LightLeapAI^® Master Subscription Agreement (Institutional)

This Master Subscription Agreement ("MSA") is between N2N Services, Inc., a Georgia corporation ("N2N"), and the institution identified in an Order Form that references this MSA ("Customer"). It becomes binding on Customer when N2N and Customer sign an Order Form that incorporates it.

1. Contract Documents

1.1 Contract Documents. The "Contract Documents" are: (a) each Order Form executed by N2N and Customer, including any Special Terms; (b) the Public Sector Addendum, if elected in the Order Form; (c) the DSA; (d) this MSA; and (e) the following documents, each in the version identified in the Order Form: the Product Terms, the Support and Service Level Policy ("SLA"), the Security Exhibit, the Business Associate Addendum (only when activated under the DSA), the Insurance Commitments, and the LightLeapAI® Terms of Service and Acceptable Use Policy ("ToS/AUP").

1.2 Order of Precedence. If the Contract Documents conflict, they control in this order: (a) Special Terms in an Order Form; (b) the Public Sector Addendum; (c) the DSA, on matters concerning the use, handling, and protection of Customer Data; (d) the Order Form (other than Special Terms); (e) this MSA; (f) the Product Terms; (g) the SLA and Security Exhibit; and (h) the ToS/AUP. Special Terms apply only to the Order Form that contains them unless they expressly state otherwise.

1.3 Version Control. The Order Form lists the version of each posted Contract Document that applies to Customer. Those versions remain in effect for the Subscription Term in which the Order Form is executed. N2N keeps every version available at lightleap.ai/legal/ for at least seven (7) years after it is superseded.

1.4 Updates During a Subscription Term. N2N may publish new versions of posted Contract Documents. A new version applies to Customer during a current Subscription Term only if (a) it does not materially decrease N2N's security, privacy, data protection, or service level commitments, and (b) N2N gives Customer at least thirty (30) days' notice before it takes effect. Any other change applies to Customer only (i) at the start of the next Renewal Term under Section 1.5, or (ii) if Customer accepts it in writing.

1.5 Versions at Renewal. At least ninety (90) days before a Renewal Term begins, N2N will notify Customer of any posted Contract Document that has a newer version than the one in Customer's Order Form. The newer version applies from the start of the Renewal Term unless Customer gives notice of non-renewal under Section 5.2.

1.6 Customer Terms Excluded. Terms in Customer's purchase orders, invoicing portals, vendor registration systems, or RFP responses do not form part of the Contract Documents and do not bind N2N, even if N2N accepts the purchase order or completes the registration. This Section does not apply to the Public Sector Addendum or to Special Terms.

2. Definitions

"Authorized User" means an individual whom Customer permits to access the Services, including Customer's employees, contractors, faculty, and, where a module supports it, students and applicants.

"Customer Data" means data submitted to the Services by or for Customer or its Authorized Users, and the outputs the Services generate from that data. It includes Student Data, but not Usage Data.

"Documentation" means N2N's then-current user guides and technical specifications for the Services, as made available through the Services or N2N's customer portal.

"DSA" means the LightLeapAI® Data Sharing Agreement, consisting of the DSA Terms posted at lightleap.ai/legal/dsa/ (or, for a Customer in Canada, the DSA Terms with the Canada Schedule) together with the DSA Schedule executed by Customer.

"Order Form" means an ordering document executed by N2N and Customer that identifies the subscribed modules, Published FTE, fees, Subscription Term, hosting region, the versions of the posted Contract Documents, and any Special Terms.

"Product Terms" means the module-specific terms posted at lightleap.ai/legal/product-terms/.

"Published FTE" has the meaning given in Section 4.1.

"Services" means the LightLeapAI® platform modules identified in an Order Form, and updates N2N makes generally available to its customers, as described in the Product Terms and Documentation.

"Special Terms" means terms in the "Special Terms" section of an Order Form that add to or vary the posted Contract Documents.

"Student Data" has the meaning given to Shared Student Data in the DSA.

"Subscription Term" means the Initial Term and every Renewal Term.

"Usage Data" means technical and operational data about how the Services perform and are used, such as logs, performance metrics, and configuration telemetry. Usage Data does not identify Customer, any Authorized User, or any student.

3. Subscription

3.1 Access. During the Subscription Term, N2N grants Customer a non-exclusive, non-transferable right for its Authorized Users to access and use the Services identified in the Order Form for Customer's internal institutional purposes, in accordance with the Contract Documents and Documentation.

3.2 Customer Responsibilities. Customer is responsible for (a) its Authorized Users' compliance with the Contract Documents, including the ToS/AUP; (b) the accuracy and legality of Customer Data, and for having the authority to share it; (c) keeping access credentials secure and promptly notifying security@n2nservices.com of any unauthorized access it becomes aware of; and (d) submitting to the Services only the data categories the DSA authorizes.

3.3 Human Review of Outputs. Outputs of the Services, including fraud risk scores, identity verification results, and analytics, are probabilistic indicators. Customer will not use an output as the sole basis for an adverse decision affecting an individual without human review, and will maintain review processes consistent with FERPA, applicable civil rights laws, and applicable AI governance requirements.

3.4 Restrictions. Customer will not, and will not permit others to: (a) reverse engineer, decompile, or disassemble the Services, except to the extent applicable law expressly permits it; (b) resell, sublicense, or provide the Services to anyone other than Authorized Users; (c) attempt to circumvent or manipulate the Services' security controls or scoring outputs; (d) use the Services to build a competing product; or (e) use the Services in violation of the ToS/AUP or applicable law.

3.5 Suspension. N2N may suspend an Authorized User's access, or a specific affected function, if it reasonably determines suspension is necessary to prevent a security threat, a violation of law, or material harm to the Services or other customers. N2N will limit any suspension in scope and duration to what is reasonably necessary, give Customer notice as soon as practicable, and restore access promptly once the cause is resolved.

4. Fees

4.1 Fees. Fees are stated in the Order Form. Depending on the module, they may consist of any combination of (a) per-FTE rates applied to Published FTE, (b) platform fees tiered by Published FTE, (c) per-seat fees by edition, and (d) charges for usage above included allotments, as described in the Product Terms. "Published FTE" means:

(a) for a California Community College district, full-time equivalent students (FTES) as defined by the California Community Colleges Chancellor's Office Management Information Systems (MIS) Data Mart, using the most recent annual measure;

(b) for any other Customer in the United States, the full-time equivalent fall enrollment for the most recent Fall term for which Customer has reported data to the Integrated Postsecondary Education Data System (IPEDS) of the National Center for Education Statistics; and

(c) for a Customer in Canada, the full-time equivalent enrollment Customer most recently reported to its provincial ministry responsible for post-secondary education, as certified by Customer in the Order Form.

If an Order Form covers only some of Customer's campuses or units, Published FTE includes only those listed. Published FTE used to calculate fees will be no less than five hundred (500) ("FTE Floor").

4.2 FTE Adjustments. N2N will confirm Published FTE at each anniversary of the Subscription Term start date, including anniversaries within a multi-year term, and adjust FTE-based fees for the following subscription year to match. Changes in enrollment do not change fees between anniversaries.

4.3 Rate Adjustments at Renewal. N2N may increase per-FTE rates for a Renewal Term by notifying Customer at least ninety (90) days before it begins. A rate increase may not exceed the greater of five percent (5%) or the change in the Consumer Price Index for All Urban Consumers (CPI-U) (or, for a Customer in Canada, the Consumer Price Index published by Statistics Canada) over the preceding twelve (12) months. Changes in fees caused by Published FTE adjustments under Section 4.2 are separate from, and not limited by, this Section. Customer may give notice of non-renewal within thirty (30) days after receiving a rate or FTE adjustment notice, even if the notice period in Section 5.2 has passed.

4.4 Invoicing and Payment. N2N will invoice annual subscription fees in advance, on execution of the Order Form and at each anniversary. Usage above-mentioned allotments is measured over each subscription year and invoiced annually in arrears, or on a final invoice when an Order Form ends. Where the Product Terms permit, Customer may set a usage cap in the Order Form, and N2N will not invoice overage above that cap. Implementation fees, if any, are invoiced as stated in the Order Form. Invoices are payable within thirty (30) days of the invoice date, in the currency stated in the Order Form (USD unless the Order Form states CAD). Payment instructions appear on each invoice and are confirmed through N2N's secure channel. N2N will never change payment instructions by email alone.

4.5 Late Payment and Suspension. Undisputed amounts more than thirty (30) days past due accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. If undisputed amounts remain unpaid forty-five (45) days after their due date, N2N may suspend the Services on fifteen (15) days' written notice. During any suspension N2N will preserve Customer Data, and it will restore the Services within two (2) business days after receiving payment. Amounts disputed reasonably and in good faith are not subject to interest or suspension while the parties work to resolve the dispute.

4.6 Taxes. Fees do not include taxes. Customer is responsible for applicable sales, use, goods and services, and similar taxes, unless it provides a valid exemption certificate. Each party is responsible for taxes on its own income.

5. Term and Termination

5.1 Term. The Subscription Term begins on the start date in the Order Form and continues for one (1) year ("Initial Term"), unless the Order Form states otherwise. This MSA remains in effect while any Order Form is in effect.

5.2 Renewal. Each Order Form renews automatically for successive one-year terms ("Renewal Terms") unless either party gives notice of non-renewal at least sixty (60) days before the current term ends.

5.3 Early Onboarding Period. If the Order Form elects it, Customer may use the Services free of charge for up to thirty (30) days before the Initial Term begins, to complete procurement and administrative steps. All Contract Documents apply during that period. No Student Data may be transmitted to the Services until the DSA Schedule has been executed; until then, N2N will provide only an environment that uses synthetic or non-production data. Unless Customer terminates by notice at least fifteen (15) days before the period ends, the Initial Term begins when the Early Onboarding Period ends.

5.4 Termination for Cause. Either party may terminate an Order Form, or this MSA, by notice if the other party materially breaches the Contract Documents and does not begin a good-faith cure within thirty (30) days after receiving notice of the breach and complete the cure within sixty (60) days after that notice. Either party may also terminate immediately by notice if the other becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, receivership, or similar proceedings that are not dismissed within ninety (90) days.

5.5 Termination of the DSA. If Customer terminates the DSA for convenience under the DSA Terms, the Order Forms remain in effect. Customer remains responsible for fees for the then-current Subscription Term, and N2N is excused from providing any Services that require Student Data. This Section does not limit any right Customer has under the Public Sector Addendum, including termination for non-appropriation.

5.6 Effect of Termination. When an Order Form expires or is terminated: (a) Customer's right to use the affected Services ends; (b) for thirty (30) days, N2N will make Customer Data available for export in a commonly used, machine-readable format; (c) N2N will then return or destroy Customer Data in accordance with the DSA; and (d) if Customer terminates under Section 5.4 for N2N's breach, N2N will refund any prepaid fees for the remainder of the Subscription Term. Sections 2, 4 (for amounts accrued), 5.6, and 6 through 12 survive termination.

6. Intellectual Property and Data

6.1 N2N Property. N2N and its licensors own all rights, title, and interest in the Services, Documentation, models, algorithms, and Usage Data, and in all improvements to them, whether or not those improvements were informed by work in Customer's instance. Customer receives no rights in N2N property except the rights expressly granted in Section 3.1.

6.2 Customer Data. Customer owns Customer Data. Customer grants N2N a limited right to host, process, and transmit Customer Data solely to provide the Services, as directed by Customer and in accordance with the DSA. Configurations, workflows, applications, and integrations that Customer builds with the Services belong to Customer, but this does not give Customer any rights in the underlying Services.

6.3 Model Improvement. N2N will not use Customer Data to train, fine-tune, or benchmark any model, algorithm, or system used for any other customer or institution, or by any third party, and will not permit any third-party model provider to use Customer Data for training. Within Customer's own instance only: (a) N2N may use Customer Data other than Student Data to improve the Services' performance for Customer; and (b) N2N may use Student Data for that purpose only if Customer opts in on the DSA Schedule. Improvements N2N develops this way may be applied across the Services only if no Customer Data is retained in, disclosed through, or recoverable from them.

6.4 Usage Data. N2N may use Usage Data to operate, secure, support, and improve the Services.

6.5 Feedback. If Customer offers suggestions about the Services, N2N may use them without restriction or obligation. Feedback does not include Customer Data or Customer's Confidential Information.

7. Confidentiality

7.1 Definition. "Confidential Information" means non-public information that one party discloses to the other in connection with the Contract Documents and that is marked confidential or would reasonably be understood to be confidential. It includes N2N's pricing, security documentation, audit reports, and non-public technical information. Customer Data is protected under the DSA rather than this Section 7.

7.2 Obligations. The recipient will use Confidential Information only to perform its obligations or exercise its rights under the Contract Documents. It will disclose Confidential Information only to its employees, contractors, and advisors who need to know it and are bound by confidentiality obligations at least as protective as these, and will protect it using administrative, technical, and physical safeguards consistent with the NIST Cybersecurity Framework.

7.3 Exclusions. Confidential Information does not include information that (a) is or becomes public through no fault of the recipient; (b) the recipient already knew without restriction; (c) the recipient independently develops; or (d) the recipient lawfully receives from a third party without restriction.

7.4 Required Disclosure. The recipient may disclose Confidential Information when law or legal process requires it. Where legally permitted, the recipient will give the discloser prompt prior notice and reasonable cooperation so the discloser can seek protection. Customer's obligations under public records and access-to-information laws are addressed in the Public Sector Addendum.

7.5 Prohibited Data. Customer will not submit to the Services (a) payment card data subject to PCI DSS, under any circumstances; or (b) Protected Health Information under HIPAA, unless the Business Associate Addendum has been activated under the DSA.

7.6 Duration. These obligations continue for five (5) years after the last Order Form ends. For trade secrets, they continue for as long as the information remains a trade secret under applicable law.

8. Warranties

8.1 Mutual. Each party warrants that it has the authority to enter into the Contract Documents and will comply with laws applicable to its performance under them.

8.2 Performance. N2N warrants that the Services will perform materially in accordance with the Documentation and Product Terms during the Subscription Term, and that it will not materially reduce the overall functionality of a subscribed module during that term. If N2N breaches this warranty, Customer's exclusive remedy is (a) N2N's correction of the non-conformity within thirty (30) days after Customer's notice describing it in reasonable detail, or (b) if correction is not achieved in that time, termination of the affected module and a refund of prepaid fees for the remainder of the Subscription Term.

8.3 Compliance Design. N2N warrants that the Services are designed to support Customer's compliant use under FERPA, the GLBA Safeguards Rule, and applicable federal student aid regulations. Customer remains responsible for its own compliance, configuration, and use of the Services.

8.4 Malicious Code. N2N warrants that it will use industry-standard measures to prevent the introduction of viruses, ransomware, or other malicious code into the Services.

8.5 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THE CONTRACT DOCUMENTS, THE SERVICES ARE PROVIDED "AS IS," AND N2N DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. OUTPUTS OF THE SERVICES, INCLUDING FRAUD RISK SCORES, IDENTITY VERIFICATION RESULTS, DOCUMENT EXTRACTIONS, AND AI-GENERATED CONTENT, ARE PROBABILISTIC. N2N DOES NOT WARRANT THAT THEY ARE ERROR-FREE OR WILL IDENTIFY EVERY INSTANCE OF FRAUD. CUSTOMER IS RESPONSIBLE FOR DECISIONS IT MAKES IN RELIANCE ON OUTPUTS, SUBJECT TO SECTION 3.3.

9. Limitation of Liability

9.1 Excluded Damages. Neither party is liable to the other for indirect, incidental, consequential, special, punitive, or exemplary damages, or for lost profits or revenue, however caused, even if advised of their possibility. This exclusion does not apply to (a) Breach Response Costs; (b) amounts paid to third parties under Section 10; or (c) the matters listed in Section 9.4.

9.2 General Cap. Except as stated in Sections 9.3 and 9.4, each party's total liability arising out of or relating to the Contract Documents will not exceed the greater of (a) the fees paid and payable by Customer in the twelve (12) months before the event giving rise to the claim, or (b) fifty thousand dollars ($50,000). This cap does not limit Customer's obligation to pay fees.

9.3 Data Protection Cap. For claims arising from N2N's breach of the DSA, the Security Exhibit, or Section 7, N2N's total liability, including Breach Response Costs, will not exceed the greater of (a) two (2) times the fees paid and payable in the twelve (12) months before the event giving rise to the claim, or (b) one hundred thousand dollars ($100,000).

9.4 Matters Outside the General and Data Protection Caps. Sections 9.2 and 9.3 do not apply to (a) N2N's obligations under Section 10.1(a) (intellectual property infringement); (b) a party's gross negligence or willful misconduct; or (c) N2N's breach of Section 6.3 (model improvement). These matters remain subject to Section 9.5.

9.5 Aggregate Ceiling. Despite anything else in the Contract Documents, N2N's total liability to Customer for all claims under all Contract Documents, including the matters in Section 9.4, will not exceed five million dollars ($5,000,000).

9.6 Non-Excludable Liability. Nothing in this Section 9 limits liability for fraud, or any liability that cannot be limited under applicable law.

9.7 Breach Response Costs. "Breach Response Costs" means the reasonable, documented costs Customer incurs, to the extent caused by N2N's breach of its security or data protection obligations, for (a) forensic investigation; (b) notifications to individuals and regulators required by law; (c) credit or identity monitoring for affected individuals for up to twelve (12) months, where required by law or customary for the data involved; and (d) a call center for affected individuals for up to ninety (90) days.

10. Indemnification

10.1 By N2N. N2N will defend Customer and its trustees, officers, and employees against third-party claims, and pay resulting damages finally awarded or agreed in settlement, to the extent the claim alleges (a) that the Services, as provided by N2N, infringe or misappropriate a third party's intellectual property rights; or (b) harm arising from unauthorized disclosure of Customer Data caused by N2N's breach of the DSA or the Security Exhibit, or by N2N's gross negligence or willful misconduct.

10.2 By Customer. To the extent permitted by law, and subject to the Public Sector Addendum, Customer will defend N2N against third-party claims, and pay resulting damages finally awarded or agreed in settlement, to the extent the claim arises from (a) Customer Data, or Customer's sharing of it, in violation of law; (b) use of the Services in violation of the ToS/AUP; or (c) an adverse decision Customer makes without the human review required by Section 3.3.

10.3 Exclusions. N2N has no obligation under Section 10.1(a) for claims arising from Customer Data, modifications not made by N2N, combination with products or data not provided by N2N, or use after N2N has notified Customer to stop using an allegedly infringing component.

10.4 Infringement Remedies. If the Services are, or N2N reasonably believes they may be, subject to an infringement claim, N2N may at its option (a) obtain the right for Customer to continue using them; (b) modify them so they are non-infringing with substantially equivalent functionality; or (c) if neither is commercially reasonable, terminate the affected module and refund prepaid fees for the remainder of the Subscription Term.

10.5 Procedure. The indemnified party will (a) promptly notify the indemnifying party of the claim, though delay excuses the indemnifying party only to the extent it is prejudiced; (b) give the indemnifying party control of the defense and settlement, subject to any law requiring Customer's attorney general or counsel to control or approve the defense; and (c) cooperate reasonably, at the indemnifying party's expense. No settlement that imposes an obligation or an admission of fault on the indemnified party may be made without its consent.

