MASTER SERVICES AGREEMENT

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The terms of this Master Services Agreement (this “MSA” or this “Agreement”) govern the purchase and delivery of subscription-based accounting, finance, and business support services, project services, and any related software provided by Dynamic Support Solutions. This MSA is a contract between DSS Consulting Group, LLC, a Texas limited liability company doing business as Dynamic Support Solutions, having its headquarters at 1600 Corporate Court, Suite 100, Irving, TX 75038 (“Dynamic Support Solutions,” “DSS,” “we,” “our,” or “us”), and the school district, open-enrollment charter school, nonprofit organization, or other entity identified on an order (“Client,” “you,” or “your”). The Client and DSS are referred to individually as a “party” and collectively as the “parties.”

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The individual accepting this Agreement on behalf of Client represents and warrants that they have the right, power and authority to enter into this Agreement on behalf of Client.

This Agreement becomes binding and effective on Client upon the earlier of: (a) Client’s execution or electronic acceptance of an order form, proposal, engagement letter, purchase order, or similar ordering document that references this Agreement (an “Order”), or (b) the date Client first receives Services under an Order (such earlier date, the “Effective Date”).

If the Client and DSS have entered into a separately signed agreement governing the Services which remains in effect, such signed agreement supersedes this MSA where they conflict.

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1. DEFINITIONS.

A. “Subscription Services” means the recurring accounting, finance, business office, compliance, reporting, payroll, HR, technology, and related support services that DSS performs for Client on an ongoing basis during a Subscription Term, as described in the applicable Order.

B. “Subscription Term” means the period during which DSS provides Subscription Services under an Order, as stated in that Order (for example, a twelve (12) month term, a term of a stated number of months, or a month-to-month term), including the Initial Term and any Renewal Term.

C. “Project Services” means services performed by DSS for a defined, non-recurring project or scope of work on a fixed-fee or time-and-materials basis, as described in an Order or a statement of work (“SOW”).

D. “Software” means any DSS-provided software application, online portal, or hosted platform that Client accesses under an Order, whether purchased on its own or included with Subscription Services. Software includes DataWise. Software is governed by Exhibit A (Software Terms) in addition to this Agreement.

E. “Services” means, collectively, the Subscription Services, Project Services, Additional Services (as defined in Section 3.D), and, where applicable, access to the Software.

F. “Deliverables” means the reports, reconciliations, schedules, budgets, filings, and other work product that DSS prepares specifically for Client in performing the Services.

G. “DSS Materials” means DSS’s independently developed templates, tools, checklists, methodologies, processes, training materials, know-how, and the Software, and all improvements to any of them.

H. “Client Data” means all data, records, files, and information that Client or its personnel provide to DSS, or that DSS accesses, creates, sends, receives, or maintains on Client’s behalf, in connection with the Services, including Client’s financial, payroll, personnel, vendor, and student records.

I. “DataWise” means the DataWise software platform, including its applications, portals, dashboards, integrations, and documentation, and any successor or rebranded version of it. “DataWise Operator” means DataWise LLC, a nonprofit organization that develops, hosts, maintains, supports, and operates DataWise under license from DSS.

2. MODIFICATIONS.

A. DSS may modify this Agreement from time to time by posting a revised version online located at: dssedu.com/msa; provided, that any updated version of this Agreement shall become effective for a given client only at the start of Client’s next Renewal Term. If Client objects to the updated Agreement, Client may elect not to renew (including cancelling any term set to auto-renew) as its sole and exclusive remedy. For the avoidance of doubt, each Order is subject to the version of this Agreement in effect as of the date of such Order.

3. SERVICES.

A. Subscription Services. DSS provides its Services primarily on a subscription basis. Under each order for Subscription Services, DSS will provide qualified personnel to perform the recurring Subscription Services as described in the Order throughout the Subscription Term. DSS reserves staff capacity for the Client for the full Subscription Term. Subscription Services fees are a committed obligation for the Subscription Term and are not based on the hours worked in each period, unless the Order states otherwise.

B. Scope of Services. Each Order will describe the scope of the Subscription Services and any assumptions on which the fees are based, such as the number of campuses, funds, bank accounts, employees paid, or transactions processed (the “scope assumptions”). If Client’s actual volume or needs materially exceed the scope assumptions, the parties will work together in good faith to adjust the scope or fees by written amendment to the Order.

C. Project Services. Project Services may be included in an Order or a separate statement of work (“SOW”) upon request. Fees, scope, timelines, and Deliverables for Project Services will be set forth in the applicable Order or SOW.

D. Additional Services. Services that are outside the scope described in an Order will be performed only with Client’s prior written approval (email is sufficient) and will be billed at the rates stated in the Order or, if none are stated, at DSS’s then-current standard hourly rates.

E. Service Hours. Unless otherwise stated in the Order, DSS will perform the Services during DSS’s normal business hours, 8:00 a.m. to 5:00 p.m. Central Time, Monday through Friday, excluding Holidays. “Holidays” means any day on which schools located in the United States are generally closed for the observance of a federal holiday, and any additional days on which DSS is closed for business, provided that DSS gives the client at least thirty (30) days’ prior notice of such additional closures by email.

F. Client Responsibilities. Client will: (i) designate a primary contact with authority to make decisions about the Services; (ii) provide DSS with timely, complete, and accurate information, records, documentation, and access to client systems, bank portals, and personnel reasonably needed to perform the Services; (iii) review and respond to DSS requests, drafts, and Deliverables within a reasonable time; and (iv) promptly notify DSS of any changes in the client’s operations, staffing, systems, or funding that may affect the Services. DSS is not responsible for delays, penalties, or errors to the extent caused by the client’s failure to meet these responsibilities or by inaccurate or incomplete information provided by the client or its personnel or other vendors.

G. Management Responsibilities. The client retains all management responsibilities and decision-making authority for its operations and finances, including approving budgets, journal entries, payroll, and disbursements; maintaining internal controls; and the content of financial statements, reports, and filings submitted in the client’s name. Unless an Order expressly provides otherwise, DSS will not have signature authority on the client’s bank accounts and will not approve or release payments on the client’s behalf. Services do not constitute an audit, review, or other attest engagement, or legal advice, unless expressly stated in an Order or SOW.

4. FEES, INVOICING AND RENEWAL.

A. Fees. The client agrees to pay the fees set forth in each Order or SOW, plus any applicable taxes. Except as otherwise set forth in this Agreement or the Order, fees for subscription services are payable for the entire subscription Term.

(i) Initial Term. The initial subscription term stated in the Order is the “Initial Term.”

(ii) Term. The Initial Term, together with all Renewal Terms (as defined below) of an Order, is referred to as the “Term.”

(iii) Renewal. Unless the Order states otherwise, or either party gives the other written notice of non-renewal at least thirty (30) days before the end of the Initial Term or any Renewal Term, the Subscription Term will automatically renew for an additional period equal to the expiring term (each, a “Renewal Term”). A month-to-month Subscription Term renews each month until terminated by either party on at least thirty (30) days’ written notice. DSS may adjust its fees for any Renewal Term by giving Client written notice at least sixty (60) days before the Renewal Term begins.

B. Invoicing. Unless otherwise set forth in an Order or SOW: (i) Subscription Services fees will be invoiced monthly in advance; (ii) Project Services fees will be invoiced as stated in the SOW or, if not stated, monthly in advance for work performed; (iii) Additional Services will be invoiced monthly in advance; and (iv) reasonable out-of-pocket expenses pre-approved by Client will be invoiced at cost.

C. Payment Methods. Unless otherwise set forth in an Order, fees will be payable via ACH or check.

D. When Payments are Due. All payments shall be due and payable as described in the applicable Order, and if no payment timing is specified, Client shall pay each invoice within thirty (30) days of Client’s receipt of the invoice. If Client disputes any portion of an invoice in good faith, Client will notify DSS in writing of the disputed amount and the basis for the dispute before the payment due date and will pay the undisputed portion when due; the parties will work together in good faith to resolve the dispute promptly. Client is responsible for any taxes applicable to the Services (other than taxes based on DSS’s income); if Client is tax-exempt, Client will provide DSS with a valid exemption certificate. Client's late payments will bear interest at the rate of one percent (1%) per month or, if lower, the maximum rate allowed by law. If any undisputed amount remains unpaid thirty (30) days after its due date, DSS may, after giving Client at least ten (10) days’ written notice, suspend performance of the Services until all past-due undisputed amounts are paid.

5. TERM AND TERMINATION.

A. Term of Agreement. This Agreement is in force starting on the Effective Date and, subject to any earlier termination permitted in this Agreement, will remain in force for so long as any Order remains in effect. Except where Client terminates pursuant to Section 5.B (Termination for Breach), Section 5.C (Loss of Funding), or as otherwise expressly permitted in this Agreement or the Order, early termination of a Subscription Term or ceasing use of the Services will not result in a refund of any prepaid fees or modify Client’s obligation to pay fees for the remainder of the then-current Subscription Term.

B. Termination for Breach. Either party may terminate this Agreement or the affected Order by written notice:

(i) If the other party breaches any material term or condition of this Agreement and, assuming such default is capable of cure, fails to cure such default within thirty (30) days after written notice specifying the default (“Notice of Default”); or

(ii) If the other party becomes insolvent, makes a general assignment for the benefit of creditors, or becomes the subject of any bankruptcy or similar proceeding.

C. Loss of Funding and Commitment of Current Revenue.

(i) For Clients subject to public funding, including school districts, charter schools, and government agencies, Client warrants that Client has funds appropriated and available to pay all amounts due hereunder through the end of Client’s current fiscal period. Client further agrees to request all appropriations and funding necessary to pay for the Services for each subsequent fiscal period through the end of the Term. In the event Client is unable to obtain the necessary appropriations or funding for the Services provided under this Agreement, Client may terminate this Agreement without liability for termination charges upon the following conditions:

(a) Client’s funding has been materially reduced or suspended;

(b) Client has taken all actions necessary to obtain adequate appropriations or funding; and

(c) despite Client’s best efforts, funds have not been appropriated and are otherwise unavailable to pay for the Services.

(ii) Client may also terminate this Agreement under this subsection, without incurring any liability to DSS, if Client’s charter is revoked, non-renewed, and/or allowed to expire. Client must provide DSS thirty (30) days’ written notice of intent to terminate under this subsection, and termination shall be effective as of the last day for which funds were appropriated or otherwise made available, or as of the last date for which Client’s open-enrollment charter is effective.

D. Effect of Termination. Upon any expiration or termination: (i) Client will pay DSS for all Services performed and expenses incurred through the effective date of termination, together with any other amounts due under Section 5.A; (ii) DSS will return or make available to Client all Client Data and Client records in DSS’s possession or control, including Client Data maintained on DSS Systems under Section 7.E, in a commonly used format, and will provide reasonable transition assistance requested by Client, which, beyond the return of Client Data, will be billed at the rates in the Order or DSS’s then-current standard rates; and (iii) Client will promptly remove DSS’s access to Client systems and bank accounts, and DSS will cease use of any Client-issued credentials.

6. DSS PERSONNEL.

A. Personnel and Subcontractors. DSS agrees that, with respect to Services provided hereunder, neither DSS nor any personnel supplied by DSS or a subcontractor thereof are Client employees for any purpose, including, without limitation: (i) for federal, state or local tax, employment, withholding or reporting purposes; or (ii) for eligibility or entitlement to any benefit under any of Client’s employee benefit plans. DSS agrees that all such personnel shall be informed that they are employees solely of DSS, or of subcontractors if applicable, and not employees of Client. DSS is solely responsible for the compensation, payroll taxes, and benefits of its personnel. DSS remains responsible for the performance of any subcontractor it uses to perform the Services. DSS may assign and reassign its personnel to Client’s account, and Client may request the replacement of any individual for reasonable, lawful cause.

B. Personnel Standards. DSS acknowledges that, in the course of providing Services, DSS and personnel performing Services hereunder may have access to, or acquire, knowledge of confidential, proprietary and/or sensitive information regarding Client, Client’s students, employees, and vendors, or other parties with whom Client has a relationship. DSS agrees that all such personnel will be advised of the standards imposed upon them with respect to Services they render and of their not being employees or agents of Client for any purpose.

C. Background Checks. DSS agrees that before DSS and/or any of its employees, agents, or subcontractors will be permitted on Client grounds while students are present, DSS and/or such employees, agents, or subcontractors will be fingerprinted and/or have their backgrounds checked as required by law. If DSS and/or any of its employees, agents, or subcontractors are determined to be ineligible to work at a public school, such individual shall not be eligible to provide Services under this Agreement. Upon request, DSS shall annually provide Client with certification that all applicable criminal history background checks have been completed. Client reserves the right to refuse entry onto its grounds to any individual whose background check does not meet the requirements established by Client pursuant to law.

7. OWNERSHIP.

A. Client Data and Records. Client retains all right, title and interest in and to all Client Data, including Client’s books, records, and accounting entries, whether maintained in Client’s systems or prepared by DSS on Client’s behalf. DSS’s right to access and use Client Data is limited to the right to access and use such Client Data for the purpose of providing the Services or as may otherwise be explicitly set forth in this Agreement. No other rights with respect to Client Data are implied. Client Data shall at all times be classified and treated as Client’s Confidential Information. DSS acknowledges that certain Client records may be public or governmental records subject to records retention requirements under law, and DSS will not destroy original Client records except at Client’s direction.

B. Deliverables. Upon Client’s payment of the applicable fees, Client will own the Deliverables. DSS may retain copies of its working papers and Deliverables for its professional records, subject to Section 8 (Confidentiality and Data Protection).

C. DSS Materials. DSS owns all rights, title and interest in and to the DSS Materials, including all intellectual property rights therein. To the extent any DSS Materials are incorporated into a Deliverable, DSS grants Client a perpetual, non-exclusive, royalty-free license to use such DSS Materials as part of that Deliverable for Client’s internal purposes. All rights not expressly granted herein are reserved by DSS.

D. Trademarks. Certain marks, words and logos used by DSS constitute trademarks, trade names, or service marks belonging to DSS or its licensors. Except as expressly permitted in this Agreement, the Client is not authorized to use any such marks. Ownership of all such marks and the goodwill associated therewith remains with DSS or its licensors.

E. Client Data on DSS Systems. Unless an Order expressly requires otherwise, DSS may create, send, receive, and store Client Data using systems that DSS owns or manages, including DSS email accounts and domains, file storage and collaboration platforms, and the Software (collectively, “DSS Systems”), rather than accounts or systems issued by Client. When DSS personnel communicate on Client’s behalf with Client’s vendors, auditors, regulators, or other third parties, they may do so from DSS email accounts and will identify DSS as acting on Client’s behalf. Storing Client Data on DSS Systems does not change Client’s ownership of it. Client Data on DSS Systems remains Client’s property and Confidential Information under Sections 7.A and 8 and is protected under Section 8.H (Security Practices). At Client’s written request at any time during the Term, and upon expiration or termination under Section 5.D, DSS will deliver to Client copies of the Client Data maintained on DSS Systems, including email correspondence sent or received on Client’s behalf, in a commonly used electronic format (such as PDF, EML, PST, or native file format) within ten (10) business days, or sooner where reasonably needed for Client to meet a legal deadline. If Client receives a request under a Public Information Act, or is subject to a records retention requirement, litigation hold, audit, or investigation involving Client Data maintained on DSS Systems, DSS will promptly provide the responsive Client Data to Client and will preserve it as Client reasonably directs. DSS will not delete Client Data from DSS Systems that constitutes a Client record subject to records retention requirements except after delivering a copy to Client or at Client’s direction. DSS will not charge for delivering Client Data under this Section, except that requests not needed to meet a legal obligation and requiring substantial effort beyond a standard export may be billed as Additional Services with Client’s prior approval. DSS’s internal communications, working papers, and DSS Materials are not Client Data, but any Client Data they contain remains subject to this Agreement. At Client’s election, Client may instead issue Client-domain email accounts to DSS personnel, in which case Section 8.F (System and Bank Access) applies to those accounts.

