CenterSync SaaS Terms of Service

Effective Date: August 1, 2026

Last Updated: August 1, 2026

CenterSync LLC, a Massachusetts limited liability company, provides an online, web-based software platform available at centersync.ai that helps licensed childcare facilities organize, track, and manage operational, regulatory, licensing, staffing, enrollment, health, safety, and related records.

These Terms of Service govern access to and use of the CenterSync platform, related websites, applications, documentation, and services. By creating an account, submitting an Order, clicking an unchecked box indicating agreement, or otherwise accessing the Service after being presented with these Terms, the person accepting these Terms agrees to them on behalf of the organization that person represents.

1. Who Is Contracting and Who May Use the Service

CenterSync LLC, a Massachusetts limited liability company with a principal business address at 145 Great Rd Ste 6 Farm Hill Plaza #1026, Acton, MA 01720 and a legal contact email at legal@centersync.ai (“CenterSync,” “we,” “us,” or “our”), provides the Service.

The customer is the licensed childcare facility, preschool, school, business, nonprofit, governmental entity, or other organization that registers for the Service, is identified in an Order, or otherwise purchases or uses the Service (“Customer”).

The individual accepting these Terms represents and warrants that:

the individual has authority to bind Customer;
the individual is at least 18 years old and has legal capacity to enter into a binding agreement; and
all information provided during registration or purchasing is accurate and complete.

“Authorized Users” means Customer’s employees, staff members, contractors, administrators, directors, teachers, caregivers, and other personnel whom Customer authorizes to use the Service under Customer’s account.

The Service is intended for organizational and professional use. It is not directed to children, and children may not create accounts or access the Service directly. Parents and guardians may not create accounts unless CenterSync separately introduces a parent-facing service governed by additional or different terms.

Customer is responsible for:

selecting and authorizing its Authorized Users;
assigning and managing roles and permissions;
promptly revoking access when an Authorized User no longer requires access;
maintaining the confidentiality of account credentials;
all activity conducted through Customer’s accounts, except to the extent directly caused by CenterSync’s breach of these Terms; and
notifying CenterSync promptly at security@centersync.ai of suspected unauthorized access, compromised credentials, or other security concerns.

Authorized Users may not share credentials. Each Authorized User must use an individual account unless CenterSync expressly provides a different account configuration.

2. Subscription Plans, Orders, and Term

An “Order” means an online checkout page, in-application purchase flow, or mutually executed order form identifying the applicable subscription plan, subscription period, locations, users, features, usage limits, fees, and billing frequency.

Each Order is incorporated into and governed by these Terms.

CenterSync may offer multiple plans or tiers with different features, service limits, storage allocations, support levels, and functionality.

Each subscription continues for the monthly, annual, or other period stated in the Order (“Subscription Term”).

Unless the Order expressly states otherwise, a paid subscription automatically renews for successive periods equal to the expiring Subscription Term at CenterSync’s then-current price unless Customer cancels before the renewal date through the Service or by written notice under Section 21.

CenterSync will provide any renewal or price-change notice required by applicable law or expressly promised in the Order.

If CenterSync offers a free or discounted trial, the trial duration and applicable limits will be displayed in the Service or Order. Trial features may be limited, modified, suspended, or discontinued. A trial will not convert into a paid subscription unless Customer affirmatively selects a paid plan or has been clearly informed during enrollment that automatic conversion will occur.

Customer may increase locations, users, storage, or plan level during a Subscription Term. Additional charges may be prorated for the remainder of the current billing period.

Unless CenterSync agrees otherwise in writing, reductions in quantities or plan downgrades take effect at the beginning of the next renewal term.

3. Fees, Billing, and Taxes

Customer will pay the fees stated in each Order.

Except as expressly stated in these Terms, an Order, or required by law, fees are non-cancellable and non-refundable.

Customer must provide a valid payment method and authorizes CenterSync and its payment processor to charge:

subscription fees;
renewal fees;
approved plan upgrades or quantity increases;
applicable taxes; and
other charges expressly authorized by Customer.

