Terms and Conditions

These CSTECH Products and Services Universal Terms and Conditions (the “Terms”) govern access to and the use of the suite of products and services for classroom management and parent engagement (each, a “Service,” and collectively, the “Services”) offered by CSTECH. These Terms are entered into by and between CSTECH and the business, organization, or other legal entity (“Customer”) identified in Registration Form, invoice, or statement of work (“Registration Form”) that references these Terms, as well as individual users authorized by CSTECH or Customer pursuant to these Terms to access the Services (each, a “User”). These Terms supplement the supplemental terms, if any, for the specific CSTECH products or services identified in the Registration Form between Customer and CSTECH (each, a “Supplement”). These Terms, the applicable Supplement(s), and the Registration Form (including any documents or policies referenced in these Terms and Supplements) are collectively referred to as the “Agreement.” The Agreement shall be effective as of the effective date set forth in the Registration Form (the “Effective Date”). All terms not defined in this paragraph or in the applicable Supplement have the meanings set forth in these Terms below. In this Agreement, the words “include” and “including” will not be construed as terms of limitation. By accessing or using the Services, submitting an Registration Form, or clicking a button or checking a box marked “I Accept” (or something similar), Customer, through its authorized representative, or a Customer User, as applicable, signifies that it has read, understood, and agrees to be bound by this Agreement, and is legally able to receive the Services under the laws of the United States or other countries in which it is resident or from which it uses the Services. Users must be over the age of 18, and, if a business, duly organized and legally in good standing. A Customer must take all reasonable steps to ensure that its Users comply with these Terms. Notwithstanding the foregoing, this Agreement does not supersede any signed agreement between Customer and CSTECH for a particular Service, which signed Service agreement shall govern Customer’s access to and use of such Service until the end of the agreement’s term.

1. Notification Process and Changes to these Terms
CSTECH may provide notifications, whether such notifications are required by law or are for marketing or other business- related purposes, to Users via email notice, written or hard copy notice, or through posting of such notice on its website, as determined by CSTECH in its sole discretion. CSTECH reserves the right to determine the form and means of providing notifications to its Users, provided that a User may opt out of certain means of notification as described in these Terms. CSTECH is not responsible for any automatic filtering that a User or User’s network provider may apply to email notifications that CSTECH sends to the email address a User provides CSTECH. CSTECH may, in its sole discretion, modify or update these Terms from time to time, including updates to pricing and fees, and Users should review this page periodically for updates. When we change these Terms in a material manner, we will update the 'last modified' date at the top of this page and notify User that material changes have been made to these Terms. User’s continued use of the Services after any such change constitutes User’s acceptance of the new Terms. If you do not agree to any of these Terms or any future Terms, do not use or access (or continue to access) the Services.
2. Accounts
a. Users Users must register an account with CSTECH (an “Account”) prior to accessing the Services. Users agree to: (a) not share User’s Account or transfer any part of it to anyone else. (b) provide accurate, current, and complete information during the registration process and keep User’s Account up to date; and (c) keep User’s password secure and confidential. CSTECH reserves the right to refuse registration of, or cancel, passwords that we deem inappropriate. User agrees to notify CSTECH immediately of any unauthorized use of User’s Account and is responsible for anything that happens through User’s Account prior to closing it or reporting misuse to us.
b. Customer License Administrator. If a User is registering an Account as an administrator of the Services on behalf of a customer, through our Online Order Center or other mechanism provided by CSTECH (a) when User accepts the Agreement, User accepts the Agreement on behalf of all Users authorized by Customer to access and use the Services under Customer’s license, including employees of User’s company and/or its affiliates, such as schools; and (b) User represents and warrants that it has the authority to legally bind the Customer and to grant CSTECH all permissions and licenses provided in this Agreement.
c. Account Access. Customer is responsible for ensuring that access to and use of the Services comports with any limits stated in the applicable Registration Form, including by protecting all authentication keys and access tokens for the Services in accordance with the usage limitations; prohibiting access to or use of the Services by anyone other than authorized Users; and ensuring that the authentication keys or access tokens are used solely as necessary to exercise Customer’s rights granted under the Agreement. Customer is responsible and liable to CSTECH for all activity that occurs with the authentication keys, access tokens or otherwise through or in connection with Customer’s User Accounts.
d. Account Profile. A User may control its Account profile and how it interacts with the Services by changing the settings in its Account. User consents to CSTECH’s using the email address User provides in its Account to send User Services-related notices, including any notices required by law, in lieu of communication by other means such as postal mail. CSTECH may also use User’s email address to send User other messages, such as changes to Services features, special offers, or Services-related newsletters.
3. Provision of the Services
a. General. During the Term (as defined in Section 9.1 (Term and Renewal) below), CSTECH grants Customer a revocable, nonexclusive, non-sublicensable, non-transferable, limited license to (a) access and use the Services described in the applicable Registration Form solely in accordance with any usage or license limitations set forth in the Registration Form; (b) if applicable, install any software described in the Registration Form (the “Software”) solely as permitted by the features of the Software, and use the Software solely for Customer's internal business purposes; and (c) access any and all documentation related to the Services or Software that CSTECH may make available from time to time in any format it may decide in its sole discretion (the “Documentation”) internally and solely in connection with Customer’s authorized use of the Services or Software, as applicable. The Services and related Software are licensed, not sold, to Customer. Upon the written agreement of the parties, CSTECH may also perform additional technical, supplemental, or professional services for Customer at either CSTECH’s published pricing rates or at rates mutually agreed to in writing between Customer and CSTECH. The definition “Services” is comprehensive of professional services, technical support, programming, deliverables, training materials, documentation, and other services specific to CSTECH’s and its affiliates’ products and services.
b. Usage Limitations. The Services may be subject to certain limitations, such as, for example, (a) limits on the number of Users; (b) limits to named (not concurrent) devices or persons; (c) limits on the number of “Centers” (or “Centres,” i.e., a building, school, unit, facility or business of operation with a unique business unit, physical or mailing address); or (d) limits on content storage capacity specific to Customer’s subscription type. CSTECH will specify these limitations in the Registration Form for the applicable subscription package. If CSTECH makes modifications to these limits that would negatively impact Customer, these modifications will not apply to Customer until the start of Customer’s next subscription term, if any.
c. Services Updates. Customer’s use of the Services includes the right to access all functionality available in the product to which Customer subscribed in the Registration Form, on the effective date of such Registration Form. CSTECH may enhance and modify the Services and introduce new Services from time to time but will provide Customer with notice unless such changes are of minor nature with no material effect on CSTECH’s contractual obligations. CSTECH will not make changes to the Services that materially reduce the functionality Customer purchased for the applicable subscription term. To the extent CSTECH makes available any new or different features, functionality, or enhancements to the Services, CSTECH will market these separately and may require the payment of additional fees. Customer agrees that CSTECH shall not be liable to Customer or any third party for any modification of the Services in keeping with this section.
d. Software Updates. The Software and Services identified in Registration Form may automatically download and install updates from time to time from CSTECH (or its licensors). These updates are designed to improve, enhance, and further develop the Software or Service, as applicable, and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. Customer agrees to receive such updates (and permit CSTECH to deliver these to Customer) as part of Customer’s use of the Software or Services.
e. Service Availability. CSTECH will make commercially reasonable efforts to keep the service up and running at all times. However, the Services may occasionally be unavailable for maintenance. In such cases, CSTECH will make commercially reasonable efforts to bring the Services down for maintenance during non-business hours. CSTECH will also make commercially reasonable efforts to announce routine maintenance with advance notice.
f. Third Party Products and Services. During use of the Services, Customer may enter into correspondence with, or purchase goods, software, hardware and/or services from third parties. Any such activity, and any terms, conditions, warranties or representations associated with such activity are solely between Customer and the applicable third-party. CSTECH and its licensors shall have no liability, obligation or responsibility associated with or for any such correspondence, purchase or promotion between Customer and any such third-party, whether or not we recommend such third-party. In no event shall CSTECH or its licensors be responsible for any content, products, warranties or other materials on or available from such third parties. Customer recognizes that certain third-party providers of ancillary products or services may require Customer’s agreement to additional or different license or other terms prior to Customer’s use of or access to such software, hardware, or services. To the extent there is a conflict between such terms and conditions and the Agreement, the terms and conditions for the applicable third- party products or services shall control.
