Timely Master Service Agreement

                                    Timely Master Service Agreement

This agreement (the "Agreement") is entered into between Timely Schools, Inc. (“Timely"), an education
technology company that provides software and services, and DeKalb County School District (the
"Client") (each a "Party" and collectively the "Parties") on the following terms and conditions:

The Effective Date of this Agreement shall be: January 14, 2025

TIMELY SCHOOLS SOFTWARE

1.    Right to use Software

1.1. Software. Subject to the terms and conditions of this Agreement, Timely hereby grants Client the
     limited, nonexclusive, non-transferable, non-sublicensable right to access and use the Program via
     the Internet during the Term solely for Client’s use, including use by Client’s staff, students, or other
     stakeholders (Authorized Users) where applicable.
1.2. Limitations. The following limitations and restrictions will apply to the Software.
        (a) Client will not provide access to the Software to any person who is not an employee or
             contractor of Client or an Authorized User; and,
        (b) Except as expressly permitted hereunder, Client will not and will not permit or authorize any
             third party to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover
             the source code, object code or underlying structure, ideas or algorithms of the Software; (ii)
             modify, translate or create derivative works based on the Software; (iii) copy, rent, lease,
             distribute, pledge, assign or otherwise transfer or allow any lien, security interest or other
             encumbrance on the Software; (iv) interfere with or disrupt the integrity or performance of or
             otherwise attempt to gain unauthorized access to the Software or its related systems,
             hardware or networks or any content or technology incorporated in any of the foregoing; (vi)
             disclose or publish, without Timely’s express prior written consent, performance or capacity
             statistics or the results of any benchmark test performed on the Software; (vii) remove or
             obscure any proprietary notices or labels of Timely or its suppliers on the Software or (viii)
             use the Software, including the transmission of Client Data, in any manner that violates any
             law, rule, regulation or any other legal or regulatory requirement imposed by any regulatory or
             government agency or political subdivision, whether federal, state, local, or foreign. Timely
             may filter or inspect data if Timely reasonably suspects or becomes aware of use of the
             Software in contravention of the documentation. Timely reserves the right to block, without
             liability, any Client Data and Client account that violates the terms of this Section 1.
        (c) Client is responsible at Client’s own expense to obtain, install, configure and maintain
             equipment to access and use the Software.
        (d) Client will access the Software through the Internet. Timely is not responsible for the cost,
             installation, performance, integrity, maintenance and integration of Client’s Internet
             connection.
        (e) By entering this agreement, Client is representing it has the equipment and Internet access to
             use Software.

2.      Ownership; Reservation of Rights

2.1     Client Ownership. Client owns:
        (a) Any data Client inputs or transmits into the Software that identifies Clients or its students,
            staff, or other stakeholders into the Software (including Authorized Users) (“Data”); and,


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       (b) Any other data and content provided by Client or Authorized Users to Timely or input into the
           Software ("Other Data", and, together with the Data, "Client Data"). Client hereby grants to
           Timely a non-exclusive, worldwide, royalty- free, fully paid up, sublicensable (through multiple
           tiers), transferable (i) right and license during the Term to copy, distribute, display and create
           derivative works of and use the Client Data to perform Timely’s obligations under this
           Agreement; (ii) perpetual, irrevocable right and license to copy, modify and use Client Data to
           create aggregated, non-personally identifiable data or information ("Aggregated Data") and
           copy, distribute, display, create derivative works of and use the Aggregated Data for
           benchmarking, product development, research or development purposes, including published
           research, and (iii) perpetual, irrevocable right and license to copy, distribute, display and
           create derivative works of and use Other Data for any and all purposes, in any form, media or
           manner. Client reserves any and all right, title and interest in and to the Client Data other than
           the licenses therein expressly granted to Timely under this Agreement.

2.2    Timely Ownership. Timely retains all right, title and interest in and to the Software, all copies or
       parts thereof (by whomever produced) and all intellectual property rights therein. Timely reserves
       any and all rights other than the rights expressly granted to Client under this Agreement with
       respect to the Software.