Customer represents that it is authorized to use the payment method provided and will maintain accurate billing information.

If an undisputed payment is overdue, CenterSync may charge interest at the lesser of 1.5% per month or the maximum rate permitted by law.

CenterSync may suspend access for nonpayment after giving Customer at least ten days’ notice and an opportunity to cure. Customer will reimburse reasonable collection costs incurred to recover overdue undisputed amounts, including reasonable attorneys’ fees where permitted by law.

Fees exclude sales, use, excise, value-added, withholding, and similar taxes. Customer is responsible for taxes arising from its purchase or use of the Service, excluding taxes based on CenterSync’s net income.

Customer must provide valid exemption documentation if claiming tax-exempt status.

CenterSync may change subscription prices effective at the beginning of a renewal term by providing at least 30 days’ advance notice.

4. Rights to Use the Service and Acceptable Use

Subject to Customer’s compliance with these Terms and payment of applicable fees, CenterSync grants Customer and its Authorized Users a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Service for Customer’s internal childcare-facility operations.

Customer will not, and will not permit another person to:

reverse engineer, decompile, disassemble, or attempt to derive the source code, algorithms, models, or non-public structure of the Service, except where applicable law expressly prohibits this restriction;
copy, modify, translate, or create derivative works from the Service except as expressly authorized;
frame, mirror, scrape, or systematically extract data from the Service through unauthorized means;
access the Service to create or improve a competing product or service;
publish benchmarks or performance tests without CenterSync’s prior written approval;
circumvent security, authentication, rate limits, or technical restrictions;
sell, resell, rent, lease, sublicense, distribute, or provide the Service to a third party;
use the Service as a service bureau or managed service for an unaffiliated third party; or
permit multiple individuals to use one Authorized User account.

Customer and Authorized Users will not use the Service to:

violate applicable law or another person’s rights;
upload or transmit unlawful, defamatory, threatening, harassing, discriminatory, obscene, or infringing material;
introduce malware, ransomware, malicious code, or destructive content;
probe, scan, or test system vulnerabilities without written authorization;
interfere with the integrity, security, operation, or availability of the Service;
upload personal information without appropriate authority, notices, consents, or other lawful basis;
impersonate another person or misrepresent an affiliation; or
use Service outputs as a substitute for professional, legal, medical, licensing, or regulatory judgment.

Sensitive Childcare Information

The Service may be configured to process information reasonably necessary for childcare administration, enrollment, staffing, health and safety, incident management, licensing, inspections, training, and regulatory recordkeeping. This may include children’s health and immunization information, incident records, staff health information, licensing records, and background-related information.

Customer may submit such information only when:

the information is reasonably necessary for Customer’s lawful operations;
Customer has authority and a lawful basis to collect and disclose it;
Customer has provided required notices and obtained required consents or authorizations; and
Customer uses the Service’s designated fields, permissions, and safeguards.

Unless CenterSync expressly authorizes otherwise in writing, Customer must not upload:

Social Security numbers;
complete passport, driver’s-license, or state-identification numbers;
copies of identity documents containing unnecessary identification numbers;
biometric identifiers or biometric templates;
passwords, authentication secrets, or security-question answers;
complete payment-card numbers;
unmasked bank-account numbers;
genetic information; or
precise geolocation information concerning a child.

Customer should not upload full criminal-history reports or full background-check source documents unless the Service expressly supports that category and Customer is legally authorized to store and disclose it. Where practical, Customer should record only the background-check status, completion date, expiration date, or other minimum information necessary for licensing or employment purposes.

5. What the Service Does and Does Not Do

The Service provides organizational tools that may help Customer manage documents, forms, checklists, inspections, corrective actions, staff qualifications, training records, enrollment materials, health and safety records, and regulatory information.

CenterSync is not a law firm, licensing authority, regulator, medical provider, records custodian, or compliance consultant.

The Service does not provide legal, medical, regulatory, licensing, employment, or professional advice.

