LEVEL ALL AFFILIATION TERMS

• 1.1 "Affiliates" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.  “Control” for purposes of this definition means the power to direct or cause the direction of the management and policies of the subject entity, whether through equity ownership, a credit arrangement, franchise agreement or other contractual arrangement.
• 1.2 "Authorized User" means any individual authorized by Organization to access and use the Platform, including any Student, Parent or Employee.
• 1.3 "Employee" means any educator, administrator,
  or counselor employed by, or working as a contractor for, Organization.
• 1.4 "Order Form" means a separate ordering document, statement of work, invoice, online form, or other documentation that specifies the Services ordered hereunder and other terms as agreed to between the parties (including, if applicable, any fees).  If an Order Form indicates that any Affiliates will be receiving Services hereunder, each of them will be bound by the terms of the Agreement as if they were an original party thereto.
• 1.6 "Parent" means any parent or guardian of a Student.
• 1.7 "Platform" means the web-based technology used by Level All to make content and resources designed to support students, families, school communities, and community-based organizations available to Authorized Users.
• 1.8 "Services" means the support provided by Level All to facilitate Organization’s implementation and use of the Platform, including the creation and delivery of customized presentation materials, and lesson plans, and providing live and recorded presentations and professional development workshops, all as specified in the applicable Order Form.
• 1.9 "Student" means any student served by Organization.
• 1.10 "Subscription Term"  means the term specified in an Order Form during which Level All will make the subscribed Services specified in the Order Form available to Organization
• 1.10 "Subscription Term"  means the term specified in an Order Form during which Level All will make the subscribed Services specified in the Order Form available to Organization
• 1.11 TL;DR: We give you permission to use our Platform for educational purposes and subject to certain limitations.

• 2.1 Platform Access and Use.  Subject to your ongoing compliance with the Agreement, we grant you a non-exclusive, non-sublicensable, non-transferable license during the Term to access and use, and to allow Authorized Users to access and use, the Platform, solely for educational purposes and in accordance with the terms herein. We shall supply to you certain access codes, protocols and/or passwords that will be required for Authorized Users to access and use the Platform (“Access Protocols”).  You shall ensure that Access Protocols (including Authorized User login information) are not shared or used by more than one Authorized User at a time.  You are solely responsible for maintaining the confidentiality of the Access Protocols, and we will not be liable for any activities undertaken by anyone using Organization’s Access Protocols.  You will immediately notify Level All of any unauthorized use of your Access Protocols or any other breach of security relating to the Platform known by Organization.
• 2.2 Services.  We will use commercially reasonable efforts to provide the Services to you in accordance with terms contained herein.
• 2.3 Changes.  We may modify the features or functionality of, or the content we make available via, the Platform or Services at any time.  We shall provide you with commercially reasonable advance notice of any deprecation of any material feature, functionality, or content made available as part of the Platform
  or Services.
• 2.4 TL;DR: You can choose between two options for how you would like to grant students access to the Platform.

• 3.1 Methods.  In your Order Form, you will select an option for granting Students access to the Platform.  Level All provides the following two options:
    (a) Sponsor Codes shared with Students.  Under this option, we provide you with Access Protocols, including ones needed for the Employees you authorize to serve as administrative users, who then will be responsible for sharing access codes with Students so that individual Students can register and create their own accounts on the Platform.
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    (b) Pre-populating Student Accounts with Delivery of Welcome Email.  Under this option, you are responsible for uploading into the Platform information needed to populate each Student’s profile information (e.g., Student’s name, email address, grade level, graduation year and name of school counselor) through a “mass importing” feature.  This feature supports the mass importing of Student profile information to create Student accounts, enables you to generate a welcome email that includes login information for each Student for which you have uploaded profile information, and enables you to automatically send the welcome emails to such Students.Once a Student is registered and has an account, the Student can invite their Parents to register and create a Parent account.  Students and Parents may only register and create an account if they review and accept the then-current version of the Level All Terms of Use and Privacy Policy. For Students onboarded under Section 3.1(b), they will be required to accept the then-current version of the Level All Terms of Use and Privacy Policy when they first log into the Platform.
• 3.2 Support and Lesson Plans.  We will support your onboarding of Students by providing reasonable assistance to the administrators or representatives you designate.  As part of this assistance, we may make available to you and your educators and personnel written guidelines and best practices for educators to work with Students and Parents using the Platform, including via in-person sessions or video chat sessions.  Such guidelines may include lesson plans developed by or on behalf of us (the “Lesson Plans”), which we authorize you to use solely in connection with your use of the Platform and Services for educational purposes to support Students and Parents as contemplated under the Agreement.
  
• 3.3 TL;DR: We collect data for various purposes, but we do not use or disclose personal data except in compliance with applicable laws.

• 4.1 Definitions.
    (a) “Personal Data” means information about a specific individual that is provided, submitted, or otherwise made available to Level All by or on behalf of Organization or any Authorized User in connection with any of the Services that constitutes “personal data”, “personal information”, “personally identifiable information” or similar term under applicable law.
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    (b)“Usage and Performance Data” means any analytics or similar usage data collected, generated or processed by Level All in connection with Organization’s and the Authorized Users’ access to and use of the Platform (including technical performance data automatically generated by the Platform), which data does not contain any Personal Data.
• 4.2 Usage and Performance Data. As part of the Services, we collect and track Usage and Performance Data to assist with the necessary operation and function of the Platform, to provide reporting to Organization and for internal purposes, including without limitation, to facilitate the provision of updates, support, and invoicing, by us, our Affiliates, and our agents, as well as for research and development.  We own all such Usage and Performance Data and may use such data for any lawful purpose, provided we only disclose Usage and Performance Data to third parties, including our subcontractors for the purposes of facilitating the Services, for our internal purposes as described in the Agreement, to perform our other obligations and exercise our rights under the Agreement, or as otherwise required by law.
  
• 4.3 Personal Data. Our performance of the Services, and use of the Services by Organization and the Authorized Users, may involve our processing of Personal Data.  In all cases, we shall process Personal Data in accordance with the terms and conditions of the Data Protection Addendum and its Privacy Policy, as applicable.  We shall limit our use of Personal Data to use solely (a) during the Term; and (b) for the purposes of (i) providing the Services; (ii) enabling any Authorized User who is a Student or Parent who will no longer be served or enrolled by Organization to elect to convert the user’s account on the Platform to a personal account on the Platform; (iii) creating aggregated data or de-identified data (to the extent permitted under applicable law); and (iv) as is otherwise necessary for Level All to comply with our contractual and legal obligations.  We shall not use or re-disclose Personal Data except in compliance with applicable laws.
  
• 4.4 TL;DR: You will make reasonable efforts to facilitate the student onboarding process and prevent unauthorized use of the Platform.  You are responsible for your content.

• 5.1. You will use reasonable efforts to make available resources to Level All in order to facilitate an efficient smooth onboarding process.
• 5.2 As between Level All and Organization, Organization will:
  
    (a) Be responsible for Authorized Users’ compliance with the terms of the Agreement;
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    (b) Be responsible for the accuracy, quality and legality of any content, files, images, data and materials, including any Personal Data, that Organization makes available or uses in connection with the Services (collectively, the “Organization Material”), the means by which you acquired such Organization Material, and all use of such Organization Material, by Organization, the Authorized Users and, to the extent used in accordance with the terms of the Agreement, by Level All, in connection with the Services (including, for the avoidance of doubt, the provision of any required notices and acquisition of any necessary consents for the disclosure of any such Organization Material to Level All and for Level All’s collection, use, disclosure and other processing of such Organization Material as provided for under the Agreement);
  
   (c) Use commercially reasonable efforts to prevent unauthorized, unlawful or accidental access to or use, disclosure or other processing of the Platform, the Services, or any content, files, images, data and materials made available by Level All to Organization or Authorized Users through or in connection with the Services (collectively, the “Level All Content”), or Organization Material made available in connection the Services, and notify Level All promptly of any such unauthorized or unlawful access, disclosure, use or other processing; and
  
    (d) Use the Platform, the Services, or any Level All Content and Organization Material obtained or accessed therefrom only in accordance with the Agreement and applicable laws.
  
  Any use of the Platform, the Services, or Level All Content, or Organization Material obtained or accessed therefrom in breach of the foregoing by Organization or Authorized Users that in our judgment threatens the security, integrity, or availability of the Platform or the Services, or otherwise infringes or violates of the rights of any individual, may result in our immediate suspension of your and/or any Authorized User’s access to the Platform, the Services, or the Level All Content or Organization Material made available in connection therewith, however we will use commercially reasonable efforts under the circumstances to provide you with notice and an opportunity to remedy such violation or threat prior to any such suspension.
  
• 5.3 We are not obligated to back up any portion of Organization Material uploaded into or maintained at any time in the Platform, whether uploaded by Organization, an Authorized User or Level All.  To the extent you desire such backup copies, you are solely responsible for creating them, at your sole cost and expense.
  
• 5.4 TL;DR: You will not engage in, and you will not permit your authorized users to engage in, unauthorized use of the Platform.

• 9.1. Term. The term of the Agreement begins on the date you first accept it and continues until all Subscription Terms have expired or been terminated as provided below.  Unless otherwise specified in an Order Form, each Subscription Term will be for an initial period of one (1) year.   and will automatically renew for successive one (1)-year periods, unless one party provides the other with written notice of its intent not to renew at least thirty (30) days prior to end of the then-current term.  The initial term, together with any renewal term under an Order Form, and, if applicable, the Transition Period (as defined in Section 8.3), is referred to herein as the “Term.”
• 9.2. Termination Rights.
     (a) Either party may terminate the Agreement in the event the other party has breached any material term or condition of the Agreement and such breach remains uncured for a period of at least thirty (30) days following receipt of written notice from the non-breaching party specifying the breach.
  
     (b) Either party may terminate the Agreement, with or
  without cause, upon sixty (60) days prior written notice to the other party.
• 9.3. Transition Period. In the event that you terminate the Agreement for our uncured material breach in accordance with Section 8.2(a), or Organization or Level All terminates the Agreement pursuant to Section 8.2(b), unless the parties otherwise agree in writing, the parties will continue to work together to ensure that Students are served for the duration of the academic year in which the termination occurs, including that we shall continue to provide Students with access to the Platform during such period (such activities, the “Transition Activities,” and the period in which the Transition Activities are to be carried out, the “Transition Period”).
  
• 9.4. Effects of Termination. Upon termination or expiration of the Agreement, (a) except as otherwise expressly provided herein, all rights and licenses granted to you to access and use the Platform, the Services, and the Level All Content will terminate, and you will promptly discontinue use of the Platform; (b) we will provide Students and Parents with the option of either (i) terminating their accounts on the Platform (in which case all information, including Personal Data associated therewith will be promptly deleted), or (ii) having their accounts on the Platform, which were associated with Organization, disassociated from your subscription and converted to a personal account on the Platform that is controlled by the Student or Parent, at which time you will no longer have access to or control of any data generated in connection with that account (to the extent generated after the conversion), and Level All’s handling of such data will be in accordance with our Privacy Policy; and (c) each party shall return or destroy any Confidential Information of the other party, and provide written verification of such return or destruction; provided, however, (i) either party and its representatives may retain copies of such Confidential Information for purposes of legal or regulatory compliance, and (ii) we also may retain copies of Personal Data as necessary to the extent such Personal Data is associated with an Authorized User who continues accessing the Services after converting its account on the Platform to a personal account.
  
• 9.5. TL;DR: Each party owns the content it posts or brings to the Platform, and each party allows the other party to use this content in connection with the Platform.
  

• 10.1. Generally. Each party understands and agrees that its use of the other party’s trademarks, service marks, logos, content, methodologies, software, technology or other materials (collectively, the “IP”) in connection with the Agreement does and will not create any right, title or interest in or to such Materials.  As between the parties, each party owns all rights in and to its IP and its respective product(s) and services and other IP, including any and all intellectual property rights associated therewith.  Nothing contained in the Agreement gives either party any right, title or interest in or to any IP of the other party or its Affiliates, except for the limited rights expressly granted hereunder.  For the avoidance of doubt, Level All’s IP includes the Platform, the Services, and all Level All Content, including without limitation any Lesson Plans generated hereunder, and Organization’s IP includes Organization Material, including, without limitation, any Personal Data uploaded into the Platform by Authorized Users, including Students’ Personal Data
• 10.2. License to Level All Content.
  Subject to the terms and conditions of the Agreement, during the Term, we hereby grant to you a non-exclusive, non-transferable (except as permitted under Section 14.3) royalty-free, fully-paid license, without the right to sublicense, to view, download, reproduce, and disclose to Authorized Users the Level All Content solely for your internal business purposes and Authorized Users’ educational purposes.
• 10.3. License to Organization Material. You hereby grant to us a nonexclusive, worldwide, royalty-free and fully-paid license, with the right to sublicense, to use, reproduce, modify, create derivative works of, distribute, and display Organization Material, during the Term for purposes of (a) providing the Services and ensuring proper operation of the Services and associated systems in accordance with the Agreement for and on behalf of you and the Authorized Users; (b) generally providing and improving the Services, and (c) creating aggregated data or de-identified data and using or disclosing to third parties such data provided such use and disclosure otherwise complies with applicable law; provided, in all cases, that with respect to any Personal Data contained therein, we comply with Section 4.
  
• 10.4. Feedback. We will treat any feedback or suggestions that you or any Authorized User provides to us regarding the Platform or the Services as non-confidential and non-proprietary.  We reserve the right to use any such feedback or suggestions in any manner and for any purpose without any obligation to compensate you or any Authorized User.
  
• 10.5. TL;DR: Each party will respect the confidentiality of the other party’s confidential information.
  

• 13.1. We represent and warrant that we will provide the Services and perform its other obligations under the Agreement in a professional and workmanlike manner in accordance with generally accepted industry standards, and all applicable laws.  Although we have implemented certain measures designed to ensure the proper operation and integrity of the Platform, we do not warrant or represent that access to or use of the Platform will be error-free, uninterrupted, or that the use of the Platform will meet your or any Authorized User’s requirements.
• 13.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11(a), THE SERVICES, THE PLATFORM, AND THE LEVEL ALL CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, AND LEVEL ALL AND ITS LICENSOR(S) DISCLAIM ALL OTHER WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR COMPLETENESS, NONINTERFERENCE, SYSTEM INTEGRATION, AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
• 13.3. TL;DR: Each party will indemnify and defend the other party against certain legal claims.
  

• 14.1. We will defend at its expense any claim, demand, suit or proceeding (“Claim”) brought by a third party against you that arises from or is based on (a) an allegation that any part of the Services (other than any Organization Material contained therein) misappropriates any trade secret recognized under the Uniform Trade Secrets Act or infringes any copyright or United States patent issued as of the date of delivery of such Services; or (b) bodily injury or death or injury to tangible or real property caused by our gross negligence or willful misconduct in performing any Services on your premises.  We will indemnify you from any damages, attorney fees and costs finally awarded against you as a result of, or for any amounts paid by you under a settlement approved by us in writing of, such Claim, provided that you (i) promptly give us written notice of the Claim; (ii) give us sole control of the defense and settlement of the Claim (except that we may not settle the Claim unless it unconditionally releases you of all liability); and (iii) give us all reasonable assistance that we request in connection with the defense or settlement of the Claim, at our expense.  Notwithstanding the foregoing, we shall have no obligation under this section or otherwise with respect to any infringement claim based upon any use of the Services not in accordance with the Agreement; any use of the Services in combination with other products, equipment, software or data not supplied by us through the Services; or any modification of the Services by any person other than us or our authorized agents.  This Section 12.1 states the sole and exclusive remedy of Organization and the entire liability of Level All, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions.
• 14.2. You will, to the extent permitted under applicable law and at your expense, defend Level All and our Affiliates from and against any Claim brought by a third party against Level All or one of our Affiliates that arises from or is based on (a) an allegation that any Organization Material (including any Personal Data) uploaded into or made available through the Services by you or an Authorized User, or use of any of the foregoing by you, any Authorized User or us as permitted hereunder infringes or misappropriates such third party’s intellectual property rights or otherwise violates any applicable law or your obligations under the Agreement; or (b) use by you or any Authorized User of the Services, the Level All Content, or any Personal Data in a manner either not authorized under the Agreement or in violation of applicable law.  You will indemnify us and our Affiliates from any damages, attorney fees and costs finally awarded against us as a result of, or for any amounts paid by us under a settlement approved by you in writing of, such Claim, provided that we (i) promptly give you written notice of the Claim; (ii) give you sole control of the defense and settlement of the Claim (except that you may not settle the Claim unless it unconditionally releases us of all liability); and (iii) give you all reasonable assistance that you request in connection with the defense or settlement of the Claim, at your expense.  The defense and indemnification obligations in this Section 12.2 do not apply if the Claim arises from our breach of our obligations, representations or warranties under the Agreement.
• 14.3. TL;DR: Neither party will be liable to the other party for indirect damages or certain other types of damages or losses, and neither party will be liable to the other for amounts greater than $1,000.
  

• 17.1. Electronic Communications. Communications between you and Level All may take place via electronic means, whether the Platform or send Level All e-mails, or whether Level All posts notices on the Services or communicates with you via e-mail.  For contractual purposes, you (a) consent to receive communications from Level All in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Level All provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.  The foregoing does not affect your statutory rights.
  
• 17.2. Notices. Where Level All requires that you provide an e-mail address, you are responsible for providing Level All with your most current e-mail address.  In the event that the last e-mail address you provided to us is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice.  You may give notice to Level All at the following address: 152 W 57th Street, Floor 19, New York NY 10019.  Such notice will be deemed given when received by us by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
  
• 17.3. Assignment. The Agreement, and your rights and obligations thereunder, may not be assigned, delegated or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.  The Agreement will bind and inure to the benefit of the parties’ respective successors and permitted assigns.
  
• 17.4. Governing Law. The Agreement and any dispute arising from or relating to the Agreement will be governed in accordance with the laws of the state of New York, without reference to its conflicts of law principles; provided, however, that if you are a United States public educational institution domiciled in a state within the United States that expressly requires a different choice of law other than New York law, then the laws of the state in which you are located will apply.  The parties agree that the exclusive jurisdiction of any actions arising out of the Agreement will be in the state or federal courts, as applicable, located in New York, New York; provided, however, that if you are a United States public educational institution domiciled in a state within the United States that expressly requires venue or jurisdiction of a different state, then your state’s required venue and jurisdiction will apply.
  
• 17.5. Force Majeure. We shall not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
  
• 17.6. Miscellaneous. The Agreement, inclusive of your Order Form, any applicable Supplemental Terms, and any exhibits or addenda hereto or thereto, together, constitute the entire agreement between the parties regarding our provision of, and your use of, the Services described or identified in the applicable Order Form, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.
  
• 17.7. Amendments; Waivers. The Agreement may not be modified or altered except by a written instrument duly executed by both parties.  No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving.
  
• 17.8. Severability. If any term or provision of the Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
  
• 17.9. International Users. The Platform and other parts of the Services can be accessed from countries around the world and may contain references to services and content that are not available in your country.  These references do not imply that Level All intends to announce such services or content in your country.  The Services are controlled and offered by Level All from our facilities in the United States of America.  Level All makes no representations that the Services are appropriate or available for use in other locations.  Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.
  
• 17.10. Export Control. The Services may be subject to U.S.  export control laws and may be subject to export or import regulations in other countries.  You agree not to export, reexport, or transfer, directly or indirectly, any U.S.  technical data acquired from Level All, or any products utilizing such data, in violation of the United States export laws or regulations.
  
• 17.11. Questions, Complaints, Claims. If you have any questions, complaints, or claims with respect to the Services, please contact us at the contact information below.  We will do our best to address your concerns.  If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
  
• 17.12. Copyright/Trademark Information. Copyright © 2023, Level All, Inc.  All rights reserved.  All trademarks, logos and service marks (“Marks”) displayed on the Services are our property or the property of other third parties.  You are not permitted to use these Marks except as otherwise expressly permitted under the Agreement or with separate prior written consent or the consent of such third party which may own the Marks.  All goodwill generated from the use of any Level All Marks will inure to
  Level All’s benefit.
  
• 17.13. Contact Information:
  
  Level All, Inc.
  Contact@levelall.com
  152 W 57th Street, Floor 19
  New York NY 10019
  

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