Terms of Service

1. Scope and Acceptance

These Terms of Service ("Terms") govern access to and use of (a) adelfadigital.com and any related public webpages operated by Adelfa Digital LLC (collectively, the "Website"), and (b) hosted software, applications, portals, dashboards, forms, databases, reports, integrations, and related services made available by Adelfa Digital LLC (collectively, the "Services").

By accessing the Website, clicking an acceptance box or button, signing or accepting an Order Form or other Customer Agreement, paying an invoice that incorporates these Terms, creating or using an account, or continuing to use a Service after receiving notice of these Terms, the applicable person or organization agrees to be bound by them.

A person accepting these Terms for a school, district, county office of education, government agency, nonprofit, union, association, business, or other organization represents that the person has authority to bind that organization. If the person lacks that authority, the person must not accept or use the Services on the organization’s behalf.

Public visitors may view general information on the Website without purchasing a Service. Adelfa does not sell Services directly to individual students, parents, or guardians. The Services are offered for business, professional, educational, and organizational use, not for personal, family, or household use. A sole proprietor or other individual who purchases Services for business or professional purposes accepts these Terms in that business capacity.

2. Definitions

"Adelfa," "we," "us," or "our" means Adelfa Digital LLC, a California limited liability company.

"Authorized User" means an employee, contractor, teacher, administrator, student, parent, guardian, member, or other person whom a Customer authorizes to access a Service.

"Customer" means the school, district, educational agency, business, sole proprietorship, nonprofit, organization, or other legal entity or person acting in a business or professional capacity that purchases, sponsors, administers, or authorizes use of a Service.

"Customer Agreement" means an Order Form, proposal, statement of work, service agreement, data privacy agreement, security addendum, or other written agreement between Adelfa and a Customer.

"Customer Data" means information, records, files, content, configurations, rules, and other materials submitted to, stored in, generated through, or transmitted by a Service on behalf of a Customer, including Student Data.

"Student Data" means personally identifiable information, education records, pupil records, covered information, or other information relating to a current or former student that is protected by applicable law or a Customer Agreement.

"Order Form" means a written or electronic ordering document identifying the applicable Service, fees, term, users, and other commercial terms.

"Adelfa Materials" means Adelfa’s preexisting or reusable software, source code, object code, frameworks, libraries, templates, methods, tools, documentation, designs, know-how, improvements, and general-purpose components.

3. Eligibility, Authority, and United States Use

The Services are offered for use in the United States. Adelfa does not knowingly offer the Services for use outside the United States unless a Customer Agreement expressly permits such use.

Authorized Users must use the Services only through a Customer-authorized account or access method. Students who are minors may use the Services only under the authority and supervision of the Customer and, where applicable, their parent or guardian. Nothing in these Terms is intended to create a direct purchasing relationship between Adelfa and a minor.

A Customer is responsible for determining which persons may use its Service and for ensuring that its authorization process complies with applicable law and Customer policy. Each party remains responsible for its own independent legal obligations.

4. Customer Agreements and Order of Precedence

These Terms provide general rules for the Website and Services. A Customer Agreement may contain additional or different terms tailored to a particular project, Service, data set, or Customer.

If documents conflict, the following order of precedence applies unless the Customer Agreement expressly states otherwise: (1) a signed student data privacy agreement or data processing addendum, solely for privacy and data-processing issues; (2) a signed security or service-level addendum, solely for its subject matter; (3) a signed Order Form or statement of work; (4) another signed Customer Agreement; and (5) these Terms.

No purchase order, procurement portal term, or other Customer form modifies these Terms unless Adelfa expressly agrees in a writing signed by an authorized representative.

5. Services and Changes to Services

Adelfa designs and hosts custom-tailored software primarily for the education ecosystem and also provides custom software, website, hosting, and consulting services to businesses and other organizations. Services may include administrative workflows, registration systems, student-support tools, reporting, eligibility calculations, communications, dashboards, portals, data integrations, and other functions described in a Customer Agreement.

Adelfa may improve, update, modify, replace, or discontinue features to maintain security, reliability, legal compliance, usability, or technical compatibility. Adelfa will not materially reduce the core functionality of a paid Service during an active term without reasonable notice, except when a change is necessary to address security, legal, or third-party platform requirements.

New modules, custom reports, integrations, substantial redesigns, workflow changes, and other additions outside the agreed scope are not routine maintenance and may require a written change order, revised statement of work, and additional fees.

Beta, pilot, preview, or evaluation features may be changed or discontinued at any time and may be subject to additional terms. Unless a Customer Agreement states otherwise, beta features are provided without a service-level commitment and should not be used as the sole system of record for critical operations.

6. Accounts, School Control, and Authorized Access

Customers create, approve, provision, suspend, and control Authorized User access, except where Adelfa performs those tasks at the Customer’s documented direction. Customers determine the roles, permissions, and information each Authorized User may access.

Students and parents or guardians may view only information that the Customer has authorized them to view. Adelfa does not independently determine educational rights, custody rights, enrollment status, legal guardianship, or entitlement to a student record unless a Customer Agreement expressly assigns that responsibility to Adelfa.

Requests by a student, parent, guardian, or eligible student to inspect, correct, export, restrict, or delete Student Data should ordinarily be directed to the Customer. Adelfa will reasonably assist the Customer in responding to verified requests as required by applicable law or a Customer Agreement.

Each Authorized User must keep credentials confidential, use unique credentials, promptly report suspected compromise, and comply with Customer security policies. Shared administrator credentials are prohibited unless a Customer Agreement expressly permits them for a documented technical reason.

Customers must require multifactor authentication for administrative accounts whenever the applicable Service supports it. Adelfa may require password resets, multifactor authentication, or other safeguards when reasonably necessary to protect the Services or Customer Data.

7. Acceptable Use

No person may use the Website or Services to:

• access, attempt to access, view, alter, or disclose another person’s records without authorization;
• share credentials, impersonate another person, misrepresent authority, or bypass role-based access controls;
• upload malware, malicious code, corrupted files, or content intended to disrupt, damage, or gain unauthorized access;
• probe, scan, test, reverse engineer, decompile, or attempt to discover vulnerabilities, source code, or nonpublic technical information, except with Adelfa’s prior written authorization or as permitted by nonwaivable law;
• scrape, harvest, copy, or export data through automated means except through an authorized feature or written integration;
• interfere with service availability, impose an unreasonable load, evade rate limits, or access the Services through unauthorized interfaces;
• harass, threaten, exploit, discriminate against, or harm another person;
• upload or distribute content that is unlawful, infringing, defamatory, deceptive, obscene, or otherwise prohibited by Customer policy or applicable law;
• use Student Data for targeted advertising, unrelated commercial profiling, sale, or any purpose outside the educational context authorized by the Customer;
• use the Services to make unlawful decisions or to violate civil rights, accessibility, student privacy, employment, records-retention, or other applicable requirements; or
• help another person perform any prohibited activity.

Adelfa may investigate suspected misuse and may preserve or disclose information when reasonably necessary to protect students, users, Customers, Adelfa, or the public; enforce these Terms; comply with law; or respond to lawful process. Adelfa will limit disclosures to what is legally permitted and reasonably necessary.

8. Customer Responsibilities

The Customer is responsible for:

• determining that it has lawful authority to provide Customer Data to Adelfa and to direct Adelfa’s processing;
• providing notices and obtaining permissions or consents that the Customer is legally required to provide or obtain, while recognizing that Adelfa remains responsible for Adelfa’s own obligations;
• ensuring the accuracy, quality, legality, and appropriateness of Customer Data, Customer-defined rules, configurations, and instructions;
• assigning access only to persons with a legitimate need and promptly removing access when it is no longer appropriate;
• reviewing reports, alerts, eligibility outputs, AI-assisted results, and other system outputs before relying on them for material decisions, except for objective rule-based automation expressly configured by the Customer;
• maintaining its own policies, procedures, training, and records-management practices;
• using supported devices, browsers, networks, email systems, and security controls; and
• notifying Adelfa promptly of suspected unauthorized access, inaccurate configuration, misuse, or a security concern.

Customers may upload student work, photographs, logos, copyrighted materials, documents, and other content only when they have the right and authority to do so. The Customer represents that Adelfa’s authorized processing of Customer Data will not violate another person’s rights or applicable law.

