Master Services Agreement

REFYNED, INC.

MASTER SERVICES AGREEMENT

This Master Services Agreement (“MSA“) is entered into by and between RefynED, Inc. (“RefynED“) and the customer identified in the applicable Ordering Document (“Customer“). This MSA is effective as of the date set forth in the applicable Ordering Document (“Effective Date“).

This MSA, together with each Ordering Document and any attached exhibits, constitutes the “Agreement” between the parties and governs Customer’s access to and use of the Services.

1. Definitions

1.1 “Agreement” means this MSA, all Ordering Documents, and all exhibits or addenda referenced herein or therein.

1.2 “Customer Data” means all data (including Personal Data), files, documents, records, text, and other content uploaded to the Services or transmitted to RefynED under this Agreement by or on behalf of Customer, including Staff Data and, if permitted under Section 3.3 and Exhibit D, Student Data.

1.3 “De-identified Data” means information generated from or derived from Customer’s use of the Services that does not contain Personal Data and cannot reasonably be used to identify Customer or any individual.

1.4 “Documentation” means RefynED’s user-facing documentation describing the functionality and operation of the Services.

1.5 “Intellectual Property Rights” means all intellectual property and proprietary rights, including copyrights, trademarks, trade secrets, patents, and other rights, whether registered or unregistered.

1.6 “Ordering Document” means an order form, quote, statement of work (“SOW”), purchase order accepted by RefynED, or other ordering document that references this MSA and describes the Services and applicable fees.

1.7 “Personal Data” means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular natural person.

1.8 “Professional Services” means implementation, training, consulting, and other services purchased under an Ordering Document.

1.9 “Services” means RefynED’s hosted software services, related support, and any Professional Services purchased under an Ordering Document.

1.10 “Staff Data” means Customer Data relating to Customer’s workforce members (including administrators, evaluators, teachers, and staff).

1.11 “Student Data” means data relating to an identified or identifiable student, including education records as defined under the Family Educational Rights and Privacy Act (“FERPA”).

1.12 “Subscription Services” means RefynED’s hosted software made available on a subscription basis.

1.13 “Users” means individuals authorized by Customer to access the Services for Customer’s internal purposes. Users may include Customer administrators, evaluators, teachers, and staff. Users do not include students, parents, or guardians unless expressly permitted in an applicable Ordering Document and Exhibit D.

2. Services; Access; Restrictions

2.1 Subscription Services. Subject to Customer’s timely payment of applicable fees and compliance with this Agreement, RefynED will make the Subscription Services available to Customer during the applicable subscription term in substantial accordance with the Documentation.

2.2 Professional Services. If Customer purchases Professional Services, RefynED will provide such Professional Services as described in the applicable Ordering Document and/or Exhibit C.

2.3 Use Restrictions. Customer will not, and will not permit any User or third party to:

  • (a) access or use the Services for any purpose other than Customer’s internal business purposes;
  • (b) sell, resell, rent, lease, license, sublicense, distribute, or otherwise make the Services available to any third party;
  • (c) reverse engineer, decompile, disassemble, or attempt to discover source code or underlying ideas;
  • (d) interfere with or disrupt the integrity or performance of the Services;
  • (e) upload or transmit unlawful, infringing, or malicious content; or
  • (f) remove or obscure proprietary notices.

2.4 Account Security. Customer is responsible for maintaining the confidentiality of login credentials and for all activity conducted through its accounts. Customer will notify RefynED promptly of any suspected unauthorized access.

2.5 Security Testing. Customer will not conduct penetration testing or vulnerability scanning against the Services without RefynED’s prior written approval and coordination.

2.6 Suspension. RefynED may suspend Customer’s or any User’s access to the Services upon notice if RefynED reasonably determines that Customer’s or a User’s use of the Services violates this Agreement, creates a security risk, or is unlawful.

2.7 Updates. RefynED may modify, update, or enhance the Services, provided that such changes will not materially degrade core functionality of the Services.

3. Customer Data; Student Data

3.1 Ownership. As between the parties, Customer retains all right, title, and interest in and to Customer Data.

3.2 License to Process. Customer grants RefynED a limited right to process Customer Data solely as necessary to provide, support, secure, and maintain the Services, including troubleshooting, analytics necessary to operate the Services, and backups.

3.3 Student Data (Default Excluded; Optional). Student Data is excluded by default. Customer will not upload or provide Student Data to the Services unless (i) the parties have executed Exhibit D (Student Data Addendum) or (ii) the applicable Ordering Document expressly permits Student Data. If Student Data is provided without an executed Exhibit D, Customer will notify RefynED and RefynED will reasonably assist with deletion or return consistent with applicable law and RefynED’s data retention practices.

3.4 Data Processing and Security. Exhibit B (Security and Staff Data Addendum) applies to RefynED’s processing of Staff Data and other Customer Data under this Agreement, excluding Student Data unless Exhibit D applies.

3.5 De-identified / Aggregated Data. RefynED may create and use De-identified Data and aggregated data derived from use of the Services solely for internal product improvement, analytics, operations, and service performance, provided it cannot reasonably be used to identify Customer or any individual.

District Data Privacy Agreements

If Customer requires RefynED to sign a data privacy agreement, student privacy agreement, or state-mandated data privacy addendum (“DPA”), the DPA will apply solely to Student Data processed under Exhibit D or otherwise expressly permitted in an Ordering Document.

The DPA will not modify or supersede this Agreement except with respect to Student Data privacy obligations. In the event of a conflict:

  1. The DPA controls only for Student Data privacy compliance requirements.
  2. This Agreement controls all other matters, including:
    • payment obligations
    • warranties and disclaimers
    • limitation of liability
    • indemnification
    • intellectual property ownership
    • service levels
    • termination rights
    • non-student data processing

If a DPA purports to apply to data other than Student Data, it will be interpreted to apply only to Student Data to the maximum extent permitted by law.

4. Proprietary Rights

4.1 RefynED Technology. RefynED and its licensors retain all right, title, and interest in and to the Services, Documentation, and all related Intellectual Property Rights.

4.2 Feedback. If Customer provides suggestions, ideas, or feedback regarding the Services, RefynED may use such feedback without restriction and without obligation, provided RefynED does not publicly disclose Customer’s Confidential Information.

4.3 Publicity. RefynED will not use Customer’s name or trademarks in marketing materials without Customer’s prior written consent (email sufficient). Customer may revoke such consent upon written notice.

5. Confidentiality

5.1 Confidential Information. “Confidential Information” means non-public information disclosed by a party that should reasonably be understood as confidential, including Customer Data, pricing, security practices, and product plans.

5.2 Protection. The receiving party will protect the disclosing party’s Confidential Information using at least reasonable care and will use it only to perform its obligations under this Agreement.

5.3 Compelled Disclosure. A party may disclose Confidential Information if required by law, provided it gives notice to the other party when legally permitted and cooperates in good faith.

5.4 Public Records. If Customer is subject to public records laws, Customer will provide RefynED a reasonable opportunity to object to disclosure of RefynED Confidential Information where permitted.

6. Fees; Payment

6.1 Fees. Customer will pay all fees set forth in the applicable Ordering Document.

6.2 Taxes. Fees exclude all taxes. Customer is responsible for applicable taxes unless Customer provides a valid exemption certificate.

6.3 Payment Terms. Unless otherwise stated in the Ordering Document, invoices are due net thirty (30) days from invoice date.

6.4 Disputes. Customer must notify RefynED of any invoice dispute within twenty (20) days of invoice date. Customer will timely pay all undisputed amounts.

7. Third-Party Services

Customer’s use of any third-party services or integrations is subject to those third parties’ terms. RefynED is not responsible for third-party products or services not provided by RefynED.

8. Limited Warranty

RefynED warrants that the Services will operate in substantial conformance with the Documentation under normal use. Customer’s exclusive remedy and RefynED’s sole obligation for breach of this warranty is to use commercially reasonable efforts to correct the nonconformity.

9. Disclaimer

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

10. Indemnification

10.1 RefynED Indemnity. RefynED will defend Customer against third-party claims alleging that the Services infringe Intellectual Property Rights, and will pay damages finally awarded by a court or amounts agreed in a settlement approved by RefynED.

10.2 Customer Indemnity. Customer will defend RefynED against third-party claims arising out of (a) Customer Data, (b) Customer’s misuse of the Services, or (c) Customer’s violation of law.

10.3 Procedure. The indemnified party will provide prompt notice and reasonable cooperation. The indemnifying party controls the defense and settlement, and may not settle any claim that admits liability on behalf of the indemnified party without consent.

11. Limitation of Liability

11.1 Exclusion of Damages. Neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or lost revenues.

11.2 Liability Cap. Except for Excluded Claims, each party’s total liability arising out of or related to this Agreement will not exceed the fees paid by Customer for the Services giving rise to the claim in the twelve (12) months preceding the event giving rise to liability.

11.3 Excluded Claims. The limitations in this Section do not apply to a party’s gross negligence, willful misconduct, or fraud.

12. Insurance

Each party will maintain commercially reasonable insurance appropriate to its obligations under this Agreement.

13. Term; Termination

13.1 Term. This Agreement begins on the Effective Date and continues until all Ordering Documents expire or terminate.

13.2 Termination for Cause. Either party may terminate this Agreement or an Ordering Document for material breach upon thirty (30) days’ written notice and opportunity to cure.

13.3 Non-Appropriation. If Customer is a governmental entity subject to non-appropriation laws, Customer may terminate an Ordering Document at the end of the funded fiscal period upon written notice, and Customer will pay fees incurred through the funded period.

13.4 Effect of Termination. Customer remains responsible for fees accrued through the termination effective date.

13.5 Return / Deletion. Upon expiration or termination, RefynED will return or delete Customer Data within a reasonable period upon request, subject to legal retention requirements and standard backup retention cycles.

14. General

14.1 Governing Law; Venue. Governing law and venue will be the state where Customer is located, unless otherwise specified in an Ordering Document.

14.2 Assignment. Neither party may assign this Agreement without the other party’s prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.

14.3 Force Majeure. Neither party will be liable for failure to perform due to events beyond its reasonable control, excluding payment obligations.

