Buzzbot, Inc. License Agreement

1.1 “Authorized Users” means Customer’s students, faculty, staff, and administrators who are authorized by Customer to access the Services.

1.2 “Customer Data” means all data, content, and information that Customer or its Authorized Users submit to, or that Buzzbot ingests from Customer’s designated Communication Sources into, the Services, including Student Data.

1.3 “Communication Sources” means the school information systems, learning management systems, calendaring tools, email lists, and other communication platforms that Customer authorizes Buzzbot to connect to and ingest Customer Data from in order to provide the Services.

1.4 “Student Data” means Customer Data that constitutes an “education record” under FERPA (as defined below) or that otherwise identifies or relates to an individual student, including a student’s name, class or course enrollment, and information about the student’s class, school, events, or required actions. For clarity, and except as the Parties may separately agree in writing, Student Data processed through the Services is not expected to include Social Security numbers, health or disability records, discipline or behavioral records, financial or free/reduced-lunch eligibility information, biometric data, or other categories of sensitive personal information, and Buzzbot’s data-handling practices in this Agreement are designed around that expectation.

1.5 “FERPA” means the Family Educational Rights and Privacy Act, 20 U.S.C. § 1232g, and its implementing regulations, 34 C.F.R. Part 99, as amended.

1.6 “Subprocessor” means a third party engaged by Buzzbot to process Customer Data on Buzzbot’s behalf in connection with the Services. As of the Effective Date, Buzzbot uses no Subprocessors; Section 6.5 governs any future change to that status.

1.7 “Documentation” means Buzzbot’s then-current user guides and technical documentation for the Services, as made available to Customer.

1.8 “Subscription Term” has the meaning set forth in Section 8.

2.1 Services. Buzzbot provides a hosted platform that connects to the Communication Sources designated by Customer (for example, Customer’s learning management system, student information system, school calendar, and email distribution lists) and ingests information from those sources in order to generate consolidated, student-specific information and actionable insights, such as upcoming assignments, class schedules, and school or class events and required actions, made available to each Authorized User through the Buzzbot application.

2.2 License Grant. Subject to Customer’s compliance with this Agreement and payment of all applicable fees, Buzzbot grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Subscription Term for Customer’s Authorized Users to access and use the Services and Documentation solely for Customer’s internal educational and administrative purposes.

2.3 Restrictions. Customer shall not, and shall not permit any Authorized User or third party to: (a) sell, resell, rent, lease, or sublicense the Services; (b) reverse engineer, decompile, or disassemble the Services; (c) use the Services to build a competing product; (d) remove or obscure any proprietary notices; or (e) use the Services in violation of applicable law or in a manner that infringes or misappropriates any third party’s rights.

2.4 Reservation of Rights. Buzzbot and its licensors retain all right, title, and interest in and to the Services, the Documentation, and all related intellectual property. No rights are granted to Customer other than as expressly set forth in this Agreement.

3.1 Ownership. As between the Parties, Customer owns and retains all right, title, and interest in and to the Customer Data, including all Student Data. Buzzbot obtains no ownership rights in Customer Data.

3.2 Authorization to Connect. Customer authorizes Buzzbot to connect to and ingest data from the Communication Sources that Customer identifies and configures for use with the Services (as identified in Exhibit A or in the Services’ administrative settings). Customer is responsible for ensuring it has the necessary rights and permissions to grant Buzzbot such access, and for configuring and maintaining those connections, including revoking access when appropriate (e.g., for a Communication Source Customer no longer wishes to connect, or a student or staff member who is no longer enrolled or employed).

3.3 License to Customer Data. Customer grants Buzzbot a limited, non-exclusive, worldwide license to access, ingest, host, process, and use the Customer Data solely as necessary to provide, maintain, secure, and support the Services for Customer, to comply with applicable law, and to exercise Buzzbot’s rights and perform its obligations under this Agreement.

3.4 No Other Use. Buzzbot shall not use Customer Data, including Student Data, for any purpose other than to provide the Services to Customer. Without limiting the foregoing, Buzzbot shall not: (a) sell or rent Customer Data; (b) use Customer Data to serve targeted advertising to Authorized Users; (c) use Customer Data to build a personal profile of a student other than as reasonably necessary to provide the Services to that student; or (d) disclose Customer Data to any third party except as permitted under Section 6.

3.5 School Official Designation. To the extent Student Data includes information from “education records” as defined under FERPA, Buzzbot is designated a “school official” with a “legitimate educational interest” in such Student Data, under the direct control of Customer with respect to the use and maintenance of education records, as those terms are used under FERPA and its implementing regulations. Buzzbot shall use such Student Data only for the purpose of providing the Services and shall comply with the limitations and requirements imposed on school officials under FERPA.

3.6 Customer Responsibilities. Customer represents and warrants that: (a) it has, and will maintain, all rights, consents, and authorizations necessary to provide Customer Data to Buzzbot and to permit Buzzbot to process such Customer Data as contemplated by this Agreement, including any notices to or consents from parents, eligible students, or staff required by applicable law or Customer’s own policies; and (b) its use of the Services will comply with applicable law, including FERPA and any applicable state student-data-privacy laws.

4.1 Security Measures. Buzzbot shall maintain administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data, consistent with industry standards, including measures such as encryption of Customer Data in transit and at rest, access controls limiting access to Customer Data to personnel who need such access to provide the Services, and periodic review of its security practices.

4.2 Personnel. Buzzbot personnel who access Student Data shall be subject to confidentiality obligations no less protective than those set forth in this Agreement and shall receive appropriate training on the handling of Student Data.

4.3 Security Incident Notification. If Buzzbot becomes aware of unauthorized access to, or disclosure of, Customer Data while in Buzzbot’s possession or control (a “Security Incident”), Buzzbot shall notify Customer without undue delay, and in no event later than 72 hours after becoming aware of the Security Incident, and shall provide Customer with information reasonably available to Buzzbot about the nature and scope of the Security Incident and the steps Buzzbot is taking in response. Buzzbot shall reasonably cooperate with Customer’s investigation of, and any legally required notifications arising from, a Security Incident.

5.1 Current Status. Buzzbot represents that, as of the Effective Date, it does not engage any Subprocessor to process Customer Data, and that all hosting, processing, and support of the Services with respect to Customer Data is performed by Buzzbot’s own personnel and infrastructure.

5.2 Prior Notice and Right to Object. If Buzzbot intends to engage a Subprocessor to process Customer Data at any point during the Subscription Term, Buzzbot shall provide Customer with at least thirty (30) days’ prior written notice identifying the proposed Subprocessor and the nature of the processing. Customer may object to the proposed Subprocessor in writing within such thirty (30) day period on reasonable data-protection grounds. If the Parties cannot resolve Customer’s objection, Customer may terminate the affected Services for convenience without penalty, and Buzzbot shall provide a pro-rated refund of any prepaid, unused fees for the terminated Services.

5.3 Flow-Down Obligations. Any Subprocessor engaged consistent with Section 5.2 shall be bound by written data-protection obligations no less protective of Customer Data than those set forth in this Agreement, and Buzzbot shall remain responsible for such Subprocessor’s acts and omissions with respect to Customer Data to the same extent as if performed by Buzzbot directly.

6.1 Confidentiality. Each Party shall protect the other Party’s Confidential Information using at least the same degree of care it uses for its own similar information, and not less than a reasonable degree of care, and shall not disclose such Confidential Information except as permitted by this Agreement.

6.2 Permitted Disclosures of Customer Data. Buzzbot may disclose Customer Data only: (a) to Buzzbot personnel with a need to know, subject to confidentiality obligations; (b) to a Subprocessor engaged consistent with Section 5; (c) as directed in writing by Customer; (d) to comply with applicable law or a valid legal process, provided Buzzbot gives Customer prompt notice of such request to the extent legally permitted, so that Customer may seek a protective order; or (e) in de-identified or aggregated form that cannot reasonably be used to identify any individual, for Buzzbot’s product-improvement, benchmarking, or analytics purposes.

7.1 Fees. Customer shall pay the fees set forth in Exhibit A (or an applicable order form) in accordance with the payment terms stated therein. Except as expressly set forth in this Agreement, all fees are non-refundable.

7.2 Taxes. Fees are exclusive of applicable taxes, which Customer is responsible for, excluding taxes based on Buzzbot’s net income.

7.3 Late Payment. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

This Agreement governs Customer’s use of Buzzbot as long as customer is accessing or using Buzzbot.

9.1 Mutual Warranties. Each Party represents and warrants that it has the authority to enter into this Agreement.

9.2 Buzzbot Warranty. Buzzbot warrants that the Services will perform materially in accordance with the Documentation. Customer’s sole remedy for breach of this warranty is prompt correction of the non-conforming Services.

9.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS,” AND BUZZBOT DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10.1 Exclusion of Damages. EXCEPT FOR CUSTOMER’S VIOLATION OF ANY OF BUZZBOT’S INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR LOST DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability. EXCEPT FOR CUSTOMER’S VIOLATION OF ANY OF BUZZBOT’S INTELLECTUAL PROPERTY RIGHTS, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (i) THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT (IF ANY) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY OR (ii) $1,000.

11.1 FERPA. The Parties intend for Buzzbot’s handling of Student Data to comply with FERPA, and the Parties shall cooperate in good faith to implement any changes reasonably necessary to maintain such compliance, including in response to guidance issued by the U.S. Department of Education.

11.2 State Student Privacy Laws. To the extent Customer is subject to a state student-data-privacy law applicable to Buzzbot’s processing of Student Data (such as a state student online personal information protection act or similar statute), the Parties shall execute any additional data-privacy agreement or addendum reasonably required for Customer to comply with such law, which shall be incorporated into and supplement this Agreement.

11.3 COPPA. If any Authorized User is a child under 13 years of age, the Parties acknowledge that Customer, and not a student’s parent, is providing consent to Buzzbot’s collection of that student’s information for the use and benefit of the school and for no other commercial purpose, consistent with the “school consent” model recognized under the Children’s Online Privacy Protection Act (COPPA) and related guidance.

12.1 Governing Law. This Agreement is governed by the laws of the State of New Jersey without regard to conflict-of-laws principles.

12.2 Notices. Notices under this Agreement shall be in writing and delivered to the addresses set forth on the signature page (or such other address as a Party designates in writing).

12.3 Force Majeure. Neither Party shall be liable for delays caused by circumstances beyond its reasonable control.

12.4 Entire Agreement. This Agreement, together with its Exhibits and any order forms, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements on that subject.

12.5 Severability; Waiver. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any provision shall be effective unless in writing.