4. User Content
a. License to User Content. Customer hereby grants to CSTECH a fully paid-up, royalty-free, worldwide, nonexclusive right and license, with the right to sublicense, copy, reproduce, modify, use, publicly perform, display, distribute and create derivative works of any and all text, images, video, audiovisual content, works of authorship or other types of materials, information or communications, or hyperlinks to any of the foregoing that Customer provides, posts, uploads, publishes, transmits or distributes on or through the Services (collectively, the “User Content”) during the Term: (a) to provide the Services to Customer and its Users in accordance with the Agreement; (b) to perform such other actions as authorized or instructed by Customer in writing (email to suffice).
b. Responsibility for User Content. CSTECH does not own any User Content, and Customer, not CSTECH, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all User Content. In connection with User Content, Customer, and User as applicable, represents and warrants that it: (a) has the written consent of each and every identifiable natural person in the User Content, if any, to use such person’s name or likeness in the manner contemplated by the Services and the Agreement; (b) has obtained (and is solely responsible for obtaining) all consents that may be required by federal, state or local law, regulation ordinance, court order or other legal process (“Applicable Law”) to submit any User Content relating to third parties; (c) User Content and CSTECH’s use thereof as contemplated by the Agreement and the Services will not violate any law or infringe any rights of any third party, including but not limited to any intellectual property rights and/or privacy rights; (d) CSTECH may exercise the rights to use User Content granted under these Terms without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise; and (e) User Content is truthful and accurate. CSTECH expressly disclaims any liability for the data and content transmitted through or intermediately, temporarily, or permanently stored on CSTECH networks or any server and for the actions of omission of Customers or Users.
c. Our Right to Remove User Content. CSTECH has the absolute right to remove or disable access to any User Content on the Services as needed to (a) operate, secure, and improve the Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (b) ensure Users’ compliance with the Agreement (or any CSTECH policy), Applicable Law, or an order or requirement of a court, law enforcement or other administrative agency or governmental body; or (c) as otherwise set forth in this Agreement. If CSTECH becomes aware of any User Content that allegedly violates this Agreement, CSTECH may investigate the allegation and determine in our sole discretion whether to act but has no liability or responsibility to User to do so. Customer agrees to cooperate with CSTECH in good faith, as CSTECH may reasonably request, in any investigation CSTECH chooses to undertake.
5. Customer Data
a. Compliance with Data Protection Laws. The Parties recognize that this Agreement is subject to, and intended to comply with, all Applicable Law in the United States relating to the use, collection, retention, storage, security, disclosure, transfer, sale or other processing of personal information (collectively, the “Data Protection Laws”).
b. License to Customer Data. In connection with the provision of the Services to Customer, CSTECH may process personal information and data from or about Customer’s authorized Users, employees, current or potential clients or other individuals that is collected, submitted, posted, displayed, uploaded, or otherwise received from or provided
c. Hosted Data Back Up. CSTECH will back up User Content and Customer Data on a daily basis. All data backups will be retained for a period of seven (7) calendar days. Every effort is made to ensure the reliability of the backed-up data if it would be necessary to restore a database. CSTECH, however, makes no guaranties that the backed-up database will be available or error free. Upon request, CSTECH will provide to the Customer a current database backup that can be restored to an alternate location to verify the contents and confirm the quality of the backup.
d. California Consumer Privacy Act. To the extent the California Consumer Privacy Act of 2018 and its implementing regulations (the “CCPA”) applies, the Parties acknowledge that CSTECH processes the personal information contained in Customer Data for and on behalf of Customer as a “Service Provider” (as defined in the CCPA), and shall not collect, retain, use or disclose Customer Data for any commercial purpose other than for the specific purposes of performing the Services, as instructed by the Customer, and as otherwise specified in the Agreement. CSTECH agrees to reasonably cooperate with Customer, at Customer’s expense, to assist Customer with ensuring its compliance with the CCPA, including to respond to requests for access, knowledge, deletion, or rectification to the extent such actions cannot be performed by Customer through the Service dashboard and User controls. If and to the extent Customer instructs CSTECH to delete a User’s personal information in response to a consumer request received by Customer which cannot be performed by Customer through Service dashboard, CSTECH agrees to delete or de-identify such information within thirty (30) days of receipt of the request. For the avoidance of doubt, CSTECH shall have no obligation to delete De-Identified Data.