2.3    Feedback. Client may from time to time provide suggestions, comments for enhancements or
       functionality or other feedback ("Feedback") to Timely with respect to the Software. Timely has
       full discretion to determine whether to proceed with development of the requested enhancements,
       features or functionality. Client hereby grants Timely a royalty-free, fully paid-up, worldwide,
       transferable, sublicensable, irrevocable, perpetual license to:
       (a) copy, distribute, transmit, display, perform, and create derivative works of the Feedback in
            whole or in part; and
       (b) use the Feedback in whole or in part, including without limitation, the right to develop,
            manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have
            offered for sale, import, have imported, rent, provide and lease products or services that
            practice or embody, or are configured for use in practicing, the Feedback in whole or in part.

2.4    Client Responsibilities. Client will:
       (a) use commercially reasonable efforts to prevent unauthorized access to, or use of, the
           Software and notify Timely promptly of any such unauthorized access or use, and
       (b) use the Software only in accordance with the documentation and applicable laws and
           regulations.

2.5    Data Security. Timely will implement and maintain commercially reasonable administrative,
       physical and technical safeguards ("Safeguards") designed to prevent any collection, use or
       disclosure of, or access to Client Data that are no less rigorous than the standards by which
       Timely protects its own confidential information and continually monitor its operations and take
       any action necessary to ensure that the Client Data is safeguarded in accordance with the terms
       of this Agreement.

2.6.   Privacy Policy. Timely will comply with the Privacy Policy at
       https://www.timelyschools.com/privacy and terms.




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2.7.   Right to Data Destruction. If requested by the Client in writing, during or after the term of this
       agreement, Timely will make reasonable efforts to destroy or otherwise render Client Data (but
       not Aggregated Data) inaccessible within sixty (60) days of receiving written request. Nothing in
       this MSA prevents Timely from creating and retaining de-identified data to use for lawfully
       permissible purposes.

2.8    Updates to Software. Timely may, in its sole discretion, bugfix, upgrade, or add any services to
       the software at any time. Timely may share data with 3 rd parties, in accordance with the Privacy
       Policy at https://www.timelyschools.com/privacy-policy, for the purposes of enhancing its
       software, provided, however, that such sharing shall only occur if the third party agrees in writing
       to protect such data in a manner that is at least as secure as Timely’s or indemnify Timely and
       Client in the case of any data breach. Any additional fees attributable to any upgrade, change, or
       addition to software shall not be billable to Client unless Timely has obtained Client’s prior written
       approval of any such fees.

2.9    Changes to Software. Timely may make new applications, features or functionality for the
       Services available from time to time, the use of which may be contingent upon Client’s agreement
       to additional terms. Additionally, there may be times when Timely needs to remove or change
       features or functionality of the Software or stop providing the Software altogether. Timely may
       release versions of the software or their features in a preview or beta version, which may not
       work correctly or in the same way the final version may work.

2.10   Authorized Users. Client shall notify each Authorized User of any and all obligations in this
       Agreement that relate to permitted and prohibited uses, user conduct, the security and
       confidentiality of data, passwords, and Timely’s Confidential Information. It is the Authorized
       User’s responsibility to safeguard and protect his or her password from disclosure or use by
       others and to protect Timely’s Confidential Information as set forth in this Agreement. Client will
       use reasonable efforts, including enforcement of Client’s policies and any and all applicable local,
       state, and federal policies, acceptable use policies, and the like.

3.     TIMELY SCHOOLS SERVICES

3.1    Description of Services; Timely will provide product support, professional development, and/or
       strategic advising (“Services”) to Client as set forth in Addendum A. Except as otherwise specified
       herein, payment obligations are non-cancelable and non-refundable. Timely shall retain all title,
       copyrights, patents, patent rights, trade secrets, trademarks and other proprietary or intellectual
       property rights in any work product developed or delivered as part of the Services (the “Work
       Product”), including without limitation in the Timely services and Timely materials.

