IMPORTANT – – READ CAREFULLY:

This Master Software License and Services Agreement (this “Agreement”) is a legally binding contract between the Licensee identified in the applicable Purchase Order (“Licensee”) and FolioCollaborative, Inc. (“Licensor”). This Agreement governs Licensee’s access to and use of the Software, including all tier entitlements, AI-powered features, and student survey modules. By accessing or using the Software, you represent that you are an Authorized User and you acknowledge that you have read, understood and agree to be bound by this agreement. 

1. DEFINITIONS

The following capitalized terms used in this Agreement shall have the meanings set forth below: 

1.1 “Applicable Privacy Laws” means all federal and state laws applicable to the privacy and security of data collected from K-12 students referenced in this Agreement and associated Purchase Order , including but not limited to the Family Educational Rights and Privacy Act (FERPA) (20 U.S.C. § 1232g), the Children’s Online Privacy Protection Act (COPPA) (15 U.S.C. §§ 6501–6506), the Protection of Pupil Rights Amendment (PPRA) (20 U.S.C. § 1232h), the California Student Online Personal Information Protection Act (SOPIPA) (Cal. Bus. & Prof. Code § 22584), and California Education Code Section 49073.1.

1.2 “Authorized User(s)” means (i) the faculty, administrators, and staff of the Licensee, and (ii) for the limited purpose of completing school-authorized surveys, the enrolled K-12 students of the Licensee.

1.3 “Customer Data” means all electronic data or information submitted by Licensee or its Authorized Users to the Software, including “Student Data” (defined as any personally identifiable information, pupil records, student-generated text responses, or quantitative data collected from students).

1.4 “Documentation”means any manuals, instructions and other documents relating to the use, operation or maintenance of the Software, including the online help or end user manuals that describe the functions and operation of the Software and are furnished to Licensee by Licensor under this Agreement.

1.5 “Generative AI Features” means any tools, modules, or features within the Software powered by foundation models (leveraged securely via enterprise-grade systems such as Amazon Web Services Bedrock) that process Customer Data to generate summaries, insights, reports, or data analysis.

1.6 “Software” means the cloud-based, web-accessible application known as Folio hosted and managed by Licensor.

2. SAAS LICENSE & ACCESS

2.1 License Grant: Subject to the terms and conditions of this Agreement, Licensor grants Licensee a limited, non-exclusive, non-transferable, revocable right and license, without the right to sublicense, to permit its Authorized Users to access and use the Software and Documentation solely for Licensee’s internal, educational, and administrative purposes during the Term.

3. ARTIFICIAL INTELLIGENCE & DATA PRIVACY

3.1 AI Data Isolation and Model Training Guarantee

Licensor utilizes enterprise-grade cloud environments (including AWS Bedrock) to provide Generative AI Features.

3.1.1 No Model Training: Licensor explicitly covenants and warrants that Customer Data (including raw student narrative or quantitative survey responses) submitted to or processed by the Generative AI Features will not be used to train, retrain, or improve any third-party or foundation large language models (LLMs).

3.1.2 Data Isolation: Customer Data processed by AI features is isolated within Licensor’s secure cloud boundaries during inference and is treated as strictly Confidential Information under Section 6.

3.2 K-12 Student Survey Compliance & Data Protection

Because Licensee utilizes the Software to administer surveys to K-12 students, the parties agree to the following mandatory compliance controls:

3.2.1 COPPA Consent Representation: To the extent that Licensee administers surveys to students under the age of thirteen (13), Licensee hereby represents and warrants that it has the authority to act, and is acting, as an agent for the parents/legal guardians of such students, providing consent to Licensor for the collection and processing of such data strictly for the school’s educational benefit.

3.2.2 FERPA & California “School Official” Status: The parties agree that Licensor acts as a “School Official” with a legitimate educational interest under FERPA and California Education Code Section 49073.1. Licensor operates under the direct control of the Licensee with respect to the use and maintenance of Student Data.

3.2.3 Data Ownership & Targeted Advertising Prohibition: Licensee retains absolute ownership and control of all Student Data. Licensor is strictly prohibited from using Student Data to engage in targeted advertising, amassing student digital profiles for commercial purposes, or selling/disclosing student records to third parties.

