FundView Master Subscription Agreement

Effective date: August 10, 2026

This FundView Master Subscription Agreement (the "Agreement") is between Willow Run Group, LLC, an Indiana limited liability company ("WRG"), and the Indiana school corporation identified on an Order Form (the "District"). It governs the District's use of FundView.

1. Structure of the contract documents

1.1. The complete agreement between WRG and the District consists of: (a) this Agreement; (b) each signed FundView Order Form; and (c) the FundView Data Handling Exhibit, in the version identified on the Order Form, which is part of this Agreement.

1.2. If these documents conflict, the Order Form controls for commercial terms (fees, term dates, modules), the Data Handling Exhibit controls for data handling and security, and this Agreement controls for everything else.

1.3. The District accepts this Agreement and the Data Handling Exhibit as they read on the date the District signs its Order Form. WRG may publish updated versions, but an updated version does not apply to a District that has already signed until that District agrees to it in writing or signs a new Order Form referencing it.

2. Definitions

• "Service" means the FundView software-as-a-service platform, including the modules identified on the District's Order Form.
• "Order Form" means a signed FundView Order Form referencing this Agreement.
• "Data Handling Exhibit" means the FundView Data Handling Exhibit referenced in Section 1.1.
• "District Data" means all data submitted to the Service by or for the District, all documents the District uploads, and all reports, narratives, projections, and other outputs the Service generates from the District's data.
• "Subscription Term" means the period stated on the Order Form, with start and end dates set on the Order Form.
• "Subprocessor" means a third-party service provider WRG uses to deliver the Service, as listed in the Data Handling Exhibit.
• "Business day" means Monday through Friday, excluding United States federal holidays.

Other capitalized terms are defined where they first appear. This Agreement deliberately keeps defined terms few.

3. The Service

3.1. Access. During the Subscription Term, WRG will make the Service available to the District's users (Section 3.2) at the District's dedicated deployment address. The Service runs as a separate deployment for each district: the District's application instance and database are not shared with any other customer. The Data Handling Exhibit describes this architecture and its security posture.

3.2. Seats. Access is per named user. The District designates its users; WRG provisions and removes seats at the District's direction. Sign-in is through the District's own Google Workspace accounts. Unless the Order Form says otherwise, there is no per-user fee and no seat limit.

3.3. Support. WRG provides support by email at support@fundviewk12.com. WRG will acknowledge support requests within one business day and will work toward resolution on a commercially reasonable basis. WRG is a single-principal operation: the District's support contact is the person who builds the product, not a call center. There is no telephone support commitment and no severity matrix.

3.4. Availability. WRG will use commercially reasonable efforts to keep the Service available, and will give advance notice of scheduled maintenance where practicable. This Agreement does not include a service level agreement or service credits, and WRG does not commit to a numerical uptime percentage.

3.5. Changes. WRG may improve or modify the Service, provided changes do not materially reduce the functionality the District purchased during the current Subscription Term.

4. Acceptable use

The District will require its users to: (a) keep credentials individual, with no shared seats and no credential sharing outside the District; (b) not probe, scan, or test the security of the Service except with WRG's prior written consent; (c) not attempt to access another customer's deployment or data; (d) not resell or provide the Service to third parties; and (e) use the Service only for lawful purposes connected to the District's operations. The District is responsible for its users' compliance with this Section. WRG may suspend access it reasonably believes threatens the security of the Service, and will notify the District promptly of any suspension and work to restore access.

5. District Data: ownership and public records

5.1. The District owns its data. As between the parties, the District owns all District Data, including outputs the Service generates from the District's data. WRG claims no ownership interest in District Data. WRG uses District Data only to provide and support the Service and as the Data Handling Exhibit describes. WRG does not sell District Data, does not share it for advertising or marketing, and does not use it to train artificial intelligence models.

5.2. Export. The District may export its data from within the Service at any time during the Subscription Term. Return and deletion of District Data on termination are covered in the Data Handling Exhibit.

5.3. Public records. The parties acknowledge that this Agreement and each Order Form are public records of the District. WRG drafts its agreements expecting them to be publicly inspectable. Requests under the Indiana Access to Public Records Act directed at the District's data or records remain the District's to receive and answer; WRG will reasonably assist the District, at no charge for routine assistance, including by providing exports of District Data the District needs to respond.

5.4. Feedback. If the District or its users give WRG suggestions or feedback about the Service, WRG may use them to improve the Service without restriction or obligation. Feedback does not include District Data.

5.5. Publicity. WRG will not use the District's name, logo, or likeness in marketing, on its website, or as a reference without the District's prior written permission. The Order Form is where that permission is given or withheld. Nothing in this Agreement grants publicity rights by default.