11. Security, Support, and Insurance

11.1 Security. N2N will maintain the information security program described in the Security Exhibit throughout the Subscription Term. On request, and subject to Section 7, N2N will provide its then-current independent assessment reports, including its SOC 2 Type II report and TX-RAMP certification.

11.2 Support and Availability. N2N will provide support and meet the availability commitment described in the SLA. Service credits under the SLA are Customer's exclusive remedy for availability shortfalls, except that Customer may terminate for Chronic Availability Failure as defined in the SLA.

11.3 Insurance. N2N will maintain the coverage described in the Insurance Commitments during the Subscription Term and for two (2) years after, and will provide certificates of insurance within ten (10) business days after Customer's request.

11.4 Subprocessors. N2N's use of subprocessors, the posted Subprocessor List, and Customer's right to object to new subprocessors are governed by the DSA.

12. General

12.1 Governing Law and Venue. Unless the Public Sector Addendum provides otherwise, the laws of the State of Georgia govern the Contract Documents, without regard to conflict-of-laws principles, and the state courts of Gwinnett County, Georgia, or the United States District Court for the Northern District of Georgia, have exclusive jurisdiction. Before filing suit, a party will give notice of the dispute, and senior representatives of both parties will meet within thirty (30) days to try to resolve it. That requirement does not apply to claims for injunctive relief.

12.2 Notices. Formal notices must be in writing and sent to the addresses in the Order Form. Notices to N2N must be copied to legal@n2nservices.com, and security notices go to security@n2nservices.com. Email notice is effective when the sender receives confirmation of delivery; courier notice one (1) business day after deposit; certified mail three (3) business days after deposit. N2N may give operational notices, such as version updates, subprocessor changes, and maintenance notices, by email to Customer's administrative contact.

12.3 Assignment. Neither party may assign the Contract Documents without the other's consent, which may not be unreasonably withheld. N2N may, however, assign them without consent to an affiliate, or to a successor to all or substantially all of its business or assets, if (a) the assignee assumes N2N's obligations in writing; (b) the assignee's data protection capabilities are at least as protective as N2N's; and (c) N2N notifies Customer within thirty (30) days. Customer may terminate within sixty (60) days after receiving that notice if the assignee is Customer's direct competitor or if the assignment materially impairs Customer's rights.

12.4 Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control. This does not excuse payment obligations, or N2N's obligation to maintain the security, backup, and recovery controls described in the Security Exhibit. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected Order Form by notice.

12.5 Publicity. N2N may identify Customer as a customer by name unless Customer objects in writing. Any other publicity requires the other party's prior written consent.

12.6 Compliance. Each party will comply with applicable export control, sanctions, and anti-corruption laws.

12.7 Relationship. The parties are independent contractors. N2N's designation as a school official under FERPA does not create an agency, employment, or partnership relationship for any other purpose. There are no third-party beneficiaries.

12.8 Entire Agreement and Amendment. The Contract Documents are the parties' entire agreement on their subject matter and supersede all prior agreements and communications on that subject. They may be amended only (a) by a written instrument signed by both parties that expressly refers to the Contract Documents, (b) through Special Terms in an Order Form, or (c) by N2N publishing a new version under Sections 1.4 and 1.5.

12.9 Miscellaneous. No waiver is effective unless it is in writing. If a provision is found unenforceable, it will be enforced to the maximum extent permitted and the rest remain in effect. Headings are for convenience only. The Contract Documents were negotiated or made available for review by both parties and will not be construed against either party as the drafter. Order Forms may be signed electronically and in counterparts. The English version governs; a French version is available on request for Customers in Québec.

12.10 Survival. Provisions that by their nature should survive termination do survive, including Sections 4 (for amounts accrued), 5.6, 6, 7, 9, 10, and 12.

Revision history