Terms of Service

Effective Date: August 14, 2026 Last Updated: August 14, 2026

Acceptance of Terms
Definitions
The Service
Account Registration and Access
Subscription and Fees
Data Ownership and Rights
Intellectual Property
Confidentiality
Privacy and Data Protection
Acceptable Use
Warranties and Disclaimers
Limitation of Liability
Indemnification
Term and Termination
Service Level Agreement
Suspension
Force Majeure
Dispute Resolution
Governing Law
Assignment
Notices
Severability
Entire Agreement
Amendments
Contact Information

1. Acceptance of Terms

1.1. These Terms of Service ("Terms" or "Agreement") constitute a legally binding agreement between Edudigital AI, Inc., a corporation organized under the laws of the State of Florida, United States of America ("Edudigital," "Company," "we," "us," or "our"), and the institution or entity that accesses or uses the Edudigital Campus platform ("Institution," "Client," "you," or "your").

1.2. By executing an Order Form that references these Terms, by clicking "I Agree" or a similar acceptance mechanism, or by accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are accepting these Terms on behalf of an Institution, you represent and warrant that you have the authority to bind such Institution to these Terms.

1.3. If you do not agree to these Terms, you must not access or use the Service. Your continued use of the Service following the posting of any modifications to these Terms constitutes acceptance of those modifications, subject to Section 24 (Amendments).

1.4. These Terms apply to all Authorized Users of the Institution. The Institution is responsible for ensuring that all Authorized Users comply with these Terms.

2. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

2.1. "Acceptable Use Policy" or "AUP" means the policy governing acceptable use of the Service, as published by Edudigital at edudigital.app and incorporated herein by reference, as may be updated from time to time.

2.2. "Authorized Users" means the Institution's employees, faculty, staff, contractors, agents, and students who are authorized by the Institution to access and use the Service under the Institution's Subscription, subject to the user limits specified in the applicable Order Form.

2.3. "Confidential Information" means any information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally, in writing, or electronically, that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential. Confidential Information includes, without limitation, business plans, technical data, product plans, financial information, customer lists, pricing, source code, algorithms, Student Data, and Education Records.

2.4. "Data Processing Agreement" or "DPA" means the data processing agreement between Edudigital and the Institution governing the processing of personal data, incorporated herein by reference.

2.5. "Documentation" means the user guides, help articles, API documentation, training materials, and other technical and operational documentation made available by Edudigital in connection with the Service, as updated from time to time.

2.6. "Education Records" has the meaning ascribed to it under the Family Educational Rights and Privacy Act (FERPA), 20 U.S.C. Section 1232g, and its implementing regulations at 34 C.F.R. Part 99, and includes any records directly related to a student that are maintained by the Institution or by a party acting for the Institution.

2.7. "Institution" or "Client" means the educational institution, organization, or legal entity that enters into an Order Form with Edudigital for access to and use of the Service.

2.8. "License Files" means the license files (typically named LICENSE, LICENSE.md, or similar) distributed with the software source code or made available in the Documentation that identify the specific license terms applicable to each component of the Platform.

2.9. "Open-Source Components" means those portions of the Platform that are derived from or incorporate open-source software projects, including the Frappe framework and related applications, and that are governed by the open-source licenses identified in the applicable License Files.

2.10. "Order Form" means the ordering document, statement of work, or online subscription agreement executed by the Institution and Edudigital that specifies the Service tier, modules, number of Authorized Users, fees, Subscription term, and any other terms specific to the Institution's use of the Service.

2.11. "Platform" means the Edudigital Campus software platform, including all modules, features, integrations, APIs, and related infrastructure operated by Edudigital to deliver the Service.

2.12. "Proprietary Components" means those portions of the Platform that are developed by Edudigital independently of any open-source project and are licensed under Edudigital's proprietary commercial terms, as identified in the applicable License Files. Proprietary Components include, but are not limited to, the Compliance Engine, advanced analytics modules, and certain institutional workflow automation features.

2.13. "Service" means the Edudigital Campus cloud-based software-as-a-service platform, including the SIS (Student Information System), CRM/SRM (Customer/Student Relationship Management), LMS (Learning Management System), HUB (institutional collaboration and communications hub), and Insights (analytics and reporting) modules, as made available to the Institution pursuant to an Order Form, together with any updates, upgrades, and enhancements provided by Edudigital during the Subscription term.

2.14. "Student Data" means any data, including personally identifiable information and Education Records, that relates to a current or former student of the Institution and that is provided to, collected by, or generated within the Service in connection with the Institution's use thereof.

2.15. "Subscription" means the right granted to the Institution to access and use the Service during the applicable term, as specified in the Order Form and subject to the terms and conditions of this Agreement.

