Terms of Service

1. Acceptance of Terms

By creating an account, accessing, or using the Celerity Data Hub platform ("Service"), you agree to be bound by these Terms of Service ("Terms"). If you are accepting on behalf of an organization (school district, education service center, or other entity), you represent that you have authority to bind that organization.

You must accept these Terms before activating any trial or paid subscription.

2. Description of Service

Celerity Data Hub is a multi-tenant SaaS platform providing:

• Ed-Fi-compatible data integration and management
• Node-based deployment on customer or Celerity-hosted infrastructure
• Administrative console for data oversight and platform management
• API access for programmatic data operations

3. Accounts and Access

3.1 Registration

• You must provide accurate, current information during registration
• Payment information is required at registration
• One account per individual; organizational accounts managed through tenant administration
• You are responsible for maintaining the confidentiality of your credentials

3.2 Tenant Model

• Each customer organization operates within an isolated tenant
• Tenant administrators control user access within their organization
• Cross-tenant data access is prohibited by platform architecture (row-level security, schema isolation)

4. Acceptable Use

You agree NOT to:

• Attempt to access data belonging to other tenants
• Reverse engineer, decompile, or disassemble any part of the Service
• Use the Service to store data unrelated to educational operations
• Exceed documented API rate limits or resource allocations
• Deploy unauthorized software on Celerity-managed nodes

See also our Acceptable Use Policy for detailed guidelines.

5. Data Ownership

5.1 Customer Data

You own your data. Celerity claims no ownership of data uploaded, processed, or stored through the Service. Student education records remain the property of the originating educational agency.

Upon contract termination, you may export your data for 45 days. After that, production data is permanently deleted; disaster recovery backups are purged within 90 days.

5.2 Platform Data

Celerity retains ownership of platform telemetry, aggregated usage statistics (anonymized), and system health metrics. No student personally identifiable information (PII) is included in platform telemetry.

6. Node Deployment

Where Celerity nodes are deployed on customer-owned infrastructure:

• Customer is responsible for providing and maintaining the host environment (network, power, OS updates)
• Celerity is responsible for node software, configuration, and data processing operations
• Celerity requires network access to nodes for management, updates, and monitoring
• Customer retains physical control of hardware at all times

7. Intellectual Property

7.1 Celerity IP

Celerity and its licensors retain all rights, title, and interest in the Service, including all software, APIs, documentation, designs, and trademarks. Nothing in these Terms transfers ownership of any Celerity intellectual property to you.

7.2 Customer Data

Celerity claims no intellectual property rights over Customer Data. No license to Customer Data is granted to Celerity beyond what is strictly necessary to provide the Service. Customer Data is not used to train models, develop products, or improve services beyond the Customer's own tenant.

7.3 License Grant

Celerity grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service during your active subscription. This license terminates immediately upon expiration or termination of your subscription.

8. Service Tiers and Billing

8.1 Trial

• 45-day free trial with full platform access
• Celerity will send trial expiration reminders at 7 days and 1 day before trial end
• Trial converts to paid subscription automatically unless cancelled

8.2 Paid Subscriptions

• Billed monthly via Stripe
• Changes to pricing require 30 days written notice to existing customers
• Existing customers retain their current pricing for 12 months following any price increase

8.3 Cancellation

• Cancel anytime; service continues through end of current billing period
• No refunds for partial billing periods
• Data export available for 45 days post-cancellation; production data permanently deleted thereafter

9. Service Level

Service availability commitments are available upon request as part of your service agreement. Remedies for downtime are limited to service credits as specified in the SLA.

10. Warranty Disclaimer

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CELERITY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY OR COMPLETENESS OF DATA.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: Celerity's total liability shall not exceed the fees paid by you in the 12 months preceding the claim. Celerity is not liable for indirect, incidental, special, consequential, or punitive damages. For service availability issues, service credits are the sole and exclusive remedy.

12. Indemnification

12.1 Customer Indemnification

You agree to indemnify and hold Celerity harmless against third-party claims arising from your violation of these Terms, your misuse of the Service, or actions solely attributable to you.

12.2 Celerity Indemnification

Celerity agrees to indemnify and hold you harmless against third-party claims arising from Celerity's breach of the Data Processing Agreement, a confirmed data breach resulting from Celerity's failure to maintain required security measures, or infringement of third-party IP rights by the Service itself.

13. Force Majeure

Neither party shall be liable for failure or delay in performance resulting from causes beyond its reasonable control, including natural disasters, acts of war, government actions, pandemics, failure of third-party infrastructure, or power grid failures. The affected party must notify the other within 48 hours and use reasonable efforts to mitigate impact.

14. Modifications to Terms

Celerity may update these Terms with 30 days notice via email to account administrators. Material changes require affirmative acceptance upon next login.

15. Termination

Celerity may suspend or terminate access for violation of these Terms, non-payment after 15-day grace period, or legal/regulatory requirements. Upon termination, data is available for export for 45 days, then permanently deleted. Backups purged within 90 days.

16. Export Compliance

The Service is operated entirely within the United States. You agree not to access or use the Service in violation of any United States export control laws or regulations.

17. Governing Law and Dispute Resolution

Governed by the laws of the State of Texas. Before initiating arbitration, parties agree to attempt resolution through good-faith negotiation for 30 days. If negotiation fails, disputes resolved by binding arbitration in Austin, TX under AAA Commercial Arbitration Rules.

18. Contact

Celerity Education Data Systems Inc.
Email: legal@celerityedu.com
Website: celerityedu.com