Effective Date: October 1, 2025 

Address: 701 Ellicott Street, Buffalo, NY 14203

 

1. Introduction

These Terms of Service (the “Agreement”) govern access to and use of the Arbol platform and related software-as-a-service offerings (“Services”) provided by Arbol Community, Inc., a Delaware corporation (“Arbol,” “Provider,” “we,” or “us”), by any educational institution or organization (“Customer”) and its authorized users. By signing a Quote, order form, or similar document referencing these Terms, Customer agrees to be bound by this Agreement.

 

2. Overview

Arbol provides software and related services that help colleges and universities identify, address, and prevent financial barriers to student success. Through the platform, institutions gain insights and tools to improve student financial wellness, retention, and operational efficiency, while students engage with personalized financial guidance and resources. These Terms apply to all use of the Services by Customer and its authorized users in compliance with applicable data-privacy laws, including the Family Educational Rights and Privacy Act (FERPA). Arbol acts as a “school official” with a legitimate educational interest under FERPA when providing the Services.

 

3. Definitions

“Aggregated and De-Identified Data” means data derived from Customer’s or users’ interaction with the Services that does not identify any individual or institution. “Authorized Administrator User” means Customer’s employees, staff, or agents authorized to use the Services. “Authorized Student User” means students designated by Customer to access the Services. “Authorized User” collectively means Authorized Administrator Users and Authorized Student Users. “Customer Data” means all information or content submitted to the Services by or for Customer, excluding Aggregated and De-Identified Data. “Documentation” means user manuals and other materials provided by Arbol. “Arbol IP” means the Services, software, technology, designs, and related intellectual property owned by Arbol. “Third-Party Products” means software or services from other vendors used with the Services.

 

4. Access and Use

Arbol grants Customer a limited, non-exclusive, non-transferable right to access and use the Services during the Term as set forth in the applicable Quote, solely for institutional purposes. Customer and its users must not copy, modify, reverse engineer, resell, or misuse the Services or Documentation. Arbol may temporarily suspend access for maintenance, security, or non-payment and will use reasonable efforts to provide notice and restore access promptly.

 

5. Customer Responsibilities

Customer is responsible for all use of the Services by its Authorized Users and for maintaining the security of login credentials. Customer must ensure that its users comply with this Agreement. Third-Party Products provided through the Services are subject to their own terms and conditions; Customer’s use of such products constitutes acceptance of those terms.

 

6. Support and Service Levels

Arbol will provide Customer with standard support at no additional cost unless otherwise specified in the Quote. Support includes assistance with access, configuration, and troubleshooting. Arbol will use commercially reasonable efforts to maintain 99% monthly uptime, excluding scheduled maintenance or circumstances beyond its control. Incidents are prioritized by severity and addressed promptly. Service updates and improvements will not materially reduce functionality. All services are performed in a professional manner consistent with higher-education industry standards.

 

7. Fees and Payment

Fees are defined in the applicable Quote and are invoiced annually in advance unless stated otherwise. All Fees are non-refundable once the Term begins. Invoices are due within thirty (30) days of issue (“Net 30”). Late payments may incur 1.5% monthly interest or the maximum rate allowed by law. Fees exclude applicable taxes, which are the Customer’s responsibility. Public institutions may terminate without penalty at the end of a fiscal year if funding is not appropriated, with sixty (60) days’ written notice and documentation. Customer may not offset or withhold payments except for bona fide disputes raised in writing within fifteen (15) days of invoice.

 

8. Confidential Information

Each Party may disclose business, technical, or student-related information that is confidential (“Confidential Information”). The Receiving Party must protect such information with reasonable care and use it only to perform under this Agreement. Disclosure is permitted only to those with a need to know and under comparable obligations, or as required by law. FERPA-protected data is treated as Confidential Information and handled in compliance with applicable law. Upon termination, each Party must return or securely destroy the other’s Confidential Information, except as required by law. Confidentiality obligations remain for five (5) years, or indefinitely for trade secrets and FERPA-protected data.