3. The Service

3.1. Service Description. Edudigital Campus is an integrated educational technology platform designed to serve postsecondary career schools in the United States and private educational institutions in Latin America. The Platform comprises the following core modules:

(a) SIS (Student Information System): Enrollment management, academic records, attendance tracking, grading, transcript generation, scheduling, and student lifecycle management.

(b) CRM/SRM (Customer/Student Relationship Management): Lead management, admissions pipeline tracking, prospective student engagement, communications management, and relationship analytics.

(c) LMS (Learning Management System): Course content delivery, assignment management, grade book, learner progress tracking, and instructional design tools.

(d) HUB (Institutional Hub): Internal communications, document management, collaboration tools, event management, and institutional workflow automation.

(e) Insights (Analytics and Reporting): Institutional dashboards, enrollment analytics, academic performance reporting, compliance reporting, and custom report generation.

3.2. Service Availability. Edudigital shall use commercially reasonable efforts to make the Service available in accordance with the Service Level Agreement referenced in Section 15. The Service is hosted on third-party cloud infrastructure located in the United States, which maintains SOC 2 Type II and ISO 27001 certifications.

3.3. Service Modifications. Edudigital reserves the right to modify, update, or enhance the Service at any time, provided that such modifications do not materially diminish the core functionality of the Service as described in the Documentation. Edudigital shall provide reasonable advance notice of any material changes to the Service. For modifications that materially reduce functionality included in the Institution's current Subscription, Edudigital shall provide no less than sixty (60) days' prior written notice.

3.4. Beta Features. Edudigital may, from time to time, offer access to beta or pre-release features ("Beta Features"). Beta Features are provided "AS IS" without warranty of any kind and may be modified or discontinued at any time without notice. The Institution's use of Beta Features is voluntary and at the Institution's own risk.

4. Account Registration and Access

4.1. Institutional Accounts. To access the Service, the Institution must register for an institutional account. The Institution shall designate one or more administrators ("Institution Administrators") who shall be responsible for managing the Institution's account, including provisioning and de-provisioning Authorized Users, configuring system settings, and serving as the primary point of contact with Edudigital.

4.2. Administrator Responsibilities. Institution Administrators are responsible for: (a) ensuring the accuracy and completeness of all registration information; (b) managing access permissions and user roles within the Platform; (c) maintaining the security of administrator credentials; (d) promptly revoking access for any individual who is no longer an Authorized User; and (e) ensuring compliance with these Terms by all Authorized Users.

4.3. Authorized User Access. The Institution shall ensure that each Authorized User is assigned unique login credentials and that credentials are not shared among multiple individuals. The Institution is solely responsible for all activities that occur under its account and the accounts of its Authorized Users, whether or not such activities are authorized by the Institution.

4.4. Credentials and Security. The Institution shall implement and maintain reasonable security measures to protect the confidentiality of all account credentials. The Institution shall promptly notify Edudigital at security@edudigital.ai upon becoming aware of any unauthorized access to or use of its account, any breach of security, or any loss or theft of credentials.

4.5. Access for Minors. Where the Institution provides access to the Service for individuals under the age of eighteen (18), the Institution represents and warrants that it has obtained all necessary consents from parents or legal guardians as required by applicable law, including without limitation the Children's Online Privacy Protection Act (COPPA) for users under thirteen (13) years of age, where applicable.

5. Subscription and Fees

5.1. Subscription Model. Access to the Service is provided on a subscription basis as specified in the applicable Order Form. Each Order Form shall specify the modules included, the number of Authorized Users, the Subscription term, and the applicable fees.

5.2. Order Forms. Each Order Form executed by the parties shall be governed by and incorporated into this Agreement. In the event of a conflict between the terms of an Order Form and these Terms, the Order Form shall control, but only with respect to the specific Subscription covered by that Order Form.

5.3. Payment Terms. Unless otherwise specified in the applicable Order Form, all invoices are due and payable within thirty (30) days of the invoice date ("Net 30"). All fees are stated and payable in United States Dollars (USD) unless otherwise agreed in writing. For Institutions located in Latin America, the Order Form may specify alternative currencies and payment arrangements.

5.4. Late Payments. Any amounts not paid when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. In addition to any other remedies available under this Agreement, Edudigital reserves the right to suspend the Service in accordance with Section 16 if payment remains outstanding for more than fifteen (15) days past the due date.

5.5. Taxes. All fees are exclusive of taxes, levies, duties, or similar governmental assessments, including sales, use, value-added, withholding, or similar taxes (collectively, "Taxes"). The Institution is responsible for paying all Taxes associated with its Subscription, excluding taxes based on Edudigital's net income. If Edudigital is required by law to collect or remit Taxes on behalf of the Institution, such Taxes shall be invoiced to the Institution and paid in accordance with Section 5.3. For Institutions in Latin American jurisdictions, the parties shall cooperate in good faith to comply with local tax obligations and withholding requirements.

