Master Services Agreement

1. Parties

This Agreement is between Ilmiya, Inc., a Delaware corporation ("Ilmiya," "we," or "us"), and the customer entity that has accepted this Agreement ("Customer" or "you"). Together, Ilmiya and Customer are referred to as the "Parties."

By accepting this Agreement, the individual doing so represents that they have full legal authority to bind Customer. If you do not have that authority, do not accept.

2. Incorporated Policies & Governing Terms

This Agreement incorporates by reference the following policies ("Governing Terms"), each of which forms an integral part of this Agreement. In the event of a conflict, this Agreement takes precedence, followed by the Governing Terms in the order listed. Customer acknowledges having reviewed all Governing Terms prior to acceptance.

• Terms of Service
• Privacy Policy
• Acceptable Usage Policy
• Data Protection Addendum
• Privacy Disclosure for Children
• Parental Consent Policy
• Student Privacy Pledge
• Brand Guidelines
• Responsible AI Policy
• Sub-Processors List

Ilmiya may update Governing Terms from time to time with at least thirty (30) days' written notice of any material change. Continued use after the effective date of a change constitutes acceptance. If Customer objects to a material change, Customer may terminate on thirty (30) days' written notice delivered within thirty (30) days of receiving Ilmiya's change notice, and will receive a pro-rata refund of prepaid, unused fees.

3. Online Acceptance & Electronic Signatures

Customer may accept this Agreement by: (a) clicking "I Accept" or an equivalent button on Ilmiya's website or customer portal; (b) executing this Agreement electronically via a recognised e-signature platform (including Dropbox Sign, DocuSign, or similar); or (c) executing a written counterpart. Each method constitutes a legally binding signature under the Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act (UETA), as applicable. Ilmiya retains a timestamped audit trail of all electronic acceptances.

4. Services & Support

Subject to the terms of this Agreement and timely payment of all fees, Ilmiya will use commercially reasonable efforts to provide the services described in the applicable Order Form or service description ("Services") in accordance with the Service Level commitments set out in Exhibit A.

4.1 Provisioning

Upon acceptance, Ilmiya will provision Customer's account within five (5) business days. Customer will designate at least one administrator responsible for account configuration, user management, and compliance with this Agreement.

4.2 Professional & Implementation Services

Any professional, onboarding, or implementation services are non-refundable once delivered. Unless a separate Statement of Work is executed, professional services do not include custom software development.

4.3 Third-Party Integrations

Certain features may depend on third-party services. Ilmiya makes no warranty regarding the availability or performance of third-party services and is not liable for any disruption caused by them.

5. Restrictions & Customer Responsibilities

5.1 Prohibited Conduct

Customer shall not, and shall ensure its users do not:

• (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, algorithms, or trade secrets from the Services;
• (b) modify, translate, adapt, or create derivative works based on the Services without Ilmiya's prior written consent;
• (c) use the Services for timesharing, service-bureau, or similar purposes for the benefit of third parties;
• (d) remove, obscure, or alter any proprietary notices, labels, or marks;
• (e) sublicense, sell, resell, transfer, or assign the Services without Ilmiya's prior written consent;
• (f) access the Services to build a competing product or benchmark the Services for publication without Ilmiya's consent;
• (g) use the Services to store or transmit infringing, defamatory, unlawful, or tortious material, or material that violates third-party privacy rights;
• (h) transmit viruses, malware, or other malicious code;
• (i) attempt to gain unauthorised access to the Services or related systems or networks; or
• (j) use the Services in violation of any applicable law, rule, or regulation, including export control laws.

5.2 Customer Obligations

Customer is solely responsible for: (a) obtaining and maintaining all equipment and connectivity necessary to access the Services; (b) the security and confidentiality of all account credentials; (c) all activities occurring under its account, whether authorised or not; (d) ensuring use of the Services complies with all applicable laws, including those governing the collection, use, and protection of personal data; and (e) obtaining all required consents — including parental consent under COPPA and FERPA where applicable — before providing any personal data of minors to Ilmiya.

5.3 Export Compliance

Customer shall not export or re-export the Services or any related technology in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other applicable governmental authority.

