Kami Companion (Beta) Acknowledgment and Understanding

This Beta Agreement (“Agreement”) is entered into in April 2025 by and between Notable, Inc
(dba Kami), a Delaware corporation with its principal place of business at 8605 Santa Monica
Blvd PMB 57387 West Hollywood, California 90069-4109 US (“Kami”), and the participating
educational school, district or Institute signing (“Institution”).

Purpose of Trial:

Kami is developing a Beta version of its “Kami Companion” Software (“Software”), a Chrome
extension utilizing generative AI to assist in educational activities. “Institution” desires to
participate in a limited Beta trial of the “Software” to evaluate its potential for educational use
and provide feedback to Kami.

Purpose of Trial:

  • Experimental Nature: “Institution” acknowledges that the “Software” is in an Beta,
    highly experimental stage of development. It has not undergone comprehensive security
    testing, QA testing, or formal release procedures.
  • Potential Risks: “Institution” understands and accepts that the “Software” may contain
    errors, bugs, and vulnerabilities and may not function as intended. Although unlikely,
    data loss, security breaches, and unexpected behavior are possible.
  • No Warranties: The “Software” is provided “AS IS,” with all faults, and without any
    warranties of any kind, whether express or implied, including but not limited to warranties
    of merchantability, fitness for a particular purpose, and non-infringement.
  • Assumption of Risk: “Institution” assumes all risks associated with the use of the
    “Software”, including but not limited to data loss, “Software” malfunctions, and security
    vulnerabilities.
  • No Production Use: “Institution” agrees that the “Software” is strictly for testing and
    feedback purposes and will not be used in any production or live classroom setting
    without express written permission from Kami.

Purpose of Trial:

  • Experimental Nature: “Institution” acknowledges that the “Software” is in an Beta,
    highly experimental stage of development. It has not undergone comprehensive security
    testing, QA testing, or formal release procedures.
  • Potential Risks: “Institution” understands and accepts that the “Software” may contain
    errors, bugs, and vulnerabilities and may not function as intended. Although unlikely,
    data loss, security breaches, and unexpected behavior are possible.
  • No Warranties: The “Software” is provided “AS IS,” with all faults, and without any
    warranties of any kind, whether express or implied, including but not limited to warranties
    of merchantability, fitness for a particular purpose, and non-infringement.
  • Assumption of Risk: “Institution” assumes all risks associated with the use of the
    “Software”, including but not limited to data loss, “Software” malfunctions, and security
    vulnerabilities.
  • No Production Use: “Institution” agrees that the “Software” is strictly for testing and
    feedback purposes and will not be used in any production or live classroom setting
    without express written permission from Kami.

1. Data Collection and Usage:

1.1 Data Minimization: Kami will collect only the minimum amount of student data necessary for the trial, any data collected will be stored in Kami’s existing cloud systems (AWS, GCP) all in the USA.

1.2. Data Ownership: All student data remains “Institution”‘s sole property.

1.3. Permitted Use: Kami will use student and teacher data in line with our current
privacy policy.

1.4. FERPA Compliance (Principles): Kami will adhere to the principles of FERPA,
including:

  • Limiting the use of student data to educational purposes directly
    related to the trial.
  • Providing “Institution” with reasonable means to access and
    correct student data.
  • Prohibiting the unauthorized disclosure of student data.

1.5. COPPA Compliance: If applicable, Kami will adhere to the principles of COPPA,
and will not knowingly collect data from children under 13 without verifiable
parental consent. “Institution” is responsible for verifying age and obtaining
required consents.

1.6. Data Security: Kami will implement reasonable security measures to protect
student data, including data encryption and access controls. However, due to the
“Software”‘s Beta nature, Kami cannot guarantee complete data security, and
“Institution” acknowledges this risk.

1.7. Data Deletion: Upon completion of the trial or as requested in writing by
“Institution”, Kami will securely delete or anonymize all student data within a
reasonable timeframe.

1.8. Anonymized Data: Kami may retain anonymized and aggregated data for
research and development purposes, provided such data cannot be used to
identify individual students.

2. Consent and Responsibility:

2.1. “Institution” Responsibility: “Institution” is solely responsible for obtaining all
necessary parental or legal guardian consent for the collection, use, and
disclosure of student data. “Institution” will provide Kami with written evidence of
such consent upon request.

2.2. Compliance: “Institution” warrants that it will comply with all applicable laws and
regulations, including FERPA and COPPA, in its use of the “Software” and the
provision of student data.

3. Liability and Indemnification: 

3.1. “As-Is” Provision and Waiver: The “Software” is provided “as-is” without any
warranties, express or implied. “Institution” expressly waives all claims related to
its performance, functionality, or security.

3.2. Indemnification: “Institution” agrees to indemnify, defend, and hold harmless
Kami, its officers, directors, employees, and agents from any and all claims,
damages, losses, liabilities, and expenses (including reasonable attorney’s fees)
arising from:
➢ 

  • “Institution”‘s use of the “Software”. 
  • “Institution”‘s failure to obtain necessary consents. 
  • “Institution”‘s breach of this Agreement. 
  • Any claims related to student data provided by “Institution”. 
  • Except for damages directly resulting from Kami’s gross
    negligence or willful misconduct.

3.3. Force Majeure: Kami shall not be liable for any delay or failure to perform its
obligations under this Agreement due to causes beyond its reasonable control,
including but not limited to acts of God, natural disasters, and cyberattacks.

4. Data Breach Notification:

Kami will notify “Institution” immediately (24 hours) upon discovering any confirmed data breach
or security incident involving student data and will provide reasonable assistance to “Institution”
in mitigating the impact of such an incident.

5. Audit Rights:

“Institution” shall have the right to audit Kami’s data security practices related to the trial, subject
to reasonable notice and confidentiality obligations. Audits must be limited to the scope of this
agreement.

6. Term, Support, and Termination:

6.1. Term: The trial period shall commence on April 8, 2025, and end on May 31,
2025, unless otherwise agreed to in writing by both parties.

6.2. Termination: Either party may terminate this Agreement upon 15 days’ written
notice. Kami may terminate this agreement immediately if “Institution” violates
any of the terms.
6.3. Data Upon Termination: Upon termination, “Institution” shall cease all use of the
“Software”, and Kami shall securely delete or anonymize all student data as per
section 1.8.
6.4. No Obligation: This trial agreement does not obligate “Institution” to purchase or
obtain free access to the Kami Companion “Software” after the trial period ends.
A separate commercial agreement will be required for any continued use of the
“Software”.

6.5. No Monetary Exchange: No monetary exchange will take place between Kami
and the “Institution” as part of this Beta Trial.

6.6. Support: For the duration of this contract, personalized customer success
support will be provided via email at product@kamiapp.com, and will be
directed to the Kami development team.

6.7. Existing Terms and Policies: Where not explicitly modified by this agreement,
the existing Kami Terms and Conditions and Privacy Policy will apply.

7. Governing Law:

This Agreement shall be governed by and construed in accordance with the laws of the State of
Colorado, without regard to its conflict of law principles.

8. Entire Agreement:

This Agreement constitutes the entire agreement between the parties and supersedes all prior
agreements or understandings, whether written or oral.

9. Modifications:

Any modifications to this agreement must be made in writing, and signed by both parties.

Signatures:

Any modifications to this agreement must be made in writing, and signed by both parties.

Notable, Inc (dba Kami):

Name: Dane Maslen

Title: Chief Information Security Officer

Date: 9th April 2025