GENIO LMS INTEGRATION ADDENDUM

This LMS Integration Addendum (the "Addendum") is entered into on the date the Customer accepts the Commercial Agreement between Sonocent, LLC doing business as Genio, a limited liability company with a business address of 4600 140th Ave North, Suite 180, Clearwater, Florida 33762 ("Genio"), and the Customer ("Customer", and together with Genio, the "Parties").

a) As part of the Services, Genio has developed an optional feature to enable integration with a Customer’s Learning Management System (the "LMS Integration"), to improve the discoverability of the Services within the Customer's Learning Management System (“LMS”) environment and to create enriched reporting and insights for the Customer.

b) The Customer and Genio have entered into a commercial agreement (together with any prior amendments or addenda thereto, the "Commercial Agreement"), under which the Customer uses the Services.

c) The Customer wishes to activate the LMS Integration, and the Parties have agreed to record the terms on which it will be made available.

d) In consideration of the mutual promises in this Addendum, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

Capitalized terms used but not defined in this Addendum have the meanings given to them in the Commercial Agreement. In this Addendum:

(a) “Data Controller” means a party that determines the purposes and means of processing personal data.

(b) “Data Processor” means a party that processes personal data on behalf of a Data Controller and in accordance with the Data Controller’s instructions.

(c) “Data Scope" means the categories of LMS Data detailed in Schedule 1.

(d) "Derived Outputs" means any reports, insights, dashboards, or other outputs created by Genio by combining or analyzing LMS Data together with Genio Data.

(e) "Edlink" means Edlink API Inc., a Delaware corporation, whose principal place of business is at 809 E 8th St, Ste 200, Austin, Texas 78702, the third-party middleware provider engaged by Genio to enable the LMS Integration by connecting the Customer’s LMS to the Services.

(f) "Edlink Terms" means the terms of service, school-specific terms, and privacy policy published by Edlink, as updated from time to time, available at https://ed.link/docs/legal/overview.

(g) "Educational Records Data" means LMS Data that may constitute education records as defined under FERPA and/or any other applicable data protection laws, as further described in Schedule 1.

(h) "FERPA" means the Family Educational Rights and Privacy Act, 20 U.S.C. § 1232g, and its implementing regulations at 34 C.F.R. Part 99.

(i) "Genio Data" means data generated or controlled by Genio in connection with the provision of the Services, including platform and usage data, but excluding LMS Data.

(j) "Integration Authorization" means the completion by the Customer or its authorized representative of the authorization steps described in clause 4.2.

(k) "LMS" means the learning management system operated or licensed by the Customer, from which LMS Data is shared pursuant to this Addendum.

(l) "LMS Data" means data originating from or made available through the Customer’s LMS and transmitted to the Services via the LMS Integration, including Educational Records Data as described in Schedule 1.

(m) "Permitted Purposes" has the meaning given in clause 5.3.

(n) "Security Incident" means any actual or reasonably suspected unauthorized access to, or disclosure, loss, destruction, or alteration of, LMS Data.

2. RELATIONSHIP TO COMMERCIAL AGREEMENT

2.1. This Addendum supplements the Commercial Agreement and forms part of it from the Effective Date. In the event of any conflict or inconsistency between the provisions of this Addendum and the Commercial Agreement, the provisions of this Addendum shall prevail solely to the extent of that conflict and only in respect of the LMS Integration.

2.2. Except as expressly set out in this Addendum, all terms and conditions of the Commercial Agreement remain in full force and effect.

3. FEES
The LMS Integration is provided at no additional charge to the Customer. For the avoidance of doubt, this Addendum does not affect the Subscription Fees or any other charges payable under the Commercial Agreement.

4. ACTIVATION AND AUTHORIZATION

4.1. The Customer acknowledges that the LMS Integration, which forms part of the Services as detailed in the Commercial Agreement, is provided by Genio in collaboration with Edlink.

4.2. To activate the LMS Integration, the Customer or its authorized representative must complete the Integration Authorization. Genio will provide an information pack to assist the Customer with this process. The information pack is provided for guidance purposes only and does not form part of this Addendum. Genio accepts no liability for any inaccuracy or incompleteness in the information pack arising from changes made by Edlink to its authorization processes. The Customer's completion of the Integration Authorization, including its review and agreement to the Data Scope, constitutes the Customer's consent to the sharing of the categories of LMS Data set out in Schedule 1 in accordance with this Addendum.

4.3. As part of the Integration Authorization process, the Customer will be required to review and accept the Edlink Terms. The Customer acknowledges that the Edlink Terms govern the relationship between the Customer and Edlink directly in respect of the LMS Integration, that Genio is not a party to those terms, and that Genio is not responsible for notifying the Customer of any changes to the Edlink Terms. The Customer’s continued use of the Integration Authorization following any change to the Edlink Terms constitutes the Customer’s acceptance of the updated Edlink Terms.

4.4. Genio shall give the Customer not less than thirty (30) days’ prior written notice before replacing Edlink as the third-party provider of the LMS Integration. If the Customer reasonably considers that the proposed replacement provider would be materially prejudicial to its interests, it may terminate this Addendum by written notice to Genio within that thirty (30) day period. If the Customer does not terminate within that period, it shall be deemed to have accepted the replacement provider.

