IEP ASSURE EDUCATOR VERSION TERMS AND CONDITIONS

Last Updated: March 4, 2026

The IEP Assure Educator Version Terms and Conditions (these “Terms” or the “Agreement”) govern your use of the IEP Assure Educator Version (the “Service”) available for use by teachers and other educators not associated with a school or district that is a customer of IEP Assure, Inc. (“IEP Assure”). The teacher or educator who is using the Service and accepting these Terms shall be referred to as the “Educator.” IEP Assure and Educator may individually be referred to as a “Party” and, collectively, as the “Parties.”

PLEASE READ THIS AGREEMENT CAREFULLY. BY CREATING, REGISTERING, USING OR ACCESSING AN ACCOUNT OR THE PLATFORM OR SERVICE, UPLOADING DATA TO THE SERVICE OR PLATFORM, OR MANIFESTING YOUR ASSENT TO THIS AGREEMENT IN ANY OTHER MANNER, EDUCATOR HEREBY EXPRESSLY AGREES TO BE BOUND BY, AND SHALL BE SUBJECT TO, THIS AGREEMENT. IF EDUCATOR DOES NOT AGREE TO THESE TERMS, DO NOT USE OR OTHERWISE ACCESS THE SERVICE OR PLATFORM, REGISTER OR ACCESS AN ACCOUNT, UPLOAD DATA TO OR DOWNLOAD OUTPUT FROM THE SERVICES. PLEASE NOTE THAT THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION IN SECTION 10 AND THAT YOU ARE AGREEING TO WAIVE YOUR RIGHT TO A PARTICIPATE IN A CLASS ACTION OR YOUR RIGHT TO A JURY TRIAL TO RESOLVE ANY DISPUTE. PLEASE REVIEW THESE SECTIONS CLOSELY.

YOU MAY NOT SIGN UP FOR THE EDUCATOR VERSION OF THE SERVICE IF YOUR EMPLOYER OR THE SCHOOL DISTRICT OR SCHOOL YOU WORK FOR OR ARE EMPLOYED BY HAS AN EXISTING RELATIONSHIP WITH IEP ASSURE. IF DURING THE TERM OF THIS AGREEMENT, YOUR EMPLOYER OR THE SCHOOL DISTRICT OR SCHOOL YOU WORK FOR OR ARE EMPLOYED ENTERS INTO AN AGREEMENT WITH IEP ASSURE, THIS AGREEMENT WILL AUTOMATICALLY TERMINATE, WE WILL TERMINATE YOUR ACCOUNT, AND YOUR USE OF THE SERVICE WILL BE SUBJECT TO THE AGREEMENT BETWEEN US AND YOUR EMPLOYER OR THE SCHOOL DISTRICT OR SCHOOL YOU WORK FOR OR ARE EMPLOYED BY.

