TERMS OF USE

Last Updated: 17th May, 2025

1. ACCEPTANCE OF TERMS

These Terms of Use ("Terms") constitute a legally binding agreement between you (the "Client," "School," "Institution," or "User") and Klickit Systems ("we," "us," "our," or "Company") regarding your access to and use of KlickitSMS school management software (the "Software" or "Service").

By logging into, accessing, or using KlickitSMS in any manner, you represent that:

• You have read and understood these Terms
• You agree to be bound by these Terms
• You have the authority to enter into this agreement on behalf of your institution
• Your use of the Service complies with all applicable laws and regulations

If you do not agree to these Terms, you must immediately discontinue use of KlickitSMS.

2. NATURE OF SERVICE - SOFTWARE AS A SERVICE (SaaS)

2.1 License Model

KlickitSMS is provided as a Software as a Service (SaaS) solution on a subscription basis. This means:

• The Software is licensed, NOT sold
• You receive a non-exclusive, non-transferable right to access and use the Software during your active subscription period
• Klickit Systems retains all ownership rights, title, and interest in KlickitSMS
• No source code, proprietary algorithms, or underlying technology is transferred to you

2.2 Subscription Terms

Access to KlickitSMS is granted on either:

• Termly Basis: Renewable each academic term
• Yearly Basis: Renewable annually
• New Plans: As Negotiated.

Subscription fees, payment schedules, and renewal terms are as agreed in your specific subscription agreement. Failure to renew or pay subscription fees will result in suspension or termination of access to the Software.

3. OWNERSHIP AND INTELLECTUAL PROPERTY

3.1 Software Ownership

Klickit Systems owns and retains all rights, title, and interest in and to KlickitSMS, including but not limited to:

• All software code, architecture, and design
• User interfaces and visual designs
• Features, functionality, and workflows
• Documentation and training materials
• Trade secrets and proprietary methodologies
• All improvements, updates, and derivative works

3.2 Trademarks

KlickitSMS, Klickit Systems, and associated logos are trademarks or registered trademarks of Klickit Systems. You may not use these marks without our prior written consent.

3.3 Your Data

While we own the Software, you retain all rights to the data you input into KlickitSMS, including:

• Student information and academic records
• Staff and employee data
• Financial records and reports
• Any other content you create or upload

You grant us a limited license to host, store, and process your data solely for the purpose of providing the Service to you.

4. SUPREMACY CLAUSE

5. PERMITTED USE

5.1 Authorized Use

You may use KlickitSMS solely for:

• Managing your school or educational institution's operations
• Storing and processing student, staff, and institutional data
• Generating reports and analytics for educational purposes
• Communication with students, parents, and staff as facilitated by the Software

5.2 User Accounts

You are responsible for:

• Maintaining the confidentiality of all user accounts and passwords
• All activities that occur under your institution's accounts
• Ensuring only authorized personnel access the Software
• Immediately notifying us of any unauthorized access or security breach

6. PROHIBITED ACTIVITIES

You agree NOT to:

• Reverse engineer, decompile, or disassemble the Software
• Copy, modify, or create derivative works of the Software
• Rent, lease, sell, sublicense, or transfer your access to third parties
• Remove, alter, or obscure any proprietary notices or labels
• Use the Software for any illegal or unauthorized purpose
• Attempt to gain unauthorized access to our systems or networks
• Interfere with or disrupt the integrity or performance of the Software
• Transmit viruses, malware, or any harmful code
• Use the Software to store or transmit infringing, libelous, or unlawful material
• Claim ownership of the Software or misrepresent your relationship with Klickit Systems

7. SUBSCRIPTION FEES AND PAYMENT

7.1 Fees

Subscription fees are determined based on:

• The subscription period selected (termly or yearly)
• The number of users or students
• Additional features or modules activated
• Any customizations agreed upon

7.2 Payment Terms

Payment is due according to the agreed schedule. Late payments may result in:

• Suspension of access to the Software
• Late payment fees or interest charges
• Termination of service for persistent non-payment

7.3 Price Changes

We reserve the right to modify subscription fees with reasonable notice (typically 30-60 days before renewal). Continued use of the Software after a price change constitutes acceptance of the new fees.

8. SERVICE AVAILABILITY AND SUPPORT

8.1 Uptime

We strive to maintain high availability of KlickitSMS but do not guarantee uninterrupted access. Scheduled maintenance will be communicated in advance when possible.

8.2 Support

Technical support is provided as specified in your subscription agreement. Support channels may include email, phone, or online ticketing systems.

8.3 Updates and Modifications

We may update, modify, or discontinue features of the Software at our discretion. We will make reasonable efforts to notify you of significant changes.

9. DATA PROTECTION AND PRIVACY

Your use of KlickitSMS is also governed by our Privacy Policy, which details how we collect, use, store, and protect your data. Please review our Privacy Policy carefully. The Privacy Policy is incorporated into these Terms by reference.

10. TERMINATION

10.1 Termination by You

You may terminate your subscription by providing written notice according to your subscription agreement. You remain responsible for all fees accrued up to the termination date.

10.2 Termination by Us

We may suspend or terminate your access immediately if:

• You breach these Terms
• You fail to pay subscription fees
• Your use poses a security risk to our systems or other users
• Required by law or legal process

10.3 Effect of Termination

Upon termination:

• Your right to access and use KlickitSMS immediately ceases
• We may provide you with an export of your data within a reasonable timeframe
• We reserve the right to delete your data after 30 days unless otherwise agreed
• All provisions of these Terms that by their nature should survive will survive termination

11. WARRANTIES AND DISCLAIMERS

11.1 Limited Warranty

We warrant that KlickitSMS will perform substantially in accordance with its documentation during your subscription period.

11.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

12. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICE IN THE 12 MONTHS PRECEDING THE CLAIM
• WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• WE ARE NOT LIABLE FOR DATA LOSS IF YOU FAIL TO MAINTAIN ADEQUATE BACKUPS
• WE ARE NOT LIABLE FOR THIRD-PARTY ACTIONS OR FORCE MAJEURE EVENTS

13. INDEMNIFICATION

You agree to indemnify and hold harmless Klickit Systems, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from:

• Your violation of these Terms
• Your misuse of the Software
• Your violation of any third-party rights
• Any data you upload or input into the Software

14. MODIFICATIONS TO TERMS

We reserve the right to modify these Terms at any time. We will notify you of material changes by:

• Posting a notice in the Software
• Sending an email to your registered contact
• Updating the "Last Updated" date at the top of these Terms

Your continued use of KlickitSMS after such modifications constitutes your acceptance of the updated Terms.

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of [Your Country/State], without regard to conflict of law principles.

15.2 Dispute Resolution

Any disputes arising from these Terms or your use of the Software shall be resolved through:

• Good faith negotiations between the parties
• Mediation if negotiations fail
• Binding arbitration or litigation in the courts of [Your Jurisdiction]

16. GENERAL PROVISIONS

16.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Klickit Systems regarding KlickitSMS.

16.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.

16.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

16.4 Assignment

You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign these Terms without restriction.

16.5 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control.

17. ACCEPTANCE ACKNOWLEDGMENT

BY CLICKING "I AGREE," LOGGING IN, OR USING KLICKITSMS, YOU ACKNOWLEDGE THAT:

• You have read and understood these Terms of Use
• You have read and understood our Privacy Policy
• You agree to be legally bound by these Terms
• You understand that KlickitSMS is a SaaS product and is licensed, not sold
• You understand that Klickit Systems retains all ownership rights to the Software
• These Terms supersede all other agreements or representations

© Klickit Systems. All rights reserved.
KlickitSMS is a product of Klickit Systems.