Any score, reminder, notification, recommendation, summary, generated text, task suggestion, or other output is provided for informational and organizational purposes.

CenterSync does not guarantee:

regulatory compliance;
licensing approval, renewal, or continued good standing;
successful inspections;
the absence of citations, penalties, corrective actions, or enforcement;
the accuracy of Customer-entered information;
that every applicable legal or regulatory obligation is reflected in the Service; or
that any reminder or notification will be delivered or acted upon before a deadline.

Customer remains solely responsible for:

identifying and complying with applicable federal, Massachusetts, and local requirements, including applicable requirements under 606 CMR 7, as amended;
determining which records must be collected, retained, disclosed, or deleted;
reviewing the accuracy and completeness of Service outputs;
meeting filing, reporting, inspection, training, renewal, and corrective-action deadlines;
communicating with licensors, regulators, families, employees, and other parties; and
obtaining legal, medical, employment, privacy, licensing, or other professional guidance when appropriate.

Customer acknowledges that regulatory decisions and outcomes are outside CenterSync’s control. Customer must independently verify information before relying on it for licensing, employment, health, safety, or compliance decisions.

6. Regulatory Data Sources, Automated Fetches, and Integrations

Customer may provide regulatory identifiers, including a Massachusetts “P” number or another facility identifier.

The Service may use those identifiers to retrieve, organize, or display information from regulators, public records, government websites, or third-party sources.

Regulatory or third-party information may be delayed, incomplete, inaccurate, outdated, modified, or unavailable. CenterSync does not control and is not responsible for the accuracy, completeness, timeliness, or continued availability of information obtained from those sources.

Customer must verify material information directly with the relevant authority, including the Massachusetts Department of Early Education and Care, before relying on it.

Customer may choose to connect the Service with third-party applications or systems. Those integrations may be governed by separate terms and privacy policies.

CenterSync is not responsible for third-party products, services, systems, or data sources that it does not control.

CenterSync may add, modify, suspend, or discontinue an integration or data-source connection, including when a third party changes or withdraws access.

7. Customer Data

“Customer Data” means data, content, records, files, and information that Customer or its Authorized Users submit, upload, import, enter, transmit, or make available through the Service.

Customer Data may include:

facility information;
children’s identity, enrollment, attendance, health, immunization, accommodation, incident, and emergency-contact information;
parent or guardian names and contact information;
staff identity, contact, employment, training, credentialing, licensing, background-status, and health information;
inspection, corrective-action, and licensing records;
documents and communications uploaded by Customer; and
data obtained through Customer-authorized integrations.

As between the parties, Customer retains all right, title, and interest in Customer Data.

Customer grants CenterSync a non-exclusive, worldwide, royalty-free license during the Subscription Term and any permitted post-termination retention period to host, copy, store, process, transmit, display, and otherwise use Customer Data only as necessary to:

provide, operate, maintain, secure, and support the Service;
follow Customer’s documented instructions;
prevent or address fraud, misuse, security, support, and technical issues;
comply with applicable law and valid legal process; and
exercise rights expressly granted under these Terms.

Customer represents and warrants that:

Customer has all rights and authority necessary to provide Customer Data to CenterSync;
Customer’s collection, use, retention, disclosure, and instructions concerning Customer Data comply with applicable law;
Customer has provided required privacy notices;
Customer has obtained required consents, permissions, and authorizations; and
Customer Data and Customer’s instructions will not violate another person’s rights.

CenterSync may create and use aggregated or de-identified information derived from use of the Service for analytics, security, benchmarking, research, product development, and service improvement, provided that the information does not identify Customer or an individual and is not reasonably capable of being linked back to them.

CenterSync will not attempt to re-identify information that it treats as de-identified, except to test whether its de-identification processes are effective.

8. Privacy and Data Processing

For personal information contained in Customer Data, Customer generally acts as the controller, business, or entity determining the purposes and means of processing. CenterSync generally acts as Customer’s processor or service provider.

