Master Saas Agreement (MSA)

Master Software-as-a-Service Agreement (MSA)

Last Updated: June 9, 2026

This Master SaaS Agreement (the "Agreement") is entered into by and between Better Speech LLC, ("Streamline") and the entity or organization executing an Order Form that references this Agreement ("Customer" or "District"). This Agreement governs Customer’s access to and use of Streamline’s proprietary cloud-based special education and healthcare technology platform, modules, and related services (the "Services").

By executing an Order Form, using the Services, or accessing Streamline’s website, Customer agrees to be bound by all terms and conditions set forth herein.

1. Definitions

"Customer Data" means all electronic data, information, student records, or Protected Health Information (PHI) submitted, uploaded, or stored by Customer or its Authorized Users within the Services.
"Authorized User" means any employee, contractor, consultant, or school administrator authorized by Customer to access and use the Services under Customer’s account credentials.
"Order Form" means the mutually executed ordering document, quote, or online checkout form that specifies the Services purchased, fees, subscription terms, and usage metrics.
"Student Data" means any personally identifiable information (PII) or education records protected under the Family Educational Rights and Privacy Act (FERPA) or state student privacy laws.

2. Access, Acceptable Use, and Suspension

2.1 Provision of Services. Subject to Customer’s compliance with this Agreement and payment of all applicable fees, Streamline grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable right and license during the applicable subscription term to access and use the Services solely for Customer’s internal educational and operational administrative purposes.
2.2 Service Availability. Streamline shall use commercially reasonable efforts to make the Services available with an uptime of at least 99.5% measured monthly, excluding scheduled maintenance windows. Streamline will provide Customer with at least forty-eight (48) hours advance written notice of any scheduled maintenance that may cause service interruption
2.3 Acceptable Use Restrictions. Customer shall not, and shall not permit any third party or Authorized User to: (a) reverse engineer, decompile, or disassemble the Services; (b) bypass, circumvent, or disable any security-related features of the Services; (c) lease, rent, sublicense, or resell the Services; (d) use the Services to store or transmit malicious code, malware, or viruses; or (e) crawl, scrape, spider, or index any public-facing or private interface of the Services.
2.4 Emergency Security Suspension. Streamline reserves the right to automatically suspend Customer’s or any individual Authorized User’s access to the Services if Streamline detects or reasonably suspects: (a) an active cyberattack, denial-of-service attempt, or security breach targeting Customer's account; (b) use of the Services in violation of Section 2.2; or (c) an operational vulnerability that threatens the integrity of Streamline's multi-tenant infrastructure. Streamline will lift the suspension as soon as the underlying security threat is fully remediated.

3. Intellectual Property and Data Rights

3.1 Streamline Ownership. As between the parties, Streamline retains all right, title, and interest, including all intellectual property rights, in and to the Services, the underlying software, documentation, website design, trademarks, templates, and any modifications, updates, or derivative works thereof. No implied licenses are granted under this Agreement.
3.2 Feedback License. If Customer or its Authorized Users provide any suggestions, enhancement requests, recommendations, or other feedback relating to the operation or features of the Services ("Feedback"), Customer hereby grants Streamline a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, disclose, and exploit such Feedback for any purpose without restriction or compensation.
3.3 Customer Data Ownership. As between the parties, Customer retains all right, title, and interest in and to all Customer Data. Customer hereby grants Streamline a limited, non-exclusive, worldwide, royalty-free license to host, copy, transmit, and display Customer Data solely as necessary to provide, maintain, and support the Services for Customer.
3.4 Artificial Intelligence and Machine Learning Restrictions. For the avoidance of doubt, Streamline shall not use Customer Data, Student Data, Protected Health Information (PHI), Personally Identifiable Information (PII), education records, therapy records, prompts, inputs, outputs, or other Customer content to train, develop, fine-tune, improve, validate, benchmark, or otherwise enhance any artificial intelligence, machine learning, large language model (LLM), or algorithmic product or service. Streamline shall not sell, license, disclose, or otherwise make available Customer Data, Student Data, PHI, PII, prompts, inputs, outputs, or other Customer content to any third party for purposes of artificial intelligence model training.

4. Fees, Payment, and Non-Appropriation

4.1 Payment Terms. Customer shall pay all fees specified in the applicable Order Form. Unless otherwise specified in an Order Form, all fees are due in U.S. Dollars within thirty (30) days from the invoice date. All payment obligations are non-cancelable, and all fees paid are non-refundable. Late payments shall accrue interest at the rate of 1.5% per month, or the maximum rate permitted by law, whichever is lower.
4.2 Suspension for Non-Payment. Streamline reserves the right to suspend Customer's access to the Services upon thirty (30) days' written notice if any fees remain overdue. Streamline will work in good faith with Customer's designated procurement or accounts payable contact to resolve payment timing issues prior to initiating any suspension.
4.3 Public School Non-Appropriation of Funds. To the extent Customer is a public school district or government entity legally bound by statutory fiscal budget cycles, if fiscal funds are not appropriated or allocated for the continuation of the Services for any subsequent fiscal period, Customer may terminate this Agreement at the end of the then-current paid fiscal period by providing at least thirty (30) days' prior written notice to Streamline, accompanied by an official written resolution, budget certification, or letter signed by the District's authorized financial officer (e.g., Chief Financial Officer, Superintendent, or Board Treasurer) certifying the non-appropriation of funds for the relevant fiscal period.

5. Term and Termination

5.1 Subscription Term. This Agreement begins on the Effective Date set forth in the initial Order Form and remains in effect until all subscription terms specified in active Order Forms have expired or have been terminated.
5.2 Termination for Cause. Either party may terminate this Agreement for cause: (a) upon thirty (30) days' written notice to the other party of a material breach if such breach remains uncured at the expiration of the 30-day period; or (b) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
5.3 Termination for Convenience. Either party may terminate this Agreement at the conclusion of an active subscription term by providing ninety (90) days' prior written notice to the other party before the upcoming renewal date.

6. Information Security Program

6.1 Technical and Physical Safeguards. Streamline shall implement and maintain an information security program featuring administrative, physical, and technical safeguards designed to protect Customer Data from unauthorized access, disclosure, or misuse. These measures include data encryption in transit and at rest, role-based access controls (RBAC), multi-factor authentication for administrators, system audit logging, routine vulnerability management, and deployment on secure Amazon Web Services (AWS) infrastructure.
6.2 Subprocessor Controls. Streamline ensures that all third-party infrastructure providers, subprocessors, and sub-service providers utilized to deliver the Services are vetted under reasonable vendor security diligence procedures and are contractually bound by written confidentiality, privacy, and data protection obligations substantially equivalent to those imposed upon Streamline under this Agreement. Streamline remains responsible for the acts and omissions of its subprocessors to the extent such acts or omissions would constitute a breach of this Agreement if committed directly by Streamline. Streamline shall provide Customer with at least thirty (30) days' advance written notice before engaging any new subprocessor that will process, store, or transmit Customer Data or Student Data. Customer may object to the use of a new subprocessor by providing written notice within fifteen (15) days of receiving notice.

7. Security Incident Notification and Data Deletion

7.1 Incident Response and Notification. In the event that Streamline confirms a Security Incident has occurred impacting Customer Data, Streamline shall notify Customer in writing without unreasonable delay, in no event later than seventy-two (72) hours following discovery of, or reasonable belief in the occurrence of, a Security Incident. Streamline will provide reasonable cooperation to help Customer investigate the incident and mitigate risks, provided that Customer retains sole responsibility for any state-mandated parent, user, or regulatory notifications.
7.2 Data Retention, Deletion, and Return. Upon expiration or termination of this Agreement, Customer’s right to access or use the Services shall immediately cease. Upon termination or expiration of this Agreement, Streamline shall proactively notify Customer in writing within five (5) business days of the effective termination date that Customer Data is available for export, and shall make Customer Data available to Customer for download in standard export formats (including CSV, JSON, or PDF as applicable) for a period of ninety (90) days following the effective termination date. After such 90-day period, Streamline shall securely delete or purge all Customer Data from its active production environments or archival storage contain residual data that is retained in the ordinary course of business and overwritten pursuant to Streamline’s standard retention schedules, provided such residual data remains protected from further processing.

