School Licensing Agreement

Version: 1.0-draft
Effective Date: 2026-06-01

LULL School Licensing Agreement TEMPLATE — FOR ATTORNEY REVIEW — REQUIRES COMPLETION BEFORE EXECUTION

This School Licensing Agreement ("Agreement") is entered into between Rhetoric Innovations LLC ("Provider") and the educational institution identified below ("School"). This Agreement, together with the School Data Processing Agreement executed concurrently herewith, governs School's access to and use of the Lull journaling application.

1. LICENSE GRANT

1.1 Scope of License

Subject to the terms of this Agreement and payment of applicable license fees, Provider grants School a non-exclusive, non-transferable, limited license during the Agreement term to: (a) access and use the Lull application for the benefit of enrolled students up to the licensed student count; (b) access the Lull counselor portal for designated school counselors and administrators up to the licensed counselor count; and (c) use Provider's implementation support materials.

1.2 License Restrictions

School may not: sublicense or transfer the license to any third party; allow access by students or staff not enrolled or employed at School; attempt to reverse engineer any aspect of the Service; use the Service for any purpose other than the Educational Purpose defined in the concurrently executed DPA; or exceed the licensed student or counselor count without written agreement to pay additional license fees.

1.3 Pilot Program Terms

If School and Provider have agreed to a free pilot program: the pilot period is as specified on the cover page; Provider may terminate the pilot at any time with 30 days notice; at the conclusion of the pilot period all student data will be retained for 30 days pending execution of a paid license agreement; if no paid license is executed within 30 days of pilot conclusion, all student data will be deleted in accordance with the DPA.

2. IMPLEMENTATION AND ONBOARDING

2.1 School Responsibilities

School shall: designate at least one School Administrator and at least one Counselor account; provide Provider with accurate guardian contact information for each enrolled student; notify students and guardians regarding Lull's use before student enrollment; cooperate with Provider on the guardian consent collection process; and ensure that designated counselors complete any required training materials provided by Provider.

2.2 Provider Responsibilities

Provider shall: activate School's account within 5 business days of executed Agreement and DPA; provide School Administrator access to the counselor portal; initiate guardian consent collection process for each enrolled student within 5 business days of enrollment; provide reasonable implementation support; and make training materials available to School's designated counselors.

2.3 Technical Requirements

The Lull application is a web-based and mobile application. No software installation on School's systems is required. Students access Lull through a standard web browser or the Lull mobile application. School is responsible for ensuring that students have appropriate device access and internet connectivity.

3. FEES AND PAYMENT

3.1 License Fees

For paid licenses, School shall pay the license fee specified on the cover page. License fees are due within 30 days of invoice date. Invoices will be issued annually in advance.

3.2 Late Payment

Unpaid invoices outstanding beyond 30 days may result in suspension of Service access until payment is received. Provider will provide 10 days written notice before suspending access due to non-payment.

3.3 No Refunds

License fees are non-refundable except in the event of Provider's material breach of this Agreement that is not cured within 30 days of written notice.

3.4 Federal Funding

School may use federal education funding sources including Title IV-A Student Support and Academic Enrichment grants, Title II professional development funds, and other applicable federal funding streams to pay license fees, subject to School's compliance with applicable federal grant requirements. Provider will provide documentation of the Service's SEL alignment upon request to support School's federal funding applications.

4. TERM AND TERMINATION

4.1 Term

This Agreement begins on the Effective Date and continues for the Initial Term specified on the cover page. It automatically renews for successive one-year terms unless either party provides written notice of non-renewal at least 60 days before the end of the then-current term.

4.2 Termination for Cause

Either party may terminate this Agreement upon 30 days written notice if the other party materially breaches this Agreement and fails to cure such breach within the 30-day notice period. Provider may terminate immediately if School uses the Service in a manner that violates applicable student privacy laws or that jeopardizes the safety of students.

4.3 Effect of Termination

Upon termination: School's and students' access to the Service will cease; Provider will follow the data return/destruction procedures in the DPA; and all outstanding license fees become immediately due and payable.

5. REPRESENTATIONS AND WARRANTIES

5.1 Provider Warranties

Provider represents and warrants that: the Service will perform materially in accordance with the documentation; Provider will comply with applicable student privacy laws as described in the DPA; Provider maintains appropriate security measures to protect Student Data; and Provider has the authority to enter into this Agreement.

5.2 School Warranties

School represents and warrants that: School has the authority to enter into this Agreement; School will use the Service solely for the Educational Purpose; School will comply with all applicable laws including FERPA in connection with its use of the Service; and the information provided to Provider for student enrollment and guardian contact is accurate to the best of School's knowledge.

6. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER'S TOTAL LIABILITY TO SCHOOL UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL LICENSE FEES PAID BY SCHOOL IN THE TWELVE MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL PROVIDER BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES INCLUDING BUT NOT LIMITED TO LOST PROFITS OR DATA.

PROVIDER EXPRESSLY DISCLAIMS LIABILITY FOR: ANY FAILURE OF THE COUNSELOR ALERT SYSTEM TO DETECT A STUDENT SAFETY CONCERN; ANY HARM RESULTING FROM A COUNSELOR'S FAILURE TO ACT ON AN ALERT; OR ANY OUTCOME OF A COUNSELOR'S PROFESSIONAL DETERMINATION MADE FOLLOWING REVIEW OF A COUNSELOR ALERT.

7. INDEMNIFICATION

School shall indemnify and hold harmless Provider from any claims arising from: School's misuse of the Service; School's failure to comply with applicable law; School's breach of this Agreement; or any action taken or not taken by a School counselor following receipt of a Counselor Alert.

8. CONFIDENTIALITY

Each party agrees to keep confidential all non-public information of the other party designated as confidential or that reasonably should be understood to be confidential given the circumstances. This obligation survives termination for 3 years. Student Data confidentiality obligations are governed by the DPA and applicable law and survive indefinitely.

9. GOVERNING LAW

This Agreement is governed by the laws of the State of Missouri. Disputes shall be resolved in the state or federal courts in Cape Girardeau County, Missouri.

10. ENTIRE AGREEMENT

This Agreement and the concurrently executed DPA constitute the entire agreement between Provider and School regarding the subject matter hereof. No amendment to this Agreement is effective unless in writing and signed by authorized representatives of both parties.

11. SIGNATURES

By signing below, the authorized representatives of both parties agree to the terms of this School Licensing Agreement.

FOR ATTORNEY REVIEW AND APPROVAL — NOT EFFECTIVE UNTIL COUNSEL APPROVES Rhetoric Innovations LLC | lulljournal.app | hello@lulljournal.app