Openlabs_Africa_Terms_of_Service
1. Acceptance of Terms
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Openlabs Africa ("Openlabs," "we," "us," or "our") governing your access to and use of the Openlabs student management platform (the "Platform" or "Service").
BY ACCESSING OR USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE PLATFORM.
If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.
2. Service Description
Openlabs provides a cloud-based Software as a Service (SaaS) platform designed for educational organizations, scholarship programs, and non-governmental organizations to manage students, scholarships, applications, communications, and related administrative functions.
The Platform includes, but is not limited to: student lifecycle management from application to graduation, grade submission and tracking, scholarship and financial aid processing, communication tools and messaging systems, document management and storage, reporting and analytics, mobile applications for students, AI-powered automation features, third-party integrations, and mentorship program management.
We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time with reasonable notice.
3. Account Registration and Access
3.1 Account Creation
To use the Platform, you must create an account by providing accurate, current, and complete information. You agree to: provide true and accurate information, maintain and update your information as necessary, maintain the security and confidentiality of your account credentials, immediately notify us of any unauthorized access or security breach, and accept responsibility for all activities under your account.
3.2 User Accounts and Permissions
Organization administrators are responsible for: managing user accounts within their organization, setting appropriate access permissions and roles, ensuring users comply with these Terms, monitoring user activity, and revoking access when necessary.
3.3 Account Termination
We reserve the right to suspend or terminate accounts that: violate these Terms, engage in fraudulent or illegal activities, pose security risks to the Platform or other users, remain inactive for extended periods with outstanding fees, or are used for purposes incompatible with the Platform's intended use.
4. Subscription Plans and Fees
4.1 Subscription Tiers
The Platform is offered through various subscription tiers as described on our website: Starter Plan ($1,500/year), Growth Plan ($3,500/year), Professional Plan ($6,500/year), and Enterprise Plan (custom pricing). Each tier includes specific features, user limits, and support levels as detailed in your subscription agreement.
4.2 Payment Terms
Subscription fees are billed annually in advance unless otherwise agreed in writing. Payment is due within 30 days of invoice date. All fees are stated in US Dollars and are exclusive of applicable taxes. Late payments may incur interest charges of 1.5% per month or the maximum rate permitted by law, whichever is less.
4.3 Fee Increases
We may increase subscription fees upon renewal with at least 60 days' prior written notice. Fee increases will not apply during your current subscription term.
4.4 Refund Policy
We offer a 30-day money-back guarantee for new subscribers. Refund requests must be submitted in writing within 30 days of initial purchase. After 30 days, subscription fees are non-refundable. Refunds do not apply to: renewal payments, custom development fees, or Enterprise Plan agreements with specific contract terms.
4.5 Overages and Upgrades
If you exceed the limits of your subscription tier (e.g., number of students or administrators), you must upgrade to an appropriate tier. Continued usage beyond plan limits without upgrading may result in service restrictions or additional charges.
5. Acceptable Use Policy
5.1 Permitted Use
You may use the Platform solely for: managing educational programs and scholarships, communicating with students and stakeholders, processing applications and administrative tasks, generating reports and analytics, and other purposes consistent with educational and non-profit missions.
5.2 Prohibited Activities
You agree NOT to: violate any applicable laws, regulations, or third-party rights; upload or transmit malicious code, viruses, or harmful software; attempt to gain unauthorized access to the Platform or other accounts; interfere with or disrupt the Platform's operation; use the Platform for any fraudulent or deceptive purpose; scrape, crawl, or harvest data without authorization; reverse engineer, decompile, or attempt to derive source code; resell, lease, or sublicense access to the Platform; use the Platform to send unsolicited communications (spam); impersonate another person or entity; upload illegal, offensive, or inappropriate content; violate intellectual property rights of Openlabs or third parties; or use automated systems to access the Platform beyond normal usage.
5.3 Consequences of Violations
Violation of this Acceptable Use Policy may result in: immediate account suspension, termination of service without refund, legal action to recover damages, and reporting to appropriate authorities for illegal activities.
6. Customer Data and Content
6.1 Ownership
You retain all rights, title, and interest in and to your data and content uploaded to the Platform ("Customer Data"). We claim no ownership over Customer Data.