1. THE SERVICE; LICENSE TO SERVICE.

   1. The Service. IEP Assure has developed a proprietary artificial intelligence platform (the “Platform”) designed to streamline Individualized Education Program (“IEP”) management, help educators create and manage IEPs and provide personalized learnings with recommendations for students. Educator desires to acquire from IEP Assure, and IEP Assure desires to grant to Educator, a license to use the Platform and Service, in accordance with the terms and conditions set forth herein.
   2. License to Service. Subject to Educator’s compliance with the terms of this Agreement, during the Term (defined below), IEP Assure grants to Educator a limited, non-exclusive, revocable, non-transferable, non-sublicensable right access and use the Service and Platform solely for the Purpose (defined below). Educator acknowledges that in connection with its use of the Service and Platform, the Service and Platform will be subject to ongoing training, optimization or enhancement of the artificial intelligence algorithms and related tools used to support the Service and Platform. “Purpose” shall mean Educator’s internal use of the Service and Platform to generate and manage IEPs and related special education documentation for Educator’s students.
   3. Use Restrictions. As a condition of use, Educator agrees not to use any of the Service for any purpose that is prohibited by this Agreement or by applicable law. Educator shall not (and shall not permit any third party): (i) copy, download, upload or in any other way reproduce the Service and Platform (in whole or in part) in any form; (ii) sell, distribute, sublicense, provide access to, or transfer the Service or Platform or the output, in whole or part, to a third party other than parents or other educators of applicable students; (iii) create compilations or derivative works of the Service or Platform; (iv) reverse engineer, decompile or disassemble the Service or Platform, in whole or in part; (v) modify or remove any proprietary markings or restrictive legends placed on the Service or Platform; (vi) use the Service, Platform or any output thereof to build, train or improve (or to assist any third party in building, training or improving) any machine learning models, algorithms or services that are competitive with or similar to the Service or Platform; (vii) access or use the Service or Platform in any manner that (a) violates any applicable law or regulation (including any applicable student data privacy or education laws), (b) infringes, misappropriates or otherwise violates any intellectual property, privacy or other rights of any third party, or (c) involves uploading or transmitting any viruses, malware or other harmful code; (viii) circumvent, disable or otherwise interfere with any security-related features or technical restrictions of the Service or Platform, or attempt to gain unauthorized access to the Service, Platform or any related systems or networks; or (ix) use the Service or Platform or any output to make automated decisions about students without appropriate human review by qualified personnel, except to the extent prohibited by applicable law or Educator’s employer’s policies. For the avoidance of doubt, if applicable law or Educator’s employer’s policies prohibits Educator from reviewing the output of any AI tool, Educator may not utilize the Service.
   4. Professional Review. Outputs (defined below) are designed to assist Educators but do not replace Educator’s professional judgement. Educator acknowledges and agrees that it will review all Output generated by the Service prior to using any Output. In furtherance of the foregoing, Educator shall, among other things: (i) view Output as a starting point to create draft materials that Educator then revises with its professional review; and (ii) check for biased, fictitious, or otherwise incorrect content before utilizing any Output.
   5. Modification of Agreement. IEP Assure may update this Agreement from time to time at its sole discretion. Any updates will be posted on this page with a revised “Last Updated” date, and IEP Assure may send other communications notifying Educator of such an update. It is important that Educator reviews this Agreement whenever they are updated. IEP Assure may require Educator to provide consent to the updated Agreement in a specified manner before further use of the Service or Platform is permitted. Otherwise, by continuing to use the Service and Platform after notification of updated Agreement, Educator will be deemed to have accepted and agreed to the revised Agreement. If Educator does not agree to be bound by the changes, Educator shall not use the Service or Platform anymore.
   6. Modification of Services. Because the Service and Platform are evolving over time, IEP Assure may change or discontinue all or any part of the Platform or Service, at any time, at its sole discretion without prior notice or liability to Educator.

2. INTELLECTUAL PROPERTY RIGHTS.

   1. Rights to Platform. The Service and Platform is licensed, not sold. Except for the limited rights expressly granted by IEP Assure to Educator in this Agreement, as between IEP Assure and Educator, IEP assure exclusively owns and retains all right, title, and interest in and to the Service and Platform (including any and all modifications, updates or upgrades made thereto), all of IEP Assure’s Confidential Information, and all intellectual property rights in the foregoing.
   2. Feedback. IEP Assure shall own all feedback, comments, suggestions, ideas, concepts and changes that Educator provides to IEP Assure relating to the Service, Platform and all associated intellectual property rights (collectively the “Feedback”). Educator hereby assigns all of its right, title and interest in the Feedback to IEP Assure.
   3. Educator Data. IEP Assure hereby acknowledges and agrees that as between the Parties, all rights, title and interest in and to any data or information that Educator inputs, uploads or makes available to the Services or Platform (collectively, “Educator Data”) are and shall remain the property of Educator, subject to the rights granted to IEP Assure herein. For avoidance of doubt, the term “Educator Data” does not mean and shall not be construed to include Usage Data or Aggregate Data. Educator represents and warrants that all Educator Data is accurate and complete when provided to the Services and Platform. IEP Assure is entitled to rely on all Educator Data as being accurate and complete. Educator hereby grants to IEP Assure the perpetual, transferable, sublicensable, irrevocable license to use, reproduce, promote, distribute, modify, publicly display and perform, cache, and transmit Educator Data via the Services and Platform as necessary or desired for the purposes of this Agreement, to allow IEP Assure to provide the services contemplated hereunder to Educator, and for all other legal purposes.
   4. Platform Outputs. IEP Assure hereby acknowledges and agrees that, as between IEP Assure and Educator, all rights, title and interest in and to any IEPs and related reports, documents, recommendations, and other content generated by the Platform and Service for Educator in connection with Educator’s use of the Platform and Service (collectively, “Outputs”) are and shall remain the property of the Educator, excluding, for clarity, the Platform and Service.
   5. Usage Data. IEP Assure may track Educator’s Service and Platform usage and the Service and Platform performance data (“Usage Data”) to better serve Educator and IEP Assure’s other customers. IEP Assure exclusively owns and retains all right, title and interest in and to Usage Data and any modifications to or derivatives of Usage Data, including all intellectual property rights therein.
   6. Platform Improvement. Educator hereby grants IEP Assure the royalty-free, fully paid-up perpetual, worldwide right to de-identify and aggregate Educator Data and Output with data obtained by IEP Assure, data and output obtained from other customers, and/or Usage Data (collectively, “Aggregate Data”) and to use such Aggregate Data for its legitimate business purposes, including but not limited to, for ongoing training of the artificial intelligence algorithms and related tools used to support the Service and Platform. IEP Assure exclusively owns and retains all right, title and interest in and to Aggregate Data and any modifications to or derivatives of Aggregate Data, and all rights in and to any improvements or modifications to the Service and Platform and artificial intelligence algorithms and related tools used to support the Service and Platform, including all intellectual property rights therein. IEP Assure will not attempt to re-identify any de-identified Aggregate Data and will maintain reasonable technical and organizational measures designed to prevent re-identification.