5.6. Fee Changes. Edudigital may adjust Subscription fees upon renewal of the Subscription term. Edudigital shall provide the Institution with no less than sixty (60) days' prior written notice of any fee increase. Fee increases shall take effect at the beginning of the next renewal term unless the Institution elects to terminate the Subscription in accordance with Section 14.

6. Data Ownership and Rights

6.1. Institution Data Ownership. As between the parties, the Institution retains all right, title, and interest in and to all data, content, and information that it or its Authorized Users upload, submit, store, transmit, or otherwise make available through the Service, including without limitation all Student Data, Education Records, institutional records, curriculum materials, and any other content provided by the Institution (collectively, "Institution Data"). Nothing in this Agreement shall be construed as transferring any ownership rights in Institution Data to Edudigital.

6.2. Limited License to Process. The Institution hereby grants to Edudigital a non-exclusive, non-transferable, limited license to access, collect, use, process, store, and transmit Institution Data solely to the extent necessary to: (a) provide, maintain, and improve the Service; (b) comply with applicable law or valid legal process; and (c) as otherwise expressly permitted under this Agreement, the DPA, or as directed by the Institution in writing. Edudigital shall not use Institution Data for any other purpose, including but not limited to advertising, marketing, data mining, or the development of products or services unrelated to the Service, without the Institution's prior written consent.

6.3. Data Export. During the Subscription term, the Institution may export its Institution Data at any time using the Platform's built-in export tools or via the Edudigital API. Edudigital shall provide reasonable assistance to the Institution in exporting its data upon request. Upon termination or expiration of this Agreement, Edudigital shall make Institution Data available for export in accordance with Section 14.

6.4. Aggregated and De-identified Data. Edudigital may collect, use, and disclose aggregated, anonymized, or de-identified data derived from the Institution's use of the Service ("Aggregated Data"), provided that such data does not identify the Institution, any Authorized User, or any student and cannot reasonably be used to re-identify any individual. Aggregated Data may be used by Edudigital for purposes including product improvement, benchmarking, research, and industry analysis.

6.5. Data Portability. Edudigital supports data portability and shall provide Institution Data in a structured, commonly used, and machine-readable format upon the Institution's request, subject to reasonable technical limitations.

7. Intellectual Property

7.1. Edudigital Intellectual Property. Edudigital and its licensors retain all right, title, and interest in and to the Platform, the Service, and all related technology, software, algorithms, interfaces, designs, documentation, trademarks, service marks, logos, and other intellectual property (collectively, "Edudigital IP"). This Agreement does not convey to the Institution any ownership interest in the Edudigital IP, but only a limited right of use subject to the terms of this Agreement.

7.2. Open-Core Licensing Model.

(a) Edudigital Campus follows an open-core model. Its foundation is built on the open-source Frappe framework and related open-source applications; Open-Source Components are governed by their respective open-source licenses, as identified in the License Files distributed with the software.

(b) Proprietary Components — including the Compliance Engine, advanced analytics, and certain institutional workflow automation features — are licensed under Edudigital's proprietary commercial terms and are not open source. The specific license applicable to each Proprietary Component is identified in the applicable License Files.

(c) The Institution's rights with respect to Open-Source Components are determined by the applicable open-source licenses identified in the License Files, subject to the terms and conditions of those licenses. Nothing in this Agreement restricts, limits, or conditions any rights granted to the Institution under an applicable open-source license.

(d) The Institution's rights with respect to Proprietary Components are limited to the access and use rights granted under this Agreement and the applicable Order Form. Proprietary Components are not distributed to the Institution under open-source terms, and the Institution may not exercise any rights with respect to Proprietary Components except as expressly permitted by this Agreement and the applicable License Files.

(e) The License Files constitute the authoritative source for the specific license applicable to each component of the Platform. In the event of a conflict between a general statement in these Terms and a specific license identified in the License Files, the License Files shall control with respect to the licensing of that component.

7.3. Institution Content. The Institution retains all intellectual property rights in and to the content it creates, uploads, or makes available through the Service, including but not limited to course materials, curricula, institutional policies, communications, and branding assets ("Institution Content"). The Institution grants Edudigital a non-exclusive, worldwide, royalty-free license to host, display, reproduce, and distribute Institution Content solely as necessary to provide the Service to the Institution and its Authorized Users.

7.4. Feedback. If the Institution or any Authorized User provides Edudigital with suggestions, enhancement requests, recommendations, corrections, or other feedback regarding the Service ("Feedback"), the Institution hereby grants Edudigital a perpetual, irrevocable, non-exclusive, royalty-free, fully paid-up, worldwide license to use, reproduce, modify, create derivative works from, distribute, and otherwise exploit such Feedback for any purpose, without attribution or compensation. Nothing in this Section obligates the Institution to provide Feedback.

