Terms of Service

Effective Date: October 5, 2026

IMPORTANT NOTICE: These Terms of Service ("Terms") form a binding legal agreement between you, the entity you represent ("Customer," "you," or "your"), and YPA Group Inc., a Delaware corporation doing business as WeOrda ("WeOrda," "we," "us," or "our"). By creating an account, clicking "I agree," or using the Service, you confirm you have read, understood, and agreed to be bound by these Terms, the Privacy Policy, and the Data Processing Addendum (collectively, the "Agreement").

THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION AND A CLASS ACTION WAIVER (SECTION 20). PLEASE READ CAREFULLY.

1. Acceptance and Authority

1.1 By accessing or using the Service, you accept these Terms. If you do not agree, you may not use the Service.

1.2 You represent and warrant that (a) you are at least 18 years old, (b) you have the legal authority to bind your organization to this Agreement, and (c) the information you provide during registration is accurate and complete.

1.3 Electronic acceptance through the click-through process is equivalent to a handwritten signature under the Electronic Signatures in Global and National Commerce Act and applicable state law.

1.4 Public-sector customers. If Customer is a public school district or government entity that cannot agree to binding arbitration, out-of-state venue, or vendor indemnification under applicable procurement law, the parties will execute a public-sector addendum, which prevails over Sections 16 and 20 to the extent required by law.

2. The Service

2.1 WeOrda provides a mobile and web-based platform (the "Service") that enables school transportation operators to (a) manage daily compliance workflows, including inspections, check-ins, and operational confirmations, (b) maintain digital records suitable for audit and regulatory reporting, and (c) provide limited visibility to authorized third parties such as families, school districts, schools, and oversight bodies, including through SMS notifications and the WeOrda Parents mobile application. Use of the WeOrda Parents application by parents and guardians is governed by the WeOrda Parents App Terms of Use at weorda.com/parents-terms.

2.2 The Service is offered for school transportation: operators of school buses and other student transportation (including school districts that run their own fleets), the school districts, schools, and oversight bodies they serve, and parents and guardians through the WeOrda Parents application. If WeOrda offers the Service for another industry in the future, obligations specific to that industry apply only when WeOrda makes that offering available and the parties agree in writing.

2.3 The Service is provided "AS IS" and "AS AVAILABLE." WeOrda does not provide a service level agreement at this time. WeOrda may add, modify, or remove features at its discretion.

2.4 The Service does NOT include emergency response, real-time supervision, regulatory compliance services, transportation operations, vehicle maintenance, driver supervision, or medical care.

3. Account Registration

3.1 To use the Service, you must register for a WeOrda account and provide accurate registration information. You are solely responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

3.2 The Service is intended for business use only. Personal or household use is not permitted.

3.3 You are responsible for designating authorized users within your organization and for the actions of all users accessing the Service through your account.

3.4 You agree to enable multi-factor authentication where required by WeOrda for administrative accounts.

4. Subscription, Fees, and Billing

4.1 Pricing

Subject to Section 4.2 (Introductory Period), the Service is provided on a month-to-month subscription basis at the standard rate of thirty U.S. dollars ($30.00) per vehicle per month, billed in advance ("Subscription Fees"), unless a signed Order Form states a different rate (for example, a reduced per-vehicle rate for larger fleets). Oversight-only access for school districts, schools, and oversight bodies that do not operate the vehicles, and the WeOrda Parents application, are provided at no charge. A "vehicle" means each vehicle registered in your account in the operator dashboard during a billing cycle. Subscription Fees are based solely on the number of vehicles; there is no separate charge based on the number of individual users with credentials to access the Service. Each subscription includes access for Customer's owner account and operator dashboard accounts at no additional per-user charge; WeOrda may set reasonable limits on the number of included operator accounts relative to fleet size (for example, one operator account per fifty (50) vehicles) and will communicate any such limits in advance. An active paid subscription requires at least one (1) registered vehicle.

4.2 Introductory Period

New customers receive an introductory period of ninety (90) days beginning on the date the account is activated, during which the Service is provided at ten U.S. dollars ($10.00) per vehicle per month ("Introductory Period"), unless a signed Order Form states a different introductory duration or rate. To continue using the Service after the Introductory Period, you must have a valid payment method on file or an invoicing arrangement under Section 4.6. If you do not cancel before the Introductory Period ends, your subscription will automatically convert to a paid subscription at the standard rate in Section 4.1, or at the post-introductory rate stated in your Order Form.