3. PAYMENT TERMS.

   1. Free Version of the Service. IEP Assure offers Educators a free version of the Service (the “Free Version”). Certain features and functionalities of the Service and Platform may not be accessible in the Free Version. The Free Version may also be limited to a certain number of IEP Outputs per month. Any such limits will be set forth here.
   2. Paid Version of the Service. IEP Assure offers Educators a paid version of the Service, which allows for an additional number of IEP Outputs per month. If Educator selects the paid version of the Service, the following terms will apply:
      1. Payment Method. Upon purchase of a subscription to the Service, Educator must provide an accurate and up-to-date payment method designated as acceptable to IEP Assure. Educator authorizes IEP Assure to charge any purchase to Educator’s designated payment method, including the then-current price plus any applicable taxes and fees specified. No transaction is binding on IEP Assure until accepted and confirmed by IEP Assure. IEP Assure may update stored payment method using information provided by its payment service providers. Following any update, Educator hereby authorizes IEP Assure to continue to charge the applicable payment method(s). Educator is responsible for any additional charges charged by the payment method provider.
      2. Cancellations and Disputes. Educator agrees to raise any concerns regarding transactions directly with IEP Assure first, and not to cancel or reverse charges through Educator’s payment method provider until Educator has made reasonable attempts to resolve the matter directly with IEP Assure or otherwise as provided by applicable law. IEP Assure may verify identities or request more information in connection with purchases, and may not process or may cancel purchase requests, including if IEP Assure suspects fraud or if any payment method is declined.
      3. Refunds. IEP Assure will not refund any payments unless required by applicable law.
   3. Fee Increases. IEP Assure reserves the right to increase the price of the paid Service. IEP Assure will communicate any price changes in advance to the email address associated with Educator’s account. If Educator does not agree to price changes, Educator may terminate its account as set forth herein.

4. ACCOUNT.

   1. Creating an Account. To access the features of the Service, Educator may be required to create an account with IEP Assure (an “Account”). By registering for an Account, Educator represents and warrants that (i) it is an individual, who is a licensed or certified educator or paraprofessional, above the age of eighteen (18); (ii) the information Educator provides to IEP Assure in connection with the Account will be truthful, accurate, complete, and current account information and that Educator will keep this information up to date; (iii) Educator will not use the Service or Platform for any prohibited activity, including but not limited to illegal activity that would violate, assist in violation of, or cause IEP Assure to violate any applicable laws; (iv) Educator will keep its Account credentials, including password, confidential, and will notify IEP Assure at contact@iepassure.com if it becomes aware of any unauthorized use, or if you know of or suspect a breach of security of its Account; and (v) Educator is and will be responsible for all activities that occur under its Account, whether or not it know about or consent to such activities.
   2. Account Suspension, Termination and Deletion. If Educator materially violates this Agreement, IEP Assure may suspend or terminate its Account without prior notice or any liability to Educator. In addition, Educator may terminate its Account by navigating to its User’s Profile and selecting the option to delete your account.