8. Special Education and Legal Compliance Disclaimers

8.1 IDEA and IEP Workflow Support. The Services are administrative and operational workflow tools designed to assist educational professionals in documenting, logging, and tracking Special Education workflows, Individualized Education Programs (IEPs), Section 504 plans, speech therapy, and occupational therapy services.
8.2 No Educational Decision-Making. Streamline does not make educational, medical, psychological, clinical, or placement decisions. Customer remains solely responsible for educational evaluations, eligibility determinations, individualized education programs (IEPs), section 504 determinations, service delivery decisions, educational placements, Medicaid billing submissions, and compliance with all applicable federal, state, and local educational requirements.

9. Artificial Intelligence Human-Review and Professional Advice Disclaimers

9.1 Mandated Human Review of AI Outputs. The Services utilize advanced machine learning algorithms and artificial intelligence integrations to assist with administrative drafting, report summaries, and data logging. Customer acknowledges that AI-generated text, summaries, or outputs may contain errors, inaccuracies, or inconsistencies. Customer and its Authorized Users are strictly required to independently review, verify, and edit all AI-generated outputs before finalizing any IEP, clinical document, or student record.
9.2 No Warranty on AI Outputs. STREAMLINE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR LEGAL COMPLIANCE OF ANY AI-GENERATED OUTPUT. CUSTOMER ASSUMES ALL RISK ARISING FROM ITS RELIANCE ON AI-GENERATED OUTPUTS WITHOUT INDEPENDENT REVIEW AND VERIFICATION.
9.3 No Professional Legal or Medical Advice. Streamline is a software technology provider and does not provide legal advice, medical diagnoses, clinical advice, or healthcare billing consultations. No platform feature, documentation, or output shall be construed as legal counsel regarding special education dispute resolution, medical necessity, or state Medicaid reimbursement validation. Customer is solely responsible for consulting licensed legal professionals or medical specialists to confirm compliance with state laws and billing codes.

10. Regulatory Compliance (FERPA & COPPA)

10.1 FERPA Compliance. Streamline functions as a "school official" with a "legitimate educational interest" under FERPA guidelines. Streamline processes Student Data solely as directed by the District and remains under the direct control of the District regarding data security and handling.
10.2 COPPA Compliance. To the extent the Services collect or process student data from users under thirteen (13) years of age, Customer explicitly authorizes Streamline to collect such information for institutional educational usage, acting as the District's authorized agent for school-consent purposes under the Children’s Online Privacy Protection Act ("COPPA").

11. Confidentiality

11.1 Definition of Confidential Information. "Confidential Information" means all non-public 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, including Streamline's pricing, product architecture, documentation, and Customer's non-public data.
11.2 Obligations of Protection. The Receiving Party shall: (a) protect the Disclosing Party's Confidential Information using at least the same degree of care it uses for its own similar confidential data, but no less than a reasonable standard of care; (b) restrict access to Confidential Information to employees and subcontractors who require access to execute the terms of this Agreement and who are bound by matching confidentiality obligations; and (c) use Confidential Information solely to execute obligations under this Agreement.
11.3 Carve-outs. Confidential Information does not include information that becomes publicly known through no fault of the Receiving Party, is independently developed without reference to the Disclosing Party's data, or is required to be disclosed by a valid public records request or court order, provided the Receiving Party gives prompt notice to the Disclosing Party, to the extent legally permitted, and reasonably cooperates with any effort to obtain confidential treatment, a protective order, or other available remedy.

12. Indemnification

12.1 Streamline Indemnification. Streamline shall defend Customer against any third-party claim alleging that Customer's authorized use of the Services infringes a valid U.S. patent or copyright, and shall indemnify Customer for any damages finally awarded against Customer by a court of competent jurisdiction resulting from such claim, provided that Customer: (a) promptly gives Streamline written notice of the claim; (b) gives Streamline sole control of the defense and settlement of the claim; and (c) provides all reasonable assistance at Streamline’s expense.
12.2 Exclusions. Streamline shall have no indemnification obligation for claims arising from: (a) modifications to the Services by anyone other than Streamline; (b) combination of the Services with products, data, or infrastructure not provided by Streamline; or (c) Customer's breach of Section 2.2 of this Agreement.
12.3 Customer Indemnification. To the extent permitted by applicable state law, Customer shall defend, indemnify, and hold harmless Streamline from and against any third-party claims, losses, liabilities, or expenses arising out of or relating to: (a) Customer's unauthorized use of the Services; or (b) any allegation that Customer Data violates the intellectual property, privacy, or statutory rights of a third party.

13. Warranties and Warranty Disclaimer

13.1 Representations and Warranties. Each party represents and warrants that it has the legal power, authority, and capacity to enter into and execute this Agreement. Streamline warrants that the Services will perform materially in accordance with its online documentation under normal operational conditions. Customer warrants that it has obtained all necessary consent from parents, guardians, or authorized personnel required by law to upload Customer Data and Student Data into the Services.
13.2 Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 13.1, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." STREAMLINE EXPLICITLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. STREAMLINE DOES NOT WARRANT THAT THE SERVICES WILL BE COMPLETELY UNINTERRUPTED, ERROR-FREE, OR SECURE.

14. Limitation of Liability

14.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.2 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL BE STRICTLY LIMITED TO THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO STREAMLINE UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

15. Insurance Requirements

15.1 Maintenance of Coverage. Streamline shall maintain, at its sole cost and expense, standard commercial insurance coverage appropriate for national educational and healthcare SaaS deployment throughout the term of this Agreement. Such coverage shall include, at minimum:
- (a) Cyber Liability Insurance with a limit of not less than $1,000,000 per occurrence and in the aggregate, covering data breaches, unauthorized network access, and information security incidents.
- (b) Technology Errors and Omissions (E&O) Insurance with a limit of not less than $1,000,000 per occurrence and in the aggregate, covering professional software delivery and systems errors.
15.2 Evidence of Insurance. Upon written request from the Customer following the mutual execution of an active Order Form, Streamline shall provide a standard ACORD Certificate of Insurance (COI) demonstrating proof of the coverages specified herein.
15.3 Relationship to Liability Caps. For the avoidance of doubt, the existence of insurance coverage or the insurance requirements set forth in this Section 15 shall not be construed to enlarge, waive, or override the total aggregate limitation of liability established under Section 14 of this Agreement.

16. Miscellaneous

16.1 Governing Law and Venue. This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws principles, unless Customer is a public school district or governmental entity whose applicable state law mandates a different governing jurisdiction, in which case the laws of Customer's state of operation shall govern. Any legal action arising under this Agreement shall be brought in the state or federal courts of competent jurisdiction in Customer's county or district of operation, unless the parties mutually agree in writing to an alternative venue in an executed Order Form. Each party consents to personal jurisdiction in the agreed venue. Streamline and Customer may enter into a State-Specific Rider, incorporated into the Order Form, to specify alternative governing law, venue, or statutory compliance obligations applicable to Customer's jurisdiction.
16.2 Incorporation by Reference. The Data Processing Addendum (DPA) and the Business Associate Agreement (BAA) posted at [www.streamline-sped.com/legal](https://www.streamline-sped.com/legal) are hereby incorporated into this Agreement by reference as if fully set forth herein.
16.3 Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (except for payment obligations) caused by events beyond its reasonable control, including natural disasters, acts of war, terrorism, civic riots, systemic internet or power grid outages, or nationwide telecommunication disruptions.
16.4 State Student Privacy Law Harmonization. Streamline aligns its data processing practices with state-specific frameworks including California (SOPIPA), Texas, New York (Education Law 2-d), and Ohio. State-specific statutory requirements are fully outlined and managed within the incorporated DPA.
16.5 Assignment. Neither party may assign or transfer this Agreement without the prior written consent of the other party, except that Streamline may assign this Agreement in its entirety without consent to a successor entity in connection with a corporate merger, acquisition, structural reorganization, or sale of substantially all of its assets.
16.6 Survival. The provisions of Sections 3, 7.2, 9, 11, 12, 14, 15, and 16 shall survive any expiration or termination of this Agreement.
16.7 Entire Agreement and Notices. This Agreement, including all executed Order Forms, constitutes the entire agreement between the parties and supersedes all prior proposals or agreements. All legal notices must be delivered in writing via electronic mail to the designated legal contact addresses listed on the active Order Form.