4.3 Auto-Renewal

AUTO-RENEWAL DISCLOSURE: YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW EACH MONTH UNLESS YOU CANCEL. Your payment method will be charged, or an invoice issued under Section 4.6, for the then-current Subscription Fees on each monthly renewal date. You may cancel at any time by accessing the billing settings in your operator dashboard or by emailing billing@weorda.com. Cancellation takes effect at the end of the then-current billing period. You keep access to the Service until the end of that period. Subscription Fees for a billing period that has begun are non-refundable, including after an automatic renewal, except where this Agreement or applicable law expressly provides otherwise.

4.4 Prorated Charges for Mid-Cycle Additions

If you add vehicles mid-billing-cycle, you will be charged a prorated amount for those vehicles for the remainder of the cycle. The proration is calculated based on the number of days remaining in the billing cycle.

4.5 No Refunds for Mid-Cycle Removals

If you remove vehicles mid-billing-cycle, the removed vehicles remain billable until the end of the current billing cycle, and no refund is issued. The reduced vehicle count takes effect at the start of the next billing cycle.

4.6 Payment Method

Unless invoicing is agreed, you authorize WeOrda (through its payment processor, currently Stripe) to charge your designated payment method for all Subscription Fees and applicable taxes, and you are responsible for keeping your payment method information current.

Invoicing. Where stated in an Order Form, or where WeOrda otherwise agrees in writing (for example, for school districts and other public-sector customers that pay by purchase order), WeOrda will instead issue an invoice for each billing period. Invoices are due in full within thirty (30) days of the invoice date unless the Order Form states a different period, payable in U.S. dollars by the method stated on the invoice. A purchase order number may be referenced on the invoice for your convenience, but no terms printed on a purchase order form part of this Agreement. You must notify billing@weorda.com of any good-faith dispute about an invoice within fifteen (15) days of the invoice date, and pay the undisputed portion when due. Undisputed amounts not paid when due may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, and WeOrda may recover reasonable costs of collection.

4.7 Failed and Late Payments

If a card payment fails, WeOrda will attempt to collect the charge over a period of up to ten (10) days. If an invoice is not paid within ten (10) days after its due date, WeOrda may give you written notice of non-payment. If payment is not received within ten (10) days after that notice, or if a failed card payment is not collected, WeOrda may suspend or terminate your access to the Service. You remain liable for unpaid fees. Suspension for non-payment does not extend the term or reduce the fees due.

4.8 Taxes

Subscription Fees are exclusive of all taxes. You are responsible for paying all applicable sales, use, value-added, or similar taxes, except for taxes based on WeOrda's net income.

4.9 Price Changes

WeOrda may change Subscription Fees with thirty (30) days' prior notice by email. Continued use of the Service after the effective date constitutes acceptance of the new fees. If you do not accept the new fees, you may cancel before the effective date.

4.10 Optional Onboarding Services

WeOrda offers optional onboarding services (such as route setup, roster import, and team training) for a separate fee agreed in advance. Onboarding services are not required to use the Service.

5. Cancellation and Termination

5.1 You may cancel your subscription at any time by accessing the cancellation function in your operator dashboard or by emailing billing@weorda.com. Cancellation takes effect at the end of the then-current billing period.

5.2 WeOrda may suspend or terminate your access immediately, with or without notice, if (a) you breach this Agreement, (b) you fail to pay Subscription Fees when due, (c) you violate the acceptable-use rules in Section 8 (including the Acceptable Use Policy), (d) your use of the Service creates legal exposure for WeOrda, or (e) required by law.

5.3 Upon termination, your right to access the Service ends. Sections that by their nature survive termination (including Sections 6, 7, 8, 11, 12, 13, 14, 15, 16, 17, 20, and 21) shall survive.

5.4 You may export your data at any time during the subscription term, and for thirty (30) days following termination, in a structured, commonly used, machine-readable format (such as CSV or JSON), together with documents uploaded by your workers that are retained as your records (driver license and medical examiner's certificate images in the driver qualification file, and fuel receipt images), through the export function in your operator dashboard.

5.5 Upon termination, WeOrda will delete your data within thirty (30) days of receiving a written deletion request, unless retention is required by law. Upon written request, WeOrda will provide confirmation of deletion.

6. Customer Data and Ownership

6.1 As between the parties, Customer retains all right, title, and interest in and to all data uploaded to, generated by, or processed through the Service in connection with Customer's use of the Service ("Customer Data").

6.2 Customer is the Controller of Customer Data. WeOrda acts solely as a Processor and processes Customer Data only for purposes of providing the Service and as authorized by Customer. The Data Processing Addendum, available at weorda.com/dpa, is incorporated into this Agreement by reference.

6.3 The Service may process the following categories of Customer Data, as applicable to Customer's operations: names of workers and authorized contacts; names of students and of their parents, guardians, and other authorized contacts, with contact details; students' home and alternate addresses recorded as pickup and drop-off locations, used for route planning, navigation, and ride status; transportation-related rider needs that Customer records for its crew, such as wheelchair or safety-harness use and brief rider instructions, limited to what the crew needs to transport the student safely; route, schedule, and assignment information; check-in and check-out timestamps; device-generated metadata; photos or files uploaded by users; driver license details submitted by workers for driver qualification purposes (name, issuing state, the last four characters of the license number, class, commercial status, endorsements, restrictions, and dates, as further limited in the DPA), together with the license image, which Customer retains in its driver qualification file; driver medical examiner's certificates (FMCSA Form MCSA-5876, the "DOT medical card") submitted by workers for driver qualification purposes: the examiner's determination and any conditions, the validity dates, the examiner's name, credential and National Registry number, the CDL-holder indication, and the certificate image, which Customer retains in its driver qualification file as required by 49 CFR 391.51 (the underlying medical examination report is never collected); fuel purchase receipts submitted by workers (merchant, date, fuel quantity and amounts, payment method, last four digits of the payment card, and the receipt image, as further described in the DPA); and other operational data that Customer chooses to upload.

6.4 Student information listed in Section 6.3 is handled under the FERPA Terms in Exhibit A of the DPA. Customer may upload any operational data it needs to run its service (Section 6.3). Only the following categories will NOT be processed by WeOrda unless separately agreed in writing: medical or health records (including diagnoses, medications, and treatment information about students or workers), other than the medical examiner's certificate listed in Section 6.3; financial account information (beyond the payment details printed on a fuel purchase receipt); government identification numbers (beyond the last four characters of a driver license number extracted from a license scan; the retained license image itself carries the full number and is held only in the driver qualification file); and other personal information about minors that is not needed to transport them. Customer will not upload these categories, and WeOrda may remove them if it finds them (DPA Section 4.4).

6.5 Customer grants WeOrda a limited, non-exclusive, royalty-free license to use Customer Data solely to provide, maintain, and improve the Service for Customer.

6.6 WeOrda may use aggregated, anonymized data derived from the Service (data that does not identify any individual or Customer) for product improvement, analytics, and benchmarking purposes. Customer may opt out of inclusion in aggregated analytics by emailing privacy@weorda.com.

6.7 Automated document extraction. WeOrda uses automated extraction technology to read driver license, medical examiner's certificate, and fuel receipt images uploaded by workers, as described in Section 5.4 of the DPA. Extracted values are shown to the submitting worker, who confirms or corrects them before they are saved; nothing is saved without the worker's confirmation. Values confirmed by the worker are provided to Customer as submitted, without warranty of accuracy by WeOrda. Customer is responsible for deciding whether to enable these features for its organization and for any employment, compliance, or reimbursement decision it makes on the basis of the confirmed values. WeOrda does not verify the authenticity of any document and does not provide driver qualification or tax advice.

7. Customer Responsibilities

7.1 Customer represents, warrants, and covenants that:

• It has all necessary rights, consents, and authorizations to upload, store, and process Customer Data through the Service.
• It has obtained all consents required under applicable law, including the Family Educational Rights and Privacy Act ("FERPA"), the Children's Online Privacy Protection Act ("COPPA"), and state student privacy laws (including but not limited to New York Education Law 2-d), before uploading data related to minors or other protected individuals.
• Customer Data is accurate, lawful, and not infringing on the rights of any third party.
• It will comply with all laws and regulations applicable to its industry, including but not limited to Federal Motor Carrier Safety Administration ("FMCSA") regulations where applicable, Occupational Safety and Health Administration ("OSHA") regulations, state pupil-transportation and school-bus regulations, and state and local laws.
• It is solely responsible for the supervision, training, and conduct of its personnel and contractors.
• It is solely responsible for the safe operation of its business, including vehicle maintenance, route execution, driver conduct, student supervision, and physical performance of services.

7.2 Customer will restrict access to the Service to authorized personnel and will promptly revoke access for terminated personnel.

7.3 Customer is responsible for determining whether any incident affecting Customer Data requires notification to affected individuals, regulators, or other parties under applicable law.

8. Acceptable Use

8.1 Customer agrees to use the Service only for lawful purposes and in accordance with this Section 8 and the Acceptable Use Policy ("AUP"), available at weorda.com/aup, which is incorporated into this Agreement by reference and supplements (and does not replace) this Section.

8.2 Prohibited uses include, without limitation:

• Using the Service in violation of any law or regulation.
• Infringing on the intellectual property, privacy, or other rights of any third party.
• Conducting unauthorized security testing, penetration testing, or vulnerability scanning.
• Reverse engineering, decompiling, or disassembling the Service.
• Scraping, harvesting, or extracting data through automated means.
• Sharing accounts across organizations or impersonating any person or entity.
• Uploading malware, viruses, or any code intended to disrupt or damage systems.
• Using the Service to harass, threaten, or harm workers, families, or any other individuals.
• Sending unsolicited communications through any communication features of the Service.

8.3 WeOrda may suspend or terminate access for violations of this Section or the AUP, with or without notice.

9. Security

9.1 WeOrda implements reasonable administrative, technical, and organizational safeguards to protect Customer Data, including:

• Encryption in transit using Transport Layer Security (TLS/HTTPS).
• Encryption of data at rest in cloud storage.
• Role-based access control.
• Authentication requirements for all user accounts.
• Multi-factor authentication for administrative access.
• Access logging for administrative access to production systems.
• Restricted internal employee access on a need-to-know basis.

9.2 Customer acknowledges that no security system is impenetrable. WeOrda does not guarantee that the Service will be free from unauthorized access, use, alteration, or destruction.

9.3 In the event WeOrda becomes aware of a Security Incident affecting Customer Data, WeOrda will notify Customer without undue delay and, where feasible, no later than seventy-two (72) hours after becoming aware, or sooner where a state student-privacy law requires. The notification will include a description of the incident, the categories of affected data, and the mitigation steps taken.

9.4 Customer is responsible for determining whether notification to individuals, regulators, or other parties is required by applicable law and for delivering any such notices.

10. Subprocessors

10.1 WeOrda engages third-party service providers ("Subprocessors") to provide infrastructure and supporting services. The current list of Subprocessors is available at weorda.com/subprocessors.

10.2 WeOrda will provide thirty (30) days' notice before engaging a new material Subprocessor. Customer may object to a new Subprocessor by emailing privacy@weorda.com. If Customer's objection cannot be reasonably resolved, Customer may terminate the affected portion of the Service.

10.3 WeOrda remains responsible for the acts and omissions of its Subprocessors to the extent provided in the Data Processing Addendum.

11. Confidentiality

11.1 Each party may disclose to the other non-public information that is identified as confidential or that should reasonably be understood as confidential ("Confidential Information"). Each party agrees to (a) use Confidential Information only for purposes of this Agreement, (b) protect Confidential Information with at least the same degree of care it uses for its own confidential information, and no less than reasonable care, and (c) not disclose Confidential Information to any third party except as permitted by this Section or elsewhere in this Agreement.

11.2 A party may disclose Confidential Information to its employees, contractors, professional advisers, and (in WeOrda's case) Subprocessors who need to know it for purposes of this Agreement and who are bound by confidentiality obligations at least as protective as this Section. The disclosing party remains responsible for their compliance.

11.3 Confidential Information does not include information that is or becomes publicly available without breach of this Agreement, was rightfully known to the receiving party before disclosure, was rightfully received from a third party without a duty of confidentiality, or was independently developed without use of the Confidential Information.

11.4 If a party is required by law, regulation, court order, subpoena, or governmental request to disclose Confidential Information, it may do so, provided that where legally permitted it (a) gives the other party prompt notice so that the other party may seek a protective order or other remedy, (b) discloses only the portion legally required, and (c) reasonably cooperates with the other party's efforts to limit the disclosure. Where notice is prohibited (for example, by a law-enforcement non-disclosure order), the party will give notice as soon as it is lawfully able to.

11.5 Customer Data is governed by Sections 6 and 9 and the Data Processing Addendum, not by this Section. The obligations in this Section continue for three (3) years after termination of this Agreement, and indefinitely for trade secrets and for Confidential Information that the disclosing party identifies as such at the time of disclosure.

12. Intellectual Property

12.1 WeOrda retains all right, title, and interest in and to the Service, including all software, technology, content, designs, trademarks, and other intellectual property, and all derivative works thereof.

12.2 Customer is granted a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the subscription term, solely for Customer's internal business purposes and subject to this Agreement.

12.3 If Customer provides feedback, suggestions, or ideas regarding the Service ("Feedback"), Customer grants WeOrda a perpetual, irrevocable, royalty-free, worldwide license to use the Feedback without any obligation to Customer.

13. Third-Party Services

13.1 The Service may interact with third-party services, including payment processing (Stripe), cloud infrastructure (Google Cloud Platform), authentication (Firebase), mapping and geocoding (Mapbox), SMS delivery (Twilio), and transactional email (SendGrid). Automated document extraction runs on Google Cloud Platform.

13.2 Customer's use of third-party services is subject to those providers' terms. WeOrda is not responsible for the acts or omissions of third-party services.

14. Warranties and Disclaimers

14.1 THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. WEORDA DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

14.2 WEORDA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM HARMFUL COMPONENTS. WEORDA DOES NOT WARRANT THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR ACHIEVE ANY INTENDED RESULT.

14.3 Customer is solely responsible for determining whether the Service is suitable for Customer's regulatory, operational, and business needs.

15. Limitation of Liability

15.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, WEORDA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF (A) THE TOTAL SUBSCRIPTION FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) FIVE THOUSAND U.S. DOLLARS ($5,000); PROVIDED THAT IF CUSTOMER HAS PAID NO SUBSCRIPTION FEES, WEORDA'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).

15.2 IN NO EVENT SHALL WEORDA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, LOST REVENUE, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.3 The limitations in this Section 15 apply regardless of the form of action, whether in contract, tort, strict liability, or otherwise. The limitations do not apply to (a) Customer's payment obligations, (b) Customer's indemnification obligations, (c) a party's wilful or grossly negligent breach of its confidentiality obligations under Section 11, or (d) liability that cannot be limited by applicable law. For clarity, a Security Incident is governed by Section 9 and the Data Processing Addendum, is not a breach of Section 11, and remains subject to the limitations in this Section 15.

16. Indemnification

16.1 Customer shall defend, indemnify, and hold harmless WeOrda and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, penalties, and reasonable expenses (including attorneys' fees) arising out of or related to:

• Customer's unlawful collection, use, or sharing of personal data, including failure to obtain required consents.
• Customer's transportation or other operational activities, including vehicle condition, route execution, student supervision, or physical performance of services.
• Acts or omissions of Customer's personnel or contractors.
• Injuries, accidents, or incidents occurring during Customer's services.
• Customer's breach of Section 7 (Customer Responsibilities) or Section 8 (Acceptable Use).

Except to the extent caused by WeOrda's gross negligence or willful misconduct. This Section does not apply to a public-sector Customer to the extent prohibited by applicable law (see Section 1.4).

16.2 WeOrda shall defend Customer against any third-party claim alleging that the Service, as provided by WeOrda and used in accordance with this Agreement, infringes a U.S. intellectual property right, and shall pay damages finally awarded or agreed in settlement. WeOrda's obligation does not apply to claims arising from Customer Data, Customer's modifications, or Customer's combination of the Service with other products.

17. Emergency Reporting and Operational Boundaries

17.1 The Service may include features for issue reporting, SOS alerts, or parent or family communication. These features are communication tools only and are NOT emergency response systems.

17.2 Functionality may be limited by network connectivity, device status, service outages, or other conditions. WeOrda does not monitor alerts in real time and does not guarantee delivery, receipt, or response.

17.3 Any 911 or emergency dialing shortcut initiates a call from the user's device only. WeOrda does not route, receive, or dispatch emergency communications.

17.4 Customer remains solely responsible for student supervision, vehicle safety, route safety, emergency procedures, and regulatory compliance. WeOrda does not assume any duty of care for any of the foregoing.

18. Modifications to Terms

18.1 WeOrda may modify these Terms from time to time. WeOrda will provide at least thirty (30) days' notice of material changes by email to the address associated with Customer's account, by notice posted in the operator dashboard, or by other reasonable means.

18.2 The current version of the Terms is always available at weorda.com/terms with a "Last Updated" date. Continued use of the Service after the effective date of changes constitutes acceptance.

