Customer Terms of Service

Date of Last Revision: September 17th, 2018

We, Semafox Inc., (“Semafox”) provide our Student Information Management System (“College Office”) through our website located at https://collegeoffice.com (“Site”). Please read these Terms carefully because they govern your use of College Office.

Section 1: About These Terms

These Terms (including our Acceptable Use Policy) apply to the institutions which use College Office to manage their records (our "Customers").

The use of College Office by persons who have been granted access by the Customer to access and use College Office via a unique login (a Customer's "Authorized Users") is governed by our Acceptable Use Policy.

By establishing a Customer Account you agree to be bound by these Terms and you warrant that you have the authority to bind the institution you represent to these Terms. If you do not agree to these Terms, do not use College Office. “You” and “your” will refer to the institution you represent.

We may modify the Terms at any time, in our sole discretion. If we do so, we will inform you by posting the modified Terms on the Site and by sending an email to the Account Administrator. If you continue to use College Office after we have informed you that the Terms have been modified, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms then you may no longer use College Office.

Section 2: Account Set-Up

To use College Office, you must create a College Office customer account (your “Customer Account”) by completing the College Office Customer Account Signup process.

As part of the Customer Account Signup process you will designate one individual as your “Account Administrator” and one individual as your “Billing Contact”. The Account Administrator can access and manage all aspects of your Customer Account. The Billing Contact will be notified concerning payments owed to Semafox.

You agree and acknowledge that each user login may only be used by one (1) person and sharing of user logins (including passwords) is not permitted. You may create separate logins, and designate as many Authorized Users as are necessary for the effective use of College Office.

Once you have established your Customer Account you will be solely responsible for managing your Customer Account and access permissions with respect to College Office for all other Authorized Users. Without limiting the foregoing, you will be solely responsible for:

  • Creating user accounts for your Authorized Users
  • Enabling such Authorized Users to access College Office
  • Granting user permissions to each of your Authorized Users to access College Office using the "User Roles" feature of College Office

You acknowledge and agree that certain of your Authorized Users depending on the access permissions associated with their user roles will be able to permit access (and set access permissions) to College Office for other users.

Section 3: Services

3.1 Customer Support

As part of the Customer Account signup process you will designate one or two individuals as your “System Expert(s)”. We will provide unlimited training and customer support to your System Expert(s) who is/are in turn expected to support your employees and your students. System Experts can contact us via phone (+1 443 610-8288) or email (support@collegeoffice.com) during regular business hours (Monday through Friday, 9am to 5pm US Eastern Time).

“Customer Support” does not include customized development, performing tasks to lighten your workload, creating custom reports, or support for other software or functionality outside of College Office’s normal scope (we can help with these, but it is a fee based service.)

We reserve the right to modify College Office and to add or remove any functionality at our sole discretion.

3.2 Data Backups

We backup your data every night and make it available to the Account Administrator via iDrive. As part of the Customer Account Setup process, the Account Administrator is required to create an iDrive account with which Semafox can share the daily backup.

We maintain each daily backup for 45 days. Though you may entirely delete the data of a student or employee in College Office, this data may still exist in our backups and may continue to exist in backups you have downloaded and not destroyed.

3.3 System Availability

Because we privilege security over uptime, we do not commit to any minimum uptime. We reserve the right to take the system offline anytime we judge it necessary.

3.4 Data Security

We implement reasonable precautions and follow industry best practices in order to protect your Personal Information and ensure that such Personal Information is not accessed, disclosed, altered or destroyed. The communication to College Office is encrypted via AES 256 bit encryption, all data is likewise encrypted while stored on our servers, and our servers are hosted in an ISO-27001-2013 certified data center.
However, these measures do not guarantee that your information will not be accessed, disclosed, altered or destroyed by breach of such precautions. By using our Service, you acknowledge that you understand and agree to assume these risks.

Section 4: General Conditions for Access to and Use of College Office

You are responsible for all activity occurring in connection with your, and your Authorized Users’, use of College Office, whether or not you know about such activity. You will ensure that all Authorized Users comply with these Terms. You will promptly notify us of any suspected or alleged violation of these Terms including any unauthorized use of any password, any College Office user account, or any other known or suspected breach of security. You will cooperate with us with respect to: (a) investigation of any suspected or alleged violation of these Terms and (b) any action to enforce these Terms. We may suspend or terminate any Authorized User’s access to College Office in the event that we reasonably determine that such Authorized User has violated these Terms.

We cannot and will not be held liable in any way for loss or damage resulting from your failure to comply with these Terms.

You understand that if you are in breach of these Terms (including for non-payment) or if you cancel or terminate your subscription to College Office, your Authorized Users will no longer be able to access and use College Office.

Section 5: Privacy Policy

In connection with your use of College Office we collect and/or maintain on your behalf personally identifiable information (including education records) about or related to your students and employees ("Personal Information"). We only use the Personal Information we collect to provide the services of College Office to your institution and your authorized users. You agree that you will (i) use the Personal Information in accordance with all applicable laws and (ii) make available a privacy policy to your students, employees and any person whose data is stored in College Office that details your practices related to the collection, use, and sharing of Personal Information and that contemplates our collection of and access to this information as a third party service provider.

Please refer to our Privacy Policy for more information on how we collect, use and disclose information from our users.