6. Fees, Payment & Taxes

6.1 Fees & Payment Terms

Customer shall pay all fees set out in the applicable Order Form or service description. All fees are quoted in United States Dollars, are earned upon invoice issuance, and are non-refundable except as expressly stated in this Agreement. Invoices are due within thirty (30) days of the invoice date.

6.2 Late Payment

Ilmiya may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by applicable law. If any amount is overdue by more than fifteen (15) days, Ilmiya may suspend access to the Services upon five (5) days' written notice without limiting any other remedy. Services will be reinstated within two (2) business days of full payment of all overdue amounts.

6.3 Non-Cancellability

THE SERVICES ARE NON-CANCELLABLE. CUSTOMER SHALL BE LIABLE FOR FEES FOR THE ENTIRE TERM — INITIAL OR RENEWAL — REGARDLESS OF ACTUAL USAGE. THERE ARE NO REFUNDS FOR EARLY TERMINATION BY CUSTOMER, EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 2, 8.1(c), OR 11.

6.4 Fee Changes

Ilmiya may adjust fees at the end of the Initial Term or any Renewal Term upon not less than sixty (60) days' prior written notice. If Customer does not agree to adjusted fees, Customer may elect not to renew pursuant to Section 7.

6.5 Taxes

All fees are exclusive of taxes. Customer is responsible for all applicable sales, use, goods and services, value-added, withholding, and similar taxes. If Ilmiya is required to collect or remit taxes, such amounts will be added to Customer's invoice. This section does not apply to taxes assessed on Ilmiya's net income.

6.6 Billing Disputes

Customer must notify Ilmiya of any billing dispute in writing within sixty (60) days of the invoice date. Undisputed amounts remain due. The Parties will negotiate in good faith to resolve disputes within thirty (30) days of notification.

7. Term & Termination

7.1 Initial Term & Renewal

This Agreement commences on the date of acceptance and continues for the term specified in the applicable Order Form or service description ("Initial Term"). At the end of the Initial Term, it automatically renews for successive periods equal to the Initial Term ("Renewal Term") unless either Party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.

7.2 Termination for Cause

Either Party may terminate this Agreement immediately upon written notice if: (a) the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice (five (5) days in the case of a payment breach); (b) the other Party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings; or (c) the other Party ceases to carry on business in the normal course.

7.3 Termination for Convenience by Ilmiya

Ilmiya may terminate this Agreement for convenience upon ninety (90) days' written notice, in which case Ilmiya will provide a pro-rata refund of prepaid, unused fees.

7.4 Effect of Termination

Upon expiration or termination: (a) all licences granted hereunder immediately terminate; (b) Customer shall cease all use of the Services; (c) Ilmiya will make Customer Data available for export for thirty (30) days, after which Ilmiya may delete Customer Data in accordance with its data retention policy; and (d) all accrued payment obligations and provisions that by their nature should survive (including Sections 5, 6, 8, 9, 10, 11, and 12) shall survive.

8. Confidentiality & Data

8.1 Mutual Confidentiality

Each Party ("Receiving Party") agrees to: (a) hold the other Party's ("Disclosing Party's") Proprietary Information in strict confidence using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; (b) use Proprietary Information solely to exercise rights or perform obligations under this Agreement; and (c) disclose Proprietary Information only to employees, contractors, and advisers who need to know and are bound by obligations no less restrictive than those herein. Confidentiality obligations survive termination for five (5) years.

8.2 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was in the Receiving Party's possession prior to disclosure; (c) is independently developed without use of Proprietary Information; (d) is disclosed by a third party without restriction; or (e) is required to be disclosed by law or court order, provided the Receiving Party gives prompt written notice where legally permitted.

8.3 Customer Data Ownership

Customer retains all right, title, and interest in and to Customer Data. Customer grants Ilmiya a limited, non-exclusive licence to process Customer Data solely to provide and improve the Services. "Customer Data" means all data submitted to the Services by or on behalf of Customer, including personal data of students, staff, and end-users.

8.4 Ilmiya Intellectual Property

Ilmiya retains all right, title, and interest in and to: (a) the Services and all underlying software, algorithms, AI models, and documentation; (b) all improvements, enhancements, and modifications thereto; and (c) all aggregate, anonymised, or de-identified data derived from Customer Data, which Ilmiya may use to improve the Services and for research and analytics. No rights are granted except as expressly set forth herein.

