Sheaves Enterprises Terms of Use

1. Acceptance of Terms
By accessing or using the Services (as defined below), you agree to be bound by these Terms of Use and our Privacy Policy. If you do not agree, do not use the Services.
The term "Services" means all software applications, platforms, integrations, APIs, support services, and related materials provided by Sheaves Enterprises to assist U.S. schools in delivering and managing computer-based solutions.

2. Modifications to Terms
We may modify these Terms from time to time. We will provide notice of material changes and the updated Terms will be effective upon posting. Your continued use of the Services after the effective date constitutes acceptance of the modified Terms.
If you do not agree to the modified Terms, you must cease use of the Services.

3. Use of the Services
Eligibility: You must be at least 18 years old and have the authority to bind the organization you represent to these Terms.
License: Sheaves Enterprises grants you a non-exclusive, non-transferable, revocable license to use the Services for internal educational administration purposes in accordance with these Terms.
Prohibited Use: You may not use the Services to:
Violate any applicable law or third-party rights.
Interfere with or disrupt the integrity or performance of the Services.
Attempt to gain unauthorized access to the Services or related systems.
Use the Services to create or distribute malware or perform phishing or spoofing activities.
Use the Services to store or process prohibited data or child-directed content without compliance.
Compliance: You are responsible for configuring and using the Services in a manner that complies with applicable laws, including FERPA, state student privacy laws, and school district data handling standards.

4. Privacy, Data Security, and FERPA
Privacy Policy: Our Privacy Policy explains how we collect, use, and protect data. By using the Services, you consent to data collection and processing as described therein.
Data Ownership: You own all data you submit through the Services. We retain a license to process and store data as necessary to provide and improve the Services.
FERPA Compliance: We will implement and maintain reasonable administrative, technical, and physical safeguards to protect education records as defined by FERPA. We will promptly address requests for access, amendment, or deletion of education records as required by applicable laws.
Data Handling Standards: We align with recognized school data handling standards (e.g., industry best practices for student information systems) and implement role-based access controls, encryption at rest and in transit, regular security assessments, and incident response procedures.
Security: We implement commercially reasonable safeguards. You acknowledge that no security measures are infallible and that data transmission and storage can involve risk and Sheaves Enterprises can not be held liable.

5. Intellectual Property
Ownership: All content and software provided by Sheaves Enterprises, including software code, interfaces, documentation, and branding, remain the property of Sheaves Enterprises or its licensors.
Restrictions: You may not reproduce, modify, reverse engineer, decompile, or create derivative works of the Services, except as expressly permitted by us.
Feedback: If you provide suggestions or feedback about the Services, you grant us a non-exclusive license to use and incorporate without obligation.

6. Third-Party Services and Integrations
The Services may integrate with or rely on third-party services. Your use of these third-party services is subject to their own terms and privacy policies. Sheaves Enterprises is not responsible for third-party content or performance.

7. Service Levels and Support
Availability: We strive to provide reliable access to the Services and will publish service level commitments where applicable.
Support: We offer technical support per a separate Support and Services Policy. Response times and channels will be defined in that policy.

8. Fees, Payment, and Access Suspension for Non-Payment
Fees: You agree to pay all fees for the Services as described in the applicable order form or invoice.
Billing: Payments are due in accordance with the terms stated in the invoice. Late payments may incur interest as permitted by law.
Access Suspension for Non-Payment: If payment is not received by the due date, access to the Services may be suspended or restricted until payment is made in full. This suspension does not excuse ongoing payment obligations or liability for amounts due.
Changes: We may adjust pricing by providing notice in advance; continued use after the effective date constitutes acceptance of the new pricing.

9. Term, Termination, and Access Retention
Term: These Terms continue for as long as you use the Services or until terminated.
Termination for Convenience: Either party may terminate the relationship upon written notice, subject to any ongoing obligations.
Termination for Cause: We may terminate or suspend access if you breach these Terms, infringe our rights, or pose a material risk to others.
Data Retention on Termination: Upon termination, you may request a reasonable period to retrieve your data, subject to any applicable law, privacy obligations, and reasonable cost.

10. Mediation and Dispute Resolution
Mandatory Mediation: Any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall first be resolved by binding mediation conducted by a mutually agreed mediator in a location agreed by the parties, or remotely with Walter J. Lanier, Esq.
Governing Law and Forum: This agreement shall be governed by the laws of the United States and, to the extent applicable, the laws of the state of incorporation of Sheaves Enterprises, without regard to conflicts of laws principles. The exclusive venue for any dispute not resolved through mediation shall be the state or federal courts located in the state of incorporation.
Injunctive Relief: Nothing in this section prevents either party from seeking injunctive relief in a court of competent jurisdiction to protect its confidential information, intellectual property, or other rights pending mediation.

11. Limitation of Liability — Service Limitations During War, Extreme Weather, Hacking, and Power Grid Failures
Zero Liability for Certain Disruptions: To the maximum extent permitted by law, neither Sheaves Enterprises nor its licensors, affiliates, or suppliers shall be liable for any indirect, incidental, special, consequential, or punitive damages arising from service limitations, outages, or failures caused by or resulting from:
War, hostilities, or armed conflict
Extreme weather events or natural disasters
Foreign hacking attempts or cyber operations originating outside the United States
Power grid failures, outages, or disruptions affecting data centers or network infrastructure
In no event shall liability exceed the amounts paid by you for the Services in the twelve months preceding the incident, except as required by applicable law or as otherwise stated in a separate Data Processing Addendum for data breach liability.
Remark: This clause is intended to allocate risk for events beyond our reasonable control. It does not apply to willful misconduct, gross negligence, or violations of law that cause personal injury or intentional unlawful acts.

12. Warranties and Disclaimers
The Services are provided "as is" and "as available." We disclaim all warranties, express or implied, including fitness for a particular purpose and non-infringement, to the maximum extent permitted by law.
We do not warrant that the Services will be secure, uninterrupted, or error-free.

13. Indemnification
You agree to defend, indemnify, and hold harmless Sheaves Enterprises, its affiliates, and their respective officers, directors, employees, and contractors from any claims arising from your use of the Services in violation of these Terms or your violation of any law or third-party rights.

14. Export Controls
You agree to comply with all applicable export laws and restrictions and not to transfer the Services to any restricted country or entity.

15. Notices
Any notices under these Terms must be in writing and delivered to the addresses specified in the order form or as otherwise provided by us. Electronic notices sent to a designated contact are effective.

16. Assignment
You may not assign or transfer your rights or duties under these Terms without our prior written consent. We may assign or transfer without restriction.

17. Entire Agreement
These Terms, together with any order forms, annexes, and our Privacy Policy, constitute the complete and exclusive agreement between you and Sheaves Enterprises regarding the Services.