3.2    Client Obligations. Client agrees to provide assistance, cooperation, information, equipment,
       data, a suitable work environment and resources reasonably necessary to enable Timely to
       perform the Services. Timely’s ability to successfully deliver Services is dependent upon Client
       provision of such information, access to resources, and participation in a timely manner.

3.3.   Changes. In order to change the scope of Services set forth above, Client will submit a written
       request to Timely specifying the proposed changes in detail and Timely will provide an estimate
       of the charges, if any, and anticipated changes in the performance schedule that will result from
       the proposed changes. Timely will continue delivery of Services in accordance with this




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      Addendum A until the parties agree in writing on the change in scope of work, scheduling, and
      fees.

3.4   Services Warranty. Timely warrants that: (a) it and each of its employees, consultants and
      subcontractors, if any, that it uses to provide and deliver Services has the necessary knowledge,
      skills, experience, qualifications, and resources to provide and perform the services in
      accordance with Addendum A; and (b) the Services will be performed for and delivered to Client
      in a good, diligent, professional manner. THE WARRANTIES STATED IN THIS SECTION 4 ARE
      THE SOLE REMEDIES FOR CLIENT AND EXCLUSIVE OBLIGATIONS OF TIMELY RELATED
      TO THE SERVICES TO BE PERFORMED FOR AND DELIVERED PURSUANT TO THIS
      AGREEMENT AND ANY STATEMENT OF WORK. THERE ARE NO OTHER WARRANTIES OR
      CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF
      MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY,
      TITLE AND NON-INFRINGEMENT. EXCEPT AS PROVIDED HEREIN, THE SERVICES AND
      DELIVERABLES PROVIDED TO CLIENT ARE ON AN “AS IS” AND “AS AVAILABLE” BASIS.

4.    Fees & Payment Terms

4.1   Fees & Payment Terms. Late payment charges are in the nature of penalty/gratuities which
      political subdivisions of the State of Georgia are constitutionally prohibited from paying. Thus,
      using DCSD funds for the 1.5% interest rate would violate the Georgia constitution’s gratuities
      clause. No interest rate will be added to outstanding debts.

4.2   Net of Taxes. All amounts payable by Client to Timely hereunder are exclusive of any sales, use
      and other taxes or duties, however designated, including without limitation, withholding taxes,
      royalties, know-how payments, customs, privilege, excise, sales, use, value added and property
      taxes (collectively “Taxes”). Client will be solely responsible for payment of any Taxes, except for
      those taxes based on the income of Timely. Client will not withhold any Taxes from any amounts
      due Timely.

5.    Term & Termination

5.1   Term. The term of this Agreement will commence on the Effective Date and will continue in effect
      for a period of one year (unless earlier terminated by either Party in accordance with this Section
      5). Both Parties agree that this Agreement may be renewed or extended upon the Client receiving
      approval from the board of education.

5.2   Termination; Effect of Termination. Either Party may terminate this Agreement for any or no
      reason by providing the other Party with ninety (90) days’ written notice.

      In addition to any other remedies it may have, either Party may terminate this Agreement if the
      other party breaches any of the terms or conditions of this Agreement and fails to cure such
      breach within thirty (30) days’ notice (or ten (10) days in the case of nonpayment) after receiving
      notice thereof. Upon any termination of this Agreement for any reason, Timely may, but is not
      obligated to, in its sole discretion and without delivery of any notice to Client, delete any Client
      Data stored or otherwise archived on the Software or on Timely’s network. Upon termination of
      this Agreement, all rights granted hereunder and all obligations of Timely to provide the Software
      will immediately terminate and Client will:
      (a) cease use of the Software; and


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      (b) return or destroy all other copies or other embodiments of Timely’s Confidential Information

5.3   Survival. Upon expiration or termination of this Agreement, all obligations in this Agreement will
      terminate, provided that Sections 2 (Ownership; Reservation of Rights), 4 (Fees; Payment
      Terms), 5.2 (Termination; Effect of Termination), 5.3 (Survival), 6 (Confidentiality), 7.3
      (Disclaimer), 8 (Limitations of Liability), 9 (Indemnification) and 10 (General) will survive.