9. Customer Data, Student Data, and Privacy

9.1 Ownership and Control

As between Adelfa and the Customer, the Customer owns and controls Customer Data. Adelfa does not acquire ownership of identifiable Student Data. The Customer grants Adelfa a limited, nonexclusive right to host, copy, transmit, process, display, modify, and otherwise use Customer Data only as reasonably necessary to provide, secure, support, and improve the contracted Services; comply with documented Customer instructions; and meet legal obligations.

9.2 School-Directed Processing

When applicable, Adelfa will act as a school official or service provider under the Customer’s direct control with respect to the use and maintenance of education records. Adelfa will use Student Data only for authorized educational purposes and will not redisclose it except as authorized by the Customer, permitted by applicable law, or necessary to provide the Services through approved subcontractors.

9.3 Prohibited Commercial Uses

Adelfa will not sell Student Data; use Student Data for targeted advertising; build a commercial profile of a student unrelated to a K-12 school purpose; or use Student Data to market unrelated products or services to students or their families.

9.4 Children Under Thirteen

When the Children’s Online Privacy Protection Act applies and a school is permitted to act as a parent’s agent for school-authorized educational use, Adelfa may rely on school authorization only within that educational context and only after providing the required information about Adelfa’s collection, use, and disclosure practices. Adelfa remains responsible for its own compliance obligations and will not treat the Customer as solely responsible for Adelfa’s compliance.

9.5 Data Minimization and Purpose Limitation

Adelfa will seek to collect and retain only information reasonably necessary for the applicable Service, legal obligation, security purpose, or Customer instruction. The specific categories of data, purposes, retention periods, and authorized disclosures may be described in a Privacy Policy, data privacy agreement, or Customer Agreement.

9.6 De-Identified and Aggregated Information

Adelfa may create and use aggregated or properly de-identified information for security, diagnostics, capacity planning, performance measurement, product improvement, research on service effectiveness, and development of educational software. Adelfa will not attempt to re-identify de-identified information and will require recipients, when any sharing is authorized, not to attempt re-identification. De-identified information will not be used for targeted advertising.

9.7 Publicity

Adelfa will not publicly identify a school, district, or organization as a Customer, display its name or logo, or publish a case study without prior written permission. Factual disclosures required by law or public procurement rules are not prohibited.

9.8 Privacy Documents

Adelfa’s Privacy Policy describes general information practices. A signed student data privacy agreement or data processing addendum may contain additional protections, data schedules, subcontractor requirements, deletion procedures, and legally required terms. If a privacy document conflicts with these Terms on a privacy issue, the privacy document controls.

10. Artificial Intelligence and Automated Rules

10.1 AI-Assisted Features

A Service may include optional artificial intelligence or machine-assisted features that generate preliminary grading suggestions, summaries, classifications, pattern descriptions, behavior-related profiles, recommendations, or other outputs. These features are tools for authorized educational personnel and are not substitutes for professional judgment.

Unless a signed Customer Agreement expressly authorizes otherwise, data submitted to an external or general-purpose AI provider must be de-identified before transmission. Adelfa will not use identifiable Student Data to train a public or general-purpose AI model without the Customer’s express written authorization and any legally required consent.

AI-assisted outputs may be incomplete, inaccurate, biased, inconsistent, or unsuitable for a particular student or context. A qualified Customer representative must review an AI-assisted output before it materially affects a grade, discipline action, counseling decision, special education decision, placement, health or safety response, benefit, opportunity, or other significant educational outcome.

10.2 Customer Authorization and Transparency

The Customer decides whether to enable an AI-assisted feature, which users may access it, and how the output may be used. The Customer is responsible for notices, policies, review procedures, and appeal or correction processes required by law or Customer policy. Adelfa will provide reasonably available information about the feature’s purpose and limitations.

10.3 Rule-Based Eligibility and Workflow Automation

A Service may automatically calculate or display eligibility for athletics, dances, activities, attendance recovery, rewards, privileges, or similar programs by applying objective criteria configured or approved by the Customer, such as grades, grade point average, attendance, credits, disciplinary status, deadlines, or other hard data. Such a calculation is rule-based automation and is not necessarily artificial intelligence.