14.4 Entire Agreement; Order of Precedence. This Agreement is the entire agreement between the parties. In the event of conflict, an Ordering Document controls over this MSA, and this MSA controls over Exhibits unless expressly stated otherwise.

14.5 No Third-Party Beneficiaries. There are no third-party beneficiaries.

14.6 Counterparts; Electronic Signature. This Agreement may be executed in counterparts and by electronic signature.

Signatures

REFYNED, INC.
By: ___________________________
Name: _________________________
Title: __________________________
Date: __________________________

CUSTOMER
By: ___________________________
Name: _________________________
Title: __________________________
Date: __________________________

Exhibit A — Support and Service Levels

This Exhibit A forms part of the Agreement.

A1. Support Channels. Support requests may be submitted to:
Email: __________________________
Portal (if applicable): __________________________

A2. Support Hours. Monday–Friday, 8:00 AM to 5:00 PM Central Time, excluding U.S. federal holidays.

A3. Target Response Times. RefynED will use commercially reasonable efforts to respond within the following timeframes:

  • Severity 1 (critical outage): 4 business hours
  • Severity 2 (major issue): 1 business day
  • Severity 3 (minor issue): 2 business days
  • Severity 4 (general questions): 3 business days

A4. Availability Target. RefynED targets 99.5% uptime measured monthly, excluding scheduled maintenance, emergency maintenance, force majeure events, and issues caused by Customer systems or third parties.

A5. Maintenance. RefynED may perform scheduled maintenance that may affect availability. RefynED will provide notice when practicable.

Exhibit B — Security and Staff Data Addendum

This Exhibit B forms part of the Agreement and applies to Staff Data and other Customer Data processed under the Agreement, excluding Student Data unless Exhibit D applies.

B1. Data Use Limitation. RefynED will process Customer Data solely to provide, support, secure, and maintain the Services and to comply with applicable law. RefynED will not sell Customer Data.

B2. Security Program. RefynED will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data, including access controls, encryption in transit, encryption at rest, vulnerability management, and logical separation of customer environments.

B3. Subprocessors. RefynED may use subprocessors to provide the Services (e.g., hosting, logging, customer support tooling). RefynED remains responsible for its subprocessors’ compliance with this Exhibit.

B4. Security Incident Notification. RefynED will maintain an incident response program. In the event of confirmed unauthorized access to Customer Data, RefynED will notify Customer without undue delay after confirmation and provide information reasonably necessary for Customer’s compliance obligations.

B5. Customer Responsibilities. Customer is responsible for provisioning and deprovisioning Users, maintaining secure authentication practices, and ensuring Customer Data provided to RefynED is lawful and appropriate for the Services.

B6. Return / Deletion. Upon termination or expiration, RefynED will delete or return Customer Data within a reasonable period upon request, subject to legal retention requirements and standard backup retention cycles.

Exhibit C — Professional Services Terms

This Exhibit C applies only if Customer purchases Professional Services.

C1. Scope. Professional Services may include onboarding, implementation, training, and configuration support within standard product capabilities, as specified in the applicable Ordering Document or SOW.

C2. Customer Responsibilities. Customer will provide timely cooperation, including a designated project lead, access to necessary personnel, and timely approvals.

C3. Fees and Expenses. Fees are set forth in the applicable Ordering Document. If onsite services are requested, Customer will reimburse pre-approved reasonable travel expenses.

C4. Scheduling. Dates are estimates unless expressly stated otherwise in writing. RefynED is not responsible for delays caused by Customer dependencies or third parties.

Exhibit D — Student Data Addendum (Optional)

This Exhibit D applies only if executed by the parties or referenced as applicable in an Ordering Document.

D1. Permitted Use Cases. Customer may provide Student Data only as reasonably necessary to support agreed use cases described in the Ordering Document, which may include: (a) Student Learning Objective (SLO) artifacts submitted as evaluation evidence, (b) instructional artifacts included within evaluation workflows, and (c) student outcome measures used in evaluation workflows, including de-identified or aggregated outcomes.

D2. Permitted Processing. RefynED will process Student Data solely to provide, support, secure, and maintain the Services and to comply with applicable law. RefynED will not sell Student Data.

D3. Customer Responsibilities. Customer is responsible for determining what Student Data is appropriate to provide, ensuring it has legal authority to provide such Student Data, and minimizing Student Data to what is reasonably necessary. Customer will remove direct identifiers where feasible prior to upload.

D4. De-identified and Aggregated Student Outcomes. Customer may provide Aggregated Student Data and/or De-identified Student Data that cannot reasonably identify a student. RefynED may use aggregated and de-identified Student Data solely to provide and improve the Services, provided it cannot reasonably be used to identify a student.

D5. FERPA. To the extent Student Data includes education records under FERPA and Customer is a school or district, Customer designates RefynED as a “school official” with legitimate educational interest solely for the limited purposes described in this Agreement and this Exhibit D.

D6. Return / Deletion. Upon request or upon expiration or termination, RefynED will delete or return Student Data within a reasonable period, subject to legal retention requirements and standard backup retention cycles.