3.2.4 Student-Generated Content Retention: In compliance with California student frameworks, students retain possession and control of student-generated content (such as narrative survey text). Upon written request by an authorized school administrator, Licensor shall assist the Licensee in exporting or transferring an individual student’s records to a format designated in Section 10.6.

3.2.5 Correction Procedures: In the event that a parent, legal guardian, or eligible student wishes to challenge or correct any inaccuracies within data captured by the platform, the request must be submitted directly to the Licensee school. Upon validation by the Licensee, Licensor will work cooperatively to correct, update, or remove the erroneous entry within a commercially reasonable timeframe.

4. TERM, MULTI-YEAR DISCOUNTS, & TERMINATION

4.1 Term and Automatic Renewal

4.1.1 Term Mechanics: This Agreement commences on the effective date set forth in the Purchase Order and continues for the initial period specified therein (the “Initial Term”). Unless otherwise stated in the Purchase Order, this Agreement will automatically renew for successive one (1) year periods (“Renewal Terms”) unless either party provides written notice of non-renewal at least twenty (20) days prior to the expiration of the then-current term.

4.2 Early Termination Discount Clawback (Liquidated Damages)

The parties acknowledge that Licensor offers reduced subscription pricing in exchange for a multi-year commitment (e.g., a 3-year contract).

4.2.1 Clawback Provision: If Licensee terminates this Agreement for convenience prior to the expiration of a multi-year Initial Term, or if Licensor terminates this Agreement for cause due to Licensee’s material breach, Licensee shall immediately pay to Licensor a lump-sum amount equal to the total dollar value of the promotional discounts received by Licensee covering the period from the start of that multi-year term up to the effective date of termination. The parties explicitly agree under Maryland law that this clawback constitutes an enforceable liquidated damage remedy to compensate Licensor for its lost pricing economics and is not a penalty.

4.3 Termination for Cause & Late Interest

4.3.1 Material Default Cure Window: Either party may terminate this Agreement if the other party materially breaches any provision and fails to cure such breach within thirty (30) days following written notice. Any amounts payable by Licensee that are not paid to Licensor when due shall bear interest at a rate of one and one-half percent (1.5%) per month from the due date until paid, or the maximum amount permitted by applicable law, whichever is lower. For material breaches stemming from the non-payment of fees, the contract default cure window is strictly reduced to ten (10) days following written notice.

5. USE RESTRICTIONS

Licensee shall not, and shall ensure its Authorized Users do not:

5.1 Code Exposure: Reverse engineer, decompile, or attempt to discover the source code of the Software.

5.2 Intellectual Duplication: Copy, frame, mirror, or create derivative works based upon the Software or its user interface.

5.3 Competitive Access: Access the Software to build a competitive product, or scrape data from the interface.

5.4 Malicious Transmissions: Use the Software to store or transmit malicious code, viruses, or unlawful/infringing material.

5.5 Credential Sharing: Permit any third parties (other than Authorized Users) to log into or utilize the platform.

6. CONFIDENTIALITY

6.1 Obligation of Care: Each party agrees to protect the other’s Confidential Information with at least the same degree of care it uses for its own proprietary information (but never less than a reasonable standard of care). Customer Data is explicitly deemed Confidential Information of the Licensee. If Licensee is required by a valid legal order to disclose Licensor’s confidential software documentation, Licensee shall provide Licensor with prompt written notice so that Licensor may seek a protective order.

7. OWNERSHIP OF INTELLECTUAL PROPERTY

7.1 Title and Interests: Licensor retains all right, title, and interest in and to the Software, Documentation, and all algorithms, configurations, modifications, and developments made to the platform, including any metadata or anonymized metrics generated by platform usage. Licensee retains absolute ownership of all Customer Data.

8. WARRANTIES AND DISCLAIMERS

8.1 Mutual Warranties

8.1.1 Authority and Safeguards: Each party represents that it has the legal power and authority to enter into this Agreement. Licensor warrants that it will use industry-standard administrative, physical, and technical safeguards to protect the security and integrity of Customer Data.