4.5. The Customer may deactivate the LMS Integration at any time by giving not less than thirty (30) days’ written notice to Genio. The Customer may also revoke the Integration Authorization directly through Edlink's administration portal, in which case Genio will be notified automatically and the LMS Integration will cease. All associated benefits of the LMS Integration shall cease on deactivation or revocation of the Integration Authorization, howsoever caused. The LMS Integration is conditional on the Integration Authorization remaining active.

5. DATA PROCESSING

5.1. For the purposes of LMS Data processed pursuant to this Addendum, the Customer acts as Data Controller and Genio acts as Data Processor, processing LMS Data only in accordance with the Customer's instructions as set out in this Addendum.

5.2 The LMS Data to be processed pursuant to this Addendum is limited to the categories set out in Schedule 1. If the Customer revokes sharing of any category marked Required, Genio may suspend or limit the LMS Integration to the extent that it is unable to deliver that functionality without it.

5.3. Genio is authorized to process LMS Data solely for the following purposes ("Permitted Purposes"):

(a) Improving the discoverability of the Services within the Customer’s LMS environment and enabling End Users to access the Services directly;

(b) Using course, class, and session data to tag, segment, and organize recordings and other content created by End Users within the Services, for the purposes of administration, governance, and Customer-level content management.

(c) Building toward future reporting functionality that combines LMS Data with Genio Data to deliver insights to the Customer; and

(d) Account provisioning, technical support, and service administration necessary to maintain the LMS Integration.

5.4. In processing LMS Data, Genio shall:

(a) only process LMS Data in accordance with this Addendum and the Customer’s documented instructions, unless otherwise required by applicable law, in which case Genio shall inform the Customer before processing unless legally prohibited from doing so;

(b) not process LMS Data for any purpose other than the Permitted Purposes, including for Genio’s own commercial purposes in identifiable form;

(d) implement and maintain appropriate technical and organizational security measures to protect LMS Data against unauthorized or unlawful processing and against accidental loss, destruction, or damage;

(e) provide reasonable assistance to the Customer in connection with any obligations the Customer may have to respond to requests from individuals seeking to exercise their rights in relation to their personal data, to the extent that such requests relate to LMS Data processed by Genio under this Addendum; and

(f) make available to the Customer such information as is reasonably necessary to demonstrate Genio’s compliance with its obligations under this clause 5.

5.5. LMS Data shall not be:

(a) used in its identifiable form for any purpose beyond the Permitted Purposes;

(b) re-disclosed in a manner that would violate 34 C.F.R. § 99.33 (FERPA re-disclosure requirements); or

(c) retained for longer than is necessary to fulfill the Permitted Purposes, subject to any applicable legal requirements.

5.6. LMS Data shall be treated as Confidential Information of the Customer for the purposes of the confidentiality provisions of the Commercial Agreement, which are hereby extended to apply to LMS Data accordingly.

6. FERPA

6.1. The FERPA provisions set out in the Commercial Agreement are hereby extended to apply to LMS Data shared via the LMS Integration. To the extent that the Customer is an institution required to comply with FERPA, the same conditions and obligations that apply to the sharing of education records under the Commercial Agreement apply equally to Educational Records Data shared pursuant to this Addendum.

6.2. Before activating the LMS Integration, and on a continuing basis during the term of this Addendum, the Customer shall:

(a) ensure that its privacy notices and student disclosures accurately describe the sharing of LMS Data with Genio and Edlink, including the use of course and class metadata to tag and organize student recordings within the Services; and

(b) not instruct Genio to process LMS Data in a manner that would violate FERPA or any other applicable law.

7. BREACH NOTIFICATION AND INCIDENT RESPONSE

7.1. The following notification obligations apply in the event of a Security Incident:

(a) Genio shall notify the Customer’s designated contact without undue delay, and in any event within forty-eight (48) hours of Genio becoming aware of a Security Incident involving that LMS Data.

(b) Each notification shall include, to the extent known at the time:
(i) a description of the nature of the Security Incident;
(ii) the categories and approximate volume of LMS Data affected;
(iii) the likely consequences; and
(iv) measures taken or proposed. Where full information is not yet available, an initial notification shall be made promptly and supplemented as further information becomes available.

(c) The Customer acknowledges that Edlink may also notify it directly of a Security Incident pursuant to the Edlink Terms. Genio’s notification obligation under this clause is independent of and not conditional on any such notification from Edlink.

7.2. If a Security Incident originates from or is caused by the Customer’s own LMS, systems, or infrastructure, and may affect LMS Data, the Customer shall notify Genio without undue delay, and in any event within forty-eight (48) hours after becoming aware. In such circumstances:
(a) Genio will take reasonable steps to isolate or suspend the relevant data sync where technically practicable;
(b) the Parties shall cooperate in good faith to assess the impact and agree on remediation steps; and
(c) the Customer shall remain primarily responsible for its own LMS security and for notifying affected individuals and regulatory authorities as required by applicable law.

