Master Software License and Pilot Agreement

Master Software License and Pilot Agreement

This Master Software License and Pilot Agreement ("Agreement") is entered into by and between Maynard Protocol Systems, LLC ("MPS"), hereinafter referred to as the "Licensor," and the educational institution identified during signup or on the signature page ("Institution"), hereinafter referred to as the "Licensee."

The Effective Date of this Agreement shall be the date of the last signature or, for online signup, the date the authorized representative accepts this Agreement during checkout setup.

1. Purpose

Licensor grants Licensee a limited, non-exclusive, non-transferable license to access and use the Maynard Protocol Systems software platform solely for educational, instructional, quality assurance, simulation, and evaluation purposes under the terms of this Agreement.

No ownership rights are transferred.

2. Ownership

The Institution acknowledges that the following remain the exclusive intellectual property of Licensor:

• Software code
• Source code
• AI prompts
• AI workflows
• Scoring algorithms
• Comprehensive Scope of Practice methodology
• Evaluation framework
• Instructor analytics
• Reporting systems
• Documentation
• Training materials
• Rubrics
• Scenarios
• Graphics
• Branding
• Logos
• Databases
• Future updates
• Derivative works

Nothing contained within this Agreement transfers ownership of any intellectual property to the Institution.

3. License

Institution receives a limited license to:

• Access the software.
• Evaluate students.
• Evaluate instructors.
• Create simulations.
• Generate reports.
• Store evaluation data.
• Use AI-assisted educational features.

The license does not permit ownership of the software.

4. Prohibited uses

Institution shall not:

• Copy the software.
• Reverse engineer the software.
• Decompile the software.
• Attempt to discover proprietary algorithms.
• Copy prompts.
• Copy evaluation rubrics.
• Copy Comprehensive Scope of Practice methodology.
• Build competing software using information learned through the platform.
• Sell, sublicense, lease, or distribute the software.
• Share administrator credentials.
• Circumvent licensing restrictions.
• Remove copyright notices.
• Use automated systems to scrape data from the platform.

5. Confidentiality

Institution agrees that the following constitute Confidential Information:

• AI prompts
• Scoring methodology
• Internal documentation
• Evaluation architecture
• Statistical models
• Training documents
• Instructor materials
• Source code
• Future features
• Pricing information

Institution agrees not to disclose Confidential Information to any third party without written permission.

These obligations survive termination of this Agreement.

6. Data ownership

Institution owns:

• Student names
• Student grades
• Uploaded recordings
• Uploaded documents
• Institution-generated reports
• Institution-specific analytics

Licensor owns:

• Software
• AI models
• Evaluation methods
• Software improvements
• Aggregate anonymized analytics
• Platform architecture

Licensor may use anonymized and de-identified data to improve software performance, benchmarking, quality assurance, AI model refinement, and educational research. No personally identifiable student information shall be disclosed without authorization.

7. FERPA and privacy

Both parties agree to comply with applicable federal and state privacy laws, including the Family Educational Rights and Privacy Act (FERPA), where applicable.

Institution remains responsible for obtaining any required permissions for student recordings, transcripts, or uploaded educational materials.

8. AI limitations

Institution acknowledges:

• AI recommendations are advisory.
• Final grading authority remains with qualified instructors.
• AI does not replace instructor judgment.
• Institution is responsible for final academic decisions.

9. Service availability

Licensor will use commercially reasonable efforts to maintain service availability but does not guarantee uninterrupted operation.

Temporary outages for maintenance, updates, or unforeseen technical issues do not constitute breach of contract.

10. Updates

Licensor may modify features, AI models, reports, security measures, user interface, and evaluation tools to improve software functionality.

Major changes affecting workflow will be communicated to Institution.

11. Fees

Institution agrees to pay licensing fees according to the executed pricing schedule, checkout plan, or written order terms.

Implementation for the Evaluation + Scenario Builder package and the Individual package is a one-time $99 fee billed only when needed. Standard institutional implementation is $750 and is billed separately from monthly institutional subscriptions. The final institutional implementation quote may vary based on onboarding, configuration, migration, training, integration, and customization requirements, with limited-scope institutional implementations privately available from a $299 minimum. The standard $750 implementation is included with qualifying annual institutional agreements and permanently waived for institutions that begin through the 60-day pilot, including after conversion to monthly service, unless a separate written agreement covers expanded professional services.

Failure to pay may result in suspension or termination of access.

12. Pilot programs

If this Agreement is for a pilot:

• Pilot access expires automatically on the agreed end date.
• Pilot feedback may be used to improve the software.
• Institution receives no ownership interest.
• Continued use requires execution of a commercial license or continuation under the applicable checkout or written commercial terms.

13. Termination

Licensor may terminate this Agreement immediately if Institution:

• Copies proprietary materials.
• Reverse engineers the software.
• Violates confidentiality.
• Fails to pay required fees.
• Uses the software unlawfully.

Upon termination:

• Access immediately ceases.
• Institution shall discontinue use.
• Confidential Information shall remain protected.

14. Limitation of liability

To the fullest extent permitted by law, Licensor shall not be liable for indirect, incidental, consequential, special, or punitive damages, including lost profits, lost educational opportunities, or business interruption.

Licensor's total liability shall not exceed the amount paid by Institution during the twelve (12) months preceding the event giving rise to the claim.

15. Indemnification

Institution agrees to defend and indemnify Licensor against claims arising from:

• Improper software use.
• Unauthorized data uploads.
• Privacy violations caused by Institution.
• Misuse of AI-generated recommendations.

16. Governing law

This Agreement shall be governed by the laws of the State of North Carolina, without regard to its conflict-of-law principles.

Any legal action shall be brought in the appropriate state or federal court located in North Carolina.

17. Entire agreement

This Agreement constitutes the complete understanding between the parties and supersedes all prior oral or written agreements regarding the software.

Any amendment must be in writing and signed by both parties.

18. Signature information

For written execution, the parties may complete a signature page identifying Maynard Protocol Systems, LLC and the Institution.

For online signup, the accepted agreement version, institution name, authorized representative name, email, checkout plan, and acceptance timestamp serve as the recorded acceptance information for account setup.