8.5 Feedback

If Customer provides Ilmiya with suggestions, ideas, enhancement requests, or other feedback relating to the Services ("Feedback"), Customer grants Ilmiya a perpetual, irrevocable, worldwide, royalty-free licence to use and exploit such Feedback for any purpose without restriction or compensation.

8.6 Data Protection & Security

Each Party shall comply with applicable data protection laws, including FERPA, COPPA, and GDPR as applicable. The Data Protection Addendum governs the processing of personal data and is incorporated herein by reference.

Ilmiya shall implement and maintain commercially reasonable technical and organisational security measures to protect Customer Data. In the event of a confirmed data breach affecting Customer Data, Ilmiya shall notify Customer without undue delay and no later than seventy-two (72) hours after becoming aware of the breach, to the extent permitted by applicable law.

9. Warranties & Disclaimer

9.1 Ilmiya Warranties

Ilmiya warrants that: (a) it has full right and authority to enter into this Agreement; (b) the Services will perform materially in accordance with applicable documentation; and (c) Ilmiya will implement security practices consistent with prevailing industry standards.

9.2 Customer Warranties

Customer warrants that: (a) it has full right and authority to enter into this Agreement and to grant the licences herein; (b) Customer Data does not infringe any third-party intellectual property rights; (c) Customer has obtained all required consents for the processing of personal data provided to Ilmiya; and (d) Customer's use of the Services will comply with all applicable laws and regulations.

9.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." ILMIYA EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ILMIYA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS, OR THAT DATA WILL BE SECURE OR NOT LOST.

10. Indemnification

10.1 By Ilmiya

Ilmiya shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claim and all associated losses, damages, costs, and attorneys' fees arising from: (a) Ilmiya's material breach of this Agreement; or (b) the Services infringing any United States patent, copyright, trademark, or trade secret, provided Ilmiya is promptly notified and given sole control of defence and settlement. Ilmiya's indemnity for infringement does not apply where it arises from Customer modifications, combination with non-Ilmiya products, Customer's continued use after notice of infringement, or Customer specifications. If infringement occurs or is likely, Ilmiya may, at its option: procure the right to continue use; modify the Services to be non-infringing; or terminate and refund prepaid, unused fees.

10.2 By Customer

Customer shall defend, indemnify, and hold harmless Ilmiya and its officers, directors, employees, and agents from and against any third-party claim and all associated losses, damages, costs, and attorneys' fees arising from: (a) Customer's breach of this Agreement or violation of applicable law; (b) Customer Data or Customer's unlawful or unauthorised use of the Services; (c) any claim by a student, parent, or guardian arising from Customer's failure to obtain required consents; or (d) Customer's violation of any third-party intellectual property rights.

10.3 Procedure

The indemnified Party shall: (a) promptly notify the indemnifying Party in writing of the claim; (b) grant the indemnifying Party sole control of defence and settlement (provided no settlement imposing liability on the indemnified Party shall be made without its prior written consent, not to be unreasonably withheld); and (c) provide reasonable cooperation at the indemnifying Party's expense.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID OR PAYABLE BY CUSTOMER TO ILMIYA IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

The limitations above do not apply to: (a) death or personal injury caused by a Party's negligence; (b) fraud or wilful misconduct; (c) Customer's payment obligations; (d) either Party's indemnification obligations under Section 10; or (e) Customer's breach of Section 5 (Restrictions).

12. Dispute Resolution & Governing Law

12.1 Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles.

12.2 Informal Resolution

Before initiating formal proceedings, the Parties shall attempt in good faith to resolve any dispute through negotiation. Either Party may initiate the process by sending written notice describing the dispute. The Parties shall designate senior representatives to meet within fourteen (14) days of such notice and attempt to resolve the matter within thirty (30) days.

12.3 Binding Arbitration

If informal resolution fails, any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved by binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, with one arbitrator, seated in Wilmington, Delaware, conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. Either Party retains the right to seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidentiality obligations.

12.4 Class Action Waiver

EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT, CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY GENERAL ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING AS A PLAINTIFF OR CLASS MEMBER IN ANY DISPUTE WITH THE OTHER PARTY.

13. General Provisions

13.1 Entire Agreement

This Agreement, together with any applicable Order Form and all Governing Terms incorporated by reference, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings. In the event of a conflict, the order of precedence is: (1) this Agreement; (2) applicable Order Form; (3) Governing Terms.

