Terms and Conditions Archive

CIVITAS LEARNING, INC.

MASTER SERVICES AGREEMENT

Version: June 25, 2025

This Master Services Agreement (“MSA“) governs access to, and use of, any Civitas Learning, Inc., (“Civitas”), products and services as set forth in an applicable order form executed between Civitas and the entity placing an order for Civitas services (“Customer”). By executing an Order Form that incorporates this MSA by reference, Customer agrees to the terms of this MSA. Together, the MSA including any exhibits or addenda hereto and any applicable Order Form(s) and/or SOW(s) constitute (the “Agreement”). The “Effective Date” of this MSA is the effective date of the earliest Order Form entered into between Customer and Civitas.

1. Provision of Services. Subject to the terms and conditions of the Agreement, including without limitation Customer’s payment of all of the fees due hereunder, Civitas will provide Customer with a non-exclusive and non-assignable right to access and use the services (the “Services”), described in one or more order forms entered into by the parties (each, an “Order Form”), which Order Forms will include the pricing and other terms and conditions applicable to the Services. The Services may include (i) web-based access to the Civitas’s software as a service platform (the “Platform”) and certain capabilities available through the Platform (each, an “Capability“), (ii) the Civitas Customer Portal, user guides, online help, chatbot services, release notes, training materials, customer insight reports, and other documentation provided or made available by Civitas to Customer regarding the use of the Services (the “Civitas Materials”), and (iii) implementation, customization, data import and export, monitoring, technical support, consulting, and certain other ancillary services provided by Civitas (the “Professional Services”). The Platform or Capabilities indicated on an Order Form will be implemented in accordance with the Platform Specifications in effect as of the Effective Date of the applicable Order Form and will be provided for the applicable term in accordance with the Service Level Agreement (“SLA”). The Professional Services indicated on the applicable Order Form will be provided in accordance with the Professional Services Specifications in effect as of the Effective Date of the applicable Order Form. Customer acknowledges that Civitas’s ability to deliver the Services in accordance with the Agreement may depend on the accuracy and timeliness of access to data, systems or software, and/or information and assistance from Customer. Civitas will comply with all applicable local, state, federal, and foreign laws in the fulfillment of its obligations under the Agreement.

2. Customer Responsibilities. Customer is responsible for all user activities that occur under the Customer’s user accounts and Civitas shall not be liable for any loss of data or functionality or other damages caused directly or indirectly by Customer’s user accounts. Customer shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Shared Personal Data and all content such as text, comments, photos, audiovisual content, and other media content (“User Content”) entered into or otherwise provided to the Services or the Civitas Customer Portal by Customer; (ii) comply with all applicable local, state, federal, and foreign laws in using the Services including but not limited to laws related to data privacy, automated decisionmaking, communications, and the transmission of data; (iii) if and to the extent required in order for Civitas to perform the Services, and at Customer’s sole cost, Customer will provide Civitas with access to data, certain proprietary, and third-party systems or software and commercially reasonable information and assistance (iv) obtain any consents required for Civitas to implement and perform the Services; and (v) use the Services solely for their intended purpose in accordance with the Agreement. Customer understands and agrees that Civitas cannot guarantee the availability of third-party services which may interoperate with Civitas’s Services (“Third-Party Services”) and may cease supporting such interoperation without entitling Customer to any refund, credit, or other compensation. Customer further understands and agrees that Civitas is not responsible for the content or operation of any Third-Party Services, or for the acts or omissions of any Third-Party Services provider. Civitas makes no representations or warranties regarding Third-Party Services and shall have no liability whatsoever to Customer arising out of or related to Third-Party Services. For purposes of the Agreement, including any addenda hereto, the term Customer shall include any employee, contractor, or agent of Customer who is authorized by Customer to use the Services.

3. Restrictions. Customer shall not, and shall not permit anyone to: (i) copy or republish the Services; (ii) make the Services available to any person other than Customer employees, agents, or students; (iii) use or access the Services to provide service bureau, time-sharing, or other computer hosting services to third-parties; (iv) modify or create derivative works based upon the Services or Civitas Materials without Civitas’s express written permission; (v) remove, modify, or obscure any copyright, trademark, or other proprietary notices contained in the Services or Civitas Materials; (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or analytical models of the Services, except and only to the extent such activity is expressly permitted by applicable law; (vii) conduct any penetration testing, vulnerability scanning, load testing, or similar techniques or processes without the Civitas’s prior written consent; or (viii) access the Services or use the Civitas Materials in order to build a similar product or competitive product.

4. Fees and Payment.

• **4.1 Invoicing.**Customer shall pay Civitas the fees in U.S. Dollars within 30 days of the invoice date. Invoices for annual renewal terms shall be issued 30 days in advance of the renewal date. Customer shall submit such payments as required in accordance with the payment instructions provided in each invoice.
• 4.2 **Late Fees.**If payment is not made when due, Civitas may charge Customer a late fee on the unpaid balance at the lesser of 1% per month or the maximum lawful rate permitted by applicable law, rounded to the next highest whole month and compounded monthly.
• 4.3 **Taxes.**All fees charged for Services are exclusive of all taxes and similar fees now in force, enacted or imposed in the future on the transaction and/or the delivery of Services, all of which Customer will be responsible for and will pay in full, except for taxes based solely on Civitas’s net income.

5. Ownership. Customer shall own all right, title, and interest in and to any Shared Personal Data, as that term is defined in the Data Sharing Addendum (“DSA”). Customer grants and agrees to grant to Civitas a perpetual, irrevocable, non-exclusive, royalty-free license to use all Shared Personal Data (i) to provide the Services, conduct activities, and perform obligations pursuant the Agreement; and (ii) to develop and improve Civitas’s statistical and analytical products, machine learning models, and the Services. Civitas agrees to treat all Shared Personal Data consistent with the confidentiality and data privacy obligations set forth in the Agreement and the attached DSA. Upon request by Customer, Civitas will provide Customer with an electronic copy of all Shared Personal Data under Civitas’s control.

All right, title, and interest in and to the Services, Civitas Materials, and associated algorithms, technology, and documentation, including any improvements, modifications, derivative works, and enhancements made thereto, are and shall remain in Civitas. Except for those rights expressly granted herein, no other rights are granted, either express or implied, to Customer hereby.

6. **Feedback.**Customer may provide suggestions, enhancement requests, recommendations, or other feedback to Civitas concerning the functionality and performance of the Services (“Feedback”) from time to time. Customer hereby assigns and agrees to assign all of its right, title, and interest in and to such Feedback to Civitas. To the extent that the foregoing assignment is ineffective for whatever reason, Customer hereby grants and agrees to grant to Civitas a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sublicense, distribute, modify and otherwise exploit such Feedback without restriction.

7. Warranties.

7.1 **Civitas Warranties.**Civitas represents that:

• 7.1.1Civitas is the owner or authorized user of the Platform and all of its components, and to the best of its knowledge the Platform and Capabilities do not violate any patent, trademark, trade secret, copyright or any other right of ownership of any third party;
• 7.1.2 The Platform and its components are equipped and/or designed with systems intended to prevent industry known system attacks (e.g., hacker and virus attacks) and unauthorized access to confidential information;
• 7.1.3 Civitas will (i) establish and maintain commercially reasonable technical and organizational measures to help to protect against accidental damage to, or destruction, loss, or alteration of Shared Personal Data; (ii) establish and maintain commercially reasonable technical and organizational measures to help to protect against unauthorized access to the Platform; (iii) establish and maintain network and internet security procedures, protocols, security gateways and firewalls with respect to the Platform; and (iv) establish and maintain commercially reasonable disaster recovery plans; and
• 7.1.4 The Services will perform materially in accordance with the terms of the Agreement and each Order Form.

**7.2 Customer Warranties.**Customer represents and warrants that:

• 7.2.1 It has full right, power, and authority to enter into and perform its obligations under the Agreement; and
• 7.2.2 Neither the Shared Personal Data nor any other materials provided by Customer to Civitas in connection with the Agreement (the “Materials”) will infringe, misappropriate or violate any intellectual property, privacy or other right of any person or entity or any applicable federal, state, or local laws.

7.3 **“AS IS.”**EXCEPT AS SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. DATA MAY BE DAMAGED OR LOST IN CONNECTION WITH USE OF THE SERVICES. CIVITAS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THOSE OF MERCHANTABILITY, NON-INTERFERENCE, ACCURACY OF DATA, ACCURACY OF ALGORITHMIC MODELS, AND FITNESS FOR A PARTICULAR PURPOSE. CIVITAS DOES NOT GIVE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, COMPLETENESS, CURRENCY, CORRECTNESS, RELIABLITY, INTEGRITY, USEFULNESS, QUALITY, FITNESS FOR PURPOSE OR ORIGINALITY OF CUSTOMER DATA. CUSTOMER IS SOLELY RESPONSIBLE FOR THE RESULTS ACHIEVED USING THE SERVICES, ANY DECISIONS CUSTOMER MAKES BASED ON THAT USE, AND FOR THE CONCLUSIONS CUSTOMER DRAWS FROM THAT USE.

8. Indemnity.

• 8.1 **Civitas Indemnification.**Civitas shall defend, indemnify and hold Customer harmless against all damages finally awarded or paid in settlement of each third-party claim brought against Customer arising out of or relating to the breach, actual or alleged, by Civitas of the warranties set forth in the Section of the Agreement titled “Warranties.”
• 8.2 **Customer Indemnification.**Customer shall defend, indemnify and hold Civitas harmless against all damages finally awarded or paid in settlement of a third-party claim brought against Civitas arising out of or relating to i) Civitas’s use of the Shared Personal Data or Materials in accordance with the Agreement and ii) the breach, actual or alleged, by Customer of the Agreement or any Order Form.
• 8.3 **Remedies.**Should the Services or any portion thereof become, or in Civitas’s opinion be likely to become, the subject of a claim for which indemnity is provided under this Section, Civitas shall, as Customer’s sole and exclusive remedy, elect in its sole discretion to (i) obtain for Customer the right to use the Services; (ii) replace or modify the Services so that they become non-infringing; or (iii) terminate the Agreement and refund any unused fees prepaid by Customer for the Services.
• 8.4 **Requirements for Indemnification.**Each party’s indemnification obligations hereunder shall be subject to: (i) receiving prompt written notice of the existence of any claim, except that any failure to provide this notice promptly only relieves the indemnifying party of its responsibility pursuant to this Section to the extent its defense is prejudiced by the delay; (ii) being able to, at its option, control the defense of such claim; (iii) permitting the indemnified party to participate in the defense of any claim at the cost of the indemnified party; and (iv) receiving reasonable cooperation of the indemnified party (at the cost of the indemnifying party) in the defense thereof.

9. Limitation of Liability. EXCEPT FOR ITS INDEMNITY OBLIGATIONS SET FORTH HEREIN, IN NO EVENT SHALL CIVITAS’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY OR DUE FROM CUSTOMER FOR THE SERVICES UNDER THE AGREEMENT IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

10. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL CIVITAS HAVE ANY LIABILITY FOR ANY LOST PROFITS, LOSS OF DATA, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

11. Term and Termination.

• 11.1 Term. This MSA begins upon the Effective Date and shall remain in effect until the expiration of all Order Forms. If this MSA terminates as a result of there being no active Order Form this MSA will automatically become effective again in the event that a new Order Form is entered into by and between the parties.
• 11.2 **Change in Law.**In the event that any material change in any Applicable Law, or in the interpretation of such Applicable Law, makes continued performance by any party under the then-current terms and conditions of any Order Form illegal and the parties, using their best efforts, are unable to agree upon modifications to the Order Form to avoid such illegality, then any party may terminate such Order Form, without penalty, by written notice to the other party, which notice will be effective upon the earlier to occur of (i) the 90 day following delivery of the notice to the other party or (ii) the effective date of such change in Applicable Law. To be effective, any written notice terminating a Order Form pursuant to this Section must include a detailed explanation and evidence of the illegality created as a result of such change in Applicable Law. For purposes of this Section, “Applicable Law” means all federal, state and local laws, statutes, regulations, rules, executive orders, supervisory requirements, permitting or licensing requirements, export requirements, directives, circulars, opinions, decrees, interpretive letters, guidance or other official releases of or by any government, any authority, department or agency thereof, or any regulatory or self-regulatory organization.
• 11.3 **Termination.**In addition to any other remedies it may have, if either party breaches any of the terms or conditions of the Agreement and fails to cure such breach within 30 days after written notice from the non-breaching party, the non-breaching party may terminate this MSA or a specific Order Form upon 10 days’ written notice. Upon a termination by Customer under this provision, Civitas will immediately terminate Customer’s access to the Services. If Customer fails to provide any necessary cooperation or otherwise prevents or delays Civitas from performing its obligations under the Agreement, Civitas is not in breach of the Agreement and is not liable to Customer for the delay or failure to perform the affected obligations.
• 11.4 Suspension for Non-Payment. Civitas reserves the right to suspend delivery of the Services if Customer fails to timely pay any amounts due to Civitas under the Agreement and any Order Form but only after Civitas notifies Customer of such failure and such failure continues for fifteen (15) days. Suspension of the Services shall not release Customer of its payment obligations under the Agreement. Customer agrees that Civitas shall not be liable to Customer or to any third party for any liabilities, claims, or expenses arising from or relating to suspension of the Services resulting from Customer’s nonpayment.

12. **Confidential Information.**Customer acknowledges that the Services, including the Platform and the Capabilities, the Civitas Materials, the terms of the Agreement, and any other proprietary or confidential information provided to Customer by Civitas (“Civitas Confidential Information”) constitutes valuable proprietary information and trade secrets of Civitas to the extent permitted by law. Civitas acknowledges that any proprietary or confidential information provided to Civitas by Customer (“Customer Confidential Information”) constitutes valuable proprietary information and trade secrets of Customer. Confidential Information under the Agreement shall not include Shared Personal Data. Each party agrees to preserve the confidential nature of the other party’s Confidential Information by retaining and using the Confidential Information in trust and confidence, solely for its internal use, and by using the same degree of protection that such party uses to protect similar proprietary and confidential information, but in no event less than reasonable care. Each party shall have the right to obtain an injunction (without having to post a bond) to prevent any breach or continued breach of this Section. Each receiving party agrees to promptly report any breaches of this Section to the disclosing party. If a party receives an order from a court or other governmental body, or via a public records or FOIA request that requires disclosure of the other party’s Confidential information, then the party receiving the order shall notify the other party of the order in advance of making any such disclosure. Civitas shall not, in any manner whatsoever, disclose, permit access to, or allow use of Customer Confidential Information to any person or entity except as specifically permitted or required under the Agreement.

Notwithstanding the foregoing, Confidential Information shall not include any information which (i) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available to the public without breach of the Agreement by the receiving party; (ii) was acquired by the receiving party without restriction as to use or disclosure before receiving such information from the disclosing party, as shown by the receiving party’s files and records immediately prior to the time of disclosure; (iii) is obtained by the receiving party without restriction as to use or disclosure by a third party authorized to make such disclosure; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession.

**13. Accessibility.**Civitas will assist Customer in complying with all applicable accessibility laws, including the Americans with Disabilities Act and the Rehabilitation Act of 1973, by making commercially reasonable efforts to achieve compliance with the WCAG 2.0 AA for the Services provided under the Agreement and any Order Forms. Any complaints regarding accessibility of the Services must be sent to access@civitaslearning.com. Civitas will respond to any such complaints within 30 days following receipt.

14. Beta Programs. Civitas may make available services or functionality of the Services to Customer to try at its option at no additional charge or at a reduced fee which are designated as beta, pilot, limited release, early adoption (each, a “Beta Program”). Customer may be presented with additional terms and conditions when registering for a Beta Program, and any such additional terms and conditions are hereby incorporated into the Agreement by reference and are legally binding upon the parties. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION SECTIONS 7, 8, 9, AND 10, BETA PROGRAMS ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND IN NO EVENT SHALL CIVITAS’S LIABILITY UNDER OR IN CONNECTION WITH A BETA PROGRAM EXCEED $100.

15. **Force Majeure.**Except for Customer’s obligation to make payments to Civitas, neither party will be liable for any failure or delay in its performance under the Agreement due to any cause beyond its reasonable control, including acts of war, acts of God, terrorism, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet (not resulting from the actions or omissions of Civitas), provided that the delayed party: (i) gives the other party prompt notice of such cause, and (ii) uses its reasonable commercial efforts to promptly correct such failure or delay in performance. If Civitas is unable to provide Services for a period of 30 consecutive calendar days as a result of a continuing force majeure event, Customer may cancel the Services upon written notice to Civitas.

**16. Publicity.**Civitas may reproduce and display Customer’s logos, trademarks, trade names and similar identifying material in Civitas’s marketing materials (such as in press releases and on Civitas’s website) for the purpose of referring to Customer as a customer of Civitas. In addition, Customer may issue joint press releases with Civitas, participate in a Civitas case study, and participate in conference sessions, webinars, or other mutually agreed upon marketing activities, as requested by Civitas. The content of any press release and case study shall be subject to Customer’s prior written approval, which shall not be unreasonably withheld, conditioned, or delayed.

17. **Assignment; Third-Parties.**Either party may assign the Agreement to an Affiliate or in connection with a merger, acquisition or sale of all or substantially all of its assets related hereto. Except as expressly stated in this Section, neither party may assign its rights or obligations under the Agreement without obtaining the other party’s prior written consent. Any assignment in contravention of this Section shall be void. Civitas may utilize third parties to host the Platform and assist Civitas with certain of the Services, provided that the use of a third party will in no way mitigate Civitas’s obligations herein, and Civitas will be fully liable for any acts or omissions of any third-party service provider.

18. **Independent Contractor.**In performing under the Agreement, each party is acting as independent contractor, and in no way are the parties to be construed as partners, joint venturers, or agents of one another in any respect.

**19. Governing Law; Venue.**The Agreement shall be governed by the laws of the State of Texas. Further, the parties agree that any claim or cause of action under or relating to the Agreement shall be brought in the state or federal courts located in Austin, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts.

20. Notices. Unless otherwise specified in this MSA or the Order Form, all notices, permissions, and approvals hereunder shall be in writing (email is accepted) and delivered to the addresses set forth on the Order Form for each party and shall be deemed to have been delivered upon the date of delivery.

21. Order of Precedence. In the event of any inconsistency or conflict under the terms of the Agreement, the following order of precedence shall apply: (1) the applicable Order Form; (2) the DSA; (3) any other addenda or exhibits to this MSA; and (4) this MSA.

22. Entire Agreement. This MSA including the SLA, the DSA, and any Order Forms between the parties, constitutes the entire agreement between the parties regarding the subject matter stated herein, and supersedes all previous communications, representations, understandings, and agreements, either oral, electronic, or written. Any amendments to the Agreement shall only be valid if in writing and signed by both parties. Nothing contained in any Customer purchase order or in any other Customer order documentation shall be incorporated into or form any part of the Agreement, and all such terms or conditions shall be null and void. Customer agrees that its obligations under the Agreement are not contingent on the delivery of any future functionality or features not otherwise specified in an Order Form, or dependent on any oral or written comments made by Civitas regarding future functionality or features.

CIVITAS LEARNING, INC.

MASTER SERVICES AGREEMENT

Version: March 12, 2024

This Master Services Agreement (“MSA”) governs access to, and use of, any Civitas Learning, Inc., (“Civitas”), products and services as set forth in an applicable order form executed between Civitas and the entity placing an order for Civitas services (“Customer”). By executing an Order Form that incorporates this MSA by reference, Customer agrees to the terms of this MSA. Together, the MSA including any exhibits or addenda hereto and any applicable Order Form(s) and/or SOW(s) constitute (the “Agreement”). The “Effective Date” of this MSA is the effective date of the earliest Order Form entered into between Customer and Civitas.

1. **Provision of Services.**Subject to the terms and conditions of the Agreement, including without limitation Customer’s payment of all of the fees due hereunder, Civitas will provide Customer with a non-exclusive and non-assignable right to access and use the services (the “Services”), described in one or more order forms entered into by the parties (each, an “Order Form”), which Order Forms will include the pricing and other terms and conditions applicable to the Services. The Services may include (i) web-based access to the Civitas’s proprietary software as a service platform (the “Platform”) and certain applications available through the Platform (each, an “Application”), (ii) the Civitas Customer Portal, user guides, online help, release notes, training materials, customer insight reports, and other documentation provided or made available by Civitas to Customer regarding the use of the Services (the “Civitas Materials”), and (iii) implementation, customization, data import and export, monitoring, technical support, consulting, and certain other ancillary services provided by Civitas. The Services will be provided for the applicable term set forth in the respective Order Form and in accordance with the Service Level Agreement (“SLA”). Customer acknowledges that Civitas’s ability to deliver the Services in accordance with the Agreement may depend on the accuracy and timeliness of access to data, systems or software, and/or information and assistance from Customer. Civitas will comply with all applicable local, state, federal, and foreign laws in the fulfillment of its obligations under Agreement.

2. Customer Responsibilities. Customer is responsible for all user activities that occur under the Customer’s user accounts and Civitas shall not be liable for any loss of data or functionality or other damages caused directly or indirectly by Customer’s user accounts. Customer shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Shared Personal Data and all content such as text, comments, photos, audiovisual content, and other media content (“User Content”) entered in the Services or the Civitas Customer Portal by Customer; (ii) comply with all applicable local, state, federal, and foreign laws in using the Services including but not limited to laws related to data privacy, communications, and the transmission of data; (iii) if and to the extent required in order for Civitas to perform the Services, and at Customer’s sole cost, Customer will provide Civitas with access to data, certain proprietary, and third-party systems or software and commercially reasonable information and assistance (iv) obtain any consents required for Civitas to implement and perform the Services; and (v) use the Services solely for their intended purpose in accordance with the Agreement. Customer understands and agrees that Civitas cannot guarantee the continued availability of third-party services which may interoperate with Civitas’s Services (“Third-Party Services”) and may cease supporting such interoperation without entitling Customer to any refund, credit, or other compensation. Customer further understands and agrees that Civitas is not responsible for the content or operation of any Third-Party Services, or for the acts or omissions of any Third-Party Services provider. Civitas makes no representations or warranties regarding Third-Party Services and shall have no liability whatsoever to Customer arising out of or related to Third-Party Services. For purposes of the Agreement, including any addenda hereto, the term Customer shall include any employee, contractor, or agent of Customer who is authorized by Customer to use the Services.

3. Restrictions. Customer shall not, and shall not permit anyone to: (i) copy or republish the Services; (ii) make the Services available to any person other than Customer employees, agents, or students; (iii) use or access the Services to provide service bureau, time-sharing, or other computer hosting services to third-parties; (iv) modify or create derivative works based upon the Services or Civitas Materials without Civitas’s express written permission; (v) remove, modify, or obscure any copyright, trademark, or other proprietary notices contained in the Services or Civitas Materials; (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or analytical models of the Services, except and only to the extent such activity is expressly permitted by applicable law; (vii) conduct any penetration testing, vulnerability scanning, load testing, or similar techniques or processes without the Civitas’s prior written consent; or (viii) access the Services or use the Civitas Materials in order to build a similar product or competitive product.

4. Fees and Payment.

4.1. Invoicing. Customer shall pay Civitas the fees in U.S. Dollars within 30 days of the invoice date. Invoices for annual renewal terms shall be issued 30 days in advance of the renewal date. Customer shall submit such payments as required in accordance with the payment instructions provided in each invoice.