CenterSync will process Customer Data:

to provide the Service;
under Customer’s documented instructions;
as permitted by these Terms and the applicable Order; and
as required by applicable law.

CenterSync will not sell Customer Data or share Customer Data for cross-context behavioral advertising.

CenterSync will not retain, use, or disclose Customer Data outside the direct business relationship with Customer except as permitted by applicable law and these Terms.

CenterSync may engage vendors and subcontractors to provide hosting, infrastructure, communications, support, security, analytics, payment, and related services (“Subprocessors”). CenterSync will require Subprocessors that process Customer Data to maintain appropriate confidentiality and data-protection obligations.

A current Subprocessor list will be available at https://centersync.ai/subprocessors.

CenterSync’s Data Processing Addendum will be available at https://centersync.ai/dpa. If the parties execute or accept a Data Processing Addendum, it is incorporated into these Terms.

CenterSync primarily hosts and processes information in the United States. Customer must not authorize access or transfers outside the United States unless permitted by the applicable Order and consistent with applicable law.

Health Information and HIPAA

The Service may process childcare health, immunization, medication, allergy, accommodation, or incident information.

The Service is not offered as a HIPAA-compliant service, and CenterSync does not agree to act as a “business associate” under the Health Insurance Portability and Accountability Act unless CenterSync and Customer separately execute a Business Associate Agreement.

Customer must not submit protected health information subject to HIPAA unless:

Customer has determined that HIPAA applies;
CenterSync has agreed in writing to support that use; and
the parties have executed a Business Associate Agreement.

The fact that information concerns health does not by itself determine whether HIPAA applies. Customer is responsible for determining which federal or state confidentiality requirements govern its records.

Educational Records

Some childcare or educational records may be subject to the Family Educational Rights and Privacy Act or other education-record laws, depending on the type of institution and its funding or affiliation.

Customer is responsible for determining whether those laws apply and for providing any required instructions, notices, and consents.

9. Security and Security Incidents

CenterSync will maintain reasonable administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data.

Those safeguards may include, as appropriate:

access controls;
authentication controls;
encryption in transit and at rest;
logging and monitoring;
vulnerability management;
backup and recovery procedures;
personnel confidentiality obligations; and
vendor-risk controls.

No system is completely secure, and CenterSync does not guarantee that unauthorized access, loss, or misuse will never occur.

Customer is responsible for:

securing its own devices, systems, networks, and endpoints;
configuring user access and permissions;
using strong and unique credentials;
promptly disabling former users;
maintaining secure local copies and exports where appropriate; and
promptly notifying CenterSync of suspected compromise.

A “Security Incident” means a confirmed unauthorized access to, acquisition of, use of, disclosure of, alteration of, or destruction of Customer Data in systems under CenterSync’s control that materially compromises the confidentiality, integrity, or availability of that Customer Data.

A Security Incident does not include unsuccessful attempts or events that do not result in unauthorized access to Customer Data, such as blocked attacks, scans, pings, denial-of-service attempts, or unsuccessful login attempts.

After confirming a Security Incident, CenterSync will:

notify Customer without undue delay and within any period required by applicable law or an applicable Data Processing Addendum;
provide information reasonably available to CenterSync concerning the nature and scope of the incident;
take reasonable steps to contain, investigate, mitigate, and remediate the incident; and
reasonably cooperate with Customer concerning legally required notifications.

CenterSync’s notice of a Security Incident is not an admission of fault or liability.

Customer is responsible for notifications, regulatory communications, and communications with affected individuals except to the extent applicable law requires CenterSync to provide them directly.

10. Data Export, Retention, and Deletion

During the Subscription Term, Customer may export Customer Data using export tools made available in the Service.

Supported export formats are CSV, PDF, and ZIP archives.

Following termination or expiration, CenterSync will make Customer Data available for export for 30 days unless:

applicable law requires a different period;
the applicable Order states otherwise; or
immediate deletion or restriction is necessary for security or legal reasons.

