Customer Service

These terms and conditions are a user agreement (“Agreement”) between you and Online School Management Systems, Inc. (“OSMS”, “us”, “we”, or “our”) and the Parent Company Edlio Inc. for your use of the Online School Payments service, including any related products and services offered through http://osp.osmsinc.com (“Website”) or by OSMS (collectively the “Service”). The Service allows you to make payments to participating schools and school districts (collectively “Schools”) as set forth in this Agreement. This Agreement affects your rights and should be read carefully. This agreement was last modified on August 28th, 2020. In this Agreement, “you” or “your” means any person or entity using or accessing the Service. By using the Service, you agree to the terms and conditions of this Agreement and any documents incorporated in this Agreement by reference. If you do not agree to be bound by these terms and conditions, you may not use or access the Service.

USE OF SERVICE

1. Authorization to use the Service is granted to parents and legal guardians of students and their designees (“Authorized Users”) who want to access information about and make payments to the School accounts of such students using the Service. The Service is not available to minors (under 18), persons who are suspended from the Service, or persons who in our sole discretion present an unacceptable level of credit risk.


2. Authorized Users may use the Service to view School account information and make payments as allowed by this Agreement.


3. By using the Service, Authorized Users authorize OSMS, its designees, and the applicable student's School to share information in connection with operation of the Service. You warrant that information you provide, and your provision of such information does not violate the rights of any third party or any agreement or obligation you have.


4. Your use and access of the Website (including submission of information and use of the Service) shall not: (i) be false, inaccurate or misleading; (ii) be fraudulent; (iii) violate the terms of your agreement with your bank or credit card or debit card issuer (“Issuer”) (including, without limitation, providing yourself a cash advance or helping others to do so), (iv) violate any law, statute, ordinance, contract or regulation (including, but not limited to, those governing financial services, consumer protection, unfair competition, antidiscrimination, or false advertising); (v) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (vi) be obscene or contain child pornography; (vii) use or contain any malware, including viruses, Trojan horses, worms, bot nets or other computer code that may damage, interfere with, intercept or expropriate any system, data, or personal information; or (viii) create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers. You agree that you will not use any device, software, or routine to bypass any security feature, or to interfere or attempt to interfere with the proper working of the Service or any activity conducted on the Website. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our Service infrastructure. If you use or attempt to use the Service for purposes other than as allowed in this Agreement, including but not limited to tampering, hacking, modifying or otherwise corrupting the security or functionality of the Service, your authorization to use the Service will be terminated and you will be subject to damages and other penalties, including criminal prosecution where available.


5. OSMS reserves the right at any time to modify or discontinue, temporarily or permanently, the Service, the Website or any part thereof with or without notice. You agree that OSMS will not be liable to you or any third party for any modification, suspension or discontinuance of the site.

PAYMENTS TO SCHOOLS

1. You may make payments to Schools by using a credit card we accept. The student's School receives the proceeds of all payments less any service fees associated with the transaction. Use of such payments at or by your student's School is governed exclusively by your agreement or arrangement with the School, and we are not responsible for the School's handling of such payments after the School receives the proceeds.


2. Payments will be processed and made available for your student's use in accordance with the agreement between OSMS and the School. A number of factors, several of which are outside of our control, contribute to when the School receives the funds, including possible delays in the banking system or communications networks. We make no representations or warranties regarding the amount of time needed to complete processing. If you have any questions regarding the processing of payments, please contact us.


3. You agree to pay for the Service and for the product or service offered by your student’s School in accordance with the agreement between you and your Issuer and this Agreement. You agree that we are only a provider of the Service, and we are not a bank or financial institution. We are not a trustee, escrow agent, or fiduciary, and we do not owe you any duty other than to provide the Service according to the terms and conditions of this Agreement. If we hold any of your funds, we will not owe you any interest or income therefrom, which we may retain for our benefit.

FEES

The Service is provided by only OSMS and its affiliates. The Schools that accept payments through the Service are customers of OSMS, and except for the agreements to provide the Service, OSMS does not have any legal affiliation with such Schools. OSMS does not share the fees it earns for providing the Service with the Schools that accept payments through the Service.

You agree to pay for the cost of the goods or services purchased as well as any additional service and handling fees. All payments collected through the Website are processed by OSMS Inc. and remitted to a School pursuant to the terms of a service agreement between OSMS and the applicable School. Any School district accepting payments through the Service may at its own discretion elect to have a handling fee added to its payments to cover the cost of using the Service. To avoid paying the handling fee, you should contact your student’s School to inquire about any available in person payment options.

REFUNDS AND RETURNS

OSMS’s only role in all transactions made in connection with the Service is processing payments and remitting the proceeds to the applicable School. OSMS has absolutely no responsibility for the goods and services offered or provided by the Schools that accept payments through the Service. OSMS will not under any circumstances provide refunds or accept returns on behalf of Schools. If you or the student are not satisfied with any good or service purchased with a payment through the Service, your exclusive remedy is to resolve the issue with the student's School. You agree to hold us and our designees, employees, agents, and affiliates harmless for all claims, costs, damages and expenses arising out of or related to purchases of goods or services through the Service. Whether to issue a refund or accept a return, and deciding the method of any such refund, is determined solely by the applicable School, and you agree to not seek any refunds from or attempt to return any goods to OSMS.

REQUIREMENTS

The Service may be accessed via the Internet. You are solely responsible for the equipment, software, and communication services needed to access the Internet.

DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

1. THE SERVICE, OUR WEBSITE, ANY INFORMATION PROVIDED THEREIN, IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU AGREE THAT YOUR ACCESS TO AND USE OF THE WEBSITE IS AT YOUR OWN RISK. OSMS MAKES NO WARRANTY AND DISCLAIMS LIABILITY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE OR FREE FROM VIRUSES OR OTHER DEFECTS OR HARMFUL COMPONENTS, NOR DOES OSMS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION OR SERVICE PROVIDED THROUGH THE SERVICE. OSMS MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.


2. EXCEPT AS SPECIFIED HEREIN, WE WILL MAKE REASONABLE EFFORTS TO ENSURE THAT YOUR REQUESTS FOR ELECTRONIC DEBITS AND CREDITS ARE PROCESSED IN A TIMELY MANNER. OTHER THAN FOR THE FOREGOING SENTENCE, NONE OF OSMS, ITS DESIGNEES, EMPLOYEES, AGENTS, OR AFFILIATES WILL BE LIABLE FOR ANY CLAIMS, LOSSES, ACTIONS, DAMAGES OR INJURY RESULTING FROM ANY FAILURE OF PERFORMANCE OF THE SERVICE, ERROR, OMISSION, INACCURACY, INTERRUPTION, DEFECT, UNTIMELINESS OR UNAUTHENTICITY OF ANY INFORMATION, DELAY OR INTERRUPTION IN OPERATION OR TRANSMISSION, INTERCEPTION OF TRAFFIC SENT OR RECEIVED, COMMUNICATION LINE FAILURE, SECURITY BREACH, EAVESDROPPING, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF INFORMATION, OR THE USE OF THE SERVICE.


3. IN NO EVENT WILL OSMS, ITS DESIGNEES, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY PUNITIVE DAMAGES, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR SIMILAR DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE. IN ALL CASES OSMS' MAXIMUM LIABILITY SHALL NOT EXCEED THE LESSER OF YOUR ACTUAL, DIRECT DAMAGES RESULTING FROM OSMS' BREACH OF THIS AGREEMENT OR THE AMOUNT PAID TO OSMS RELATED TO SUCH BREACH.


4. THE LAWS OF SOME STATES PROHIBIT THE DISCALIMER OF CERTAIN WARRANTIES OR THE LIMITATION OF CERTAIN REMEDIES. TO THE EXTENT REQUIRED BY APPLICABLE LAW, SOME OR PART OF THE FOREGOING PARAGRAPH MAY NOT APPLY TO YOU, AND IN SUCH STATES OSMS' LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

PRIVACY

OSMS may collect information about you and your use of the Service. Use and disclosure of such information is governed by the Privacy Policy, as the same may change from time to time, which is posted on and can be printed from the Website. By using the Service, you agree to the terms of our Privacy Policy and the use and disclosure of your information as outlined therein, and our Privacy Policy is incorporated into this Agreement.

MARKETING AND ADVERTISING

OSMS may collect personal information such as your email address and phone number, but not limited to such information, to contact you about the Services and other School products and services. Once you sign up for the Service and register for one or more Schools, we may send you email or other marketing communications on behalf of such Schools about their products and services, invite you to participate in School events or surveys, or otherwise communicate with you on behalf of Schools for marketing purposes. You have the right to withdraw your consent to receive such marketing communications at any time. If you no longer want to receive School marketing-related communications from us, you may opt-out via the unsubscribe link included in such emails or by contacting support. We will try to comply with your request(s) as soon as reasonably practicable. Please note that if you opt-out of receiving marketing-related communications from Schools, we may still send you important administrative messages that are required to provide you with our Services.

TERMINATION

You may discontinue your use of and access to the Service at any time; however, this Agreement will continue to apply to all of your past use of the Service. Your termination will not affect pending or prior transactions. OSMS may immediately terminate this Agreement without notice, including, but not limited to, if you engage in any conduct which we, in our sole discretion, consider to be unacceptable, or if you breach this Agreement. You agree that upon termination or discontinuation for any reason, we may delete all information relating to you on the Website and may bar your access to the Website and use of the Service. The sections titled Trademarks and Indemnification will survive termination of this Agreement.

TRADEMARKS

The OSMS logo and word mark, the Online School Payments logo and word mark, and all related logos and word marks used or referenced on the Website are trademarks or registered trademarks of OSMS. The Website is property of OSMS and may contain copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound. The content, and the selection, coordination, arrangement and enhancement of such content, are the property of their respective owner. You may not modify, copy, record, publish, transmit, distribute, participate in the transfer or sale, create derivative works, or in any way exploit, any of the Website content in whole or in part.

INDEMNIFICATION

You agree to defend, indemnify and hold OSMS and its affiliates, officers, employees, agents, partners, and contractors, harmless from and against all claims, expenses and damages, including reasonable attorneys' fees, arising out of or resulting, directly or indirectly, from any act or omission by you or the student with respect to the Service, a payment made through the Service, or the student's School.

MISCELLANEOUS TERMS

1. Entire Agreement. This Agreement and any other agreements and policies posted on the Website constitute the entire agreement between you and us with respect to your use of the Service. This Agreement supersedes all previous written or oral agreements between the parties with respect to the subject matter contained herein.


2. Change in Terms. OSMS reserves the right at any time to change the terms and conditions of this Agreement, and such change(s) will be effective immediately upon posting on the Website. We will provide notice of any such changes by posting a notice to the Website or as otherwise required by law. Any use of the Service by you after posting such notice shall be deemed acceptance by you of such changes.


3. Applicable Laws. This Agreement is governed by the laws of the Commonwealth of Virginia without regard to its conflict of laws provisions. Any suit or other legal proceeding arising out of or related to this Agreement shall be brought exclusively in a court of competent jurisdiction sitting in Fairfax County, Virginia.


4. Waiver. Any waiver of our rights must be in writing and signed by a duly authorized officer of OSMS. No waiver of any particular breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.


5. Assignment. You may not transfer any rights or obligations under this Agreement without prior, written consent at our sole discretion. We reserve the right to transfer this Agreement or any right or obligation hereunder without your consent.


6. Communications. You agree that this Agreement constitutes “a writing signed by you” under any applicable law or regulation. To the fullest extent permitted by applicable law, this Agreement and any other agreements, notices or communications regarding your use of the Service (“Communication”) may be provided to you electronically. You agree to receive Communications from us in electronic form delivered by posting on the pages within the Website or delivered to your email address, whether or not actually received by you.


7. Notices. Except as provided above, notices required or allowed under this Agreement shall be given in writing and sent (a) from you to us by postal mail to: Online School Management Systems, Inc.,22375 Broderick Drive, Suite 130, Sterling, Va 20166; and (b) from us to you at the email address or postal address you provided to us, at our option. Electronic notices shall be deemed received 24 hours after being sent unless the sending party is aware that it was not received. Postal notices shall be deemed received 3 days after mailing to the address(es) stated above, postage prepaid.