13.2 Amendments

No amendment to this Agreement is effective unless in writing and signed by authorised representatives of both Parties, except that Ilmiya may update Governing Terms pursuant to Section 2.

13.3 Assignment

Customer may not assign or transfer this Agreement (including by operation of law, merger, or change of control) without Ilmiya's prior written consent, not to be unreasonably withheld. Ilmiya may assign this Agreement, in whole or in part, without consent, including in connection with a merger, acquisition, or sale of substantially all of its assets. Any purported assignment in violation of this Section is void.

13.4 Notices

Legal notices must be in writing and delivered to the addresses set out in the applicable Order Form by: (a) nationally recognised overnight courier; (b) certified mail with return receipt; or (c) email with confirmation of receipt for operational notices. Notices are effective on receipt.

13.5 Force Majeure

Neither Party shall be liable for any delay or failure to perform (other than payment obligations) resulting from causes beyond its reasonable control, including natural disasters, acts of government, pandemic, or internet outages, provided the affected Party gives prompt written notice and uses commercially reasonable efforts to resume performance. If a force majeure event continues for more than sixty (60) days, either Party may terminate this Agreement on written notice without penalty.

13.6 Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.

13.7 Waiver

No waiver of any breach constitutes a waiver of any other breach. Waivers must be in writing and signed by an authorised representative of the waiving Party.

13.8 Relationship of the Parties

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship. Neither Party has authority to bind the other.

13.9 Attorneys' Fees

In any action or proceeding to enforce or interpret this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party.

13.10 Counterparts & Electronic Signatures

This Agreement may be executed in counterparts, each of which constitutes an original. Electronic signatures are valid and binding under E-SIGN and UETA.

13.11 Publicity

Neither Party shall issue any press release relating to this Agreement without the other Party's prior written consent, except that Ilmiya may list Customer as a customer and use Customer's name and logo for marketing purposes. The Parties will cooperate in good faith to issue at least one mutually agreed press release within ninety (90) days of the effective date.

Exhibit A — Service Level Agreement

A.1 Uptime Commitment

Ilmiya will use commercially reasonable efforts to ensure the Ilmiya Platform is available with a Monthly Uptime Percentage of at least 99.0% during any calendar month. Monthly Uptime Percentage equals 100% minus the percentage of minutes of Unavailability during that month, excluding SLA Exclusions below.

A.2 Support

Technical support is available Monday–Friday, 9:00 AM–5:00 PM Pacific Time (excluding holidays), via support.ilmiya.com or [email protected]. Ilmiya aims to respond to all support tickets within three (3) business days. Billing and pre-sales inquiries may be directed to [email protected].

A.3 Service Credits

If the Monthly Uptime Percentage falls below 99.0%, Customer may be eligible for a Service Credit:

• Below 99.0% but at or above 95.0%: 5% of the monthly fee attributable to the affected services.
• Below 95.0%: 30% of the monthly fee attributable to the affected services.

Total Service Credits shall not exceed 30% of the monthly fee in any single month. Credits apply to future invoices only, are non-transferable, and are Customer's sole remedy for Unavailability.

A.4 Credit Request Procedure

To claim a Service Credit, Customer must email [email protected] with subject line "SLA Credit Request" within thirty (30) calendar days of the incident, including: (a) dates and times of each Unavailability incident; (b) Customer name and account ID; and (c) logs evidencing the outage, with sensitive data redacted.

A.5 Recovery Objectives

Recovery Time Objective (RTO): No more than seven (7) days to restore business processes and IT following a declared disaster event.

Recovery Point Objective (RPO): No more than seventy-two (72) hours of data loss following a declared disaster event.

A.6 SLA Exclusions

The uptime commitment does not apply to Unavailability caused by:

• (a) scheduled or emergency maintenance (with at least 24 hours' advance notice for scheduled maintenance);
• (b) factors outside Ilmiya's reasonable control, including force majeure events and Customer's internet access issues;
• (c) Customer's actions, inactions, or misuse of the Services;
• (d) third-party services or integrations not managed by Ilmiya; or
• (e) suspension of Services for non-payment or policy violations.

Ilmiya, Inc.  |  [email protected] |  ilmiya.com/legal