Terms of Service

1. Acceptance of terms

By creating a CeliaConnect account, signing an order form, or accessing the service, you agree to these Terms, our Privacy Policy, our Data Processing Agreement, and our Sub-processors list. Together these documents form the agreement between you and Zentrosoft (the “Agreement”). If a signed order form conflicts with these Terms, the order form controls for the items it expressly addresses.

2. The service

CeliaConnect is an AI intelligence layer that integrates with Slate CRM to surface engagement, readiness, yield, risk, and recommendation signals for enrollment teams. Features, limits, and tier inclusions are described in your order form and on our public pricing page. We may release new features, deprecate old ones with reasonable notice, and change the composition of our analytical models without changing these Terms, provided the service remains substantially as described.

3. Customer responsibilities

• Compliance. Use the service in compliance with applicable law, institutional policy, and any accreditor or regulator requirements that apply to you, including FERPA, GDPR, CCPA, and state privacy laws.
• Credentials. Keep account credentials and Slate service-account tokens secure. You are responsible for all activity under your account and for rotating credentials if you suspect compromise.
• No reverse-engineering. Do not disassemble, decompile, scrape, benchmark for competitive purposes, or use the service to build, train, or evaluate a competing product.
• Payment. Pay all fees when due under Section 11. You are responsible for applicable taxes other than taxes on Zentrosoft’s income.
• Users. Ensure your authorized users (staff, counselors, admins) comply with these Terms.
• Data accuracy. You are responsible for the accuracy and lawfulness of data in your Slate instance that the service reads.

4. Zentrosoft responsibilities

• Availability. We will provide the service with the uptime SLA stated in your order form or tier description, measured monthly excluding scheduled maintenance and force-majeure events.
• No PII processing. By architectural design, neither CeliaConnect nor our AI sub-processor ever receives student names, emails, phone numbers, physical addresses, SSNs, dates of birth, financial account numbers, or other directly identifying information from your Slate instance. This is a structural property of the system, not a policy promise.
• Privacy. We handle customer data in accordance with our Privacy Policy and DPA.
• Incident notification. We will notify you within twenty-four (24) hours of confirming a security incident that affects your tenant, via the designated security contact on file.
• Data portability. You may export your tenant data in standard formats (CSV, JSON) at any time during the Agreement and for thirty (30) days after deactivation.
• Deletion and archive. On termination or deactivation, we apply a thirty (30) day grace period during which the tenant can be reactivated. After the grace period, we permanently delete the tenant database and retain an envelope-encrypted compliance archive in Cloudflare R2 for seven (7) years, consistent with higher-education retention norms (FERPA-aligned). The archive period may be shortened or lengthened by written agreement in the DPA.

5. Acceptable use

You agree not to: (a) use the service to violate law or the rights of others; (b) upload malware, run network-level attacks, or attempt to circumvent tenant isolation; (c) use the service to send unsolicited communications to students or third parties in violation of CAN-SPAM, TCPA, or similar laws; (d) probe, scan, or load-test infrastructure without our written permission; (e) share login credentials across individuals; or (f) use the service to make automated decisions about students that would materially affect their rights without appropriate human review. We may suspend the service on reasonable notice if we believe your use violates this section and presents risk to other customers or the platform.

6. Intellectual property

Your data, your outputs. You retain all rights to your Slate data, your institutional configuration, your data dictionary, and the outputs generated for your tenant (scores, narratives, recommendations). You grant Zentrosoft a limited license to process this data solely to provide and support the service.

Our platform. Zentrosoft retains all rights to the CeliaConnect platform, the Celia AI system and its prompts, models, scoring logic, user interface, documentation, and any improvements, aggregate statistics, or de-identified usage data derived from operating the service. No rights are granted to you except those expressly stated.

Feedback. If you provide suggestions or feedback, you grant us a perpetual, royalty-free license to use them to improve the service, without obligation to you.

7. Warranties

Zentrosoft warrants that (a) it has the right to grant the licenses in these Terms, and (b) during any paid subscription the service will materially conform to its documentation. Your sole remedy for breach of this warranty is our commercially reasonable effort to correct the non-conformity or, if we cannot do so within thirty (30) days, termination of the affected subscription with a pro-rated refund of prepaid fees for the unused portion of the current billing period.

8. Disclaimers

EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 7, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” ZENTROSOFT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CeliaConnect generates probabilistic signals to inform human judgment. It is a decision-support tool, not a decision-maker. You remain responsible for admissions, financial-aid, and enrollment decisions.

9. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO ZENTROSOFT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. These limits do not apply to (i) breach of confidentiality or data-protection obligations, (ii) a party’s indemnification obligations, (iii) Customer’s payment obligations, or (iv) gross negligence or willful misconduct.

10. Indemnification

By Zentrosoft. We will defend you against any third-party claim that the service, as provided by us and used in accordance with the Agreement, infringes a US patent, copyright, or trademark, and will pay damages finally awarded or settlement amounts we approve.

By Customer. You will defend Zentrosoft against any third-party claim arising from (a) your data or your use of the service in violation of law or the Agreement, (b) your combination of the service with products or processes not supplied by Zentrosoft, or (c) your violation of Section 5 (Acceptable use).

Each party’s indemnity is conditioned on prompt written notice of the claim, reasonable cooperation, and the indemnifying party’s sole control of the defense and settlement (no settlement that imposes obligations on the other party without consent).

11. Fees, billing, and cancellation

Advance billing. Subscription fees are billed in advance on a thirty (30) day cycle (or annually if you select an annual plan). Each payment covers the service period that follows it. Invoices are due on receipt; fees are non-refundable except as expressly stated.

Monthly cancellation. You may cancel a monthly subscription at any time. Service continues through the end of the already-paid thirty-day period; we do not refund unused days.

Annual cancellation. Annual subscriptions include a ten percent (10%) discount in exchange for the twelve-month commitment. If you cancel an annual subscription early, you forfeit the discount: we recalculate the time used to date at the undiscounted monthly rate and refund the remainder of prepaid fees, if any.

Add-on packs. Add-on analysis packs or usage packs are charged at purchase, are non-refundable, and expire at the end of the billing period in which they are purchased unless expressly stated otherwise.

Tier changes. Tier downgrades take effect at the start of the next billing period. Tier upgrades take effect immediately and prorate against the remainder of the current period.

Late payment. Fees not paid when due accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. We may suspend service for accounts more than thirty (30) days past due, after written notice.

12. Term and termination

Term. The Agreement begins when you first access the service and continues for the subscription term stated in your order form, renewing automatically for like periods unless either party gives notice of non-renewal before the end of the current term.

For cause. Either party may terminate for material breach that remains uncured thirty (30) days after written notice. Either party may terminate immediately if the other becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.

For convenience. You may cancel at any time under Section 11. Zentrosoft may terminate for convenience on ninety (90) days’ written notice, with a pro-rated refund of prepaid fees for the unused portion of the current period.

Effect of termination. On termination, you lose access to the service at the end of the paid period. The deletion-grace and compliance-archive terms in Section 4 apply. Provisions that by their nature should survive (IP, confidentiality, disclaimers, liability caps, indemnities, dispute resolution, payment obligations accrued before termination) survive termination.

13. Dispute resolution

Informal resolution. Before filing any formal claim, the parties will attempt to resolve the dispute in good faith for at least thirty (30) days, starting from written notice describing the dispute.

Binding arbitration. Any dispute that cannot be resolved informally will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will be conducted in New York, New York, before a single arbitrator, in English. Judgment on the award may be entered in any court of competent jurisdiction.

Class-action waiver. Claims must be brought on an individual basis. The parties waive any right to participate in a class, consolidated, or representative action.

Small-claims exception. Either party may bring an individual action in small-claims court for disputes within that court’s jurisdiction.

Equitable relief. Either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property or confidentiality, without first proceeding to arbitration.

14. Governing law

The Agreement is governed by the laws of the State of New York, USA, without regard to conflict-of-law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in New York County, New York for any matter not subject to arbitration.

15. Changes to these terms

We may update these Terms from time to time. For non-material changes (clarifications, formatting, contact details), we will post the updated version and update the “Last updated” date. For material changes (changes that reduce your rights or materially increase your obligations), we will give you at least thirty (30) days’ advance notice via email to your designated administrative contact. If you object to a material change, you may terminate under Section 12 and receive a pro-rated refund for the unused portion of the current billing period.

16. General

Entire agreement. The Agreement is the complete and exclusive agreement between the parties on its subject matter and supersedes prior agreements.

Assignment. Neither party may assign the Agreement without the other’s written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.

Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, including internet outages, utility failures, acts of war, terrorism, natural disasters, or governmental action.

Independent contractors. The parties are independent contractors. The Agreement creates no agency, partnership, or joint venture.

Severability. If any provision is held unenforceable, the remaining provisions remain in full force.

Notices. Notices to Zentrosoft must be sent to solutions@zentrosoft.com. Notices to Customer are sent to the administrative contact on file. Notices are effective on receipt.

17. Contact

Contract or legal questions: solutions@zentrosoft.com

Zentrosoft LLC, a New York limited liability company.