6.2 License to Use Customer Data
You grant Openlabs a limited, non-exclusive, royalty-free license to: store, process, and display Customer Data as necessary to provide the Service; create backups and copies for system reliability; use aggregated, anonymized data for analytics and service improvement; and comply with legal obligations.
6.3 Customer Responsibilities
You are solely responsible for: the accuracy and legality of Customer Data, obtaining necessary rights and consents for data processing, compliance with data protection laws, backing up critical data independently, and securing appropriate consents from students and stakeholders.
6.4 Data Security and Privacy
We implement reasonable security measures to protect Customer Data as described in our Privacy Policy. However, you acknowledge that no system is completely secure and we cannot guarantee absolute security.
7. Intellectual Property Rights
7.1 Openlabs Property
The Platform, including all software, technology, algorithms, user interfaces, designs, trademarks, logos, and documentation, is the exclusive property of Openlabs and is protected by intellectual property laws. These Terms do not grant you any ownership rights to the Platform.
7.2 Limited License
Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for your internal business purposes during the subscription term.
7.3 Restrictions
You may not: copy, modify, or create derivative works of the Platform; remove or obscure any proprietary notices; use Openlabs trademarks without written permission; or claim any intellectual property rights in the Platform.
7.4 Feedback
If you provide feedback, suggestions, or ideas about the Platform, we may use such feedback without any obligation to you. You grant us a perpetual, irrevocable license to use feedback for any purpose.
8. Third-Party Integrations
The Platform may integrate with third-party services such as Salesforce, Google Drive, AWS S3, Zoho, and others. Your use of these integrations is subject to: the terms and privacy policies of those third-party providers, any separate agreements between you and the third-party provider, and any applicable fees charged by third parties.
We are not responsible for: the availability, functionality, or security of third-party services; data loss or security breaches caused by third-party integrations; or changes to third-party services that affect Platform functionality.
9. Service Level and Support
9.1 Service Availability
We strive to maintain 99.9% uptime for the Platform, excluding scheduled maintenance and circumstances beyond our control. Scheduled maintenance will be performed during off-peak hours with advance notice when possible.
9.2 Support Services
Support levels vary by subscription tier: Starter and Growth Plans include email support with responses within 48 business hours. Professional Plan includes priority email and phone support with responses within 24 business hours. Enterprise Plan includes dedicated account management and customized support SLAs.
9.3 Exclusions
We are not obligated to provide support for: issues caused by customer modifications or misuse, third-party software or integrations, outdated browsers or operating systems, or internet connectivity problems outside our control.
10. Warranties and Disclaimers
10.1 Our Warranties
We warrant that: we have the right to provide the Platform, the Platform will substantially conform to its documented functionality, and we will perform services in a professional manner consistent with industry standards.
10.2 Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO: IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; WARRANTIES REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY; WARRANTIES THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED; WARRANTIES REGARDING DATA SECURITY OR PROTECTION.
10.3 AI-Powered Features Disclaimer
AI-POWERED FEATURES ARE PROVIDED AS ASSISTIVE TOOLS ONLY. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF AI-GENERATED OUTPUTS. CUSTOMERS REMAIN SOLELY RESPONSIBLE FOR REVIEWING AND VERIFYING ALL AI-GENERATED CONTENT BEFORE RELYING ON IT FOR DECISIONS AFFECTING STUDENTS OR OPERATIONS.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
11.1 INDIRECT DAMAGES: IN NO EVENT SHALL OPENLABS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 AGGREGATE LIABILITY: OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO OPENLABS IN THE 12 MONTHS PRECEDING THE CLAIM, OR $1,000 USD, WHICHEVER IS GREATER.
11.3 EXCEPTIONS: THE FOREGOING LIMITATIONS SHALL NOT APPLY TO: (A) YOUR BREACH OF INTELLECTUAL PROPERTY RIGHTS, (B) YOUR VIOLATION OF THE ACCEPTABLE USE POLICY, (C) YOUR INDEMNIFICATION OBLIGATIONS, OR (D) LIABILITIES THAT CANNOT BE EXCLUDED BY LAW.