8.2 Disclaimer

8.2.1 Core Liability Disclaimer: EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SOFTWARE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. LICENSOR DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SAAS PLATFORM OR AI INTEGRATIONS WILL BE COMPLETELY ERROR-FREE, UNINTERRUPTED, OR ABSOLUTELY SECURE.

9. LIMITATION OF LIABILITY & INDEMNIFICATION

9.1 Limitation of Liability

9.1.1 Damages Ceiling: TO THE MAXIMUM PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, OR DATA) ARISING OUT OF THIS AGREEMENT. EXCEPT FOR LICENSEE’S DISHONESTY, INTENTIONAL MISCONDUCT, OR OUTSTANDING PAYMENT OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE TOTAL LIABILITY EXCEED THE TOTAL FEES ACTUALLY PAID BY LICENSEE TO LICENSOR IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

9.2 Indemnity

9.2.1 Licensor Intellectual Property Indemnity: Licensor shall defend and indemnify Licensee against any third-party claims alleging that the Software, when used in accordance with this Agreement, infringes a valid U.S. copyright, trademark, or patent.

9.2.2 Licensee Customer Data Indemnity: Licensee shall defend and indemnify Licensor against any third-party claims, regulatory actions, or losses arising out of: (i) Licensee’s failure to obtain required parental consents for student surveys under COPPA/PPRA/SOPIPA, or (ii) Customer Data that violates third-party intellectual property or privacy rights.

10. GENERAL PROVISIONS

10.1 Governing Law and UCITA: This Agreement, and all disputes arising out of or related to it, shall be governed exclusively by the laws of the State of Maryland, without regard to its conflicts of laws principles. 

10.2 Jurisdiction & Venue: Any litigation permitted under this Agreement must be filed exclusively in the Circuit Court for Baltimore County, Maryland (for state actions) or the United States District Court for the District of Maryland (for federal actions). Both parties consent to the personal jurisdiction of these courts.

10.3 Attorneys’ Fees: In any formal legal action brought to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, expert witness fees, and court costs.

10.4 Data Security Breach Notification: In order to ensure unified compliance with California and Maryland security mandates, Licensor shall notify Licensee within seventy-two (72) hours of discovering any confirmed unauthorized acquisition, access, or disclosure of unencrypted Customer Data or Student Data contained within Licensor’s systems. Licensor shall take immediate remedial action to mitigate the breach.

10.5 No Waiver: No failure or delay by Licensor in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that right, power, or remedy. Any single or partial exercise of a right, power, or remedy—including Licensor’s voluntary election to accept a pro-rated settlement or compromise fee from a defaulting Licensee—shall not prevent Licensor from strictly enforcing the full terms of this Agreement in any other instance, nor shall it constitute a waiver of subsequent breaches by the Licensee or any other party.

10.6 Data Return Policy: Upon written request by the Licensee within thirty (30) days following termination of this Agreement, and provided all outstanding balances are paid, Licensor shall deliver to Licensee an export of its Customer Data consisting of plain text (.txt) files compiled within a compressed folder (.zip archive). If no request is made within thirty (30) days, Licensor reserves the right to delete Customer Data in the ordinary course of business.

10.7 Long-Term Retention Cap: Notwithstanding anything to the contrary, Licensor shall permanently and securely delete, purge, or anonymize all Customer Data (including all Student Data and survey narrative responses) associated with any inactive account no later than five (5) years following the effective date of the termination or expiration of this Agreement. Licensor shall have no liability to Licensee or any third party for the destruction of Customer Data pursuant to this absolute 5-year retention ceiling.

10.8 Entire Agreement: This Agreement, alongside the accepted Purchase Order, constitutes the entire contract between the parties and supersedes all prior oral or written proposals, terms, or communications.

10.9 Assignment: This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto. This Agreement shall not be assignable by Licensee without the prior written consent of the Licensor, which may be withheld at its discretion. This Agreement may be assigned by the Licensor to a party reasonably capable of performing the requisite services required hereunder.