TERMS AND CONDITIONS

1.                   SERVICES AND SUPPORT

1.1                SaaS Platform: Subject to the terms and conditions of this Agreement, the Company will use commercially reasonable efforts to provide Customer with access to the Software as a Service platform and proprietary curriculum contained therein (collectively “SaaS Platform), as indicated on the Order Form, incorporated herein. The SaaS Platform shall materially conform to the standard specifications and documentation.

1.2                Access to the SaaS Platform: As part of the registration process, the Company will provide the Customer with a CSV file, and the Customer will complete the CSV file with the First Name, Last Name, Email Address, District Name, School Name, and Role for each end user for whom Customer has paid a Service Fee (“Customer Authorized User”). Catapult will import users into the SaaS Platform and provide user access. Customer Authorized Users will receive an email with their login credentials. Customer Authorized Users will be required to create a new password when they log in for the first time. The customer may also be required to identify an administrative user who will be responsible for managing the Customer’s use of certain administrative features of the service. Company reserves the right to refuse registration of or cancel passwords of Customer Authorized Users in the event Catapult has reason to believe or finds Customer or any Customer Authorized User to have shared among Customer user login credentials/passwords or to be in breach of this Agreement.

1.3                Customer Data: Certain information will be entered into the SaaS Platform by Customer and Customer Authorized Users or captured digitally by the SaaS Platform (“Customer Data”). Company will not be liable for any failure to perform that is caused by Customer’s delay in or failure to provide Customer Data. Customer grants Company a worldwide, non-exclusive, royalty-free license during the term of this Agreement to use Customer Data in compliance with Company’s standard policies then in effect (the “Policy”). The company shall use commercially reasonable means at all times to protect Customer Data against theft or unauthorized use or access.

1.4                Customer Service: Subject to the terms hereof, the Company will use commercially reasonable efforts to provide Customer with support services through electronic mail or telephone in accordance with the Company’s standard practice.

2.                   RESTRICTIONS AND RESPONSIBILITIES

2.1                Prohibited Use: Customer will not, and will not permit any third party to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the SaaS Platform or any documentation or data related to the SaaS Platform; modify, translate, or create derivative works based on the SaaS Platform or its copyrighted content; use the SaaS Platform for timesharing or service bureau purposes or for any purpose or other than by this Agreement and in compliance with all applicable laws and regulations (including but not limited to any privacy, intellectual property, consumer, child protection, obscenity, or defamation laws). If the product shown on the Order Form includes access to programs by students, minors, or children under the age of thirteen (13), the Customer agrees to comply with all applicable laws, including but not limited to the Children’s Online Privacy Protection Act, the Student Online Personal Protection Act, the California Consumer Privacy Act, California Online Privacy Protection Act, and the Federal Educational Rights and Privacy Act.

2.2                Compliance and Indemnification by Customer: Customer represents, covenants, and warrants that Customer will use the SaaS Platform only in compliance with the Company’s standard policies applicable to the SaaS Platform's applicable laws and regulations. Customer agrees to indemnify, defend, and hold harmless the Company from and against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorneys’ fees) in connection with any claim or action that arises from Customer’s breach of the terms of this Agreement. Customer shall further indemnify Company for any claim that the Customer Data infringes or violates the intellectual property or other rights of a third party.

2.3                Customer Technical Requirements: Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the SaaS Platform, including, without limitation, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, “Equipment”). Customer shall be responsible for ensuring that such Equipment is compatible with the SaaS Platform and any minimum hardware requirements that the Company may provide or make available to Customer from time to time.

2.4                Cooperation: Each party will cooperate with the other in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required and taking such other actions as a party may reasonably request. Customer will also cooperate with the Company in establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions of the SaaS Platform.

2.5                Security of Customer Login Credentials: Customer and Customer Authorized Users will be responsible for maintaining the security of the Customer account, its passwords (including but not limited to administrative and user passwords) and files, and for all uses of the Customer account with or without Customer’s knowledge or consent.

2.6          Community: The SaaS Platform may include a feature that allows Customer and Customer Authorized Users to post comments, ask questions, or interact with other users in a Community forum or message board (“Community”). To the extent that Customer or its Authorized Users access the Community, Customer will not use any information available in Community to (a) harvest, collect, gather or assemble information or data regarding other users without their consent; (b) access or copy any data or information of other users without their consent; (c) knowingly interfere with or disrupt the integrity or performance of the SaaS Platform or the data contained therein; or (d) harass or interfere with another user's use and enjoyment of the SaaS Platform. All use of Community shall comply with the Community Rules and Guidelines.