The Customer defines and approves the criteria, thresholds, source records, effective dates, exceptions, and override procedures. The Customer remains the final institutional decision maker and must provide an appropriate method for staff review and for students or families to question or appeal an outcome. Adelfa is not responsible for an incorrect outcome caused by inaccurate source data, a Customer-defined rule, a delayed data import, or an unauthorized configuration change.

11. Security, Incidents, and Authentication

Adelfa will maintain commercially reasonable administrative, technical, and physical safeguards appropriate to the nature of the Services and Customer Data. Safeguards may include access controls, authentication, encryption where appropriate, logging, patching, monitoring, least-privilege practices, backup controls, and secure development procedures. No method of transmission, storage, or security is guaranteed to be completely secure.

A "Security Incident" means confirmed unauthorized access to, acquisition of, use of, alteration of, or disclosure of Customer Data in Adelfa’s custody or control. A Security Incident does not include unsuccessful login attempts, scans, pings, denial-of-service attempts that do not compromise Customer Data, or incidents caused solely by the Customer or its Authorized Users, unless otherwise required by law.

Adelfa will notify the affected Customer without unreasonable delay after discovering a Security Incident and, in any event, within seventy-two hours after confirming the Security Incident or within any shorter period required by applicable law, including California Civil Code section 1798.82. The notice will include reasonably available information about the nature of the incident, affected data, mitigation steps, and recommended Customer actions. Adelfa may provide information in stages as an investigation continues and may delay notice when required by law enforcement or applicable law. Because applicable law may require the Customer to notify affected individuals within a fixed period, currently thirty calendar days after discovery of a breach under California law, Adelfa will provide its notices and cooperation in time reasonably sufficient for the Customer to meet those deadlines.

Each party will reasonably cooperate in investigating and responding to a Security Incident. Neither party may issue a public statement identifying the other party without prior consultation, except where law requires disclosure.

Specific security requirements, audit rights, incident timelines, insurance requirements, and technical standards may be included in a Customer Agreement. Adelfa may update security measures as technology and risks change, provided that the overall level of protection is not materially reduced during an active term.

12. Hosting, Availability, Maintenance, Backups, and Support

12.1 Hosting

Adelfa may host Services on virtual private servers, dedicated servers, cloud infrastructure, or other managed infrastructure selected by Adelfa. Unless a Customer Agreement states otherwise, Adelfa may configure domains, certificates, databases, email services, monitoring, and related infrastructure necessary to provide the Services.

12.2 Availability

Adelfa will use commercially reasonable efforts to keep production Services available. These Terms do not create a guaranteed uptime percentage. Any uptime commitment, service credit, recovery objective, or other service-level guarantee must be stated in a signed service-level addendum or Order Form.

Availability may be affected by scheduled maintenance, emergency maintenance, security actions, internet failures, Customer systems, third-party providers, unsupported integrations, force majeure events, or other circumstances outside Adelfa’s reasonable control.

12.3 Maintenance and Updates

Routine maintenance, bug fixes, security patches, and generally released updates are included during an active paid service term unless the Customer Agreement states otherwise. Adelfa will schedule planned maintenance outside normal school operating hours when reasonably practicable and will provide advance notice when the maintenance is expected to materially affect availability. Emergency maintenance may occur without advance notice.

12.4 Backups and Recovery

Adelfa will maintain commercially reasonable backup and recovery practices appropriate to the applicable Service. Backup schedules, retention periods, encryption, restoration testing, recovery objectives, and geographic or provider separation may be specified in a Customer Agreement or security addendum. Backups reduce risk but do not guarantee that all data can be recovered in every circumstance.

Customers should use available export features and maintain copies of records that they are independently required to retain. A standard data export is included as described in Section 18. Custom migration, transformation, historical reconstruction, or recovery work may require additional fees unless caused by Adelfa’s breach.

12.5 Support

Unless a Customer Agreement provides enhanced support, support is provided through the email address, ticket system, or other channel designated by Adelfa. Telephone support and twenty-four-hour support are not included unless expressly purchased. Response times are targets for initial acknowledgment and evaluation, not guaranteed resolution times. Schedule A describes the default targets.

