Master Services Agreement

This Master Services Agreement (the "Agreement") is entered into by and between Snow Growth Marketing Inc. ("Enrolla," "we," "us," or "our") and the customer identified in an executed order form or statement of work ("Customer," "you," or "your").

By accessing or using the Services, or by signing an order form, you agree to be bound by the terms of this Agreement.

1. Definitions

"Agreement" means this Master Services Agreement, including all order forms, statements of work, and addenda incorporated by reference.

"Software" means the Enrolla program-recommendation and student-engagement platform provided by Enrolla.

"Services" means access to the Software, onboarding, support, maintenance, and related services.

"Customer Data" means all data, information, and materials submitted to the platform by or on behalf of Customer, including College Data and Student Data.

"Student Data" means personally identifiable information relating to students that is input, accessed, or processed through the Software.

"Confidential Information" means non-public information disclosed by one Party to the other in connection with this Agreement.

"FERPA" means the Family Educational Rights and Privacy Act (20 U.S.C. § 1232g; 34 CFR Part 99).

"Security Incident" means the unauthorized access, use, or disclosure of personal information or Customer Data.

"Subprocessor" means a third party engaged by Enrolla to support the provision of the Services.

2. Services and Access

Enrolla provides web-based software and related services for lead generation, program recommendations, and student engagement. Subject to the terms of this Agreement, we grant Customer a non-exclusive, non-transferable, limited right to access and use the Services for its internal educational, recruitment, and marketing purposes.

3. Customer Responsibilities

Customer is responsible for:

• Ensuring all users access the Services in compliance with this Agreement and applicable laws.
• Maintaining the security and confidentiality of login credentials.
• Not using the Services to infringe on the rights of others, distribute spam, or engage in unlawful activity.
• Providing accurate information when configuring its instance or tenant.
• Complying with all applicable email and anti-spam laws (including CASL and CAN-SPAM) when sending communications to student leads generated through the Services. Customer is solely responsible for obtaining and maintaining required consents for its own marketing communications.

4. Data Ownership

Customer retains sole ownership of all Customer Data, including Student Data and College Data, submitted to or processed through the platform. Enrolla acquires no ownership rights in Customer Data. Upon termination, Enrolla will return or delete Customer Data as described in the Data Processing Addendum.

5. Data Privacy and Security

Enrolla processes personal information in accordance with its Privacy Policy (enrolla.com/legal/privacy-policy) and the Data Processing Addendum (enrolla.com/legal/data-processing-addendum-dpa), both incorporated by reference. Enrolla implements appropriate technical and organizational measures including:

• Encryption in transit (TLS 1.2 or higher) and at rest (AES-256).
• Role-based access control and audit logging.
• Data segregation across tenants.
• Annual security reviews and employee training.

Enrolla will not sell, license, or use Customer Data — including Student Data — for advertising, profiling, or any purpose unrelated to delivering the Services.

6. FERPA Compliance

Where Customer is a U.S. educational institution subject to FERPA, Customer hereby designates Enrolla as its authorized agent for the sole purpose of accessing and processing student records as necessary to perform the Services. In this capacity, Enrolla:

• Shall comply with FERPA and its implementing regulations (34 CFR Part 99).
• Shall not disclose Student Data to any third party except as directed in writing by Customer, as required by law, or to approved Subprocessors bound by FERPA-equivalent obligations.
• Shall use Student Data solely to provide program recommendations, deliver inquiries to Customer, support Customer's enrollment activities, and improve Software functionality.

Customer remains the FERPA-responsible institution and retains control over all student records at all times.

7. Email and Marketing Compliance

Customer is solely responsible for ensuring that all electronic communications sent to student leads or other contacts generated through the Services comply with applicable laws, including Canada's Anti-Spam Legislation (CASL), the U.S. CAN-SPAM Act, and any other applicable marketing or privacy laws.

Customer is responsible for maintaining records of consent obtained through the Services and for honoring opt-out requests promptly. Enrolla provides the technical infrastructure for lead capture and data delivery but does not send marketing communications to student leads on behalf of Customer unless explicitly contracted to do so.

