Terms and Conditions

Last updated December 2, 2025

These Terms and Conditions (“Agreement”) govern the use of services provided by Parsimony Incorporated (“Independent Contractor” or “Parsimony”) to you, the client organization (“Company”). These Terms and Conditions become effective upon your acceptance.

1. Services Provided

Parsimony provides services designed to understand the impact of educational products and/or services on various educational outcomes. The Independent Contractor will use student-level data from school districts utilizing the MomentMN service to create MomentMN Snapshot Reports. Each Snapshot Report will reflect data from a specific group of students within a school district who used the Company’s product or service during a defined timeframe. These reports will employ a quasi-experimental design and statistical analyses to estimate the impact of the Company’s products/services on student outcomes. Potential student outcome categories include: Standardized Reading Scores, Standardized Math Scores, 95%+ Attendance, Behavioral Referrals, and Suspensions.

2. Company Obligations

The Company agrees to provide accurate student rosters that adhere to Independent Contractor specifications. The Company will also provide project details and respond to questions via the Independent Contractor’s online service portal. The Company acknowledges that this service is performed on behalf of school districts providing student data and that the Independent Contractor will grant these districts unconditional access to the deliverables. The Company also acknowledges that deliverables may not always show results favorable to the Company due to factors beyond the Independent Contractor’s control.

3. Fees and Payment

Fees and payment terms for services are listed on the Independent Contractor’s online service portal at https://clients.parsimonyinc.com.

4. Acceptance of Deliverables

All deliverables will be considered accepted by the Company upon delivery.

5. Confidentiality and Work Product

• • Confidential Information: “Confidential Information” includes information disclosed to or known by the Independent Contractor through the performance of services, such as know-how, trade secrets, software, plans, designs, processes, formulas, manufacturing techniques, discoveries, inventions, ideas, product specifications, and sales/marketing data. Confidential Information does not include information that becomes publicly available (other than through a breach of this Agreement) or is communicated by a third party without confidentiality obligations.

• • Work Product: “Work Product” refers to all documentation and information created, in whole or in part, by the Independent

• • Contractor during consulting with the Company, regardless of copyrightability or other protection. The Independent Contractor will have exclusive proprietary rights to all work completed by the Independent Contractor and the underlying intellectual property. The Independent Contractor grants the Company a perpetual, irrevocable, worldwide, non-exclusive, royalty-free license to use, reproduce, distribute, display, and create derivative works of the MomentMN Snapshot Report(s).

• • No Misrepresentation: The Company agrees that it will not, directly or indirectly, modify, edit, or present the MomentMN Snapshot Report(s) or any portion thereof in a manner that materially misrepresents, distorts, or alters the original meaning, findings, or recommendations contained within the MomentMN Snapshot Report(s). The Company shall not use the MomentMN Snapshot Report(s) in a way that could reasonably be expected to mislead third parties regarding the Independent Contractor’s findings, conclusions, or the scope of the Services performed. In the event the Company wishes to make substantial modifications to the MomentMN Snapshot Report(s) for its internal or external use, the Company shall consult with the Independent Contractor to ensure that any such modifications do not misrepresent the original content or the Independent Contractor’s work.

• • Non-Disclosure: The Independent Contractor shall not, during or after the service period, directly or indirectly, use, disseminate, or disclose any Confidential Information or Trade Secrets relating to the Company’s business, except as required for duties to the Company (including providing school districts with Work Product and results).

• • Company Property: All records, forms, supplies, or copies provided by the Company or obtained by the Independent Contractor during services remain the Company’s property and must be returned upon demand. The Independent Contractor’s possession of these items is solely to fulfill obligations under this Agreement and does not confer any proprietary interest.

• • No Implied License: Disclosure of Confidential Information by the Company does not imply any license or right for the Independent Contractor to use it, except as necessary to fulfill obligations under this Agreement.

• • Permitted Disclosures: The Independent Contractor has the right to disclose trade secrets in confidence to Federal, State, and local government officials or to an attorney for reporting or investigating a suspected violation of law. Disclosure of trade secrets in a lawsuit or other proceeding is permitted only if filed under seal and protected from public disclosure. Nothing in this Agreement conflicts with 18 U.S.C. § 1833(b) or creates liability for disclosures expressly allowed by 18 U.S.C. § 1833(b).

6. Term and Termination

This Agreement commences on the effective date and continues in full force and effect until terminated. Either party may terminate this Agreement at any time and for any reason upon 30 days’ notice to the other party. If the Company terminates for convenience, the Company will pay for all services provided up to the termination date. Upon completion or termination, the Independent Contractor must provide all copies of deliverables (completed or partially completed) and related preparatory materials if requested.

7. Independent Contractor Relationship

The Independent Contractor operates as an independent contractor, solely responsible for the manner and means of providing services. The Company will not interfere with the Independent Contractor’s consulting activities. The Independent Contractor may, at its discretion, engage its own employees and agents at its own risk, expense, and supervision, and such employees/agents will have no claim against the Company for compensation or reimbursement. The Independent Contractor is engaged on a non-exclusive basis and may engage in other businesses. The Independent Contractor bears all operating costs and is solely responsible for federal, state, and local taxes. The Independent Contractor will provide its employees and agents with necessary equipment and is solely liable for complying with all applicable laws and regulations, including licenses, permits, insurance, worker’s compensation, and unemployment insurance laws.

8. Miscellaneous

This Agreement supersedes all prior written or oral agreements. Any modifications must be in writing and signed by both parties. This Agreement is governed by the laws of the State of Minnesota, without regard to its conflict of law principles.

9. Warranty and Liability

The Independent Contractor expressly disclaims all warranties, express or implied, regarding the accuracy, completeness, or suitability of the MomentMN Snapshot Report(s) for the Company’s specific needs. The Independent Contractor’s liability for any damages, whether direct or indirect, arising from the work product or the services provided hereunder shall be limited to no more than the price paid by the Company for the specific work product giving rise to the claim. The Company agrees to defend, indemnify, and hold harmless the Independent Contractor from and against any and all claims, lawsuits, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising from or related to the Company’s use of the MomentMN Snapshot Report(s) or the services.