6. Acceptable Use
a. Restrictions. Except as permitted by the Agreement, Customer and Users will not, and will not permit any third- party to: (a) use the Services or any portion thereof except as permitted by the Agreement or by CSTECH in writing; (b) use the Software or Services or any portion thereof for any commercial purpose; (c) sell, rent, lease or use the Software or Services or any portion thereof for time sharing purposes; (d) use the Software or Services or any portion thereof for the purpose of building a similar or competitive product or service to such Software, Service, or to any of CSTECH’s other products or services; (e) decompile, disassemble, or reverse engineer the Software, or underlying software to the Services, or any portion thereof (unless this restriction is not permitted under Applicable Law); (f) remove, modify, or obscure any copyright or proprietary notices contained in the Services or any portion thereof; (g) access or use the Software or Services or any portion thereof in a manner intended to circumvent or exceed any account limitations or requirements, including, without limitation, any account limitations or requirements set forth in the Registration Form; (h) obtain unauthorized access to the Services or any portion thereof (including, without limitation, permitting access to or use of the Software or Services or any portion thereof via another system or tool, the primary effect of which is to enable input of requests or transactions by other than Users); (i) use the Software or Services or any portion thereof in a manner that is contrary to Applicable Law, including but not limited to privacy regulations such HIPAA, COPPA and FERPA, or in willful violation of any third party proprietary rights, including, without limitation, any rights of privacy or intellectual property rights; (j) knowingly publish, post, upload or otherwise transmit any data via the Software or Services or any portion thereof that contains any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another; (k) use or permit the use of any tools in order to probe, scan or attempt to penetrate or benchmark the Software or Services or any portion thereof; (l) cause or initiate security breaches or disruptions of network communication and/or connectivity, including port scans, flood pings, email-bombing, packet spoofing, IP spoofing, and forged routing information; or (m) knowingly post, upload, transmit or provide any User Content that (i) may create a risk of harm, loss, physical or mental injury, emotional distress, or physical or mental illness to any person, (ii) may constitute or contribute to a crime or tort, or (iii) contains any information or content that CSTECH reasonably deems to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, obscene, or otherwise objectionable. Customer and Users shall be responsible for determining which Applicable Laws are applicable to their use of Software and Services. If Customer or any User uses the Software, Services, CSTECH network or its physical infrastructure in a manner that exposes CSTECH to potential liability, as reasonably determined by CSTECH, CSTECH may permanently suspend or terminate Customer’s or such User’s access to the Software or Services without refund or the provision of service credit.
b. Communications and Messaging Services. If and to the extent that Customer and/or any User uses the Services to transmit, send, receive, or facilitate email, calls, SMS/MMS messages or other communications ("Communications") or causes or induces such Communications to be sent through the Services, then the following additional terms apply to Customer, and Customer is responsible for the actions of each User of Customer’s license:
c. Customer and User shall at all times comply with the CAN SPAM Act of 2003, the Telephone Consumer Protection Act (47 U.S.C. §227), the Do-Not-Call Implementation Act and the Do-Not-Call list registry rules (http://www.donotcall.gov), the Telemarketing Sales Rule, 47 C.F.R. § 64.1200 et seq, and all other state or local laws, rules, regulations, and guidelines relating to calling or texting, including without limitation, rules, regulations and guidelines set forth by the Federal Trade Commission and the Federal Communications Commission (collectively, the "Calling Laws").
d. Customer agrees that, as between Customer, User and CSTECH, Customer is the initiator and sender of any call, SMS/MMS message, email or other Communication transmitted through the Service and for all content relating to, inducing, or encouraging Communications to take place.
e. Customer is responsible for all activity occurring under Customer's and authorized User's accounts, including any unauthorized use of such accounts by any third party.
f. Customer and User agree to familiarize themselves with, and abide by, all Applicable Laws that place restrictions on certain types of phone calls and/or SMS or MMS messages, and Customer and Users are solely responsible for compliance with such laws and for all Communications and content sent, initiated, or transmitted through the Services. CSTECH is not responsible for reviewing the contents of any Communication transmitted through the Service or transmitted by Customer or any User related to Customer’s or its Users’ use of the Service, nor is it responsible for obtaining any necessary consents or permissions from the recipients of such Communications.
g. Customer warrants and agrees on behalf of itself and its Users that Customer and its Users have all necessary consents and permissions necessary to transmit Communications to recipients and shall not transmit or cause to be transmitted Communications to recipients who have unsubscribed, withdrawn consent or otherwise opted-out of receiving Communications from Customer or Customer’s Users.
h. The Services shall not be used for marketing, telemarketing, commercial or political activities or Communications.
i. Legal Investigations. In addition to any other actions it may take under this Agreement, CSTECH will comply with any court orders including discovery orders, subpoenas, freeze orders, search warrants, information requests, wire taps, electronic intercepts and surveillance, preservation requests, and any other order from a court, government entity or regulatory agency (each an “Investigation”). CSTECH may charge Customer or any person seeking compliance with an Investigation for the reasonable costs and expenses associated with CSTECH’s compliance with any Investigation. CSTECH reserves the right to comply with any Investigation without notice to Customer. CSTECH shall not be deemed in breach of this Agreement for CSTECH’s compliance with any Investigation that may cause Customer to incur downtime or requires the sequestering of all or a portion of User Content. Customer shall not be entitled to a refund or any service credit because of any such downtime.