13. Fees, Invoicing, Renewals, and Taxes

13.1 Fees and Payment

Fees are stated in the applicable Order Form, proposal, statement of work, or invoice. Unless stated otherwise, hosted Services are billed annually in advance and invoices are due within thirty days after the invoice date. Adelfa may accept an approved purchase order in place of an advance payment or deposit.

13.2 Default Custom Development Milestones

When custom development work begins without a different written payment schedule, the default schedule is fifty percent upon project approval, thirty percent upon delivery of a functional testing version, and twenty percent before production launch or delivery of final production files. A school or government Customer may use another approved schedule when required by its procurement process and accepted by Adelfa in writing.

13.3 Scope Changes

Work outside the agreed scope requires a written change order or separate quote. Adelfa is not required to begin additional work until the parties agree on scope, schedule, and fees.

13.4 Disputed Charges and Late Payment

A Customer must notify Adelfa in writing of a good-faith invoice dispute within fifteen days after receiving the invoice and must timely pay any undisputed amount. Undisputed overdue amounts may accrue interest at one percent per month or the highest lawful rate, whichever is lower. Adelfa will provide written notice and a reasonable opportunity to cure before suspending a Service for nonpayment.

13.5 Terms and Renewals

Unless an Order Form states otherwise, the initial hosted-service term is twelve months. A Service does not automatically renew unless the applicable Customer Agreement expressly provides for automatic renewal. Adelfa may change pricing for a renewal term by giving at least sixty days’ advance notice. Continued use after renewal constitutes acceptance of the renewal pricing stated in the applicable renewal document.

13.6 Refunds

Fees are nonrefundable once the applicable service period or project phase begins, except as expressly stated in a Customer Agreement or when Adelfa materially breaches the agreement and fails to cure within thirty days after written notice. In that circumstance, the Customer’s remedy is a prorated refund of prepaid fees for the affected Service after the effective termination date.

13.7 Taxes

Fees do not include taxes, assessments, or governmental charges. The Customer is responsible for applicable taxes other than taxes based on Adelfa’s net income. A tax-exempt Customer must provide valid exemption documentation.

14. Intellectual Property and Custom Development

14.1 Adelfa Materials

Adelfa and its licensors own the Website, Services, Adelfa Materials, documentation, branding, and all associated intellectual property rights. Except for the limited rights expressly granted in these Terms or a Customer Agreement, no rights are transferred.

14.2 Customer Materials

The Customer retains ownership of Customer Data, its names and marks, Customer-created content, and materials it provides. The Customer grants Adelfa the limited license described in Section 9.1 for the duration necessary to provide the Services and meet legal and contractual obligations.

14.3 Hybrid Ownership of Custom Work

Unless a statement of work states otherwise, after full payment the Customer owns the Customer-specific content, branding, configurations, documentation, and deliverables expressly identified in the statement of work as "Customer-Owned Deliverables." Adelfa retains ownership of all Adelfa Materials, including reusable code, frameworks, libraries, templates, administrative tools, generic workflows, utilities, methods, know-how, and improvements that are not uniquely created for the Customer.

To the extent Adelfa Materials are embedded in a Customer-Owned Deliverable, Adelfa grants the Customer a nonexclusive, worldwide, royalty-free license to use those embedded materials solely as necessary to use the Customer-Owned Deliverable for the Customer’s internal educational and administrative purposes. For a hosted Service, the license lasts only during the paid service term. For software expressly delivered for Customer hosting, the license is perpetual unless the statement of work states otherwise.

14.4 Restrictions

Except as expressly permitted, no person may sell, sublicense, rent, commercially distribute, copy, modify, create derivative works from, reverse engineer, or remove proprietary notices from Adelfa Materials. These restrictions do not prohibit lawful use of Customer Data or Customer-Owned Deliverables.

14.5 Feedback

A Customer or Authorized User may provide suggestions, ideas, and feedback. Adelfa may use feedback without restriction or payment, provided that Adelfa does not publicly identify the source or disclose Confidential Information without permission.

14.6 Open-Source and Third-Party Components

A Service may contain open-source or third-party components governed by their own license terms. Those license terms control solely with respect to the applicable component.

15. Third-Party Services and Subcontractors

The Services may interoperate with third-party hosting, domain, email, identity, analytics, monitoring, payment, artificial intelligence, student information, learning management, or other services. A Customer’s use of a third-party service may be governed by separate terms between the Customer and that provider.

Adelfa may use subcontractors and service providers to perform limited functions necessary to provide the Services. Adelfa will require subcontractors that process Customer Data to protect the data, use it only for authorized purposes, and comply with applicable contractual restrictions. Adelfa remains responsible for its subcontractors to the extent stated in the applicable Customer Agreement and required by law.

Adelfa is not responsible for the availability, accuracy, policy changes, security failures, or acts of a third-party service outside Adelfa’s reasonable control. Adelfa will use commercially reasonable efforts to select and manage providers appropriate for the Services.

16. Accessibility

Accessibility requirements, conformance targets, testing methods, remediation obligations, acceptance criteria, and documentation will be specified separately for each project or Service. A statement of work may identify a standard such as a particular version and level of the Web Content Accessibility Guidelines, an applicable government standard, or Customer-specific requirements.

When no specific accessibility standard is stated in a Customer Agreement, Adelfa will use commercially reasonable efforts to design for inclusive and accessible use, but does not warrant conformance with a particular standard. Automated scans and point-in-time tests do not establish permanent or complete compliance, and changes to content, configuration, browsers, assistive technology, or third-party components may affect accessibility.

Customers must promptly report accessibility concerns and provide sufficient information for Adelfa to reproduce the issue. Remediation of a defect within the agreed scope is treated as maintenance; new accessibility requirements, content remediation, or third-party changes outside the agreed scope may require a change order.

17. Confidentiality

"Confidential Information" means nonpublic information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential, including Student Data, security information, source code, credentials, pricing, business plans, and nonpublic system documentation.

The receiving party will use Confidential Information only to perform or exercise rights under the applicable agreement, protect it with at least reasonable care, and disclose it only to personnel, professional advisers, and approved subcontractors who need to know it and are bound by confidentiality obligations.

Confidential Information does not include information that the receiving party can document was lawfully known without restriction, independently developed without use of the information, received lawfully from a third party without restriction, or made public through no breach of duty.

A party may disclose Confidential Information when required by law or valid legal process, provided it gives advance notice when legally permitted and reasonably cooperates in seeking confidential treatment. Obligations concerning Student Data and trade secrets survive for as long as the information remains protected; other confidentiality obligations survive for three years after termination unless a Customer Agreement provides a longer period.

18. Suspension and Termination

18.1 Suspension

Adelfa may temporarily suspend all or part of a Service when reasonably necessary to address maintenance, an actual or suspected security threat, unauthorized access, prohibited use, legal requirements, material harm to the Services or another customer, or undisputed nonpayment after notice and an opportunity to cure.

When reasonably possible, Adelfa will provide advance notice, limit the suspension to the affected account, feature, or activity, and restore access promptly after the issue is resolved. Immediate suspension may occur when delay would create a material security, safety, legal, or operational risk.

18.2 Termination for Breach

Either party may terminate a Customer Agreement for a material breach that remains uncured thirty days after written notice. A shorter cure period may apply to nonpayment, security threats, unlawful conduct, or a breach that cannot reasonably be cured. Either party may terminate immediately for insolvency, fraud, or unlawful use when permitted by law.

18.3 Expiration and Customer Data Export

For thirty days after expiration or termination, Adelfa will make a standard export of Customer Data reasonably available to the Customer, unless access would violate law, compromise security, or expose another person’s data. The Customer is responsible for requesting and downloading the export during that period. Custom migration or conversion services may require additional fees.

18.4 Deletion

After the thirty-day export period, Adelfa may delete Customer Data from active systems in accordance with the Customer Agreement and applicable law. Residual copies may remain temporarily in protected backup systems until they age out under the applicable backup-retention cycle. Adelfa may retain limited information when required by law, litigation hold, audit obligation, fraud prevention, or legitimate security need, and will continue to protect retained information.

18.5 Effect of Termination

Upon termination, Authorized Users must stop using the terminated Service, and all unpaid fees for completed work and elapsed service periods become due. Provisions concerning ownership, confidentiality, payment, data handling, disclaimers, indemnification, liability, disputes, and other terms that by their nature should survive will remain in effect.

