Terms for TutorWorks educational software and learning tools.

1. Definitions

For purposes of this Agreement:

Authorized Customer means the school, district, organization, parent, guardian, educator, administrator, or other person or entity that has purchased, subscribed to, or been granted authorized access to the Software.

Authorized User means an individual student, parent, guardian, teacher, administrator, staff member, or other user authorized by Customer or TutorWorks to access the Software.

Software means the TutorWorks educational software, online learning tools, literacy software, games, applications, digital content, documentation, updates, enhancements, and related technology made available by TutorWorks or its licensors.

Explode The Code means the sequential, systematic phonics program and related online software, content, and materials owned or licensed by EPS Operations, LLC and/or TutorWorks, Inc., as applicable.

Student Data means information relating to an identifiable student that is provided to, generated through, or maintained by the Software in connection with educational use.

2. License Grant

Subject to Customer's compliance with this Agreement, payment of applicable fees, and any applicable order form, invoice, subscription, or sales agreement, TutorWorks grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software solely for authorized educational purposes.

This license is limited to the number of users, classrooms, schools, sites, seats, subscriptions, or other usage limits stated in the applicable order form, invoice, or agreement.

No ownership rights are transferred to Customer or any Authorized User.

3. Authorized Use

Customer and Authorized Users may use the Software only for lawful educational, instructional, literacy, language learning, assessment, intervention, administrative, or related purposes.

Customer is responsible for:

• ensuring that only Authorized Users access the Software;
• maintaining the confidentiality of account credentials;
• supervising student use where appropriate;
• ensuring use of the Software complies with applicable laws and school or district policies;
• promptly notifying TutorWorks of unauthorized access or misuse; and
• ensuring that information entered into the Software is accurate and appropriate.

Customer may not use the Software for commercial resale, unauthorized training, competitive analysis, unlawful activity, or any purpose not expressly permitted by this Agreement.

4. Term

Unless otherwise stated in an applicable order form, invoice, subscription, or sales agreement, the initial term of this Agreement is one year from the date of purchase, account activation, or authorized access.

This Agreement may renew if stated in the applicable order form, subscription, invoice, or written agreement.

TutorWorks may suspend or terminate access if Customer fails to comply with this Agreement, fails to pay applicable fees, misuses the Software, or creates a security, legal, or operational risk.

5. Fees and Payment

Customer agrees to pay all fees stated in the applicable invoice, order form, subscription, or sales agreement.

Unless otherwise stated in writing:

• invoices are payable upon receipt;
• unpaid invoices may result in suspension or termination of access;
• amounts not paid within thirty days may accrue interest at the lesser of the maximum rate permitted by law or the prime rate listed in The Wall Street Journal on the invoice date plus three percent; and
• Customer is responsible for reasonable collection costs, including attorneys' fees, where permitted by law.

TutorWorks reserves all rights and remedies available for nonpayment.

6. Account Access and Security

Customer is responsible for all activity occurring under Customer's accounts and Authorized User accounts.

Customer agrees not to:

• share login credentials except as authorized;
• allow unauthorized users to access the Software;
• bypass access controls;
• interfere with account security;
• impersonate another person or entity; or
• attempt to gain unauthorized access to TutorWorks systems.

TutorWorks may suspend or restrict access if it reasonably believes an account has been compromised or used in violation of this Agreement.

7. Student Data and Privacy

TutorWorks is committed to protecting student, parent, educator, and school information.

Where TutorWorks provides Software to a school, district, or educational institution, TutorWorks may process Student Data on behalf of that school or district and in accordance with applicable agreements and laws, including FERPA where applicable.

Customer is responsible for obtaining any required notices, consents, approvals, or authorizations necessary for use of the Software by students, including use by children under 13 where applicable.

TutorWorks does not sell Student Data. TutorWorks does not use Student Data for third-party advertising.

TutorWorks' collection, use, storage, and sharing of information is further described in the TutorWorks Privacy Policy, which is incorporated into this Agreement by reference.

8. AI, Adaptive Learning, and Third-Party Processing

Some Software features may use artificial intelligence, adaptive learning tools, automated scoring, language processing, or similar technologies to support personalization, feedback, recommendations, or instructional functionality.

TutorWorks seeks to limit such processing to information reasonably necessary to provide the applicable feature.

Customer acknowledges that some functionality may be provided through trusted service providers. TutorWorks requires such providers to process information only as necessary to support the Software and subject to appropriate confidentiality, security, and data protection obligations.

Customer is responsible for determining whether particular AI, adaptive learning, or automated features are appropriate for its students, users, policies, and legal obligations.

9. Restrictions

Customer and Authorized Users shall not, directly or indirectly:

• copy, reproduce, distribute, sell, rent, lease, sublicense, assign, transfer, or commercially exploit the Software except as expressly permitted;
• reverse engineer, decompile, disassemble, decrypt, modify, or create derivative works from the Software;
• remove or alter copyright, trademark, proprietary, or other legal notices;
• use the Software to develop competing products or services;
• use automated tools, scraping, bots, or similar methods to access or extract data from the Software;
• bypass usage limits, security features, or access controls;
• upload malicious code, viruses, or harmful content;
• use the Software in violation of applicable law;
• use the Software to infringe intellectual property, privacy, or other rights;
• share access with unauthorized users;
• interfere with the operation, performance, integrity, or security of the Software; or
• attempt to gain unauthorized access to TutorWorks systems, networks, accounts, or data.

Any unauthorized use may result in immediate suspension or termination.

10. Ownership and Intellectual Property

The Software, including all copyrights, trademarks, trade secrets, patents, software code, design elements, methods, processes, content, graphics, educational materials, games, documentation, reports, and related intellectual property, is owned by TutorWorks, EPS Operations, LLC, and/or their licensors, as applicable.

Explode The Code and related phonics software, content, and materials are owned or licensed by EPS Operations, LLC and/or TutorWorks, Inc., as applicable.

Customer receives only the limited license expressly granted in this Agreement. All rights not expressly granted are reserved.

11. Feedback

If Customer or any Authorized User provides suggestions, ideas, comments, improvements, or feedback regarding the Software, TutorWorks may use that feedback without restriction or compensation, provided that TutorWorks does not disclose Student Data or confidential information in violation of this Agreement or applicable law.

12. Updates and Changes

TutorWorks may update, enhance, modify, suspend, or discontinue features of the Software from time to time.

TutorWorks may make changes to improve security, functionality, compliance, performance, educational effectiveness, or user experience.

TutorWorks will use commercially reasonable efforts to avoid materially reducing core functionality during an active paid subscription term, but the Software may evolve over time.

13. Support and Maintenance

TutorWorks may provide support and maintenance services as described in the applicable order form, subscription, invoice, support policy, or written agreement.

Support may include technical assistance, account support, product updates, training resources, or other services determined by TutorWorks.

TutorWorks does not guarantee that all issues will be resolved or that the Software will operate without interruption.

14. Third-Party Services and Links

The Software may integrate with or link to third-party platforms, websites, tools, or services.

TutorWorks is not responsible for third-party services unless expressly stated in writing. Use of third-party services may be subject to separate terms and privacy policies.

Customer is responsible for reviewing and complying with any applicable third-party terms.

15. Confidentiality

Customer may receive non-public information regarding the Software, pricing, product roadmap, security, documentation, technical information, or other confidential materials.

Customer agrees to use such confidential information only for purposes of using the Software under this Agreement and to protect it from unauthorized disclosure using reasonable care.

TutorWorks will protect Customer confidential information and Student Data in accordance with applicable law, this Agreement, and the TutorWorks Privacy Policy.

16. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE."

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TUTORWORKS, EPS OPERATIONS, LLC, AND THEIR RESPECTIVE AFFILIATES, LICENSORS, SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AGENTS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, COMPATIBILITY, AND PERFORMANCE.

TUTORWORKS DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM HARMFUL COMPONENTS, OR THAT ANY PARTICULAR EDUCATIONAL OUTCOME WILL BE ACHIEVED.

NO ORAL OR WRITTEN STATEMENT BY TUTORWORKS, EPS OPERATIONS, LLC, OR THEIR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TUTORWORKS, EPS OPERATIONS, LLC, AND THEIR RESPECTIVE AFFILIATES, LICENSORS, SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, OR SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF TUTORWORKS, EPS OPERATIONS, LLC, AND THEIR RESPECTIVE AFFILIATES, LICENSORS, AND SUPPLIERS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER FOR THE SOFTWARE DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow certain limitations of liability, so some limitations may not apply to you.

18. Indemnification

Customer agrees to defend, indemnify, and hold harmless TutorWorks, EPS Operations, LLC, and their respective affiliates, licensors, suppliers, officers, directors, employees, contractors, and agents from and against any claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:

• Customer's or Authorized Users' misuse of the Software;
• violation of this Agreement;
• violation of applicable law;
• unauthorized disclosure or misuse of account credentials;
• content, data, or information provided by Customer or Authorized Users;
• failure to obtain required notices, consents, or authorizations; or
• infringement or violation of third-party rights.

19. Export Compliance

Customer agrees to comply with all applicable export control, sanctions, and trade laws and regulations of the United States and other applicable jurisdictions.

Customer shall not access, use, export, re-export, or transfer the Software in violation of such laws or regulations.

TutorWorks may suspend or terminate access where necessary to comply with applicable law.

20. Suspension and Termination

TutorWorks may suspend or terminate Customer's or any Authorized User's access to the Software if TutorWorks reasonably believes that:

• Customer has failed to pay applicable fees;
• Customer or an Authorized User has violated this Agreement;
• account activity creates a security, legal, operational, or compliance risk;
• continued access could harm TutorWorks, users, students, schools, systems, or third parties; or
• suspension is required by law.

Upon termination:

• Customer and Authorized Users must stop using the Software;
• all licenses granted under this Agreement terminate;
• Customer must delete or return any copies of Software or documentation in its possession, where applicable;
• unpaid fees remain due; and
• provisions that by their nature should survive termination shall survive, including ownership, restrictions, confidentiality, disclaimers, limitations of liability, indemnification, governing law, and dispute resolution.

21. Force Majeure

TutorWorks and EPS Operations, LLC shall not be liable for delay or failure to perform resulting from circumstances beyond their reasonable control, including acts of God, natural disasters, fire, flood, war, terrorism, labor disputes, governmental actions, internet or telecommunications failures, power outages, third-party service failures, cybersecurity incidents not caused by failure to use reasonable safeguards, or other events beyond reasonable control.

22. Assignment

Customer may not assign or transfer this Agreement or any rights or obligations under it without prior written consent from TutorWorks.

TutorWorks may assign this Agreement in connection with a merger, acquisition, corporate reorganization, sale of assets, financing, or transfer of business operations.

23. Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it enforceable while preserving the original intent as closely as possible.

24. Waiver

Failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

Any waiver must be in writing and signed by the party granting the waiver.

25. Governing Law and Venue

This Agreement and the relationship between the parties shall be governed by the laws of the State of Wisconsin and the United States of America, without regard to conflict of law principles.

The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Wisconsin for resolution of any dispute arising out of or relating to this Agreement or the Software.

26. Entire Agreement

This Agreement, together with any applicable order form, invoice, subscription agreement, sales agreement, privacy policy, data protection agreement, or written addendum, constitutes the entire agreement between the parties regarding the Software.

This Agreement supersedes all prior or contemporaneous oral or written statements, representations, agreements, or understandings relating to the Software.

This Agreement may be amended only by written agreement or by TutorWorks posting an updated version as described below.

27. Changes to This Agreement

TutorWorks may update this Agreement from time to time.

If changes are material, TutorWorks may provide notice through the Software, by email, on the website, or by other reasonable means.

Continued use of the Software after the updated Agreement becomes effective constitutes acceptance of the updated Agreement.

28. Contact Information

Questions about this Agreement may be directed to:

TutorWorks, Inc. 533 Airport Blvd, Suite 400 Burlingame, CA 94010

Email: tech@tutorworks.org