5. TERM; TERMINATION.

   1. Term. Unless earlier terminated as set forth in Section 5.2 herein, the term of this Agreement shall commence on the day Educator accepts these Terms and shall terminate until Educator’s account is terminated or the Service or Platform are no longer offered (the “Term”). IEP Assure reserves the right to suspend, cancel, or terminate your access to the Service or Platform, in its sole discretion, at any time, and without prior notice with or without cause. IEP Assure may suspend, cancel, or terminate Educator’s Account if IEP Assure believes it is being used for a purpose that is unauthorized, improper, illegal, or that could harm IEP Assure, its users, or third parties. In addition, if Educator fails to comply with any of these Terms, then Educator’s access to the IEP Assure Service or Platform may be terminated, without notice to or liability. IEP Assure will not be liable to Educator or any third party for any termination of Educator’s Account or access to the Service or Outputs.
   2. Effect of Termination. Upon any expiration or termination of this Agreement or Educator’s account, Educator shall immediately cease all access to and use of the Platform and the Service. IEP Assure may delete all Educator Data in identifiable form in its possession or control, except to the extent IEP Assure is required to retain such information under applicable law or for legitimate internal recordkeeping, compliance, or audit purposes. For clarity, IEP Assure may retain and continue to use (i) Outputs in accordance with Section 2.4; and (ii) any de-identified and/or aggregated data derived from Educator Data and Outputs as permitted under Section 2 subject in each case to IEP Assure’s confidentiality and data privacy obligations under this Agreement and applicable law.
   3. Survival. Sections 1.3 (Use Restrictions); 2 (Intellectual Property Rights), 5.2 (Effect of Termination), 5.3 (Survival), 6 (Confidentiality), 7 (Warranties; Disclaimer), 8 (Limitation of Liability), 9 (Indemnification), 10 (Alternative Dispute Resolution), and 11 (General Provisions) shall survive any termination or expiration of this Agreement.

6. CONFIDENTIALITY.

   1. Definition. As used herein, “Confidential Information” means all confidential information disclosed by or otherwise obtained from a Party (“Disclosing Party”) to or by the other Party (“Receiving Party”), whether orally, visually or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Educator’s Confidential Information includes Educator’s Data (subject to IEP Assure’s rights as set forth herein). IEP Assure’s Confidential Information includes the Service, Platform, any documentation provided, Usage Data, Aggregate Data, and IEP Assure’s product and marketing plans, financial, security, technical architectural or similar information. “Confidential Information” does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.
   2. Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, the Receiving Party shall: (i) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; (ii) limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed or are otherwise are bound by confidentiality obligations no less stringent than the protections herein; and (iii) implement commercially reasonable safeguards designed to protect against unauthorized access to and disclosure of the Disclosing Party’s Confidential Information. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