6.    Confidentiality

6.1   Confidential Information. As used herein, “Confidential Information” means, subject to the
      exceptions set forth in the following sentence, any information or data, regardless of whether it is
      in tangible form, disclosed by either party (including personally identifiable information) (the
      “Disclosing Party”) that the Disclosing Party has either marked as confidential or proprietary, or
      has identified in writing as confidential or proprietary within thirty (30) days of disclosure to the
      other party (the “Receiving Party”); provided, however, that a Disclosing Party’s business plans,
      strategies, technology, research and development, current and prospective Clients, billing
      records, and products or services will be deemed Confidential Information of the Disclosing Party
      even if not so marked or identified. Timely’s Confidential Information includes, without limitation,
      the Software and the terms of this Agreement. Information will not be deemed “Confidential
      Information” if such information:
      (a) is known to the Receiving Party prior to receipt from the Disclosing Party directly or indirectly
           from a source other than one having an obligation of confidentiality to the Disclosing Party;
      (b) becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party
           directly or indirectly from a source other than one having an obligation of confidentiality to the
           Disclosing Party; or
      (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a
           breach of this Agreement by the Receiving Party. Each party acknowledges that the
           Confidential Information constitutes valuable trade secrets and proprietary information of a
           party, and each party agrees that it will use the Confidential Information of the other party
           solely in accordance with the provisions of this Agreement and it will not disclose the same
           directly or indirectly, to any third party without the other party’s prior written consent, except
           as otherwise permitted hereunder, in the Timely Privacy Policy or in a separate writing.
           Notwithstanding any provision of this Agreement, either party may disclose the terms of this
           Agreement, in whole or in part (i) to its employees, officers, directors, professional advisers
           (e.g., attorneys, auditors, financial advisors, accountants and other professional
           representatives), existing and prospective investors or acquirers contemplating a potential
           investment in or acquisition of a party, sources of debt financing, acquirers and/or
           subcontractors who have a need to know and are legally bound to keep such Confidential
           Information confidential by confidentiality obligations or, in the case of professional advisors,
           are bound by ethical duties to keep such Confidential Information confidential consistent with
           the terms of this Agreement; and (ii) as reasonably deemed by a party to be required by law
           (in which case each party will provide the other with prior written notification thereof, will
           provide such party with the opportunity to contest such disclosure, and will use its reasonable
           efforts to minimize such disclosure, to the extent permitted by applicable law). Each party
           agrees to exercise due care in protecting the Confidential Information from unauthorized use
           and disclosure. In the event of actual or threatened breach of the provisions of this Section,
           the non-breaching party will be entitled to seek immediate injunctive and other equitable
           relief, without waiving any other rights or remedies available to it. Each party will promptly
           notify the other in writing if it becomes aware of any violations of the confidentiality obligations


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           set forth in this Agreement. Upon the termination of this Agreement, each Receiving Party
           agrees to promptly return to the Disclosing Party or destroy all Confidential Information of the
           Disclosing Party that is in the possession of the Receiving Party and to certify the return or
           destruction of all such Confidential Information and embodiments thereof.

7.     Representations Warranties and Disclaimer

7.1    Representations and Warranties. Each party represents and warrants to the other party that
       (a) such party has the required power and authority to enter into this Agreement and to perform
           its obligations hereunder,
       (b) the execution of this Agreement and performance of its obligations thereunder do not and will
           not violate any other agreement to which it is a party, and
       (c) this Agreement constitutes a legal, valid and binding obligation when signed by both parties.
           Client represents and warrants that it has the right to provide the Client Data and for the
           purposes contemplated by this Agreement.

7.2.   Representation & Warranty on Data Provision. The Parties agree that Timely is a “school official”
       under FERPA and has a legitimate educational interest in personally identifiable information from
       education records, and that, for purposes of this Agreement, Timely: (1) provides a service or
       function for which the Client would otherwise use employees; (2) is under the direct control of the
       Client with respect to the use and maintenance of education records; and (3) is subject to the
       requirements of FERPA governing the use and redisclosure of personally identifiable information
       from education records. Client represents and warrants to Timely that any and all data it provides
       Timely shall be in compliance with:
       (a) Federal Educational Rights and Privacy Act (“FERPA”) at 20 U.S.C. 1232g (34 CFR Part 99),
           Children’s Online Privacy Protection Act (“COPPA”), 15 U.S.C. 6501-6506, and Protection of
           Pupil Rights Amendment (“PPRA”) 20 U.S.C. 1232h.
       (b) Any and all federal, state, and local applicable laws.

