TERMS OF USE

Last Modified: April 17, 2023

Acceptance of the Terms of Use

These terms of use are entered into by and between you (“you” or “school”) and TEAMology LLC (“Teamology,” "Company," "we," or "us"). The following terms and conditions ("Terms") govern your access to and use of teamology.team and teamtalk.team, including any content, functionality and services offered on or through teamology.team or teamtalk.team (the "Site"), whether as a guest or a registered user. Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.

By accessing or using the Site, you are accepting these Terms (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent). You may not access or use the Site or accept the Terms if you are not at least 18 years old. If you do not agree with these Terms, do not access and/or use the Site. Teamology reserves the right to update the Terms at any time without notice to you. Continued use of our Site following any change to the Terms indicates your acknowledgement of such changes and agreement to be bound by modified terms and conditions. By using the Site or by clicking to accept or agree to the Terms when

this option is made available to you, you accept and agree to be bound and abide by these Terms and our Privacy Policy, found at teamology.team/terms and teamology.team/privacy, incorporated herein by reference.

About the Company

Teamology formed in 2016 and entered the market delivering research-based programming, content and curriculum through a cloud-based teacher platform that allowed for easy access to

lesson plans and training materials. Teamology’s mission is to understand and improve social,

emotional, and mental health in order to give every child access to the support they need to

succeed in school, career, and life; however, it is important to note that Teamology is not a

replacement for professional mental health services. This Site, including all content and paid

subscriptions, is intended to be used for informational and educational purposes only. We do NOT provide health care advice, medical or behavioral therapy services, and we are NOT

attempting to diagnose, treat, prevent, or cure any physical, mental or emotional issue, disease or condition. You are encouraged to seek professional help if you feel it is necessary.

Teamology offers an educational tool to school systems; TEAMtalk is designed and built to

support children’s social, emotional, and mental wellness in a safe, nonjudgmental, and

nonthreatening environment. TEAMtalk is intended for children under 18 years old to use under the supervision of school administration; it is the school’s responsibility to obtain legal consent for their students to access and use the Site and any programs offered through the Site.

Account; Access to Site

In order to use certain features of the Site, you must register for an account (“Account”) and

provide certain information as prompted by the account registration form. You represent and

warrant that: (a) all required registration information you submit is current, complete, truthful, and accurate; and (b) you will maintain the accuracy of such information. You are responsible for making arrangements necessary for you to have access to the Site and ensuring that all persons who access the Site through your internet connection are aware of these Terms and comply.

You are responsible for creating and maintaining accounts for all Eligible Students (as defined

below) that will use our services. You acknowledge your school will receive an administrative account after subscribing to our Site and that your school is accountable for all communications with legal guardians on behalf of student users. Before a student can access our Site, or any resource offered through our Site, you must obtain all consents and permissions required by law.

For purposes of these Terms, an “Eligible Student” is one whose parents (or other legal

guardians) have provided informed consent to the school administration pursuant to the school’s policy relating to obtaining parental consent. Teamology is not responsible for contacting students’ parents or legal guardians; you understand it is your responsibility to get permission from students’ parents or legal guardians before you provide any student with an account to access the Site.

If you choose, or are provided with, a username, password, or any other piece of information as

part of our security procedures, you must treat such information as confidential, and you must

not disclose it to any other person or entity. You also acknowledge that your account is personal

to you and agree not to provide any other person with access to this Site or portions of it using

your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security.

The access granted to you in these Terms are subject to the following restrictions: (a) you shall

not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of\ the Site; (c) you shall not access the Site in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms.

Intellectual Property Rights

The Site and its entire contents, features, and functionality (including but not limited to all

information, software, text, displays, images, video and audio, and the design, selection and

arrangement thereof), are owned by the Company, its licensors or other providers of such

material and are protected by United States and international copyright, trademark, patent, trade

secret and other intellectual property or proprietary rights laws. These Terms permit you to use the Site for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Site.

If you print, copy, modify, download, or otherwise use or provide any other person with access to

any part of the Site in breach of these Terms, your right to use the Site will cease immediately

and you must, at our option, return or destroy any copies of the materials you have made. No

right, title, or interest in or to the Site or any content on the Site is transferred to you, and all

rights not expressly granted are reserved by the Company. Any use of the Site not expressly

permitted by these Terms is a breach of these Terms and may violate intellectual property laws.

The Company name, the terms TEAMOLOGY, PROJECT TEAM, the Company logo and all

related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Site are the trademarks of their respective owners.

Prohibited Uses

You may use the Site only for lawful purposes and in accordance with these Terms. You agree

not to use the Site:

· In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).

· For the purpose of exploiting, harming, or attempting to exploit or harm minors in any

way by exposing them to inappropriate content, asking for personally identifiable

information, or otherwise.

· To impersonate or attempt to impersonate the Company, a Company employee, another

user or any other person or entity (including, without limitation, by using e-mail

addresses or screen names associated with any of the foregoing).

· To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the

Site, or which, as determined by us, may harm the Company or users of the Site.

Additionally, you agree not to:

· Use the Site in any manner that could disable, overburden, damage, or impair the Site or

interfere with any other party's use of the Site, including their ability to engage in real

time activities through the Site.

· Use any device, software or routine that interferes with the proper working of the Site.

· Introduce any viruses, trojan horses, worms, logic bombs or other material which is

malicious or technologically harmful.

· Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site or any server, computer or database connected to the Website.

· Otherwise attempt to interfere with the proper working of the Site.

Monitoring and Enforcement

Teamology knows that supporting students' social, emotional, and mental wellness takes a team;

TEAMtalk is the extension of your team. TEAMtalk operates as an extension of your team

ensuring all students receive attention and issues are prioritized. Our MTSS-based triage solution provides personalized coaching guidance for each student along with a suggested plan for in-person support for specific students. TEAMtalk includes four main features:

1. CHECK-INS. Daily mental health check-ins allow educators and school teams the ability

to understand how their students are feeling on a regular basis. They will be able to see

trends over time and also know in real time when a student is struggling or has a mental

health concern. TEAMtalk's daily check-in feature is more than just a "check the emotion

you are feeling" routine. It provides students with strategies that could mitigate their

concerns right at the start of their school day.

2. SCREENING. Conversationalized screenings benchmark student mental well-being and

are aligned with evidence-based screenings. Students are asked questions pertaining to 4

areas of their lives: School, Family, Self & Peers. School teams receive individualized

strengths-based reports for each student after completing a screening.

3. COACHING. Students engage in real time, student led conversations with a character

coach. Students have the opportunity to talk with their chosen character coach about

anything on their mind. Students are validated, their feelings are normalized, and they

receive personalized tips and strategies to help them through their expressed concerns.

Character coaches encourage students to talk to a school staff member when appropriate.

Coaching can be used for individuals, small groups, and whole classrooms.

4. ALERTS. TEAMtalk's unique color-coded system categorizes student concerns as they

are shared in TEAMtalk. School teams have control over how they are notified and how

often for each level of concern.

While our software uses artificial intelligence ("AI") to monitor and assess conversations, AI is

used only to assist in decision making, it is never making the final decision. Any situation

flagged by AI will be reviewed by one of our dedicated staff members to determine whether a concern is present; each potential incident is categorized into a unique color-coded system based on the level of concern. The school has sole discretion and responsibility to choose how and when to be notified of flagged incidents; further, the school has sole discretion and responsibility to choose how to respond to flagged incidents. Teamology may provide coaching guidance, but you are solely responsible for implementing your own plan of action.

The burden is on the school to decide whether and how to inform a student’s parents or legal

guardians of any developing concern. We have no liability or responsibility to any party, whether

the school, student, parent or legal guardian, or other individual, for the performance or

nonperformance of the activities described in this section. It is your responsibility to monitor all access and use on your school’s subdomain. You understand that we may monitor access and use of the Site and we retain the right to terminate or suspend your access to all or part of the Site at our discretion.

Disclaimers

Teamology is an educational platform that provides a mechanism for getting information from students to adults in the school – we do not offer advice, nor do we diagnose, treat, cure, or prevent any disease, disorder, or illness. This Site is for informational purposes only and is not

intended to replace or substitute any medical treatment or other advice. If you have specific

concerns or a situation arises in which you or your students require medical advice, you agree to follow up and consult with an appropriately trained and qualified medical services provider who has knowledge of your specific situation.

YOUR USE OF THE SITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED

WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED

THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL

COMPONENTS OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE

EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

To the extent necessary and required by law, we are compliant with FERPA and COPPA; provided however, that you represent the school will comply with any and all legal requirements

that are applicable to your use of the Site. Teamology is not responsible for any actions or

inactions taken by the school or by users on the school’s subdomain. You are responsible for

obtaining parental or legal guardian consent before providing minor students with an account. In no event shall Teamology be responsible for contacting the parents or legal guardians of any users on the Site. Teamology is not responsible for student safety or well-being.

At times, we may offer coaching, guidance, and personalized support. If assistance or advice is

offered or given to you, it is only given as an accommodation to you. We shall not be held liable for the content or your use of such assistance or advice, nor shall any statement made by any of our representatives in connection with the services offered through the Site constitute a representation or warranty, express or implied.

Indemnification; Limitation of Liability

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Site.

TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL WE AND OUR AFFILIATES, LICENSORS, EMPLOYEES, OFFICERS, DIRECTORS OR AGENTS BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL,

SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE, WHETHER BASED ON CONTRACT, WARRANTY, PRODUCT LIABILITY, TORT OR OTHER LEGAL

THEORY AND EVEN IF WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU ARISING FROM THESE TERMS, OR THE USE OF OR INABILITY TO USE THE SITE WILL AT ALL TIMES BE LIMITED TO THE GREATER OF $100.00 OR THE AMOUNTS PAID BY YOU TO US FOR ACCESS TO AND USE OF SITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO

THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

Exclusive Remedy

If you are dissatisfied with the Site, your sole and exclusive remedy is to stop using the Site and cancel your account (if applicable).

Governing Law and Jurisdiction

All matters relating to the Site and these Terms, and any dispute or claim arising therefrom or

related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction). Any legal suit, action or proceeding arising out of, or related to, these Terms or the Site shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Arbitration

At Company's sole discretion, it may require you to submit any disputes arising from these

Terms or use of the Site, including disputes arising from or concerning their interpretation,

violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Delaware law.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE

OF ACTION OR CLAIM IS PERMANENTLY BARRED.

General Provisions; Your Comments and Concerns

These Terms, along with the Privacy Policy and other terms incorporated by reference, make up

the entire agreement relating to your use of the Site, and supersede all prior agreements relating

to the subject matter thereof. No waiver by the Company 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, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

This website is operated by TEAMology LLC, 251 Little Falls Drive, Wilmington, Delaware 19808.

All feedback, comments, requests for technical support and other communications relating to the Site should be directed to: SUPPORT@TEAMOLOGY.TEAM