Terms of Service

OnStride™ Terms of Service OnStride INC. Effective Date: April 29, 2026 Last Updated: April 29, 2026 BY ACCESSING OR USING THE SERVICES, CREATING AN ACCOUNT, OR PURCHASING A SUBSCRIPTION, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE (THE “TERMS”). IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES. These Terms form a legally binding agreement between you (“Customer,” “you,” or “your”) and OnStride INC., a Florida corporation with a principal place of business at 915 N Franklin St, Tampa, FL 33602 (“OnStride,” “Company,” “we,” “our,” or “us”), governing your access to and use of the OnStride™ software-as-a-service platform, including the website at onstrideapp.com, our mobile applications, APIs, integrations, documentation, and all related services (collectively, the “Services”). If you are using the Services on behalf of a company, barn, stable, training operation, or other entity, you represent and warrant that you have full legal authority to bind that entity to these Terms, and references to “you” and “Customer” will refer to that entity. OnStride may modify these Terms at any time as set forth in Section 23. Your continued use of the Services after the effective date of any updated Terms constitutes acceptance of those updates. Terms at a Glance This summary is provided for convenience only. The full Terms below govern in all respects. • OnStride is a software platform for equestrian and equine facility management. It is not a veterinarian, trainer, animal-care provider, transportation provider, hardware manufacturer, or insurer. • You must be 18 or older to be an Account Owner. Authorized Users under 18 require parental or guardian consent obtained by the Account Owner. • Subscriptions are monthly and auto-renew. All Subscription Fees are non-refundable. • You retain ownership of your business data. You grant OnStride broad rights to operate, improve, and develop the Services, including AI training, fraud detection, benchmarking, and the creation of de-identified and aggregated data. • OnStride uses Stripe Connect for payments. Barn operators are the merchant of record for transactions with their clients. OnStride is not a party to those transactions. • Liability is capped at the greater of fees paid in the prior 12 months or US$500. No indirect or consequential damages. • Disputes are resolved by binding arbitration in Hillsborough County, Florida, under Florida law. Class actions are waived. • Florida’s Equine Activity Liability Act (Fla. Stat. §§ 773.01–773.06) applies. Equine activities involve inherent risks. OnStride is not responsible for any injury, illness, death, or damage to any horse, animal, person, or property arising from or related to your use of the Services. • Notices and contact: admin@onstrideapp.com | 915 N Franklin St, Tampa, FL 33602. 1. Definitions Capitalized terms used in these Terms have the meanings given to them where first defined or in this Section 1. • “Account Owner” means the Customer administrator who registers an account, controls billing, manages permissions, and authorizes Authorized Users. • “Authorized User” means any individual (including a Customer’s employees, contractors, agents, boarders, students, trainers, grooms, or other invitees) who is authorized by the Account Owner to access or use the Services under Customer’s account. • “Customer Data” means all data, content, information, files, photos, videos, records, and materials submitted to, uploaded to, generated within, or transmitted through the Services by Customer or Authorized Users, including business and operational data and information about horses, animals, clients, and personnel. • “Fees” means the Subscription Fees and any other amounts payable by Customer to OnStride for access to or use of the Services. • “Feedback” means any suggestions, ideas, comments, recommendations, or other feedback you provide to OnStride about the Services. • “Mobile Apps” means OnStride’s iOS and Android applications, when made available. • “Personal Data” means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked to a particular individual or household. • “Privacy Policy” means OnStride’s privacy policy available at onstrideapp.com/privacy, as updated from time to time, which is incorporated by reference into these Terms. • “Services” has the meaning given in the introduction to these Terms. • “Subscription” means the OnStride service plan selected by Customer, which governs Customer’s access to the Services. • “Subscription Fees” means the recurring fees payable for the selected Subscription plan. • “Term” means the period beginning on the Effective Date of Customer’s first account creation and continuing until terminated as set forth in Section 21. 2. Eligibility and Account Responsibilities 2.1 Eligibility You must be at least 18 years of age and legally capable of entering into a binding contract under applicable law to register as an Account Owner. By using the Services, you represent and warrant that you meet these eligibility requirements. 2.2 Account Registration To access most features, you must register for an account and provide accurate, current, and complete information. You agree to keep your registration information up to date. OnStride may, at its sole discretion, refuse, suspend, or disable any account that contains false, misleading, or incomplete information, that is being used in violation of these Terms, or that has otherwise become subject to a legitimate dispute regarding ownership or control. 2.3 Account Security You are solely responsible for safeguarding your account credentials and for all activity that occurs under your account, whether or not authorized by you. You agree to: (a) keep your credentials confidential; (b) not allow any third party to access the Services using your credentials; (c) immediately notify OnStride at admin@onstrideapp.com of any actual or suspected unauthorized access or breach of security; and (d) log out of your account at the end of each session, especially when accessing the Services from a shared or public device. OnStride is not liable for any loss or damage arising from your failure to comply with this Section. 2.4 Role-Based Access and User Management The Account Owner controls all permissions, role assignments, and access levels for Authorized Users. The Account Owner may promote, demote, or reassign roles (including, where applicable, transferring Account Owner status to another Authorized User). The Account Owner is responsible for: (a) authorizing only individuals who need access to the Services; (b) ensuring all Authorized Users comply with these Terms; (c) promptly revoking access for any Authorized User who no longer requires it or whose authorization has been terminated; and (d) all acts and omissions of Authorized Users under the account. 2.5 Authorized Users Under 18 Account Owners must be 18 years of age or older. The Services are not designed for use by children under the age of 13, and Customer represents and warrants that it will not knowingly submit Personal Data of any individual under 13 to the Services. If the Account Owner authorizes any Authorized User who is between the ages of 13 and 17 (for example, a junior rider, lesson student, or pony-club member), the Account Owner represents and warrants that it has obtained verifiable consent from the parent or legal guardian of each such Authorized User prior to providing them with access to the Services. The Account Owner is solely responsible for collecting, retaining, and producing evidence of such consent and agrees to indemnify OnStride against any claim arising from a failure to obtain or maintain such consent. 2.6 Account Transfer; Sale of Business Customer accounts are personal to Customer and are not transferable, assignable, or saleable to any third party without OnStride’s prior written consent, which will not be unreasonably withheld. If a barn, stable, or other equestrian business is sold or otherwise transferred, the buyer must contact OnStride to request approval of an account transfer; OnStride may condition any such approval on the buyer’s acceptance of these Terms, payment of any past-due Fees, and provision of reasonable documentation of the underlying transaction. Internal succession of an Account Owner role within an existing entity (for example, promoting another Authorized User to Account Owner) does not require OnStride’s consent. 2.7 Account Holder Death or Incapacity In the event of the death or legal incapacity of an Account Owner who is an individual, OnStride may, upon receipt of reasonable supporting documentation (such as a death certificate, court order, or letters testamentary), transfer Account Owner status to another individual who has legal authority over the account or close the account in accordance with applicable law. OnStride has no obligation to release Customer Data except as required by applicable law and may charge a reasonable administrative fee for such transitions. 3. License; Restrictions; Service Changes 3.1 License Grant Subject to your compliance with these Terms and timely payment of all Fees when due, OnStride grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your internal business operations during the Term. 3.2 Restrictions You will not, and will not permit any Authorized User or third party to: • copy, modify, adapt, translate, or create derivative works based on the Services, or any portion of the Services’ software, user interface, or documentation; • reverse engineer, decompile, disassemble, scrape, or otherwise attempt to derive or extract the source code, models, algorithms, training data, prompts, or underlying ideas of the Services; • use the Services, OnStride’s outputs, or any data, methodology, or know-how derived from the Services to design, build, train, improve, market, or operate any product, service, or AI/ML system that competes with the Services; • sublicense, sell, resell, rent, lease, transfer, distribute, or assign the Services to any third party, or use the Services to provide a service bureau, time-sharing, or hosted service to any third party; • access, monitor, or test the availability, performance, or functionality of the Services for any benchmarking or competitive purpose; • use the Services in violation of any applicable law, regulation, or third-party right, or in any manner inconsistent with the Documentation; • introduce malware, viruses, worms, ransomware, or other malicious or harmful code into the Services, or interfere with or disrupt the integrity, security, or performance of the Services; • circumvent or attempt to circumvent any usage limits, access controls, security mechanisms, or technical protections of the Services; • remove, obscure, or alter any proprietary notices on the Services or any related materials; or • use the Services to develop, train, fine-tune, validate, evaluate, or improve any machine-learning model, artificial intelligence system, or large language model, except for use of OnStride’s own AI features as intended. 3.3 Non-Compete During the Term and for a period of twelve (12) months thereafter, you will not, directly or indirectly, use any Confidential Information of OnStride, the Services, or any data, methodology, or know-how derived from the Services to design, build, market, or operate a software product or service that competes with the Services, or to solicit any employee or contractor of OnStride to leave their position. This restriction is enforceable to the maximum extent permitted under Florida law. 3.4 Service Changes OnStride may modify, update, enhance, add to, remove, or discontinue features or components of the Services at any time. If OnStride materially reduces the core functionality of a paid Subscription plan, OnStride will use commercially reasonable efforts to provide at least thirty (30) days’ advance notice. 3.5 Beta and Pre-Release Features OnStride may make beta, preview, alpha, evaluation, or other pre-release features (“Beta Features”) available to Customer. Beta Features are provided “AS IS” and “AS AVAILABLE” without warranty of any kind. OnStride may modify, suspend, or discontinue Beta Features at any time without notice and without liability. Beta Features are excluded from any service warranty or service-level commitment. 4. Equine, Animal, and Facility Disclaimer 4.1 Software Only ONSTRIDE IS A SOFTWARE PLATFORM ONLY. ONSTRIDE IS NOT A VETERINARIAN, FARRIER, TRAINER, INSTRUCTOR, BOARDING OPERATOR, BREEDING SPECIALIST, TRANSPORTATION PROVIDER, HORSE-CARE PROFESSIONAL, OR ANIMAL-WELFARE AUTHORITY. ONSTRIDE DOES NOT PROVIDE VETERINARY, MEDICAL, TRAINING, OR ANIMAL-CARE ADVICE OR SERVICES. 4.2 Customer Responsibility All decisions concerning the care, management, training, breeding, treatment, transport, health, safety, and welfare of any horse, animal, person, or property are the sole responsibility of Customer and its Authorized Users. Customer is solely responsible for: (a) obtaining qualified professional advice (including from licensed veterinarians, certified trainers, and facility-safety experts) before making any decision affecting animal welfare or human safety; (b) verifying the accuracy and completeness of any information generated by, displayed in, or derived from the Services before relying on it; and (c) ensuring that its operations comply with all applicable laws, regulations, codes, and industry standards. 4.3 Florida Equine Activity Liability Act Equine activities involve inherent risks of injury, illness, or death to horses, other animals, and humans, including risks that cannot be eliminated regardless of care taken. Customer acknowledges and agrees that Florida’s Equine Activity Liability Act, Fla. Stat. §§ 773.01–773.06, and equivalent equine-activity statutes in other U.S. states, may apply to Customer’s use of the Services and the operation of Customer’s business. Customer assumes all such inherent risks and agrees that OnStride is not an “equine activity sponsor,” “equine professional,” or otherwise a participant in any equine activity. 4.4 No Liability for Equine, Animal, Human, or Property Harm TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ONSTRIDE IS NOT LIABLE FOR ANY INJURY, ILLNESS, LAMENESS, COLIC, INFECTION, DEATH, ESCAPE, LOSS, THEFT, OR DAMAGE TO ANY HORSE OR OTHER ANIMAL; ANY INJURY, ILLNESS, OR DEATH OF ANY PERSON (INCLUDING RIDERS, BOARDERS, GROOMS, EMPLOYEES, CONTRACTORS, OR VISITORS); ANY DAMAGE TO OR LOSS OF ANY BARN, STABLE, ARENA, FENCE, EQUIPMENT, TRAILER, VEHICLE, OR OTHER PROPERTY; ANY BREEDING, FOALING, OR REPRODUCTIVE LOSS; ANY TRANSPORT, COMPETITION, OR TRAINING INCIDENT; OR ANY OTHER HARM ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES, REGARDLESS OF CAUSE. 4.5 GPS, Location-Tracking, and Real-Time Alerts If the Services include any GPS, location-tracking, geofencing, real-time alerting, or similar features (whether OnStride-provided or third-party), Customer acknowledges and agrees that such features are provided on an “as-available” basis and may be delayed, inaccurate, incomplete, or unavailable due to factors outside OnStride’s control, including signal coverage, device battery, weather, hardware failure, network conditions, and third-party service interruptions. Customer will not rely solely on these features for the safety, location, or recovery of any horse, animal, person, or property, and OnStride disclaims all liability for any harm arising from any failure, delay, inaccuracy, or unavailability of such features, including but not limited to escape, runaway, theft, injury, or death of any horse or animal. 4.6 Insurance OnStride strongly recommends that every Customer maintain appropriate commercial general liability insurance, equine professional liability insurance, care/custody/control coverage, and any other coverage appropriate for its operations. OnStride does not require Customer to carry insurance and is not responsible for confirming whether any Customer or Authorized User maintains adequate coverage. The Services are software tools, not a substitute for insurance. 5. Customer Data, Privacy, AI, and Data Use Rights 5.1 Ownership of Customer Data As between you and OnStride, you retain all right, title, and interest in and to Customer Data, subject to the licenses granted in this Section 5. OnStride does not claim ownership of Customer Data. 5.2 License to Operate, Improve, and Develop the Services You grant OnStride a worldwide, non-exclusive, royalty-free, fully-paid-up, sublicensable license to host, store, copy, transmit, display, process, analyze, and otherwise use Customer Data to: (a) provide, operate, secure, maintain, support, and improve the Services; (b) develop, test, train, fine-tune, validate, and improve OnStride’s products, services, features, models (including artificial intelligence and machine-learning models), algorithms, analytics, and underlying infrastructure; (c) detect, prevent, and address fraud, abuse, security incidents, technical issues, and violations of these Terms or applicable law; (d) generate aggregated and de-identified data and statistics; (e) comply with applicable law, legal process, and lawful requests from governmental authorities; and (f) enforce these Terms. 5.3 Aggregated and De-Identified Data Notwithstanding any other provision of these Terms, OnStride may collect, generate, derive, retain, use, disclose, license, sell, and commercialize aggregated and de-identified data derived from Customer Data and from use of the Services (“Aggregated Data”), in perpetuity and without compensation to Customer, including for the purposes of: (a) industry benchmarking, market research, and analytics; (b) publishing reports, white papers, statistics, and benchmarks; (c) building, training, validating, and improving AI/ML models and other features; (d) developing and offering new products and services (including data products); (e) sharing or licensing such data to research partners, vendors, insurers, regulators, and other third parties; and (f) any other lawful business purpose. Aggregated Data does not identify Customer, any Authorized User, or any individual. 5.4 AI and Machine-Learning Features The Services may include artificial intelligence and machine-learning features, including (without limitation) AI-driven content generation, automated communications, scheduling and operational recommendations, image and video analysis, predictive analytics, and AI-assisted health, safety, or behavioral alerts (collectively, “AI Features”). You acknowledge and agree that: • AI Features may produce outputs that are inaccurate, incomplete, biased, outdated, offensive, or otherwise inappropriate, and may exhibit errors or hallucinations; • AI Feature outputs are not professional advice and are not a substitute for veterinary, medical, legal, financial, training, or any other professional judgment; • Customer is solely responsible for reviewing, validating, editing, and approving any AI-generated output before relying on it, communicating it externally, or making any decision based on it; • AI Features that relate to horse or animal health, lameness, behavior, well-being, safety, or veterinary matters are informational only, are not diagnoses, and must not be used in place of consultation with a licensed veterinarian or qualified professional; • AI Features that relate to barn, facility, or rider safety (including any camera-based detection, motion-detection, fall-detection, or similar capabilities) are informational only, may fail or produce false positives or false negatives, and must not be relied on as a primary safety system or substitute for human supervision or qualified safety professionals; • OnStride may modify, limit, throttle, suspend, or discontinue any AI Feature at any time, with or without notice; and • OnStride may use Customer’s interactions with AI Features (including prompts, inputs, and outputs) on a de-identified basis to evaluate, train, fine-tune, and improve the AI Features and the Services. 5.5 Privacy Policy and Data Processing Addendum OnStride’s collection, use, and disclosure of Personal Data is governed by the Privacy Policy. Where OnStride processes Personal Data on Customer’s behalf as a service provider or processor under applicable U.S. state privacy laws, the Data Processing Addendum (“DPA”) at Addendum A applies. 5.6 California Residents Customers and Authorized Users who are California residents have specific rights under the California Consumer Privacy Act, as amended by the California Privacy Rights Act (collectively, the “CCPA/CPRA”). To the extent OnStride sells or shares (as those terms are defined under the CCPA/CPRA) any Personal Data, OnStride will provide a “Do Not Sell or Share My Personal Information” mechanism through the Privacy Policy and onstrideapp.com. To the extent OnStride acts as a service provider or contractor to Customer under the CCPA/CPRA, the DPA at Addendum A governs. 5.7 No Use Outside the United States The Services are designed for use in the United States and are hosted in the United States. Customer represents and warrants that it will not use the Services from outside the United States or upload Personal Data of individuals located outside the United States without OnStride’s prior written consent. Customer is solely responsible for compliance with any non-U.S. data-protection law that may apply to its operations. 5.8 Security OnStride maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data, including encryption in transit, access controls, logging, and ongoing security monitoring. No system is, or can be, completely secure, and OnStride does not warrant that the Services will be free from unauthorized access, intrusion, or compromise. 5.9 Data Breach Notification OnStride will notify Customer without undue delay, and where reasonably practicable within seventy-two (72) hours, after confirming a Personal Data Breach (as defined in the DPA) that affects Customer’s Personal Data. 5.10 Data Retention; Export; Deletion During an active Subscription, Customer may export Customer Data through the in-product export tools or by reasonable written request to admin@onstrideapp.com. After termination or closure of the account, OnStride will retain Customer Data for ninety (90) days during which Customer may request export, after which OnStride will delete or de-identify Customer Data, except that OnStride may retain Customer Data longer to: (a) comply with legal, regulatory, audit, tax, or accounting obligations; (b) resolve disputes; (c) enforce these Terms; (d) maintain backups in accordance with OnStride’s standard backup retention practices; and (e) retain Aggregated Data and de-identified data without limitation. Suspended accounts may be retained indefinitely pending resolution of the suspension, to the maximum extent permitted by applicable law. 5.11 No HIPAA / Veterinary Records The Services are not designed or intended to comply with the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”). The Services may be used to record, store, and reference equine and animal health information, but Customer agrees not to upload or transmit human protected health information (PHI) through the Services. OnStride is not a “business associate” under HIPAA. Customer is solely responsible for compliance with any law or regulation governing animal medical or breeding records. 