After the export period, CenterSync will delete Customer Data from active production systems within 30 days and from routine backups within 90 days, subject to technical limitations and legal-retention requirements.

CenterSync may retain:

billing and transaction records;
contract and account records;
audit and security logs;
records needed to establish, exercise, or defend legal claims; and
aggregated or de-identified information.

Any retained personal information remains subject to applicable confidentiality and security obligations.

Customer is responsible for exporting Customer Data before the applicable export period expires.

Non-standard exports, restoration requests, migrations, or professional services may be subject to additional fees agreed in writing.

11. Intellectual Property and Feedback

CenterSync and its licensors retain all right, title, and interest in the Service, software, documentation, designs, workflows, interfaces, databases, algorithms, know-how, names, logos, trademarks, and related intellectual property.

No rights are granted except as expressly stated in these Terms.

If Customer or an Authorized User provides suggestions, ideas, enhancement requests, or other feedback concerning the Service, CenterSync may use that feedback without restriction or compensation, provided that CenterSync does not publicly identify Customer as the source without permission.

The Service may include open-source software governed by applicable open-source licenses.

12. Confidentiality

“Confidential Information” means non-public information disclosed by one party to the other that is identified as confidential or that reasonably should be understood as confidential.

Customer Data is Customer’s Confidential Information.

CenterSync’s non-public software, security information, pricing, product plans, documentation, and technical information are CenterSync’s Confidential Information.

Confidential Information does not include information that the Recipient can demonstrate:

is publicly available without breach of these Terms;
was lawfully known without confidentiality restriction before disclosure;
was independently developed without use of the Discloser’s Confidential Information; or
was lawfully received from a third party without confidentiality restriction.

The Recipient will:

use Confidential Information only to exercise rights or perform obligations under these Terms;
protect it using at least reasonable care;
disclose it only to personnel, contractors, lawyers, accountants, and advisors who need to know it and are subject to confidentiality obligations; and
not disclose it to other parties except as authorized by the Discloser.

The Recipient may disclose Confidential Information when required by law, subpoena, or court order. Where legally permitted, the Recipient will give prompt notice and reasonable cooperation concerning efforts to seek confidential treatment.

13. Warranties and Disclaimers

Each party represents that it has authority to enter into and perform its obligations under these Terms.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE AND ALL OUTPUTS, SCORES, REMINDERS, NOTIFICATIONS, RECOMMENDATIONS, REGULATORY INFORMATION, AND BETA FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CENTERSYNC DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND RESULTS.

CenterSync does not warrant that:

the Service will be uninterrupted, error-free, or completely secure;
every defect will be corrected;
data will never be lost;
the Service will meet every Customer requirement;
regulatory or third-party data will be accurate or current; or
use of the Service will produce a particular licensing, compliance, financial, operational, or legal result.

Unless the parties enter into a separate Service Level Agreement, CenterSync does not provide an uptime or response-time commitment.

CenterSync may offer alpha, beta, preview, pilot, or early-access features. Those features may be incomplete, modified, suspended, or discontinued and are provided without warranty or commitment to general release.

14. Indemnification

Customer will defend, indemnify, and hold harmless CenterSync and its affiliates, officers, directors, employees, and agents from third-party claims, investigations, actions, damages, fines, penalties, liabilities, costs, and reasonable attorneys’ fees arising from:

Customer Data;
an allegation that Customer lacked authority to collect, use, retain, or disclose Customer Data;
Customer’s or an Authorized User’s violation of these Terms or applicable law;
Customer’s regulatory, employment, licensing, privacy, health, safety, or recordkeeping practices;
Customer’s systems, configurations, integrations, or instructions; or
Customer’s gross negligence, fraud, or willful misconduct.

CenterSync will defend Customer against a third-party claim alleging that the unmodified Service, when used as authorized under these Terms, directly infringes a United States patent, copyright, or trademark or misappropriates a trade secret.

CenterSync will pay damages and costs finally awarded against Customer, or agreed in a settlement approved by CenterSync, that are attributable to such a claim.