3.                   CONFIDENTIALITY

3.1                Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s business (from now on referred to as “Proprietary Information” of the Disclosing Party). The Receiving Party agrees (i) to take reasonable precautions to protect such Proprietary Information and (ii) not to divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after three years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required by law.

3.2                Both Parties will have the right to disclose the existence but not the terms and conditions of this Agreement, unless such disclosure of the terms and conditions are approved in writing by both Parties prior to such disclosure, or are included in a filing required to be made by a Party with a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or a protective order) or is made on a confidential basis as reasonably necessary to potential investors or acquirers.

3.3                Each party acknowledges that the other party does not wish to receive any Proprietary Information that is not necessary to perform a party’s obligations under this Agreement, and, unless the parties specifically agree otherwise (such as through the use of documents marked “confidential” or some similar term), each party may reasonably presume that any unrelated information received from the other party is not confidential or Proprietary Information. For avoidance of doubt, Customer Data is the Proprietary Information of the Customer

3.4                Notwithstanding any other provision, the Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the SaaS Platform and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company may (i) use such information and data to improve and enhance the SaaS Platform and for other development, diagnostic and corrective purposes in connection with the SaaS Platform and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.

3.5                The Parties acknowledge that the Company will require access to certain Customer Data as part of performing under this Agreement. The Parties further acknowledge that modern algorithms, such as machine learning and other artificial intelligence algorithms, including those that may be incorporated into current or future versions of the SaaS Platform, learn over time as they process data. Customer agrees that, notwithstanding anything to the contrary in this Agreement, Company’s use of data provided by Customer in connection with such algorithmic learning is permitted so long as Company maintains the confidentiality of data that constitutes Customer’s Proprietary Information in accordance with this Agreement.

4.                   INTELLECTUAL PROPERTY RIGHTS

4.1                Company owns all rights, title, and interests in (a) the name, logo, and domain name of the product names associated with the SaaS Platform and other trademarks, whether registered or unregistered; (b) certain audio and visual information; documents, software, curricula, coursework, and other works of authorship; (c) the SaaS Platform and (c) other technology processes, algorithms, user interfaces, know-how, and other trade secrets, techniques, designs, inventions, and other tangible or intangible technical material or information (collectively "Company Technology"). Other than as expressly set forth in this Agreement, no license or other rights in the Company Technology or SaaS Platform are granted to Customer, and all such rights are hereby expressly reserved.

4.2                Except for third-party licensed technology necessary to implement or support the SaaS Platform, the Company owns and retains all rights, title, and interest in and to (a) the SaaS Platform, including all Company Technology, contained in the SaaS Platform, all improvements, enhancements or modifications thereto, (b) any source code, inventions or other technology developed in connection with the implementation of the SaaS Platform or support SaaS Platform, (c) any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any third party relating to the SaaS Platform, which are hereby assigned to Company, and (d) all intellectual property rights related to any of the foregoing. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the SaaS Platform or Software or any intellectual property rights.

4.3                Company will obtain and process content/data provided by or on behalf of Customer (“Content”) only to perform its obligations under this Agreement. Customer and its licensors shall (and Customer hereby represents and warrants that they do) have and retain all rights, titles, and interests (including, without limitation, sole ownership of) all Content distributed through the SaaS Platform and the intellectual property rights with respect to that Content. If Company receives any notice or claim that any Content, or activities hereunder with respect to any Content, may infringe or violate the rights of a third party (a “Claim”), Company may (but is not required to) suspend activity hereunder with respect to that Content and Customer will indemnify Company from all liability, damages, settlements, attorney fees, and other costs and expenses in connection with any such Claim, as incurred.

4.4                Customer may not use the SaaS Platform or related Software outside of the United States or allow the transfer, transmission, export, or re-export of all or any part of the SaaS Platform or related Software outside of the United States without the Company’s prior written consent.

5.                   PAYMENT OF FEES

5.1                Customer will pay Company the then applicable fees for the SaaS Platform and Implementation SaaS Platform (if applicable) within the Service Capacity (the “Fees”). Currently, applicable Fees are outlined in the Order Form. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the initial Service Term or then‑current renewal term upon thirty (30) days prior notice to Customer (which may be sent by email).

5.2                Customer will pay all annual Fees in advance, prior to the beginning of each year of the Service Term, or the SaaS Platform may be suspended or terminated. Company will bill all additional fees through an invoice, and full payment for invoices issued in any given month must be received by the Company fifteen (15) days after the mailing date of the invoice, or the SaaS Platform may be suspended or terminated. Unpaid Fees are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. Customer shall be responsible for all taxes associated with the SaaS Platform other than U.S. taxes based on the Company’s net income.