18.3 If Customer does not accept material changes, Customer may terminate this Agreement before the effective date by emailing legal@weorda.com. Customer's sole remedy for objecting to changes is to terminate.

19. Beta Features and Early-Stage Service

19.1 WeOrda is an early-stage company. Features may be designated as "beta," "early access," or similar. Beta features are provided without any warranty and may be modified or discontinued at any time.

19.2 During the period beginning on the date of Customer's account creation and ending on a date to be communicated by WeOrda (the "Early Customer Period"), Customer acknowledges that the Service is in active development. WeOrda may update these Terms during the Early Customer Period with notice.

20. Dispute Resolution; Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS. This Section is subject to Section 1.4 (public-sector customers).

20.1 Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles, unless a signed Order Form or public-sector addendum specifies a different governing law or venue for that Customer, in which case that document controls for that Customer (Section 21.4). The United Nations Convention on Contracts for the International Sale of Goods does not apply.

20.2 Mandatory Arbitration

Any dispute, claim, or controversy arising out of or relating to this Agreement or the Service ("Dispute") shall be resolved through final and binding arbitration, except as set forth below. Arbitration shall be conducted by JAMS under its Streamlined Arbitration Rules, in Wilmington, Delaware, or by videoconference at the parties' agreement. The arbitrator's decision shall be final and binding.

20.3 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL DISPUTES SHALL BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.

20.4 Opt-Out

Customer may opt out of the arbitration provision and class action waiver by emailing legal@weorda.com within thirty (30) days of account creation, stating Customer's name, company, and intent to opt out. Opting out does not affect any other provision of this Agreement.

20.5 Carve-Outs

Either party may seek injunctive or other equitable relief in court for actual or threatened infringement of intellectual property rights or breach of confidentiality obligations. Either party may bring an individual claim in small claims court.

20.6 Venue

For Disputes not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware, subject to Section 1.4.

21. General Provisions

21.1 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship.

21.2 Assignment. Customer may not assign this Agreement without WeOrda's prior written consent. WeOrda may assign this Agreement in connection with a merger, acquisition, sale of assets, or operation of law. Any assignment or successor entity will remain bound by the FERPA Terms (Exhibit A of the DPA) with respect to student Education Records, which will continue to be processed only for the purposes for which the Operator provided them and subject to 34 CFR 99.33.

21.3 Force Majeure. Neither party shall be liable for delays or failures in performance caused by events beyond reasonable control, including network failures, natural disasters, acts of terrorism, pandemics, or governmental actions.

21.4 Entire Agreement; Order Forms. This Agreement, together with the Privacy Policy, Data Processing Addendum, Acceptable Use Policy, and any Order Form, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, representations, and understandings. An "Order Form" is an order form, pilot agreement, or public-sector addendum that references these Terms and is signed by both parties. In the event of a conflict, a signed Order Form prevails over these Terms as to the matters it expressly addresses (such as pricing, term, and governing law); the Data Processing Addendum prevails as to the processing of Personal Data, as provided in Section 19 of the Data Processing Addendum; and these Terms prevail over the Acceptable Use Policy and the Privacy Policy.

21.5 Severability. If any provision of this Agreement is found unenforceable, the remaining provisions shall remain in full force and effect.

21.6 No Waiver. The failure to enforce any provision shall not constitute a waiver of that or any other provision.

21.7 Notices. Notices to WeOrda shall be sent to legal@weorda.com. Notices to Customer shall be sent to the email address associated with Customer's account. Notice is effective upon receipt.

21.8 Export Control. Customer represents that it is not located in, and will not use the Service from, any country subject to U.S. trade sanctions, and that it is not listed on any U.S. government list of restricted parties.

21.9 Government End-Users. The Service is a "commercial item" under FAR 2.101 and consists of "commercial computer software" and "commercial computer software documentation" under FAR 12.212. Government use is governed by this Agreement.

21.10 Headings. Section headings are for convenience only and do not affect interpretation.

21.11 Electronic Signatures. Signatures and acceptances transmitted electronically are valid and binding.

21.12 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing in this Agreement confers any right, benefit, or remedy on any third party, including workers, parents, guardians, students, or other individuals served by Customer's operations.

22. Contact Information

Questions about these Terms? Contact us:

YPA Group Inc. (d/b/a WeOrda)

Email: legal@weorda.com

General inquiries: olga@weorda.com

Billing: billing@weorda.com

Privacy: privacy@weorda.com

Abuse: abuse@weorda.com