Terms and Conditions

These standard terms and conditions apply to any proposal, agreement, and/or purchase order relating to the PrimeroEdge software and services sold by Cybersoft Technologies, Inc. (“Cybersoft”) to you (“district”) or subscribed by the district. These terms and conditions, together with the related proposal, agreement, and/or purchase order shall constitute the entire agreement (“Agreement”) between the parties.

Copyrights

PrimeroEdge and SchoolCafé are trademarks of the licensor. PrimeroEdge is proprietary and copyrighted software system developed and owned by Cybersoft. No other individual or entity is allowed to copy, reproduce, redistribute or sell, in whole or in part, without the express prior written permission from Cybersoft.

The perpetual license sale or subscription license gives the district limited rights to use each license per the purchase agreement.

Internal use license only: Cybersoft hereby grants to the district a non-exclusive, non-transferable, license to use the Software solely for the internal business purposes of the district. The licensed software shall not be sold, leased, assigned, loaned, shared, or otherwise transferred or provided to a third party.

Intellectual property rights. District agrees that the licensed software and documentation, including the structure, sequence, and organization of the licensed software are proprietary and confidential and the district shall take all reasonable measures to protect the confidentiality of the licensed software and documentation unless, and to the extent, Cybersoft makes them available to the public without such restrictions. The district further agrees that all rights, title, and interest in and to the licensed software (and all intellectual property rights embodied therein) or any modification or improvement thereof made by Cybersoft is proprietary to Cybersoft. All rights therein not expressly granted to the district under the agreement are reserved by Cybersoft.

Pricing

Pricing of the hardware, software, services, and support are stated specifically and included as line items in the proposal. All unit prices are firm for 60 days. Discounts included in this proposal are only valid with the mix and quantities of items shown. Any change in the mix or quantities of items in this proposal may result in changes to discounts offered. Cybersoft retains the right to change prices at any time.

Bundled items are to be purchased as-is, and items may not be replaced or removed from the bundle. This pricing model is applicable only as long as no changes to the bundle are made. If at any time, you wish to replace or remove one or more items from the bundle, the pricing will revert to the regular pricing model for all items, effective immediately. Any items purchased in addition to bundled items will have their regular price, as quoted at the time of purchase.

Any hardware purchased through Cybersoft is not eligible for returns, exchanges, refunds, or credits, in any circumstance, including but not limited to termination or cancellation of a related proposal, agreement, and/or purchase order. Only manufacturer warranties will be extended to customers.

Taxes

Taxes will be charged additionally as may be applicable.

Shipping

Ground shipping is included unless specifically listed as a line item in the proposal. If another shipping method is requested (such as overnight, two-day), shipping and handling are charged accordingly.

Terms

  1. Prices indicated in this proposal are valid for 60 days from the date of the proposal.

  2. Subscription licenses are issued for a school year and prorated from the time of purchase until the end of that school year, subscription licenses are renewed annually upon payment of the annual subscription fee.

  3. Kickstart package includes setup, implementation, and training. It is valid for use as indicated in the kickstart description.

  4. Promotion discounts will only apply if purchases are made within the promotion period as offered in this proposal.

SchoolCafé – Payments

The district is required to enter into a separate SchoolCafé agreement before the district can offer the convenience of SchoolCafé – payments module to parents and/or guardians. For detailed convenience fee structures, please refer to the SchoolCafé agreement, as applicable.

Data, Data Security and Integrity

The district is responsible for providing all the required data including initial and ongoing data feeds from third-party systems and systems being replaced. The district is also responsible for the regular and complete backup of all data when the district is hosting it.

Cybersoft will use the data only to fulfill its obligations under this agreement and will not share the data with or disclose it to any third party without the prior written consent of the district or as otherwise required by law. Cybersoft will implement and maintain administrative, physical, technical, and procedural safeguards and best practices to secure such data from unauthorized access, destruction, use, modification, or disclosure at all facilities when Cybersoft is hosting the district data under this agreement.

Hardware and Network Compatibility

Cybersoft systems are intended for use with ethernet and wireless installations where performance and demand are monitored by a certified network administrator. It is expected that wiring, switching, routing, etc. are up to current standards and that supporting network equipment is appropriate for the network traffic and user software employed on that network.

Virus Protection

While Cybersoft makes every effort to protect its software, firmware, and data from intrusion and attack from hostile entities, it is the district’s responsibility to provide adequate firewall protection, anti-viral software, and attack monitoring for their network.

Foreign Software

Any software not included in the system, not approved by the licensor for installation on its systems or installed by a user, voids warranties for licensor’s systems and equipment. The licensor is not responsible for system failure due to the installation of foreign software.

Power and Cabling

It is the express responsibility of the district to provide appropriate and stable power for equipment and hardware. Cybersoft requires the district to use power supply protection equipment equal to the demand of the installed systems. Network cabling, switching and monitoring are the responsibility of the district unless included as a line item of the quote. All software and hardware warranties are immediately voided if this policy is not upheld.

Software Support and Hardware Maintenance

Software support is mandatory and is priced as quoted. For the initial year that this agreement is in force, the support period will begin at the start of installation and end the subsequent June 30th. Support fees for that partial support period will be prorated to the purchase date. Purchase of additional PrimeroEdge software licenses will affect the annual software support charge. The software support fee shall be subject to an annual increase of up to 8%. Hardware warranties included are those of the manufacturer and should be exercised directly with the manufacturer.

Warranty Disclaimer

Except for those non-excludable warranties, conditions, and terms, Cybersoft makes no warranties, conditions, representations, guarantees or terms (express or implied, whether by statute, common law, custom, usage or otherwise) as to any matter including performance, results, security, non-infringement, merchantability, integration, quiet enjoyment, satisfactory quality, and fitness for any particular purpose.

Limitation of Liability

Cybersoft shall not be liable for any indirect, incidental, special, or consequential damages, or damages for loss of profits, revenue, data, or use, incurred by the district or any third party, whether in an action in contract or tort (including negligence) or any other legal theory, even if Cybersoft has been advised of the possibility of such damages.