7. Proprietary Rights
a. Ownership. As between CSTECH and Customer (a) Customer and its licensors own all right, title and interest in and to (i) the User Content, (ii) Customer Data, and (ii) Customer’s copyrights, trademarks, service marks, trade names, trade secrets, and other intellectual and proprietary rights with respect to Customer’s products and services; and (b) CSTECH and its licensors own all right, title and interest in and to (i) the Services (including, but not limited to, the Software, Documentation and any information, text, links, graphics, photos, audio, videos, and all other forms of data or communication that Users can view on, access or otherwise interact with through the Services, with the exception of User Content and Customer Data), and (ii) CSTECH’s and its affiliates’ copyrights, trademarks, service marks, trade names, trade secrets, and other intellectual and proprietary rights with respect to CSTECH’s and its affiliates’ products and services.
b. Feedback. If Customer or a User provides any feedback, comments, questions, suggestions, or the like about the Services or Software (collectively "Feedback"), then Customer or User, as applicable, hereby assigns to CSTECH all right, title, and interest in, and CSTECH is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, including, without limitation, for the improvement, marketing, and promotion of the Services or Software. Customer agrees that Feedback provided by Customer, or its Users is given entirely voluntarily and that Feedback, even if designated as confidential by Customer, will not, absent a separate written agreement, create any confidentiality obligation for CSTECH with respect to such Feedback.
c. Reservation of Rights. Each party reserves all rights not expressly granted in the Agreement, and no licenses are granted by either party to the other under the Agreement, whether by implication, estoppel or otherwise, except as expressly set forth herein.
8. Fees and Payment
a. Charges. Customer agrees to pay all charges, fees, penalties, early cancellation charges, and other amounts due under the Agreement (collectively “Charges”), including, without limitation, any fees for the Services or Software set forth in the Registration Form. All Charges shall be paid in United States dollars. Unless otherwise indicated in the Registration Form, Customer shall make payments by: (i) on the second (2nd) business day of each month for any recurring monthly charge (the “Monthly Charge”), by credit card; (ii) by a one-time prepayment for any Service or Software with a fixed Initial Term, including for any Renewal Term (each as defined below), due within thirty (30) days of Customer’s receipt of invoice; or (iii) otherwise in accordance with the payment schedule set forth in the Registration Form.
b. Service Credit. CSTECH will provide Customer with a credit towards Service fees if Customer uses CSTECH’s payment processing Service to process its own tuition, enrollment or other end user payments made through the applicable Service(s). Such credit will appear as a line item on Customer’s invoice for the applicable Service(s). CSTECH will determine, in its sole discretion, what constitutes “use” of the payment processing Service. If CSTECH determines that Customer is not using CSTECH’s payment processing Service per the “use” definition determined by CSTECH in its sole discretion, CSTECH may terminate the credit, and will notify Customer within thirty (30) days of such termination so that remediation steps regarding “use” of the payment processing Service can be taken to reinstate the credit.
c. Third Party Fees. Subject to Section 8.2 (Service Credit), and unless otherwise agreed to in writing, Customer is responsible for; (a) third party fees related to the operation and or integration of Services specific to Customer’s systems; and (b) fees for payment gateways or gateway integration fees, credit card processing fees, debit, ACH, e-check or related integration or processing fees.
d. Changes to the Fees. Unless otherwise specified in a Registration Form, CSTECH may change the fees for a Service(s) by providing Customer written notice of its intent to change the fees at least thirty (30) days prior to effective date of the change (“Fee Change Period”). Notwithstanding the foregoing, any promotional pricing on Services will be valid for the first twelve (12) months of Customer’s subscription, after which CSTECH reserves the right to increase the promotional pricing to standard pricing without notice. In the event CSTECH increases the fees for a Service, Customer may terminate the Agreement during the Fee Change Period by completing the cancellation form made available on CSTECH’s website during the Fee Change Period, which will be effective upon CSTECH’s receipt. Such termination will be Customer’s sole and exclusive remedy in the event Customer disagrees with a fee increase. If Customer does not terminate the Agreement within the Fee Change Period under this Section 7.4, then Customer will waive any further rights to termination in connection with any fee increases by CSTECH and will be deemed to have accepted the fee increase.