 

9. Privacy

Arbol’s Privacy Policy, available at https://www.growarbol.com/privacy-policy, describes data handling practices. Arbol acts as a “school official” under FERPA, using student data only to provide the Services under Customer’s direction. Arbol maintains safeguards consistent with the Gramm-Leach-Bliley Act and applicable state privacy laws. Customer Data is used solely for service delivery and improvement; Aggregated and De-Identified Data may be used for analytics and research. Subprocessors engaged by Arbol are bound by written data-protection obligations. Upon termination, Customer Data will be available for secure export for thirty (30) days, after which it will be deleted consistent with Section 9(h).

 

10. Intellectual Property Ownership; Feedback

All rights in the Services and Arbol IP remain the exclusive property of Arbol. All rights in Customer Data remain the exclusive property of Customer. Arbol may use Aggregated and De-Identified Data for lawful analytics, benchmarking, and research. Customer grants Arbol a limited license to process Customer Data only as necessary to provide the Services. Feedback or suggestions provided by Customer may be used freely by Arbol without obligation, provided no Confidential Information is disclosed.

 

11. Warranty Disclaimer

The Services and Documentation are provided “as is” and “as available.” Arbol disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, title, and non-infringement. Arbol does not warrant that the Services will be uninterrupted or error-free. Any statutory warranties that cannot be disclaimed are limited to thirty (30) days from the Effective Date.

 

12. Indemnification

Arbol will defend and indemnify Customer against third-party claims alleging that the Services infringe a U.S. patent, copyright, or trade secret, provided Customer promptly notifies Arbol and cooperates in the defense. Arbol may obtain the right for continued use, modify the Services, or terminate affected access with a prorated refund. This obligation excludes claims arising from misuse, modification, or combination with non-Arbol systems. Customer will defend and indemnify Arbol against claims arising from Customer Data, misuse of the Services, or violations of law. This Section states each Party’s sole remedy and entire liability for third-party intellectual-property claims.

 

13. Limitation of Liability

Neither Party will be liable for indirect, incidental, consequential, special, or punitive damages, including lost profits or data. Except for indemnification or payment obligations, each Party’s total cumulative liability will not exceed the total Fees paid by Customer to Arbol in the twelve (12) months preceding the event giving rise to the claim. Nothing limits liability for gross negligence, willful misconduct, breach of confidentiality, or violations of law.

 

14. Term and Termination

This Agreement begins on the Effective Date in the applicable Quote and continues for the stated Term. Unless otherwise specified, it renews automatically for successive one-year periods unless either Party gives sixty (60) days’ written notice of non-renewal. Either Party may terminate for material breach not cured within thirty (30) days, for insolvency, or for non-payment after notice. Public institutions may terminate due to non-appropriation of funds as outlined in Section 7(f). Upon termination, Customer must cease use of the Services, pay all outstanding Fees, and Arbol will provide thirty (30) days for data export before deletion. Sections intended to survive termination will remain in effect.

 

15. Miscellaneous

This Agreement, together with any Quote, constitutes the entire agreement between the Parties. All notices must be in writing and delivered to the addresses in the Quote. Neither Party is liable for delays caused by events beyond reasonable control. This Agreement is governed by Delaware law, and disputes will be resolved in the state or federal courts of Erie County, New York. Neither Party may assign this Agreement without written consent, except Arbol may assign to a successor in a merger or acquisition. Arbol will maintain Commercial General Liability insurance of at least $1 million per occurrence and $3 million aggregate, and Cyber Liability coverage of at least $2 million per claim and $3 million aggregate. Each Party may seek equitable relief for breaches of confidentiality or intellectual property. Acceptance of a Quote or electronic confirmation referencing this Agreement constitutes execution and acceptance of these Terms of Service. Marketing Reference: With Customer’s prior written consent (which shall not be unreasonably withheld), Arbol may identify Customer by name and logo as an Arbol customer in proposals, presentations, case studies, and marketing materials. Any broader use of Customer’s marks or participation in joint marketing activities will require separate written approval from Customer.