7.5. Restrictions. Except as expressly permitted under this Agreement or under the applicable licenses identified in the License Files, the Institution shall not: (a) copy, modify, adapt, translate, or create derivative works of the Service or any Proprietary Component thereof; (b) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of any Proprietary Component of the Service; (c) sublicense, sell, resell, lease, rent, or otherwise make the Service available to any third party; (d) remove, obscure, or alter any proprietary notices, labels, or marks on the Service; or (e) use the Service to develop a competing product or service. For the avoidance of doubt, the restrictions in this Section 7.5 do not limit any rights expressly granted to the Institution under the applicable open-source licenses governing the Open-Source Components, as identified in the License Files.

8. Confidentiality

8.1. Mutual Obligations. Each party agrees that during the term of this Agreement and for a period of three (3) years following the disclosure of the applicable Confidential Information, or in the case of trade secrets, for so long as such information qualifies as a trade secret under applicable law, it shall: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose such Confidential Information to any third party without the prior written consent of the Disclosing Party, except as expressly permitted herein; and (c) use such Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement.

8.2. Permitted Disclosures. The Receiving Party may disclose Confidential Information to its employees, officers, directors, contractors, agents, and advisors ("Representatives") who have a need to know such information for the purposes of this Agreement and who are bound by confidentiality obligations no less restrictive than those set forth herein. The Receiving Party shall be responsible for any breach of this Section by its Representatives.

8.3. Exclusions. Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party, as demonstrated by the Receiving Party's written records; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is rightfully received by the Receiving Party from a third party without restriction on disclosure.

8.4. Compelled Disclosure. If the Receiving Party is compelled by law, regulation, or legal process to disclose the Disclosing Party's Confidential Information, the Receiving Party shall, to the extent legally permitted, provide the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall disclose only that portion of the Confidential Information that it is legally required to disclose and shall use commercially reasonable efforts to obtain confidential treatment for the disclosed information.

8.5. Return or Destruction. Upon termination of this Agreement or upon the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all copies of the Disclosing Party's Confidential Information in its possession, except to the extent that retention is required by applicable law or regulation, or as necessary for the Receiving Party's reasonable archival or backup purposes, subject to continuing confidentiality obligations.

9. Privacy and Data Protection

9.1. Privacy Policy. Edudigital's collection, use, and disclosure of personal information in connection with the Service are governed by Edudigital's Privacy Policy, available at edudigital.app/privacy, which is incorporated herein by reference.

9.2. Data Processing Agreement. To the extent that Edudigital processes personal data on behalf of the Institution, the parties shall enter into a Data Processing Agreement ("DPA") that governs such processing. The DPA is incorporated into and forms part of this Agreement. In the event of a conflict between the DPA and these Terms regarding the processing of personal data, the DPA shall control.

9.3. FERPA Compliance. For Institutions subject to the Family Educational Rights and Privacy Act ("FERPA"), Edudigital acknowledges that it may receive Education Records from the Institution. In such capacity, Edudigital shall be designated as a "school official" with "legitimate educational interests" as those terms are used in FERPA and its implementing regulations. Edudigital agrees that it shall: (a) use Education Records solely for the purpose of providing the Service as contracted; (b) not disclose Education Records to any third party except as authorized by the Institution, the student, or as required by law; (c) not use Education Records for any purpose other than the purpose for which the disclosure was made; and (d) comply with the requirements of 34 C.F.R. Section 99.33(a).

9.4. Data Controller and Processor. For the purposes of applicable data protection laws, the Institution shall act as the data controller (or equivalent designation under applicable law) with respect to the personal data of its students, faculty, and staff. Edudigital shall act as the data processor (or equivalent designation) and shall process personal data only in accordance with the Institution's documented instructions, the DPA, and this Agreement.

9.5. Cross-Border Data Transfers. Where the Institution is located in Latin America or other jurisdictions outside the United States, the parties acknowledge that personal data may be transferred to and processed in the United States and other countries. Such transfers shall be conducted in accordance with applicable data protection laws and the safeguards set forth in the DPA, including, where required, the use of standard contractual clauses, binding corporate rules, or other lawful transfer mechanisms.

9.6. Data Security. Edudigital shall implement and maintain appropriate technical and organizational security measures to protect Institution Data against unauthorized access, loss, alteration, disclosure, or destruction, as further described in the DPA and the Documentation. These measures include, but are not limited to, encryption at rest and in transit, access controls, audit logging, vulnerability management, and incident response procedures.

10. Acceptable Use

10.1. Acceptable Use Policy. The Institution and its Authorized Users shall comply with Edudigital's Acceptable Use Policy ("AUP"), available at edudigital.app/aup, which is incorporated herein by reference. Edudigital may update the AUP from time to time, and any material changes shall be communicated to the Institution in accordance with Section 24.

10.2. Prohibited Conduct. Without limiting the generality of the AUP, the Institution and its Authorized Users shall not: (a) use the Service for any unlawful purpose or in violation of any applicable law or regulation; (b) interfere with or disrupt the integrity or performance of the Service or any third-party data contained therein; (c) attempt to gain unauthorized access to the Service, other accounts, computer systems, or networks connected to the Service; (d) transmit viruses, malware, or other malicious code through the Service; (e) use the Service to store or transmit content that infringes the intellectual property rights of any third party; (f) use the Service for commercial purposes unrelated to the Institution's educational mission; or (g) use automated means to access or scrape data from the Service except through the Edudigital API in accordance with the Documentation and applicable rate limits.

10.3. Institution Responsibility. The Institution is responsible for the conduct of its Authorized Users and shall take reasonable steps to prevent any violation of the AUP. Edudigital reserves the right to investigate any suspected violation and to take appropriate action, including suspension of the Service as set forth in Section 16.

11. Warranties and Disclaimers

11.1. Limited Warranty. Edudigital warrants that during the Subscription term, the Service shall materially conform to the functionality described in the Documentation. If the Institution notifies Edudigital in writing of a material non-conformity, Edudigital shall use commercially reasonable efforts to correct such non-conformity within a reasonable time. If Edudigital is unable to correct the non-conformity within sixty (60) days of receiving notice, the Institution's sole remedy shall be to terminate the affected Subscription and receive a pro-rata refund of prepaid, unused fees for the remainder of the Subscription term.

11.2. Mutual Representations. Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) the execution and performance of this Agreement does not violate any other agreement to which it is a party; and (c) this Agreement constitutes a valid and binding obligation, enforceable in accordance with its terms.

11.3. Open-Source Warranty Disclaimer. THE OPEN-SOURCE COMPONENTS OF THE PLATFORM ARE PROVIDED SUBJECT TO THE TERMS OF THEIR RESPECTIVE OPEN-SOURCE LICENSES, AS IDENTIFIED IN THE LICENSE FILES. TO THE EXTENT ANY OPEN-SOURCE LICENSE INCLUDES WARRANTY DISCLAIMERS OR LIMITATIONS OF LIABILITY, THOSE TERMS APPLY TO THE CORRESPONDING OPEN-SOURCE COMPONENTS. EDUDIGITAL MAKES NO ADDITIONAL WARRANTY WITH RESPECT TO THE OPEN-SOURCE COMPONENTS BEYOND WHAT IS STATED IN THE APPLICABLE OPEN-SOURCE LICENSES.

11.4. Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 11.1 AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, PLATFORM, DOCUMENTATION, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. EDUDIGITAL SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. EDUDIGITAL DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED.

11.5. Regulatory Compliance. EDUDIGITAL DOES NOT WARRANT OR GUARANTEE THAT THE INSTITUTION'S USE OF THE SERVICE WILL ENSURE COMPLIANCE WITH ANY SPECIFIC LAWS, REGULATIONS, OR ACCREDITATION STANDARDS, INCLUDING BUT NOT LIMITED TO FERPA, TITLE IV OF THE HIGHER EDUCATION ACT, STATE LICENSING REQUIREMENTS, OR ANY OTHER APPLICABLE REGULATORY FRAMEWORK IN THE UNITED STATES OR LATIN AMERICA. THE INSTITUTION IS SOLELY RESPONSIBLE FOR ENSURING THAT ITS USE OF THE SERVICE COMPLIES WITH ALL APPLICABLE LAWS, REGULATIONS, AND ACCREDITATION REQUIREMENTS. WHILE THE PLATFORM INCLUDES COMPLIANCE TOOLS AND REPORTING FEATURES, THESE TOOLS ARE AIDS TO COMPLIANCE AND DO NOT CONSTITUTE LEGAL ADVICE OR A GUARANTEE OF REGULATORY COMPLIANCE.

11.6. Beta Features. BETA FEATURES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY WHATSOEVER. EDUDIGITAL SHALL HAVE NO LIABILITY FOR ANY HARM OR DAMAGE ARISING FROM THE INSTITUTION'S USE OF BETA FEATURES.

12. Limitation of Liability

12.1. Cap on Liability. EXCEPT AS SET FORTH IN SECTION 12.3, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY THE INSTITUTION TO EDUDIGITAL DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (THE "LIABILITY CAP").

12.2. Exclusion of Consequential Damages. EXCEPT AS SET FORTH IN SECTION 12.3, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR REVENUE, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3. Carve-Outs. The limitations set forth in Sections 12.1 and 12.2 shall not apply to: (a) a party's indemnification obligations under Section 13; (b) claims arising from Edudigital's infringement or misappropriation of third-party intellectual property rights; (c) damages arising from a party's willful misconduct or fraud; (d) damages arising from a data breach caused by Edudigital's gross negligence; or (e) claims for bodily injury or death caused by a party's negligence.

