Terms of Service

Ablespace Inc.
A Delaware C Corporation
1111B S Governors Ave #6145, Dover, DE 19904

© 2026 Ablespace Inc. All rights reserved.

1. Introduction and Scope

1.1 About These Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Customer,” “you,” or “your”) and Ablespace Inc., a Delaware C Corporation (“Ablespace,” “we,” “us,” or “our”), governing your access to and use of the Ablespace platform, including our websites at www.ablespace.io and app.ablespace.io, our mobile applications for iOS and Android, our application programming interfaces (APIs), and all related services, features, content, and functionality (collectively, the “Services”).

1.2 Supplemental Agreements

These Terms are supplemented by and should be read together with the following documents, each of which is incorporated by reference:

• Privacy Policy: Available at https://www.ablespace.io/privacy-policy/
• FERPA Policy: Available at https://www.ablespace.io/ferpa/
• Business Associate Agreement (“BAA”): Available at https://www.ablespace.io/business-associate-agreement/
• Data Processing Agreement (“DPA”): If separately executed between Ablespace and Customer
• Order Form(s): Any service order form, subscription agreement, or statement of work executed between you and Ablespace referencing these Terms

In the event of a conflict between these Terms and an Order Form or separately executed DPA, the Order Form or DPA shall control with respect to the subject matter of such conflict. In the event of a conflict between these Terms and the Privacy Policy, these Terms shall prevail except with respect to matters of data privacy and protection, for which the Privacy Policy shall control.

1.3 Eligibility

You must be at least eighteen (18) years of age to access or use the Services. The Services are designed for use by teachers, therapists, school administrators, and other educational professionals; they are not intended for direct use by students. By using the Services, you represent and warrant that you meet the eligibility requirements set forth in this Section.

1.4 Acceptance

By creating an Account, clicking “I Agree” or a similar button, executing an Order Form, or otherwise accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and all incorporated documents. If you are entering into these Terms on behalf of a school, school district, educational agency, or other legal entity (“Entity”), you represent and warrant that you have the authority to bind such Entity and its affiliates to these Terms, and the terms “you” and “your” shall refer to such Entity and its affiliates.

2. Definitions

When used in these Terms with initial capital letters, the following terms have the meanings set forth below. Additional defined terms may appear throughout these Terms.

• “Account” means the account created by or on behalf of Customer for access to and use of the Services.
• “Authorized User”means an individual who is an employee, contractor, teacher, therapist, paraprofessional, school psychologist, instructional coach, administrator, or authorized agent of Customer who has been assigned unique login credentials and is authorized by Customer to access and use the Services under Customer’s subscription.
• “Confidential Information”means all information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, Service Data, Student Data, business plans, technology, technical information, product designs, pricing, and financial information.
• “Customer Data” means all electronic data, text, messages, documents, files, or other materials submitted to or processed through the Services by Customer or its Authorized Users, including Student Data and any personally identifiable information.
• “De-Identified Data” means data derived from Customer Data that has been aggregated, anonymized, or de-identified such that it cannot reasonably be used to identify any individual student, teacher, parent, or school.
• “Documentation” means the user guides, online help files, tutorials, and other written or electronic documentation provided or made available by Ablespace describing the features, functionality, and use of the Services.
• “Education Records”means “education records” as defined under FERPA (20 U.S.C. § 1232g; 34 C.F.R. Part 99), including records directly related to a student and maintained by an educational agency or institution, or by a party acting for such agency or institution.
• “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, as amended from time to time.
• “Generated Outputs” means reports, assessments, analytics, graphs, summaries, and other outputs generated by the Services using Customer Data, including but not limited to IEP progress reports, assessment reports, billing notes, and data visualizations.
• “Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, trade names, domain names, moral rights, know-how, and any other intellectual property or proprietary rights, whether registered or unregistered, and all applications, renewals, extensions, and restorations thereof.
• “Malicious Code” means viruses, worms, time bombs, Trojan horses, ransomware, and other harmful or malicious code, files, scripts, agents, or programs.
• “Mobile Applications” means the Ablespace software applications for iOS and Android devices that enable access to and use of the Services.
• “Order Form” means any ordering document, subscription agreement, or statement of work executed by the parties that references these Terms and specifies, among other things, the Services subscribed to, the number of Authorized Users, the Subscription Term, applicable Service Plan, and Subscription Charges.
• “Protected Health Information” or “PHI” means “protected health information” as defined in 45 C.F.R. § 160.103.
• “Service Plan” means the specific pricing plan and associated features and functionality for the Services to which Customer subscribes, as detailed on the Ablespace website or in an Order Form.
• “Services” means the Ablespace platform, including the websites at www.ablespace.io and app.ablespace.io, the Mobile Applications, APIs, and all related services, features, and functionality, including any Updates thereto.
• “Student Data”means any personally identifiable information (“PII”) from Education Records, and any other information about students provided to Ablespace by Customer or collected by Ablespace on behalf of Customer through the use of the Services. Student Data is a subset of Customer Data.
• “Subscription Charges” means the fees payable by Customer for the Services as set forth in the applicable Service Plan or Order Form.
• “Subscription Term” means the period during which Customer has subscribed to the Services, as specified in the applicable Order Form or upon subscribing to a Service Plan.
• “Updates” means any updates, upgrades, enhancements, modifications, patches, bug fixes, or new features to the Services.

3. The Services

3.1 Provision of Services

Subject to Customer’s compliance with these Terms and payment of all applicable Subscription Charges, Ablespace shall make the Services available to Customer during the Subscription Term in accordance with the applicable Service Plan and Documentation.

3.2 Updates and Modifications

Ablespace may update the Services from time to time to improve functionality, address security issues, or comply with applicable law. Ablespace will use commercially reasonable efforts to notify Customer of material changes to the Services. Any Updates are subject to these Terms. Ablespace reserves the right to modify, discontinue, or deprecate features within the Services, provided that such changes do not materially diminish the core functionality of the Services during an active Subscription Term.

3.3 Service Availability

Ablespace shall use commercially reasonable efforts to make the Services available 99.9% of the time during each calendar month, excluding: (a) planned maintenance windows, for which Ablespace will provide reasonable advance notice; (b) emergency maintenance necessary to address security vulnerabilities or critical issues; and (c) circumstances beyond Ablespace’s reasonable control, including force majeure events, failures of third-party infrastructure providers, or distributed denial-of-service attacks.

3.4 Third-Party Integrations

Certain integrations with third-party services (such as Student Information Systems, single sign-on providers, and IEP systems) may be available through the Services. These third-party services are governed by their own terms and privacy policies. Ablespace is not responsible for the availability, accuracy, or practices of third-party services.

3.5 Mobile Applications

Subject to Customer’s compliance with these Terms, Ablespace grants Customer and its Authorized Users a limited, non-exclusive, non-transferable, revocable right to download, install, and use the Mobile Applications on compatible devices solely to access the Services during the Subscription Term.

4. License Grant and Restrictions

4.1 License to Customer

Subject to Customer’s compliance with these Terms and payment of all applicable Subscription Charges, Ablespace grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the Subscription Term solely for Customer’s internal educational, administrative, and therapeutic purposes as described in the applicable Documentation and Order Form.

4.2 Authorized User Access

Customer may permit its Authorized Users to access and use the Services under Customer’s subscription, provided that: (a) Customer is responsible for each Authorized User’s compliance with these Terms; (b) each Authorized User is assigned unique login credentials that may not be shared between individuals; (c) the number of Authorized Users does not exceed the number specified in the applicable Service Plan or Order Form; (d) Customer promptly deactivates the access credentials of any Authorized User who is no longer employed by, affiliated with, or authorized by Customer; and (e) Customer may reassign an Authorized User license to a new individual, provided the former user’s access is terminated.

4.3 License Restrictions

Except as expressly permitted by these Terms, Customer shall not, and shall not permit any Authorized User or third party to:

• (a) Copy, clone, or replicate the Services, or any part thereof, in whole or in part, to create a competing product, derivative product, or any product or service that substantially replicates the functionality, design, user experience, data models, workflows, or features of the Services;
• (b) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying algorithms, data models, scoring methodologies, assessment frameworks, or architecture of the Services, except to the limited extent that applicable law expressly prohibits this restriction notwithstanding a contractual prohibition;
• (c) Use the Services to develop a competing product or service, or assist any third party in developing a competing product or service, including by using knowledge, information, or insights gained from using the Services to design, build, enhance, or market a product or service that competes with any aspect of the Services;
• (d) Sublicense, sell, resell, rent, lease, distribute, or transfer the Services or access thereto to any third party, or operate the Services as a service bureau, time-sharing arrangement, or outsourcing offering;
• (e) Modify, adapt, translate, or create derivative works based on the Services, including but not limited to the user interface, report templates, assessment instruments, scoring rubrics, or data collection frameworks;
• (f) Scrape, crawl, harvest, or extract data, content, features, outputs, or metadata from the Services through automated means (including bots, scripts, or spiders), or systematically download or cache content from the Services for purposes other than authorized use;
• (g) Analyze system outputs, performance behavior, response patterns, or execution characteristics for the purpose of deducing, replicating, or reconstructing internal logic, algorithms, architecture, data models, or proprietary methodologies of the Services;
• (h) Interfere with or circumvent any usage limits, access restrictions, technical protection measures, authentication mechanisms, or security features of the Services;
• (i) Remove, obscure, or alter any proprietary notices, labels, trademarks, copyright notices, or attribution marks displayed within the Services;
• (j)Use the Services in any unlawful manner or in violation of any applicable law, regulation, or these Terms, including but not limited to using the Services to violate any person’s privacy rights, to transmit Malicious Code, or to send unsolicited communications;
• (k)Share, post, or publicly disclose the proprietary aspects of the Services, including non-public features, performance benchmarks, system architecture details, or internal documentation, without Ablespace’s prior written consent; or
• (l)Permit direct competitors of Ablespace to access the Services, except with Ablespace’s prior written consent. Any access by a competitor obtained through misrepresentation shall constitute a material breach of these Terms.

4.4 Reservation of Rights

All rights not expressly granted to Customer in these Terms are reserved by Ablespace. No implied licenses are granted under these Terms. Customer acknowledges that the Services are licensed, not sold, and that nothing in these Terms conveys any ownership interest in the Services or any Ablespace Intellectual Property Rights.