Section 6: Pricing and Payment

College Office is made available under the following pricing and payment terms:

6.1 Pricing

Pricing consists of:

  • A yearly per Active Student fee where “Active Students” are all students who are enrolled in at least 1 course during the 12 months period of the calendar or academic year.
  • A monthly allotment of free data storage capacity with respect to data or other Content uploaded to College Office by or on behalf of you and your Authorized Users in any month (“File Storage”).
  • If the data uploaded to College Office by or on behalf of you and your Authorized Users in any month exceeds the allotment of free File Storage, you will pay a pro-rata “File Storage Charge” with respect to such excess data according to our then-current published File Storage rates.

We may change our prices at any time but we will give you 90 days advance notice of any such change. Any increase in price would only apply to the following year.

If you wish to dispute any of the charges on your invoice, you must inform us of such dispute within 30 calendar days of the invoice date and before your payment of such invoice by contacting College Office Customer Support via email at support@collegeoffice.com . There is no refunds, prorations, or credits for any partial year of service.

6.2 Invoices & Payments

We will email your Billing Contact an invoice in U.S. dollars at the beginning of the calendar or academic year based upon a good faith and commonly agreed estimate of the expected number of active students for the year. We may issue further invoices during the year to account for the difference between the estimated and true number of active students. Any further adjustment that needs to be made by the end of the year (including credits if the true number of active students was less than the estimated number) will be included in the following year invoice.
Payment is due within thirty (30) days of receiving the invoice. Any payment or portion thereof not received by us within sixty (60) days of the invoice date shall be considered “Late”. Late payments will incur interest at a rate of 3% per month, or the maximum rate allowed by law, whichever is lower (“Late Fees”).

Section 7: Cancellation and Termination

7.1 By You

You may cancel your use of College Office at any time by sending us an email at support@collegeoffice.com You must clearly state in your cancellation email the date you wish to terminate your use of College Office (“Cancellation Date”).

7.2 By Us

We may change or discontinue all or any part of College Office, at any time and without notice, at our sole discretion. We reserve the right to suspend your access to College Office for non-payment or any suspected violation of these terms. Fraudulent, abusive, or illegal activity may be grounds for termination of your use of College Office and may be referred to appropriate law enforcement authorities. We will not be liable to you or any third party for any modification, suspension or discontinuation of College Office.

7.3 What will Happen on Cancellation or Termination

Immediately, if terminated by us, or on the Cancellation Date, if terminated by you, we will terminate your and your Authorized Users’ access to College Office. Where terminated by you for any reason, the calendar year in which the Cancellation Date falls will be billed as a full year of service.

We will preserve to the best of our ability your access to your backup for 30 days after the termination of service, whether the service was terminated by us or cancelled by you, unless you have unpaid fees. Your are responsible to download a copy of your backup within these 30 days.

Section 8: Warranty Disclaimers

College Office is provided “AS IS,” without warranty of any kind. Without limiting the foregoing, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that College Office will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any data.

We do not warrant, nor are we responsible for, the quality, integrity, security, and condition of any intermediary networks, devices, or services used to connect you with College Office.

Section 9: Indemnity

You will indemnify, defend and hold harmless Semafox and its affiliates and licensors, and each of their respective officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) access to or use of College Office or Content by you and your Authorized Users, (ii) violation of these Terms (including our Acceptable Use Policy) or applicable law by you or your Authorized Users, or (iii) any dispute between you and any of your Authorized Users.

We will promptly notify you of any claim subject to the above conditions. Our failure, if any, to promptly notify you will only affect your obligations under the above conditions to the extent that our failure affects your ability to defend the claim. You may: (a) use counsel of your own choosing (subject to our written consent) to defend against any claim; and (b) settle the claim as you deem appropriate, provided that you obtain our prior written consent before entering into any settlement. We may also participate in the defense and settlement of the claim at any time at our own cost. If we or any other indemnified person are obligated to respond to a third party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorneys’ fees, as well as our time and materials spent responding to such at our then-current hourly rates.

Section 10: Limitation of Liability

NEITHER SEMAFOX NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING COLLEGE OFFICE OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE COLLEGE OFFICE OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SEMAFOX HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IN NO EVENT WILL SEMAFOX’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE COLLEGE OFFICE OR CONTENT EXCEED ONE HUNDRED DOLLARS ($100). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SEMAFOX AND YOU.

Section 11: General Terms

These Terms and any action related thereto will be governed by the laws of the State of Maryland without regard to its conflict of laws provisions.

These Terms constitute the entire and exclusive understanding and agreement between Semafox and you regarding College Office, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Semafox and you regarding College Office. If there is any conflict between these Terms and the Acceptable Use Policy, these Terms will govern. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

You may not assign or transfer these Terms, by operation of law or otherwise, without Semafox prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Semafox may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by Semafox under these Terms, including those regarding modifications to these Terms, will be emailed to the Account Administrator. The date of receipt will be deemed the date on which such notice is transmitted.

Semafox failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Semafox. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Section 12: Contact Information

If you have any questions about these Terms, please contact us at:

support@collegeoffice.com
Tel: +1 443 937-3621

Semafox, Inc.
630 Charles Street Ave
Towson, MD 21204 USA


© College Office, 2019 • Updated: 09/15/18
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