1. General Conditions 

• The terms and conditions of this Agreement, along with any Locker wise Proposals, Schedules, or Data Processing Addendums (DPA) referencing this Agreement, constitute the entire Agreement between the Customer and Locker wise. This Agreement supersedes all prior oral and written quotes, communications, and agreements. 
• The Customer must read, agree with, and accept all terms and conditions of this Agreement before accessing or using the Software. Any usage of the Software by the Customer or its Users constitutes full acceptance of this Agreement. 
• Any new features, tools, or resources added to the Software shall be subject to this Agreement. Locker wise reserves the right to update these Terms by posting changes to the Locker wise website. Continued use of the Software after any such changes shall constitute consent to such changes. 
• Publicity Rights: The Customer agrees that Locker wise may use the Customer’s name and logo on the Locker wise website and in marketing materials to identify the Customer as a user of the Service. The Customer may opt out of this provision by sending a written request to support@lockerwise.com. 
• Data Privacy & FERPA: The Customer acknowledges that the use of the Software is governed by our Privacy Policy. For Customers who are educational institutions subject to the Family Educational Rights and Privacy Act (FERPA), Locker wise agrees to operate as a “School Official” with a legitimate educational interest in handling student records, strictly for the purpose of providing the Service. 
• The Customer acknowledges and agrees that it is their sole responsibility to ensure their usage of the Software complies with all applicable US Federal, State, and Local laws, including student privacy laws and employee labour data standards. 
• The Customer is fully responsible for all activity, data entry, and content generated by all Users (including Staff and Resident Assistants) under its Account. 
• Platform Nature: The Customer acknowledges that Locker wise is a Software Provider only. We do not own, manage, maintain, or secure the physical lockers. We are not a party to any rental agreement between the Customer and their End-Users. 

2. Software Account & Role-Based Access 

• If you are signing up for the Software on behalf of an employer, university, or entity, that entity shall be the “Customer.” You represent and warrant that you have the legal authority to bind that entity to this Agreement. 
• Role-Based Access Responsibility: The Software allows the Customer to grant access to third parties. The Customer is solely responsible for vetting these individuals and monitoring their access. Locker wise shall not be liable for any data breach, misuse, or error caused by a User authorized by the Customer. 
• The Customer is responsible for maintaining the security of all usernames and passwords. Locker wise will not be liable for any loss or damage from the Customer’s failure to maintain security. 

3. Payment, Subscription, and Refunds 

• SaaS Fees: Subscription Fees will be invoiced at the start of the subscription period. Monthly fees are charged in advance. 
• Payment Methods: Payment can be made by Visa, MasterCard, ACH, or Company Check. If a payment method is declined, a $50 administrative fee may be applied. 
• Late Payments: Accounts with a balance overdue by 30 days may be subject to a late fee of 1.5% per month and suspension of Service. 
• Taxes: All fees are exclusive of Federal, State, and Local taxes. The Customer is responsible for paying all sales, use, or value-added taxes associated with their subscription. 
• No Refunds: Locker wise does not provide refunds for partial months of service, upgrade/downgrade adjustments, or unused subscription time. 

4.Term, Renewal, and Termination 

• Term: The initial term of this Agreement is one (1) year (or one month, depending on the plan selected). The Agreement will automatically renew for successive terms unless cancelled. 
• Termination for Breach: Locker wise reserves the right to suspend or terminate an Account immediately if we determine, at our sole discretion, that the Customer has violated this Agreement (including storing illegal data or violating the Acceptable Use Standards). 
• Voluntary Cancellation: The Customer may cancel their Account at any time by emailing support@lockerwise.com. Cancellation takes effect at the end of the current billing cycle. 
• Data Retention: Upon termination, Customer data will be retained in a read-only state for 30 days to allow for export. After this 30-day period, all data will be permanently deleted from Locker wise servers and cannot be retrieved. 

5.Disclaimer and Limitation of Liability

• “As Is” Warranty: The Software is provided “as is” and “as available” without warranty of any kind, express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. 
• Limitation of Liability (The “SaaS Cap”): TO THE MAXIMUM EXTENT PERMITTED BY US LAW, LOCKER WISE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, DATA, OR USE). IN NO EVENT SHALL LOCKER WISE’S AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY THE CUSTOMER TO LOCKER WISE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. 
• Exclusion of Physical Goods: THE CUSTOMER EXPRESSLY AGREES THAT LOCKER WISE IS NOT RESPONSIBLE FOR THE SAFETY, SECURITY, OR INTEGRITY OF THE PHYSICAL CONTENTS STORED IN LOCKERS. LOCKER WISE IS NOT LIABLE FOR THEFT, FIRE DAMAGE, WATER DAMAGE, OR VANDALISM OF PHYSICAL ITEMS REPORTED THROUGH THE SOFTWARE. 
• Indemnification: The Customer agrees to indemnify and hold Locker wise, its officers, directors, and employees harmless from any claim or demand (including legal fees) arising out of the Customer’s use of the Software, violation of this Agreement, or violation of any rights of a third party (including End-User privacy rights). 

6.Copyright & IP 

• The Software, including its code, design, “Smart Pricing” logic, and visual interfaces, is the exclusive property of Locker wise and is protected by US and international copyright, trademark, and trade secret laws. 
• The Customer retains ownership of all data uploaded to the system (“Customer Data”). The Customer grants Locker wise a license to host, copy, and display this Data strictly as required to provide the Service. 

7.Acceptable Use Standards 

• Locker wise reserves the right to suspend any Account that uses the Software for: 
• Storage or tracking of illegal goods, hazardous materials, or weapons. 
• Violating the privacy rights of students (under FERPA) or employees. 
• Processing “Protected Health Information” (PHI) subject to HIPAA without a prior Business Associate Agreement (BAA). 
• Issue Tracking Feature: The Customer acknowledges that the “Issue Tracking” feature is a digital logbook only. Submitting a report does not trigger an emergency response. Locker wise is not responsible for facilitating physical repairs. 
• Beta Services: From time to time, Locker wise may invite the Customer to try ‘Beta’ features at no charge. The Customer acknowledges that Beta features may contain bugs or errors and are provided ‘AS IS’ with no warranty whatsoever. 

8.Complete Agreement, Severability, and Waiver 

• This Agreement constitutes the entire understanding between the parties. 
• If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. 
• The failure of Locker wise to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. 

9.Governing Laws 

• Jurisdiction: This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to conflict of law principles. 
• Class Action Waiver: WHERE PERMITTED UNDER APPLICABLE LAW, THE CUSTOMER AND LOCKER WISE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. 
• Mandatory Arbitration: Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association. 

10.Smart Pricing & Merchant of Record Disclaimer 

• Merchant of Record: The Customer acknowledges that the Customer is the Merchant of Record for all locker rentals to End-Users. Locker wise provides the interface to set prices but does not collect revenue on behalf of the Customer, nor does Locker wise act as a reseller of locker space. 
• Pricing Disputes: The Customer is solely responsible for the accuracy of the pricing, fees, and rental terms set within the Software. Locker wise is not liable for any disputes, refund requests, or chargebacks initiated by the Customer’s End-Users. 
• Force Majeure: Locker wise shall not be liable for any failure to perform its obligations where such failure results from any cause beyond Locker Wise’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation, acts of God, terrorism, war, or embargo. 
• Non-Solicitation: During the Term of this Agreement and for twelve (12) months thereafter, the Customer agrees not to knowingly solicit or hire any employee or contractor of Locker wise who has been directly involved in providing the Services to the Customer.