Terms and Conditions

Welcome to Scholara! These Terms and Conditions ("Terms") govern your use of our school management software platform and related services ("Services"). By accessing or using Scholara, you agree to be bound by these Terms.

If you are entering into these Terms on behalf of a school or organization, you represent that you have authority to bind that entity.

1. Definitions

For purposes of these Terms:

• "Scholara" refers to our software platform and services, designed and maintained with exclusive copyright by Spinx Technologies
• "Customer" means the school or educational institution that subscribes to our Services
• "User" means any individual authorized by Customer to use the Services
• "Content" means all data, information, and materials uploaded to the Services
• "Subscription Term" means the duration of the service agreement

2. Account Registration and Access

2.1 Account Creation

To use Scholara, Customers must:

1. Complete the registration process
2. Provide accurate and complete information
3. Designate authorized administrators
4. Agree to these Terms and our Privacy Policy

2.2 User Accounts

Customer may create accounts for:

• School administrators and staff
• Teachers and faculty
• Students (where applicable)
• Parents/guardians

Customer is responsible for all activities that occur under its accounts.

2.3 Account Security

Users must:

• Keep login credentials confidential
• Use strong passwords and enable MFA where available
• Notify Scholara immediately of any unauthorized access
• Not share accounts among multiple individuals

3. License and Use Rights

3.1 Grant of License

Subject to these Terms, Scholara grants Customer a:

• Non-exclusive
• Non-transferable
• Limited license

to access and use the Services during the Subscription Term for internal educational purposes only.

3.2 Restrictions

Customer shall not:

1. Reverse engineer, decompile, or disassemble the Services
2. Modify, adapt, or create derivative works
3. Remove any proprietary notices
4. Use the Services for any unlawful purpose
5. Exceed authorized user limits
6. Use the Services to process data for third parties

4. Subscription Terms and Payment

4.1 Subscription Plans

Scholara offers various subscription tiers based on:

• Number of students
• Feature sets
• Support levels

Current plans are specified in the Order Form or pricing page.

4.2 Fees and Payment

• Fees are due as specified in the invoice
• Payment methods may include credit card, bank transfer, or other approved methods
• Late payments may incur interest at 1.5% per month

4.3 Renewals

Subscriptions automatically renew for successive terms unless either party provides written notice of non-renewal at least 30 days prior to expiration.

4.4 Taxes

Customer is responsible for all applicable taxes(VATs and Tarrifs) unless Scholara provides a valid tax exemption certificate.

5. Data Ownership and Responsibilities

5.1 Customer Data

Customer retains all rights to data uploaded to the Services ("Customer Data"). Scholara only processes Customer Data as instructed by Customer.

5.2 Data Accuracy

Customer is solely responsible for:

• Accuracy and quality of Customer Data
• Obtaining necessary consents for data processing
• Complying with applicable data protection laws

5.3 Data Export

Upon request, Scholara will provide Customer Data in a standard format during the Subscription Term and for 30 days after termination.

6. Acceptable Use Policy

6.1 Prohibited Conduct

Users may not use the Services to:

1. Upload unlawful, harmful, or infringing content
2. Transmit viruses or malicious code
3. Harass, threaten, or discriminate against others
4. Circumvent security measures
5. Overload system resources
6. Engage in unauthorized commercial activities

6.2 Monitoring and Enforcement

Scholara reserves an exclusive right to:

• Investigate violations of these Terms
• Remove or disable access to problematic content
• Suspend or terminate accounts for violations

7. Intellectual Property Rights

7.1 Scholara's Rights

Scholara retains all rights, title, and interest in and to:

• The Services and all underlying technology
• Any modifications, enhancements, or derivative works
• All intellectual property rights therein

7.2 Feedback

Customer grants Scholara a perpetual, irrevocable license to use any feedback or suggestions provided regarding the Services.

8. Service Level Agreement

8.1 Availability

Scholara targets 99.5% uptime for core Services, excluding:

• Scheduled maintenance (with advance notice)
• Force majeure events
• Customer-side internet issues

8.2 Support

Support levels vary by subscription tier:

9. Confidentiality

9.1 Definition

"Confidential Information" means non-public business, technical, or financial information disclosed between the parties.

9.2 Obligations

Each party agrees to:

• Use Confidential Information only for purposes of these Terms
• Maintain confidentiality using at least reasonable care
• Disclose only to employees/agents with a need to know

9.3 Exceptions

Confidentiality obligations don't apply to information that is:

1. Publicly available through no fault of recipient
2. Rightfully received from another source
3. Independently developed
4. Required to be disclosed by law

10. Term and Termination

10.1 Term

These Terms remain in effect during the Subscription Term and any renewals.

10.2 Termination for Cause

Either party may terminate for material breach if the other party fails to cure within 30 days of notice.

10.3 Effects of Termination

Upon termination:

• All rights and licenses terminate immediately
• Customer must cease all use of the Services
• Scholara may delete Customer Data after 30 days

11. Warranties and Disclaimers

11.1 Limited Warranty

Scholara warrants that:

• The Services will perform materially as described in documentation
• Professional services will be performed with reasonable skill

11.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED, SCHOLARA DISCLAIMS ALL OTHER WARRANTIES:

• NO WARRANTY OF MERCHANTABILITY
• NO WARRANTY OF FITNESS FOR PARTICULAR PURPOSE
• NO WARRANTY OF NON-INFRINGEMENT
• NO WARRANTY THAT SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED

12. Limitation of Liability

12.1 Exclusion of Damages

IN NO EVENT SHALL SCHOLARA BE LIABLE FOR:

• INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES
• LOST PROFITS OR REVENUE
• LOST OR CORRUPTED DATA

12.2 Cap on Liability

SCHOLARA'S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE CLAIM.

12.3 Exceptions

These limitations do not apply to:

1. Death or personal injury caused by negligence
2. Fraud or willful misconduct
3. Any liability that cannot be limited by law

13. General Provisions

13.1 Governing Law

These Terms shall be governed by the laws of Nigeria, without regard to conflict of law principles.

13.2 Dispute Resolution

Any disputes shall first attempt resolution through good faith negotiations. If unresolved, disputes shall be settled in the courts of Nigeria

13.3 Amendments

Scholara may modify these Terms with 30 days' notice. Continued use after changes constitutes acceptance.

13.4 Force Majeure

Neither party is liable for failures due to events beyond reasonable control (natural disasters, wars, etc.).

13.5 Entire Agreement

These Terms constitute the entire agreement between the parties regarding the Services.

14. Contact Information

For questions about these Terms, please contact: