Terms of Service

Last updated: January 1, 2025

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you (whether individually or on behalf of an entity, "you" or "User") and SMERP Tek ("Company," "we," "us," or "our") concerning your access to and use of the SMERP EDU platform and any related services (collectively, the "Service").

By accessing or using the Service, you agree to be bound by these Terms. If you do not agree with any part of these Terms, you may not access the Service.

2. Eligibility

To use the Service, you must:

• Be at least 18 years old, or the age of legal majority in your jurisdiction
• Have the legal authority to enter into these Terms
• Not be prohibited from using the Service under applicable laws
• If registering on behalf of an organization, have authority to bind that organization

For educational institutions using the Service for students under 18 (or 13 for COPPA purposes), the institution is responsible for obtaining appropriate parental/guardian consents.

3. Account Registration

To access certain features of the Service, you must register for an account. You agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your login credentials
• Accept responsibility for all activities under your account
• Notify us immediately of any unauthorized access or security breach

We reserve the right to suspend or terminate accounts that provide false information or violate these Terms.

4. Service Description

SMERP EDU is an educational management platform that provides tools for student information management, learning management, financial administration, human resources, and related educational operations.

The specific features available to you depend on your subscription plan. We reserve the right to modify, suspend, or discontinue any part of the Service at any time, with reasonable notice where practicable.

5. Subscription Plans and Fees

5.1 Pricing

We offer various subscription plans with different features and pricing. Current pricing is available on our website. Prices are quoted in US Dollars (USD) and are exclusive of applicable taxes unless stated otherwise.

5.2 Payment Terms

• Fees are due in advance for each billing period
• Monthly subscriptions are billed monthly; annual subscriptions are billed annually
• Payments are processed securely through Stripe
• You authorize us to charge your payment method for all fees
• All fees are non-refundable except as stated in our Refund Policy

5.3 Automatic Renewal

Subscriptions automatically renew at the end of each billing period unless cancelled. You may cancel at any time through your account settings or by contacting support. Cancellation takes effect at the end of the current billing period.

5.4 Price Changes

We may change prices at any time. Price changes for existing subscriptions take effect at the next renewal date, with at least 30 days' notice.

6. User Responsibilities

You are responsible for:

• All content and data uploaded or entered into the Service
• Ensuring you have the right to upload and share such content
• Complying with all applicable laws and regulations
• Maintaining appropriate security measures for your systems
• Training and supervising users authorized to access your account
• Complying with data protection laws regarding personal data you process

7. Acceptable Use

Your use of the Service must comply with our Acceptable Use Policy. You agree not to:

• Use the Service for any illegal purpose
• Upload malicious code, viruses, or harmful content
• Attempt to gain unauthorized access to any systems or data
• Interfere with or disrupt the Service
• Violate any third party's rights (including intellectual property rights)
• Resell, sublicense, or redistribute the Service without authorization
• Use the Service to send spam or unsolicited communications

8. Intellectual Property

8.1 Our Intellectual Property

The Service, including all software, designs, text, graphics, and other content (excluding User Content), is owned by SMERP Tek and protected by copyright, trademark, and other intellectual property laws. You receive a limited, non-exclusive, non-transferable license to use the Service for your internal business purposes during your subscription.

8.2 User Content

You retain ownership of all content and data you upload to the Service ("User Content"). By uploading User Content, you grant us a non-exclusive, worldwide, royalty-free license to use, store, and process that content solely to provide and improve the Service.

8.3 Feedback

If you provide suggestions, feedback, or ideas about the Service, you grant us the right to use that feedback without restriction or compensation.

9. Third-Party Services

The Service may integrate with or link to third-party services (e.g., payment processors, authentication providers). Your use of such services is subject to their respective terms. We are not responsible for third-party services and make no warranties regarding them.

10. Data Protection

Our collection and use of personal information is governed by our Privacy Policy. Where we process personal data on your behalf, we do so as a data processor under our Data Processing Agreement.

11. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that the Service will be uninterrupted, error-free, or completely secure. We do not warrant the accuracy or completeness of any information provided through the Service.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SMERP TEK, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your access to or use of (or inability to access or use) the Service
• Any conduct or content of any third party on the Service
• Any content obtained from the Service
• Unauthorized access, use, or alteration of your transmissions or content

OUR TOTAL LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US IN THE 12 MONTHS BEFORE THE CLAIM AROSE, OR (B) USD $100.

13. Indemnification

You agree to indemnify, defend, and hold harmless SMERP Tek and its officers, directors, employees, agents, and successors from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with:

• Your access to or use of the Service
• Your violation of these Terms
• Your violation of any third-party rights
• Your User Content

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the United Arab Emirates, without regard to conflict of law principles.

14.2 Arbitration

Any dispute arising out of or relating to these Terms or the Service shall be finally resolved by binding arbitration under the rules of the International Chamber of Commerce (ICC) or the DIFC-LCIA Arbitration Centre, at our election. The arbitration shall be conducted in Dubai, UAE, in English. The arbitrator's decision shall be final and binding.

14.3 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

15. Termination

15.1 Termination by You

You may terminate your account at any time by cancelling your subscription and ceasing use of the Service.

15.2 Termination by Us

We may suspend or terminate your access to the Service immediately, without prior notice, if you:

• Breach these Terms or the Acceptable Use Policy
• Fail to pay applicable fees
• Engage in fraudulent or illegal activity
• Pose a security risk to the Service or other users

15.3 Effect of Termination

Upon termination, your right to use the Service ceases immediately. We will delete your data in accordance with our data retention policies, unless retention is required by law.

16. General Provisions

16.1 Entire Agreement

These Terms, together with the Privacy Policy and other referenced policies, constitute the entire agreement between you and SMERP Tek regarding the Service.

16.2 Severability

If any provision of these Terms is found unenforceable, the remaining provisions will continue in full force and effect.

16.3 Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of that right or provision.

16.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.

16.5 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages.

17. Changes to Terms

We may modify these Terms at any time. We will provide notice of material changes by posting on the Service and updating the "Last updated" date. Your continued use of the Service after changes constitutes acceptance of the modified Terms.

18. Contact Information

For questions about these Terms: