Master Services Agreement

Table of Contents

This Agreement governs your purchase of a license to and the use of our services. The parties agree as follows:

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING A SERVICE ORDER THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND YOUR AFFILIATES TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE.

CERTAIN SERVICES SUBSCRIBED HEREUNDER MAY REQUIRE ADDITIONAL OR SUPPLEMENTAL TERMS AS INDICATED IN THE RELEVANT SERVICE ORDER. YOU ACKNOWLEDGE THAT TO THE EXTENT APPLICABLE, YOUR ACCESS AND USE OF SUCH SERVICES IS CONTINGENT UPON YOUR ACCEPTANCE OF THOSE SUPPLEMENTAL TERMS.

Definitions

The parties agree as follows:

"Affiliate" means any entity that, directly or indirectly, controls, is controlled by or is under common control with such entity (but only for so long as such control exists), where "control" means the ownership of more than 50% of the outstanding shares or securities representing the right to vote in the election of directors or other managing authority of such entity.

"Agreement" means this Master Services Agreement (as modified from time to time in accordance with Section 15.14) collectively with all Service Orders and any riders you enter into with us.

"Authorized User" means your employee, your Affiliate's employee, or a Permitted Third Party for whom you create or issue a unique user name and password under your account.

"Client Software" means software components (if any depending on Service purchased) to be installed on your, your Affiliates', or your Authorized Users' computer systems or mobile devices as part of the Services.

“COPPA” means the Children's Online Privacy Protection Act, 15 U.S.C. § 6501-6506 (16 CFR Part 312).

“Derivative Data" means any data, analytics, insights, reports, or other information that is created, generated, or derived by us through analysis, processing, or manipulation of your Subscriber Data, but which does not contain personally identifiable information about individual students, staff, or other data subjects.

“Documentation” means our user documentation, in all forms, relating to the Service (e.g., user manuals, on-line help files, etc.).

“Educational Institution” means a public or private K-12 school, school district, or other educational agency that provides educational services to students.

“FERPA” means the Family Educational Rights and Privacy Act, 20 U.S.C. § 1232g (34 CFR Part 99).

"Order Term" or "Subscription Term" means the term specified in a Service Order.

"Permitted Third Party" means either (a) a student of your educational institution or a parent or legal guardian of such student or (b) an employee or contractor of an entity under contract with you or your Affiliates who needs to access the Service to perform its obligations to you or your Affiliates and who is not our competitor.

"Professional Services" means the professional services specified in a Service Order, potentially including but not limited to implementation services, consulting, training services, and AI model customization services.

"Regulated Data" means personal data, personal information, personally identifiable information, or any similarly regulated data as defined under relevant privacy or data protection laws, regulations or industry standards applicable to educational institutions and students, including applicable federal, state, and local law, the US Children's Online Privacy Protection Act ("COPPA"), Family Educational Rights and Privacy Act ("FERPA"), New York Education Law Section 2-d, California Education Code, California Consumer Privacy Act ("CCPA"), California Privacy Rights Act ("CPRA"), Virginia Consumer Data Protection Act ("VCDPA"), Colorado Privacy Act ("CPA"), Connecticut Data Privacy Act ("CTDPA"), Utah Consumer Privacy Act ("UCPA"), Texas Data Privacy and Security Act ("TDPSA"), Delaware Personal Data Privacy Act ("DPDPA"), Florida Digital Bill of Rights,, New York SHIELD Act, and other applicable student privacy and data protection laws, in each foregoing case, as amended and including all regulations promulgated in connection thereto. Without limitation, "Regulated Data" includes: student records, student directory information, educational records, personal information of children under 13, biometric information collected in educational settings, and similar personal identifiers.

"Residuals" means any information of general applicability to the Service or any other information in intangible form retained in the memory of persons we employ or retain who have performed Professional Services or Technical Support Services on your behalf, including without limitation, any ideas, concepts, know-how, and techniques contained therein or derived therefrom.

"Service" (or "Services") means any educational services provided by us to you or the organization on behalf of which you enter into this Agreement identified in the Service Order, as we may modify such service(s) from time to time at our discretion. Services include our proprietary AI models, software platform and associated systems used to deliver such service(s) and any associated Client Software provided by us to you. We will have no liability to you with respect to the provision of services not identified in an active Service Order.

"Service Order" (also referred to as "Order Form") means an ordering document entered into between you and us specifying the services to be provided thereunder, including any addenda and supplements thereto. A Service Order may also set forth additional terms and conditions and Scope Limitations (as defined in Section 3.1 below) applicable to the Service subscribed thereunder. A Statement of Work or online registration or sign-up page that makes references to and incorporates these Terms may also constitute a Service Order.

"Student Data" means any data, whether gathered by us or provided by Customer or its users, that is descriptive of students, including but not limited to information in the student's educational record, first and last name, birthdate, home address, telephone number, email address, discipline records, test results, special education data, grades, evaluations, biometric information, student identifiers, photos, voice recordings, or any other information that would provide information about a specific student. Student Data includes personally identifiable information (PII) as defined in 34 C.F.R. § 99.3 and constitutes Education Records for purposes of FERPA.

"Subscriber Data" means any data uploaded into the Service by you or an Authorized User or data otherwise provided by you or your Authorized Users for processing by the Service in accordance with this Agreement. For the avoidance of doubt, Subscriber Data does not include metadata, de-identified or aggregated data, or Usage Data which is not uploaded by you into the Service.

"Subscription Fees" means the fees for the Service specified in the Service Order.

"Technical Support Services" means our then-current technical support services offering for the Services, as may be further described in a Service Order.

"Updates" means maintenance releases, error corrections, additions, changes, modifications, extensions, new versions and new release of software or firmware, excluding new products, services, features or functionalities we elect to sell separately.

"Usage Data" means data generated by the use of the Services, such as performance metrics, log data, or usage analytics or insights.

"We" or "Us" or "Our" means ClassCloud, Inc., a Mississippi corporation, or its Affiliate if so specified in a Service Order or invoice.

"You" or "Your" means the customer named on the Service Order, the person indicating acceptance of this Agreement, or if the person indicating acceptance of this Agreement is acting on behalf of a company or other legal entity, such company or legal entity.

Beta Versions

Beta Versions. From time to time, we may make available for you to try, at your sole discretion, certain functionality related to the Service, which is clearly designated as beta, pilot, limited release, non-production, or by a similar description (each, a "Beta Version"). Beta Versions are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms. We may discontinue Beta Versions at any time in our sole discretion and may never make them generally available. We have no liability for any harm or damage arising out of or in connection with a Beta Version.

Inapplicable Provisions. NOTWITHSTANDING SECTION 9 (WARRANTIES AND DISCLAIMER), AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, BETA VERSIONS ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY. SECTION 11 (INTELLECTUAL PROPERTY INFRINGEMENT INDEMNIFICATION) DOES NOT APPLY TO BETA VERSIONS.

Use of the service

Use of the Service. Subject to the terms and conditions of this Agreement and any Service Orders hereunder, we grant to you (and if agreed in a Service Order, your Affiliates) a limited, worldwide, non-exclusive, non-transferable (except as explicitly permitted in this Agreement) right during the applicable Subscription Term to use the Service solely in connection with your internal operations as a public or private educational institution, or as an individual educator. Your and your Affiliates' rights to use the Service are subject to any limitations on use of the Service based on the version of the Service you purchase (e.g., applicable usage limits, API call limits, model access restrictions) and if and as set forth in the Service Order (collectively, the "Scope Limitations") and your rights to use the Service are contingent upon your compliance with the Scope Limitations and this Agreement. As part of the Service, we may provide you and your Affiliates with Client Software. You agree to use such Client Software solely in accordance with the terms under which such Client Software is licensed within the applicable Service Order. You are solely responsible for your conduct and the conduct of all users of the services and/or Client Software, (including by and between all users), the content of Subscriber Data, and all communications with others while using the Service. You acknowledge that we have no obligation to monitor any information on the Service or any Subscriber Data. You acknowledge that we may remove or disable any information that you make publicly available on the Service at any time for any reason or for no reason at all.

Use of the Documentation. Subject to the terms and conditions of this Agreement, we grant to you and your Affiliates a limited, worldwide, non-exclusive, non-transferable (except as explicitly permitted in this Agreement) right during the term of this Agreement to reproduce, without modification, and internally use a reasonable number of copies of the Documentation solely in connection with use of the Service in accordance with this Agreement.

Use Restrictions. You will not, and will not permit or authorize your Affiliates or third parties, to: (a) rent, lease, or, except as explicitly set forth in this Agreement, otherwise permit third parties to use the Service or Documentation; (b) use the Service to provide services to third parties as a service bureau; (c) circumvent or disable any security or other technological features or measures of the Service, or attempt to probe, scan or test the vulnerability of a network or system, or to breach security or authentication measures; (d) upload or provide for processing any information or material that is illegal, defamatory, offensive, abusive, obscene, or that violates privacy or intellectual property rights of any third party; (e) use the Service to harm, threaten, or harass another person or organization; (f) use in such a manner as to interfere with, restrict, inhibit, degrade or limit use of or access to the Services by our other customers or represent, in our sole judgment, an unusually large burden on the network itself; (g) send, store, or distribute any viruses, worms, Trojan horses, or other disabling code or malware component harmful to a network or system; (h) copy, reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of any Client Software or provide, disclose, or make any Client Software available to any third party, (i) alter or remove any trademark, copyright notice, or other proprietary rights notice that may appear in any part of the Documentation or any Client Software; (j) use the Services and/or Client Software in any way that violates law or causes us or others to violate law; (k) attempt to reverse engineer, extract, or obtain the underlying AI models, algorithms, or training data; or (l) use the Service to develop competing AI models or services. You will take reasonable steps to ensure that your Affiliates and Permitted Third Parties comply with this Agreement. To the extent permitted by applicable law, you will be directly and fully responsible to us for their conduct and any breach of this Agreement by them. In the event this section is violated, we may take any and all actions, from the issuance of a warning to limiting, suspending, or terminating your right or any user's right or access to use the Services and involvement of government authorities we deem necessary or appropriate.

Authorized Users Only. This Agreement restricts the use of the Service to Authorized Users, up to the Scope Limitation specified in the Service Order. An Authorized User account must not be shared among users. Additional Authorized Users may be added by paying the applicable fees to us at our then-current rate or as otherwise specified in a Service Order. The Authorized Users who are employees of Permitted Third Parties may access and use the Service solely to perform the Permitted Third Party's contractual obligations to you subject to the use limitations set forth in this Agreement. As part of the registration process, you may be asked to identify your company and other Authorized Users who should be associated with your account. You will not misrepresent the identity or nature of the company or Authorized Users who should be associated with your account. You are responsible for maintaining the confidentiality of your login, password, API keys, and account and for all activities that occur under your login and account, including the activities of Authorized Users.

Interactions between Users. You are solely responsible for all interactions with other users of the Services (e.g., interactions between administrators and teachers or teachers and families, or interactions between you and students or you and the general public). You acknowledge and agree that we do not have an obligation to verify any content, data or other information provided by users on the Services. We cannot guarantee that other users of the Services will not use the information that you share with them via the Services, nor the manner of use. We are not responsible for another user's or other third party's misappropriation or misuse of your information. Additionally, we are not responsible for the truthfulness, accuracy, authenticity, or completeness of any of the information provided by other users or any other third party. To the extent permitted by applicable law, you hereby release us and our Affiliates from all claims, demands, or damages of every kind, known or unknown, in any way connected with (i) any relationship arising between you and other users of the Services, or (ii) any dispute between you and another user. Additionally, you agree to immediately report to us any false information provided or misconduct by any user of the Services.

Protection against Unauthorized Use. You will use, and will ensure that your Affiliates and Permitted Third Parties use, reasonable efforts to prevent any unauthorized use of the Service or Documentation, and unless prohibited by law or law enforcement from doing so, you will immediately notify us in writing of any unauthorized use that comes to your attention. If there is unauthorized use by anyone who obtained access to the Service or Documentation directly or indirectly through you, your Affiliate, or a Permitted Third Party, you will take all steps reasonably necessary to terminate the unauthorized use. You will cooperate and assist with any actions taken by us to prevent or terminate unauthorized use of the Service or Documentation. We may, at our expense and no more than once every 12 months with reasonable notice, appoint our own personnel or an independent third party to verify that your use of the Service complies with the terms of this Agreement.

Technical Requirements. You will need Internet access and certain equipment, software, and services to be able to access and use the Services, such as a student information system and a modern web browser and operating systems. Acquiring, installing, maintaining and operating such equipment, software, services and Internet access is outside the scope of the Services. You are responsible for ensuring that such equipment is compatible with the Services and complies with all configurations and specifications provided by us, which may be amended from time to time. While we endeavor to ensure that our Services are compatible with more than one modern web browser and operating system, we neither represent nor warrant that the Services will be accessible through all web browser releases or may be used with all operating systems.

Reservation of Rights. We retain all right, title, and interest in and to the Service, Client Software and Documentation and all related intellectual property rights, including any modifications, updates, or other add-ons and including any deliverables or work product provided pursuant to any Professional Services hereunder or otherwise in connection with this Agreement, including without limitation any customizations or modifications to the Service, Client Software or Documentation. Your rights to use the Service, Documentation, and Client Software are limited to those expressly set forth in this Agreement. We reserve all other rights in and to the Service, Client Software, and Documentation.

Residuals. Notwithstanding anything to the contrary herein, we shall be free to use any and all Residuals resulting from the performance of Services hereunder for any purpose. Nothing in this Agreement shall be deemed to prevent us from using any Residuals in any manner, including without limitation to develop for itself or others any services, products, and/or materials.

AI Model Output. You acknowledge that AI models may produce outputs that are unpredictable, and that we cannot guarantee the accuracy, completeness, or reliability of any outputs generated by the Service. You are solely responsible for evaluating and validating any outputs before use in your operations. You acknowledge that AI-generated content may inadvertently infringe third-party rights or contain biases, and you agree to implement appropriate review processes.

Your Responsibilities When Using AI-Generated Content. Output created by our artificial intelligence tools assist Educators, but by no means replaces your professional skills and judgment. It is imperative that you review content generated by our Services and revise it to ensure it is appropriate for use. This includes, but is not limited to, the following considerations:

Use the "80-20" approach. View AI-generated content as a starting point to create draft materials (roughly 80% of the way there) that you then complete with your professional review and revisions for the last 20% of the effort.
Check for bias and accuracy. AI can occasionally produce biased, fictitious, or otherwise incorrect content. Generative AI models are not databases of knowledge, but rather an attempt to synthesize information the model has been trained on. Always double-check for bias and accuracy before sharing output with students or others.
Know the limits of AI. Our AI engine's knowledge in terms of historical events or developments may have limitations, so keep that in mind when dealing with recent topics.
Protect Privacy. Please do not include any personally identifiable information such as names, addresses, or other contact information about students, parents, or others in information you provide to our Services for processing, unless specifically permitted under your Service Order. You may be violating applicable law and/or your school's policies in doing so and it may result in the suspension or termination of your account.

Service Availability. We perform and maintain regular database backups according to the retention policy appropriate for the particular system. We incorporate database and system maintenance operations and processes designed to address data consistency, indexing, and integrity requirements that also help improve query performance. We have implemented and will maintain commercially reasonable measures intended to avoid unplanned Service interruptions. We will use commercially reasonable efforts to notify you in advance of planned Service interruptions. In the event of an unplanned Service interruption, you may contact us for Technical Support Services, as described in this Agreement. The Service depends on the availability of the Subscriber Data from you and third-party data providers. You are responsible for making the Subscriber Data available that is necessary for us to provide the Service. Notwithstanding the foregoing, you acknowledge that we are not a system of record and you are responsible for maintaining your own copies of your information.

Purchases from our Affiliates. Any of our Affiliates may execute a Service Order with you provided that such Service Order is governed by the terms and conditions of this Agreement. Neither we nor any of our Affiliates shall be responsible or liable for the actions or inactions of the other's performance of this Agreement or any Service Order. We and our Affiliates that execute a Service Order shall be severally and not jointly liable for our or their respective performance under this Agreement. You shall pay us and each Affiliate that executes a Service Order separately for the Services used and purchased from us or such Affiliate.

Hosting Functionality. You acknowledge that our Services may include making materials or content publicly available on your behalf, such as through a hosted web page or agent (such functionality, "Hosting Functionality"). If using Hosting Functionality, you acknowledge and agree that we may take down and decline to store, host, or make available, or to continue to store, host, or make available, any content or materials at any time. You agree to adhere to any acceptable use policy we may provide regarding the use of Hosting Functionality. You agree not to embed third party materials or hosted content in any material or content made available as part of the Hosting Functionality. You represent, warrant and covenant that you will not use our Hosting Functionality to cause any materials or links to be posted in violation of law, or which constitute harmful, abusive, obscene, or defamatory material, or which violate any intellectual property rights. You represent, warrant, and covenant that any content or material which you provide or post to our Hosting Functionality is your own authorship and that you have full title and rights to all such content and material. You hereby grant us an irrevocable, worldwide, royalty-free, fully paid up, fully transferrable, fully sublicensable, and unconditional right and license to reproduce, distribute, publicly perform, publicly display, and prepare derivative works from any and all content or other material which you provide or post to our Hosting Functionality. You agree that we may sublicense the foregoing rights without restriction. You agree that we may display our or our Affiliate brand or logo on Hosting Functionality.

attempt to "jailbreak" or circumvent any safety measures, guardrails, or content filters implemented in our AI models;
use prompt injection, adversarial prompting, social engineering, or other techniques designed to manipulate our AI models into producing prohibited content;
attempt to cause our AI models to generate content that violates our acceptable use policies or applicable law;
probe, test, or experiment with our AI models for the purpose of identifying vulnerabilities or bypassing safety measures;
share, distribute, publish, or teach others techniques for circumventing our AI safety measures;
use automated tools, scripts, or bots to systematically test or attack our AI model safety measures;
attempt to extract, reverse engineer, or gain unauthorized access to model weights, training data, embeddings, or proprietary algorithms;
use the Service for any commercial or non-educational purpose.

Any violation of this Section may result in immediate suspension or termination of your access to the Service.

Educational Institution Provisions. The following additional terms apply when Customer is an Educational Institution and Student Data is processed under this Agreement:

FERPA Compliance and School Official Designation. When we receive Student Data under FERPA, Customer designates us as a "school official" as defined by FERPA, to the extent of our access to Student Data that constitutes "education records" as defined by FERPA. We shall be under the direct control and supervision of Customer with respect to our use of Student Data and shall use Student Data solely to perform Services otherwise provided by Customer.

Enhanced Student Data Ownership. For the avoidance of doubt, for Student Data specifically:

Exclusive Ownership. Customer retains exclusive ownership and control of all Student Data
No Ownership Claims. We acknowledge and agree that we claim no ownership rights in Student Data
Agent Relationship. We act as Customer's agent with respect to student education records as defined under FERPA
Copies Subject to Agreement. All copies of Student Data transmitted to us, including any modifications or additions, are subject to this Agreement in the same manner as original Student Data

Authorized Use Restrictions for Student Data. Student Data shall be used solely for:

Providing the Services as outlined in the applicable Service Order
Purposes authorized under FERPA and other applicable education privacy laws
No other purpose without Customer's explicit written consent

Specific Restrictions for Student Data. We shall not:

Use Student Data for advertising or marketing purposes
Develop profiles of students for non-educational purposes
Sell Student Data to any third party
Use Student Data for any commercial purpose outside of providing Services to Customer

Law Enforcement and Legal Process. If we receive any legal process, subpoena, warrant, or government request for Student Data, we shall:

Notify Customer in advance of any compelled disclosure unless legally prohibited from doing so
Provide Customer with sufficient time to seek protective orders or other legal remedies
Limit disclosure to the minimum required by law
Refer any direct requests from parents, students, or other individuals to Customer

Professional services and technical support services

Professional Services. You may contract with us to perform Professional Services. The specific details of the Professional Services to be performed will be determined on a per-project basis, and the details for each project will be described on the Service Order. Unless otherwise specified in the applicable Service Order, any unused portion of the Professional Services and training will expire and may not be carried over after 12 months from the Service Order effective date.

Changes to Professional Services. You may reasonably request in writing that revisions be made with respect to the Professional Services set forth in a Service Order. If your requested revisions materially increase the scope of the Professional Services or the effort required to perform the Professional Services under the Service Order, then we will deliver to you a written proposal reflecting our reasonable determination of the revised Professional Services, delivery schedule, and payment schedule, if any, that applies to the requested revisions. If you approve the proposal, then the parties will execute an amendment to the Service Order. Otherwise, the then-existing Service Order will remain in full force and effect, and we will have no obligation with respect to the relevant change requests.

Technical Support Services. During an Order Term, we will provide you with the applicable Technical Support Services for the version of the Service to which you are subscribed so long as you are current in payment of the Subscription Fees (if applicable). You are responsible for providing support to Permitted Third Parties.

Your Responsibilities. You will provide assistance, cooperation, information, equipment, data, a suitable work environment, and resources as reasonably necessary to enable us to perform the Professional Services and Technical Support Services. You acknowledge that our ability to provide Professional Services as described in the Service Order and Technical Support Services may be affected if you do not meet your responsibilities as set forth above.

Feedback and Other Content. The Service may permit the submission of, or you, your Affiliates, and Permitted Third Parties may otherwise provide, feedback, technical support information, suggestions, enhancement requests, recommendations, and messages directly relating to the use, feature, functions or operation of the Service ("Feedback"). Except as otherwise prohibited or limited by applicable law or herein, and notwithstanding Section 7 (CONFIDENTIAL INFORMATION) and Section 8 (DATA), you grant to us a royalty-free, fully paid, non-exclusive, perpetual, irrevocable, worldwide, transferable license to display, use, copy, modify, publish, perform, translate, create derivative works from, sublicense, distribute, and otherwise exploit Feedback without restriction.

Fees and payment

Fees and Payment Terms. Unless otherwise specified in a Service Order, the Subscription Fees for the initial Order Term and Professional Service fees set forth in the Service Order are invoiced upon execution of the Service Order and thereafter annually at the then-current rate for the Service or as otherwise specified in a Service Order. Unless otherwise specified in the Service Order, all Subscription Fees are paid in advance for the full Order Term and are non-refundable except in the case of our uncured material breach resulting in your termination of this Agreement. Fees for additional Service quantities (e.g., additional users, API calls, or model access) and Professional Services will be invoiced at the time of the increase or order, unless otherwise agreed in writing by the parties. You will pay all amounts in full within 45 days after the invoice date unless specified otherwise in the Service Order. The charges in an invoice will be considered accepted by you unless we are notified of a good faith dispute in writing within 15 days of the date of the invoice. Unless expressly provided otherwise in a Service Order, all amounts payable under this Agreement are denominated in local currency in which you are located, and you will pay all such amounts in such local currency. Unless otherwise negotiated and noted on the Service Order, each annual renewal is subject to a 5% increase in fees.

Expenses. You shall reimburse the Company for all customary travel expenses incurred by our personnel in performing Professional Services or Technical Support Services, if any, in accordance with our travel policy.

Late Payment. Except to the extent prohibited by applicable law, any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable usury law, whichever is less, determined and compounded monthly from the date due until the date paid. Except to the extent prohibited by applicable law, you will reimburse any costs or expenses (including, but not limited to, reasonable attorneys' fees) incurred by us to collect any amount that is not paid when due. Amounts due from you under this Agreement may not be withheld or offset by you against amounts due to you for any reason.

Taxes. The fees stated in a Service Order do not include local, state, federal, or foreign taxes (e.g., value-added, sales, or use taxes), or fees, duties, or other governmental charges resulting from this Agreement ("Taxes"). You are responsible for paying all applicable Taxes, if any. If we determine that we have the legal obligation to pay or collect Taxes, we will add such Taxes to the applicable invoice and you will pay such Taxes, unless you provide us with a valid tax exemption certificate from the appropriate taxing authority. If a taxing authority subsequently pursues us for unpaid Taxes for which you are responsible under this Agreement and which you did not pay to us, we may invoice you and you will pay such Taxes to us or directly to the taxing authority, plus all applicable interest, penalties and fees.

Future Functionality. Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features.

Term and termination

This Agreement shall commence on the Effective Date and shall continue unless earlier terminated as expressly provided in this Agreement. UNLESS OTHERWISE SPECIFIED ON THE SERVICE ORDER, an Order Term shall commence upon the effective date of the applicable Service Order and shall continue for twelve (12) months thereafter (the "Initial Term"). In the event you place additional Service Orders for the same Service, we may adjust the duration of the additional Order Terms to co-terminate with the Order Terms for that Service.

UNLESS PROHIBITED BY LAW OR UNLESS PROVIDED OTHERWISE IN THE APPLICABLE SERVICE ORDER, Orders shall automatically renew for up to two (2) additional twelve (12) month terms (each a "Renewal Term"). After the completion of the Initial Term and two (2) Renewal Terms (totaling thirty-six (36) months), this Agreement and all Service Orders hereunder shall expire unless the parties execute a new agreement or amendment extending the term.

Termination. Either party may terminate this Agreement if the other party does not cure its material breach of this Agreement within 30 days of receiving written notice of the material breach from the non-breaching party. A breach of this Agreement by your Affiliate, Authorized User or a Permitted Third Party will be treated as a breach by you. Termination in accordance with this Subsection will take effect when the breaching party receives written notice of termination from the non-breaching party, which notice must not be delivered until the breaching party has failed to cure its material breach during the 30-day cure period. Upon payment of Subscription Fees for an Order Term, you have purchased a non-refundable license to use the Services for the entirety of that Order Term. If you terminate this Agreement for our uncured material breach, as your exclusive remedy, we will provide you a pro-rata refund of all prepaid but unused Subscription Fees for the remainder of the then-current term.

Suspension Rights. If you fail to timely pay any Subscription Fees or Professional Services Fees, we may, without limiting any of our other rights or remedies, elect to suspend performance of the Service, Professional Services, and Technical Support Services until we receive all amounts due, or terminate this Agreement pursuant to this Subsection. Further, if any Authorized User violates this Agreement or our policies, attacks other users, uses the Services to violate state or federal law, including FERPA, or sends or generates content that is prohibited by law, we may suspend that user immediately and notify you in writing. We may reinstate that Authorized User at our discretion.

Pricing Concessions. If the Customer terminates this Agreement or any Service Order for any reason other than an uncured breach; that Customer shall pay us, as liquidated damages and not as a penalty, an amount equal to: (a) all accrued and unpaid fees through the effective date of termination; plus (b) any pricing concessions, discounts, or reductions from our then-current retail pricing that Customer received during the term of this Agreement or the applicable Service Order, calculated as the difference between the retail price and the discounted price Customer paid, multiplied by the number of months Customer received such concessions. The parties agree that such liquidated damages represent a reasonable estimate of our actual damages resulting from early termination, including lost profits and pricing concession recovery, and that actual damages would be difficult to determine.

Post-Termination Obligations. If this Agreement is terminated for any reason: (a) we have no obligation to provide or perform any Service, Professional Services, or Technical Support Services after the effective date of the termination; (b) you will immediately pay to us any uncontested Subscription Fees, Professional Services Fees, and other amounts that have accrued prior to the effective date of the termination; (c) any and all liabilities accrued prior to the effective date of the termination will survive; (d) you will provide us with a written certification signed by your authorized representative certifying that all use of the Service and Documentation by you, your Affiliates, and Permitted Third Parties has been discontinued and the Client Software has been de-installed from your and your Affiliates' computer systems; and (e) Sections and Subsections 1, 2.2, 3.8, 3.9, 4.5, 5, 6.4, 7, 8.5, 8.6, 8.7, 8.8, 9.3, 10, 11, 12, 13, 14 and 15 will survive termination.

Confidential information

Definition. "Confidential Information" means non-public business information, know-how, and trade secrets in any form, including information regarding our product plans, AI models, algorithms, Beta Versions, terms of this Agreement, and any other information a reasonable person should understand to be confidential, which is disclosed by or on behalf of either party or its Affiliates to the other party or its Affiliates, directly or indirectly, in writing, orally, or by inspection of tangible objects, and whether such information is disclosed before or after the Effective Date specified on the Service Order. Confidential Information includes this Agreement and its terms. "Confidential Information" excludes information that (a) is publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party through no action or inaction of the receiving party; (b) is already in the possession of the receiving party at the time of disclosure by the disclosing party, as shown by the receiving party's files and records; (c) is obtained by the receiving party from a third party without a breach of the third party's obligations of confidentiality; (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, as shown by documents and other competent evidence in the receiving party's possession; or (e) is intended by you in the context of our Services for public display or distribution.

Maintenance of Confidentiality. The party receiving Confidential Information hereunder agrees to take reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, but not less than reasonable care, to prevent the unauthorized duplication or disclosure of the Confidential Information to third parties without the disclosing party's prior written consent. The receiving party may disclose the disclosing party's Confidential Information to the receiving party's employees or agents who reasonably need to have access to such information to perform the receiving party's obligations under this Agreement, and who will treat such Confidential Information under the terms of this Agreement. Provided that such Permitted Third Party is bound by obligations of confidentiality and nonuse no less restrictive than the terms of this Agreement, you may disclose our Confidential Information to a Permitted Third Party solely to the extent required for such Permitted Third Party to be able to access and use the Service pursuant to this Agreement. Also, we may disclose this Agreement to actual and potential investors and funding sources and their representatives, in each case who contractually agree to hold it in confidence in the same or a similar manner. The receiving party may disclose the disclosing party's Confidential Information if required by law, including but not limited to public records laws, so long as the receiving party gives the disclosing party written notice of the requirement prior to the disclosure (where permitted) and reasonable assistance at the disclosing party's expense, in limiting disclosure or obtaining an order protecting the information from public disclosure.

Data Return Upon Termination. Upon termination or expiration of this Agreement, or upon your written request during the term of this Agreement, we will provide you with the ability to export and download your Subscriber Data in a commonly used, machine-readable format (such as CSV, JSON, or XML) for a period of sixty (60) days following termination. For Educational Institution Customers, this period applies specifically to Student Data and we will cooperate with any lawfully required extended retention periods. We will use commercially reasonable efforts to facilitate the orderly transition of your Subscriber Data. After the sixty (60) day period, or following your written request, we will purge your Subscriber Data and your Service environment from our systems, except as required by law or our standard backup retention policies.

Return of Materials and Effect of Termination. Following expiration or termination of this Agreement, upon request from you, we will purge your Subscriber Data and your Service environment from our systems. The obligations in this Section 7 survive for three years following expiration or termination of this Agreement, except that Confidential Information that constitutes a trade secret of the disclosing party will continue to be subject to the terms of this Section 7 for as long as such information remains a trade secret under applicable law.

Injunctive Relief. The receiving party acknowledges that the remedy at law for any breach or threatened breach of this Section 7 shall be inadequate and that the disclosing party shall be entitled to seek injunctive relief against any such breach or threatened breach, without posting any bond or showing of irreparable harm, in addition to any other remedy available to it.

Survival. In the event this Agreement is terminated for any reason, this Section 7 will survive; trade secrets will remain confidential in perpetuity.

Data

Data Security. This section 8.1 applies only if we agree to receive Regulated Data from you in an applicable Service Order under this Agreement. If we receive Regulated Data under FERPA, then you agree that we are deemed a "school official," as defined by FERPA, to the extent of our access to Subscriber Data that constitutes "student records" as defined by FERPA. We implement and maintain physical, electronic, and managerial procedures intended to protect against the loss, misuse, unauthorized access, alteration, or disclosure of Subscriber Data. These measures include encryption of Subscriber Data and authentication credentials both at rest and during transmission to the Service. We will notify you of any unauthorized access to, or use of, Subscriber Data that comes to our attention. We maintain our then-current information security policies at www.classcloud.ai/security. You acknowledge and agree that you have had an opportunity to review this security documentation and determined that it is suitable for your purposes.

Data Breach. In the event of unauthorized access or acquisition of Subscriber Data from systems under our management and control (a "Breach"), we will promptly notify you, provide information about the Breach, and make reasonable efforts to mitigate damages resulting therefrom. Unless otherwise required by law, we will not transmit any notification to your constituents in relation to a Breach without your prior approval (which shall not be unreasonably withheld).

Data Transmission. You acknowledge that use of the Service involves transmission of Subscriber Data and other communications over the Internet and other networks, and that such transmissions could potentially be accessed by unauthorized parties. You must protect your Authorized User login names, passwords, and API keys from access or use by unauthorized parties, and are solely responsible for any failure to do so. You must promptly notify us of any suspected security breach of such authorization credentials at privacy@classcloud.ai.

Data Content. You are solely responsible for the availability, accuracy, appropriateness, or legality of Subscriber Data or any other information you may provide using the Service. You acknowledge that we may not be able to independently determine, and we do not monitor, whether any Subscriber Data constitutes Regulated Data. Under some Service Orders, we may agree to receive Regulated Data from you in connection with our provision of Services. You agree not to otherwise provide Regulated Data to the Services. Where we agree to receive Regulated Data, the additional terms in our data processing addendum will apply, which is found at www.classcloud.ai/dpa and may be updated by us from time to time. Where Regulated Data is required to provide the Services, you agree to ensure only the minimally necessary amount of such Regulated Data is provided to us to enable us to provide the Services. You further represent and warrant that you will comply, and will ensure that Authorized Users comply with, with all applicable laws, regulations, self-regulatory guidelines, and your and our privacy policies with respect to the collection, transfer, and use of any Regulated Data in connection with the Service, and submission of such Regulated Data to us for our use as described in this Agreement.

Your Data Ownership. You retain all right, title, and interest in and to your Subscriber Data. We acknowledge and agree that:

You are the sole owner of all Subscriber Data;
We process Subscriber Data solely on your behalf and in accordance with your lawful instructions;
We claim no ownership rights in Subscriber Data;
Any student education records remain under your exclusive control and ownership; and
We act as your agent with respect to student education records as defined under FERPA.

Data Rights. You represent that you have all rights and title, including intellectual property, to Subscriber Data. You agree that Usage Data is our property. You will not claim any ownership in Usage Data. You grant us a non-exclusive, worldwide, royalty-free license to use, copy, transmit, sub-license, index, store, aggregate, and display Subscriber Data to provide or perform the Service, Technical Support Services, account management services, and Professional Services, and to publish, display, and distribute de-identified, aggregated information derived from Subscriber Data and from your use of the Service for purposes of improving our products and services, and developing, displaying, and distributing benchmarks and similar reports, provided that any such data is not publicly identified or identifiable as originating with or associated with you, nor possible of being identified to any individual person.

Derivative and Inferential Data. Any Derivative Data that can be specifically attributed to your institution or that contains information that could reasonably identify your institution shall remain your property. General insights, trends, or analytics that cannot be attributed to any specific customer and that are based on aggregated data from multiple customers may be retained and used by us for service improvement purposes.

AI Model Improvement. We may use properly de-identified and aggregated Derivative Data to train and improve our AI models, provided that: (i) such data cannot be used to identify individual students, staff, or your institution; (ii) the data is aggregated with data from multiple institutions; and (iii) we implement appropriate technical safeguards to prevent re-identification.

Your Rights. Upon reasonable request, we will provide you with information about what Derivative Data has been created from your Subscriber Data and how it is being used, subject to protection of our proprietary methodologies and trade secrets.

Data Retention Policies. We have different data backup and retention policies depending on the Services you purchased. You may view our policies at www.classcloud.ai/dpa (Data Processing Addendum), which we may update from time to time at our discretion. If any change in our policies would cause the loss of any Subscriber Data, we will notify you in advance to allow you to export Subscriber Data you may need.

Training Data. You acknowledge that we may use de-identified and aggregated data derived from your use of the Services to improve our AI models and services, provided such use does not identify you or any individual. We will not use your Subscriber Data to train AI models that could be accessed by other customers unless such data has been properly de-identified and aggregated.

Student Data Storage Location. Where required by applicable law, Student Data shall be stored within the United States. Upon request, we will provide you with a list of locations where Student Data is stored.

Enhanced Audit Rights for Educational Institutions. Educational Institution Customers may, no more than once per year or following any unauthorized access to Student Data. In order to submit an audit request, Customer must submit a written request with at least ten (10) business days' notice. The scope of the audit is limited to auditing our security and privacy measures protecting Student Data. We will provide reasonable access to facilities, staff, and records pertaining to Student Data protection. Customer must also execute appropriate confidentiality agreements to our satisfaction. Failure to reasonably cooperate shall be deemed a curable material breach.

Enhanced Breach Notification for Student Data. In the event of unauthorized access to Student Data, we shall notify Customer within seventy-two (72) hours of confirmation of the incident unless we have a reasonable belief that notification would disrupt an active law enforcement investigation, in which case notification shall be made within reasonable time after incident. Customer shall provide notice to affected staff, affiliates, students, parents, or guardians.

Required Information: We will disclose to you, at a minimum:

Contact information of reporting Customer
Types of personal information involved
Date of breach (actual, estimated, or date range)
Whether notification was delayed due to law enforcement investigation
General description of breach incident

Warranties

Mutual Warranties. Each party represents and warrants to the other that:

this Agreement constitutes a valid and binding agreement enforceable against such party in accordance with its terms; and
no authorization or approval from any third party is required in connection with such party's execution and delivery of the Service Order, or performance of this Agreement.

Our Warranties. We warrant that the Service as delivered to you will materially conform to the specifications set forth in the Documentation or applicable Service Order, during the Order Term. You must notify us of a claim under this warranty within 90 days of the date on which the condition giving rise to the claim first appears. To the extent permitted by applicable law, your sole and exclusive remedy arising out of or in connection with a material breach of warranty is limited to correction of the non-conforming Service or re-performance of the Professional Service, as applicable, or if correction or re-performance is not commercially reasonable, termination of the applicable Service Order and a refund of any prepaid unused fees for the applicable Service or Professional Services.

Your Warranties. You represent, warrant, and covenant that:

you will comply with all laws and regulations, including those applicable to your provision of data, Third Party Services, and your use of the Services, as applicable;
you will at all times provide us and other users with accurate and complete information;
Subscriber Data does not violate, infringe or misappropriate the rights of any third party;
nothing you or any of your Authorized Users upload to the Services will include, transmit or introduce any viruses, trojan horses, worms, spyware or other destructive or malicious code; and
you have obtained, and will maintain at all times, all necessary or appropriate consents, licenses, authorizations, permits or rights in or to any Subscriber Data sufficient to provide such data and content to us for our use in providing the Services and as permitted or required by this Agreement and that the Software is suitable for your purposes.

Disclaimers

GENERAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED HEREIN, NEITHER PARTY MAKES ANY ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SERVICE OR DOCUMENTATION. WE DO NOT WARRANT THAT THE SERVICE OR DOCUMENTATION IS ERROR-FREE OR THAT OPERATION OR USE OF THE SERVICE OR DOCUMENTATION WILL BE SECURE OR UNINTERRUPTED. WE EXERCISE NO CONTROL OVER AND EXPRESSLY DISCLAIM ANY LIABILITY ARISING OUT OF OR BASED UPON THE ACCURACY OF SUBSCRIBER DATA OR THE RESULTS OF USE OF THE SERVICE OR DOCUMENTATION. WE EXPRESSLY DISCLAIM ANY WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF AI-GENERATED OUTPUTS OR THAT SUCH OUTPUTS WILL MEET YOUR SPECIFIC REQUIREMENTS.

AI-SPECIFIC DISCLAIMERS. ARTIFICIAL INTELLIGENCE MODELS ARE PROBABILISTIC AND MAY PRODUCE UNPREDICTABLE, INACCURATE, INCOMPLETE, OR BIASED OUTPUTS. WE DO NOT WARRANT THAT AI-GENERATED CONTENT WILL BE FREE FROM ERRORS, OMISSIONS, OR INFRINGEMENT OF THIRD-PARTY RIGHTS. YOU ACKNOWLEDGE THAT AI OUTPUTS SHOULD BE REVIEWED AND VALIDATED BEFORE USE IN CRITICAL EDUCATIONAL APPLICATIONS.

Intellectual property infringement indemnification

Defense of Infringement Claims. We will, at our expense, either defend you from or settle any claim, proceeding, or suit brought by a third party ("Claim") against you alleging that your use of the Service infringes or misappropriates any U.S. patent, copyright, trade secret, trademark, or other intellectual property right (such rights, "IP Rights"). As a condition of our obligation under the previous sentence, you must:

give us prompt written notice of the Claim;
grant us full and complete control over the defense and settlement of the Claim;
provide assistance in connection with the defense and settlement of the Claim as we may reasonably request; and
comply with any settlement or court order made in connection with the Claim. You will not defend or settle any Claim under this Subsection 11.1 without our prior written consent. You may participate in the defense of the Claim at your own expense and with counsel of your own choosing, subject to our sole control over the defense and settlement of the Claim as provided above.

Indemnification of Infringement Claims. We will indemnify you and your Affiliates from and pay: (a) all judgments finally awarded against you and your Affiliates in any Claim under Subsection 11.1; and (b) all amounts that we agree to pay to any third party to settle any Claim under Subsection 11.1.

Exclusions from Obligations. We have no obligation under this Section 11 for any infringement or misappropriation to the extent that it arises out of or is based upon (a) use of the Service in combination with other products or services; (b) any aspect of the Service configured specifically for you to comply with designs, requirements, or specifications required by or provided by or on your behalf; (c) use of the Service by you, any Affiliate, or any Permitted Third Party outside the scope of the rights granted in this Agreement; (d) failure of you, any Affiliate, or any Permitted Third Party to use the Service in accordance with instructions provided by Us; or (e) any modification of the Service not made or authorized in writing by Us.

Infringement Remedies. In the defense or settlement of any infringement Claim, we may, at our sole option and expense: (a) procure for you a license to continue using the Service; (b) replace or modify the allegedly infringing technology to avoid the infringement; or (c) if the foregoing are not commercially feasible in our sole judgment, then terminate your license and access to the Service and refund any prepaid, unused Service fees as of the date of termination. To the extent permitted by applicable law, this Section 11 states our sole and exclusive liability, and your sole and exclusive remedy, for the actual or alleged infringement or misappropriation of any third-party intellectual property right by the Service.

Indemnification

Defense. To the extent permitted by applicable law, You will defend, hold harmless, indemnify, and keep indemnified us and our Affiliates from any actual or threatened third-party Claim arising out of or based upon (a) use of the Service by you, your Affiliates, or Permitted Third Parties, except for our defense and indemnity obligations under Section 11.1; (b) the Subscriber Data or other content, materials or information provided by you or on your behalf under this Agreement; and (c) any violation of your representations, warranties, or covenants hereunder. We will give you prompt written notice of the Claim and provide assistance in connection with the defense and settlement of the Claim as you may reasonably request at your expense. We may participate in the defense of any Claim at our own expense and with counsel of our own choosing. We may assume control of the defense hereunder at any time by providing notice to you through any reasonable means. You may not settle any claim against us, or admit any fault on our behalf, except with our prior, written consent.

Indemnification. To the extent permitted by applicable law, You will indemnify us from and pay:

all damages, costs, and attorneys' fees finally awarded against us in any Claim under Subsection 12.1;
all out-of-pocket costs, including reasonable attorneys' fees reasonably incurred by us in connection with the defense of a Claim under Subsection 12.1; and
all amounts that you agree to pay to any third party to settle any Claim under Subsection 12.1.

Limitations of liability

Disclaimer of Indirect Damages. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES, OR FOR LOSS OF DATA OR USE THEREOF, OR FOR LOST PROFITS OR LOSS OF BUSINESS ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF THE PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

Cap on Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL OUR TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID BY YOU UNDER THIS AGREEMENT DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM.

Independent Allocations of Risk. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY US TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.

Third party services

Integration; Permissions. The Services may contain features or capabilities designed to interoperate with products, services, or technologies provided by you or your third-party contractors or providers ("Third Party Services"). Third Party Services include student information systems that you may operate or separately purchase from third parties. If you integrate or direct us to integrate the Services with any Third Party Services, you acknowledge that such Third Party Services might access or use Subscriber Data and you permit the Third Party Services to access or use Subscriber Data. We may also act on your behalf in order to access, retrieve, and/or download certain data files or documents from third parties necessary to provide the Service(s). You acknowledge and agree that we are not responsible for the acts or omissions of Third Party Services.

