Terms of Use

Welcome to Steppable Inc. (“Steppable,” “we,” “us,” or “our”). These Terms of Use (“Terms”) govern your access and use of Steppable’s web-based platform, mobile applications, tools, and related services (collectively, the “Platform”). Steppable provides services to K–12 school districts, including assisting with student care management and serving as a billing intermediary with state Medicaid programs (collectively, the “Services”).

By accessing or using the Platform or Services on behalf of a school district or other entity (“District” or “You”), You represent and warrant that You have the authority to bind that District to these Terms. If You do not agree to these Terms, You may not access or use the Platform or Services.

1. ACCEPTANCE OF TERMS

1.1 Binding Agreement. These Terms form a legally binding agreement between Steppable and You. By using our Platform or Services, You agree to comply with these Terms and all applicable laws and regulations.

1.2 Related Agreements. In addition to these Terms, Steppable and District may enter into separate written agreements to address data privacy, security, HIPAA, FERPA, or other regulatory compliance obligations (e.g., Business Associate Agreements (“BAA”)). In the event of any conflict between these Terms and any separate written agreement, the separate written agreement will control.

2. ELIGIBILITY AND AUTHORIZATION

2.1 User Eligibility. The Platform is intended for use by authorized employees, representatives, or agents of Districts. You represent that You are at least 18 years old and have the legal authority to enter into binding agreements on behalf of District.

2.2 Appropriate Use. You agree that You will only access and use the Platform for the lawful purpose of administering and providing student care services, managing staff information (as necessary), and processing Medicaid billing on behalf of District.

3. DESCRIPTION OF SERVICES

3.1 Student Care Management. Steppable provides a secure platform that allows District to collect, store, and manage student information, including Protected Health Information (“PHI”) and personally identifiable information (“PII”), for the purpose of delivering and monitoring care.

3.2 Medicaid Billing. Steppable acts as a billing intermediary between Districts and state Medicaid programs. We facilitate the submission of claims for eligible services, track reimbursements, and maintain records of billing activities.

3.3 Updates and Modifications. Steppable may continually improve and update the Platform’s features and functionality. We reserve the right to modify or discontinue certain features without notice or liability.

4. COMPLIANCE WITH LAWS AND REGULATIONS

4.1 HIPAA. To the extent Steppable handles PHI on District’s behalf, Steppable will comply with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and its implementing regulations. Steppable will sign a BAA with District when required by law, detailing each party’s responsibilities regarding PHI.

4.2 FERPA. Steppable complies with the Family Educational Rights and Privacy Act (“FERPA”) to the extent we receive or access students’ education records. We apply administrative, technical, and physical safeguards to protect against unauthorized access or disclosure of such records.

4.3 Other Applicable Laws. District acknowledges that it is responsible for ensuring its use of the Platform and Services complies with all applicable federal, state, and local laws and regulations, including but not limited to education, privacy, and Medicaid billing regulations.

5. DATA PRIVACY AND SECURITY

5.1 Data Collection and Use. Steppable will only collect and process student, staff, or other data as directed by District and as necessary to provide the Services. We will not use such data for any other purposes without District’s written authorization, except as required by law.

5.2 Safeguards. Steppable maintains comprehensive administrative, technical, and physical safeguards designed to protect the confidentiality and integrity of all data, including PHI and PII. These safeguards meet or exceed industry best practices and regulatory requirements.

5.3 Data Breach Notification. If Steppable becomes aware of any breach of security leading to the unauthorized access, acquisition, or disclosure of data on our systems, we will promptly notify District in accordance with applicable law and cooperate in any related investigation and remediation efforts.

6. ACCOUNT REGISTRATION AND SECURITY

6.1 Account Credentials. District may receive unique user accounts for its authorized personnel. Users are responsible for maintaining the confidentiality of their login credentials and for all activities that occur under their accounts.

6.2 Unauthorized Access. District agrees to immediately notify Steppable of any unauthorized use, suspected breach, or any other security incident related to user accounts. Steppable will not be liable for any loss or damage resulting from unauthorized access to user accounts, unless such unauthorized access is directly caused by Steppable’s negligence or willful misconduct.

7. INTELLECTUAL PROPERTY

7.1 Steppable Materials. Steppable retains all rights, title, and interest in and to the Platform, including but not limited to all software, designs, trademarks, trade names, logos, and other intellectual property associated with the Services (“Steppable IP”).

7.2 District Content. District retains all rights, title, and interest in any District content, including student and staff data (“District Content”). By providing District Content to Steppable, District grants Steppable a limited, non-exclusive, royalty-free license to use, host, reproduce, transmit, and display such content solely for the purpose of providing the Services.

7.3 Restrictions. District shall not (and shall not permit any third party to) (a) modify, reverse engineer, decompile, or disassemble any part of the Platform; (b) sell, resell, lease, or sublicense the Platform to any third party; or (c) use the Platform in a manner that violates applicable laws or regulations.

