Terms of Service

1. Agreement and parties

These Terms of Service ("Terms") constitute a binding agreement between Zentrosoft LLC ("Zentrosoft," "we," "us," or "our"), a software company, and the institution or organization ("Institution" or "you") accessing or using the OnboardConnect platform ("Service").

By clicking "Request Access," creating an account, or using the Service, the individual accepting these Terms represents that they have the authority to bind the Institution to this agreement.

2. Description of service

OnboardConnect is a cloud-based platform that automates the provisioning of Active Directory accounts for students enrolled through Slate CRM and compatible enrollment systems. The Service includes:

• Automated account provisioning triggered by enrollment events in Slate
• An on-premises agent for institutions with on-premise Active Directory environments
• A web-based dashboard for configuration, monitoring, and audit log review
• Integration with Microsoft Entra ID (Azure AD) for cloud-only environments
• SFTP-based enrollment file ingestion as an alternative trigger mechanism

3. Access and accounts

Access to the Service is granted following an access request review by Zentrosoft. We reserve the right to accept or decline any access request at our sole discretion.

You are responsible for:

• Maintaining the confidentiality of all account credentials
• All activity that occurs under your institution's account
• Ensuring that only authorized personnel are granted access to your institution's dashboard
• Notifying us promptly at solutions@zentrosoft.com if you suspect unauthorized account access

4. Acceptable use

You agree to use the Service only for its intended purpose — provisioning Active Directory accounts for your enrolled students — and in compliance with all applicable laws and regulations, including FERPA.

You may not:

• Use the Service to provision accounts for individuals who are not enrolled students or authorized staff at your institution
• Attempt to access accounts, data, or systems belonging to other institutions
• Reverse engineer, decompile, or attempt to extract the source code of the Service
• Resell, sublicense, or otherwise provide access to the Service to any third party
• Use the Service in any manner that could damage, disable, or impair our infrastructure

5. Data and privacy

Your use of the Service is also governed by our Privacy Policy, which is incorporated into these Terms by reference.

You represent and warrant that:

• You have the authority to share student enrollment data with Zentrosoft for the purpose of account provisioning
• Your use of the Service complies with FERPA and any other applicable student privacy laws
• You have appropriate data processing agreements in place as required by applicable law

Zentrosoft will process student data only as directed by your institution and as described in our Privacy Policy. We operate as a school official under FERPA's legitimate educational interest exception.

6. On-premises agent

If you install the OnboardConnect on-premises agent on your institution's servers, you agree to:

• Deploy the agent only on servers within your institution's network that have appropriate LDAP access to your Active Directory domain controllers
• Keep the agent software updated to versions supported by Zentrosoft
• Revoke the agent token promptly if the server is decommissioned or if you suspect the token has been compromised

Zentrosoft grants you a limited, non-exclusive, non-transferable license to install and use the agent software solely for the purpose of using the Service.

7. Payment terms

Pricing is based on the number of provisioned accounts per academic year, as agreed in your order or subscription agreement. Specific pricing terms, billing cycles, and payment methods are set out in the order documentation provided at the time of account activation.

Failure to pay fees when due may result in suspension of the Service after reasonable notice. Early adopter and founder pricing is subject to the specific terms communicated at the time of onboarding.

8. Service availability and uptime

Zentrosoft will use commercially reasonable efforts to maintain Service availability. We do not guarantee uninterrupted or error-free operation. Planned maintenance windows will be communicated in advance when possible.

Zentrosoft is not liable for provisioning delays or failures caused by: downtime of your Active Directory environment, connectivity issues between your on-premises agent and our cloud service, changes to your Slate CRM configuration, or events outside our reasonable control.

9. Intellectual property

The Service, including all software, documentation, and associated materials, is and remains the exclusive property of Zentrosoft LLC. Nothing in these Terms transfers any intellectual property rights to you.

You retain ownership of all data you provide to the Service, including student enrollment data, Active Directory configurations, and audit log exports generated from your institution's account.

10. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party in connection with the Service, and to use such information only for the purposes of these Terms. This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law.

11. Disclaimer of warranties

The Service is provided "as is" and "as available." Zentrosoft disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Zentrosoft does not warrant that the Service will meet your specific requirements or that it will be free from errors.

12. Limitation of liability

To the maximum extent permitted by applicable law, Zentrosoft's total liability to you for any claim arising from or related to these Terms or the Service will not exceed the fees paid by your institution in the twelve months preceding the claim.

In no event will Zentrosoft be liable for indirect, incidental, special, consequential, or punitive damages, including loss of data, loss of revenue, or cost of substitute services, even if advised of the possibility of such damages.

13. Indemnification

You agree to indemnify, defend, and hold harmless Zentrosoft and its officers, employees, and agents from any claims, damages, or expenses (including reasonable attorneys' fees) arising from: your use of the Service in violation of these Terms, your violation of any applicable law, or any claim that your institution's data or configuration infringes the rights of a third party.

14. Term and termination

These Terms are effective from the date you first access the Service and remain in effect until terminated.

Either party may terminate the agreement with 30 days' written notice. Zentrosoft may suspend or terminate your access immediately if you materially breach these Terms and fail to cure the breach within 10 days of written notice.

Upon termination, your access to the Service will be revoked and your data will be retained for 90 days before deletion, during which time you may request an export of your audit logs and configuration data.

15. Changes to these terms

We may update these Terms from time to time. For material changes, we will provide at least 30 days' notice via email to active account holders before the changes take effect. Continued use of the Service after the effective date constitutes acceptance of the revised Terms.

16. Governing law and disputes

These Terms are governed by the laws of the United States applicable to agreements made and performed entirely within the United States, without regard to conflict-of-law principles. Any dispute arising from these Terms will be resolved through binding arbitration, except that either party may seek injunctive relief in a court of competent jurisdiction for matters involving intellectual property or confidentiality.

17. General

• Entire agreement — These Terms, together with our Privacy Policy and any order documentation, constitute the entire agreement between you and Zentrosoft regarding the Service.
• Severability — If any provision of these Terms is found unenforceable, the remaining provisions will continue in full force.
• Waiver — Failure to enforce any provision of these Terms does not constitute a waiver of that provision.
• Assignment — You may not assign these Terms without our written consent. Zentrosoft may assign these Terms in connection with a merger, acquisition, or sale of substantially all of our assets.

18. Contact

For legal inquiries or questions about these Terms, contact: