RETHINK ED
MASTER SERVICES AGREEMENT
This Master Services Agreement (“Agreement”) is entered into this 17th day of December 2024, by and between Rethink Autism, Inc., a Delaware
corporation having a place of business at 49 W. 27th St., 8th Fl. New York, NY 10001 (“Rethink”) and [Dekalb County Schools], [School District]
[1701 Mountain Industrial Boulevard · Stone Mountain, GA 30083], (“Client”) (each a “Party” and collectively “Parties”).
“Online Platform Services” means the RethinkEd Online Platform
1. DEFINITIONS. Capitalized terms shall have the meanings residing on https://www.rethinked.com/ or on any successor Web page,
ascribed to them below, in the body of the Agreement or in the Exhibits. the RethinkEd mobile App, and any functionality and Rethink Content
“Applicable Law” means federal, national, state, local and international provided on or through the platform or App.
laws, rules, regulations, orders, directives, and other similar instruments “Professional Development Services” means Rethink’s professional
including interpretations with the force of law. development suite comprised of training modules, including Rethink
“Authorized User(s)” means (i) employees, staff, representatives or Content and delivered to designated Authorized Users via on-demand,
agents of Client including educators and practitioners, (ii) Client’s on-site and virtual models, as set out in Exhibit A.
contractors who are not competitors of Rethink, (iii) Client’s students for “Rethink Content” means any content, including editorial, news,
whom Client secures consent as set forth in Section 3.3, or (iv) parents, research, business and other data and information, in any format or
guardians or caregivers of students, in each case as permissioned by medium (e.g. text, image, video), that originates in Rethink or that is
Client to use the Services and solely to effectuate the rights granted to sourced by Rethink and is made available as part of the Services.
Client hereunder in accordance with the terms of this Agreement.
“Services” means the Online Platform Services, Professional Services
“Charge Matrix” means the applicable standard of measurement for and Implementation Services as set out in Exhibit A.
determining the permitted Use and calculating the Fees due for the
Services as set out in Exhibit A. “Third Party Services” has the meaning set forth in Section 10.
“Client Content” means any content, including information, reports,
charts, notes and communications, in any format or medium, that are “TOU” means the terms of use posted on the URL
either generated by Client via the Services or that are shared over or as https://www.rethinked.com/pages/TermsOfUse#p1 as amended from
part of the Services by Client. time to time, that are incorporated by reference to this Agreement. All
references in the TOU to “you” shall apply to Client and Authorized
“Client Data” means any and all data and information, including Users accessing the Services.
Personal Data and Client Content: (i) entered, uploaded, submitted,
shared, posted, displayed, collected, derived on or via the Services by 2. RIGHT OF USE
Client or on its behalf, (ii) generated by the Services or Rethink in 2.1. Right of Use. Conditioned upon Client’s compliance with the
connection with this Agreement, or (iii) described in Exhibit A. terms and conditions of this Agreement, including the payment of Fees,
“Confidential Information” means any non-public, proprietary Rethink grants to Client and its Authorized Users a subscription-based,
information obtained by a party (“Receiving Party”) whether in oral, limited, non-exclusive, non-transferable, non-sublicensable right, during
written, demonstrative, graphic, electronic, machine readable, or in other the Term, to access and use the Services (collectively “Use”) solely: (i)
tangible or intangible form, that relates to past, present or future products, to perform the functions set out in Exhibit A, (ii) to review the Rethink
services, marketing, research, development or business activities of the Content set out in Exhibit A, (iii) for its internal business purposes, and
disclosing party (“Disclosing Party”) or its Affiliates or their respective (iv) within the applicable Charge Matrix. Client may use the
employees, customers or suppliers, including, without limitation, functionality of Services to download and print a reasonable number of
Personal Data, software, APIs, databases, data models, processes, copies of reports and Rethink Content to which Client properly gained
techniques, methods, methodologies, present and future inventions, access, for its internal business purposes, provided that Client maintains
discoveries, developments, trade secrets, formulas, ideas, concepts, all proprietary notices on all such copies.
know-how, designs, and information technology, and any analyses, 2.2. Additional Use Restrictions. Client will not Use the Services or
compilations, studies or other documents prepared by the Disclosing permit Authorized Users or any third party to use the Services in any
Party that contain or otherwise reflect such information. manner not expressly authorized by the Agreement or the TOU. Without
“Exhibit A” means Exhibit A to this Agreement and any and all limiting the generality of the foregoing, Client shall not, except as the
schedules, attachments and appendices thereto, that set out additional Agreement expressly permits: (a) modify, distribute, transmit, display,
details pertaining the Services and payments, including, purchase orders perform or create derivative works from or based on the Services or any
and price quotes. components thereof, (b) rent, lease, lend, sell, sublicense, assign,
distribute, publish, transfer, or otherwise make available, whether or not
“Implementation Services” means the interfacing or integration of the as “paid for” service, and regardless of the method of dissemination, the
Online Platform Service with Client’s systems and/or with certain Third functionality or any component of the Services to any third party,
Party Services, via API, a plug-in, or other methods, as set out in Exhibit including on or in connection with the internet or any time-sharing,
A. service bureau, software as a service, hosting, cloud, or other technology
“IPR” means intellectual property rights in and to patents, trademarks, or service, (c) reverse engineer, disassemble, decompile, decode, adapt,
service marks, trade and service names, copyrights, database rights and or otherwise attempt to derive or gain access to any source code of the
design rights (regardless of registration, and including applications for Services, (d) use manual process, automatic device or application or
registration), know-how, moral rights, trade secrets, confidential and extraction tool to access, monitor, use, download, retrieve, index, extract,
proprietary information, all rights or forms of protection of a similar scrape, or data mine, (e) copy, frame, mirror, or in any way reproduce or
nature or having similar or equivalent effect to any of them which may circumvent the navigational structure or presentation of the Services or
subsist anywhere in the world now existing or hereafter arising. any component thereof or otherwise defeat, bypass, or circumvent any
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other protections of Rethink’s IPR in the Services, (f) bypass or breach FOR ANY CONSEQUENCES RESULTING FROM CLIENT’S
any security device or protection used by the Services or otherwise access ASSIGNMENT OF ACCESS RIGHTS TO AUTHORIZED USERS.
or use the Services other than by an Authorized User, (g) input, upload,
transmit, activate or otherwise provide to or through the Services any 3.5. API. When access to the Services requires an API, Rethink will
Malware, (h) damage, destroy, deface, disrupt, disable, impair, interfere provide an API key subject to Client’s compliance with the terms herein.
with, or otherwise disrupt impede, overburden or harm in any manner the Client shall not share with or disclose the API key to any third party.
Services or Rethink's provision of products and services to any person or 4. SERVICE CHANGES, DELIVERY AND SUPPORT
entity, (i) remove, delete, alter, or obscure any trademarks, copyright and
attribution notices, warranties, or disclaimers, or any other IPR notices 4.1. Service Changes. Client acknowledges that Services features and
from the Services or any component thereof, (j) access or use the Services capabilities may be modified by Rethink including the removal,
in any manner or for any purpose or that infringes, misappropriates, or replacement, and substitution of features or components thereof. Rethink
otherwise violates IPR or other rights of any person or entity, or that in its discretion, will inform Client of such modifications either by email,
otherwise violates any Applicable Law, (k) generate, upload or share support portal, release notes, pop-up alerts, updated documentation or
Client Content that is defamatory, obscene, promotes bigotry, racism, otherwise. If Client establishes that a modification materially and
misogyny, religious or ethnic hatred or is otherwise libelous, unlawful, adversely diminishes the value of the Service, Client may terminate its
or tortious, including stalking, harassing, or threatening others with subscription to the affected Services or portion thereof, by providing a
violence or abuse and transmitting abusive commercial solicitation, such written notice to Rethink within thirty (30) days following receipt of
as “junk” messages, spam and pyramid schemes to other users of the Rethink’s notice.
Services, (l) access or use the Services for purposes of monitoring their 4.2. User Support and Service Levels Commitments. User support
availability, performance or functionality, or for benchmarking against and Service level commitments for the Online Platform Services are set
third-party services or competitive analysis of the Services, or for the out in Exhibit B.
development, provision, or use of a competing service or any other
purpose that is to Rethink’s detriment or commercial disadvantage, (m) 4.3. Rethink Subcontractors. Rethink may utilize third parties,
access or use the Services in, or in association with, the design, including its affiliates (“Subcontractors”) in the performance of its
construction, maintenance, or operation of any safety response systems obligations and Services and will be responsible for any violations of this
or other safety-critical applications, or any other use or application in Agreement by them.
which the use or failure of the Services could lead to personal injury or
5. PAYMENTS AND REPORTING
severe physical or property damage, or (n) otherwise access to or Use the
Services beyond the scope of the Use granted hereunder. 5.1. Fee Adjustment. Taking into account the evolution of Rethink’s
products and services and the ongoing maintenance and enhancements
2.3. Monitoring. While Rethink is under no obligation to do so, it
thereof, and unless otherwise agreed in Exhibit A, at the commencement
may, in its sole discretion, and without further notice, monitor, and
of each renewal of the Agreement, the Fees may increase to Rethink’s
investigate Client and Authorized Users’ access to and Use of the
then prevailing rates.
Services, if Rethink believes it is reasonably necessary to: (i) comply with
any Applicable Law, including requests by law enforcement or 5.2. Scope Changes. In the event Client wishes to broaden the scope
government agencies, (ii) to respond to notices of alleged infringement of Services, the Parties shall execute a new Exhibit covering such
in accordance with Rethink’s copyright policy, (iii) to verify compliance additional items. The Parties may agree to adjust the Term of the
with the Agreement, or (iv) to protect the rights, property or safety of Agreement and accordingly pro-rate the applicable Fees with respect to
Rethink, Client, Authorized Users and the public. such additional items to bring into conformity the billing cycle with
respect to all items licensed hereunder. All such adjustments shall be set
3. ACCESS TO SERVICES
forth in the applicable Exhibit.
3.1. Authorized Users. Client acknowledges that Authorized Users’
5.3. Taxes. Each Party will pay all applicable taxes in any jurisdiction
acceptance of the TOU is a condition to their access to and Use of the
arising by reason of its performance of its obligations as set forth in this
Online Platform Services. Any violations of the Use restrictions herein
Agreement, including, without limitation, any sales or use taxes and all
and the TOU by Authorized Users shall constitute a violation by Client.
taxes based upon its net income, gross receipts or assets and all payroll
3.2. Access Credentials. Authorized Users may access the Services taxes with respect to its employees.
by using credentials issued by Client. Client shall ensure that access
5.4. Expiration/Termination. The termination or expiration of the
credentials (e.g. login IDs, passwords) shall be kept secure and
Agreement shall not relieve Client from any payment obligations with
confidential and shall provide Authorized Users with appropriate
respect to Fees accrued during Term, whether or not Client was billed for
instructions and precautions to do the same. Client shall notify Rethink
such Fees during such Term or thereafter.
promptly upon becoming aware that access credentials are disclosed to
any unauthorized third party or otherwise compromised. RETHINK 5.5. Usage Overages and Reporting. Client will monitor its own use
SHALL NOT BE RESPONSIBLE FOR ANY MISUSE OF CLIENT OR of the Services and report to Rethink all Use in excess of the Charge
AUTHORIZED USERS’ INFORMATION RESULTING FROM Metrics. If the actual Use of the Services during the applicable
THEIR FAILURE TO SECURE THEIR ACCESS CREDENTIALS. measurement period exceeds the permitted Charge Metric limitations,
Client will be charged for the overage. Client shall supply any usage
3.3. Student Access. Client is solely responsible to secure legally
reports that are reasonably necessary for Rethink to verify that the
binding consent from the parent or a guardian of a student or otherwise
restrictions on the access and Use have been observed.
in compliance with Applicable Laws to allow such student to access and
use the Online Platform Services. 6. CONFIDENTIALITY
3.4. Access Tiers. Client is solely responsible for designating access 6.1. Standard of Care. The Receiving Party shall preserve the
tiers to Client Data over the Services and assigning access levels (e.g. Confidential Information of the Disclosing Party in confidence. The
full/partial admin rights, view-only, etc.) to Authorized Users including Receiving Party shall maintain, at a minimum, the same precautions and
differentiating the usage levels based on the roles of the Authorized Users standard of care to which a reasonable person in such business would use
and the sensitivity of Client Data. CLIENT SHALL ASSIGN ACCESS to safeguard Confidential Information of its own and its clients or
RIGHTS TO AUTHORIZED USERS IN COMPLIANCE WITH ALL suppliers. Other than as permitted hereunder, the Receiving Party shall
APPLICABLE LAWS. RETHINK SHALL NOT BE RESPONSIBLE not, without first obtaining the other Party’s written consent, disclose to
any person, firm or organization, or use for its own benefit, Confidential
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Information, during the Term of this Agreement and thereafter. 8.2. Client License Grant. Client grants to Rethink and its
Subcontractors a non-exclusive, royalty-free license to access, use,
6.2. Limited Disclosure. The Receiving Party may disclose reproduce, modify, perform, display, distribute, and otherwise process
Confidential Information on a need-to-know basis to its authorized any and all Client Data, in any form or medium, solely as is reasonable
employees, contractors, agents, auditors, counsel and other or necessary for Rethink to perform or provide the Services.
representatives performing services for its benefit, solely as required for
it to enjoy the benefits conferred by this Agreement and for the Parties to 8.3. Client Responsibility. Client has sole responsibility for the
perform their respective obligations. All such Receiving Party’s accuracy, quality, integrity, legality, reliability, and appropriateness of
representatives receiving Confidential Information, shall be bound by Client Data. Client has obtained and will continue to obtain all rights,
non-disclosure obligations consistent with this Agreement and the consents, permissions and approvals necessary for Rethink to use the
Receiving Party shall be responsible for any violation by such Client Data in the provision of Services as contemplated hereunder,
representatives of the confidentiality obligations set forth herein. including to share Client Data with third party providers of Client per
6.3. Legal Requirement. If Confidential Information is required to be Client’s instructions (e.g. IEP providers, platform providers, etc.). Client
disclosed by law, regulation or court order by either Party, such shall ensure that all Personal Data provided hereunder is in accordance
disclosure shall be permitted to the extent legally required, provided that with Applicable Law and entered and stored only in forms and/or fields
to the extent legally permissible, the Disclosing Party is given reasonable that are specifically designated for such information. Client is solely
prior notice by the Receiving Party to enable it to seek a protective order responsible for any backup, recovery or other steps required to ensure
or confidential treatment prior to such disclosure by the Receiving Party. that Client Data is recoverable in the case of data loss and as such shall
back up Client Data on a regular basis.