8. FEES AND PAYMENT

8.1 Subscription or Licensing Fees. If applicable, District agrees to pay any subscription or licensing fees as mutually agreed in a separate contract or purchase order.

8.2 Medicaid Billing. While Steppable may facilitate claims submission to Medicaid and assist in managing reimbursements, Steppable does not guarantee the approval of any particular claim. District remains responsible for the accuracy of claim data and for any financial obligations arising from denied or adjusted claims.

8.3 Late Payments. If District fails to make any payment when due, Steppable reserves the right to charge interest at the maximum rate permitted by law on the outstanding balance until paid, and/or to suspend or terminate Services for non-payment.

9. CONFIDENTIALITY

9.1 Definition. “Confidential Information” means any non-public information disclosed by either party that (a) is identified as confidential at the time of disclosure or (b) should reasonably be understood to be confidential due to its nature and the circumstances surrounding its disclosure. District’s Confidential Information includes, but is not limited to, all student and staff data. Steppable’s Confidential Information includes the Platform, Steppable IP, and proprietary business practices.

9.2 Obligations. Each party will use the other party’s Confidential Information solely for the purposes contemplated in these Terms and will not disclose such information to any third party except as necessary to perform under these Terms or as required by law.

9.3 Exceptions. Confidential Information does not include information that (a) becomes publicly available without breach of these Terms, (b) was independently developed by the receiving party without reference to the disclosing party’s Confidential Information, or (c) was lawfully received from a third party without restriction on disclosure.

10. DISCLAIMERS AND LIMITATION OF LIABILITY

10.1 No Warranty. THE PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. STEPPABLE DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10.2 Claim Submission. STEPPABLE DOES NOT GUARANTEE APPROVAL OR REIMBURSEMENT FOR ANY MEDICAID OR INSURANCE CLAIM. DISTRICT BEARS ULTIMATE RESPONSIBILITY FOR THE ACCURACY AND COMPLETENESS OF INFORMATION SUBMITTED.

10.3 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER STEPPABLE NOR ITS AFFILIATES, SUPPLIERS, OR LICENSORS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE USE OF (OR INABILITY TO USE) THE PLATFORM OR SERVICES. STEPPABLE’S AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY DISTRICT TO STEPPABLE (IF ANY) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. INDEMNIFICATION

11.1 By District. District agrees to indemnify, defend, and hold harmless Steppable and its affiliates, officers, directors, and employees from any claims, damages, liabilities, or expenses (including reasonable attorneys’ fees) arising out of or related to (a) District’s breach of these Terms, (b) District’s violation of any applicable law or regulation, or (c) District’s negligent or wrongful acts or omissions.

11.2 By Steppable. Steppable agrees to indemnify, defend, and hold harmless District and its officers, directors, and employees from any claims, damages, liabilities, or expenses (including reasonable attorneys’ fees) arising out of or related to Steppable’s material breach of these Terms, or Steppable’s negligent or wrongful acts or omissions, except to the extent caused by District’s negligence or willful misconduct.

12. TERMINATION

12.1 Termination Rights. Either party may terminate these Terms and any related contract if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving written notice.

12.2 Effect of Termination. Upon termination, Steppable may disable District’s access to the Platform. District may request in writing the return or deletion of its data in accordance with applicable laws.

12.3 Survival. Sections related to payment, confidentiality, intellectual property, disclaimers, limitations of liability, indemnification, and any other provisions that by their nature should survive termination, shall survive the termination of these Terms.

13. CHANGES TO TERMS

Steppable may update these Terms from time to time. In the event of a material change, we will provide notice to District via email or through the Platform. Your continued use of the Platform or Services after any update constitutes Your acceptance of the modified Terms.

14. GOVERNING LAW AND DISPUTE RESOLUTION

14.1 Governing Law. These Terms are governed by and construed in accordance with the laws of the state in which Steppable is headquartered, without regard to conflict of law principles.

14.2 Venue. Any legal action or proceeding arising out of or related to these Terms shall be brought in a state or federal court located in the jurisdiction where Steppable is headquartered, and the parties consent to the exclusive jurisdiction of such courts.

15. GENERAL PROVISIONS

15.1 Entire Agreement. These Terms, together with any separate agreements (e.g., BAAs, service agreements), constitute the entire agreement between District and Steppable regarding the subject matter herein and supersede all prior oral or written agreements.

15.2 Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

15.3 Waiver. A party’s failure to enforce any provision of these Terms shall not be considered a waiver of that provision.

15.4 Assignment. Neither party may assign these Terms without the prior written consent of the other party, except in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of a party’s assets.

15.5 Force Majeure. Neither party shall be liable for delays or failure in performance caused by circumstances beyond their reasonable control, including acts of God, natural disasters, war, acts of terror, riot, embargoes, or government orders.

16. CONTACT US

If You have any questions or concerns about these Terms or the Services, please contact Steppable at:

• Email: team@steppable.com

• Address: 169 Madison Ave Suite 2504 New York NY 10016

• Phone: (978) 254-1076