19. Warranties and Disclaimers

19.1 Limited Service Warranty

Adelfa warrants that it will perform professional services in a professional and workmanlike manner and that, during an active paid term, the material functionality of a production Service will substantially conform to the applicable documentation or statement of work. The Customer must report a claimed breach with reasonable detail. Adelfa’s obligation is to use reasonable efforts to correct the nonconformity or reperform the affected service. If Adelfa cannot do so within a reasonable period, either party may terminate the affected Service and Adelfa will provide the prorated refund described in Section 13.6.

19.2 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTY ABOVE AND ANY WARRANTY THAT CANNOT LAWFULLY BE DISCLAIMED, THE WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." ADELFA DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

ADELFA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, COMPATIBLE WITH EVERY SYSTEM, OR SUITABLE AS THE SOLE BASIS FOR A MATERIAL EDUCATIONAL, MEDICAL, COUNSELING, DISCIPLINARY, EMPLOYMENT, SAFETY, OR LEGAL DECISION. ADELFA DOES NOT WARRANT THE ACCURACY OF CUSTOMER DATA, THIRD-PARTY DATA, AI-ASSISTED OUTPUTS, CUSTOMER-DEFINED RULES, OR RESULTS CAUSED BY UNSUPPORTED INTEGRATIONS.

20. Indemnification

20.1 Adelfa Intellectual Property Indemnity

Subject to a Customer Agreement and the liability limitations below, Adelfa will defend a Customer against a third-party claim alleging that an unmodified paid Service created by Adelfa infringes a United States patent, copyright, or trademark, and will pay damages finally awarded or amounts approved by Adelfa in settlement. Adelfa has no obligation for claims arising from Customer Data, Customer instructions, modifications not made by Adelfa, combinations with unapproved products, continued use after notice, or use outside the agreed scope.

If an infringement claim is likely, Adelfa may obtain the right to continue use, modify or replace the affected Service, or terminate the affected Service and refund prepaid unused fees. This Section states the Customer’s exclusive remedy for an intellectual property infringement claim.

20.2 Customer Indemnity

To the extent permitted by law, the Customer will defend and indemnify Adelfa against a third-party claim arising from Customer Data, Customer-defined eligibility rules or instructions, the Customer’s lack of authority to provide data, an Authorized User’s prohibited use, or the Customer’s violation of law or another person’s rights. A public agency is not required to provide an indemnity that it is legally prohibited from providing, and any alternative allocation must be stated in the Customer Agreement.

20.3 Procedure

The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation, and allow the indemnifying party to control the defense and settlement. A settlement may not admit fault by, impose nonmonetary obligations on, or restrict the rights of the indemnified party without its written consent.

21. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

EXCEPT FOR THE ENHANCED CAP BELOW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A CUSTOMER AGREEMENT OR THE SERVICES WILL NOT EXCEED THE FEES PAID OR PAYABLE FOR THE AFFECTED SERVICE DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. FOR USE OF THE PUBLIC WEBSITE WITHOUT A PAID CUSTOMER RELATIONSHIP, ADELFA’S TOTAL LIABILITY WILL NOT EXCEED ONE HUNDRED DOLLARS.

ADELFA’S TOTAL AGGREGATE LIABILITY FOR A CONFIRMED SECURITY INCIDENT OR BREACH OF CONFIDENTIALITY CAUSED BY ADELFA’S FAILURE TO MEET ITS EXPRESS CONTRACTUAL OBLIGATIONS WILL NOT EXCEED TWO TIMES THE FEES PAID OR PAYABLE FOR THE AFFECTED SERVICE DURING THE TWELVE MONTHS BEFORE THE EVENT, UNLESS A CUSTOMER AGREEMENT ESTABLISHES A DIFFERENT CAP.

The exclusions and caps do not apply to fraud, willful misconduct, a party’s infringement or misappropriation of the other party’s intellectual property, a Customer’s payment obligations, or liability that cannot legally be limited. The parties agree that these limitations are a material basis of the bargain and apply regardless of the legal theory asserted and even if a limited remedy fails of its essential purpose.

22. Dispute Resolution and Governing Law

22.1 Good-Faith Resolution

Before filing a lawsuit, a party must give written notice describing the dispute and requested relief. Authorized representatives will meet or confer in good faith for at least thirty days to attempt resolution, unless emergency injunctive relief is reasonably necessary.