12.4. No Limitation on Non-Excludable Rights. Nothing in this Agreement shall exclude or limit liability for fraud, fraudulent misrepresentation, death, or personal injury caused by negligence, or any other liability that cannot be excluded or limited under applicable law.

12.5. Basis of the Bargain. The parties acknowledge that the limitations of liability set forth in this Section 12 reflect a fair and reasonable allocation of risk between the parties and form an essential basis of the bargain between the parties. The fees charged by Edudigital reflect this allocation of risk, and Edudigital would not enter into this Agreement without these limitations.

13. Indemnification

13.1. Indemnification by Edudigital. Edudigital shall defend, indemnify, and hold harmless the Institution and its officers, directors, employees, agents, successors, and assigns (collectively, "Institution Indemnitees") from and against any and all third-party claims, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any claim that the Proprietary Components of the Service, as provided by Edudigital and used by the Institution in accordance with this Agreement, infringe or misappropriate any third-party patent, copyright, trademark, or trade secret (an "IP Claim"). In the event of an IP Claim, Edudigital may, at its option and expense: (a) obtain for the Institution the right to continue using the Service; (b) modify the Service to make it non-infringing without materially diminishing its functionality; or (c) replace the Service with a non-infringing alternative of substantially equivalent functionality. If none of the foregoing options are commercially reasonable, Edudigital may terminate the affected Subscription and refund to the Institution any prepaid, unused fees for the remainder of the Subscription term.

13.2. Exclusions from Edudigital Indemnification. Edudigital shall have no obligation under Section 13.1 to the extent that the IP Claim arises from: (a) the Institution's modification of the Service without Edudigital's authorization; (b) the Institution's combination of the Service with products, services, data, or technology not provided or approved by Edudigital; (c) the Institution's use of the Service in violation of this Agreement or the Documentation; (d) Institution Data or Institution Content; or (e) Open-Source Components, which are governed by the terms of their respective open-source licenses as identified in the License Files.

13.3. Indemnification by Institution. The Institution shall defend, indemnify, and hold harmless Edudigital and its officers, directors, employees, agents, successors, and assigns (collectively, "Edudigital Indemnitees") from and against any and all third-party claims, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) the Institution's or any Authorized User's use of the Service in violation of this Agreement, the AUP, or applicable law; (b) Institution Data or Institution Content, including any claim that Institution Data or Institution Content infringes or misappropriates a third party's intellectual property or other rights; (c) a breach by the Institution of its representations, warranties, or obligations under this Agreement; or (d) any dispute between the Institution and its students, employees, or other third parties arising from the Institution's use of the Service.

13.4. Indemnification Procedure. The party seeking indemnification ("Indemnified Party") shall: (a) promptly notify the indemnifying party ("Indemnifying Party") in writing of the claim, provided that a failure to provide prompt notice shall not relieve the Indemnifying Party of its obligations except to the extent that it is materially prejudiced by such failure; (b) grant the Indemnifying Party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation and assistance in the defense at the Indemnifying Party's expense. The Indemnifying Party shall not settle any claim in a manner that imposes any obligation or liability on the Indemnified Party without the Indemnified Party's prior written consent, which shall not be unreasonably withheld.

14. Term and Termination

14.1. Initial Term. The initial term of this Agreement shall be as specified in the applicable Order Form ("Initial Term"). The Initial Term shall commence on the effective date specified in the Order Form.

14.2. Renewal. Unless otherwise specified in the Order Form, at the expiration of the Initial Term, the Subscription shall automatically renew for successive periods equal to the Initial Term (each, a "Renewal Term"), unless either party provides written notice of non-renewal to the other party no later than ninety (90) days prior to the end of the then-current term. The Initial Term and all Renewal Terms are collectively referred to as the "Subscription Term."

14.3. Termination for Convenience. Either party may terminate this Agreement for convenience by providing the other party with no less than ninety (90) days' prior written notice. Termination for convenience by the Institution shall not entitle the Institution to a refund of any prepaid fees unless otherwise specified in the Order Form.

14.4. Termination for Cause. Either party may terminate this Agreement for cause if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the nature of the breach; or (b) becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

14.5. Effect of Termination. Upon termination or expiration of this Agreement:

(a) All rights and licenses granted to the Institution under this Agreement shall immediately terminate, and the Institution shall cease all use of the Service. For the avoidance of doubt, termination of this Agreement does not terminate any rights the Institution may hold under the applicable open-source licenses governing the Open-Source Components, which survive independently of this Agreement.

(b) Data Export Period. Edudigital shall make Institution Data available for export for a period of sixty (60) calendar days following the effective date of termination or expiration (the "Data Export Period"). During the Data Export Period, the Institution may export its data using the Platform's export tools or by requesting assistance from Edudigital. Edudigital shall provide reasonable cooperation in facilitating the data export.

(c) Data Deletion. Following the expiration of the Data Export Period, Edudigital shall delete or destroy all Institution Data in its possession or control within thirty (30) days, except to the extent that retention is required by applicable law or regulation. Edudigital shall certify such deletion or destruction in writing upon the Institution's request.

(d) Each party shall promptly return or destroy the other party's Confidential Information in accordance with Section 8.5.

(e) All provisions of this Agreement that by their nature should survive termination shall survive, including Sections 2, 6, 7, 8, 11, 12, 13, 17, 18, 19, 22, and 23.

14.6. Outstanding Fees. Termination of this Agreement shall not relieve the Institution of its obligation to pay any fees that are accrued or due at the time of termination.

15. Service Level Agreement

15.1. SLA Document. Edudigital shall provide the Service in accordance with the Service Level Agreement ("SLA"), available at edudigital.app/sla, which is incorporated herein by reference. The SLA sets forth the applicable uptime commitments, performance metrics, support response times, scheduled maintenance windows, and service credits.

15.2. Uptime Commitment. Edudigital commits to a target uptime of ninety-nine point nine percent (99.9%) for the Service, measured on a monthly basis, excluding scheduled maintenance windows and force majeure events. The calculation methodology and service credit framework are detailed in the SLA.

15.3. Support. Edudigital shall provide technical support in accordance with the support tier specified in the applicable Order Form. Support may include email support, help desk access, and, for certain support tiers, dedicated account management and phone support. Support is available in English and Spanish.

16. Suspension

16.1. Right to Suspend. Edudigital may suspend the Institution's access to the Service, in whole or in part, immediately and without prior notice if Edudigital reasonably determines that:

(a) Non-Payment: The Institution has failed to pay any undisputed fees when due and such failure continues for fifteen (15) or more days after written notice of non-payment;

(b) AUP Violation: The Institution or any Authorized User has violated or is violating the Acceptable Use Policy in a manner that could cause harm to the Service, other customers, or third parties;

(c) Security Threat: The Institution's use of the Service poses a security risk to the Service, Edudigital's infrastructure, or any third party, including but not limited to evidence of unauthorized access, malware propagation, or denial-of-service activity originating from the Institution's account;

(d) Legal Requirement: Suspension is required by applicable law, regulation, court order, or governmental directive.

16.2. Notice and Cure. Except where immediate suspension is necessary to prevent imminent harm or comply with legal requirements, Edudigital shall use commercially reasonable efforts to provide the Institution with advance notice of any suspension and an opportunity to cure the underlying cause. Edudigital shall promptly restore access to the Service once the cause for suspension has been resolved.

16.3. Effect of Suspension. During any period of suspension: (a) the Institution's obligation to pay applicable fees shall continue unless the suspension is due to a breach by Edudigital; and (b) Edudigital shall use commercially reasonable efforts to preserve Institution Data.

17. Force Majeure

17.1. Definition. Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement (except for the obligation to make payments) to the extent that such failure or delay is caused by circumstances beyond the party's reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, civil unrest, embargoes, government actions, labor disputes, strikes, failures of third-party telecommunications or power systems, cyberattacks (including distributed denial-of-service attacks), and failures of third-party hosting or cloud infrastructure providers (collectively, "Force Majeure Events").

17.2. Obligations During Force Majeure. The affected party shall: (a) promptly notify the other party in writing of the Force Majeure Event and its expected duration; (b) use commercially reasonable efforts to mitigate the effects of the Force Majeure Event; and (c) resume performance as soon as reasonably practicable after the Force Majeure Event has ceased.

17.3. Termination Right. If a Force Majeure Event continues for a period exceeding ninety (90) consecutive days, either party may terminate this Agreement upon thirty (30) days' written notice to the other party. Upon such termination, Edudigital shall provide the Institution with access to export its Institution Data in accordance with Section 14.5(b).

18. Dispute Resolution

18.1. Informal Negotiation. In the event of any dispute, claim, or controversy arising out of or relating to this Agreement ("Dispute"), the parties shall first attempt to resolve the Dispute through good faith negotiation. Either party may initiate the negotiation process by providing written notice to the other party describing the Dispute in reasonable detail. The parties shall have thirty (30) days from the date of such notice to resolve the Dispute through negotiation. Each party shall designate a senior executive with authority to settle the Dispute to participate in the negotiations.