7.3    Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PROGRAM IS PROVIDED
       ON AN “AS-IS” BASIS AND TIMELY DISCLAIMS ANY AND ALL WARRANTIES. EXCEPT AS
       OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY
       ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS,
       IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY
       MATTER WHATSOEVER. ALL OTHER EXPRESS OR IMPLIED CONDITIONS,
       REPRESENTATIONS AND WARRANTIES ARE HEREBY EXCLUDED TO THE EXTENT
       ALLOWED BY APPLICABLE LAW. EACH PARTY EXPRESSLY DISCLAIMS ALL IMPLIED
       WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY,
       ACCURACY, TITLE, AND NON INFRINGEMENT. NEITHER PARTY WARRANTS AGAINST
       INTERFERENCE WITH THE ENJOYMENT OF THE PRODUCTS OR SERVICES PROVIDED
       BY SUCH PARTY OR AGAINST INFRINGEMENT. NEITHER PARTY WARRANTS THAT THE
       PRODUCTS OR SERVICES PROVIDED BY SUCH PARTY ARE ERROR-FREE OR THAT
       OPERATION OF SUCH PARTY’S PRODUCTS OR SERVICES WILL BE SECURE OR
       UNINTERRUPTED. NEITHER PARTY WILL HAVE THE RIGHT TO MAKE OR PASS ON ANY
       REPRESENTATION OR WARRANTY ON BEHALF OF THE OTHER PARTY TO ANY THIRD
       PARTY.

8.     Limitations of Liability




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8.1.   Disclaimer of Consequential Damages. THE PARTIES HERETO AGREE THAT,
       NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, EXCEPT FOR
       (a) CLIENT’S USE OF THE PROGRAM OTHER THAN EXPRESSLY PERMITTED BY
           SECTION 1 (RIGHT TO USE PROGRAM) ABOVE,
       (b) EITHER PARTY’S BREACH OF SECTION 5 (CONFIDENTIALITY) ABOVE, AND
       (c) LIABILITY ARISING FROM A PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN
           SECTION 8.1 AND 8.2 BELOW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE
           OTHER FOR ANY SPECIAL, INDIRECT, RELIANCE, INCIDENTAL OR CONSEQUENTIAL
           DAMAGES OF ANY KIND, LOST OR DAMAGED DATA, LOST PROFITS OR LOST
           REVENUE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR
           OTHERWISE, EVEN IF A PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF.

8.2.   General Cap on Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS
       AGREEMENT, EXCEPT FOR
       (a) CLIENT’S USE OF THE PROGRAM ÖTHER THAN EXPRESSLY PERMITTED BY
           SECTION 1 (RIGHT TO USE PROGRAM) ABOVE,
       (b) EITHER PARTY’S BREACH OF SECTION 5 (CONFIDENTIALITY) ABOVE, AND
       (c) LIABILITY ARISING FROM A PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN
           SECTION 8.1 AND 8.2 BELOW, AS APPLICABLE, UNDER NO CIRCUMSTANCES WILL
           EITHER PARTY’S LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS
           AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS
           OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED
           ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AGGREGATE FEES PAID OR
           PAYABLE BY CLIENT TO TIMELY UNDER THIS AGREEMENT DURING THE TWELVE
           (12) MONTH PERIOD PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO
           SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER
           INCIDENT.