6.4. Scope Limitation. Confidential Information (other than Personal
Data), does not include information which: (i) is or becomes generally 8.4. Personal Data. Client Data may include information pertaining to
available to the public other than as a result of disclosure by the Receiving individuals that is referred to as “personal data”, “personally identifiable
Party, (ii) becomes available to the Receiving Party on a non-confidential information”, “personal information”, “personal health information” or
basis from a source other than the Disclosing Party who is not bound by other reasonably equivalent terms within the scope of Applicable Laws
a confidentiality agreement with the Disclosing Party, (iii) was known to relating to or impacting privacy, data security and processing of personal
the Receiving Party or in its possession prior to the date of disclosure by data (“Personal Data”). Rethink’s Privacy notice is posted on
the Disclosing Party, (iv) is furnished by the Disclosing Party to the https://www.rethinked.com/pages/TermsOfUse#p0 and describes the
Receiving Party with written permission to disclose, or (v) is types of Personal Data that are collected under the Agreement, the
independently developed by the Receiving Party without reference to or processing activities involved, data protection features, and retention,
use of Confidential Information. return and disclosure of Personal Data. Rethink may update the privacy
notice from time to time.
7. RETHINK PROPRIETARY RIGHTS
9. INFORMATION SECURITY
7.1. Rethink Ownership. As between the Parties, all right, title and
interest, including all IPR in Rethink’s products and services, including 9.1. Safeguards. Rethink follows current industry standard security
the Services and any components thereof and any Statistical Information standards and implemented technical, physical and administrative
are and shall remain the sole and exclusive property of Rethink. policies, procedures, practices and measures necessary to protect against
unauthorized or accidental access, loss, alteration, disclosure or
7.2. Marks. Client shall not use Rethink or its affiliates’ trade names, destruction of Client Data residing on Rethink’s systems, including the
trademarks and service marks, alone or in connection with any other standards forth on https://www.rethinkfirst.com/home/infosec as
words(s) or logo(s) without Rethink or its affiliates’ advance written updated. For clarification, the aforementioned security standards apply
consent and if such consent is granted all uses thereof shall inure solely only to Rethink Services and not to Third Party Services.
to the benefit of Rethink and its affiliates and Client shall acquire no right,
title or interest therein or goodwill associated therewith and shall refrain 9.2. No Malware. Rethink applies reasonable processes and
from impairing Rethink and its affiliates’ rights therein. technologies to prevent the Services (including any related transmission
7.3. Statistical Information. Rethink may derive and compile, either of electronic files) from containing any viruses or any other contaminants
manually or automatically, Statistical Information related to the (including codes, commands, instructions, devices, techniques, bugs,
performance, operation and use of the Services by Client, and use such web bugs, or design flaws) that access (without authorization), alter,
Statistical Information for its business purposes, including for operations delete, threaten, infect, assault, vandalize, defraud, disrupt, damage,
management, for research and development and for sharing with its disable, inhibit, or shut down computer systems, networks,
Subcontractors, Third Party Providers and other relevant parties (e.g. infrastructures, devices, websites, databases, software or other data or
educational assessments organizations). “Statistical Information” property (“Malware”) and will not knowingly insert any such Malware
means analytics, statistical and other information related to and derived into the Services.
from the performance, operation and use of the Services, in an 10. THIRD PARTY SERVICES
anonymized form and aggregated with other similar data such that it
cannot be reverse engineered or otherwise manipulated to determine the 10.1. Third-Party Services and Products. The Services may require the
source thereof or to arrive to Personal Data. utilization of or integration with products, services and data (“Third
Party Services”) set out in Exhibit A and made available by third parties
7.4. Reservation of Rights. Client shall not use or exploit Rethink (“Third Party Providers”). Such Third Party Services may be provided
products and services in any manner, except as expressly permitted in either via the Services or directly by such third party to Client.
this Agreement. All rights not expressly granted to Client herein are
reserved by Rethink. There are no implied licenses to Rethink products 10.2. Third Party Terms. Client may be required, as a condition to the
or services, including the Services or other IPR of Rethink. provision of certain Services, to enter into a direct agreement or terms of
use with a Third Party Provider in which case, upon Rethink’s request,
8. CLIENT DATA Client shall provide Rethink with copies of such Third Party Provider’s
8.1. Client Data Ownership. As between the Parties, Client Data and approval of Client’s access. Terms and conditions imposed on Client by
all right, title and interest therein and thereto are and shall remain the sole a Third Party Provider do not amend the terms herein as between Rethink
and exclusive property of Client. and Client. Unless otherwise indicated in Exhibit A, Client shall be
responsible for its use of Third Party Services and all costs and fees
associated with the Third Party Provider agreements.
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10.3. Errors and Delays. This Agreement does not cover Third Party FROM SUCH USE, ANY DECISIONS MADE OR ACTIONS TAKEN
Services and Client acknowledges that Third Party Providers do not IN RELIANCE THEREUPON OR AS TO THE PERFORMANCE
warrant that the provision of products and services will be uninterrupted, THEREOF (WHETHER PERFORMED IN WHOLE, PART OR NOT
error free, timely, complete or accurate, nor do they make any warranties AT ALL), (ii) DOES NOT GUARANTEE THE ADEQUACY,
as to results obtained from their use, any decisions made or actions taken ACCURACY, TIMELINESS OR COMPLETENESS OF RETHINK
in reliance thereupon or as to the performance thereof. Therefore, PRODUCTS OR SERVICES OR ANY COMPONENTS OR OUTPUT
Rethink shall not be liable to Third Party Services accessed or provided THEREOF OR THAT THEY WILL BE ERROR FREE OR FREE
through or as part of the Services. FROM MALWARE OR OTHER INFIRMITY OR CORRUPTION
AND THEREFORE, NONE OF RETHINK OR ITS PROVIDERS
10.4. Cessation of Services. If (i) a Third Party Provider ceases to SHALL BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR
make its products or services available to Rethink or requires Rethink to ANY ERRORS, OMISSIONS OR DELAYS THEREIN, AND (iii)
suspend or terminate the provision of all or any part of the Third Party PRODUCTS AND SERVICES AND ALL COMPONENTS THEREOF
Services, or (ii) Rethink ceases to source or integrate with Third Party ARE PROVIDED ON AN “AS IS” BASIS AND CLIENT’S USE
Services, then Rethink may suspend or terminate provision of such Third THEREOF IS AT CLIENT’S OWN RISK.
Party Services without any liability to Rethink.
12. INDEMNIFICATION
10.5. Third Party Links and Resources. The Services may include
third-party resources, or links to third-party websites. Rethink is not 12.1. By Rethink. Rethink shall, at its sole cost and expense,
responsible for the content, products, or services available from those indemnify, defend and hold harmless the Client Indemnitees from and
resources or websites. Client assumes all risk arising from Client use of against all Losses, incurred or suffered as a result of third party Claims
any third-party resources or websites. arising out of or in connection with: (i) infringement or violation of IPR
resulting from the permitted use of the Service by the Client, or (ii)
11. REPRESENTATIONS, WARRANTIES & DISCLAIMERS violation of Applicable Law or gross negligence or willful misconduct.
11.1. Mutual. Each Party represents and warrants as to itself that: (i) it 12.2. Process. The indemnified Party shall provide the indemnifying
has the authority and all necessary rights, licenses and approvals to enter Party with prompt written notice and copies of relevant documentation
into, to grant the rights and perform the duties and obligations described regarding any claim or action for which indemnification may be sought.
in this Agreement, (ii) the performance of its obligations hereunder does Failure by the indemnified Party to give such notice to the indemnifying
not conflict with any other agreement either signed or contemplated, and Party shall not relieve the indemnifying Party of its indemnification
(iii) the performance of its obligations hereunder shall be in compliance obligation under this Agreement except to the extent that such failure
with all Applicable Laws. materially disadvantages the indemnifying Party. If the indemnifying
11.2. No Medical Advice. The Services do not provide medical advice Party fails to appoint an attorney within ten-(10) business days after it has
and are not intended to constitute: (i) the practice of medicine or the been notified in writing of any such claim or action, the indemnified Party
provision of health care diagnosis or treatment, (ii) the creation of a will have the right to select and appoint an attorney and the reasonable
physician-patient or clinical relationship, or (iii) an endorsement, cost and expense thereof will be paid by the indemnifying Party. The
recommendation or sponsorship of any medical product or service by indemnifying Party shall control the defense of any such claim, provided
Rethink or its affiliates or any of its or their officers, directors, employees, however that it shall not settle, compromise or consent to the entry of any
agents, representatives or providers. Additionally, the Services should judgment, unless such settlement, compromise or consent includes an
not be used to attempt to diagnose a medical condition or to assess the unconditional release of the relevant indemnitees from all liability arising
stage or any medical aspect of any person diagnosed with a medical out of such claim or action, and is solely monetary in nature and does not
condition. All content included in the Services is provided for include a statement as to, or an admission of fault, culpability or failure
informational and educational purposes only and is not intended to to act by or on behalf of, the relevant indemnitees or otherwise adversely
substitute medical professional advice and should not be relied upon as affect any of them. The indemnified Party shall reasonably cooperate
medical advice or professional advice for any reason. with the indemnifying Party in the defense thereof at the indemnifying
Party’s expense.
11.3. Client’s Professional Staff. RETHINK CONTENT IS
PROVIDED FOR INFORMATIONAL AND EDUCATIONAL 12.3. Additional Actions by Rethink. Without limiting either Party’s
PURPOSES ONLY AND IS NOT INTENDED TO SUBSTITUTE indemnification obligations, if Rethink’s products or services are
MEDICAL OR PROFESSIONAL ADVICE. CLIENT IS SOLELY enjoined for any reason or if Rethink believes they may be enjoined then
RESPONSIBLE FOR THE PERFORMANCE OF ITS EMPLOYEES Rethink shall have the right, at its own expense and in its sole discretion,
AND STAFF (INCLUDING EDUCATORS AND PRACTITIONERS) to take action to: (i) to procure the right to continue using the product or
INCLUDING FOR HIRING, TRAINING, CERTIFYING, service or any parts thereof, (ii) to modify the product or service as
SUPERVISING, SCHEDULING AND TERMINATING THEM. applicable, or any parts thereof or re-direct the manner in which it is used
such that it becomes non-infringing, or (iii) to replace the product or
11.4. Disclaimers. EXCEPT FOR THE REPRESENTATIONS AND service or any parts thereof, as applicable with non-infringing materials,
WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, or if none of the foregoing is commercially reasonable, terminate the
RETHINK: (i) DOES NOT MAKE ANY REPRESENTATIONS OR Agreement and refund on a pro-rata basis of the Fees paid by Client for
WARRANTIES AND TO THE FULLEST EXTENT PERMITTED the period such product or service was not available or usable.
UNDER APPLICABLE LAW, SPECIFICALLY DISCLAIMS ANY
AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS 13. LIMITS ON LIABILITY
OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF 13.1. Damages Waiver. IN NO EVENT, SHALL RETHINK OR ITS
MERCHANTABILITY AND FITNESS FOR A PARTICULAR AFFILIATES BE LIABLE HEREUNDER FOR ANY INDIRECT,
PURPOSE OR USE (WHETHER OR NOT THE PURPOSE OR USE SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR
HAS BEEN DISCLOSED), WARRANTIES OF TITLE AND NON- CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS,
INFRINGEMENT, ANY IMPLIED INDEMNIFICATION LOST TIME OR GOOD WILL, EVEN IF IT HAS BEEN ADVISED OF
OBLIGATIONS, OR OTHER WARRANTIES THAT ARISE FROM THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN
TRADE USAGE OR CUSTOM, WITH RESPECT TO ANY ASPECTS CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.
OF RETHINK PRODUCTS OR SERVICES AND ANY
COMPONENTS THEREOF OR THEIR USE IN CONJUNCTION 13.2. Cap. EXCEPT FOR CLAIMS ARISING UNDER OR
WITH CLIENT DATA OR THE OUTPUT OR RESULTS OBTAINED RELATED TO INTELLECTUAL PROPERTY INDEMNIFICATION
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OBLIGATIONS, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, same protections set forth herein.
OR DEATH OR BODILY INJURY, IN NO EVENT SHALL THE
MAXIMUM CUMULATIVE LIABILITY OF RETHINK OR ITS 15. PUBLICITY. In recognition of the pricing provided under the
AFFILIATES FOR ANY AND ALL CLAIMS ARISING UNDER OR Agreement, Client shall (subject to its reasonable right to review and
RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM approve) :(i) allow Rethink to include a brief description of Services
OF ACTION, EXCEED, IN THE AGGREGATE, THE FEES PAID OR provided to Client in Rethink’s promotional materials, (ii) allow Rethink
PAYABLE BY CLIENT TO RETHINK DURING THE TWELVE -(12) to make reference to Client in case studies, ROI analyses, white papers
MONTHS PRECEDING THE CLAIM. and related marketing materials, (iii) serve as a reference to Rethink’s
potential clients, (iv) provide interviews to the news media and provide
14. TERM AND TERMINATION quotes for press releases, (v) make presentations at conferences, upon
Rethink’s reasonable request and at Rethink’s cost, and (vi) use the
14.1. Agreement Term. This Agreement “- Term should be 1 year Client’s marks product literature, press releases, social media and other
without automatic renewal. Renewal is subject to approval by the DeKalb marketing materials, subject to Client’s use guidelines. Client hereby
County School District consents to the receipt of marketing communications from Rethink.
14.2. Termination for Material Breach. In the case of a material breach 16. FORCE MAJEURE. Any delays in or failure of performance
of any of the terms of this Agreement, the non-defaulting Party may by Rethink shall not be considered a breach of this Agreement if such
terminate this Agreement with thirty (30)-days prior written notice and delay or failure is caused by acts of God, unforeseeable circumstances,
an option to cure to the defaulting Party. acts (including a delay or failure to act) of any governmental authority
14.3. Termination Due to Change in Applicable Law. Rethink may (de jure or de facto), embargoes, strikes, labor disputes, riots, fire, floods,
terminate this Agreement immediately following a change in Applicable earthquakes, wars (declared or undeclared) or other military action,
Law if it determines in its sole reasonable discretion that such termination terrorism, sabotage, epidemics, pandemics, state of emergency,
is required to comply with Applicable Law or that compliance with the lockdowns, travel bans, or other causes beyond Rethink’s reasonable
modified Applicable Law (including the costs to comply) will materially control.
adversely impact it or its ability to perform under the Agreement. 17. MISCELLANEOUS
14.4. Suspension. Rethink may suspend Client or Authorized Users’ 17.1. Assignment. Client shall not assign, novate or otherwise transfer
Use of the Services or remove or block any Client Data without liability this Agreement nor any rights granted hereunder whether voluntarily or
(i) if there is a significant threat to the functionality, security, integrity, by operation of law or through change of control, including by way of
or availability of the Services, (ii) if Rethink reasonably believes that the sale of stock, assets, merger or consolidation or otherwise (collectively
Services are being used in violation of the Agreement or Applicable Law, “Assignment”) without the prior written consent of Rethink, which
(iii) if requested by a law enforcement or government agency or consent shall not be unreasonably withheld. Any assignment contrary to
otherwise to comply with Applicable Law, or (iv) to protect the rights, these provisions shall be null and void and of no legal effect. Subject to
property and safety of Rethink, Client, Authorized Users and the public, the foregoing, this Agreement shall be binding upon the Parties and their
or as otherwise specified in the Agreement. Client Data may be respective legal successors and permitted assigns.
unavailable to Client or Authorized Users during a suspension. Rethink
will use commercially reasonable efforts to give Client notice of a 17.2. Independent Contractor. Rethink and Client are independent
suspension unless Rethink determines in its commercially reasonable contractors with respect to each other and nothing herein shall create an
judgment that a suspension on shorter or contemporaneous notice is association, a joint venture, partnership or other agency relationship
necessary to protect Rethink or its customers. Rethink will use between them.
commercially reasonable efforts to lift the suspension promptly after it
determines that the issue causing the suspension has been resolved. Any 17.3. Equitable Relief. In the event of a breach or threatened breach
suspension under this Section shall not excuse Client from its payment by the provisions of this Agreement pertaining proprietary rights and
obligations unless the events giving rise to the suspension were not confidentiality obligations, the injured Party may have no adequate
substantiated, in which case Client is not obligated to pay for the period remedy in money or damages and, accordingly, may seek an injunction
the Services were suspended on a pro rata basis. or other equitable remedy against such breach. Nothing herein shall be
construed as a waiver or prohibition against any other legal or equitable
14.5. Effect of Termination/Expiration. Upon termination or remedies in the event of a breach of a provision of this Agreement.
expiration of this Agreement, Client shall, unless otherwise instructed by
Rethink immediately terminate all access to Rethink Services and all 17.4. Entire Agreement. This Agreement constitutes the entire
components thereof and cease any use thereof and promptly and not later agreement and understanding between the Parties regarding the subject
than thirty (30) days following termination, destroy, and remove from its matter hereof, and supersedes all prior discussions, proposals and
systems, all versions and copies of Rethink Services including backup agreements between them relating thereto.
materials, except to the extent Client is required to retain such 17.5. Order of Precedence. In the event of a conflict between the GTC
information to comply with regulatory record keeping requirements. To and an Exhibit, the terms of the Exhibit shall prevail. In the event of a
the extent Client Data is hosted, stored or retained by Rethink, upon conflict between the TOU and the Agreement, the Agreement shall
termination of this Agreement, Rethink shall promptly, and not later than prevail. In the event of a conflict between the terms of the Agreement and
thirty (30) days following termination, destroy, and remove from its the Rethink privacy notice, the latter shall prevail with respect to the
systems, all versions and copies of the Client Data including backup treatment of Personal Data.
material. Not later than thirty (30) days from termination, if so directed
by the Disclosing Party, the Receiving Party shall return (in a format 17.6. Amendment. This Agreement may only be modified or amended
requested by the Disclosing Party by a secure file transfer) or destroy all in a writing, which makes express reference to this Agreement and is
Confidential Information, and upon request certify, in writing, the signed by a duly authorized representative of each Party. No other act,
accomplishment of the obligations set forth in this Section 14.4. communication, representation, document, usage custom or practice shall
Notwithstanding the foregoing, to the extent Rethink is either required to be deemed to modify or amend this Agreement.
retain Confidential Information, including Client Data to comply with 17.7. Construction. The word ‘including’ shall be deemed to mean
regulatory record keeping requirements or where applicable, to ascertain ‘including but not limited to’ unless expressly set forth to the contrary.
the completion of certain Services post-termination or expiration, The words “herein”, “hereof” and “hereunder” and other words of similar
Rethink may retain such information for the required duration, provided import refer to the Agreement as a whole, including the Exhibits, and any
that it shall limit its retention to the minimum number of copies and apply web pages incorporated by reference, and any and all attachments and
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appendices hereto, as the same may be amended or supplemented, and such interpretation is made.
not to any subdivision contained in the Agreement unless expressly stated
to the contrary. Neutral pronouns and any variations thereof shall be 17.10. Notices. Notices shall be considered given on the date of receipt,
deemed to include the feminine and masculine and all terms used in the if delivered by hand, overnight courier or, if sent by electronic means,
singular shall be deemed to include the plural, and vice versa, as the upon receipt of confirmation or a reply which includes the original
context may require. Terms denoting persons shall include legal entities message, and six (6) days after the date of mailing, if mailed postage paid.
and vice versa. Terms having well-known technical or trade meaning Notices shall be given to each Party at its address and marked to the
(e.g. “terms of art”) shall be used in accordance with such recognized attention of the person set forth below. A Party may change any such
meanings. When used in the context of a series of items the word “or” address by delivery of written notice to the other Party.
will be construed such that the series may include any of the items, all of 17.11. Governing Law. Georgia state law (O.C.G.A. § 50-21-1) provides
the items, or any combination of the items. Where any provision in this that Georgia Courts have exclusive authority and control over all
Agreement refers to an action to be taken by a Party, or which such Party matters of litigation or potential litigation involving political subdivisions
is prohibited from taking, such provision shall be applicable whether the (O.C.G.A. § 50-15-1). Appropriate venue is Fulton County, GA and the
action in question is taken directly or indirectly by such Party. applicable law is Georgia law.
17.8. No Waiver. No failure or delay on the part of neither Party in the 17.12. Survival. The provisions of the Agreement that by their nature
exercise of any right, power or remedy under this Agreement shall extend beyond the termination of the Agreement, will survive the
operate as a waiver thereof, nor shall any single or partial exercise of any termination of the Agreement, including but not limited to the following
right, power or remedy preclude other or further exercise thereof, or the Sections: 1, 5.4, 6, 7, 10, 11.2 , 11.4, 12 13, 14.5 , and 17.
exercise of any other right, power or remedy.
17.13. No Presumptions. In construing the terms of this Agreement, no
17.9. Severability. In the event that any court having competent presumption shall operate in either Party’s favor as a result of its
jurisdiction over the interpretation of this Agreement shall finally counsel’s role in drafting the terms or provisions hereof.
determine that one or more of the provisions contained in this Agreement
shall be unenforceable in any respect, then such provision shall be 17.14. Headings. Section headings in this Agreement are for
deemed limited and restricted to the extent that such court shall deem it convenience only and shall not affect the interpretation of any provision
to be enforceable, and, as so limited or restricted, shall remain in full of this Agreement.
force and effect. In the event that any such provision or provisions shall 17.15. Counterparts. This Agreement may be executed in any number of
be deemed wholly unenforceable, such provision shall be deemed deleted counterparts, each of which shall be an original, but all of which together
from this Agreement, and the remaining provisions shall remain in full shall constitute one instrument.
force and effect. Any such judicial interpretation requiring limitation or
deletion of a provision shall be valid only in the jurisdiction in which
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***
The Parties acknowledge that they have read this Agreement, there is due consideration and that they agree to be bound by its terms. Each Party has
full power and authority to enter into and perform this Agreement and the person signing this Agreement on behalf of each Party has been properly
authorized and empowered to enter into this Agreement.
RETHINK AUTISM, INC. [CLIENT]
By: Diana Frezza By:___________________________
Name: Diana Frezza Name:
Title: EVP Education Title:
Date: 11/14/2024 Date:
RETHINK NOTICE PARTY CLIENT NOTICE PARTY
Rethink Autism, Inc [Client]
49 W. 27th St., 8th Fl. New York, NY 1000 [Notice Party]
E-mail: LegalNotices@rethinked.com [Title]
Tel: 646.257.2919 [Address]
[E-mail:]
[Tel: ]
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Exhibit A
SERVICE DESCRIPTION & CHARGE MATRIX
Exhibit B
ONLINE PLATFORM SERVICES
SUPPORT AND SERVICE LEVEL COMMITMENTS
Definitions
“Scheduled Maintenance” means the installation of upgrades, service packs, routine server, application, or network configuration changes, and other
reasonable maintenance activities to be conducted during off-peak times, notified in advance to Client by posting on the Online Platform Services.
“Causes Not Attributable to Rethink” means incidents that are outside the direct control of Rethink or not attributable to Rethink, including but not
limited to: (i) outages, delays or failures by Third Party Providers to provide products or services to Rethink or Client, including network connectivity,
(ii) use of the Service by Client that deviates from any operating procedures or maintenance protocols established by Rethink or in a manufacturer or
Third Party Provider’s specifications, including for example with respect to the operation of the Service by Client with media, hardware, software or
telecommunication interfaces, (iii) attempted or actual modification or alteration of the Service undertaken by Client or others under Client’s control
without Rethink’s consent, (iv) issues arising out of Client’s internet connectivity or Client’s hardware software and network, (v) Client’s failure to
comply with the terms of the Agreement or other reasonable instructions of Rethink, which failure results in Rethink’s inability to provide support
hereunder, (vi) failure by Client to respond to any action plan provided by Rethink pursuant to a support call by Client or in connection with any
Scheduled Maintenance, (vii) errors, including programmatic errors, caused by Client or by others under Client’s control, or (viii) Force Majeure.
Support Obligations
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Rethink will provide a toll-free phone number (for U.S. calls only) and email.
Phone support will be available Monday–Friday from 8:00 a.m. to 5:00 p.m. EST
Rethink will notify Client of any intermittent or seasonal changes to the phone support schedule by posting an announcement on the Online Platform
Service and/or by a voicemail greeting.
In addition, to any other Client’s obligations set forth in the Agreement, Client shall: (i) adhere to Rethink specifications, recommendations and
requirements, (ii) cooperate with Rethink for incident resolution. This may include making logs and or resources available, recreating issues as requested
and running network traces as well as appropriate communication and acknowledgement of receipt of any information, all in a timely manner, (iii)
cooperate with Rethink to carry out any mutually agreed upon action plan provided by Rethink pursuant to a support call by Client or in connection
with any Scheduled Maintenance, (iv) notify Rethink ahead of time of any changes to Client’s systems, data or usage that might reasonably be expected
to impact the delivery of the Service by Rethink.
Uptime Commitment
Rethink will use commercially reasonable efforts that the Online Platform Service will be functional and accessible by Client 99.00% of the time,
measured on a monthly basis, excluding Scheduled Maintenance and Causes Not Attributable to Rethink (“Uptime”). Rethink’s failure to meet the
Uptime commitment shall not be deemed a “material breach” under the Agreement, unless there is a persistent and systematic failure by Rethink during
a period of three (3) consecutive months. Client shall provide prior written notice to Rethink of its intention to assert any remedies under the Agreement,
and shall allow Rethink reasonable time to resolve any issues or concerns Client may have in connection in accordance with the terms of the Agreement.
RETHINK SHALL NOT BE RESPONSIBLE FOR SERVICE ISSUES RESULTING FROM CAUSES NOT ATTRIBUTABLE TO RETHINK.
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