Scene Lead Master Services Agreement (Pilot Terms of Service)

Pilot Version 1.3.0 · includes Schedule D, the Data Processing Addendum

These Pilot Terms of Service, also called the Scene Lead Master Services Agreement (the "Agreement"), are between Cyriac Labs, LLC, a Maryland limited liability company with its notice address at 127 Lazy Hollow Drive, Gaithersburg, MD 20878 ("Cyriac Labs", "we", "us"), which operates the Scene Lead software service, and the organization that creates or joins a Scene Lead workspace ("Studio", "you"). The current version of each document named below, its version number and its content hash are published at /legal, and every acceptance is recorded against that exact version.

1. Structure, acceptance and order of precedence

1.1 The documents. This Agreement consists of these core terms, Schedule D (Data Processing Addendum) at the end of this document, and the following separately versioned documents, each published at /legal:

• A — Document: Acceptable Use Policy; When it applies: always; How it is accepted: with these core terms
• B — Document: Payment & Connected Account Terms; When it applies: when your Studio connects Stripe; How it is accepted: separately, by your Studio's owner, for your Studio
• C — Document: Communications Terms; When it applies: when your Studio turns on email or texting; How it is accepted: when sending is turned on
• D — Document: Data Processing Addendum; When it applies: always; How it is accepted: part of this document

The Privacy Notice at /legal is a separate public notice describing how personal information is handled. It is not a term of this Agreement, but we will handle personal information consistently with it and with Schedule D.

1.2 Order of precedence. If documents conflict, the following control, each only within its own subject: (a) Schedule B for fees, payments, refunds, disputes and the platform fee; (b) Schedule D for our processing of personal information on your behalf; (c) Schedule C for email and text messaging; (d) these core terms; (e) Schedule A. A written agreement signed by both parties that expressly overrides a provision of this Agreement controls over it.

1.3 Authority. The individual who accepts this Agreement represents that they have authority to bind the Studio. Each individual user also agrees to these terms personally in relation to their own use of the Service.

1.4 Electronic acceptance. Clicking to accept is your electronic signature. Our record of the exact version and content hash accepted, the time and the account used is evidence of what was agreed.

2. Definitions

• "Service": the Scene Lead software, websites, embedded forms, kiosk pages, interfaces and related support we provide.
• "Studio Activities": everything your Studio does or offers, whether or not managed through the Service, including classes, lessons, workshops, rehearsals, performances, socials, events, trips and private instruction; the premises and venues where they occur; the conduct, qualifications, supervision and screening of your owners, instructors, staff, contractors and volunteers; the health and safety of participants and spectators; your prices, policies, waivers, refunds and promises; and your relationships with students, guardians, purchasers, attendees, venues and other third parties.
• "Studio Data": information you, your users, or the People You Serve put into the Service for your Studio, including personal information.
• "People You Serve": your students, guardians, purchasers, attendees, leads and other individuals whose information is in Studio Data.
• "Third-Party Services": services not provided by us that the Service relies on or connects to, including Google (Firebase, Google Cloud, Google sign-in, Google Calendar), Stripe, Twilio and Resend, and any service you choose to connect.
• "Scene Lead Parties": Cyriac Labs, its affiliates, and its and their members, managers, officers, employees, contractors and agents.

3. The Service

3.1 Access. Subject to this Agreement, we grant your Studio a non-exclusive, non-transferable right during the term to use the Service for your Studio's own business.

3.2 Pilot. The Service is offered as an invitation-only pilot. Features may change, and some features are off until you turn them on under their own schedule (payments under Schedule B, messaging under Schedule C). If we remove a feature your Studio materially relies on, we will give reasonable advance notice where practicable. Features we label pilot, beta, preview or early access may change or stop.

3.3 What the Service is not. The Service is a scheduling, registration, attendance, payments-connection and communications tool. It does not supervise, operate, insure or certify Studio Activities; it does not check any person's age, identity, fitness or eligibility; it does not draft, review or enforce your waivers or policies; and it does not provide legal, tax, accounting, safety or compliance advice. Templates, defaults and suggested wording in the Service are conveniences you must review before use.

4. Accounts, staff access and account security

4.1 Accounts. Users sign in with a Google account. You are responsible for the accuracy of your Studio's information and for activity under your Studio's accounts.

4.2 Your staff and roles. Your owners control membership, roles and access windows. You are responsible for granting access only to people who need it, for removing access promptly when someone leaves or should no longer have it, and for the acts and omissions of everyone you give access to, as if they were your own.

4.3 Account security. You are responsible for the security of the Google accounts and devices your users use (including turning on the security features Google offers, such as two-step verification), for protecting kiosk, invitation and other links that grant access and rotating or revoking them if exposed, and for training your users to recognise phishing. Removing a user from your Studio ends their access to your Studio's data on their next request; it does not sign them out of Google or of other organizations.

4.4 Compromise. If you suspect that an account, device or link with access to your Studio has been compromised or misused, you must promptly remove or rotate the affected access and tell us through Help → "Report a problem" in the app. We may suspend affected access to protect you, other studios or the Service. We are not responsible for losses caused by access through your users' credentials, devices or links, or by your failure to remove access, except to the extent caused by our breach of Section 8.

5. Fees

5.1 No subscription charge during the pilot. There is no subscription charge unless stated in a schedule accepted for your Studio by its owner or in a written agreement signed by both parties.

5.2 The platform fee is set only by Schedule B. The platform fee on payments through the Service's Stripe Connect checkout, what it applies to, and how refunds and disputes treat it are governed exclusively by the version of Schedule B accepted for your Studio by its owner, and the rate that applies to your Studio is the rate stated in that accepted version. Accepting these core terms, Schedule A or C, or the Privacy Notice, or any acceptance by a user other than for your Studio under Schedule B, never accepts, introduces or changes a platform fee. A new or higher fee applies to your Studio only after your Studio's owner accepts, for your Studio, a version of Schedule B that states it; until then, the rate in the version previously accepted for your Studio continues to apply, and every payment keeps the rate recorded with it. Earlier versions of the Payment & Connected Account Terms, including version 1.1.0, are earlier versions of Schedule B.

5.3 Taxes. Each party is responsible for its own taxes. Any fee we charge is stated exclusive of taxes; if a tax applies to it, it is added. Taxes on your sales are yours.

6. Payments between your Studio and the People You Serve

6.1 Merchant of record. Payments from the People You Serve are processed on your Studio's own Stripe account under your agreement with Stripe. Your Studio is the merchant of record and the seller of everything sold through the Service. We are not a party to your sales, we do not take possession of or hold your funds, and we are not a payment processor, payment facilitator, money transmitter or escrow agent.

6.2 Your responsibilities. You are responsible for your prices, descriptions, policies and disclosures; for delivering what you sell; for refunds, cancellations, credits, chargebacks, disputes, reversals, fraud losses, Stripe fees and reserves; for taxes on your sales; and for complying with card-network rules and consumer-protection law.

6.3 Cancellations and changes. If you cancel, reschedule or change a Studio Activity, whether or not the Service was used to communicate it, any refund, credit or remedy owed to the People You Serve is your responsibility.

7. Studio Activities — your responsibility and release

7.1 You run your Studio Activities. You are solely responsible for Studio Activities, including the safety of participants and spectators, the condition and lawful operation of premises and venues, instructor and staff conduct and supervision, background checks where required or prudent, emergency procedures, licensing, and obtaining any waivers, releases, medical information, photo consents or guardian permissions you need. For a participant who is a minor, any waiver, release or consent must come from a parent or legal guardian, and whether such a document is enforceable is your responsibility.

7.2 No duty to the People You Serve. We do not provide Studio Activities and assume no duty to the People You Serve in connection with them. The People You Serve are not third-party beneficiaries of this Agreement.

7.3 Release. To the fullest extent permitted by law, your Studio releases the Scene Lead Parties from all claims, demands and losses your Studio has or may have arising out of or relating to Studio Activities, including claims of bodily injury, death, emotional distress, property damage, abuse or misconduct by any person, venue conditions, cancellations, refunds, and disputes with the People You Serve, venues or others. This release does not apply to claims to the extent caused by our gross negligence, willful misconduct or fraud, or to claims that by law cannot be released. This release is given by your Studio; it does not bind the People You Serve.

7.4 Insurance. You will maintain insurance appropriate to your Studio Activities, such as general liability insurance, in the amounts the law, your venues or your landlords require or that are customary for activities like yours. The Service is not insurance and Cyriac Labs does not insure Studio Activities.

8. Security, incidents and notifications

8.1 Shared responsibility. We host the Service on Google Cloud and Firebase in the United States (Google's us-east4 region for the application, database and uploaded files; Google's sign-in service operates globally) and rely on Google's infrastructure security, including encryption of stored data and of data in transit. In addition, we apply database access rules to every read and write made from the app, verify sign-in, membership and role for signed-in server operations (and access-link secrets or provider signatures for public and provider requests), store the secrets in access links only as one-way hashes or in sealed (encrypted) form, encrypt stored provider credentials with a key held in a managed secret store, and record significant actions in audit logs. You are responsible for the matters in Section 4. No system is completely secure, and we do not promise that the Service will be free of vulnerabilities or that Studio Data cannot be accessed without authorization.

8.2 Personnel access. Our personnel access Studio Data only to operate, secure, support and maintain the Service, to comply with law, or as you instruct. Access to your Studio's content for support requires a time-limited, read-only grant by your Studio's owner and is recorded. Basic account details may be looked up without a grant to answer support requests, and a recorded emergency process exists to restore ownership of a Studio. Personnel with infrastructure administration rights could technically access stored data; we limit such access to the purposes in this Section.

8.3 Security incidents. A "Security Incident" is an unauthorized acquisition of, or access to, Studio Data in our systems or in providers' systems operated on our behalf. If we discover a Security Incident affecting your Studio Data, we will notify your Studio's owner without undue delay, and in any event within the time applicable law requires of a party maintaining data for another (for personal information of Maryland residents, no later than 10 days after we discover it); describe what we know and the steps we are taking; update you as we learn more; and provide reasonable information and cooperation for notices you must give. Because your Studio controls the personal information of the People You Serve, your Studio decides whether, and is responsible for giving, any notice the law requires to the People You Serve or to regulators, unless the law places that duty on us or we agree otherwise in writing. Our notification is not an admission of fault.

8.4 Third-party incidents. A security incident at a Third-Party Service you contract with directly (for example your Stripe account) is governed by your agreement with that provider. For providers we engage to deliver the Service, Section 8.3 applies to the extent Studio Data we sent them is affected and we learn of it.

8.5 Reporting security issues. Report security issues to legal@cyriaclabs.com or through Help → "Report a problem". You must not test the Service's security without our written permission.

9. Studio Data, privacy and data protection

9.1 Ownership. As between the parties, your Studio owns Studio Data. You grant us a non-exclusive licence to host, copy, transmit, display and process Studio Data to provide, secure, support and maintain the Service, to comply with law, and as described in Schedule D. We do not sell Studio Data or use it for advertising.

9.2 Service data. We may collect and use information about how the Service is used (for example message counts, delivery results and performance data) to operate, secure and improve the Service, and may share it only in aggregated form that does not identify your Studio or any individual.

9.3 Roles. For personal information of the People You Serve, your Studio is the controller (or "business" or "owner") and we are its processor (or "service provider"); Schedule D governs. For your users' account information, we act as described in the Privacy Notice.

9.4 Your privacy obligations. You are responsible for having a lawful basis and any required notices and consents to collect Studio Data and to have us process it, including telling the People You Serve that you use the Service; for honoring requests by the People You Serve under applicable law (the Service provides tools such as export, editing and redaction of a student's personal details, and we will reasonably assist under Schedule D); and for not putting into the Service information it is not designed for (Schedule A).

9.5 Minors, guardians and attendees. The Service is directed to businesses, not to children. If you serve minors, you are responsible for collecting their information from, and obtaining any permission required from, a parent or legal guardian; for not inviting a child under 13 to enter information into the Service directly; and for any age, guardian or custody checks you require — the Service does not check age, identity or guardianship. A person who registers others (for example a parent registering a child, or a purchaser registering friends) provides that information on your Studio's behalf; you are responsible for your terms requiring that purchasers have authority to provide it, and for your relationships with attendees who did not register themselves.

9.6 Retention. The Service does not automatically delete Studio Data on a schedule. Studio Data is kept while your Studio's account exists and until it is deleted under Section 9.8, except that records kept as evidence or for legal obligations — legal acceptance records, audit logs, payment records, and messaging consent and opt-out records — may be kept after deletion. You decide how long you keep Studio Data and can delete what you no longer need using the Service's tools.

9.7 Backups and recovery. Our database provider's point-in-time recovery lets us recover the database as it was at points within approximately the previous seven days, so data deleted from the live database may persist in that recovery window for up to seven days. Uploaded images are not backed up. Recovery is not guaranteed and may not be complete or current, and we do not promise to restore any particular data. Keep your own copies of information you cannot afford to lose, using the export tools.

9.8 Export, closure and deletion. While your Studio has an active owner, the owner can export the Studio's core records with the built-in export. The export does not include every record type (for example message bodies and uploaded images are not included); its manifest lists the excluded record types and fields. Export before you close your Studio; after closure we will make reasonable efforts to help on request but do not promise a further export. You may ask us to close your Studio, and on your written request we will delete Studio Data from the live Service within a reasonable time, subject to Sections 9.6 and 9.7; deletion is performed by our personnel and confirmed to you. Information held by Stripe, Twilio, Resend or other providers under your or their own terms is governed by those terms.

10. Communications

Email and texting are off until your Studio turns them on and accepts Schedule C. Your Studio is the sender of the messages sent on its behalf and is responsible for their content, for having the consent the law requires (including under the Telephone Consumer Protection Act, the CAN-SPAM Act and state laws), for the accuracy of the business information used to register your texting, and for honoring opt-outs. Schedule C governs.

11. Third-Party Services

The Service depends on Third-Party Services we do not control. Their availability, security, terms, fees, policies and decisions — for example Stripe account reviews, holds, reserves or closures; carrier filtering, registration refusals or throughput limits; Google account or sign-in changes; and email deliverability — are outside our control. To the fullest extent permitted by law, we are not responsible for Third-Party Services or for losses they cause, and your use of a Third-Party Service you contract with directly is governed by your agreement with that provider. We may change the providers we use, subject to Schedule D.

12. Disclaimers

12.1 Except as expressly stated in this Agreement, the Service is provided "as is" and "as available", and to the fullest extent permitted by law we disclaim all warranties, express, implied or statutory, including merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and any warranty arising from course of dealing or usage of trade.

12.2 Without limiting Section 12.1, we do not warrant that the Service will be uninterrupted, timely, secure or error-free; that any email, text, reminder, receipt or notification will be delivered, delivered on time, or read; that schedules, rosters, attendance, capacity, waitlist, payment or reporting information will be accurate or complete; that data will not be lost; or that use of the Service will satisfy any law, regulation or contractual obligation that applies to you.

13. Limitation of liability

13.1 Excluded damages. To the fullest extent permitted by law, the Scene Lead Parties will not be liable to your Studio, your users or anyone claiming through you for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, business, bookings, goodwill or data, or for the cost of recovering, recreating or restoring data or of obtaining substitute services, however caused and on any theory of liability (including contract, tort, negligence, strict liability and statute), even if advised of their possibility.

13.2 One fixed limit. To the fullest extent permitted by law, the total aggregate liability of Cyriac Labs and all other Scene Lead Parties, together, for all claims by your Studio, your users or anyone claiming through you arising out of or relating to this Agreement (including every schedule) or the Service, on any theory of liability — including negligence, interruption or unavailability of the Service, security incidents, unauthorized access, and loss, corruption or disclosure of data — will not exceed one thousand US dollars (US $1,000) in total. This is a single limit for the whole Agreement and all of its schedules. It is not per claim, per schedule, per incident or per year; it does not increase with fees paid or payments processed; and every amount paid under it reduces it.

13.3 What these limits do not cover. Sections 13.1 and 13.2 do not limit (a) liability for fraud, gross negligence or willful misconduct of a Scene Lead Party; (b) any other liability that applicable law does not allow to be limited or excluded, which is then limited to the fullest extent the law allows; or (c) the return of platform fees on refunds under Schedule B section 3, which Stripe makes as part of the refund, or of any platform fee collected above the rate in the version of Schedule B accepted for your Studio; neither is a payment of damages.

13.4 Your obligations are not limited. This Section limits only the liability of the Scene Lead Parties. It does not limit your obligations, including under Sections 4, 6, 7, 9.4, 9.5, 10 and 14, the schedules, and for amounts you owe.

13.5 Why these limits are reasonable. You agree that the Service is offered as a pilot with no subscription charge; that the platform fee is priced on the basis of these limits; that you can protect your Studio through your own insurance and by keeping your own copies of your data using the export tools; and that these limits apply even if a limited remedy fails of its essential purpose.

13.6 No personal liability or personal promises. Claims by your Studio, your users or anyone claiming through you arising out of or relating to this Agreement or the Service may be brought only against Cyriac Labs, LLC, and not personally against any of its members, managers, officers, employees, contractors or agents, except for their own fraud, gross negligence or willful misconduct or where the law does not allow this protection. No owner or other individual gives any personal guarantee or personal promise about the Service.

14. Indemnification

14.1 Your indemnity. Your Studio will defend, indemnify and hold harmless the Scene Lead Parties from and against any third-party claim, demand, investigation or proceeding (including one brought by a regulator or by any of the People You Serve), and all resulting losses, liabilities, damages, fines, penalties, settlements, costs and reasonable attorneys' fees, arising out of or relating to:

(a) Studio Activities, including bodily injury, death, abuse, misconduct, property damage or venue conditions; (b) your sales, prices, refunds, cancellations, chargebacks, disputes, taxes and consumer-protection obligations; (c) Studio Data, including your right to collect and provide it and any notice or consent it requires; (d) messages sent on your behalf, including claims under the Telephone Consumer Protection Act, the CAN-SPAM Act or state telemarketing, messaging or privacy laws, and the accuracy of business information used to register your texting; (e) your or your users' use of the Service, including access through your users' credentials, devices or links; (f) your breach of this Agreement or of law; or (g) any dispute between your Studio and the People You Serve, your staff, contractors, venues or other studios,

including claims alleging that a Scene Lead Party was negligent together with you or anyone else, except to the extent a claim is finally determined to have been caused by a Scene Lead Party's sole negligence, gross negligence, willful misconduct or fraud, or by our breach of this Agreement.

14.2 Procedure. We will notify you of a claim reasonably promptly (a delay relieves you only to the extent it materially prejudices you), give you reasonable cooperation at your expense, and let you control the defense with counsel reasonably acceptable to us. We may participate with our own counsel at our own expense, and may take over our own defense at your expense if you do not defend diligently or if a conflict of interest exists. You may not settle a claim without our prior written consent if the settlement admits fault by, or imposes any obligation (other than a payment you fully fund) or restriction on, a Scene Lead Party.

15. Intellectual property, feedback and confidentiality

15.1 We and our licensors own the Service and all related intellectual property. No rights are granted except as expressly stated. You will not copy, modify, reverse engineer (except as the law permits), resell or create derivative works of the Service.

15.2 You may give us suggestions or feedback; we may use them without obligation to you.

15.3 Each party will protect the other's non-public information that is marked or reasonably understood to be confidential with reasonable care, use it only for this Agreement, and disclose it only to people who need to know it and are bound by similar duties, or as required by law (with notice where lawful). Studio Data is protected under Sections 8 and 9 and Schedule D.

16. Changes to this Agreement

16.1 Updates. We may update these core terms and the schedules. Each published version is immutable and remains readable and downloadable at /legal. We will give notice through the Service before an update takes effect.

16.2 Material changes require explicit acceptance. For a material change, continued use alone is not acceptance: we ask for explicit acceptance and record the exact version and content hash accepted. Until it is accepted, the previously accepted version continues to apply, and the Service may pause making changes for the user who has not yet accepted it; that user can still read and download every version of these documents, export the Studio's data, contact support through Help → "Report a problem", and ask to close the Studio. If you do not accept a material change, you may instead end this Agreement by closing your Studio, without any charge from us.

16.3 Fee changes. A change to the platform fee or to how it is calculated is made only by a new version of Schedule B and applies to your Studio only under Section 5.2. A new version of Schedule B is offered to your Studio's owner for your Studio. It is never part of a personal review under Section 16.2: no user is asked to accept it personally or is paused for not accepting it, and the version previously accepted for your Studio continues to apply until your Studio's owner accepts the new version for it.

17. Term, suspension and termination

17.1 Term. This Agreement starts when first accepted for your Studio and continues until terminated.

17.2 By you. You may stop using the Service and ask us to close your Studio at any time.

17.3 By us. We may suspend or terminate access, in whole or in part, (a) for your material breach not cured within 15 days after notice; (b) immediately for a breach of Schedule A or C, abuse in progress, a risk to the security or integrity of the Service or other studios, or non-payment; (c) where required by law or by a provider on which the Service depends; or (d) on 60 days' notice if we discontinue the Service.

17.4 Effect. On termination your right to use the Service ends; Sections 9.6 to 9.8 govern your data; payments already started through the checkout may still complete under Schedule B; and amounts owed remain payable.

17.5 Survival. Sections 1.2, 1.4, 2, 5 (as to amounts owed), 6, 7.1 to 7.3, 8.3 (as to incidents discovered before termination and as to Studio Data we still hold), 9, 11 to 15, 17.4, 17.5, 18, 19 and Schedule D (D6 and D7), and any other provision that by its nature should survive, survive termination.

18. Disputes, governing law and venue

18.1 Informal resolution first. Before starting a proceeding, a party must give written notice of the dispute, and the parties will try in good faith to resolve it for thirty days. This does not prevent either party from seeking urgent injunctive relief.

18.2 Governing law. This Agreement is governed by the laws of the State of Maryland, without regard to its conflict-of-laws rules, and by applicable United States federal law. The UN Convention on Contracts for the International Sale of Goods does not apply.

18.3 Venue. The state courts located in Montgomery County, Maryland, and the United States District Court for the District of Maryland have exclusive jurisdiction over any proceeding arising out of or relating to this Agreement, and each party consents to them.

18.4 JURY WAIVER. TO THE EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

19. General

19.1 Entire agreement. This Agreement (these core terms and the accepted schedules) is the entire agreement about its subject and supersedes earlier pilot terms and other prior agreements about it, except that (a) records of earlier versions you accepted remain evidence of what applied at the time, and (b) the version of Schedule B accepted for your Studio continues to govern the platform fee until replaced under Section 5.2. In accepting this Agreement you have not relied on any statement, promise or representation, including one made by an owner, employee or agent of Cyriac Labs, that is not set out in this Agreement; this sentence does not limit liability for fraud.

19.2 Severability. If a provision is held unenforceable, it will be enforced to the maximum extent permitted and reformed to achieve its intent as closely as possible, and the rest of this Agreement remains in effect.

19.3 Waiver. A failure or delay in enforcing a provision is not a waiver. A waiver must be in writing.

19.4 Assignment. You may not assign this Agreement without our written consent. We may assign it to an affiliate or to a successor in a merger, acquisition or sale of all or substantially all of the relevant business or assets, with notice to you.

19.5 Notices. We may give notice through the Service or to your owner's email address. You give notice through Help → "Report a problem" and to legal@cyriaclabs.com, and legal process to our notice address above.

19.6 Force majeure. Neither party is liable for delay or failure (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, labor disputes, government action, utility or internet failures, and failures or outages of Third-Party Services, provided it uses reasonable efforts to resume performance.

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

19.8 No third-party beneficiaries. There are no third-party beneficiaries, except that the Scene Lead Parties may enforce Sections 7.3, 13 and 14.

19.9 Export and sanctions. You will not use the Service in violation of U.S. export or sanctions laws.

19.10 Interpretation. Headings are for convenience. "Including" means "including without limitation".

19.11 Contact. Questions go through Help → "Report a problem" in the app or to legal@cyriaclabs.com.

Schedule D — Data Processing Addendum

This Schedule is part of the Agreement and applies to personal information we process on your Studio's behalf.

D1. Definitions and roles. "Personal Data" means information in Studio Data that identifies, relates to, or could reasonably be linked to an individual, as defined by the applicable Data Protection Law. "Data Protection Law" means the U.S. federal and state privacy and data-security laws that apply to the processing, including, where applicable, the Maryland Online Data Privacy Act and the Maryland Personal Information Protection Act. For Personal Data of the People You Serve, your Studio is the controller (or "business" or "owner") and we are its processor (or "service provider" or a party maintaining data on its behalf). Where a law applies only above a size threshold and does not apply to a party, the commitments in this Schedule still apply as contract terms.

D2. Instructions and purpose. We process Personal Data only on your Studio's documented instructions: this Agreement, your Studio's configuration and use of the Service, and other written instructions we agree to. We will tell you if we believe an instruction violates Data Protection Law and may decline it. Nature and purpose: hosting, storing, organizing, displaying, transmitting and messaging Personal Data to provide the Service's registration, scheduling, attendance, payments-connection, communications, website and support features. Duration: the term of the Agreement and the periods in D7. Data subjects: students, guardians, purchasers, attendees, leads, and your staff and instructors. Categories: names; email addresses; phone numbers; registration, enrollment, attendance, waitlist and placement records; purchase and payment-status records (not card numbers); message content, delivery records and consent and opt-out records; form answers and notes your Studio chooses to collect; guardian relationships; uploaded images. Your Studio must not provide the categories excluded by Schedule A.

D3. Limits on use. We will not sell Personal Data, share it for cross-context behavioral or targeted advertising, use it for our own purposes outside our relationship with your Studio, or combine it with personal data from other sources, except as Data Protection Law permits a processor to do (for example to secure the Service or to maintain and improve it without profiling individuals).

D4. Confidentiality. Everyone we authorize to process Personal Data is subject to a duty of confidentiality, and personnel access is limited as described in Section 8.2.

D5. Subprocessors. Your Studio authorizes us to use these subprocessors: Google LLC (Google Cloud and Firebase: hosting, database, sign-in, file storage, secret management); Twilio Inc. (text messaging, when your Studio turns texting on); Resend (transactional email, when your Studio turns email on); and Google's Calendar service (only when a user connects a calendar). Stripe processes payment data for your Studio under your Studio's own agreement with Stripe. We engage each subprocessor under written terms that incorporate the provider's published data-protection terms (Google's Cloud Data Processing Addendum, Twilio's Data Protection Addendum and Resend's Data Processing Addendum), which require it to protect Personal Data, and we remain responsible for its performance as Data Protection Law requires. We will give at least 30 days' notice through the Service before adding a subprocessor; if your Studio objects on reasonable data-protection grounds and we cannot resolve the objection, your Studio may stop using the affected feature or end the Agreement without charge from us.

D6. Security incidents. Section 8.3 applies. We will provide the information reasonably available to us, without charge, to help your Studio meet its own notification duties.

D7. Return, deletion and retention. During the term, the owner can export the records covered by the built-in export, and the owner or an administrator can redact a student's personal details from the student record using the Service's tools; for other individuals, we will help on request under D8. On your Studio's written request, including on or after closure of your Studio, we will delete Personal Data from the live Service within a reasonable time, except (a) data we must keep by law, (b) the evidence records described in Section 9.6, and (c) copies in point-in-time recovery, which expire within approximately seven days. Retained data stays subject to this Schedule.

D8. Assistance and assessments. Taking into account the nature of the processing, we will reasonably help your Studio respond to individuals' requests (access, correction, deletion, portability, opt-out), primarily through the Service's export, editing and redaction tools, and to complete data-protection assessments it is required to perform. We will make available information reasonably necessary to show our compliance with this Schedule and will cooperate with reasonable assessments by your Studio or its assessor, no more than once in any twelve months (except after a Security Incident or when a regulator requires it), on reasonable notice, at your Studio's expense, subject to confidentiality and without access to other customers' data. Where Data Protection Law permits, we may instead provide a written description of our controls.

D9. Location. The Service is hosted in the United States (Google Cloud us-east4). Google's sign-in service operates globally.

D10. Liability. Claims under this Schedule are subject to Section 13 and count toward its single limit; this Schedule creates no separate or additional limit. Section 13.3 applies where Data Protection Law does not allow liability to be limited.