e. Late Fees; Suspension of Services
f. Interest on Late Payments. All amounts not paid by Customer when due shall will be subject to interest at the lesser rate of: (a) one and one-half percent (1.5%) per month, or (b) the highest interest rate permitted by applicable law.
g. Suspension and Termination of Services. If Customer fails to pay any past due amount within seven (7) days after payment is due and payable, CSTECH may suspend all or part of Customer’s access to and use of the Services. If such past due amounts remain unpaid for an additional ten (10) days thereafter, CSTECH may terminate the Agreement and all of Customer’s access to and use of the Services. After such termination, Customer may contact CSTECH to reinstate its access to and use of the Services, which CSTECH may allow for a reinstatement fee to be determined by CSTECH at its sole discretion, in addition to the payment of any outstanding amounts owed by Customer and any accrued interest on those amounts. Customer will continue to be charged for Services during any period of suspension.
h. Collection Costs. Customer shall also pay to CSTECH all expenses incurred by CSTECH in exercising any of its rights under the Agreement or Applicable Law with respect to the collection of a payment default, including, but not limited to, attorney's fees and court costs. CSTECH reserves the right to impose a reconnection fee in the event Customer’s access to Services has been suspended due to non-payment. Customer furthermore agrees and acknowledges that CSTECH has no obligation to retain User Content or Customer Data and that such User Content and Customer Data may be irretrievably deleted if Customer’s account is thirty (30) days or more delinquent.
i. Free Trial Services. CSTECH may make certain Services to which Customer has subscribed on a free trial basis (a “Trial”) available to Customer until the earlier of: (a) the end of the then-current Trial period offered by CSTECH; (b) the start date of any paid Services ordered by Customer; or (c) the date on which CSTECH elects in its sole discretion to terminate Customer’s access to the Trial (the “Trial Term”). Customer acknowledges and agrees that the features and functionality of the Services may be limited during the Trial Term. In addition, any changes made to User Content or Customer Data (by or for Customer) during the Trial Term may be permanently lost unless Customer purchases a subscription to the same or upgraded Services to those covered during the Trial Term. CSTECH reserves the right to delete User Content and
j. Customer Data following the Trial Term to the extent Customer does not purchase a paid subscription within seven (7) days following the end of the Trial Term. NOTWITHSTANDING ANYTHING TO THE CONTRARY THIS AGREEMENT, CSTECH DOES NOT PROVIDE ANY WARRANTY, SUPPORT OR INDEMNIFICATION OF ANY KIND WITH RESPECT TO THE SERVICES DURING THE TRIAL TERM.
k. Payment Dispute. Customer will be deemed to have accepted as conclusively accurate any Charges that it has not disputed in writing and delivered to CSTECH within thirty (30) days of the Charge date. Customer may withhold the disputed portions of payments that are properly and timely disputed hereunder as long as it timely pays all undisputed Charges that are outstanding. The parties shall work together in good faith to resolve any such disputed Charge(s).
l. Audit. Upon thirty (30) days written notice, CSTECH may audit Customer’s use of the Services. Customer agrees to cooperate with any CSTECH audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with Customer’s normal business operations. Customer furthermore agrees that CSTECH shall not be responsible for any of Customer’s costs incurred in cooperation with the audit.
m. Sales and Use Taxes. Customer is responsible for all taxes related to purchases of and subscriptions to CSTECH’s products and Services, to include but not limited to any and all sales taxes, value-added taxes, import taxes/customs/duties and any other similar taxes imposed by any governmental entity (except taxes imposed on CSTECH’s net income), which will be billed to and paid by Customer.
9. Term and Termination
a. Term and Renewal. The initial term of a Service shall begin on the effective date of the subscription specified in the Registration Form and extend for the period specified in the applicable Registration Form (the “Initial Term”), unless earlier terminated or cancelled pursuant to this Agreement. The Initial Term may be renewed upon mutual agreement of the parties and payment of the applicable Charges (in each case, a “Renewal Term” and collectively with the Initial Term, the “Term”).
b. Termination.
i. CSTECH Termination. CSTECH may immediately terminate the Agreement at any time, and without liability to Customer (“CSTECH Termination”) in the event of: (a) Customer’s failure to pay any Charges or other amounts payable to CSTECH when due. (b) Customer’s or, with respect to an individual User, User’s material breach or violation