Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and Lantern Civic Solutions ("Company," "we," "us," or "our") governing your access to and use of the ProcureTrail platform, including any associated websites, applications, and services (collectively, the "Service"). ProcureTrail is designed to help Massachusetts K-12 school districts document and manage procurement activities in compliance with MGL Chapter 30B.

By creating an account, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are using ProcureTrail on behalf of a school district or other organization, you represent that you have the authority to bind that organization to these Terms. If you do not agree to these Terms, you may not access or use the Service.

2. Description of Service

ProcureTrail is a web-based procurement management platform designed to assist Massachusetts K-12 school districts in documenting procurements under Massachusetts General Laws Chapter 30B. The Service provides tools for:

• Creating and managing procurement records
• Tracking vendor solicitations and quotes
• Managing multi-step approval workflows
• Generating audit-ready documentation packages (ZIP exports)
• Storing procurement-related files and attachments
• Maintaining an immutable audit trail of all procurement actions

3. Eligibility

The Service is intended for use by Massachusetts public school districts and their authorized personnel. By using the Service, you represent and warrant that: (a) you are at least 18 years of age; (b) you have the legal authority to bind your district or organization to these Terms; (c) you are authorized by your district to access and use the Service; and (d) your use of the Service complies with all applicable laws and regulations.

4. User Accounts

4.1 Account Creation

To access the Service, you must create an account or be invited by a district administrator. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete.

4.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to: (a) immediately notify us of any unauthorized use of your account at security@lanterncivicsolutions.com; (b) ensure you log out from your account at the end of each session; and (c) not share your account credentials with any third party.

4.3 District Administrators

District administrators are responsible for managing user access within their district, including inviting users, assigning roles (Admin, Purchasing, Approver, Viewer), and removing access when appropriate. Administrators are responsible for ensuring that users within their district comply with these Terms.

5. Acceptable Use

You agree to use the Service only for its intended purpose: documenting and managing procurement activities for Massachusetts public entities. You agree not to:

• Use the Service in any way that violates any applicable federal, state, or local law or regulation, including Massachusetts General Laws Chapter 30B
• Upload, transmit, or store any content that is unlawful, harmful, threatening, abusive, defamatory, or otherwise objectionable
• Upload student personally identifiable information (PII) or other data subject to FERPA protections (see Section 8)
• Attempt to gain unauthorized access to any portion of the Service or any other systems or networks connected to the Service
• Use any automated means to access the Service or collect any information from the Service without our express written permission
• Interfere with or disrupt the Service or servers or networks connected to the Service
• Reverse engineer, decompile, or disassemble any aspect of the Service
• Resell, sublicense, or distribute access to the Service to unauthorized third parties
• Remove, alter, or obscure any proprietary notices on the Service

6. Data Ownership & Custody

• All procurement records, vendor information, quotes, documents, and audit trails created within ProcureTrail remain the exclusive property of the Customer
• You retain ownership of all content you upload to the Service. By uploading content, you grant us a limited license to store, process, and display such content solely for the purpose of providing the Service
• You may export your data at any time using ProcureTrail's built-in export features, including complete ZIP packet downloads
• Upon termination, you will have 90 days to export all of your data before it is deleted from our systems
• We will not access, use, or disclose Customer Data except as necessary to provide the Service, respond to support requests, or comply with legal obligations

As a public entity, your procurement records may be subject to Massachusetts public records law (MGL Chapter 66). ProcureTrail's export features are designed to facilitate compliance with public records requests.

7. Intellectual Property

The Service, including all content, features, and functionality (including but not limited to software, text, graphics, logos, and design), is owned by Lantern Civic Solutions and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

You are granted a limited, non-exclusive, non-transferable license to access and use the Service during the term of your subscription, solely for the purpose of managing your organization's procurement activities in accordance with these Terms.

8. FERPA & Student Data

ProcureTrail is a procurement management tool designed to handle procurement workflows, vendor data, and financial documentation. It is not designed to collect, store, or process student personally identifiable information (PII) as defined by the Family Educational Rights and Privacy Act (FERPA).

Customers are responsible for ensuring that no student PII is uploaded to the platform. If student data is inadvertently uploaded, please notify us immediately at privacy@lanterncivicsolutions.com so we can assist with its prompt removal.

9. Chapter 30B Compliance Disclaimer

10. Fees and Payment

• ProcureTrail is offered on an annual subscription basis. Pricing is based on district size (student enrollment) and is detailed on our pricing page
• Free trial periods may be offered at the Company's discretion. Trial accounts have access to all features
• Payment is due within 30 days of invoice. We accept purchase orders from Massachusetts public entities
• Subscriptions renew automatically unless either party provides written notice of non-renewal at least 30 days before the renewal date

11. Service Availability

We strive to maintain high availability of the Service but do not guarantee uninterrupted access. Specifically:

• We target 99.9% uptime measured on a monthly basis, excluding scheduled maintenance
• Scheduled maintenance will be performed during off-peak hours (typically weekends or evenings Eastern Time) with advance notice when possible
• We are not liable for any downtime caused by circumstances beyond our reasonable control, including internet outages, third-party service failures, or force majeure events

12. Termination

12.1 Termination by You

You may cancel your subscription at any time. You will retain access to the Service through the end of your current billing period. District administrators may request account deletion by contacting us. Upon termination, you may export your data using the Service's built-in export features.

12.2 Termination by Us

We may suspend or terminate your access if you materially breach these Terms and fail to cure the breach within 30 days of written notice. We may immediately terminate access in cases of fraud, security threats, or serious violations of the acceptable use policy.

12.3 Effect of Termination

Upon termination, you will have 90 days to export all of your data. After this period, we will delete all Customer Data from our systems, except where retention is required by law.

13. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LANTERN CIVIC SOLUTIONS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICE. OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

15. Indemnification

You agree to indemnify, defend, and hold harmless Lantern Civic Solutions and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of: (a) your access to or use of the Service; (b) your violation of these Terms; (c) your violation of any third-party rights, including any intellectual property or privacy rights; or (d) any content you upload to the Service.

16. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of law provisions. Any dispute arising out of or relating to these Terms or the Service shall be resolved exclusively in the state or federal courts located in Suffolk County, Massachusetts.

For disputes involving amounts less than $10,000, the parties agree to first attempt to resolve the dispute through good-faith negotiation for a period of thirty (30) days before initiating any legal proceeding.

17. Changes to Terms

We may update these Terms from time to time. We will provide at least 30 days' notice of material changes by posting the updated Terms on this page and notifying account administrators by email. Continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not agree, you may cancel your subscription.

18. Miscellaneous

• Entire Agreement: These Terms, together with the Privacy Policy, constitute the entire agreement between you and Lantern Civic Solutions regarding the Service.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.
• Waiver: Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision.
• Assignment: You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets, with notice to affected Customers.
• Notices: We may provide notices to you via email or through the Service. You may contact us at the address provided below.

19. Contact Us

If you have questions about these Terms of Service, please contact us: