These Terms and Conditions (“Terms”) govern your access to and use of the EMBRS Learning platform, including EMBRS Math, EMBRS Reading, and Decodable Me (collectively, the “Service”), provided by LeapYear Education Incorporated (“LeapYear,” “we,” “us,” or “our”). By accessing or using the Service, the subscribing school or school district (“Institution,” “you,” “your”) agrees to be bound by these Terms.

1. Service Description The Service provides K-12 educational software and curriculum content designed to support teaching and learning. Access to the Service is provided to Institutions through authorized teacher users (“Authorized Users”).

2. User Accounts Accounts for Authorized Users are created under the Institution’s subscription, typically by teachers authorized by the Institution’s administration. The Institution is responsible for ensuring that only authorized personnel have access to create and manage teacher accounts and for all activity that occurs under its accounts.

3. Subscription Terms The Service is provided on an annual subscription basis, sold at the school or district level. Specific terms regarding payment methods, fees, subscription renewal, and cancellation procedures will be detailed in the individual service agreement or contract (“Service Agreement”) entered into between LeapYear and the Institution.

4. Intellectual Property Rights a. All rights, title, and interest in and to the Service, including all software, curriculum content, designs, graphics, and associated materials, are and will remain the exclusive property of LeapYear Education Incorporated and its licensors. b. Subject to these Terms and the applicable Service Agreement, LeapYear grants the Institution and its Authorized Users a limited, non-exclusive, non-transferable, revocable license to access and use the Service and its content solely for internal educational purposes within the licensed Institution. c. The Institution and its Authorized Users agree not to (and not to allow any third party to): copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code of the Service; sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Service; use the Service for commercial purposes outside the scope of the Service Agreement; or otherwise use the Service or its content in any manner that infringes the intellectual property rights of LeapYear or any third party. d. Authorized Users do not create or own any shareable intellectual property within the platform itself.

5. Acceptable Use Policy The Institution and its Authorized Users agree not to use the Service to: a. Upload, post, transmit, or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable; b. Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; c. Attempt to gain unauthorized access to the Service, other accounts, computer systems, or networks connected to the Service, through password mining or any other means; d. Interfere with or disrupt the integrity or performance of the Service or the data contained therein; e. Use the Service for any commercial purpose not expressly permitted by the Service Agreement; f. Violate any applicable local, provincial, national, or international law or regulation.

6. Institution Responsibilities a. The Institution is responsible for the accuracy, quality, and legality of any data, including student personal information (such as names and achievement data), inputted into the Service by its Authorized Users. b. Parental Consent & Compliance with Laws: The Institution represents and warrants that it has obtained all necessary consents, authorizations, and permissions from parents or legal guardians of students as required by applicable privacy laws (including, but not limited to, the Personal Information Protection and Electronic Documents Act (PIPEDA) in Canada, the Children’s Online Privacy Protection Act (COPPA) in the United States, and any applicable provincial or state laws) before allowing student personal information to be collected, used, or disclosed through the Service. c. The Institution acknowledges that LeapYear acts as a data processor (or “service provider”) for student personal information and the Institution acts as the data controller. For Institutions in the United States, the Institution acknowledges that its Authorized Users are acting on its behalf and that LeapYear is acting as a “school official” as defined under the Family Educational Rights and Privacy Act (FERPA), to the extent applicable, processing student data only for legitimate educational interests as directed by the Institution. d. The Institution is responsible for ensuring its and its Authorized Users’ compliance with these Terms and all applicable local, provincial, state, and federal laws and regulations related to its use of the Service.

7. Third-Party Services The Service may integrate with or rely on third-party services (e.g., cloud hosting, analytics). LeapYear is not responsible for the practices of such third parties, and your use of any third-party services is subject to their respective terms and policies.

8. Privacy Our collection, use, and disclosure of personal information in connection with the Service are described in our Privacy Policy, which is incorporated by reference into these Terms.

9. Disclaimers THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. LEAPYEAR DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

10. Limitation of Liability TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LEAPYEAR EDUCATION INCORPORATED, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY CONTENT OR MATERIALS THEREIN, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT LEAPYEAR HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL LEAPYEAR’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE EXCEED THE GREATER OF (A) THE TOTAL AMOUNT OF FEES PAID BY THE INSTITUTION TO LEAPYEAR FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100.00).

11. Termination a. By LeapYear: We may suspend or terminate the Institution’s access to the Service if: (i) the Institution is in material breach of these Terms or the Service Agreement; (ii) the Institution fails to pay applicable subscription fees as per the Service Agreement; or (iii) as otherwise permitted by the Service Agreement. b. By Institution: The Institution may terminate its subscription as set forth in the Service Agreement. c. Effect of Termination: Upon termination, the Institution’s right to access and use the Service will immediately cease. LeapYear will handle data associated with the terminated Institution’s account in accordance with its Data Retention Policy as described in the Privacy Policy and the Service Agreement.

12. Changes to Terms LeapYear reserves the right to modify these Terms at any time. We will provide notice of material changes to these Terms to the Institution, typically through a notification upon login to the platform or by email to the Institution’s designated contact. Your continued use of the Service after such notice constitutes your acceptance of the modified Terms.

13. Governing Law and Dispute Resolution a. These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflict of law principles. b. In the event of any dispute, claim, question, or disagreement arising from or relating to these Terms or the breach thereof, the parties shall use their best efforts to settle the dispute. If a dispute cannot be settled through direct discussions, the parties agree to first try to settle the dispute by mediation administered by a mutually agreed-upon mediator in Ontario, Canada. If mediation is unsuccessful, the parties agree that the dispute shall be resolved exclusively by the courts located in Ontario.

14. General Provisions a. Entire Agreement: These Terms, together with the Privacy Policy and any applicable Service Agreement, constitute the entire agreement between LeapYear and the Institution regarding the Service and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral. b. Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired. c. Waiver: No waiver by LeapYear of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. d. Assignment: The Institution may not assign any of its rights or delegate any of its obligations hereunder, in whole or in part, by operation of law or otherwise, without the prior written consent of LeapYear.

15. Contact Information If you have any questions about these Terms, please contact us at: 

EMBRS Learning 

2967 Dundas St. W. #1252

Toronto, ON M6P 1Z2

OR

EMBRS Learning

12448 Flatlands Ave

Unit #A1099

Brooklyn, NY 11239

Email: hello@embrslearning.com