22.2 Mediation

If the dispute remains unresolved, the parties will attempt nonbinding mediation in Fresno County, California, with a mutually selected mediator. Each party will bear its own legal fees and share the mediator’s fees equally, unless the parties agree otherwise. A party may proceed to court if mediation is not scheduled within forty-five days after a written request or does not resolve the dispute.

22.3 Law and Venue

California law governs these Terms and each Customer Agreement, without regard to conflict-of-law rules. Exclusive venue for a court proceeding will be in the state or federal courts located in Fresno County, California, except when applicable law governing a public agency requires another venue. Each party consents to personal jurisdiction in those courts.

22.4 No Mandatory Arbitration or Class Waiver

These Terms do not require binding arbitration and do not include a class-action waiver. The parties may agree to arbitration or another dispute procedure in a signed Customer Agreement.

22.5 Attorney Fees

Each party will bear its own attorney fees and costs unless a statute, court order, or signed Customer Agreement provides otherwise.

23. Changes to These Terms

Adelfa may update these Terms to reflect changes in the Services, law, security practices, or business operations. Adelfa will post the updated Terms with a new effective date and provide additional notice when a change is material.

A change to these online Terms will not materially reduce a Customer’s privacy, security, ownership, or service rights during an active paid term unless the Customer agrees in writing or the change is required by law or necessary to address an urgent security risk. For Website visitors and unpaid users, continued use after the effective date of an update constitutes acceptance.

24. General Provisions

24.1 Electronic Communications and Signatures

The parties may conduct transactions electronically. Electronic acceptance, signatures, records, notices, and copies have the same effect as paper originals to the extent permitted by law.

24.2 Assignment

Neither party may assign a Customer Agreement without the other party’s prior written consent, except that Adelfa may assign it in connection with a merger, reorganization, financing, or sale of substantially all assets relating to the Services, provided the successor assumes Adelfa’s obligations. A public agency’s assignment rights remain subject to applicable law.

24.3 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, fiduciary relationship, franchise, agency, or employment relationship.

24.4 Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, wildfire, flood, earthquake, epidemic, war, terrorism, civil disturbance, labor action, government action, utility failure, internet disruption, or widespread third-party infrastructure failure. This provision does not excuse payment for Services already provided or duties concerning confidentiality and protection of Customer Data.

24.5 Severability and Waiver

If a provision is unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions will continue in effect. A waiver must be in writing and applies only to the specific instance stated. Delay in exercising a right is not a waiver.

24.6 No Third-Party Beneficiaries

Except where a Customer Agreement expressly states otherwise, these Terms benefit only the parties and do not create enforceable rights for another person.

24.7 Entire Agreement

These Terms and the applicable Customer Agreements constitute the entire agreement concerning their subject matter and replace prior or contemporaneous discussions, proposals, or representations concerning that subject matter. A modification must be made as provided in Section 23 or in a writing signed by authorized representatives.

24.8 Headings and Interpretation

Headings are for convenience only. "Including" means "including without limitation." The singular includes the plural and vice versa when context requires. These Terms will not be construed against a party merely because that party drafted them.

25. Contact and Legal Notices

Questions about these Terms and formal legal notices to Adelfa should be sent to:

Adelfa Digital LLC
Attn: Legal Notices
Fresno County, California
Email: legal@adelfadigital.com
Website: https://adelfadigital.com

A legal notice to a Customer may be sent to the administrative, legal, or billing contact listed in the applicable Customer Agreement. Email notice is effective when sent unless the sender receives a delivery-failure message. A notice of breach, termination, indemnity claim, or lawsuit must also be sent by a delivery method that provides confirmation of transmission or receipt, unless the Customer Agreement states otherwise.

Schedule A. Default Support Priorities and Response Targets

These targets apply only when a Customer Agreement does not provide different support terms. They are measured during business days, excluding federal holidays, and refer to Adelfa’s initial acknowledgment and evaluation. They are not guaranteed resolution times or service credits.

A "business day" means Monday through Friday, excluding federal holidays. Adelfa may designate support hours and channels in the applicable Customer Agreement. Customers should use the designated support channel rather than legal@adelfadigital.com for routine technical requests.