Disclaimer. You are solely responsible for the use of such Third Party Services and the impact such use may have on the Services (adverse or otherwise) and any data loss or other losses that may occur as a result of using any such Third Party Services. You represent, warrant and covenant that your use of any integration or interoperability between the Services and Third Party Services, and activity of ours authorized by you with respect to such Third Party Services, complies with the terms of use for those Third Party Services. To the extent permitted by applicable law, we make no warranty or guarantee with regards to any such interoperation, any Third Party Services, or the continued availability of such features, and may cease providing such features for any reason without incurring fault or liability, for example and without limitation if, the provider of the Third Party Services ceases to make the Third Party Services available for interoperation with the Services. Any cessation of such features will not entitle Customer to any refund of Services Fees or other compensation.

General

Insurance. We will during the Term maintain (a) comprehensive general liability and property insurance with limits not less than One Million Dollars ($1,000,000); and (b) cyber insurance with limits not less than Two Million Dollars ($2,000,000).

Access by Competitors. You may not access the Service if you are our direct competitor, or to develop a product for your own use, except with our prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purpose.

Export Controls. The export of the Service or Client Software may be subject to restrictions under United States and foreign laws. You shall not export the Service or Client Software, in whole or in part, to any country outside the United States, whether in tangible or electronic form, via access through some telecommunications method (such as through the Internet or via a dedicated dial-up line accessible from a country outside of the United States), or by disclosing the Service or Client Software to a foreign national, without our prior written consent of us and then only in compliance with all applicable United States and foreign laws and regulations.

Relationship. Generally, we will act as an independent contractor (and not as the agent or representative of you) in the performance of this Agreement. However, we may act as your agent in the event you specifically ask us to do so in order to fulfill a function on your behalf (e.g. downloading data from a third party) or to fulfill our requirements under FERPA if you are an Educational Institution.

Publicity. We reserve the right to use your name and trademark as a reference for marketing and promotional purposes from time to time on our website and in other communications with our existing and prospective customers. You may opt out of this use at any time by writing to us.

Assignment and Delegation. You may not assign any of your rights or delegate any of your obligations under this Agreement (in whole or in part) without our prior written consent, except in connection with a merger or by operation of law. Your assignment or delegation will not relieve you of your obligations under this Agreement nor release you of your liability under this Agreement. We may assign any of our rights or delegate any of our obligations under this Agreement without your consent, including in connection with: (a) any merger, acquisition, sale of assets, or change of control involving us; (b) any corporate reorganization, consolidation, or similar transaction; or (c) by operation of law. Any purported assignment or delegation in violation of this Subsection will be null and void. Subject to this Subsection, this Agreement will bind and inure to the benefit of each party's respective permitted successors and permitted assigns.

Subcontractors. We may use subcontractors or other third parties in carrying out our obligations under this Agreement and any Service Order.

Notices. Any notice required or permitted to be given in accordance with this Agreement will be effective if it is in writing and sent by certified or registered mail, or overnight courier, return receipt requested, to the appropriate party at the address set forth in the Service Order and with the appropriate postage affixed. Either party may change its address for receipt of notice by notice to the other party in accordance with this Subsection. Notices are deemed given two business days following the date of mailing or one business day following delivery to a courier.

Force Majeure. To the extent permitted by applicable law, neither party will be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond its reasonable control, so long as that party uses commercially reasonable efforts to avoid or remove the causes of non-performance.

Governing Law; Venue. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Mississippi, U.S.A., without reference to its choice of law rules, and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. Any disputes, actions, claims, or causes of action arising out of or in connection with this Agreement shall be exclusively heard in the federal or state courts in Ridgeland, Mississippi.

Public Institution Provision. If you are a public institution or instrumentality of the state, we acknowledge that you enter into this Agreement and any other agreements only to the extent authorized by applicable governing law. Any provisions in this Agreement or any Service Order that are not authorized or inconsistent with applicable governing law or any legally binding attorney general opinions interpreting applicable governing law, now or at any time in the future, are and shall be deemed invalid and unenforceable.

No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement, including your Affiliates, Permitted Third Parties, or Authorized Users.

Waiver. Failure, neglect, or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time, will not be construed as a waiver of the party's rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice the party's right to take subsequent action. Exercise or enforcement by either party of any right or remedy under this Agreement will not preclude the enforcement by the party of any other right or remedy under this Agreement or that the party is entitled by law to enforce.

Modifications. We may modify this Agreement from time to time. For material modifications, we will provide you with at least thirty (30) days advance written notice. If you do not terminate your Agreement within thirty (30) days of receiving notice of material modifications, your continued use of the Service following the effective date will indicate your acceptance. For immaterial modifications (such as updates to contact information, minor clarifications, or changes required by law), we will post the updated Agreement and such changes will be effective upon publication. We will notify you of all modifications by email and by posting notice on our website.

Customer-Specific Modifications. This Agreement may also be modified by mutual written agreement through mutually signed amendments, riders, or Service Order addenda. Any such modifications shall be binding only on the specific parties who execute them.

Precedence. In the event of any conflict between the terms of this Agreement and other documents, the following order of precedence shall apply (highest to lowest): (1) signed amendments/riders, (2) Service Order terms, (3) this Master Services Agreement.

Disputes arising under this Agreement will be resolved in accordance with the version of this Agreement that was in effect at the time the dispute arose.

Severability. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. If any material limitation or restriction on the use of the Service under this Agreement is found to be illegal, unenforceable, or invalid, your right to use the Service will immediately terminate.

Headings. Headings are used in this Agreement for reference only and will not be considered when interpreting this Agreement.

Counterparts. The Service Order may be executed in any number of identical counterparts, notwithstanding that the parties have not signed the same counterpart, with the same effect as if the parties had signed the same document. All counterparts will be construed as and constitute the same agreement. The Service Order may also be executed and delivered by facsimile or electronically and such execution and delivery will have the same force and effect of an original document with original signatures.

Interpretation. For purposes of this Agreement, (a) the words "include," "includes" and "including" will be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto" and "hereunder" refer to this Agreement as a whole. Should any provision of this Agreement require judicial interpretation, the parties agree that the court interpreting or construing the same may not apply a presumption that the terms of this Agreement will be more strictly construed against one party than against another.

Entire Agreement. This Agreement (including the Service Orders hereunder) and all exhibits hereto (or to a Service Order hereunder) contain the entire agreement of the parties with respect to the subject matter of this Agreement and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to said subject matter, including any prior Nondisclosure Agreement between the parties or their Affiliates. If there is a conflict between the terms of this Agreement and a Service Order, the terms of Service Order will control. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement. Neither party will be bound by, and specifically objects to, any term, condition, or other provision that is different from or in addition to this Agreement (whether or not it would materially alter this Agreement) that is proffered by the other party in any acceptance, confirmation, invoice, purchase order, receipt, correspondence, or otherwise, unless each party mutually and expressly agrees to such provision in writing.