delay in performance due to causes beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, labor disputes, pandemics, internet outages, or failures of third-party services.

17. Contact Information