7. WARRANTY; DISCLAIMER

   1. IEP Assure Warranties. IEP Assure represents and warrants that it (i) is a properly organized business entity, in good standing in the locations where it operates or conducts business, and has the corporate power and authority to enter and perform its obligations under this Agreement, in accordance with applicable law and its articles of incorporation, bylaws, and/or other governance documents; and (ii) will comply with any applicable law, rule or regulation.
   2. Educator Warranties. As of the Effective Date and at all times during the Term, Educator represents and warrants that: (i) it has obtained and will maintain all rights, consents, and permissions necessary under applicable laws to provide Educator Data to the Service and Platform and to permit IEP Assure to access, use, process, and disclose Educator Data as contemplated by this Agreement; (ii) it has obtained any necessary approval, authorization or permission to enter into this Agreement and use the Service and Platform for its employer, district, boards of education, or school, and if Educator has not obtained such necessary approvals, authorizations or permissions, such approvals are not necessary; (iii) Educator Data, as provided to IEP Assure, does not and will not infringe, misappropriate, or otherwise violate the rights of any third party or violate any applicable law; (iv) Educator will use the Service, Platform and any Outputs solely for the Purpose; and (v) it is responsible for the accuracy and completeness of Educator Data provided to the Service and Platform and for reviewing and evaluating any Outputs before relying on them for decisions relating to students.
   3. DISCLAIMER. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE SERVICE, PLATFORM, OUTPUT AND ALL DATA, INFORMATION AND MATERIAL DERIVED FROM THE SERVICE AND PLATFORM IS PROVIDED “AS IS”, AND IEP ASSURE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. IEP ASSURE MAKES NO WARRANTY THAT THE SERVICE AND PLATFORM WILL PERFORM WITHOUT INTERRUPTION OR THAT THE SERVICE, PLATFORM, OUTPUT OR ANY DATA DERIVED FROM THE SERVICE OR PLATFORM BE FREE FROM ERRORS. IEP ASSURE SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM EDUCATOR’S USE OF, RELIANCE ON, OR INABILITY TO ACCESS AND USE THE SERVICE, PLATFORM, THE OUTPUTS OR ANY INFORMATION GENERATED FROM THE SERVICE OR PLATFORM. IEP ASSURE HEREBY DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN EDUCATOR DATA OR OUTPUT GENERATED BY THE SERVICE OR PLATFORM OR ANY INCOMPLETE, INACCURATE, INACCESSIBLE OR LOST DATA.
   4. NO EDUCATIONAL ADVICE. NEITHER THE SERVICE, THE PLATFORM NOR ANY CONTENT, OUTPUT OR RESULTS OBTAINED THEREFROM SHALL BE CONSIDERED EDUCATIONAL OR MEDICAL ADVICE. IEP ASSURE IS NOT AN EDUCATIONAL PROVIDER AND NOTHING IN THIS AGREEMENT WILL BE CONSTRUED TO INDICATE THAT IEP ASSURE WILL OR INTENDS TO CONTROL OR INFLUENCE THE DECISION-MAKING OF ANY EDUCATOR THAT UTILIZES THE SERVICE, PLATFORM OR OUTPUT. AS SUCH, IEP ASSURE WILL NOT BE HELD LIABLE FOR THE ACTS OR OMISSIONS OF EDUCATOR RELATED TO THE EDUCATION OR SUCCESS OF STUDENTS. EDUCATOR SHALL HAVE SOLE AND COMPLETE RESPONSIBILITY FOR STUDENT EDUCATION AND DECISIONS MADE RELATED TO STUDENT, INCLUDING THOSE MADE WHILE USING THE SERVICE, PLATFORM AND ANY CONTENT, OUTPUT OR RESULTS OBTAINED THEREFROM. FURTHER, EDUCATOR SHALL HAVE SOLE AND COMPLETE RESPONSIBILITY FOR COMPLIANCE WITH ALL FEDERAL AND STATE LAWS, RULES AND REGULATION. EDUCATOR IS SOLELY RESPONSIBLE FOR (I) THE ACCURACY AND COMPLETENESS OF ALL INFORMATION MADE AVAILABLE TO THE SERVICE OR PLATFORM FOR PROCESSING AND (II) REVIEWING ALL DATA AND OUTPUT (INCLUDING, WITHOUT LIMITATION, ANY GENERATED IEP) PROVIDED BY THE SERVICE OR PLATFORM AND MAKING THE FINAL DETERMINATION AS TO WHETHER AN IEP IS APPROPRIATE FOR A SPECIFIC STUDENT.

8. LIMITATION OF LIABILITY. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL IEP ASSURE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF IEP ASSURE HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, IEP ASSURE’S LIABILITY TO EDUCATOR ARISING OUT OF OR RELATING TO THIS AGREEMENT OR EDUCATOR’S USE OF THE PLATFORM OR SERVICES SHALL BE LIMITED TO DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED, IN THE AGGREGATE, THE TOTAL FEES PAID BY EDUCATOR TO IEP ASSURE UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. INDEMNIFICATION. Educator shall indemnify, defend and hold IEP Assure, its affiliates, licensors, and service providers, and their respective officers, directors, employees, contractors, and agents harmless from and against any claims, losses, liabilities, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising from a third-party claim, suit or proceeding brought against IEP Assure arising out of or relating to: (i) Educator’s use or misuse of the Service or Platform; (ii) IEP Assure’s use of any Educator Data or Output, including but not limited to a claim that Educator Data or Output infringes, misappropriates or violates a third party’s intellectual property rights, privacy rights or publicity rights; (iii) Educator’s reliance on or use of any Outputs; or (iv) Educator’s breach of violation of this Agreement, including any representations or warranties herein, or applicable law.