7.3. A failure by either Party to comply with the notification obligations in clause 7.1 or 7.2 may be taken into account in assessing liability for the underlying Security Incident to which the notification failure relates. Any liability arising from a notification failure shall be subject to clause 9.

8. DATA RIGHTS AND OWNERSHIP

8.1. Each Party retains all right, title, and interest in and to its own intellectual property, systems, and materials existing prior to or independently of this Addendum. Nothing in this Addendum transfers any such rights to the other Party.

8.2. As between the Parties, the Customer acts as Data Controller in respect of LMS Data shared pursuant to this Addendum. Genio's Data Processor status in respect of LMS Data does not confer on Genio any right to use that data beyond the Permitted Purposes and the license granted in clause 8.5.

8.3. Genio acts as Data Controller in respect of Genio Data. The Customer acknowledges that it has no interest in, nor acquires any rights in, Genio Data by virtue of this Addendum or the LMS Integration.

8.4. Where Genio combines or analyzes LMS Data together with Genio Data to generate Derived Outputs, Genio shall have the exclusive right to create, retain, and use those Derived Outputs. The Customer acknowledges that:
(a) the Derived Outputs are produced through the application of Genio’s proprietary methods, algorithms, and analytical capability; and (b) the Customer shall have access to Derived Outputs that relate to its own students, to the extent made available by Genio as part of the LMS Integration, but does not acquire any rights in the underlying methods or tools used to produce them.

8.5. The Customer hereby grants to Genio a non-exclusive, worldwide, royalty-free license to access, process, combine, and analyze LMS Data for the following purposes:
(a) delivering the Permitted Purposes set out in clause 5.3;
(b) creating Derived Outputs as contemplated by clause 8.4; and
(c) using aggregated, anonymized data that is not attributable to any identified or identifiable individual or Customer, to improve Genio’s products and services generally across its customer base.
This license commences on the Effective Date and terminates on the earliest of:
(a) deactivation or revocation of the Integration Authorization; or
(b) termination or expiry of this Addendum for any reason.
Following termination of this license, Genio may retain and use Derived Outputs created prior to termination solely in anonymized, non-identifiable form and solely for the purpose set out in clause 8.5(c).

8.6. The license in clause 8.5 does not permit Genio to sell, sublicense, or otherwise commercialize LMS Data as a standalone dataset. This clause survives termination of this Addendum.

9. LIABILITY
Genio shall not be liable for any loss or damage arising from failures, breaches, or misconfigurations originating in the Customer's own LMS or systems, including where such failures result in corrupted, inaccurate, or unauthorised data being transmitted through the Services. Where such a failure causes direct loss or damage to Genio, the Customer shall be liable for that loss or damage subject to the liability provisions of the Commercial Agreement.

10. TERM AND TERMINATION

10.1. This Addendum shall remain in effect for so long as the Commercial Agreement remains in force and the Integration Authorization has not been revoked, unless earlier terminated in accordance with this clause 10. Where the Customer revokes the Integration Authorization in accordance with clause 4.5, this Addendum shall terminate automatically on the expiry of such notice period, without prejudice to any rights or obligations that have accrued prior to termination.

10.2. The Customer may terminate this Addendum (without terminating the Commercial Agreement) at any time by giving not less than thirty (30) days’ written notice to Genio, in accordance with clause 4.5.

10.3. Either Party may terminate this Addendum immediately on written notice if the other Party commits a material breach of this Addendum that is incapable of remedy, or that remains unremedied for thirty (30) days after written notice requiring remedy.

10.4. This Addendum shall terminate automatically upon termination of the Commercial Agreement, howsoever occurring.

10.5. On termination or expiry of this Addendum: (a) the LMS Integration will be deactivated; (b) LMS Data held solely for the purposes of this Addendum will be deleted within thirty (30) days, save to the extent retention is required by law; (c) any LMS-derived metadata used to tag or organize recordings within the Services will be stripped from those recordings within thirty (30) days, the underlying recordings themselves remaining unaffected and continuing to be governed by the Commercial Agreement; and (d) any Derived Outputs created prior to termination will be anonymized and may be retained and used by Genio solely for the purpose set out in clause 8.5(c), provided that genuine anonymization is technically achievable. Where a Derived Output cannot be genuinely anonymized, it will be deleted within thirty (30) days of termination. Clauses 5.5, 5.6, 8.6, 9, and this clause 10.5 shall survive termination or expiry.

11. MISCELLANEOUS

Save as expressly amended or supplemented by this Addendum, all other terms and conditions of the Commercial Agreement remain in full force and effect. This Addendum, together with the Commercial Agreement, constitutes the entire agreement between the Parties with respect to the LMS Integration and supersedes all prior representations, understandings, and agreements relating to that subject matter. No modification, amendment, or waiver of any provision of this Addendum shall be effective unless made in writing and signed by the Parties.

12. GOVERNING LAW
This Addendum is governed by, and all disputes arising out of or in connection with it shall be resolved in accordance with the governing law and dispute resolution provisions stated in the Commercial Agreement.