4.2. Late Fees. If payment is not made when due, Civitas may charge Customer a late fee on the unpaid balance at the lesser of 1% per month or the maximum lawful rate permitted by applicable law, rounded to the next highest whole month and compounded monthly.

4.3. Taxes. All fees charged for Services are exclusive of all taxes and similar fees now in force, enacted or imposed in the future on the transaction and/or the delivery of Services, all of which Customer will be responsible for and will pay in full, except for taxes based solely on Civitas’s net income.

5. Ownership. Customer shall own all right, title, and interest in and to any Shared Personal Data, as that term is defined in the Data Sharing Addendum (“DSA”). Customer grants and agrees to grant to Civitas a perpetual, irrevocable, non-exclusive, royalty-free license to use all Shared Personal Data (i) to provide the Services, conduct activities, and perform obligations pursuant the Agreement; and (ii) to develop and improve Civitas’s statistical and analytical products and Services. Civitas agrees to treat all Shared Personal Data consistent with the confidentiality and data privacy obligations set forth in the Agreement and the attached DSA. Upon request by Customer, Civitas will provide Customer with an electronic copy of all Shared Personal Data under Civitas’s control. All right, title, and interest in and to the Services, Civitas Materials, and associated algorithms, technology, and documentation, including any improvements, modifications, derivative works, and enhancements made thereto, are and shall remain in Civitas. Except for those rights expressly granted herein, no other rights are granted, either express or implied, to Customer hereby.

6. Feedback. Customer may provide suggestions, enhancement requests, recommendations, or other feedback to Civitas concerning the functionality and performance of the Services (“Feedback”) from time to time. Customer hereby assigns and agrees to assign all of its right, title, and interest in and to such Feedback to Civitas. To the extent that the foregoing assignment is ineffective for whatever reason, Customer hereby grants and agrees to grant to Civitas a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sublicense, distribute, modify and otherwise exploit such Feedback without restriction.

7. Warranties.

7.1. Civitas Warranties. Civitas represents that:

7.1.1. Civitas is the owner or authorized user of the Platform and all of its components, and to the best of its knowledge the Platform and Applications do not violate any patent, trademark, trade secret, copyright or any other right of ownership of any third party;

7.1.2. The Platform and its components are equipped and/or designed with systems intended to prevent industry known system attacks (e.g., hacker and virus attacks) and unauthorized access to confidential information;

7.1.3. Civitas will (i) establish and maintain commercially reasonable technical and organizational measures to help to protect against accidental damage to, or destruction, loss, or alteration of Shared Personal Data; (ii) establish and maintain commercially reasonable technical and organizational measures to help to protect against unauthorized access to the Platform; (iii) establish and maintain network and internet security procedures, protocols, security gateways and firewalls with respect to the Platform; and (iv) establish and maintain commercially reasonable disaster recovery plans; and

7.1.4. The Services will perform materially in accordance with the terms of the Agreement and each Order Form.

7.2. Customer Warranties. Customer represents and warrants that:

7.2.1. It has full right, power, and authority to enter into and perform its obligations under the Agreement; and

7.2.2. Neither the Shared Personal Data nor any other materials provided by Customer to Civitas in connection with the Agreement (the “Materials”) will infringe, misappropriate or violate any intellectual property, privacy or other right of any person or entity or any applicable federal, state, or local laws.

7.3. “AS IS.” EXCEPT AS SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. DATA MAY BE DAMAGED OR LOST IN CONNECTION WITH USE OF THE SERVICES. CIVITAS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THOSE OF MERCHANTABILITY, NON-INTERFERENCE, ACCURACY OF DATA, AND FITNESS FOR A PARTICULAR PURPOSE. CIVITAS DOES NOT GIVE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, COMPLETENESS, CURRENCY, CORRECTNESS, RELIABLITY, INTEGRITY, USEFULNESS, QUALITY, FITNESS FOR PURPOSE OR ORGINALITY OF CUSTOMER DATA. CUSTOMER IS SOLELY RESPONSIBLE FOR THE RESULTS ACHIEVED USING THE SERVICES AND FOR THE CONCLUSIONS CUSTOMER DRAWS FROM THAT USE.

8. Indemnity.

8.1. Civitas Indemnification. Civitas shall defend, indemnify and hold Customer harmless against all damages finally awarded or paid in settlement of each third-party claim brought against Customer arising out of or relating to the breach, actual or alleged, by Civitas of the warranties set forth in the Section of the Agreement titled “Warranties.”

8.2. Customer Indemnification. Customer shall defend, indemnify and hold Civitas harmless against all damages finally awarded or paid in settlement of a third-party claim brought against Civitas arising out of or relating to i) Civitas’s use of the Shared Personal Data or Materials in accordance with the Agreement and ii) the breach, actual or alleged, by Customer of the Agreement or any Order Form.

8.3. **Remedies.**Should the Services or any portion thereof become, or in Civitas’s opinion be likely to become, the subject of a claim for which indemnity is provided under this Section, Civitas shall, as Customer’s sole and exclusive remedy, elect in its sole discretion to (i) obtain for Customer the right to use the Services; (ii) replace or modify the Services so that they become non-infringing; or (iii) terminate the Agreement and refund any unused fees prepaid by Customer for the Services.

8.4. Requirements for Indemnification. Each party’s indemnification obligations hereunder shall be subject to: (i) receiving prompt written notice of the existence of any claim, except that any failure to provide this notice promptly only relieves the indemnifying party of its responsibility pursuant to this Section to the extent its defense is prejudiced by the delay; (ii) being able to, at its option, control the defense of such claim; (iii) permitting the indemnified party to participate in the defense of any claim at the cost of the indemnified party; and (iv) receiving reasonable cooperation of the indemnified party (at the cost of the indemnifying party) in the defense thereof.

9. Limitation of Liability. EXCEPT FOR ITS INDEMNITY OBLIGATIONS SET FORTH HEREIN, IN NO EVENT SHALL CIVITAS’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY OR DUE FROM CUSTOMER FOR THE SERVICES UNDER THE AGREEMENT IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

10. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL CIVITAS HAVE ANY LIABILITY FOR ANY LOST PROFITS, LOSS OF DATA, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

11. Term and Termination.

11.1. Term. This MSA begins upon the Effective Date and shall remain in effect until the expiration of all Order Forms. If this MSA terminates as a result of there being no active Order Form this MSA will automatically become effective again in the event that a new Order Form is entered into by and between the parties.

11.2. Change in Law. In the event that any material change in any Applicable Law, or in the interpretation of such Applicable Law, makes continued performance by any party under the then-current terms and conditions of any Order Form illegal and the parties, using their best efforts, are unable to agree upon modifications to the Order Form to avoid such illegality, then any party may terminate such Order Form, without penalty, by written notice to the other party, which notice will be effective upon the earlier to occur of (i) the 90 day following delivery of the notice to the other party or (ii) the effective date of such change in Applicable Law. To be effective, any written notice terminating a Order Form pursuant to this Section must include a detailed explanation and evidence of the illegality created as a result of such change in Applicable Law. For purposes of this Section, “Applicable Law” means all federal, state and local laws, statutes, regulations, rules, executive orders, supervisory requirements, permitting or licensing requirements, export requirements, directives, circulars, opinions, decrees, interpretive letters, guidance or other official releases of or by any government, any authority, department or agency thereof, or any regulatory or self-regulatory organization.

11.3. Termination. In addition to any other remedies it may have, if either party breaches any of the terms or conditions of the Agreement and fails to cure such breach within 30 days after written notice from the non-breaching party, the non-breaching party may terminate this MSA or a specific Order Form upon 10 days’ written notice. Upon a termination by Customer under this provision, Civitas will immediately terminate Customer’s access to the Services. If Customer fails to provide any necessary cooperation or otherwise prevents or delays Civitas from performing its obligations under the Agreement, Civitas is not in breach of the Agreement and is not liable to Customer for the delay or failure to perform the affected obligations.

11.4. Suspension for Non-Payment. Civitas reserves the right to suspend delivery of the Services if Customer fails to timely pay any amounts due to Civitas under the Agreement and any Order Form but only after Civitas notifies Customer of such failure and such failure continues for fifteen (15) days. Suspension of the Services shall not release Customer of its payment obligations under the Agreement. Customer agrees that Civitas shall not be liable to Customer or to any third party for any liabilities, claims, or expenses arising from or relating to suspension of the Services resulting from Customer’s nonpayment.

12. Confidential Information. Customer acknowledges that the Services, including the Platform and the Applications, the Civitas Materials, the terms of the Agreement, and any other proprietary or confidential information provided to Customer by Civitas (“Civitas Confidential Information”) constitutes valuable proprietary information and trade secrets of Civitas to the extent permitted by law. Civitas acknowledges that any proprietary or confidential information provided to Civitas by Customer (“Customer Confidential Information”) constitutes valuable proprietary information and trade secrets of Customer. Confidential Information under the Agreement shall not include Shared Personal Data. Each party agrees to preserve the confidential nature of the other party’s Confidential Information by retaining and using the Confidential Information in trust and confidence, solely for its internal use, and by using the same degree of protection that such party uses to protect similar proprietary and confidential information, but in no event less than reasonable care. Each party shall have the right to obtain an injunction (without having to post a bond) to prevent any breach or continued breach of this Section. Each receiving party agrees to promptly report any breaches of this Section to the disclosing party. If a party receives an order from a court or other governmental body, or via a public records or FOIA request that requires disclosure of the other party’s Confidential information, then the party receiving the order shall notify the other party of the order in advance of making any such disclosure. Civitas shall not, in any manner whatsoever, disclose, permit access to, or allow use of Customer Confidential Information to any person or entity except as specifically permitted or required under the Agreement. Notwithstanding the foregoing, Confidential Information shall not include any information which (i) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available to the public without breach of the Agreement by the receiving party; (ii) was acquired by the receiving party without restriction as to use or disclosure before receiving such information from the disclosing party, as shown by the receiving party’s files and records immediately prior to the time of disclosure; (iii) is obtained by the receiving party without restriction as to use or disclosure by a third party authorized to make such disclosure; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession.

13. Accessibility. Civitas will assist Customer in complying with all applicable accessibility laws, including the Americans with Disabilities Act and the Rehabilitation Act of 1973, by making commercially reasonable efforts to achieve compliance with the WCAG 2.0 AA for the Services and Applications provided under the Agreement and any Order Forms. Any complaints regarding accessibility of the Services or Applications must be sent to access@civitaslearning.com. Civitas will respond to any such complaints within 30 days following receipt.

14. Beta Programs. Civitas may make available services or functionality of the Services to Customer to try at its option at no additional charge or at a reduced fee which are designated as beta, pilot, limited release, early adoption (each, a “Beta Program”). Customer may be presented with additional terms and conditions when registering for a Beta Program, and any such additional terms and conditions are hereby incorporated into the Agreement by reference and are legally binding upon the parties. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION SECTIONS 7, 8, 9, AND 10, BETA PROGRAMS ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND IN NO EVENT SHALL CIVITAS’S LIABILITY UNDER OR IN CONNECTION WITH A BETA PROGRAM EXCEED $100.

15. **Force Majeure.**Except for Customer’s obligation to make payments to Civitas, neither party will be liable for any failure or delay in its performance under the Agreement due to any cause beyond its reasonable control, including acts of war, acts of God, terrorism, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet (not resulting from the actions or omissions of Civitas), provided that the delayed party: (i) gives the other party prompt notice of such cause, and (ii) uses its reasonable commercial efforts to promptly correct such failure or delay in performance. If Civitas is unable to provide Services for a period of 30 consecutive calendar days as a result of a continuing force majeure event, Customer may cancel the Services upon written notice to Civitas.

16. **Publicity.**Civitas may reproduce and display Customer’s logos, trademarks, trade names and similar identifying material in Civitas’s marketing materials (such as in press releases and on Civitas’s website) for the purpose of referring to Customer as a customer of Civitas. In addition, Customer may issue joint press releases with Civitas, participate in a Civitas case study, and participate in conference sessions, webinars, or other mutually agreed upon marketing activities, as requested by Civitas. The content of any press release and case study shall be subject to Customer’s prior written approval, which shall not be unreasonably withheld, conditioned, or delayed.

17. Assignment; Third-Parties. Either party may assign the Agreement to an Affiliate or in connection with a merger, acquisition or sale of all or substantially all of its assets related hereto. Except as expressly stated in this Section, neither party may assign its rights or obligations under the Agreement without obtaining the other party’s prior written consent. Any assignment in contravention of this Section shall be void. Civitas may utilize third parties to host the Platform and assist Civitas with certain of the Services, provided that the use of a third party will in no way mitigate Civitas’s obligations herein, and Civitas will be fully liable for any acts or omissions of any third-party service provider.

18. Independent Contractor. In performing under the Agreement, each party is acting as independent contractor, and in no way are the parties to be construed as partners, joint venturers, or agents of one another in any respect.

19. Governing Law; Venue. The Agreement shall be governed by the laws of the State of Texas. Further, the parties agree that any claim or cause of action under or relating to the Agreement shall be brought in the state or federal courts located in Austin, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts.

20. Notices. Unless otherwise specified in this MSA or the Order Form, all notices, permissions, and approvals hereunder shall be in writing (email is accepted) and delivered to the addresses set forth on the Order Form for each party and shall be deemed to have been delivered upon the date of delivery.

21. **Order of Precedence.**In the event of any inconsistency or conflict under the terms of the Agreement, the following order of precedence shall apply: (1) the applicable Order Form; (2) the DSA; (3) any other addenda or exhibits to this MSA; and (4) this MSA.

22. **Entire Agreement.**This MSA including the SLA, the DSA, and any Order Forms between the parties, constitutes the entire agreement between the parties regarding the subject matter stated herein, and supersedes all previous communications, representations, understandings, and agreements, either oral, electronic, or written. Any amendments to the Agreement shall only be valid if in writing and signed by both parties. Nothing contained in any Customer purchase order or in any other Customer order documentation shall be incorporated into or form any part of the Agreement, and all such terms or conditions shall be null and void. Customer agrees that its obligations under the Agreement are not contingent on the delivery of any future functionality or features not otherwise specified in an Order Form, or dependent on any oral or written comments made by Civitas regarding future functionality or features.