Master Service Agreement

1. Definitions

For the purposes of this Master Service Agreement (“Agreement”), the following terms shall have the meanings set forth below:

• “Agreement”– This Master Service Agreement, together with all exhibits, schedules, and incorporated documents, including the Service Level Agreement and Data Processing Agreement.
• “Customer”– The educational institution, organization, or entity entering into this Agreement with Ludwitt for the use of the Services.
• “Authorized Users”– Students, educators, administrators, and other individuals authorized by the Customer to access and use the Services under the Customer’s license.
• “Services”– The Ludwitt adaptive learning platform, including all features, tools, APIs, integrations, and related support services made available under this Agreement.
• “Confidential Information”– Any non-public information disclosed by either party to the other, whether orally, in writing, or electronically, that is designated as confidential or that reasonably should be understood to be confidential.
• “Intellectual Property”– All patents, copyrights, trademarks, trade secrets, and other proprietary rights in the Services, platform, algorithms, content, and documentation.

2. License Grant

Subject to the terms and conditions of this Agreement and the Customer’s payment of all applicable fees, Ludwitt grants the Customer a non-exclusive, non-transferable, revocable license during the subscription term to:

• Access and use the Services for the Customer’s internal educational purposes.
• Permit Authorized Users to access and use the Services up to the licensed seat count.
• Integrate the Services with the Customer’s learning management system (LMS) via supported protocols (LTI, SAML).

The Customer shall not sublicense, resell, distribute, or make the Services available to any third party except Authorized Users.

3. Subscription Terms & Fees

Institutional licensing is priced on a per-seat, per-month basis with volume discounts applied based on the total number of licensed seats:

Additional volume discounts may be negotiated for multi-year commitments or consortium purchases. Billing frequency options include monthly, quarterly (5% discount), and annual (15% discount).

4. Payment Terms

The following payment terms apply to institutional customers:

• Purchase Orders– Ludwitt accepts purchase orders (POs) from accredited educational institutions and government agencies.
• Net-30– Standard payment terms are Net-30 from the date of invoice for institutional customers.
• Net-60– Extended Net-60 payment terms are available for Enterprise tier customers upon request.
• Payment methods– Ludwitt accepts payment via ACH transfer, wire transfer, check, and credit card (via Stripe).
• Late payments– Overdue invoices may be subject to a late payment fee of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower.

5. Service Level Agreement

Ludwitt commits to the service levels described in the Service Level Agreement (SLA), which is incorporated into this Agreement by reference. The SLA includes:

• 99.9% monthly uptime guarantee
• Defined incident response and resolution targets
• Service credit remedies for downtime exceeding agreed thresholds
• Scheduled maintenance notification procedures
• Tiered support levels based on subscription plan

6. Data Processing Agreement

The processing of Personal Data under this Agreement is governed by the Data Processing Agreement (DPA), which is incorporated into this Agreement by reference. The DPA covers:

• Data processing scope and purpose
• Sub-processor disclosures and data isolation practices
• Security measures (encryption, RBAC, MFA)
• FERPA and COPPA compliance obligations
• Breach notification procedures
• Data return and deletion upon termination

7. Intellectual Property Rights

Ownership of intellectual property is allocated as follows:

• Ludwitt IP– Ludwitt retains all right, title, and interest in and to the Services, platform, algorithms, software, documentation, and all related intellectual property. Nothing in this Agreement transfers ownership of Ludwitt’s IP to the Customer.
• Customer Data– The Customer retains all right, title, and interest in and to its data, including student records, educator content, and institutional data submitted to or generated within the Services.
• Aggregate data– Ludwitt may use anonymized, aggregated data derived from the Customer’s use of the Services for purposes of improving the platform, provided that such data cannot be used to identify any individual Data Subject or the Customer.

