Terms of Service

1. Services and Payment
RefynED will provide the services described in the attached Quote for the stated service
period. Fees are invoiced in accordance with the Quote and are due within 30 days of the
invoice date unless otherwise specified. All fees are non-refundable except as expressly
provided in these Terms. Late payments bear interest at the lesser of 1.5% per month or the
maximum rate permitted by law. If Customer issues a purchase order, it is for administrative
convenience only; any terms in a purchase order that conflict with these Terms will have no
effect unless accepted by RefynED in writing.

2. Evaluator Responsibility
RefynED uses artificial intelligence to support evidence collection, rubric alignment,
calibration, and feedback preparation. All AI-generated outputs are suggestions only. The
assigned evaluator remains solely responsible for reviewing all evidence and determining all
final ratings, feedback, and evaluation decisions. AI does not evaluate teachers, assign or
recommend ratings, or make employment decisions. Customer acknowledges that AI outputs may contain inaccuracies and must be independently verified before use in any evaluation.

3. RefynED Sync
RefynED Sync helps authorized users transfer finalized information from RefynED into a
third-party system of record when a native integration is unavailable. The user must review
and approve all information before submission and confirm that it transferred accurately.
Because Sync relies on third-party systems that RefynED does not control, continued
compatibility and uninterrupted availability cannot be guaranteed. RefynED is not liable for
errors, data loss, or discrepancies arising from changes to a third-party system’s interface,
functionality, or access permissions.

4. Data Ownership and Privacy
Customer owns all data and evaluation records created in RefynED. RefynED uses Customer
data only to provide, secure, and support the services and will not use it to train, fine-tune, or improve any publicly available or generalized AI models. RefynED has opted out of model-
training programs at the infrastructure provider level. The parties’ executed Data Privacy
Agreement (DPA), including any applicable TX-NDPA, governs data privacy, security,
retention, and deletion.

5. Student Data

To the extent Customer data includes personally identifiable information from education
records as defined by FERPA (20 U.S.C. § 1232g), RefynED acts as a School Official with a
legitimate educational interest under 34 CFR Part 99.31(a)(1). RefynED will not sell, market,
or advertise using student data. Classroom audio is processed solely to create observation
transcripts and is not retained after transcription. Most source artifacts are analyzed and then discarded; only the platform’s analysis is retained. Photographs captured during observations are retained for up to 14 days to support the active observation cycle, then destroyed. Backup copies of deleted data are retained for approximately 90 days for data-loss prevention
purposes.

6. Data Security
RefynED maintains administrative, technical, and organizational security measures designed
to protect Customer data, including encryption in transit and at rest, role-based access
controls, and ongoing vulnerability scanning. Infrastructure is hosted on Amazon Web
Services (AWS). RefynED is pursuing SOC 2 Type II and TX-RAMP certifications and will
make current reports available to Customer upon completion. In the event of unauthorized
access to Customer data, RefynED will notify Customer promptly and in no event later than
72 hours after confirming the breach.

7. Intellectual Property
RefynED retains all rights, title, and interest in and to its platform, software, AI models,
algorithms, workflows, documentation, and all related intellectual property. Nothing in these
Terms transfers or licenses any RefynED intellectual property to Customer except the limited
right to access and use the platform during the service period for its intended purpose.
Customer retains all rights, title, and interest in its data, including all evaluation records and
content created within RefynED. Neither party acquires any rights in the other party’s pre-
existing intellectual property by virtue of these Terms.

8. Customer Responsibilities
Customer is responsible for ensuring that its use of RefynED, including any audio recording
in classrooms, complies with Customer’s own policies and all applicable notice, permission,
or consent requirements under federal, state, and local law. Customer will not reverse
engineer, decompile, or disassemble the platform, use it to develop a competing product, or
permit unauthorized third parties to access the services. Customer will not use AI-generated
outputs as the sole basis for any employment decision, personnel action, or evaluation
outcome.

9. Warranty and Liability
RefynED will provide the services in a professional and workmanlike manner, materially as
described in the applicable documentation. RefynED does not warrant that AI-generated outputs or third-party integrations will be error-free or continuously available. Except as stated in these Terms, the services are provided “as is” without warranties of any kind. To the extent permitted by law, RefynED’s total liability will not exceed the fees paid under the attached Quote during the preceding 12 months. RefynED will not be liable for indirect, incidental, special, or consequential damages. RefynED is not responsible for employment decisions, personnel actions, or evaluation outcomes made using the platform.

10. Term, Renewal, and Termination
The subscription term is stated on the Quote. The subscription will automatically renew for
successive one-year terms unless either party provides written notice of nonrenewal at least
30 days before the end of the current term. Renewal is subject to Customer’s annual funding and purchase-order requirements. RefynED will provide advance written notice of any change in renewal pricing at least 60 days before the renewal date. Either party may terminate for a material breach that remains uncured 30 days after written notice.

11. General
These Terms are governed by the laws of the State of Texas. Neither party may assign these
Terms without the other party’s written consent, except that RefynED may assign upon
written notice in connection with a merger, acquisition, or sale of substantially all of its
assets. If any provision is found unenforceable, the remaining provisions remain in effect.
These Terms, the attached Quote, and the executed DPA constitute the entire agreement
between the parties. Any additional or conflicting terms in a purchase order or other
procurement document will not modify these Terms unless accepted by RefynED in writing.