Customer agrees to indemnify and hold harmless Enrolla from any claims, fines, or penalties arising from Customer's failure to comply with applicable email or anti-spam laws.

8. Accessibility

Enrolla will make commercially reasonable efforts to ensure the Software substantially conforms to WCAG 2.2 Level AA accessibility standards during the term of this Agreement. Upon request, Enrolla will provide a Voluntary Product Accessibility Template (VPAT) or accessibility conformance statement. The Parties acknowledge that accessibility is an ongoing process, and Customer may provide feedback to guide enhancements.

9. Security Incident Notification

In the event of a confirmed or reasonably suspected Security Incident involving Customer Data, Enrolla will notify Customer without unreasonable delay and no later than 72 hours after discovery. Enrolla will provide available details of the incident and cooperate with Customer to meet applicable regulatory obligations.

10. Fees and Payment

Fees are outlined in the applicable order form or pricing agreement. Unless otherwise stated:

• All fees are in USD and exclusive of applicable taxes.
• Payment is due within 30 days of invoice.
• Late payments may incur interest or result in service suspension.

All fees are non-refundable unless otherwise stated in writing. Pilot or no-cost access periods are governed by the applicable order form or pilot agreement.

11. Confidentiality

Each Party agrees to protect the Confidential Information of the other Party using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care), and not to disclose it to third parties except as required by law or permitted under this Agreement. Confidential information excludes information that is publicly known, independently developed, or lawfully obtained from a third party.

12. Intellectual Property

Enrolla retains all rights, title, and interest in the Services, Software, and any content, templates, or tools provided. Nothing in this Agreement transfers ownership of Enrolla's intellectual property. Customer retains ownership of all Customer Data.

13. Warranties and Disclaimers

Enrolla warrants that the Services will perform materially in accordance with the documentation. Enrolla does not guarantee uninterrupted or error-free operation and disclaims all other warranties, including fitness for a particular purpose, to the fullest extent permitted by law.

14. Indemnification

a) By Enrolla

Enrolla shall defend, indemnify, and hold harmless Customer from third-party claims arising out of (i) an allegation that Customer's authorized use of the Software infringes any intellectual property right, or (ii) Enrolla's gross negligence or willful misconduct. This obligation does not apply to claims arising from unauthorized use, Customer modifications, or combination with third-party systems.

b) By Customer

Customer shall defend, indemnify, and hold harmless Enrolla from third-party claims arising out of (i) Customer's misuse or unauthorized use of the Software, (ii) Customer's violation of applicable laws, or (iii) Customer's failure to comply with applicable email or anti-spam laws.

15. Limitation of Liability

To the maximum extent permitted by law, neither Party is liable for indirect, incidental, special, or consequential damages. Enrolla's total aggregate liability for all claims arising under this Agreement is limited to the greater of (a) the amount paid by Customer in the 12 months preceding the event giving rise to the claim, or (b) CAD $500. For pilot or no-cost periods, Enrolla's liability is limited to CAD $100.

16. Term and Termination

This Agreement remains in effect unless terminated by either Party:

• For convenience, with 30 days' written notice (where no active paid subscription exists).
• For material breach, if not cured within 15 days of written notice.

Upon termination, all fees due are payable and access to the Services will cease. Customer will have 30 days following termination to export or request deletion of Customer Data.

17. General Provisions

• Governing Law: This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, except where a separate order form specifies otherwise.
• Assignment: This Agreement may not be assigned without the other Party's prior written consent.
• Force Majeure: Neither Party is liable for delays or failures caused by events beyond their reasonable control.
• Amendments: We may update this Agreement with reasonable notice. Continued use of the Services constitutes acceptance of revised terms. Material changes to executed order forms require written agreement.
• Severability: If any provision is deemed unlawful or unenforceable, the remaining terms remain in effect.
• Electronic Execution: This Agreement may be executed electronically.
• Entire Agreement: This Agreement, together with any executed order forms and addenda, constitutes the entire agreement between the Parties and supersedes all prior agreements.

18. Contact

Snow Growth Marketing Inc.

7017 9th Line, Thornton, Ontario, Canada, L0L 2N0

Email: support@enrolla.com