6. Acceptable Use 6.1 Permitted Use Customer and Authorized Users may use the Services only for lawful business purposes consistent with these Terms, the Documentation, and all applicable laws, regulations, and industry standards. 6.2 Prohibited Conduct Without limiting Section 3.2, you will not, and will ensure your Authorized Users do not, use the Services to: • upload, transmit, store, or distribute any content that is unlawful, infringing, defamatory, harassing, threatening, abusive, fraudulent, deceptive, obscene, or invasive of any person’s privacy or publicity rights; • upload, transmit, or store any malware, ransomware, spyware, virus, worm, Trojan horse, or other malicious or harmful code; • attempt to gain unauthorized access to the Services, other Customer accounts, or OnStride’s back-end or infrastructure; • send unsolicited bulk communications, spam, or phishing messages, or use any messaging feature in violation of Section 7; • violate the privacy, publicity, contractual, intellectual-property, or other rights of any individual or entity, or unlawfully collect Personal Data from any individual; • upload Personal Data of any individual without having provided that individual with all required notices and obtained all required consents; • use the Services in connection with any illegal animal-related activity, abuse, or neglect; • interfere with, disrupt, or damage the performance, security, or integrity of the Services, or impose an unreasonable load on the Services’ infrastructure; • use the Services in any jurisdiction, or in any manner, that would violate U.S. export-control, sanctions, anti-money-laundering, or anti-bribery laws; or • use the Services to facilitate any activity prohibited by Sections 3.2 or 5.4. 6.3 Enforcement OnStride may, in its sole discretion, investigate any suspected violation of this Section 6, remove or disable access to any content, suspend or terminate the offending account, and report violations to law enforcement or other appropriate authorities. 7. Customer Communications: SMS, Email, Voice, and Push 7.1 Customer-Initiated Communications The Services include features that allow Customer to send messages and communications to its boarders, clients, students, employees, and other recipients (including by SMS, MMS, RCS, email, voice call, push notification, and in-app message) (“Customer Communications”). Customer is solely responsible for the content, recipients, frequency, timing, and lawfulness of all Customer Communications, and for ensuring that Customer Communications comply with all applicable laws, regulations, carrier rules, and industry guidelines, including (without limitation) the Telephone Consumer Protection Act, 47 U.S.C. § 227 (“TCPA”); the CAN-SPAM Act of 2003; state mini-TCPA and consumer-protection laws (including the Florida Telephone Solicitation Act); the Federal Trade Commission Act; the CTIA Messaging Principles and Best Practices; and applicable carrier and aggregator policies. 7.2 Consent and Opt-Out Customer represents, warrants, and covenants that, prior to sending any Customer Communication: (a) Customer has obtained from each recipient any required prior express consent or prior express written consent (as applicable under the TCPA and other laws) to receive the type, content, and frequency of communications being sent; (b) Customer has provided all required disclosures (including identification of the sender, message frequency, opt-out instructions, and that message-and-data rates may apply); and (c) Customer maintains records of consent and provides recipients with a working, easy-to-use opt-out mechanism, and honors opt-out requests promptly. OnStride may, but is not obligated to, provide tooling that assists Customer in capturing consent and processing opt-outs; the use of any such tooling does not relieve Customer of responsibility for compliance. 7.3 No Liability for Customer Communications OnStride is not the sender of Customer Communications and is not responsible for their content, deliverability, timing, or compliance. To the maximum extent permitted by applicable law, OnStride is not liable for any claim, fine, penalty, or damages arising from Customer Communications, and Customer will defend, indemnify, and hold harmless OnStride from any such claim under Section 19. 7.4 Voice Calls; Recording; Transcription If the Services include voice-call, voicemail, or call-recording functionality, Customer is solely responsible for compliance with all federal and state call-recording laws, including obtaining all consents required by one-party-consent and two-party (“all-party”) consent jurisdictions. Customer authorizes OnStride to play any standard recording-disclosure message that OnStride makes available, but Customer remains solely responsible for ensuring that adequate disclosures and consents are in place. 7.5 Transactional vs. Marketing Communications OnStride may, on its own behalf, send Customer transactional messages (such as billing notices, account alerts, security notices, and Service updates) using the contact information Customer provides. Customer may opt out of OnStride marketing messages but cannot opt out of transactional or operational messages while maintaining an active account. 8. Subscription, Fees, and Auto-Renewal 8.1 Subscription Plans OnStride offers monthly Subscription plans. Subscription Fees, billing frequency, and included features are set forth at the time of purchase or in an order form. All Fees are quoted in U.S. dollars. 8.2 Auto-Renewal Subscriptions automatically renew on a monthly basis at the then-current rate until cancelled. By subscribing, you authorize OnStride and its payment processors to charge the payment method on file each month, including for any applicable taxes and any changes in price for which OnStride has provided prior notice. This is an auto-renewing subscription disclosure for purposes of Fla. Stat. § 501.165 and analogous state laws: your Subscription will automatically renew unless cancelled. 8.3 Promotional Codes and Free-Trial Months OnStride may offer promotional codes that provide a discounted or free initial Subscription period (a “Promotional Period”). Even when a Promotional Period is offered, you must provide a valid payment method at signup, and you authorize OnStride to charge that payment method automatically at the standard Subscription rate at the end of the Promotional Period and for each month thereafter, unless you cancel before the Promotional Period ends. Promotional codes are non-transferable, may not be combined with other offers, and may be revoked or modified by OnStride. 8.4 Cancellation You may cancel your Subscription at any time through your account settings or by emailing admin@onstrideapp.com. Cancellation stops future renewals; access to the Services continues through the end of the then-current paid period. OnStride does not pro-rate, refund, or credit any unused portion of a paid month. 8.5 No Refunds ALL SUBSCRIPTION FEES AND OTHER FEES ARE NON-REFUNDABLE EXCEPT AS EXPRESSLY REQUIRED BY APPLICABLE LAW. Without limiting the foregoing, OnStride does not refund Fees for partial months, unused features, account suspension or termination, downtime, scheduled maintenance, or dissatisfaction with the Services. 8.6 Failed Payments and Suspension If a payment fails or is overdue, OnStride will notify Customer at the email on file. If full payment is not received within ten (10) days after such notice, OnStride may suspend Customer’s access to the Services. Continued non-payment for an additional thirty (30) days after suspension may result in termination of the account and deletion of Customer Data in accordance with Section 5.10. Suspension does not relieve Customer of any obligation to pay accrued Fees. 8.7 Price Changes OnStride may change Subscription pricing at any time. OnStride will provide at least thirty (30) days’ advance notice of any price increase before the increase applies to your next renewal. Continued use of the Services after the effective date of a price change constitutes acceptance of the new pricing. 8.8 Taxes Fees do not include sales tax, use tax, VAT, GST, or other governmental assessments, all of which are Customer’s responsibility. OnStride may collect and remit applicable taxes through its payment processor where required. Customer is responsible for properly configuring tax settings (including Stripe Tax, where used) for transactions Customer originates with its own clients. 8.9 Billing Disputes If Customer believes a charge is incorrect, Customer must notify OnStride at admin@onstrideapp.com within thirty (30) days of the charge. Failure to give such notice waives any claim against OnStride for the disputed charge. 9. Payments via Stripe Connect 9.1 Stripe Connected Accounts OnStride uses Stripe Connect to facilitate payments between Customer barns, trainers, and other operators (“Connected Accounts”) and their boarders, students, and clients (“End Clients”). Connected Accounts must register with Stripe and accept Stripe’s Services Agreement, Connected Account Agreement, and other applicable Stripe terms (collectively, “Stripe Terms”). 9.2 Merchant of Record The Connected Account (i.e., the barn or operator) is the merchant of record for all transactions with its End Clients. OnStride is not the merchant of record, is not a party to those transactions, does not provide the underlying goods or services, and does not hold or take title to funds. All sales, refund, chargeback, dispute, tax-collection, and customer-service obligations relating to End Client transactions are the responsibility of the Connected Account. 9.3 No Platform Fee; Processing Fee Pass-Through OnStride does not currently charge a platform fee or markup on top of Stripe’s standard processing fees for Connected Account transactions. By default, the Connected Account absorbs Stripe’s processing fees. Connected Accounts may elect, where supported in the Services, to pass Stripe’s processing fee through to End Clients as a clearly itemized line item on each invoice. Where enabled, the exact pass-through amount is calculated automatically and disclosed to the End Client before payment. OnStride reserves the right to introduce, modify, or eliminate platform fees in the future on at least thirty (30) days’ prior notice. 9.4 No Liability for Stripe Stripe is an independent third party. OnStride is not liable for any payment failure, processing delay, hold, freeze, reserve, chargeback, dispute, settlement, account suspension, account termination, or other action by Stripe. Customer’s sole remedy for any such matter is against Stripe under the Stripe Terms. 9.5 No Mediation of Disputes Between Users OnStride is not a party to, and is not responsible for resolving, any dispute between a Connected Account and an End Client, between a Connected Account and a third party, or between Authorized Users (including, without limitation, disputes regarding service quality, board, training, lessons, sale or lease of horses, damage to horses or property, refunds, or chargebacks). OnStride does not act as an escrow agent, mediator, arbitrator, or guarantor of any user-to-user transaction or relationship. 9.6 Tax Configuration Connected Accounts are responsible for configuring tax collection (including Stripe Tax, where used) appropriately for their jurisdiction and for remitting all applicable taxes. OnStride does not provide tax advice. Customers should consult a qualified tax professional. 10. Third-Party Services, Integrations, and Hardware 10.1 Third-Party Services The Services may integrate with, link to, or interoperate with third-party products, services, websites, applications, or platforms (including Stripe, calendar providers, email providers, SMS aggregators, mapping or GPS providers, smart-barn hardware vendors, and other equestrian-industry tools) (“Third-Party Services”). OnStride does not control and is not responsible for the availability, accuracy, content, security, terms, or practices of any Third-Party Service. Use of any Third-Party Service is subject to that third party’s terms and policies, and is at Customer’s sole risk. 10.2 Smart-Barn and IoT Hardware OnStride may, now or in the future, offer integrations with, or facilitate the purchase or lease of, smart-barn hardware, sensors, cameras, monitors, GPS trackers, RFID equipment, automated feeders, environmental monitors, or other Internet-of-Things (“IoT”) devices (“Hardware”). Unless OnStride expressly states otherwise in a written agreement with Customer, all Hardware is manufactured, sold, leased, supported, and warranted by third parties. OnStride disclaims all warranties and all liability for Hardware, including for defects, malfunctions, failure to operate as expected, false alarms, missed alarms, data loss, fire, electrocution, injury, illness, or death of any horse, animal, person, or property arising from or related to any Hardware. Customer must comply with all manufacturer instructions and applicable laws when installing and using Hardware. 10.3 Mobile Applications When OnStride makes Mobile Apps available, Customer’s use of the Mobile Apps is also subject to the terms of the applicable mobile-app store (e.g., Apple App Store, Google Play). Customer acknowledges that these Terms are between OnStride and Customer (and not Apple or Google), that Apple and Google are third-party beneficiaries of these Terms with respect to the Mobile Apps to the extent required by their respective policies, and that Apple and Google are not responsible for the Mobile Apps or any associated services. 11. Intellectual Property 11.1 OnStride IP The Services and all components thereof, including software, source code, object code, models, algorithms, AI/ML systems, training data and weights, prompts, user-interface designs, graphics, layouts, content, documentation, trademarks, service marks, logos, trade dress, and the look-and-feel of the Services (collectively, “OnStride IP”), are and will remain the exclusive property of OnStride and its licensors, and are protected by copyright, trademark, trade-secret, patent, and other intellectual-property laws. Except for the limited license expressly granted in Section 3.1, no rights in or to OnStride IP are granted to Customer, by implication, estoppel, or otherwise. 11.2 Customer IP As between the parties, Customer retains all right, title, and interest in and to Customer’s trademarks, logos, brand assets, and proprietary content (“Customer IP”), subject to the licenses granted in these Terms. 11.3 Photographs, Videos, and User Content Customer and Authorized Users may upload photographs, videos, and other content to the Services (“User Content”). Customer represents and warrants that it has all rights, consents, releases, and permissions necessary to upload User Content and grant the licenses set forth in Section 5.2 and this Section 11.3, including any rights of publicity, privacy, and copyright of any individuals (including riders, employees, students, and minors), horses or other animals, brands, or property depicted. Customer grants OnStride the rights described in Section 5.2 with respect to User Content, including for the purposes of hosting, processing, displaying, and developing the Services and AI Features. OnStride will not use Customer-uploaded photographs or videos in OnStride’s external-facing marketing materials without Customer’s prior written consent (which may be given by email or in-product mechanism). 11.4 Feedback If Customer or any Authorized User provides Feedback to OnStride, Customer grants OnStride a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, modify, distribute, and incorporate the Feedback into any OnStride product or service, with no obligation of attribution or compensation. 11.5 Use of Names in Marketing OnStride may use Customer’s name and logo to identify Customer as an OnStride customer in customer lists, on its website, and in standard sales and marketing materials. OnStride will not feature any specific Customer testimonial, case study, photo, or video in external marketing without Customer’s prior written consent. Customer may use OnStride’s name and logo to identify itself as an OnStride customer in standard, non-disparaging marketing, subject to OnStride’s brand guidelines and the right of either party to require the other to cease such use upon reasonable written notice. 12. Confidentiality Each party (“Recipient”) agrees to keep confidential all non-public information disclosed to it by the other party (“Discloser”) that is marked confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”), including the Services, OnStride pricing, OnStride product roadmaps, Customer Data, and the terms of any order. Recipient will: (a) use Confidential Information only as necessary to perform its obligations or exercise its rights under these Terms; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of like importance, and in no event less than reasonable care; and (c) limit access to Confidential Information to its personnel and contractors who have a need to know and are bound by confidentiality obligations no less protective than those in this Section. Confidential Information does not include information that is publicly available through no fault of Recipient, was known to Recipient without confidentiality obligation prior to disclosure, is rightfully received from a third party without confidentiality obligation, or is independently developed without use of Confidential Information. The confidentiality obligations in this Section survive for three (3) years after termination of these Terms, and indefinitely with respect to trade secrets. 13. Warranties and Disclaimers 13.1 Mutual Warranties Each party represents and warrants that: (a) it has the full power and authority to enter into and perform these Terms; and (b) its performance of these Terms will not violate any agreement or law applicable to it. 13.2 Customer Warranties Customer further represents, warrants, and covenants that: (a) Customer’s use of the Services and Customer Data complies with all applicable laws, regulations, and third-party rights; (b) Customer has obtained all consents, licenses, releases, and permissions required to upload Customer Data and User Content and to authorize OnStride’s processing of such data as contemplated in these Terms; (c) Customer will use the Services in accordance with the Documentation and Section 6; and (d) Customer will not use the Services for any application that would be unsafe or unsuitable for a non-professional, software-only platform (including primary safety, life-support, or animal-medical-treatment applications). 13.3 OnStride Limited Warranty OnStride warrants that the Services will perform materially in accordance with the Documentation under normal use. As Customer’s sole and exclusive remedy for breach of this warranty, OnStride will use commercially reasonable efforts to correct any material non-conformance reported in writing within thirty (30) days of occurrence. 13.4 Disclaimer EXCEPT AS EXPRESSLY SET FORTH IN SECTION 13.3, THE SERVICES, AI FEATURES, BETA FEATURES, AND ALL CONTENT, OUTPUTS, AND MATERIALS PROVIDED IN OR THROUGH THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ONSTRIDE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, AVAILABILITY, TITLE, AND NON-INFRINGEMENT. ONSTRIDE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM HARMFUL COMPONENTS, OR THAT ANY DATA OR OUTPUT WILL BE ACCURATE, COMPLETE, OR PRESERVED. NO ADVICE OR INFORMATION OBTAINED BY CUSTOMER FROM ONSTRIDE OR THROUGH THE SERVICES CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. 14. Limitation of Liability 14.1 Exclusion of Indirect Damages TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ONSTRIDE OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, REPUTATION, DATA, USE, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF ONSTRIDE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 14.2 Liability Cap TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ONSTRIDE’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL SUBSCRIPTION FEES PAID BY CUSTOMER TO ONSTRIDE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) FIVE HUNDRED U.S. DOLLARS (US$500.00). 14.3 Specific Exclusions Without limiting Sections 14.1 and 14.2, OnStride is not liable for: (a) any harm covered by Section 4 (Equine, Animal, and Facility Disclaimer); (b) Customer Communications under Section 7; (c) any act or omission of Stripe or any other Third-Party Service or Hardware; (d) any user-to-user dispute under Section 9.5; or (e) any data loss, corruption, or unavailability except to the extent caused by OnStride’s gross negligence or willful misconduct, and in any case subject to the cap in Section 14.2. 14.4 Essential Basis Customer acknowledges and agrees that the limitations and exclusions in this Section 14 are an essential basis of the bargain between the parties, that without them OnStride would not be able to offer the Services at the prices charged, and that they will apply even if any limited remedy is found to have failed of its essential purpose. 14.5 Time-Limit on Claims Any claim arising out of or relating to these Terms or the Services must be brought within one (1) year after the date the claiming party knew or reasonably should have known of the facts giving rise to the claim, after which the claim is permanently barred. 15. Indemnification 15.1 Customer Indemnification Customer will defend, indemnify, and hold harmless OnStride and its affiliates and their respective officers, directors, employees, contractors, licensors, and agents (the “OnStride Indemnitees”) from and against any and all third-party claims, demands, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Customer Data, User Content, or Customer’s violation of Section 11.3; (b) Customer’s or any Authorized User’s use of the Services in violation of these Terms or applicable law; (c) any Customer Communications, including any TCPA, CAN-SPAM, state mini-TCPA, or carrier-rule claim; (d) Customer’s business operations, including any equine activity, training, boarding, lessons, transport, breeding, sale or lease of horses, facility safety, employment, or contractor matter; (e) any user-to-user dispute under Section 9.5; (f) any failure to obtain consents required under Section 2.5 (Authorized Users Under 18); or (g) Customer’s violation of any law, including the TCPA, CAN-SPAM, CCPA/CPRA, or animal-welfare law. 15.2 OnStride Indemnification OnStride will defend, indemnify, and hold harmless Customer from and against any third-party claim alleging that the Services, as provided by OnStride and used by Customer in accordance with these Terms, infringe a valid and enforceable U.S. patent, copyright, trademark, or trade secret. OnStride has no obligation under this Section for any claim arising from: (a) Customer Data or User Content; (b) Customer’s combination of the Services with any product, service, software, or data not provided by OnStride; (c) Customer’s modification of the Services; (d) Customer’s use of Beta Features or Hardware; (e) Customer’s continued use of any allegedly infringing version of the Services after OnStride has provided a non-infringing alternative or instructed Customer to discontinue use; or (f) Customer’s breach of these Terms. If the Services become, or in OnStride’s opinion are likely to become, the subject of an infringement claim, OnStride may, at its option, modify the Services to be non-infringing, obtain a license for Customer’s continued use, or terminate the affected Subscription and refund any prepaid Fees for the unused portion. This Section states OnStride’s sole liability and Customer’s sole remedy for any infringement claim. 