5.3                If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared in order to receive an adjustment or credit. Inquiries should be directed to the Company’s Customer Support department.

6.                   TERMINATION

6.1                Subject to earlier termination as provided below, this Service Agreement is for the initial Service Term as specified in the Order Form and shall be automatically renewed for additional periods of the same duration as the Service Term unless either party provides notice of its intent to terminate at least thirty (30) days prior to the end of the then-current Term (email shall suffice).

6.2                In addition to any other remedies it may have, either party may also terminate this Service Agreement upon thirty (30) days’ notice (or ten (10) days in the case of nonpayment) if the other party breaches any of the terms or conditions of this Service Agreement. Either party may terminate this Agreement, without notice, (i) upon the institution by or against the other party of insolvency, receivership, or bankruptcy proceedings, (ii) upon the other party's making an assignment for the benefit of creditors, or (iii) upon the other party’s dissolution or ceasing to do business. Customer will pay in full for the SaaS Platform up to and including the last day on which the SaaS Platform are provided. Upon any termination, the Company may, but is not obligated to, delete archived data.

6.3                All sections of this Service Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

7.                   WARRANTY AND DISCLAIMER

7.1                Customer understands and agrees that the Company is not engaged in the practice of medicine and that the SaaS Platform is in no way a substitute for competent medical advisors or related clinicians. All medical practice management and patient care decisions made in which the SaaS Platform may be utilized and the consequences thereof will be exclusively the responsibility of the applicable physicians, providers, participants, and other users, practitioners, and clinicians with privileges to use the SaaS Platform. The successful operation of the SaaS Platform is dependent on the use of proper procedures and systems for the management of the data being processed and the input of correct data, and the Company is not responsible for the accuracy and adequacy of the data furnished, by the Customer or any third party, for processing by the SaaS Platform.

7.2                Company shall use commercially reasonable efforts consistent with prevailing industry standards to maintain the SaaS Platform in a manner which minimizes errors and interruptions in the SaaS Platform. SaaS Platform may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond the Company’s reasonable control, but the Company shall use commercially reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, the Company does not warrant that the SaaS Platform will be uninterrupted or error-free; nor does it make any warranty as to the results that may be obtained from the use of the SaaS Platform. THE SERVICES, IMPLEMENTATION SERVICES, AND ALL COMPANY-PROVIDED DATA CONTAINED THEREIN ARE PROVIDED “AS IS” AND THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE COMPANY-PROVIDED DATA , OR ANY PRODUCTS OR RESULTS OF ITS USE, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULT, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE.

8.                   LIMITATION OF LIABILITY

IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SAAS PLATFORM OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, THE DELAY OR INABILITY TO USE THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE TOTAL LIABILITY OF COMPANY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE FEES PAID TO COMPANY HEREUNDER IN THE TWELVE (12) MONTH PERIOD PRECEEDING THE ACT OR ACTION GIVING RISE TO THE CLAIM TRIGGERING SUCH LIABILITY. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

9.                   U.S. GOVERNMENT MATTERS

9.1                The SaaS Platform is subject to the trade laws and regulations of the United States and other countries, including the Export Administration Regulations (EAR, 15 CFR Part 730 et seq.) and the sanctions programs administered by the Office of Foreign Assets Control (OFAC, 31 CFR Part 500). Customer will not import, export, re-export, transfer, or otherwise use the Software or SaaS Platform in violation of these laws and regulations, including by engaging in any unauthorized dealing involving (i) a U.S. embargoed country (currently Cuba, Iran, North Korea, Sudan and Syria), (ii) a party included on any restricted person list, such as the OFAC Specially Designated Nationals List, or the Commerce Department’s Denied Persons List or Entity List, or (iii) the design, development, manufacture, or production of nuclear, missile, or chemical or biological weapons. By using the Software and SaaS Platform, Customer represents and warrants that Customer is not located in any such country or on any such list. Customer will not engage in activity that would cause Company to be in violation of these laws and regulations and will indemnify Company for any fines, penalties, or other liabilities incurred by Company for Customer’s failure to comply with this provision.

10.                MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created because of this Agreement, and Customer does not have any authority of any kind to bind the Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received if personally delivered; when receipt is electronically confirmed if transmitted by facsimile or e-mail; the day after it is sent if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions.