Terms of Service

Effective date: [date, set when approved]

1. Who these terms are between

These terms are an agreement between [legal entity], [address] ("we", "us"), and the school district, charter school or other school organization that creates an account ("you", "the district"). By creating an account, paying, or using the hosted tools, you agree to these terms on behalf of the district and confirm that you have the authority to do so. Yellow Cells is the name of the service.

2. The service

Yellow Cells is a set of web tools ("the tools") that replicate workbooks published by the Missouri Department of Elementary and Secondary Education (DESE), the Missouri State Auditor, the U.S. Department of Agriculture (USDA) and others, and do the arithmetic and apply the rules those workbooks contain. The tools run in your browser. The hosted service lets the district's users sign in and open the tools, and lets the district download an offline copy of them. Together these are "the service".

3. One license per district

One subscription covers one district or charter. During the term, we give the district a non-exclusive, non-transferable license to use the service for its own work. Its staff may use it, and there is no limit on the number of users. [to confirm: board members and contractors working for the district count as staff]

The account owner invites users by email and is responsible for who has access, including removing people who leave the district. You may not resell the service, give access to another district or organization, or copy it to build a competing product.

4. Fees and payment

The fee is $1,000 per district for each 12-month term. It is the same for every district and charter, and it does not depend on the number of users.

You can pay by card through Stripe, or by invoice ("Pay by invoice or purchase order"). An invoice is due 30 days after its date (net 30) and is payable by ACH or check. Hosted access starts when a card payment goes through, or when the invoice is created. If an invoice is not paid when it is due, we may suspend hosted access until it is paid. [to confirm]

5. Term and renewal

The term is 12 months from the date of purchase. It is not prorated to the district's July 1 fiscal year. At the end of each term the subscription renews automatically for another 12 months, at the fee then in effect, until it is canceled. A district that pays by invoice receives a new invoice for each renewal. If we change the fee for a renewal, we will email the account owner at least [30] days before the renewal date, so the district can cancel first. [to confirm: notice period]

6. Canceling

The district can cancel at any time from the Billing page, which opens Stripe's customer portal. Canceling stops the subscription from renewing. The subscription ends at the end of the term the district has already paid for. [to confirm] Hosted access ends when the subscription ends.

7. Refunds

If the district asks within 30 days of purchase, we will refund the full fee it paid, with no questions. To ask, email support@yellowcells.com. If an invoice is still unpaid, we will cancel it instead. After 30 days, fees already paid are not refundable. [to confirm]

8. When the subscription ends

Hosted access ends when the subscription does. A copy of the tools that the district downloaded while the subscription was active keeps working on its computers, and the district may keep using it for its own work. New versions of the tools, and hosted access, are for subscribers.

Tool entries are kept in your browsers or in files you saved, not on our servers, so use Save in a tool before the subscription ends to keep what you need. We will delete the district's account data on request, as the Privacy Policy describes.

9. The district checks its filings

The tools replicate workbooks and rules that others publish, and those can be revised during a year. The district is responsible for the figures it enters, for checking every result against the official form or rule before it files or relies on it, and for what it files, adopts or reports. The tools do not file anything for you, and they are not legal, tax, accounting or audit advice.

10. Not published or endorsed by any agency

Yellow Cells is independent. It is not published, endorsed or approved by DESE, the Missouri State Auditor, USDA or the State of Missouri. Their names, and the names of their workbooks, are used only to say what a tool follows. The workbooks, forms and rules belong to their publishers, and we claim no rights in them.

11. Your information and our software

What the district enters into a tool, and the files it imports, stay with the district. They are handled in your browser and are not sent to us, as the Privacy Policy describes. We own the service, including the software and design of the tools. The district gets only the license in these terms.

12. Acceptable use

• Do not share a sign-in with anyone outside the district.
• Do not probe, overload or try to break the service, or get around its access controls.
• Do not use the service to break the law.

13. No warranty

Except as these terms state, we make no warranty of any kind, express or implied, including that the service will be error-free, uninterrupted, or fit for a particular purpose. In particular, we do not promise that a figure a tool produces is the figure an agency will accept.

14. Limit of liability

To the extent the law allows, our total liability to the district for all claims arising out of or relating to the service or these terms is limited to the fees the district paid in the 12 months before the claim. We are not liable for indirect, incidental, special or consequential damages, or for lost data, revenue or state aid, or for penalties, audit findings or the effects of a filing, even if we were told they were possible. Nothing in these terms limits liability that the law does not allow us to limit.

15. Governing law

These terms are governed by the laws of the State of Missouri, without regard to its conflict-of-law rules. [to confirm] Disputes will be heard in the state or federal courts located in [county], Missouri. [to confirm]

16. Changes to these terms

We may change these terms. A change takes effect at the district's next renewal, or sooner if the law requires it or it does not reduce the district's rights. We will email the account owner at least [30] days before a change takes effect. If the district does not accept a change, it can cancel before then. [to confirm]

17. General

These terms and the Privacy Policy are the whole agreement between us about the service. If a part of them cannot be enforced, the rest still applies. Our not enforcing a term is not a waiver of it. The district may not transfer its account to another organization without our written agreement.

18. Contact

Questions about these terms: support@yellowcells.com. [legal entity], [address].