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Subscription Agreement

Last updated: October 22, 2026

1. About this agreement

1.1 Parties. This agreement is between Brandme LLC, a New York limited liability company doing business as "2gnoMe", and the organization named in an Order Form (the "Customer"), each a "Party" and together the "Parties".

1.2 Order Forms. An "Order Form" is a proposal, quote or order signed by both Parties that sets out the Offering, the number of End Users, fees, term and renewal. Each Order Form incorporates this agreement. Together they form the "Agreement".

1.3 Order of precedence. If documents conflict, this order applies: (a) a signed amendment, addendum or data privacy agreement; (b) the Order Form; (c) this agreement; (d) the Terms of Use and Privacy Policy. Terms in a Customer purchase order do not apply.

1.4 Definitions. "Offering" means the 2gnoMe platform and services described in the Order Form, including updates. "End Users" means the Customer's educators, staff, administrators and others the Customer authorizes to use the Offering. "Framework" means the standards, rubrics or competency models the Customer uses in the Offering. "Customer Data" means data the Customer and its End Users enter into or connect to the Offering.

2. Intellectual property

2.1 Customer IP. All IP contained in the Customer's standards, frameworks or competency models is the sole property of the Customer and its approved partners.

2.2 2gnoMe IP. All IP contained in the 2gnoMe platform and related work product is the sole property of 2gnoMe and its licensors.

2.3 Customer Content. The Customer retains all IP in its website, portal landing page, custom questions, approved learning resources, reflections, journal entries and portfolio materials ("Customer Content"). The Customer grants 2gnoMe a limited, non-exclusive, worldwide, royalty-free license to host, process, transmit and display Customer Content as needed to provide the Offering.

2.4 No ownership transfer. Neither Party acquires ownership rights in the other Party's IP under this Agreement.

2.5 No reverse engineering. Neither Party will reverse engineer, decompile or create derivative works from the other Party's software without prior written consent.

2.6 Feedback. Feedback, suggestions or recommendations from the Customer or its End Users about the Offering are non-confidential, and 2gnoMe may use them without obligation or attribution to improve the Offering.

3. Data privacy

3.1 Scope of data. The Offering is designed for adult educators and staff and does not require student information. Students do not have accounts, and End Users are asked not to enter student names or other student identifiers. Observation notes, files or recordings may still include student information, for example a classroom video. When they do, 2gnoMe treats it as confidential Customer Data, uses it only to provide the Offering and, where FERPA applies, acts as a "school official" with a legitimate educational interest, under the Customer's direct control.

3.2 Storage and processing. All Customer Data, including End User information, observations, feedback, professional learning records and credentials, is securely stored, transmitted and processed under applicable data protection laws.

3.3 Access controls. Access to Customer Data is limited to authorized 2gnoMe personnel. Customer Data will not be sold, rented or shared with third parties without the Customer's prior written consent, except as required by law or with the subprocessors that help 2gnoMe run the Offering. Each subprocessor is bound by confidentiality and data protection obligations at least as protective as this Agreement. The current list is in the Privacy Policy.

3.4 Hosting and security. 2gnoMe's infrastructure is hosted on Amazon Web Services (AWS) with commercially reasonable safeguards, including encryption in transit and at rest.

3.5 De-identified data. 2gnoMe may create de-identified, aggregated statistics from use of the Offering to improve the Offering and publish benchmarks. These statistics will not identify the Customer or any person, and 2gnoMe will not try to re-identify them.

3.6 Data privacy agreements. Where the Customer's law requires it, 2gnoMe will sign a data privacy agreement, including the Student Data Privacy Consortium National Data Privacy Agreement or a state version.

3.7 Data disposition. When this Agreement ends, Customer Data will be securely deleted or returned under a data disposition plan agreed by both Parties, in any case within 30 days, unless the law requires a longer period.

4. AI features

The Offering includes AI-assisted features, including AI-supported drafting of observation feedback (the "AI Features"). The AI Features are drafting support only, subject to these commitments:

4.1 Human authorship. AI-generated content is always editable. Admins review, edit and approve any feedback before it is shared with an educator. The AI does not produce or deliver final feedback without admin review and approval.

4.2 No automated evaluation. The Offering does not use AI to score, label, rate or otherwise produce evaluation decisions about any educator. Evaluation judgments are made by the Customer's human evaluators, not by the Offering.

4.3 Anonymized inputs. The AI Features process anonymized data only. No names, emails or direct personal identifiers are sent to the underlying AI models.

4.4 No training on Customer Data. Customer Data is not used to train, fine-tune or improve the underlying AI models, by 2gnoMe or by any third-party model provider. The AI Features do not keep Customer Data. The model provider may keep anonymized requests for up to 30 days to detect abuse, and then deletes them.

4.5 Disclaimer. AI-generated drafts may contain inaccuracies or omissions. The Customer's admin users are responsible for reviewing, editing and approving all AI-drafted content before sharing it with educators. 2gnoMe makes no warranty that AI-generated content is accurate, complete or fit for any specific use.

5. Confidentiality

Each Party will protect the other Party's non-public information disclosed under this Agreement, including the Agreement's terms and pricing and technical, product and business information, with at least the care it uses for its own confidential information, and never less than reasonable care, and will use it only to perform under this Agreement. This does not apply to information that is public through no fault of the receiving Party, was already in its possession, was independently developed, or was received from a third party without confidentiality obligations. The receiving Party may disclose information if required by law, including public records laws, and will give the other Party prompt notice where legally allowed. These obligations last for three years after this Agreement ends.

6. Warranties; disclaimers

6.1 Mutual authority and service. Each Party represents and warrants that it has full authority to sign and perform this Agreement. During the term, 2gnoMe warrants that the Offering will work materially as described in its then-current published documentation. The Customer's only remedy for breach of this warranty is, at 2gnoMe's choice, (a) re-performance, or (b) a pro rata refund of any prepaid, unused fees for the deficient services.

6.2 Disclaimer. Except as stated above, the Offering is provided "as is" and "as available". 2gnoMe disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement, and does not warrant that the Offering will be uninterrupted or error-free.

7. Limitation of liability

7.1 Cap. Except for the Excluded Claims below, each Party's total liability under this Agreement, whether in contract, tort including negligence, or any other legal theory, will not exceed the fees the Customer paid or owes 2gnoMe under this Agreement in the 12 months before the event giving rise to the claim.

7.2 No indirect damages. Except for the Excluded Claims, neither Party will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost data or business interruption, even if warned they could occur.

7.3 Excluded Claims. These limits do not apply to: (a) a Party's indemnification obligations; (b) breach of the Confidentiality or Data Privacy sections; (c) infringement of the other Party's intellectual property; (d) gross negligence or willful misconduct; or (e) the Customer's payment obligations.

8. Indemnification

8.1 Mutual indemnification. 2gnoMe will defend the Customer against any third-party claim that the Offering, as provided by 2gnoMe and used under this Agreement, infringes a U.S. patent, copyright or trademark, or misappropriates a trade secret. To the extent the law allows, the Customer will defend 2gnoMe against any third-party claim arising from Customer-provided materials, including the Framework and any content the Customer or its End Users upload, or from use of the Offering that breaks this Agreement. The indemnifying Party will pay any final judgment, or any settlement it approves in writing. Neither indemnity applies to claims arising from the indemnified Party's own modifications, unauthorized combinations or breach of this Agreement.

8.2 Procedure. The indemnified Party will promptly notify the indemnifying Party of the claim, give it control of the defense and settlement (subject to the indemnified Party's consent for any non-monetary settlement terms), and reasonably cooperate at the indemnifying Party's expense. These are the indemnified Party's only remedies for the claims described.

9. Termination

9.1 For cause. Either Party may terminate this Agreement for material breach by giving the other Party 30 days' written notice. If the breaching Party cures the breach within those 30 days, the Agreement continues.

9.2 Public funding. If the Customer is a public entity and the funds for a future fiscal year are not appropriated or approved, the Customer may end this Agreement at the end of the last funded fiscal year by giving 2gnoMe written notice as early as possible, without penalty. The Customer owes fees only for the funded period.

9.3 Effect of termination. When this Agreement ends: (a) the Customer's right to access and use the Offering ends; (b) Customer Data is handled under the Data Privacy section; and (c) any unpaid fees become immediately due. If 2gnoMe terminates for the Customer's material breach, the Customer still owes fees through the end of the then-current term.

9.4 Survival. The Intellectual Property, Data Privacy, Confidentiality, Warranties; Disclaimers, Limitation of Liability, Indemnification and General Provisions sections survive after this Agreement ends.

10. Additional terms; incorporated documents

End Users' use of the Offering is also governed by the 2gnoMe Terms of Use, and 2gnoMe handles personal information as described in its Privacy Policy. Both form part of this Agreement. If either conflicts with this Agreement, this Agreement controls. The Parties may also sign exhibits, addenda or Statements of Work, each of which becomes part of this Agreement when signed.

11. General provisions

11.1 Governing law and venue. This Agreement is governed by the laws of the State of New York, without regard to its conflict-of-laws rules. Any dispute arising out of or relating to this Agreement will be brought only in the state or federal courts located in New York County, New York, and both Parties waive any objection to that venue. If the Customer is a public entity, the laws of the Customer's state govern instead, and venue is as those laws require.

11.2 Notices. Notices under this Agreement must be in writing, sent to the addresses in the Order Form or, for 2gnoMe, to legal@2gno.me. A notice is given on (a) personal delivery, (b) confirmed email, or (c) the next business day after deposit with a nationally recognized overnight courier.

11.3 Assignment. Neither Party may assign this Agreement without the other Party's prior written consent, except to an affiliate or to a successor in a merger, acquisition or sale of substantially all of its assets. Any other attempted assignment is void.

11.4 Force majeure. Neither Party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, such as natural disasters, war, civil unrest, government action, internet or utility outages, and epidemics or pandemics.

11.5 Entire agreement; amendment. This Agreement, with any signed exhibits, addenda and Statements of Work, is the entire agreement between the Parties about the Offering and replaces all prior discussions, proposals and agreements on the subject. If a Customer purchase order or similar form contains conflicting terms, this Agreement controls. This Agreement can be amended only in writing, signed by both Parties. Changes to this published agreement apply only to Order Forms and renewals signed after the change.

11.6 Counterparts; severability. This Agreement may be signed in counterparts, and electronic signatures, including DocuSign or PDF, count as originals. If any provision is held unenforceable, the rest of the Agreement stays in effect.