These Participant Terms and Conditions (the “Terms”) apply to participation in the Ed-Tech Collaboratory (“ETC”) and supplement the Ed-Tech Collaboratory Participation Agreement (the “Participation Agreement”) between ETC and the applicable Participant. Capitalized terms not defined herein shall have the meanings set forth in the Participation Agreement.

1. RELATIONSHIP TO PARTICIPATION AGREEMENT

These Terms are incorporated into and form part of the Participation Agreement. These Terms are intended to supplement the Participation Agreement and shall not expand or modify the material rights and obligations of the Parties set forth therein. In the event of any conflict between these Terms and the Participation Agreement, the terms of the Participation Agreement shall control.

2. PARTICIPATION IN ETC

ETC provides a collaborative forum for its participants to share information, participate in discussions, and engage in joint initiatives. This Agreement is voluntary and subject to the terms of the Participation Agreement and these Terms. ETC does not guarantee any particular outcomes, results, or benefits from participation. All participation is undertaken at Participant’s own discretion and risk.

3. ANNUAL FEES

Annual fees for ETC Participation as of July 1, 2026 are $50,000 per year for all the Participation Levels - Core, Collaborator, and Contributor. 

4. USE OF ETC RESOURCES

Participant may access and use materials, tools, and resources made available through ETC (collectively, “ETC Resources”) solely for Participant’s internal purposes and in accordance with the Participation Agreement and these Terms. Participant shall not use ETC Resources for any unlawful purpose or in any manner that interferes with or disrupts ETC activities or the participation of other participants.

5. INTELLECTUAL PROPERTY

Each Party retains all right, title, and interest in and to its respective pre-existing materials, data, and intellectual property. Unless otherwise expressly agreed in writing, participation in ETC does not result in any transfer of ownership of intellectual property between the Parties, and any materials or information shared by a Party shall remain the property of that Party.

To the extent Participant voluntarily contributes materials, ideas, or feedback to ETC (“Contributions”), Participant grants ETC a non-exclusive, royalty-free, worldwide license to use such Contributions solely for purposes of supporting ETC activities, unless otherwise agreed in writing.

6. DATA PRIVACY AND STUDENT INFORMATION

The Parties’ rights and obligations with respect to student data and other personally identifiable information are governed exclusively by the Participation Agreement. These Terms do not expand, modify, or limit those obligations.

7. CONFIDENTIALITY

The Parties’ rights and obligations with respect to confidential information are governed exclusively by the Participation Agreement. These Terms do not expand, modify, or limit those obligations.

8. DISCLAIMERS

ETC provides all ETC Resources and participation opportunities on an “as is” and “as available” basis. ETC makes no representations or warranties of any kind, whether express or implied, regarding ETC Resources or participation in ETC, including any warranties of accuracy, completeness, reliability, merchantability, or fitness for a particular purpose.

9. LIMITATION OF LIABILITY

The limitation of liability set forth in the Participation Agreement shall apply to these Terms and to all claims and matters arising out of or related to Participant’s participation in ETC.

10. INDEMNIFICATION

Each Party shall be responsible for its own acts and omissions. Except as expressly provided in the Participation Agreement, neither Party shall have any obligation to defend, indemnify, or hold harmless the other Party.

11. FORCE MAJEURE

Neither Party shall be liable for any failure or delay in the performance of its obligations under these Terms due to causes beyond its reasonable control, including acts of God, natural disasters, labor disputes, governmental actions, or failures of utilities or telecommunications networks.

12. ASSIGNMENT

Participant may not assign or transfer its rights or obligations under these Terms without the prior written consent of ETC, which shall not be unreasonably withheld, conditioned, or delayed. ETC may assign these Terms in connection with a merger, reorganization, or transfer of substantially all of its assets upon written notice to Participant.

13. ENTIRE AGREEMENT

These Terms, together with the Participation Agreement, constitute the entire agreement between the Parties with respect to Participant’s participation in ETC and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, relating to such subject matter.

14. SURVIVAL

Any provisions of these Terms or the Participation Agreement that by their nature should survive termination, including but not limited to provisions relating to limitation of liability, data privacy, and confidentiality, shall survive termination of the Participation Agreement.

15. NO PARTNERSHIP OR AGENCY

Nothing in these Terms or the Participation Agreement shall be deemed to create any partnership, joint venture, or agency relationship between the Parties. Neither Party shall have the authority to bind the other Party in any respect.

Last updated: May 11, 2026