10. ALTERNATIVE DISPUTE RESOLUTION.

    1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas including any conflicts of law provisions of the laws of the State of Texas.
    2. Class Waiver. THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. If the Parties’ Dispute is resolved through arbitration, the arbitrator shall not consolidate another person’s claims or otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this “Alternative Dispute Resolution” section shall be null and void.
    3. Mandatory Arbitration. The Parties hereto agree that any claim, controversy, or dispute arising out of or relating to this Agreement, or the breach, enforcement, interpretation, termination, or validity of this Agreement, or use of the Service or Platform (collectively “Disputes”) will be resolved solely by binding, individual arbitration, except that the Parties retain the right to: (i) bring an individual action in small claims court if it qualifies; and (ii) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent (or enjoin) the infringement or misappropriation of a Party’s patent, copyright, trademark, trade secret, or other intellectual property rights. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplemental Procedures for Consumer Related Disputes (the "AAA Rules") then in effect. A Party who desires to initiate arbitration must provide the other Party with a written demand for arbitration as specified in the AAA Rules. The Parties agree that the arbitrator will have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability, and scope of this Section 10, and will be selected by the Parties from the AAA’s roster of arbitrators. If the Parties are unable to agree upon an arbitrator within ten (10) days of delivery of the demand for arbitration, then either Party may request that the AAA appoint the arbitrator in accordance with AAA Rules. The arbitration shall be held in the State of Texas and the arbitration proceedings shall be conducted in English. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. The prevailing Party in any Dispute arising out of this Agreement shall be entitled to recover their reasonable attorneys' fees, costs, and expenses from the non-prevailing Party.
    4. Injunctive and Declaratory Relief. The court of competent jurisdiction hearing any dispute shall determine all issues of liability on the merits of any claim asserted by either Party and may award declaratory or injunctive relief only in favor of the individual Party seeking relief and only to the extent necessary to provide relief warranted by that Party’s individual claim.
    5. Severability. Except as provided in Section 10.2 of this Agreement (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of this Agreement is invalid or unenforceable, the other parts of this Agreement will still apply.

11. GENERAL PROVISIONS.

    1. Export Control. The Service and Platform, including any software, documentation, and any related technical data included with, or contained in, the Service and Platform (collectively, “Regulated Product”) may be subject to U.S. or foreign export control laws and regulations, including the Export Administration Regulations. Educator shall not directly or indirectly, export, re-export, or release any Regulated Product to any jurisdiction or country to which, or any party to whom, the export, re-export, or release of any Regulated Product is prohibited by applicable U.S. or foreign law, regulation, or rule.
    2. Force Majeure. Neither Party will be considered in breach of, or liable for any delay or failure of performance under this Agreement to the extent such breach, delay, or failure is caused by or results directly from any unforeseen cause(s) beyond a Party’s reasonable control, including, but not limited to, fire, flood, inclement weather, accidents, earthquakes, telecommunication line failures, electrical outages, network failures, acts of God, terrorism, civil commotion, or labor disputes.
    3. Governing Law. This Agreement and any claim (whether in contract, tort or otherwise) or other matter arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice or conflict of law principle or rule (whether of the State of Texas or any other jurisdiction). Subject to Section 10 herein, any dispute arising in connection with this Agreement will be resolved exclusively in the state or federal courts in Dallas County, Texas.
    4. Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable in any jurisdiction, then such term or provision will be interpreted in such jurisdiction so as to accomplish its objectives to the greatest extent possible under applicable law; provided, that such invalid, illegal or unenforceable term or provision will not affect any other term or provision of this Agreement or cause the term or provision to be invalid, illegal or unenforceable in any other jurisdiction.
    5. Notices. To the fullest extent of the law, any notices or other communications provided by IEP Assure under this Agreement, including those regarding modifications, will be given to Educator by via email to the email address associated with Educator’s Account or by posting to the Service. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
    6. Waiver. No waiver of any provision of this Agreement by IEP Assure is effective unless it is in writing, identified as a waiver to this Agreement, and signed by IEP Assure. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement by IEP Assure shall operate or be construed as a waiver thereof; nor shall any single or partial waiver or exercise of any right, remedy, power, or privilege by IEP Assure hereunder preclude or limit any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
    7. Assignment; Successors and Assigns. IEP Assure may assign or transfer this Agreement to an affiliate or to a successor to all of its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization, or otherwise unless it is to a direct competitor of the other Party. Educator shall not assign or transfer this Agreement, or any of the rights or obligations hereunder without the prior written consent of IEP Assure. This Agreement shall inure to the benefit of and be binding upon each Party’s respective permitted successors and permitted assigns. Any attempted assignment or delegation in violation of this provision shall be void and without effect.
    8. Entire Agreement. This Agreement and any additional terms referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes and merges all prior and contemporaneous agreements, understandings, or representations, whether written or oral. This Agreement sets forth the general terms and conditions applicable to the Platform, the Service and any related services provided by IEP Assure.
    9. Questions or Feedback. IEP Assure welcomes questions and feedback via email at contact@iepassure.com.