School Agreement

1. Service Scope

ReviewED provides a SaaS platform for evaluation readiness assessment, evidence management, and school improvement planning. The Service supports schools pursuing review with a range of recognised bodies, including but not limited to WASC, CIS, UAE (KHDA/MOE), NEASC, Cognia, and other national and international evaluation organisations.

The specific features, modules, user seats, and term length included in the School's subscription are set forth in the Order Form executed by the parties. ReviewED may update, enhance, or modify features of the Service from time to time. Any material reduction in core functionality shall be communicated to the School at least sixty (60) days in advance.

2. Authorised Users

The Service is designed for and restricted to use by adult professionals in educational roles, including school leaders, administrators, coordinators, and teachers ("Authorised Users"). Students are not permitted to hold accounts on or directly access the Service.

The School agrees and warrants that:

• Only adult school staff in professional roles shall be provided with login credentials;
• Login credentials shall not be shared among users or used by unauthorised persons, including students;
• The number of active Authorised User accounts shall not exceed the number of seats purchased in the Order Form;
• The School shall promptly notify ReviewED when an Authorised User's access should be revoked (e.g., upon termination of employment);
• The School is responsible for all activities conducted under its Authorised User accounts and for ensuring Authorised Users comply with all applicable terms and policies.

While the Service does not permit student accounts, the School may upload Student Data (as defined in the DPA) for evaluation evidence gathering and school improvement purposes. The School is responsible for obtaining all necessary consents and maintaining a lawful basis for such processing in accordance with the DPA.

3. Service Level Agreement (SLA)

Uptime Commitment: ReviewED commits to a Service uptime of 99.5%, measured on a monthly basis, excluding Scheduled Maintenance.

Definitions:

• "Uptime" means the percentage of total minutes in a calendar month during which the core features of the Service are available and responsive, excluding Scheduled Maintenance and downtime caused by Force Majeure Events under Section 15.
• "Scheduled Maintenance" means planned maintenance windows announced at least twenty-four (24) hours in advance via email or in-Service notification. ReviewED will use reasonable efforts to schedule maintenance outside of standard school hours.
• "Emergency Maintenance" means urgent maintenance required to address critical security vulnerabilities, system instability, or other exigent circumstances. ReviewED will notify the School as soon as reasonably practicable.

Service Credits: If Uptime falls below 99.5% in any calendar month, the School may request a service credit as follows:

Service credits must be requested in writing within thirty (30) days of the month in which the SLA was not met. Credits are applied to the next billing cycle and shall be the School's sole and exclusive remedy for failure to meet the Uptime Commitment. Credits in any calendar month shall not exceed 20% of the monthly fee.

4. Support Services

ReviewED provides the following support to Authorised Users:

Support requests must be submitted through the Contact Us form on the ReviewED website or via the support email address provided to the School. ReviewED will make commercially reasonable efforts to resolve issues based on severity. Resolution times are not guaranteed and depend on the nature and complexity of the issue.

5. Data Ownership, Processing & Privacy

Ownership: The School retains all right, title, and interest in and to all School Data, including all documents, analysis results, reports, and action plans generated through the Service. ReviewED claims no ownership over School Data.

Data Processing: ReviewED processes School Data solely as a Data Processor in accordance with the Data Processing Agreement (DPA), which is incorporated into this Agreement by reference. The DPA sets out the parties' respective obligations under applicable data protection laws, including data security measures, sub-processor management, international data transfers, breach notification, and data subject rights.

Data Export: The School may export its School Data from the Service at any time during the subscription term, and for a period of thirty (30) days following termination. After this period, ReviewED shall securely delete School Data in accordance with the DPA.

Sub-Processor Notification: ReviewED shall notify the School of any new Sub-processors that will have access to School Data in accordance with the DPA. The School may object to new Sub-processors on reasonable data protection grounds.

6. Confidentiality

Confidential Information: Each party ("Disclosing Party") may disclose to the other ("Receiving Party") certain non-public, proprietary, or confidential information ("Confidential Information"). Confidential Information includes, but is not limited to: (a) for the School — School Data, evaluation strategies, internal school documents; (b) for ReviewED — source code, algorithms, pricing, business plans, security documentation, and any non-public information about the Service.

Obligations: The Receiving Party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent; (c) use Confidential Information only for the purpose of performing its obligations under this Agreement; (d) limit access to Confidential Information to personnel and contractors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Section.

Exceptions: Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession before disclosure; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives the Disclosing Party prompt notice to allow it to seek a protective order.

Survival: Confidentiality obligations under this Section shall survive termination of this Agreement for a period of three (3) years, or indefinitely for trade secrets and Personal Data.

7. Representations & Warranties

Mutual Representations: Each party represents and warrants that: (a) it has full legal power and authority to enter into and perform this Agreement; (b) the execution and performance of this Agreement does not violate any other agreement to which it is a party; and (c) it shall comply with all applicable laws in performing its obligations under this Agreement.

School's Additional Representations: The School represents and warrants that: (a) it has obtained all necessary consents, permissions, and authorisations for the collection, upload, and processing of School Data (including Student Data) through the Service; (b) all School Data provided to ReviewED is accurate and lawfully collected; (c) it shall use the Service only for lawful educational purposes; and (d) the individual executing this Agreement on behalf of the School has the authority to bind the School.

ReviewED's Additional Representations: ReviewED represents and warrants that: (a) the Service will perform substantially in accordance with its published documentation under normal use; (b) it will implement and maintain the security measures described in the DPA; (c) it will not use School Data or Student Data for any purpose other than providing the Service, except as permitted by the DPA; and (d) it will not sell, rent, or trade School Data or Student Data to any third party.

Disclaimer: EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT AND THE TERMS OF SERVICE, THE SERVICE IS PROVIDED "AS IS" WITHOUT ANY WARRANTY. REVIEWED DOES NOT GUARANTEE ANY PARTICULAR EVALUATION OUTCOME. REVIEW DECISIONS ARE MADE SOLELY BY THE EVALUATION BODY.

8. School Compliance Statement

ReviewED is a tool designed to support and facilitate the evaluation preparation and school improvement process. The Service provides analysis, evidence organisation, report generation, and planning tools. ReviewED does not guarantee evaluation outcomes. Review decisions are made solely by the relevant evaluation body based on its own criteria, standards, and processes.

While ReviewED's analyses and recommendations are based on the standards and requirements published by evaluation bodies, the School is responsible for verifying that all review submissions are accurate, complete, and meet the current requirements of the relevant evaluation body. Evaluation standards and requirements may change, and the School should confirm that ReviewED's frameworks are aligned with the latest standards.

9. Indemnification

By the School: The School agrees to indemnify, defend, and hold harmless ReviewED and its officers, directors, employees, and agents from any third-party claim, demand, or action arising from: (a) the School's breach of this Agreement; (b) the School's violation of applicable law; (c) any claim that School Data infringes a third party's rights; (d) the School's failure to obtain necessary consents for Student Data; or (e) the acts or omissions of the School's Authorised Users.

By ReviewED: ReviewED agrees to indemnify, defend, and hold harmless the School from any third-party claim that the Service (excluding School Data) infringes a third party's intellectual property rights. If such a claim is made or appears likely, ReviewED may, at its option: (a) procure the right for the School to continue using the Service; (b) modify the Service to make it non-infringing; or (c) terminate the Service and refund prepaid fees for the unused portion of the term.

Procedure: The indemnified party must: (a) promptly notify the indemnifying party in writing; (b) give the indemnifying party sole control of the defence and settlement; and (c) provide reasonable cooperation at the indemnifying party's expense.

10. Limitation of Liability

The limitations and exclusions of liability set forth in the Terms of Service apply to this Agreement. For clarity:

• Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages;
• ReviewED's total aggregate liability under this Agreement shall not exceed the fees paid by the School in the twelve (12) months preceding the claim;
• These limitations do not apply to: (a) the parties' indemnification obligations under Section 9; (b) a party's breach of confidentiality under Section 6; (c) the School's payment obligations; or (d) liability that cannot be excluded or limited by applicable law.

11. Term & Termination

Term: The initial term of this Agreement is set forth in the Order Form. The term shall automatically renew for successive periods of the same length unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.

Termination for Convenience: Either party may terminate this Agreement at any time by providing thirty (30) days' written notice. Fees are non-refundable, and the School remains responsible for all fees due through the effective date of termination.

Termination for Cause: Either party may terminate this Agreement with immediate effect if the other party: (a) materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving written notice describing the breach; or (b) becomes insolvent, ceases operations, or makes an assignment for the benefit of creditors.

Effect of Termination: Upon termination, the School's access to the Service ceases. ReviewED shall make School Data available for export for thirty (30) days, after which it will be securely deleted in accordance with the DPA.

12. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if such delay or failure is caused by a Force Majeure Event, defined as any circumstance beyond the party's reasonable control, including: acts of God; natural disasters; fire; flood; earthquakes; epidemics or pandemics; war; terrorism; civil unrest; government orders, laws, or regulations; internet or telecommunications failures; third-party hosting or infrastructure failures; or labour disputes.

The affected party must notify the other party promptly, use commercially reasonable efforts to mitigate the impact, and resume performance as soon as practicable. If a Force Majeure Event continues for more than thirty (30) days, either party may terminate this Agreement without liability.

13. Dispute Resolution

The parties shall resolve disputes in accordance with the dispute resolution provisions set out in the Terms of Service, which include: (a) good-faith negotiation for thirty (30) days; (b) binding arbitration under PDRCI rules in Manila, Philippines; and (c) a class action waiver.

14. General Provisions

Entire Agreement: This Agreement, together with the Terms of Service, Privacy Policy, DPA, and any executed Order Form, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and representations regarding the Service.

Amendments: No modification to this Agreement is effective unless in writing and signed by both parties, except that ReviewED may modify the Agreement upon sixty (60) days' notice for changes that do not materially reduce the School's rights or increase its obligations.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

No Waiver: Failure to enforce any provision shall not constitute a waiver. Any waiver must be in writing and signed by the waiving party.

Assignment: The School may not assign this Agreement without ReviewED's prior written consent. ReviewED may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Relationship: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

Notices: All notices shall be in writing. Notices to ReviewED shall be sent via the Contact Us page or to its registered office. Notices to the School shall be sent to the email address on file.

Survival: Upon termination, the following Sections shall survive: 5 (Data Ownership), 6 (Confidentiality), 7 (Representations & Warranties), 9 (Indemnification), 10 (Limitation of Liability), 11 (Effect of Termination), 13 (Dispute Resolution), and 14 (General Provisions).

15. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines. Subject to the dispute resolution provisions in Section 13 and the Terms of Service, the parties submit to the exclusive jurisdiction of the competent courts of Manila, Philippines.

For schools located in jurisdictions with mandatory consumer or data protection laws that cannot be waived by contract, nothing in this Agreement limits the School's rights under such mandatory laws.

16. Contact

For questions, notices, or concerns regarding this Agreement, please contact us through:

• The Contact Us page on the ReviewED website; or
• LinkedIn Page: ReviewED