15.3 Procedure The indemnified party will: (a) promptly notify the indemnifying party in writing of the claim; (b) give the indemnifying party sole control of the defense and settlement (provided that the indemnifying party will not settle any claim without the indemnified party’s consent if the settlement requires the indemnified party to admit fault or pay any amount); and (c) provide reasonable cooperation at the indemnifying party’s expense. 16. Term, Suspension, and Termination 16.1 Term These Terms commence on the date Customer first creates an account or accesses the Services and continue until terminated as set forth in this Section 16. 16.2 Termination by Customer Customer may terminate these Terms at any time by cancelling its Subscription and ceasing all use of the Services. Termination is effective at the end of the then-current paid period. 16.3 Termination for Cause Either party may terminate these Terms for material breach by the other party upon written notice if the breach is not cured within thirty (30) days after receipt of written notice describing the breach in reasonable detail (or immediately if the breach is by its nature incurable). OnStride may terminate immediately for breach of Sections 3.2, 3.3, 5.4, 6, 7, or 11. 16.4 Termination by OnStride for Convenience OnStride may terminate these Terms or any Subscription for convenience upon thirty (30) days’ written notice. In such case, OnStride will refund any prepaid Fees for the unused portion of the terminated period. 16.5 Suspension OnStride may suspend Customer’s access to the Services, in whole or in part, immediately and without prior notice, if OnStride reasonably believes that: (a) Customer’s use poses a security, legal, or operational risk to OnStride, the Services, or any third party; (b) Customer or any Authorized User has violated Section 3.2, 3.3, 5.4, 6, or 7; (c) Customer has failed to pay Fees when due; or (d) suspension is required by law or by the request of a governmental authority. OnStride will work in good faith with Customer to resolve the issue when reasonably possible. 16.6 Effect of Termination Upon termination or expiration of these Terms: (a) Customer’s license to use the Services immediately ends; (b) Customer must pay all Fees accrued through the effective date of termination; (c) Section 5.10 governs the export and deletion of Customer Data; and (d) the following Sections survive termination: 1, 4, 5.1, 5.3, 5.10, 8.5, 9.4, 9.5, 11, 12, 13.4, 14, 15, 16.6, 17, 18, 19, 20, and 23. 17. Dispute Resolution; Governing Law; Class Waiver 17.1 Informal Resolution Before initiating any formal dispute proceeding, the parties agree to attempt to resolve the dispute informally by providing written notice to admin@onstrideapp.com (or to Customer at the email on file) describing the dispute in reasonable detail and negotiating in good faith for at least thirty (30) days. 17.2 Binding Arbitration If a dispute is not resolved through informal resolution, it will be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its then-current Commercial Arbitration Rules (or, if applicable, Consumer Arbitration Rules). The arbitration will be conducted by a single arbitrator with experience in software and commercial disputes. Judgment on the award may be entered in any court of competent jurisdiction. 17.3 Governing Law and Venue These Terms are governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws principles. The seat and venue of arbitration will be Hillsborough County, Florida. Each party irrevocably consents to personal jurisdiction in, and venue of, the state and federal courts located in Hillsborough County, Florida, for any judicial action arising under or related to these Terms. 17.4 Equitable Relief Notwithstanding Section 17.2, either party may bring an action for injunctive or equitable relief in a court of competent jurisdiction in Hillsborough County, Florida, to protect its intellectual property, confidential information, or rights under Sections 3, 6, 11, or 12. 17.5 Class-Action Waiver TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL DISPUTES MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY ONLY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR MULTI-PLAINTIFF PROCEEDING. NEITHER PARTY MAY BRING A CLAIM IN ARBITRATION ON A CLASS OR REPRESENTATIVE BASIS, AND THE ARBITRATOR HAS NO AUTHORITY TO CONSOLIDATE CLAIMS OR PRESIDE OVER A REPRESENTATIVE OR CLASS PROCEEDING. IF THIS WAIVER IS HELD UNENFORCEABLE WITH RESPECT TO ANY CLAIM, THAT CLAIM (AND ONLY THAT CLAIM) WILL BE SEVERED AND BROUGHT IN COURT, AND THE REMAINING CLAIMS WILL PROCEED IN ARBITRATION. 17.6 Attorneys’ Fees In any dispute arising under these Terms (including any arbitration or court action permitted under Section 17.4), the prevailing party is entitled to recover its reasonable attorneys’ fees and costs, to the extent permitted by applicable law. 18. Force Majeure Except for Customer’s payment obligations, neither party will be liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, fire, flood, hurricane, severe weather, earthquake, pandemic, epidemic, war, terrorism, civil unrest, labor disturbances, government action, internet or telecommunications failures, hosting or infrastructure failures, denial-of-service attacks, or unavailability or interruption of Third-Party Services or Hardware. 19. Notices All legal notices to OnStride must be in writing and sent to admin@onstrideapp.com with the subject line “Legal Notice,” or by certified U.S. mail or recognized overnight courier to OnStride INC., 915 N Franklin St, Tampa, FL 33602. OnStride may give notice to Customer by email to the Account Owner’s email address on file, by in-product notification, or by posting on the OnStride website. Notices are deemed given on transmission (for email or in-product notice), three (3) days after deposit (for U.S. mail), or one (1) business day after dispatch (for overnight courier). 20. Modifications to These Terms OnStride may update these Terms from time to time. OnStride will provide notice of material changes by: (a) posting the updated Terms on onstrideapp.com with a revised “Last Updated” date; and (b) sending an email notice to the Account Owner’s email on file at least fourteen (14) days before the effective date. Changes that are required by law, address a security or operational issue, do not materially adversely affect Customer, or apply only to new features may be made effective immediately. Continued use of the Services after the effective date of an update constitutes acceptance of the updated Terms; if Customer does not agree, Customer’s sole remedy is to cancel its Subscription before the effective date in accordance with Section 8.4. 21. Submitted Ideas, Reviews, and Linked Sites Any ideas, comments, suggestions, notes, or other materials submitted to OnStride (including through any community forum, support channel, social media account, or otherwise) are non-confidential and non-proprietary, and OnStride may use them for any purpose without compensation, subject to the Privacy Policy. Customer is solely responsible for any content it posts on any third-party social-media or review platform, including any review of OnStride and any review of any third party. The Services may include links to third-party websites or applications; OnStride does not endorse and is not responsible for those sites. 22. Export Controls and Sanctions Customer represents that it is not located in, organized under the laws of, or a resident of any country or region subject to a U.S. embargo, and is not on any U.S. government list of restricted parties (including the Specially Designated Nationals List). Customer will not export, re-export, or transfer the Services to any prohibited destination or restricted person. Customer will comply with all applicable U.S. export-control and sanctions laws. 23. General Provisions 23.1 Assignment Customer may not assign, transfer, delegate, or sublicense these Terms or any rights or obligations under these Terms, by operation of law, change of control, or otherwise, without OnStride’s prior written consent. OnStride may assign these Terms in connection with a merger, acquisition, reorganization, sale of substantially all assets, or similar transaction without Customer’s consent. Any attempted assignment in violation of this Section is void. 23.2 No Agency Nothing in these Terms creates an employer-employee, joint-venture, partnership, agency, or fiduciary relationship between the parties. Neither party has authority to bind the other. 23.3 No Third-Party Beneficiaries These Terms do not create any third-party beneficiary rights, except as expressly set forth in Section 10.3 with respect to Apple and Google for the Mobile Apps. 23.4 Severability If any provision of these Terms is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect. 23.5 Waiver No failure or delay by either party in exercising any right under these Terms is a waiver of that right. Any waiver must be in writing and signed by the waiving party. 23.6 Headings Section headings are for convenience only and do not affect interpretation. 23.7 Entire Agreement These Terms (including the Privacy Policy and the DPA at Addendum A, where applicable) constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements, communications, and understandings, whether written or oral. Any conflicting or additional terms in any Customer purchase order or business form are rejected and have no effect. 23.8 Electronic Acceptance These Terms may be accepted electronically. Clicking “I agree,” creating an account, or accessing or using the Services constitutes a legally binding signature that has the same force and effect as a handwritten signature. 24. Contact Information OnStride INC. 915 N Franklin St, Tampa, FL 33602 Email (all inquiries, including legal, privacy, billing, and security): admin@onstrideapp.com Addendum A — Data Processing Addendum (DPA) This Data Processing Addendum (“DPA”) forms part of the OnStride Terms of Service and applies only to the extent OnStride processes Personal Data on behalf of Customer in the course of providing the Services, where Customer is a “controller” or “business” and OnStride is a “processor,” “service provider,” or “contractor” under applicable U.S. state privacy laws (including the CCPA/CPRA). DPA 1. Roles of the Parties Customer acts as the controller/business with respect to Personal Data submitted to the Services. OnStride processes such Personal Data only on Customer’s documented instructions, as set forth in the Terms, this DPA, and Customer’s configuration and use of the Services. DPA 2. Scope and Purpose of Processing OnStride processes Personal Data only as necessary to provide the Services, exercise its rights under the Terms, comply with law, and engage in the activities described in Section 5.2 of the Terms. DPA 3. Aggregated and De-Identified Data OnStride may create and use Aggregated Data and de-identified data as set forth in Section 5.3 of the Terms. To the extent any such data is, or is treated as, de-identified data under applicable law, OnStride will: (a) take reasonable measures to ensure the data cannot be associated with any individual; (b) publicly commit to maintain the data in de-identified form; and (c) contractually obligate any recipient to comply with these requirements. DPA 4. Confidentiality OnStride ensures that personnel authorized to process Personal Data are bound by appropriate confidentiality obligations. DPA 5. Security Measures OnStride will implement and maintain commercially reasonable technical and organizational measures designed to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access, including encryption in transit, access controls, logging, and ongoing security monitoring. DPA 6. Sub-Processors Customer authorizes OnStride to engage sub-processors to assist in providing the Services. OnStride will impose data-protection obligations on its sub-processors that are no less protective than those in this DPA. OnStride will provide at least fourteen (14) days’ advance notice (which may be by posting on its website) before engaging a new sub-processor that processes Customer Personal Data, allowing Customer to object on reasonable data-protection grounds. If Customer reasonably objects, OnStride will work in good faith to address the objection; if it cannot be resolved, Customer’s sole remedy is to terminate the affected Subscription. DPA 7. Assistance Taking into account the nature of processing, OnStride will provide reasonable assistance to Customer in responding to verifiable individual rights requests under applicable law, in conducting data-protection assessments, and in fulfilling Customer’s breach-notification obligations. OnStride may charge reasonable fees for assistance that is materially burdensome. DPA 8. Personal Data Breach OnStride will notify Customer without undue delay, and where reasonably practicable within seventy-two (72) hours, after confirming a Personal Data Breach affecting Customer Personal Data, and will provide information reasonably available to assist Customer with its breach-notification obligations. OnStride’s notification of a breach is not an acknowledgment of fault or liability. DPA 9. Deletion or Return of Data Upon termination of the Services, OnStride will delete or return Customer Personal Data in accordance with Section 5.10 of the Terms, except as required by applicable law or for retention of Aggregated Data. DPA 10. Audit OnStride will, on reasonable written request and no more than once per twelve (12) months (except where required by law or following a Personal Data Breach), provide Customer with information reasonably necessary to demonstrate compliance with this DPA, which may include third-party audit reports, security questionnaires, and written summaries. On-site audits are not permitted unless required by applicable law. DPA 11. International Transfers OnStride processes Customer Personal Data in the United States. Customer represents that it has all necessary rights to provide such Personal Data to OnStride for U.S. processing. DPA 12. CCPA/CPRA Service Provider Terms To the extent the CCPA/CPRA applies, OnStride acts as a “Service Provider” or “Contractor” and will: (a) process Personal Data only for the business purposes described in the Terms and this DPA; (b) not “sell” or “share” Customer Personal Data, as those terms are defined under the CCPA/CPRA; (c) not retain, use, or disclose Customer Personal Data outside the direct business relationship between the parties or for any purpose other than the business purposes specified in the Terms; and (d) notify Customer if it determines it can no longer meet its obligations under the CCPA/CPRA. Notwithstanding the foregoing, OnStride may retain, use, and disclose Aggregated Data and de-identified data without restriction. DPA 13. Conflict In the event of a conflict between the Terms and this DPA with respect to data protection, this DPA controls.