CenterSync may:

modify the Service to make it non-infringing;
replace the affected Service with substantially similar functionality;
obtain rights allowing continued use; or
terminate the affected Service and refund prepaid, unused fees for the terminated portion of the Subscription Term.

CenterSync’s obligations do not apply to claims arising from:

Customer Data;
modifications not made by CenterSync;
combinations with products or services not provided by CenterSync;
use contrary to these Terms or documentation; or
continued use after CenterSync has provided a reasonable non-infringing alternative.

An indemnified party must promptly provide written notice, reasonable cooperation, and control of the defense to the indemnifying party.

The indemnifying party may not settle a claim in a manner that admits fault by, imposes non-monetary obligations on, or fails to fully release the indemnified party without written consent.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

NEITHER PARTY WILL BE LIABLE FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR LOSS OR CORRUPTION OF DATA, EVEN IF ADVISED THAT SUCH DAMAGES ARE POSSIBLE.

CENTERSYNC WILL NOT BE LIABLE FOR REGULATORY FINES, PENALTIES, ASSESSMENTS, CITATIONS, CORRECTIVE ACTIONS, OR THE DENIAL, SUSPENSION, REVOCATION, OR NON-RENEWAL OF A LICENSE, CERTIFICATION, ACCREDITATION, OR APPROVAL ARISING FROM CUSTOMER’S OPERATIONS, RECORDS, DECISIONS, OR RELIANCE ON THE SERVICE.

EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, ALL ORDERS, AND THE SERVICE WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO CENTERSYNC DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The limitations in this Section apply regardless of legal theory and even if a remedy fails of its essential purpose.

Nothing in these Terms excludes liability that applicable law does not permit a party to exclude.

16. Suspension and Termination

CenterSync may suspend or limit access upon notice if:

Customer fails to pay an undisputed amount and does not cure within ten days after notice;
Customer materially breaches these Terms;
use of the Service poses a material security risk;
Customer’s use may harm the Service or another person;
suspension is required by law or a governmental authority; or
continued use may expose CenterSync or another person to material liability.

When reasonably practicable, CenterSync will limit a suspension to the affected account, user, feature, or data.

Either party may terminate an Order for material breach if the breach remains uncured 30 days after written notice. The cure period for nonpayment is ten days.

Customer may cancel a subscription at any time, effective at the end of the current Subscription Term.

Except as required by law or expressly stated in these Terms, cancellation does not entitle Customer to a refund or credit.

Upon termination or expiration:

Customer’s right to use the Service ends;
unpaid accrued amounts become due;
Customer must stop using the Service;
Customer Data will be handled under Section 10; and
provisions intended by their nature to survive will remain effective.

17. Publicity and Use of Names

CenterSync will not use Customer’s name, logo, testimonial, or case study in public marketing materials without Customer’s prior written permission.

CenterSync may include Customer’s name in confidential internal customer records and may disclose the relationship where required by law.

18. Changes to the Service and These Terms

CenterSync may update, enhance, modify, or discontinue features.

CenterSync will not materially reduce the core functionality of a paid plan during the current Subscription Term without reasonable advance notice, except when necessary for security, legal compliance, third-party changes, or prevention of harm.

CenterSync may update these Terms.

For material changes, CenterSync will provide advance notice through email, the Service, or another reasonable method.

The updated Terms will take effect on the date stated in the notice.

Continued use after the effective date constitutes acceptance where permitted by law.

If a material change materially and adversely affects Customer’s use of the paid Service, Customer may notify CenterSync within 30 days after receiving notice and terminate the affected Service. CenterSync will refund prepaid, unused fees for the terminated portion unless the change was required by law, security needs, or a third-party provider outside CenterSync’s reasonable control.

19. Governing Law and Dispute Resolution

These Terms and all disputes arising from or relating to them or the Service are governed by the laws of the Commonwealth of Massachusetts, without regard to conflict-of-law rules.

The state and federal courts located in Boston, Suffolk County, Massachusetts have exclusive jurisdiction and venue over disputes arising from or relating to these Terms or the Service.