5. Intellectual Property

5.1 Ablespace Intellectual Property

The Services, including all software, source code, object code, APIs, algorithms, data models, scoring methodologies, assessment frameworks, report templates, user interface designs, graphics, trademarks, trade names, logos, Documentation, and all related Intellectual Property Rights (collectively, “Ablespace IP”), are and shall remain the sole and exclusive property of Ablespace and its licensors. Ablespace IP is protected by U.S. and international copyright, trademark, patent, trade secret, and other intellectual property laws.

5.2 Trade Secret Acknowledgment

Customer acknowledges that the Services, including but not limited to their underlying algorithms, data models, scoring methodologies, assessment frameworks, machine learning models, analytical processes, database structures, system architecture, and user interface designs, constitute proprietary trade secrets and Confidential Information of Ablespace. Customer acknowledges that this information derives independent economic value from not being generally known to or readily ascertainable by others, and that Ablespace has taken and continues to take reasonable measures to maintain its secrecy.

5.3 Customer Data Ownership

As between Customer and Ablespace, Customer retains all right, title, and interest in and to all Customer Data, including Student Data. Nothing in these Terms shall be construed to transfer ownership of Customer Data to Ablespace. Customer is solely responsible for the accuracy, quality, legality, and appropriateness of Customer Data.

5.4 License to Ablespace

Customer grants Ablespace a limited, non-exclusive, non-transferable, royalty-free license to access, collect, use, process, store, transmit, and display Customer Data solely for the purposes of: (a) providing and operating the Services for Customer; (b) complying with applicable law; and (c) as otherwise expressly authorized by Customer. Ablespace shall not use Customer Data for any purpose not expressly authorized by these Terms or applicable law, including but not limited to advertising, marketing, behavioral profiling for non-educational purposes, or building profiles of individual students.

5.5 De-Identified Data

Ablespace may create De-Identified Data from Customer Data, provided that such data cannot reasonably be used to identify any individual student, teacher, parent, or school. Ablespace may use De-Identified Data for product improvement, research, analytics, and benchmarking purposes. Ablespace’s right to use De-Identified Data shall survive termination of these Terms. Ablespace shall not attempt to re-identify De-Identified Data.

5.6 Generated Outputs

Reports, assessments, data visualizations, billing notes, and other Generated Outputs produced by the Services using Customer Data are generated for the benefit of Customer. Customer may use, download, print, and distribute Generated Outputs for its internal educational, administrative, and therapeutic purposes. Ablespace retains all Intellectual Property Rights in the underlying templates, frameworks, algorithms, scoring rubrics, assessment methodologies, report formats, and analytical tools used to generate such outputs.

5.7 Feedback

If Customer or any Authorized User provides suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Services (“Feedback”), Ablespace shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, and perpetual license to use, incorporate, and exploit such Feedback for any purpose without obligation or compensation to Customer. Feedback does not include Customer Data or Student Data.

5.8 Trademarks

Ablespace’s product and service names, logos, and marks (“Ablespace Marks”) are registered or unregistered trademarks of Ablespace. Customer may not use Ablespace Marks except to identify Customer as a user of the Services, and only in a manner consistent with any trademark usage guidelines provided by Ablespace.

6. Student Data Protection and Privacy Compliance

6.1 Role Under FERPA

When processing Student Data on behalf of a school or school district, Ablespace acts as a “School Official” with a “legitimate educational interest” under FERPA (34 C.F.R. § 99.31(a)(1)(i)). Ablespace agrees to:

• (a) Use Student Data only for the authorized educational purposes specified in these Terms, the applicable Order Form, or as otherwise directed by Customer;
• (b) Not disclose or redisclose Student Data to third parties except as directed or authorized by Customer, as permitted under these Terms, or as required by applicable U.S. federal or state law;
• (c) Maintain direct control measures over Student Data as directed by Customer;
• (d) Not use Student Data for any purpose other than providing the Services, including but not limited to: targeted advertising, behavioral profiling for non-educational purposes, building commercial student profiles, selling or renting Student Data, or any purpose not authorized by the school or district;
• (e) Ensure that any subprocessors or sub-contractors that access Student Data are bound by data protection obligations no less stringent than those in these Terms;
• (f) Comply with all applicable provisions of FERPA and its implementing regulations.

6.2 COPPA Compliance

Ablespace complies with the Children’s Online Privacy Protection Act (“COPPA,” 15 U.S.C. §§ 6501–6506; 16 C.F.R. Part 312). Where the Services are used in a school setting:

• (a) Ablespace relies on the school or school district to provide consent on behalf of parents for the collection and use of personal information from students under 13, consistent with FTC guidance regarding the school consent exception under COPPA;
• (b) Ablespace collects only the personal information reasonably necessary for students to participate in the school-authorized educational activity;
• (c) Personal information collected through school-authorized use is used solely for the educational purpose for which it was collected and for no other commercial purpose;
• (d) Ablespace does not engage in targeted advertising to students under 13 or build behavioral profiles of children for commercial purposes;
• (e)Schools may review and request deletion of students’ personal information by contacting privacy@ablespace.io.

6.3 HIPAA Compliance

Ablespace recognizes that certain Customer Data may include Protected Health Information (“PHI”) as defined under HIPAA. IEP data and special education records maintained by a school are generally classified as Education Records under FERPA and are subject to FERPA’s protections rather than HIPAA. However, where Ablespace processes PHI on behalf of a HIPAA-covered entity:

• (a)Ablespace will act as a “Business Associate” as defined under HIPAA (45 C.F.R. § 160.103);
• (b)The handling of PHI is governed by the separately executed Business Associate Agreement (“BAA”), available at https://www.ablespace.io/business-associate-agreement/;
• (c) In the event of a conflict between these Terms and the BAA with respect to the handling of PHI, the BAA shall control.

6.4 State Student Privacy Laws

Ablespace is committed to complying with applicable state student privacy laws, including but not limited to:

• (a)California: The Student Online Personal Information Protection Act (SOPIPA) and AB 1584 (Cal. Ed. Code § 49073.1);
• (b)New York: Education Law § 2-d and Part 121 of the Commissioner’s Regulations;
• (c) Illinois: The Student Online Personal Protection Act (SOPPA);
• (d)Connecticut: Conn. Gen. Stat. § 10-234bb;
• (e) Other applicable state laws governing student data privacy.

Ablespace supports execution of the Student Data Privacy Consortium’s (“SDPC”) National Data Privacy Agreement (“NDPA”) or applicable state-specific Data Privacy Agreements. Schools may request execution of the NDPA by contacting privacy@ablespace.io.

6.5 CCPA/CPRA

When processing personal information on behalf of a school or district, Ablespace acts as a “service provider” as defined under the California Consumer Privacy Act / California Privacy Rights Act (“CCPA/CPRA”) and processes such information solely for the business purposes specified in these Terms. Ablespace does not sell or share (as defined under the CCPA/CPRA) personal information of students, parents, or school staff.

6.6 Data Storage Location

All Customer Data, including Student Data, is stored in the United States using U.S.-based data centers operated by our infrastructure providers (including Amazon Web Services, MongoDB, Vercel, and Google Cloud). All sub-processors and partners engaged by Ablespace store data in U.S. data centers.

6.7 Data Breach Notification

In the event of an unauthorized access, disclosure, or breach of security involving Customer Data (“Security Incident”), Ablespace shall:

• (a) Notify Customer of the Security Incident without unreasonable delay, and in any event within seventy-two (72) hours of discovery (or within shorter timeframes as required by applicable state law);
• (b) Provide Customer with available information regarding the nature of the Security Incident, the types of data affected, and the measures taken or proposed to be taken;
• (c) Cooperate with Customer and applicable authorities in the investigation and remediation of the Security Incident;
• (d) Take reasonable steps to contain, investigate, and mitigate the effects of the Security Incident.

6.8 Applicable Data Protection Laws

For purposes of these Terms, “Applicable Data Protection Laws” means all U.S. federal and state laws and regulations governing the privacy and protection of personal information, student data, and education records, including but not limited to FERPA, COPPA, HIPAA (where applicable), the CCPA/CPRA, and applicable state student privacy laws referenced in Section 6.4. Ablespace processes all Customer Data and Student Data in accordance with Applicable Data Protection Laws and the commitments set forth in our Privacy Policy.

6.9 Lawful Disclosure of Information

Ablespace may access or disclose information about Customer, Customer’s Account, Authorized Users, or Customer Data in order to: (a) comply with applicable U.S. federal or state law or respond to lawful requests or legal process from U.S. authorities; (b) protect Ablespace’s or its customers’ or partners’ rights or property, including enforcement of these Terms; or (c) act on a good faith belief that such disclosure is necessary to protect personal safety or avoid violation of applicable U.S. law or regulation. Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate U.S. law enforcement authorities.

6.10 Consistency with Privacy Policy

Customer’s and Authorized Users’ personal information is collected, used, and disclosed in accordance with our Privacy Policy at https://www.ablespace.io/privacy-policy/. The Privacy Policy is incorporated into these Terms by reference.

7. AI and Generative AI Features

7.1 Optional and Opt-In

Ablespace offers optional Artificial Intelligence (“AI”) and generative AI (“Gen-AI”) features within the Services. AI features are opt-in only: no Customer Data or Student Data will be sent to AI systems unless the Customer or Authorized User affirmatively enables AI functionality. Customers and Authorized Users may disable AI features at any time through Account settings or by contacting privacy@ablespace.io.

7.2 Clear Disclosure

Ablespace displays clear labels or notifications whenever AI or Gen-AI features are enabled or available for use, so that Authorized Users understand when AI is processing their inputs.

7.3 No Training on Customer Data

By default, Ablespace does not use Customer Data, Student Data, or student-generated content to train, fine-tune, or improve its AI/machine learning models or any third-party AI models. Data processed through AI features is ephemeral and not retained for model improvement.

7.4 Third-Party AI Sub-Processors

Where the Services integrate third-party AI services (including large language models), Ablespace ensures that: (a) Customer Data is not shared with the third-party AI provider except as necessary to deliver the requested AI functionality; (b) the third-party provider is contractually bound to data protection obligations equivalent to or exceeding those in these Terms; (c) Customer Data is not used by the third-party provider to train general-purpose models; and (d) any third-party Gen-AI providers maintain HIPAA compliance and meet or exceed Ablespace’s privacy and security standards.

7.5 No Automated High-Stakes Decision-Making

Ablespace does not use AI to make final, automated decisions regarding student discipline, special education placement, grades, IEP determinations, or other high-stakes educational decisions without human review. AI-generated recommendations or assessments are provided as decision-support tools and require human oversight and professional judgment.

7.6 Accuracy and Limitations

Customer acknowledges that AI-generated outputs may contain errors, inaccuracies, or biases. Ablespace takes reasonable steps to mitigate algorithmic bias, particularly regarding race, ethnicity, gender, disability status, and socioeconomic background. Authorized Users are responsible for reviewing and validating AI-generated outputs before relying on them for educational or clinical decisions.

8. Account Responsibilities

8.1 Account Security

Customer is responsible for maintaining the confidentiality of all login credentials associated with its Account. Customer shall not share login credentials with unauthorized individuals and shall promptly notify Ablespace of any unauthorized access or suspected security breach at support@ablespace.io. Ablespace shall not be liable for any loss or damage arising from Customer’s failure to safeguard login credentials.

8.2 Accuracy of Information

Customer shall provide accurate, current, and complete information when creating an Account and shall update such information as necessary to maintain its accuracy. Customer is responsible for ensuring that its use of the Services complies with all applicable laws and regulations.

8.3 Responsibility for Users

Customer is responsible for all activities that occur under its Account and through its Authorized Users. Customer shall ensure that each Authorized User complies with these Terms and shall be liable for any breach of these Terms by an Authorized User.

8.4 Acceptable Use

Customer and its Authorized Users shall not use the Services to:

• (a) Violate any applicable law, regulation, or third-party rights;
• (b)Upload, transmit, or store any content that is unlawful, defamatory, obscene, abusive, harassing, discriminatory, or that infringes any third party’s Intellectual Property Rights;
• (c) Transmit Malicious Code or interfere with the integrity or performance of the Services;
• (d) Attempt to gain unauthorized access to the Services, other accounts, computer systems, or networks connected to the Services;
• (e) Impersonate any person or entity or falsely claim any affiliation;
• (f) Use the Services for purposes of cookie tracking, ad exchanges, ad networks, data brokerage, or sending unsolicited electronic communications in violation of applicable law; or
• (g) Use the Services in any manner prohibited by applicable export control laws and regulations.

9. Billing, Payment, and Subscription Terms

9.1 Subscription Charges

Unless Customer is on a free plan or free trial, all Subscription Charges are due and payable in accordance with the applicable Service Plan or Order Form. Subscription Charges are based on the Service Plan selected by Customer and are payable in full for the applicable Subscription Term, regardless of actual usage.

9.2 Payment Methods

Customer may pay Subscription Charges by credit card, debit card, or other payment methods specified in an Order Form. For credit card payments, payment is due upon receipt of invoice unless otherwise specified. For payments by purchase order or other methods, payment is due within thirty (30) days of the invoice date, or as otherwise specified in the applicable Order Form.

9.3 Purchase Orders

Ablespace accepts purchase orders from schools and school districts. If Customer requires a purchase order for payment processing, Customer shall provide the purchase order number at the time of subscription or as specified in the Order Form. Any terms or conditions included in a purchase order that are inconsistent with or in addition to these Terms shall have no force or effect.

9.4 Taxes

Unless otherwise stated, Subscription Charges do not include any taxes, levies, duties, or similar governmental assessments (“Taxes”). Customer is responsible for paying all applicable Taxes, excluding taxes based on Ablespace’s net income. If Customer is a tax-exempt entity (including a government agency or public school district), Customer shall provide Ablespace with a valid tax exemption certificate.

9.5 Automatic Renewal

AUTOMATIC RENEWAL NOTICE: UNLESS EITHER PARTY PROVIDES WRITTEN NOTICE OF NON-RENEWAL AT LEAST SIXTY (60) DAYS PRIOR TO THE END OF THE THEN-CURRENT SUBSCRIPTION TERM, THE SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR SUCCESSIVE PERIODS OF THE SAME LENGTH AS THE INITIAL SUBSCRIPTION TERM.

Upon renewal, Subscription Charges for the renewal term shall be at Ablespace’s then-current standard pricing for the applicable Service Plan, unless otherwise agreed in writing. Ablespace will provide Customer with at least sixty (60) days’ advance notice of any pricing changes applicable to the renewal term.

To cancel auto-renewal, Customer may: (a) send written notice of non-renewal to support@ablespace.io; or (b) contact Ablespace’s customer support team. Cancellation of auto-renewal will take effect at the end of the then-current Subscription Term.

9.6 Non-Appropriation / Funding Out Clause

If Customer is a governmental entity or public school district, Customer’s payment obligations under these Terms are subject to annual appropriation of funds by Customer’s governing board or legislative body. If funds are not appropriated for a subsequent fiscal year, Customer may terminate the subscription upon thirty (30) days’ written notice, and Ablespace shall provide a pro-rata refund of any prepaid Subscription Charges for the period following the effective date of termination.

9.7 Late Payments

If Ablespace does not receive payment within the applicable due date, Ablespace will notify Customer. If payment is not received within fifteen (15) days of such notice, Ablespace may: (a) charge interest on the overdue amount at the lesser of 1.5% per month or the maximum rate permitted by applicable law; (b) suspend Customer’s access to the Services until payment is received; or (c) terminate the subscription in accordance with Section 10.

9.8 Upgrades and Downgrades

Customer may upgrade or downgrade its Service Plan during the Subscription Term. Upon upgrade, the difference in Subscription Charges shall be charged on a pro-rated basis for the remainder of the current billing period. Upon downgrade, Customer acknowledges that certain features, content, or capacity may no longer be available, and Ablespace shall not be liable for any resulting loss of data or functionality.

9.9 Refund Policy

Except as otherwise specified in an Order Form or as required by applicable law: (a) all Subscription Charges are non-refundable; (b) no refunds shall be issued for partial use or non-use of the Services; (c) pro-rata refunds may be issued upon termination for cause by Customer (as described in Section 10.3); and (d) pro-rata refunds shall be issued upon termination under the Non-Appropriation clause (Section 9.6).

10. Suspension and Termination

10.1 Free Trial

Customer may use the Services during any applicable free trial period at no charge. At the end of the free trial, Customer must subscribe to a Service Plan to continue using the Services. If Customer does not subscribe within thirty (30) days of the free trial expiration, Ablespace may terminate the Account and permanently delete associated Service Data.

10.2 Suspension and Termination by Ablespace

Ablespace may suspend Customer’s access to the Services if: (a) Customer fails to pay Subscription Charges when due; (b) Customer or an Authorized User violates these Terms; or (c) Ablespace reasonably believes that the Services are being used in a manner that poses a security risk or may expose Ablespace to legal liability.

Ablespace will provide Customer with notice of the violation and, where the breach is curable, a fifteen (15) day cure period. If Customer does not cure the breach within the cure period, or if Ablespace determines the breach is not curable, Ablespace may terminate the Account.

10.3 Termination by Customer

Customer may terminate its Account at any time by providing written notice to support@ablespace.io. If Customer terminates due to a material breach of these Terms by Ablespace, and Ablespace fails to cure such breach within thirty (30) days of receiving written notice, Customer shall be entitled to a pro-rata refund of prepaid Subscription Charges for the unused portion of the Subscription Term.

10.4 Termination for Convenience

Either party may terminate these Terms for convenience upon sixty (60) days’ written notice to the other party, effective at the end of the then-current Subscription Term.

10.5 Effect of Termination

Upon termination or expiration of these Terms:

• (a) Data Export: Customer shall have thirty (30) days from the effective date of termination (“Data Export Period”) to export Customer Data from the Services. Ablespace will make Customer Data available for export in a commonly used, machine-readable format upon request.
• (b) Data Deletion: Following the Data Export Period, Ablespace shall securely delete all Customer Data, including Student Data, from its production systems within thirty (30) days, and from backup systems within ninety (90) days, except where retention is required by applicable law. Upon request, Ablespace will provide written certification that deletion has been completed.
• (c) Survival of Obligations: All data deletion obligations under this Section and Ablespace’s Student Data protection obligations under Section 6 shall survive termination and continue to apply until all Customer Data has been deleted.
• (d) Outstanding Charges: Customer shall pay all Subscription Charges accrued prior to the effective date of termination.
• (e) License Termination: All licenses granted to Customer under these Terms shall immediately terminate, and Customer and its Authorized Users shall cease all use of the Services.

11. Confidentiality

11.1 Obligations

Each party agrees to protect the other party’s Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Neither party shall disclose the other party’s Confidential Information to any third party except: (a) to employees, contractors, and agents who need to know such information and who are bound by confidentiality obligations at least as restrictive as those herein; (b) as required by law or legal process, provided the Receiving Party gives the Disclosing Party prompt written notice (to the extent legally permitted) and reasonable assistance to contest such disclosure; or (c) with the Disclosing Party’s prior written consent.

11.2 Student Data as Confidential Information

All Student Data shall be deemed Confidential Information of Customer. Ablespace’s obligations with respect to Student Data under Section 6 are in addition to, and not in lieu of, its confidentiality obligations under this Section.

12. Disclaimer of Warranties

12.1 Limited Warranty

Ablespace warrants that: (a) the Services will perform materially in accordance with the applicable Documentation during the Subscription Term; (b) Ablespace has the legal authority to enter into these Terms; (c) the Services, as provided by Ablespace, will not contain Malicious Code; and (d) Ablespace will perform any professional services in a workmanlike manner consistent with generally accepted industry standards.

12.2 Compliance Warranties

Ablespace warrants that it will: (a) handle Student Data in compliance with FERPA requirements when acting as a School Official; (b) comply with COPPA with respect to the collection and use of personal information from children under 13 in the school context; (c) maintain commercially reasonable administrative, technical, and physical security safeguards; and (d) comply with applicable state student privacy laws to the extent Ablespace has been notified of their applicability.

12.3 General Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 12.1 AND 12.2, THE SERVICES AND ALL RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ABLESPACE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE. ABLESPACE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED.

12.4 Warranty Remedy

In the event of a breach of the warranty in Section 12.1(a), Customer’s sole and exclusive remedy shall be for Ablespace to: (i) use commercially reasonable efforts to correct the nonconformity; or (ii) if Ablespace is unable to materially correct the nonconformity within thirty (30) days, Customer may terminate the affected subscription and receive a pro-rata refund of prepaid Subscription Charges for the unused portion of the Subscription Term.

13. Limitation of Liability

13.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOST SAVINGS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Cap on Liability

EXCEPT FOR OBLIGATIONS ARISING UNDER SECTION 13.4 (EXCEPTIONS TO LIMITATION), EACH PARTY’S TOTAL AGGREGATE LIABILITY TO THE OTHER PARTY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL SUBSCRIPTION CHARGES PAID OR PAYABLE BY CUSTOMER TO ABLESPACE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

13.3 Data Breach Liability

NOTWITHSTANDING SECTION 13.2, ABLESPACE’S AGGREGATE LIABILITY FOR CLAIMS ARISING FROM A SECURITY INCIDENT OR DATA BREACH INVOLVING STUDENT DATA OR EDUCATION RECORDS CAUSED BY ABLESPACE’S NEGLIGENCE OR WILLFUL MISCONDUCT SHALL BE SUBJECT TO A SEPARATE, ENHANCED LIABILITY CAP. THE DEFAULT ENHANCED CAP IS THE GREATER OF: (A) TWO (2) TIMES THE TOTAL SUBSCRIPTION CHARGES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT; OR (B) ONE HUNDRED THOUSAND DOLLARS ($100,000). THIS DEFAULT CAP MAY BE SUPERSEDED BY A HIGHER CAP OR UNCAPPED LIABILITY AS AGREED IN AN ORDER FORM OR SEPARATELY NEGOTIATED ENTERPRISE AGREEMENT BETWEEN THE PARTIES.

13.4 Exceptions to Limitation

THE LIMITATIONS AND EXCLUSIONS IN SECTIONS 13.1 AND 13.2 SHALL NOT APPLY TO: (A) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 14; (B) EITHER PARTY’S BREACH OF SECTION 11 (CONFIDENTIALITY) WITH RESPECT TO STUDENT DATA; (C) ABLESPACE’S OBLIGATIONS UNDER SECTION 6 (STUDENT DATA PROTECTION); (D) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (E) EITHER PARTY’S FRAUD; OR (F) CUSTOMER’S BREACH OF SECTION 4.3 (LICENSE RESTRICTIONS) OR SECTION 5 (INTELLECTUAL PROPERTY).

13.5 Basis of the Bargain

CUSTOMER ACKNOWLEDGES THAT ABLESPACE HAS SET ITS PRICES AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND DISCLAIMERS OF WARRANTIES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

14. Indemnification

14.1 Indemnification by Ablespace

Ablespace shall indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claim, suit, or proceeding (“Claim”) alleging that Customer’s authorized use of the Services infringes or misappropriates such third party’s valid U.S. patent, copyright, or trademark (an “IP Claim”), and shall pay any damages finally awarded against Customer (or the amount of any settlement Ablespace enters into) with respect to such IP Claim, provided that Customer: (a) promptly notifies Ablespace in writing; (b) grants Ablespace sole control of the defense and settlement; and (c) provides reasonable cooperation at Ablespace’s expense.

If an IP Claim is made or is likely to be made, Ablespace may, at its option and expense: (i) procure for Customer the right to continue using the Services; (ii) modify or replace the Services to make them non-infringing while maintaining substantially equivalent functionality; or (iii) if options (i) and (ii) are not commercially practicable, terminate the affected subscription and refund to Customer any prepaid Subscription Charges for the unused portion of the Subscription Term.

14.2 Indemnification by Ablespace for Data Breaches

Ablespace shall indemnify, defend, and hold harmless Customer from and against any third-party Claims arising from Ablespace’s negligent or wrongful handling of Student Data in violation of applicable law (including FERPA, COPPA, and applicable state student privacy laws), provided that Customer complies with the notice and cooperation requirements of Section 14.1.

14.3 Indemnification by Customer

Customer shall indemnify, defend, and hold harmless Ablespace and its officers, directors, employees, and agents from and against any third-party Claims arising from or related to: (a) Customer Data, including any claim that Customer Data infringes or violates a third party’s rights; (b) Customer’s or an Authorized User’s use of the Services in breach of these Terms or applicable law; (c) Customer’s failure to obtain required consents (including parental consent under COPPA or FERPA) where Customer is responsible for obtaining such consent; or (d) Customer’s breach of its representations and warranties under these Terms.

14.4 Indemnification Procedures

The party seeking indemnification shall: (a) promptly notify the indemnifying party in writing (provided that failure to provide timely notice shall not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced by such failure); (b) grant the indemnifying party sole control of the defense and settlement (provided that the indemnifying party shall not settle any Claim that imposes any obligation on the indemnified party without the indemnified party’s prior written consent, not to be unreasonably withheld); and (c) provide reasonable cooperation at the indemnifying party’s expense.

15. Governing Law and Dispute Resolution

15.1 Governing Law

These Terms, and any disputes arising out of or related to these Terms (including tort and statutory claims), shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

15.2 Dispute Resolution — Tiered Approach

The parties agree to resolve any dispute, claim, or controversy arising out of or relating to these Terms (“Dispute”) through the following tiered process:

• (a) Executive Negotiation (30 days): The parties shall first attempt in good faith to resolve the Dispute through negotiation between executives who have authority to settle the Dispute. Either party may initiate this process by providing written notice to the other party describing the Dispute in reasonable detail.
• (b) Mediation (60 days): If the Dispute cannot be resolved through executive negotiation within thirty (30) days of the initial notice, either party may initiate mediation administered by the American Arbitration Association (“AAA”) under its Commercial Mediation Procedures, or by another mutually agreed-upon mediation provider. The mediation shall take place in Wilmington, Delaware, or at another mutually agreed-upon location (or remotely by agreement). The parties shall share equally the costs of mediation.
• (c) Litigation: If the Dispute is not resolved through mediation within sixty (60) days of initiation, either party may pursue the Dispute in the state or federal courts located in the State of Delaware. Each party hereby irrevocably consents to the personal jurisdiction and venue of such courts for the resolution of any Dispute. Notwithstanding the foregoing, the parties may agree in an Order Form or separately negotiated enterprise agreement to designate an alternative U.S. jurisdiction for litigation.

15.3 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its Intellectual Property Rights, Confidential Information, or data security obligations, without the requirement of posting a bond or proving actual damages, and without first exhausting the dispute resolution procedures in Section 15.2.

15.4 Waiver of Jury Trial

TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF OR RELATED TO THESE TERMS.

15.5 Statute of Limitations

Except where prohibited by applicable law, any Claim arising out of or related to these Terms must be commenced within two (2) years after the cause of action accrues, or such Claim shall be permanently barred.

16. General Provisions

16.1 Entire Agreement

These Terms, together with any Order Form(s), the Privacy Policy, the BAA (if applicable), and any separately executed DPA, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, and communications, whether written or oral, relating to such subject matter. Any terms or conditions in Customer’s purchase orders or other ordering documents that are inconsistent with or in addition to these Terms shall have no force or effect.

16.2 Amendments

Ablespace may update these Terms from time to time. Ablespace will provide Customer with at least thirty (30) days’ advance written notice prior to the effective date of any material changes (via email to the address associated with Customer’s Account or through the Services). Customer’s continued use of the Services following the effective date of any amendment constitutes acceptance of the amended Terms. With respect to changes that materially affect the handling of Student Data, Ablespace will seek affirmative consent from Customer or provide the option to terminate without penalty.

16.3 Assignment

Customer shall not assign or transfer these Terms, or any rights or obligations hereunder, without Ablespace’s prior written consent. Ablespace may assign these Terms without Customer’s consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, provided that the assignee agrees to be bound by these Terms.

16.4 Severability

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

16.5 Waiver

The failure of either party to enforce any provision of these Terms shall not constitute a waiver of such provision or the right to enforce it at a later time.

16.6 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, acts of government, war, terrorism, civil unrest, labor disputes, failures of third-party telecommunications or power providers, or distributed denial-of-service attacks (“Force Majeure Event”). If a Force Majeure Event continues for more than sixty (60) days, either party may terminate the affected subscription upon written notice.

16.7 Notices

All notices under these Terms shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by confirmed email; (c) sent by nationally recognized overnight courier; or (d) three (3) business days after being sent by certified or registered mail, return receipt requested.

Notices to Ablespace shall be sent to:

Ablespace Inc.
1111B S Governors Ave #6145
Dover, DE 19904
Email: legal@ablespace.io

Notices to Customer shall be sent to the email address or mailing address associated with Customer’s Account.

16.8 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, franchise, employment, or agency relationship between the parties.

16.9 Export Compliance

Customer shall comply with all applicable U.S. export control and economic sanctions laws and regulations in connection with the use of the Services. Customer represents and warrants that it is not located in, or a national or resident of, any country subject to U.S. trade sanctions, and is not on any U.S. government list of prohibited or restricted parties.

16.10 Anti-Corruption

Each party represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any employee or agent of the other party in connection with these Terms. Reasonable gifts and entertainment provided in the ordinary course of business do not violate this Section.

16.11 Third-Party Beneficiaries

These Terms do not confer any rights or remedies upon any third party other than the parties hereto and their respective successors and permitted assigns, except that the indemnified parties under Section 14 are intended third-party beneficiaries of the applicable indemnification obligations.

16.12 Survival

The following Sections shall survive any termination or expiration of these Terms: Section 5 (Intellectual Property), Section 6 (Student Data Protection and Privacy Compliance) — to the extent obligations survive regarding existing Student Data, Section 9 (with respect to accrued payment obligations), Section 10.5 (Effect of Termination), Section 11 (Confidentiality), Section 12 (Disclaimer of Warranties), Section 13 (Limitation of Liability), Section 14 (Indemnification), Section 15 (Governing Law and Dispute Resolution), and Section 16 (General Provisions).

17. Contact Information

If you have any questions about these Terms, please contact us:

• Mailing Address:
  Ablespace Inc.
  1111B S Governors Ave #6145
  Dover, DE 19904
• General Inquiries: support@ablespace.io
• Legal: legal@ablespace.io
• Privacy: privacy@ablespace.io

Last Updated: March 17, 2026