8. CONFIDENTIALITY AND DATA PROTECTION.

A. The parties agree that during the course of performance under this Agreement, each party may disclose to the other party certain information which (i) is disclosed in a tangible or visual form and clearly labeled as “Confidential”; (ii) is disclosed in an oral, non-tangible or visual form, identified at the time of disclosure as confidential and confirmed in writing within thirty (30) days; or (iii) is identified and treated as confidential by the disclosing party and, given the circumstances of disclosure and/or the nature of the information, the recipient knew or should reasonably have known the information was confidential (collectively, the “Confidential Information”). For purposes of clarification and in addition to the Confidential Information addressed in the previous sentence, DSS Materials shall be deemed DSS’s Confidential Information, and all Client Data shall be deemed to be the Client’s Confidential Information. Confidential Information does not include information which (a) is rightfully in the possession of the receiving party at the time of disclosure as shown by the receiving party’s files and records immediately prior to the time of disclosure; (b) prior to or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party; (c) is approved in writing for release by the disclosing party; or (d) is independently developed by the receiving party without use of or reference to any Confidential Information of the disclosing party.

B. Each party agrees not to use the Confidential Information disclosed to it by the other party for any purpose except as necessary to perform its obligations under this Agreement. Neither party will disclose the Confidential Information of the other party to third parties or to the first party’s employees except employees, subcontractors, and service providers who are required to have the information in order to carry out such party’s obligations hereunder and who have agreed in writing, as a condition of employment, engagement or otherwise (or who are otherwise bound by fiduciary duty or rules of professional conduct), to protect the Confidential Information with terms no less stringent than are imposed by this Section. Notwithstanding the above, DSS may use information about the Services that has been aggregated and de-identified (“Aggregated Data”) to measure and improve its Services and develop benchmarks and insights; provided, that Aggregated Data will not identify Client or any individual and will not include Personal Data. “Personal Data” means nonpublic, personally identifiable information of or concerning any individual, including Client’s employees, students, parents, and vendors. Each party agrees that it will use the same standard of care that it uses in protecting its own Confidential Information, but in no case less than reasonable care. Each party agrees to promptly notify the other in writing of any misuse or misappropriation of Confidential Information of the other party that may come to its attention.

C. The confidentiality and non-use obligations of each receiving party under this Agreement will survive expiration or termination of this Agreement for a period of five (5) years; except that such obligations shall survive indefinitely with respect to (i) Personal Data, and (ii) each disclosing party’s trade secrets so long as they remain eligible for trade secret protection under prevailing law. In the event of any expiration or termination of this Agreement, or upon request by the disclosing party, the receiving party shall cease all use of the other party’s Confidential Information and return to the disclosing party all copies of the disclosing party’s Confidential Information in the receiving party’s possession or control, or destroy the same and certify as to its destruction, subject to Section 7.A (regarding original Client records) and Section 7.B (regarding DSS’s professional records). The receiving party will not be required to immediately destroy an archive copy of the disclosing party’s Confidential Information made for backup purposes in the ordinary course; provided that such archive copy will be subject to the ongoing obligations of confidentiality and non-use contained herein and shall be destroyed in the ordinary course of business, or with respect to Personal Data, within a shorter period as is necessary to comply with prevailing law.

D. Sensitive Data. Client acknowledges that performing the Services may require DSS to access or process sensitive information, including employee personal information (such as Social Security numbers, compensation, benefits, and tax information), bank account and payment information, and, where necessary for the Services, education records or personally identifiable student information (collectively, “Sensitive Data”). DSS will: (i) access and use Sensitive Data only as necessary to perform the Services; (ii) limit access to Sensitive Data to personnel who need it to perform the Services and who are bound by confidentiality obligations; (iii) protect Sensitive Data using the safeguards described in Section 8.H; and (iv) not sell, rent, or otherwise disclose Sensitive Data except as permitted by this Agreement or required by law. Client will provide only the Sensitive Data reasonably necessary for the Services and will transmit Sensitive Data using secure methods agreed by the parties.

E. Student Records. To the extent DSS receives education records or personally identifiable information from performing the Services, DSS is designated a “school official” with a “legitimate educational interest” under the Family Educational Rights and Privacy Act (“FERPA”) and 34 C.F.R. § 99.31(a)(1)(i)(B), is under Client’s direct control with respect to the use and maintenance of such records, and will not redisclose such information except as permitted by FERPA. If Client requires a separate student data privacy agreement, the parties will execute it, and that agreement will control with respect to student data.

F. System and Bank Access. Where the Services require DSS to access Client’s accounting, payroll, banking, or other systems, Client will issue individual credentials to DSS personnel with access rights limited to what is needed for the Services, and Client will retain control over user rights and approval workflows. DSS will use such credentials only to perform the Services.

G. Compelled Disclosure. In the event that the receiving party is required by applicable law, regulation or any competent judicial, supervisory or regulatory body to disclose any of the Confidential Information, the receiving party shall, to the extent legally permitted, provide the disclosing party with prompt written notice of any such requirement so that the disclosing party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of such order or waiver, the receiving party is nonetheless compelled to disclose such Confidential Information, then it may disclose only such portion of the Confidential Information which it is legally compelled to disclose. This Section is subject to Section 12.Q (Public Information Acts).

H. Security Practices. During the Term, DSS will implement and maintain reasonable administrative, physical and technical safeguards designed to protect Client Data against unauthorized access, use, disclosure, alteration, and loss, including, as appropriate, multi-factor authentication, encryption of Sensitive Data in transit and at rest, access controls, background checks, and security awareness training for DSS personnel. During the Term, DSS will not materially diminish these protections.

I. Security Incidents. If DSS confirms any unauthorized access to, or acquisition, disclosure, or loss of, Client Data in DSS’s possession or control (a “Security Incident”), DSS will notify Client without undue delay, and in any event within seventy-two (72) hours after confirmation; take reasonable steps to contain and remediate the Security Incident; and reasonably cooperate with Client, including in meeting any notification obligations under applicable law.

J. Each party shall comply with applicable laws and regulations governing Personal Data, including, as applicable, FERPA and school law.

9. REPRESENTATIONS AND WARRANTIES.

A. Representations. Each party hereby represents and warrants to the other that (i) such party has the right, power and authority to enter into this Agreement and to fully perform all its obligations hereunder; and (ii) the making of this Agreement does not violate any agreement existing between such party and any third party.

B. Limited-Service Warranty. DSS warrants that it will perform the Services in a professional and workmanlike manner, using qualified personnel, consistent with generally recognized standards for similar services and with the applicable Order or SOW.

C. In the event that Client notifies DSS in writing of a breach of the foregoing warranty, DSS shall re-perform the non-conforming Services or otherwise correct the reported non-conformity, at no additional charge to Client, or if DSS determines such remedy to be impracticable, Client may terminate the affected Order. The foregoing remedy shall be Client’s sole and exclusive remedy for any breach of warranty hereunder.

D. Reliance on Client Information. DSS will rely on the information, records, and representations provided by Client and its personnel and other vendors and is not required to audit or independently verify such information unless an Order or SOW expressly provides otherwise. DSS does not guarantee any particular outcome, including audit results, financial integrity ratings, funding determinations, or regulatory approvals.

10. INDEMNIFICATION.

A. By DSS. DSS shall, at its own expense, indemnify, defend and hold the Client harmless from and against any damages and expenses (including reasonable attorneys’ fees) finally awarded as a result of third party claims (i) that the Deliverables or Software, when used in accordance with this Agreement, infringe or misappropriate the intellectual property rights of a third party; or (ii) for bodily injury or damage to tangible property to the extent caused by the negligence or willful misconduct of DSS personnel while on Client premises; provided DSS receives prompt notice and the opportunity to provide the defense and participate in the litigation and settlement negotiations. DSS shall have no obligation under clause (i) for any claim to the extent based upon (a) modification of a Deliverable or the Software by anyone other than DSS; (b) use of the Software other than in accordance with DSS’s documentation; or (c) combination of a Deliverable or the Software with materials not provided by DSS if such infringement would have been avoided but for such combination. If any Deliverable or Software is, or DSS believes is likely to be, alleged or held to infringe, DSS may, at its option and expense, (a) procure for Client the right to continue using it, (b) replace or modify it so that it does not infringe, or, if neither is commercially feasible, (c) terminate the affected Services and refund any prepaid fees for the affected Services for the remainder of the then-current Subscription Term. THE FOREGOING CONSTITUTES DSS’S ENTIRE LIABILITY, AND CLIENT’S SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO ANY THIRD-PARTY CLAIMS OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

B. By Client. To the extent permitted by applicable law and subject to Section 12.C (Governmental Immunity) and Section 12.D (Governmental Limitations), Client shall defend, indemnify and hold DSS harmless from and against any and all claims, damages and expenses (including reasonable attorneys’ fees) arising from:

(i) Client’s violation of this Agreement; or

(ii) Client’s violation of any third party intellectual property or privacy right; provided, that DSS (a) promptly gives the Client written notice of the claim; (b) gives the Client control of the defense and settlement of the claim (provided that the Client may not settle any claim unless the settlement unconditionally releases DSS of all liability); and (c) provides to Client all reasonable assistance, at Client’s expense. DSS may participate in the defense and settlement activities with counsel of its choosing at its expense.

11. DISCLAIMERS, LIMITATION OF DAMAGES AND LIABILITY.

A. DISCLAIMERS AND EXCLUSIVE REMEDY.

EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN SECTION 9 (REPRESENTATIONS AND WARRANTIES) AND EXHIBIT A (SOFTWARE TERMS), THE SERVICES, DELIVERABLES, AND SOFTWARE ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR TRADE USAGE AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. DSS DOES NOT WARRANT THAT THE SERVICES OR SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR WILL MEET CLIENT’S REQUIREMENTS EXCEPT AS EXPRESSLY SET FORTH IN THE APPLICABLE ORDER OR SOW.

B. INDIRECT AND CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCLUDING THE INDEMNIFICATION OBLIGATIONS IN SECTION 10 OR CLAIMS, LIABILITIES OR LOSSES ARISING FROM FRAUD OR INTENTIONAL MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR THE SERVICES PROVIDED, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

C. LIMITATION OF LIABILITY. EXCEPT WITH RESPECT TO LIABILITIES OR LOSSES ARISING FROM FRAUD OR INTENTIONAL MISCONDUCT AND CLIENT’S OBLIGATION TO PAY FEES DUE, IN NO EVENT WILL EITHER PARTY’S AGGREGATE, CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ALL ORDERS EXCEED (I) THE SUM OF THE AMOUNTS PAID AND PAYABLE BY CLIENT TO DSS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, OR (II) TWO (2) TIMES THE AMOUNT IN SUBSECTION (I) WITH RESPECT TO A PARTY’S INDEMNITY OBLIGATIONS UNDER SECTION 10 OR LIABILITIES OR LOSSES RESULTING FROM EITHER PARTY’S BREACH OF ITS OBLIGATIONS UNDER SECTION 8 (CONFIDENTIALITY AND DATA PROTECTION), WHICH FOR CLARITY, INCLUDES ALL DATA PRIVACY AND INFORMATION SECURITY OBLIGATIONS. THESE LIMITATIONS ARE CUMULATIVE FOR ALL CLAIMS HOWSOEVER ARISING UNDER ALL ORDERS AND STATEMENTS OF WORK AND SHALL APPLY EVEN IF THE REMEDIES PROVIDED IN THIS AGREEMENT SHALL FAIL OF THEIR ESSENTIAL PURPOSE.

D. BASIS OF BARGAIN. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING SECTIONS ON WARRANTIES AND DISCLAIMERS, INDEMNIFICATION AND LIMITATION OF LIABILITY FAIRLY ALLOCATE THE RISKS BETWEEN THE PARTIES, ARE REFLECTED IN THE FEES CHARGED FOR THE SERVICES, AND ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

12. GENERAL PROVISIONS.

A. Notices. Client agrees to provide DSS with the email addresses of its primary contact and billing contact, and to promptly notify DSS of any changes. Except as otherwise provided in this Agreement, DSS may provide notices, statements, and other communications to Client by email to those contacts. DSS shall not be liable for consequences resulting from Client’s failure to provide or update its notice of contacts. Legal notices to the Client may at DSS’s option also be sent to the address on the Order or that the Client has last provided. Legal notices to DSS should be sent to DSS Consulting Group, LLC d/b/a Dynamic Support Solutions, 1600 Corporate Court, Suite 100, Irving, TX 75038, Attention: Legal Department, or by email to legal@dssedu.com.

B. Governing Law, Jurisdiction and Dispute Resolution. For Clients that are governmental entities, this Agreement is governed by the laws of the state in which Client is located, and venue lies in the county of Client's principal office. For Clients that are not governmental entities, each party agrees to the applicable governing law of the State of Texas without regard to choice or conflicts of law rules, and except for actions seeking injunctive relief, the parties agree to the exclusive jurisdiction of the federal and state courts in Dallas County, Texas. Excluding actions seeking injunctive relief, in the event of any disputes arising with respect to this Agreement or an Order, before taking formal action, the parties will make reasonable attempts to resolve the dispute amicably between them within thirty (30) days from the date that one party notifies the other of such dispute in reasonable detail.

C. Governmental Immunity. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, DSS ACKNOWLEDGES, STIPULATES, AND AGREES THAT NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WAIVER OF ANY STATUTORY OR GOVERNMENTAL IMMUNITY FROM SUIT AND/OR LIABILITY AVAILABLE TO CLIENT UNDER APPLICABLE LAW.

D. Governmental Limitations. NOTWITHSTANDING THE FOREGOING, THE PARTIES ARE AWARE THAT THERE ARE CONSTITUTIONAL AND STATUTORY LIMITATIONS ON THE AUTHORITY OF A PUBLIC SCHOOL CLIENT TO ENTER INTO CERTAIN TERMS AND CONDITIONS OF THE AGREEMENT, INCLUDING BUT NOT LIMITED TO THOSE TERMS AND CONDITIONS RELATING TO LIENS ON CLIENT’S PROPERTY; DISCLAIMERS AND LIMITATIONS OF WARRANTIES; DISCLAIMERS AND LIMITATIONS OF LIABILITY FOR DAMAGES; WAIVERS, DISCLAIMERS, AND LIMITATIONS OF LEGAL RIGHTS, REMEDIES, REQUIREMENTS, AND PROCESSES; LIMITATIONS OF PERIODS TO BRING LEGAL ACTION; GRANTING CONTROL OF LITIGATION OR SETTLEMENT TO ANOTHER PARTY; LIABILITY FOR ACTS OR OMISSIONS OF THIRD PARTIES; PAYMENT OF ATTORNEYS’ FEES; DISPUTE RESOLUTION; INDEMNITIES; AND CONFIDENTIALITY (COLLECTIVELY, THE “LIMITATIONS”), AND TERMS AND CONDITIONS RELATED TO THE LIMITATIONS WILL NOT BE BINDING ON CLIENT EXCEPT TO THE EXTENT AUTHORIZED BY THE LAWS AND CONSTITUTION OF THE STATE IN WHICH CLIENT IS HEADQUARTERED.

E. Independent Contractor; Taxes. DSS is responsible for filing its own tax returns and paying all federal, state, and local taxes, withholdings, and contributions applicable to DSS and its personnel in accordance with applicable law. DSS agrees to indemnify Client for any damages or expenses, including attorneys’ fees and legal expenses, if any, incurred by Client as a result of DSS’s failure to make such required payments.

F. Ineligibility for Nonpayment of Child Support. For Texas based Clients, pursuant to Texas Family Code § 231.006(d), regarding child support, DSS certifies that DSS is not ineligible to receive the compensation specified in this Agreement and acknowledges that this Agreement may be terminated and payment may be withheld if this certification is inaccurate.

G. Anti-Bribery and Anti-Corruption. DSS is committed to conducting business that is free from any and all forms of corruption or bribery, including kickbacks, money laundering and fraud. Each party agrees not to directly or indirectly offer, promise, provide or accept anything of value to or from the other party’s employee, a government official or commercial business partner in violation of any applicable anti-bribery or anti-corruption laws, including ethics and procurement laws, in connection with this Agreement.

H. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable or contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

I. Insurance. DSS will, at its expense, during the Term, purchase and maintain insurance policies with an insurance company with the following minimum limits:

(i) Commercial General Liability Insurance, with limits not less than $1,000,000 per occurrence and $2,000,000 in the aggregate, covering bodily injury, personal injury and property damage;

(ii) Workers Compensation and Employers Liability Insurance as required by applicable laws, in amounts that meet or exceed those required by applicable laws.

(iii) If any of such insurance policies are to be modified or canceled during the Term of this Agreement in a way that would materially affect the coverage required hereunder, DSS will provide written notice to Client at least thirty (30) days prior to such modification or cancellation. DSS will, upon the Client’s request, provide the Client with certificates of insurance evidencing coverage of the types and limits set forth above.

J. Survival. Sections 4 (Fees, Invoicing and Renewal) (surviving until all fees and charges are paid), 5.D (Effect of Termination), 7 (Ownership), 8 (Confidentiality and Data Protection) (surviving for the term specified therein), 10 (Indemnification), 11 (Disclaimers, Limitation of Damages and Liability), and 12 (General Provisions), shall survive expiration or termination of this Agreement.

K. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, DSS may assign this Agreement in its entirety, upon written notice to Client and without Client’s consent, to an affiliate of DSS provided the assignee accepts full responsibility for DSS’s obligations hereunder, or to a successor in interest pursuant to a merger, acquisition, corporate reorganization, or sale of all or substantially all of DSS’s assets. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

L. Publicity.

(i) Neither party will make any news or press release regarding this Agreement without the other party’s prior written consent. Client grants DSS the right to include the Client’s name and logo as a client in DSS’s promotional materials; provided however, that the Client can opt to have its name excluded from such use by sending an email request to info@dssedu.com with the subject line “Non-use of Client Name.”

(ii) Subject in each case to the Client’s agreement and only on an occasional basis, DSS may ask that Client consider, in its sole discretion, making a representative available to serve as a non-public reference to DSS’s prospective clients to discuss Client’s experience working with DSS; and to work with DSS in developing and publishing case studies that describe the Client’s use of the Services.

M. Force Majeure. Except for the nonpayment of money due, neither party shall be liable for any delay or failure in performance due to circumstances beyond its reasonable control, including, without limitation, acts of God, acts of government, flood, fire, severe weather, earthquakes, pandemics, civil unrest, acts of terror, strikes or other labor problems, or widespread Internet, utility, or third-party system outages (“Extraordinary Circumstances”); provided, that if such Extraordinary Circumstances prevent performance of the Services for thirty (30) consecutive days, either party may terminate the affected Order upon written notice.

N. Compliance with Federal, State and Local Laws. Each party agrees that the Services provided hereunder shall be delivered and used in accordance with all applicable federal, state, and local laws and regulations.

O. Other Government Contracting Requirements. To the extent applicable to Client and to the value of the Order, DSS will provide such additional certifications, verifications, and disclosures as are required by the procurement and public contracting laws of the state in which Client is located.

P. Texas Government Contracting Requirements. To the extent applicable to Client and to the value of the Order: (i) DSS will submit a Certificate of Interested Parties (Form 1295) as required by Section 2252.908 of the Texas Government Code; (ii) DSS verifies that it does not boycott Israel and will not boycott Israel during the Term, as described in Chapter 2271 of the Texas Government Code; (iii) DSS verifies that it does not boycott energy companies and will not do so during the Term, as described in Chapter 2276 of the Texas Government Code; (iv) DSS verifies that it does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association, as described in Chapter 2274 of the Texas Government Code; and (v) DSS represents that it is not identified on a list prepared and maintained under Section 2252.153 or 2270.0201 of the Texas Government Code. If the Services are paid in whole or in part with federal funds, DSS will comply with the applicable contract provisions of 2 C.F.R. Part 200, Appendix II, and certifies that neither it nor its principals are debarred, suspended, or otherwise excluded from participation in federal programs.

Q. Public Information Acts. The parties acknowledge that Client may be subject to various federal, state, or local public records laws (collectively, "Public Information Acts"). DSS understands and agrees that Client may be required to disclose information pertaining to this Agreement or DSS’s Services to third parties in accordance with these laws.

(i) General Disclosure Obligations. In the event Client receives a request for records relating to DSS or this Agreement, Client will provide DSS with notice of the request as soon as reasonably practicable. It shall be the sole responsibility of DSS to take the necessary legal steps, including the preparation of briefs, arguments, or seeking protective orders to prevent the disclosure of any information it deems proprietary or confidential. Client shall have no obligation to initiate or participate in any legal proceeding to protect DSS’s information.

(ii) Specific Disclosure Obligations.

(a) For work performed in or on behalf of entities subject to Texas law, the parties understand and agree that the Client is subject to the Texas Public Information Act, codified in Chapter 552 of the Texas Government Code (the “TPIA”). Client’s obligation to protect Confidential Information belonging to DSS in the event of a records request is solely limited to the ten (10) business day response period for requesting an Attorney General opinion pursuant to section 552.301(a)–(b) of the TPIA. If the Client receives a request for public information related in any manner to this Agreement, the Client shall inform DSS of the request in the manner and time specified by section 552.305 of the TPIA. It shall then be the sole responsibility of DSS to prepare a timely submission, including but not limited to documents, legal briefs, and arguments, to the Attorney General as may be necessary to protect any Confidential Information from disclosure under the TPIA. In the event of an adverse decision from the Attorney General’s office requiring disclosure of Confidential Information, the parties understand and agree that Client is not in violation of this Agreement in releasing such materials in conformity with the decision of the Attorney General.

(iii) Release and Indemnity. DSS HEREBY RELEASES CLIENT FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, OR LIABILITY ARISING FROM THE RELEASE OF INFORMATION PURSUANT TO A PUBLIC INFORMATION ACT REQUEST OR AN ORDER FROM A GOVERNMENTAL BODY OF COMPETENT JURISDICTION. Client shall not be obligated to appeal any decision requiring the disclosure of information.

R. Relationship of the Parties. The parties are independent contractors, and this Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third-party beneficiaries to this Agreement, except that the DataWise Operator is an intended third-party beneficiary of, and may directly enforce, Section 7.C (DSS Materials) and Sections A (Access Rights) and B (Restrictions) of Exhibit A.

S. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies available to a party at law or in equity.

T. Entire Agreement. This Agreement and any Orders and SOWs constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Any pre-printed terms and conditions of any purchase order or other instrument issued by Client in connection with this Agreement which are in addition to, inconsistent with or different from the terms and conditions of this Agreement shall be of no force or effect. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. In the event of any conflict or inconsistency between the provisions of this Agreement and any Order or SOW, this Agreement shall control, except where the Order or SOW expressly identifies the provision of this Agreement it is intended to modify.

EXHIBIT A – SOFTWARE TERMS

This Exhibit A applies only if an Order includes access to Software, whether purchased on its own or included with Subscription Services. Capitalized terms not defined in this Exhibit have the meanings given in the Agreement.

A. Access Rights. Subject to Client’s compliance with the Agreement and payment of applicable fees, DSS grants Client a limited, non-exclusive, non-transferable, non-sublicensable right during the Term for Client’s employees and authorized contractors (“Authorized Users”) to access and use the Software solely for Client’s internal business purposes. The Software is not sold but licensed. Client is responsible for its Authorized Users’ compliance with the Agreement and for maintaining the security of their login credentials.

B. Restrictions. Client will not (and will not allow any third party to) copy, modify, create derivative works of, reverse engineer, disassemble, or decompile the Software or otherwise attempt to discover its source code; remove any proprietary notices; use the Software to build a similar or competitive product or service; or take any action intended to interfere with or disrupt the Software or obtain unauthorized access to it.

C. Updates. DSS hosts the Software and may update its functionality and user interface from time to time, provided that such updates will not materially decrease the functionality of the Software during the Term.

D. Availability. DSS will use commercially reasonable efforts to make the Software available twenty-four (24) hours a day, seven (7) days a week, except for (i) Planned Maintenance, and (ii) unavailability caused by Extraordinary Circumstances. “Planned Maintenance” means maintenance for which DSS provides at least forty-eight (48) hours’ prior notice by email or in-application notification, conducted between 6:00 p.m. and 12:00 a.m. Central Time; DSS may elect not to give advance notice of maintenance expected to cause less than five (5) minutes of downtime.

E. Support. DSS will provide any technical support for the Software included in the Order during DSS’s normal business hours.

F. Usage-Based Fees. If Software fees are based on a usage metric stated in the Order (such as the number of Authorized Users or entities), usage will be measured on a calendar month basis, and usage in excess of the quantity committed in the Order will be invoiced monthly at the rate stated in the Order.

G. Security Suspension. If DSS detects suspicious activity or receives credible information regarding unauthorized use of Client’s Software account or a demonstrable threat to Client Data or the Software, DSS may suspend affected access to the Software. DSS will promptly provide Client a written description of the reason for the suspension and work with Client in good faith to resolve the matter and restore access. If the matter is not resolved within ten (10) days of suspension, either party may terminate the affected Order upon written notice, and, unless the suspension was caused by Client’s breach, DSS will refund any prepaid Software fees covering the period after termination.

H. Client Data in the Software. Client may export its Client Data from the Software at any time during the Term. Upon Client’s request made before or within thirty (30) days after expiration or termination, DSS will provide Client Data stored in the Software in a commonly used format. Thereafter, DSS may delete such Client Data in accordance with its retention practices and applicable law.

I. Feedback. If Client provides suggestions or other feedback about the Software, DSS may use that feedback without restriction or obligation, provided that DSS will not identify Client or disclose Client’s Confidential Information in doing so.

J. Third-Party Integrations. DSS has no obligation to support integrations with third-party tools, platforms, or programs unless expressly stated in the Order.

K. Software Warranty. DSS warrants that the Software will perform materially in accordance with its documentation during the Term, and that DSS uses industry-standard safeguards, including commercially reasonable anti-malware controls, designed to prevent the introduction of viruses, malware, or other malicious code into the Software. Client’s remedies for breach of this warranty are those set forth in Section 9.C of the Agreement.

L. DataWise. DSS licenses DataWise to Client under this Exhibit A and has licensed the DataWise Operator to develop, host, maintain, support, and operate DataWise. DSS may perform any of its obligations relating to DataWise through the DataWise Operator, which will be treated as DSS’s subcontractor and service provider for purposes of Sections 6.A and 8.B of the Agreement. DSS remains responsible to Client for the DataWise Operator’s performance and for its compliance with Section 8 (Confidentiality and Data Protection) as if performed by DSS. Client’s rights and remedies relating to DataWise are solely against DSS under the Agreement, and Client is not required to enter into a separate agreement with the DataWise Operator. The Agreement controls over any conflicting terms of use or other terms presented within DataWise.