Each party consents to personal jurisdiction in those courts and waives objections to venue.

Either party may seek temporary, preliminary, or permanent injunctive relief in any court of competent jurisdiction to prevent misuse of intellectual property, unauthorized access, security harm, or breach of confidentiality.

20. Compliance With Laws; Export and Sanctions

Each party will comply with laws applicable to its performance under these Terms.

Customer is solely responsible for laws applicable to its childcare operations, employment practices, licensing, recordkeeping, health and safety activities, and collection and use of Customer Data.

Customer will not use or permit access to the Service in violation of United States export-control or sanctions laws.

Customer represents that it is not prohibited from receiving the Service under applicable sanctions or denied-party restrictions.

21. Notices

CenterSync may provide operational and contractual notices by email to Customer’s account administrator, through the Service, or by another reasonable electronic method.

Formal legal notices to CenterSync must be sent to:

CenterSync LLC

145 Great Rd Ste 6 Farm Hill Plaza #1026, Acton, MA 01720

Email: legal@centersync.ai

Notices are effective:

when transmitted by email without a bounce-back or error message;
upon confirmed delivery by nationally recognized overnight courier; or
three business days after mailing by certified United States mail, return receipt requested.

22. Order of Precedence

The agreement between the parties consists of the following documents, in descending order of precedence in the event of a conflict:

the applicable Order;
a Business Associate Agreement, if any;
a Data Processing Addendum;
these Terms;
any applicable Acceptable Use Policy; and
the Privacy Policy.

A document is incorporated only to the extent expressly stated.

23. Acceptance and Authority

Customer accepts these Terms by:

clicking an unchecked box or button indicating agreement;
submitting an Order that incorporates these Terms; or
accessing or using the Service after being presented with these Terms.

The individual accepting these Terms represents and warrants that the individual has authority to bind Customer.

Acceptance is effective on the date identified in the Order or, if no date is identified, on the date of acceptance.

If CenterSync offers an individual account outside a Customer-managed account, the individual accepts these Terms personally. An individual invited through a Customer account acts as an Authorized User, and Customer remains the contracting party.

24. Assignment, Subcontracting, and General Terms

Neither party may assign these Terms without the other party’s prior written consent, except that CenterSync may assign them without consent:

to an affiliate; or
in connection with a merger, acquisition, corporate reorganization, financing, or sale of substantially all assets relating to the Service.

Any prohibited assignment is void.

CenterSync may use subcontractors and remains responsible for their performance to the extent stated in these Terms and any applicable Data Processing Addendum.

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, epidemics, internet failures, hosting failures, utility outages, or third-party service interruptions, provided the affected party uses reasonable efforts to mitigate the impact.

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, employment, fiduciary, or franchise relationship.

If a provision is invalid or unenforceable, it will be enforced to the maximum extent permitted, and the remaining provisions remain effective.

A waiver must be in writing and applies only to the specific instance stated.

These Terms do not create third-party beneficiary rights, except for persons expressly entitled to indemnification.

These Terms, the applicable Orders, and incorporated documents constitute the entire agreement concerning the Service and replace prior or contemporaneous discussions concerning the same subject.

Headings are for convenience only.

Electronic signatures and electronic acceptance have the same effect as original signatures.

Sections concerning fees owed, ownership, Customer Data, confidentiality, disclaimers, indemnification, limitations of liability, post-termination data handling, dispute resolution, and provisions that by their nature should survive will survive termination.

25. Contact Information

CenterSync LLC

Address: 145 Great Rd Ste 6 Farm Hill Plaza #1026, Acton, MA 01720

Legal and contract notices: legal@centersync.ai

Privacy inquiries: privacy@centersync.ai

Security reports: security@centersync.ai

Website: https://centersync.ai

By creating an account, submitting an Order, clicking “I agree,” or using the Service after being presented with these Terms, the person accepting acknowledges that the person has read and understood these Terms and agrees to be bound on behalf of the applicable Customer.