12. Indemnification
You agree to indemnify, defend, and hold harmless Openlabs, its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: your use of the Platform, your violation of these Terms, your violation of any law or regulation, your Customer Data or content, infringement of third-party rights by your Customer Data, any dispute between you and your users or students, or negligent or willful misconduct by you or your users.
We reserve the right to assume exclusive defense and control of any matter subject to indemnification. You will cooperate with us in defending such claims.
13. Term and Termination
13.1 Term
These Terms commence when you first access the Platform and continue until terminated as provided herein. Subscriptions renew automatically unless cancelled before the renewal date.
13.2 Termination for Convenience
You may terminate your subscription at any time by providing written notice. Termination will be effective at the end of your current subscription term. No refunds will be provided for early termination except as specified in Section 4.4.
13.3 Termination for Cause
Either party may terminate immediately upon written notice if: the other party materially breaches these Terms and fails to cure within 30 days of notice; the other party becomes insolvent or files for bankruptcy; or termination is required by law.
We may suspend or terminate your access immediately without notice if: you violate the Acceptable Use Policy, your account poses security risks, payment is more than 30 days overdue, or immediate action is necessary to protect the Platform or other users.
13.4 Effect of Termination
Upon termination: your access to the Platform will cease, we will make your data available for export for 90 days, after 90 days, your data will be permanently deleted unless legally required to retain, outstanding fees become immediately due, and licenses granted under these Terms will terminate.
Sections that by their nature should survive termination will survive, including Sections 6, 7, 10, 11, 12, 14, and 15.
14. Confidentiality
Each party may have access to confidential information of the other party. Confidential information includes: Customer Data, business strategies and plans, technical information and source code, pricing and financial information, and any information marked as confidential.
Each party agrees to: use confidential information only for purposes of these Terms, protect confidential information with at least the same care as its own, not disclose confidential information to third parties without consent, and maintain confidentiality for 3 years after termination.
Confidential information does not include information that: is or becomes publicly available through no breach, was known prior to disclosure, is independently developed, or is rightfully obtained from third parties.
15. Dispute Resolution
15.1 Governing Law
These Terms are governed by the laws of the Republic of Kenya, without regard to conflict of law principles.
15.2 Informal Resolution
Before initiating formal proceedings, parties agree to attempt good-faith informal resolution by providing written notice of the dispute and allowing 30 days for negotiation.
15.3 Arbitration
If informal resolution fails, disputes shall be resolved through binding arbitration in accordance with the Arbitration Act of Kenya. Arbitration shall be conducted in Nairobi, Kenya by a single arbitrator agreed upon by both parties.
15.4 Exceptions
Either party may seek injunctive relief in court for: intellectual property infringement, violation of confidentiality obligations, or matters requiring immediate action.
16. General Provisions
16.1 Entire Agreement
These Terms, together with the Privacy Policy and any subscription agreement, constitute the entire agreement between you and Openlabs regarding the Platform and supersede all prior agreements, representations, and understandings.
16.2 Amendments
We may modify these Terms at any time by posting revised Terms on our website and providing notice to registered users. Continued use after changes become effective constitutes acceptance. Material changes affecting pricing or core functionality will require explicit acceptance.
16.3 Assignment
You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets with notice to you.
16.4 Severability
If any provision of these Terms is found invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force.
16.5 Waiver
Failure to enforce any provision shall not constitute a waiver of that provision or any other provision. Waivers must be in writing and signed by authorized representatives.
16.6 Force Majeure
Neither party shall be liable for failure to perform due to circumstances beyond reasonable control, including acts of God, war, terrorism, pandemics, government actions, natural disasters, or internet service failures.
16.7 Notices
Notices must be in writing and sent to: For Openlabs: [email protected] or the address specified on our website. For you: the email address associated with your account. Notices are effective upon receipt.
16.8 Relationship of Parties
These Terms do not create a partnership, joint venture, employment, or agency relationship. Neither party may bind the other or make commitments on the other's behalf.
16.9 Export Compliance
You agree to comply with all applicable export and import control laws and regulations in your use of the Platform.
17. Contact Information
For questions about these Terms, please contact:
Openlabs Africa
Email: [email protected]
Website: https://openlabs.africa
Address: K-Mall Thindigua, Kiambu Road. Nairobi, Kenya.
By using the Openlabs Africa Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.
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