Terms of Service

1. Acceptance of Terms

These Terms of Service (“Terms”) govern access to and use of the SPARC Benchmarking platform (the “Service”), provided by Apte (“Apte,” “we,” “us,” “our”). By creating an account, accessing, or using the Service, you (“User,” “you,” or, where applicable, the school or institution you represent, “Customer”) agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you are accessing the Service on behalf of a school or organization, you represent that you have authority to bind that organization to these Terms. If you do not agree, you may not access or use the Service.

2. Description of the Service

The Service is a web-based benchmarking and reporting platform that allows member schools of the Summer Programs and Auxiliary Revenue Collaborative (“SPARC”) to enter aggregate financial and participation data about their auxiliary and summer programs, view year-over-year dashboards, and (for authorized SPARC/Apte administrators) view collaborative-wide, aggregate cross-school benchmarking reports.

3. Eligibility

You must be at least 18 years old and an authorized representative of a SPARC member school, or an authorized SPARC/Apte administrator, to use the Service. The Service is not intended for use by children, and no individual student or camper is a User of the Service.

4. Accounts and Security

You are responsible for maintaining the confidentiality of any credentials or session used to access the Service and for all activity occurring under your account. Notify us promptly at diego@apte.com of any unauthorized access. Apte is not liable for loss or damage arising from your failure to safeguard your account credentials.

Access to the Service is currently provisioned through a development sign-in process, which will be replaced by single sign-on through Novi AMS. Apte reserves the right to change authentication mechanisms at any time.

5. Customer Data: Ownership, License, and Responsibilities

5.1 Ownership. As between Apte and Customer, Customer retains all ownership rights in the data it submits to the Service (“Customer Data”), including its financial figures, participation counts, and uploaded logo images.

5.2 License to Apte. Customer grants Apte a non-exclusive, worldwide, royalty-free license to host, store, process, transmit, display, and create aggregate/derivative reports from Customer Data solely to (a) operate and improve the Service, (b) generate Customer's own dashboards and reports, and (c) generate aggregate, collaborative-wide benchmarking figures for SPARC administrators, as described in our Privacy Policy.

5.3 Data Accuracy. Customer is solely responsible for the accuracy, completeness, and lawfulness of all Customer Data it submits. Apte is not responsible for verifying the accuracy of any figures entered by Customer and disclaims liability arising from inaccurate, incomplete, or fraudulent data submitted by any User.

5.4 Prohibition on Student/Minor Personal Data. Customer agrees NOT to submit, upload, or otherwise enter into the Service any personally identifiable information regarding individual students, campers, or other minors. Customer is solely responsible for compliance with this restriction and with all applicable student privacy laws (including FERPA, to the extent applicable to Customer). Customer agrees to indemnify and hold Apte harmless from any claim arising from Customer's violation of this Section 5.4, as described in Section 13.

6. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose or in violation of applicable law
• Attempt to gain unauthorized access to any account, data, or system related to the Service
• Interfere with or disrupt the integrity or performance of the Service
• Reverse-engineer, decompile, or attempt to extract the source code of the Service, except as permitted by law
• Submit any data other than your own school's legitimate institutional financial and participation data
• Misrepresent your identity or authority to act on behalf of a school or organization

Apte reserves the right to suspend or terminate access for any User who violates this Section.

7. Smart Summary and Automated Features Disclaimer

The Service may include automatically generated narrative summaries (“Smart Summary”) derived solely from figures already submitted by Customer. These summaries are provided for convenience only, do not constitute financial, accounting, tax, or legal advice, and are not guaranteed to be accurate or complete.

Customer is solely responsible for independently verifying any figures, trends, or conclusions before relying on them for any business, governance, or reporting purpose.

8. Intellectual Property

The Service, including its software, design, dashboards, visual layout, “SPARC Benchmarking” branding, and all underlying technology (excluding Customer Data), is the property of Apte and its licensors and is protected by intellectual property laws. Except for the limited right to access and use the Service as permitted by these Terms, no rights are granted to Customer in Apte's intellectual property.

9. Fees

As of the Effective Date, Apte does not charge Users directly through the Service for access. Apte reserves the right to introduce fees for the Service or certain features in the future, which will be communicated in advance and, where required, subject to a separate written agreement with Customer's school or with SPARC.

10. Term and Termination

These Terms remain in effect for as long as you use the Service. Apte may suspend or terminate your access at any time, with or without cause, including for violation of these Terms. Customer may request termination of its account and deletion of its Customer Data by contacting diego@apte.com, subject to Apte's data retention obligations described in the Privacy Policy. Upon termination, Customer's right to access the Service ends immediately, though provisions that by their nature should survive (including Sections 5.4, 8, 11, 12, 13, and 14) will survive termination.

11. Disclaimer of Warranties

The Service is provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement. Apte does not warrant that the Service will be uninterrupted, error-free, or secure, or that any data will be accurate or preserved without loss.

12. Limitation of Liability

To the maximum extent permitted by law, in no event will Apte, its officers, employees, or agents be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or goodwill, arising from or related to your use of the Service, even if Apte has been advised of the possibility of such damages. Apte's total aggregate liability arising from or related to these Terms or the Service will not exceed the greater of (a) the amount paid by Customer to Apte for the Service in the twelve (12) months preceding the claim, or (b) one hundred U.S. dollars ($100).

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

13. Indemnification

You agree to defend, indemnify, and hold harmless Apte and its officers, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your violation of these Terms; (b) Customer Data submitted through your account, including any violation of Section 5.4; (c) your violation of any applicable law; or (d) your misuse of the Service.

14. Confidentiality

Each party agrees to protect the other party's non-public information disclosed in connection with the Service using at least the same degree of care it uses to protect its own confidential information of similar importance, and not to disclose such information to third parties except as permitted by these Terms or the Privacy Policy.

15. Dispute Resolution — Binding Arbitration and Class Action Waiver

Please read this section carefully. It affects your legal rights, including your right to file a lawsuit in court.

15.1 Agreement to Arbitrate. Except for disputes that qualify for small claims court, you and Apte agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved through binding, individual arbitration administered by a recognized arbitration provider (e.g., the American Arbitration Association) under its applicable rules, rather than in court, except that either party may bring an individual action in small claims court.

15.2 Class Action Waiver. You and Apte agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. The arbitrator may not consolidate more than one person's claims.

15.3 Opt-Out. You may opt out of this arbitration agreement by sending written notice to diego@apte.com within thirty (30) days of first accepting these Terms. Your notice must include your name, your school/organization, and a clear statement that you wish to opt out of arbitration.

15.4 Governing Law. These Terms are governed by the laws of the State of [Governing State — to be confirmed with counsel], without regard to its conflict-of-laws principles, except to the extent governed by the Federal Arbitration Act.

16. Force Majeure

Apte will not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including natural disasters, acts of government, labor disputes, internet or utility failures, or third-party service outages (including cloud hosting providers).

17. Modifications to These Terms

Apte may update these Terms from time to time. Material changes will be communicated to registered Users by email or through a notice on the Service prior to becoming effective. Continued use of the Service after changes take effect constitutes acceptance of the revised Terms.

18. Entire Agreement; Severability

These Terms, together with the Privacy Policy, constitute the entire agreement between you and Apte regarding the Service and supersede any prior agreements. If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect.

19. Contact

Questions about these Terms should be directed to diego@apte.com.