8.3.   Independent Allocations of Risk. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES
       FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF
       DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES.
       EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER
       PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY
       EVEN IF THEY HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

9.     Indemnification

9.1    Indemnification by Timely. Except for liability for which Client is responsible under Section 8.2,
       Timely will indemnify, defend and hold Client and the officers, directors, agents, and employees
       of Client (“Client Indemnified Parties”) harmless from settlement amounts and third party
       damages, liabilities, penalties, costs and expenses (“Liabilities”) that are payable to any third
       party or incurred by the Client Indemnified Parties (including reasonable attorneys’ fees) arising
       from any third party claim, demand or allegation that the use of the Software in accordance with
       the terms and conditions of this agreement infringes such third party's copyright o’ results in a
       misappropriation of such third party’s trade secrets. Timely will have no liability or obligation
       under this Section 8.1 if such Liability is caused in whole or in part by
       (a) modification of the Software by any party other than Timely without Timely’s express consent;
       (b) the combination, operation, or use of the Software with other product(s), data or services not
            provided by Timely where the Software would not by itself be infringing; or


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       (c) unauthorized or improper use of the Software. If the use of the Software by Client has
           become, or in Timely’s opinion is likely to become, the subject of any claim of infringement,
           Timely may at its option and expense (i) procure for Client the right to continue using the
           Software as set forth hereunder; (ii) replace or modify the Software to make it non-infringing
           so long as the Software has at least equivalent functionality; (iii) substitute an equivalent for
           the Software or (iv) if options (i)-(iii) are not available on commercially reasonable terms,
           terminate this Agreement. This Section 8.1 states Timely’s entire obligation and Client’s sole
           remedies in connection with any claim regarding the intellectual property rights of any third
           party.

9.2    Indemnification by Client. To the extent permitted by law, Client will indemnify, defend and hold
       Timely and the officers, directors, agents, and employees of Timely (“Timely Indemnified Parties”)
       harmless from Liabilities that are payable to any third party or incurred by the Timely Indemnified
       Parties (including reasonable attorneys’ fees) arising from any third party claim, demand or
       allegation arising from or related to
       (a) any use by Client or Authorized Users of the Software in violation of this Agreement or
       (b) the Client Data.

9.3.   Indemnification Procedure. If a Client Indemnified Party or a Timely Indemnified Party (each, an
       “Indemnified Party.”) becomes aware of any matter it believes it should be indemnified under
       Section 8.1 or Section 8.2, as applicable, involving any claim, action, suit, investigation,
       arbitration or other proceeding against the Indemnified Party by any third party (each an “Action”),
       the Indemnified Party will give the other party (the “Indemnifying Party”) prompt written notice of
       such Action. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with
       the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right
       to participate fully, at its own expense, in the defense of such Action. Any compromise or
       settlement of an Action will require the prior written consent of both parties hereunder, such
       consent not to be unreasonably withheld or delayed.

10.    GENERAL

10.1   If any provision of this Agreement is found to be unenforceable or invalid, that provision will be
       limited or eliminated to the minimum extent necessary so that this Agreement will otherwise
       remain in full force and effect and enforceable.

10.2   Neither party may assign this Agreement by operation of law or otherwise or assign or delegate
       its rights or obligations under the Agreement without the other party’s prior written consent;
       provided however, that either party may assign this Agreement to an acquirer of or successor to
       all or substantially all of its business or assets to which this Agreement relates, whether by
       merger, sale of assets, sale of stock, reorganization or otherwise. Any assignment or attempted
       assignment by either party otherwise than in accordance with this Section 9 will be null and void.

10.3   No agency, partnership, joint venture, or employment is created as a result of this Agreement and
       a party does not have any authority of any kind to bind the other party in any respect whatsoever.

10.4   Client may not remove or export from, or use from outside, the United States or allow the export
       or re-export of the Software or anything related thereto, or any direct product thereof in violation
       of any restrictions, laws or regulations of the United States Department of Commerce, the United




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        States Department of Treasury Office of Foreign Assets Control, or any other United States or
        foreign agency or authority.

10.5    In any action or proceeding to enforce rights under this Agreement, the prevailing party will be
        entitled to recover costs and attorneys’ fees. Client acknowledges that any unauthorized use of
        the Software will cause irreparable harm and injury to Timely for which there is no adequate
        remedy at law. In addition to all other remedies available under this Agreement, at law or in
        equity, Client further agrees that Timely will be entitled to injunctive relief in the event Client uses
        the Software in violation of the limited license granted herein or uses the Software in any way not
        expressly permitted by this Agreement.

10.6    All notices under this Agreement will be in writing and sent to the recipient’s address set forth in
        the Scope of Work and will be deemed to have been duly given when received, if personally
        delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day
        after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon
        receipt, if sent by certified or registered mail, return receipt requested.

10.7    Each party agrees that it will not, without prior written consent of the other, issue a press release
        regarding their business relationship. Notwithstanding anything herein to the contrary, Timely may
        identify Client and the relationship between Timely and Client in Timely’s marketing collateral,
        website, and other promotional and marketing materials.

10.8    Each party will be excused from performance for any period during which, and to the extent that,
        it is prevented from performing any obligation or service, in whole or in part, as a result of a cause
        beyond its reasonable control including, but not limited to, acts of war, fire, communication line
        failures, power failures, earthquakes, floods, blizzard, or other natural disasters (but excluding
        failure caused by a party’s financial condition or any internal labor problems (including strikes,
        lockouts, work stoppages or slowdowns, or the threat thereof)) (a “Force Majeure Event”). Delays
        in performing obligations due to a Force Majeure Event will automatically extend the deadline for
        performing such obligations for a period equal to the duration of such Force Majeure Event.
        Except as otherwise agreed upon by the parties in writing, in the event such non-performance
        continues for a period of thirty (30) days or more, either party may terminate this Agreement by
        giving written notice thereof to the other party. Upon the occurrence of any Force Majeure Event,
        the affected party will give the other party written notice thereof as soon as reasonably practicable
        of its failure of performance, describing the cause and effect of such failure, and the anticipated
        duration of its inability to perform.

10.9    Section 10.9: Georgia state law (O.C.G.A. § 50-21-1) provides that Georgia Courts have
        exclusive authority and control over all matters of litigation or potential litigation involving political
        subdivisions (O.C.G.A. § 50-15-1). Appropriate venue is DeKalb County, GA and the applicable
        law is Georgia law.


10.10   This Agreement is the complete and exclusive statement of the mutual understanding of the
        parties and supersedes and cancels all previous and contemporaneous written and oral
        agreements, communications and other understandings relating to the subject matter of this
        Agreement; all waivers and modifications must be in a writing signed by both parties, except as
        otherwise provided herein.




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IN WITNESS WHEREOF, for adequate consideration and intending to be legally bound, the Parties hereto
have caused this Agreement to be executed by their duly authorized representatives.



 DeKalb County School District                         Timely Schools, LLC


 Signature                                             Signature


 Print Name                                            Print Name


 Title                                                 Title


 Date                                                  Date




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Addendum A: Scope & Pricing

Below scope & pricing is valid through August 31, 2025. Parties will mutually agree to revised scope and
pricing for work extending beyond August 31, 2025 and will specify in a written addendum to this contract.

Scope:
Timely will provide Client access to Software and deliver Services for the Client across 22 middle schools
and 24 high schools.

Pricing:
Timely’s annual pricing:
    ● $10,000 per middle school
    ● $15,000 per high school
    ● There are no setup or installation fees

Timely will provide DeKalb a 10% discount which would bring the total price $520,000 (rounded down).

Invoicing:
Timely will invoice Client for all software and services provided through August 31, 2025 upon execution
of this agreement by both parties.

Timely will invoice Client on September 1 of each calendar year for software and services provided after
August 31, 2025.




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Addendum B: Invoicing details & tax information

To ensure a smooth billing process, please provide the following billing information.

Invoices shall be sent from Timely to Client’s contact:



       Name                                                       Title


       Address line 1                                             Address line 2


       City, State, Zip                                           Email address



Please select your tax status. If tax-exempt, please send the appropriate proof of verification to
laura@timelyschools.com

        ☐ Client is exempt from sales/use taxes.

        ☐ Client is not exempt from sales/use taxes.




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