8. Confidentiality

Each party agrees to hold the other party’s Confidential Information in strict confidence for a period of three (3) years from the date of disclosure and to use such Confidential Information solely for the purposes of this Agreement. The receiving party shall not disclose Confidential Information to any third party except:

• To employees, contractors, or agents who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.
• As required by law, regulation, or court order, provided the receiving party gives prompt written notice to the disclosing party (where permitted).
• Information that is or becomes publicly available through no fault of the receiving party.
• Information independently developed by the receiving party without reference to the Confidential Information.
• Information lawfully received from a third party without restriction on disclosure.

9. Warranties

Ludwitt warrants that:

• The Services will substantially conform to the documentation and specifications made available to the Customer.
• The platform will maintain an uptime of 99.9% as measured on a monthly basis, in accordance with the SLA.
• Ludwitt has the right and authority to grant the licenses contemplated by this Agreement.
• The Services will be provided in a professional and workmanlike manner consistent with generally accepted industry standards.
• To Ludwitt’s knowledge, the Services do not infringe any third-party intellectual property rights.

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND LUDWITT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• Liability cap– Ludwitt’s total aggregate liability under this Agreement shall not exceed the total fees paid by the Customer to Ludwitt during the twelve (12) months immediately preceding the event giving rise to the claim.
• No consequential damages– Neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunity, regardless of the cause of action or theory of liability.
• Exceptions– The limitations in this section shall not apply to (a) breaches of confidentiality obligations, (b) indemnification obligations, (c) willful misconduct or gross negligence, or (d) Ludwitt’s obligations under the DPA with respect to data breaches.

11. Indemnification

The parties agree to mutual indemnification as follows:

• By Ludwitt– Ludwitt shall defend, indemnify, and hold harmless the Customer from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising from (a) Ludwitt’s infringement of any third-party intellectual property rights, or (b) a data breach caused by Ludwitt’s failure to comply with its obligations under this Agreement or the DPA.
• By Customer– The Customer shall defend, indemnify, and hold harmless Ludwitt from and against any third-party claims, damages, losses, and expenses arising from (a) the Customer’s use of the Services in violation of this Agreement, or (b) any content, data, or materials provided by the Customer or its Authorized Users.

12. Term & Termination

The term and termination provisions of this Agreement are as follows:

• Initial term– The initial term of this Agreement is one (1) year from the Effective Date, unless a different term is specified in an Order Form.
• Auto-renewal– This Agreement shall automatically renew for successive one-year periods unless either party provides written notice of non-renewal at least 90 days prior to the end of the then-current term.
• Termination for cause– Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 30 days of receiving written notice of the breach.
• Termination for convenience– Either party may terminate this Agreement for convenience by providing 90 days’ written notice to the other party.

13. Effects of Termination

Upon termination or expiration of this Agreement:

• Data export– The Customer may request a complete export of all Customer Data in JSON format within 30 days of the termination date.
• Data deletion– Ludwitt shall securely delete all Customer Data within 90 days of the termination date, unless otherwise required by applicable law.
• Access cessation– All Authorized Users’ access to the Services shall be terminated on the effective date of termination.
• Survival– The following sections shall survive termination or expiration of this Agreement: Definitions, Intellectual Property Rights, Confidentiality, Limitation of Liability, Indemnification, and General Provisions.
• Accrued obligations– Termination shall not relieve either party of any obligations accrued prior to the effective date of termination, including payment of fees for services rendered.

14. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of laws principles. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the federal or state courts located in Wilmington, Delaware, and the parties hereby consent to the personal jurisdiction and venue of such courts.

15. General Provisions

• Entire Agreement– This Agreement, together with its exhibits and incorporated documents (including the SLA and DPA), constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, representations, and understandings.
• Severability– If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver– No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. A waiver of any provision shall not constitute a waiver of any other provision.
• Assignment– Neither party may assign this Agreement without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of all or substantially all of its assets.
• Force Majeure– Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including natural disasters, acts of government, pandemic, war, terrorism, labor disputes, or failure of third-party infrastructure.
• Notices– All notices required under this Agreement shall be in writing and delivered by email (with confirmation of receipt), certified mail, or nationally recognized overnight courier to the addresses specified in the applicable Order Form.