18.2. Mediation. If the parties are unable to resolve the Dispute through negotiation within the thirty (30) day period specified in Section 18.1, either party may submit the Dispute to non-binding mediation. The mediation shall be conducted by a single mediator mutually agreed upon by the parties, or, in the absence of agreement, appointed by the American Arbitration Association ("AAA"). The mediation shall be held in Miami, Florida, United States. The costs of mediation shall be shared equally by the parties. The parties shall have sixty (60) days from the commencement of mediation to resolve the Dispute.

18.3. Binding Arbitration. If the Dispute is not resolved through mediation within the sixty (60) day period specified in Section 18.2, either party may submit the Dispute to binding arbitration administered by the AAA in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator. The seat of arbitration shall be Miami, Florida, United States. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could award, including equitable relief. The arbitrator's decision shall be final and binding, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

18.4. Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT ANY DISPUTE RESOLUTION PROCEEDINGS SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

18.5. Small Claims Exception. Notwithstanding the foregoing, either party may bring an individual action in small claims court for Disputes within the jurisdictional limits of such court.

18.6. Injunctive Relief. Nothing in this Section shall prevent either party from seeking temporary or preliminary injunctive relief from a court of competent jurisdiction to prevent irreparable harm pending the resolution of a Dispute through the procedures set forth herein.

19. Governing Law

19.1. This Agreement, and any Dispute arising out of or relating to this Agreement, shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to its conflict of laws principles.

19.2. To the extent any matter is not subject to arbitration under Section 18, each party irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in Miami-Dade County, Florida, United States of America.

20. Assignment

20.1. Neither party may assign, transfer, or delegate this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed.

20.2. Notwithstanding Section 20.1, either party may assign this Agreement without the other party's consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that: (a) the assignee assumes all of the assigning party's obligations under this Agreement; and (b) the assigning party provides the other party with written notice of the assignment within thirty (30) days of the effective date of the assignment.

20.3. Any purported assignment in violation of this Section shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

21. Notices

21.1. All notices, requests, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when: (a) delivered personally; (b) sent by confirmed email; (c) sent by nationally recognized overnight courier with tracking capability; or (d) sent by certified mail, return receipt requested, postage prepaid.

21.2. Notices to Edudigital shall be sent to:

Edudigital AI, Inc. Attn: Legal Department Email: legal@edudigital.ai

21.3. Notices to the Institution shall be sent to the address and email specified in the applicable Order Form, or such other address as the Institution may designate by written notice to Edudigital.

21.4. Either party may change its notice address by providing written notice to the other party in accordance with this Section.

22. Severability

22.1. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent of the parties. If such modification is not possible, the provision shall be severed from this Agreement.

22.2. The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of any other provision of this Agreement. The remaining provisions shall continue in full force and effect.

23. Entire Agreement

23.1. This Agreement, together with all Order Forms, the Data Processing Agreement (DPA), the Service Level Agreement (SLA), the Acceptable Use Policy (AUP), the Privacy Policy, the License Files, and any other documents expressly incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

23.2. In the event of a conflict between the documents comprising this Agreement, the following order of precedence shall apply (with the first listed document having the highest priority): (a) the DPA, solely with respect to the processing and protection of personal data and Education Records; (b) the Order Form; (c) these Terms of Service; (d) the SLA; (e) the AUP; and (f) the Privacy Policy.

23.3. Notwithstanding Section 23.2, the applicable License Files shall control solely with respect to the identification of the license terms applicable to any specific component of the Platform. The License Files do not modify, limit, or supersede any provision of the DPA, these Terms, or any Order Form with respect to data protection, confidentiality, service levels, fees, or any other subject matter.

23.4. No terms or conditions set forth in any purchase order, invoice, or other ordering document submitted by the Institution shall modify or supplement this Agreement, and any such terms or conditions are hereby rejected.

24. Amendments

24.1. Edudigital reserves the right to amend these Terms from time to time. For material changes, Edudigital shall provide the Institution with no less than thirty (30) days' prior written notice before the amended Terms take effect. Such notice shall describe the nature of the changes and the effective date.

24.2. If the Institution does not agree to the amended Terms, it may terminate this Agreement by providing written notice to Edudigital before the effective date of the amendment. The Institution's continued use of the Service after the effective date of the amended Terms shall constitute acceptance of the amendments.

24.3. Non-material changes, including corrections of typographical errors, clarifications, and updates to URLs or contact information, may be made without advance notice.

24.4. Notwithstanding the foregoing, no amendment to an Order Form shall be effective unless mutually agreed upon in writing by both parties.

25. Contact Information

For questions about these Terms of Service, please contact:

Edudigital AI, Inc. Email: legal@edudigital.ai Website: edudigital.app

For technical support inquiries, please contact: Email: support@edudigital.ai

For privacy and data protection inquiries, please contact: Email: privacy@edudigital.ai

Edudigital AI, Inc. recommends that Institutions review these Terms with their own legal advisors before executing any Order Form referencing these Terms.