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**SUBSCRIPTION AGREEMENT**

**This Subscription Agreement ("Agreement")** is made as of [Date], by and between Respond Edu, a company incorporated under the laws of the State of [Incorporation State], with its principal office located at [Address] ("Provider"), and [School Name], a [Type of Entity, e.g., "public" or "private"] school located at [Address] ("Subscriber")

**RECITALS**

WHEREAS, Provider has developed certain educational software and related services, as specified in Exhibit A attached hereto (collectively, the "Services");

WHEREAS, Subscriber desires to subscribe to the Services, and Provider desires to provide such Services under the terms and conditions set forth herein;
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NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions hereinafter set forth, the parties hereto agree as follows:
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**1. SubscriptionService and Grant of License**

1.1 **ServiceDescription.** Provider agrees to provide the Subscriber with the Services described in Exhibit A.

1.2 **Grant of License.** Provider grants to Subscriber a non-exclusive, non-transferable, limited license to use the Services for educational purposes within the Subscriber’s institution.

1.3 **Access and Use.** Subscriber will access the Services via the internet. Credentials and access controls will be managed by Provider.

**2. Subscription Term and Renewal**

2.1 **InitialTerm.** This Agreement shall commence on the Effective Date and continue for a period of [term, e.g., one year] unless terminated earlier as provided herein.

2.2 **Renewal Term.** Unless either party gives written notice of its intention nott o renew at least [notice period] days before the expiration of the current term, this Agreement shall automatically renew for successive[renewal term, e.g., one-year] periods.

**3. Fees and Payment**

3.1**Subscription Fees.** Subscriber agrees to pay Provider a subscription fee as outlined in Exhibit B, payable annually inadvance.

3.2 **Late Payments.** Late payments shall accrue interest at a rate of [X]% permonth, or the highest rate permitted by law, whichever is lower.

**4. Confidentiality**

Each party agrees to maintain the confidentiality of the other party’s proprietary information with at least the same degree of care that it uses toprotect its own confidential information, but in no case less than reasonable care.

**5. Warranties and Disclaimers**

5.1**Warranties.** Provider warrants that it has the right to grant the licenses herein and that the Services will perform substantially in accordance with the documentation provided.

5.2**Disclaimers.** EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICESARE PROVIDED "AS IS," AND PROVIDER DISCLAIMS ALL OTHERWARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULARPURPOSE.

**6. Limitationof Liability**

IN NO EVENT SHALLPROVIDER BE LIABLE TO SUBSCRIBER OR ANY THIRD PARTY FOR ANYCONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES,LOST PROFITS OR LOST DATA, WHETHER IN AN ACTION IN CONTRACT, TORT, OROTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SERVICESPROVIDED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCHDAMAGES.

**7. General Provisions**

7.1 **GoverningLaw.** This Agreement shall be governed by and construed inaccordance with the laws of the State of California, without regardto its conflict of laws principles.

7.2 **EntireAgreement.** This Agreement, including Exhibits A and B, constitutesthe entire agreement between the parties with respect to the subjectmatter hereof and supersedes all prior or contemporaneous agreementsor understandings, written or oral.

**IN WITNESS WHERE OF,** the parties here to have executed this SubscriptionAgreement as of the date first above written.

[Provider CompanyName] By:_________________________ Name: Title:

[SubscriberSchool Name] By:_________________________ Name: Title:

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**Exhibit A: Description of Services**[List detailed descriptions of the software and services being provided]

**Exhibit B: FeeStructure**[Detailed fee structure, including any tiered pricing, volume discounts, etc.]

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