6. AI features

6.1. Disclosure. The Service uses artificial intelligence, specifically Anthropic's Claude models accessed through Anthropic's commercial API, to generate financial narratives, analysis, and assistant responses, and to extract data from documents and PDF reports the District submits to the Service. Other Service features may use the same AI processing; the Data Handling Exhibit governs all AI processing of District Data. Outputs produced by these features are machine-generated and require review by District staff before official use.

6.2. AI data handling. District Data processed by the AI features is sent to Anthropic's API as a Subprocessor. Under Anthropic's Commercial Terms of Service (effective June 17, 2025), Anthropic may not train its models on customer content. Separately, Anthropic's published data-retention documentation states that API inputs and outputs are automatically deleted within 30 days of receipt or generation, subject to the exceptions Anthropic publishes, which include services with longer retention under the customer's control, separately agreed retention arrangements, retention needed to enforce Anthropic's usage policy, and compliance with law. Both statements were verified against Anthropic's published sources on August 10, 2026. Both are living documents maintained by Anthropic, and WRG re-verifies them when this Agreement is updated.

6.3. Human review built in. The Service is designed so that AI-generated content passes through District control before it becomes official: District staff can review and edit AI-generated narratives before publication, publication flows require explicit human approval, and the Service's validation layer removes figures it cannot verify against the District's own data. These are design controls, not guarantees of accuracy; Section 7 states where responsibility sits.

6.4. AI output can be wrong, and that is not a defect. AI systems can produce inaccurate or fabricated content. This is a known, inherent characteristic of the technology, not a malfunction of the Service, and the design controls in Section 6.3 reduce it rather than eliminate it. The District is responsible for reviewing and verifying any AI-generated content before relying on it for a budget, a filing, a board action, or a public communication. WRG's warranty in Section 11.2 covers the Service performing as described; it is not a warranty that any particular AI output is correct.

6.5. Ownership of AI output. As between the parties, the District owns the outputs the Service generates from the District's data, on the same terms as the rest of District Data under Section 5.1.

7. Decision support, not a decision maker

7.1. What the Service is. FundView is a decision-support tool. It organizes, computes, and visualizes the District's financial information and maintains its Indiana statutory references against primary state sources with recorded verification dates.

7.2. What the Service is not. The Service is not the District's accounting system or book of record. It does not provide legal, accounting, investment, or bond advice, and is not a substitute for the guidance of the State Board of Accounts, the Department of Local Government Finance, the Indiana Department of Education, or the District's own counsel and advisors. Where a figure in the Service and a figure in the District's official records disagree, the District's official records govern.

7.3. Responsibility for official actions. The District's business officials remain responsible for the District's official filings, budgets, reports, and board actions. Outputs of the Service, including AI-generated content, must be reviewed by the District before use in any official filing, budget, publication, or board action. The Service's review and approval controls (Section 6.3) exist to support that review; they do not replace it.

7.4. Third-party sources. The Service reflects statutes, agency guidance, and other third-party sources as published. WRG maintains those references with care and records its verification dates, but does not warrant the accuracy of third-party sources themselves.

8. Fees and payment

8.1. Fees. Fees are stated on the Order Form. Any onboarding or setup fee is one-time and is not charged again on renewal or continuation.

8.2. Invoicing. WRG invoices the District per the schedule on the Order Form. Payment is due within 45 days of invoice, or on the District's standard claims cycle if longer, as public entities process payment through claims approval. WRG does not require credit card payment.

8.3. Late payment. If an invoice is more than 60 days past due and not disputed in good faith, WRG may, after 15 days written notice, suspend access until payment is received. WRG does not charge interest or late fees under this Agreement.

8.4. Taxes. The District is a governmental entity; fees are exclusive of taxes, and WRG will honor the District's exemption certificates.

9. Term, renewal, termination, and non-appropriation

9.1. Term. This Agreement starts on the effective date of the first Order Form and continues while any Order Form is in effect. Each Subscription Term is stated on the Order Form.

9.2. Renewal and continuation. Subscription Terms renew or continue only as stated on the Order Form. Where the Order Form does not provide for renewal or continuation, the Subscription Term ends on its end date and does not renew. For any Subscription Term of one year or longer, WRG will send the District written notice of upcoming expiration and any proposed renewal terms at least 60 days before the end of the then-current Subscription Term.

9.3. Non-appropriation. The District's payment and performance obligations are subject to the appropriation and availability of funds. If the District's fiscal body determines in writing that funds are not appropriated or otherwise available to support continuation of performance, this Agreement and the affected Order Forms are considered canceled as of the end of the last fiscal period for which funds were appropriated, without penalty to the District. The District will pay for the Service through that fiscal period and will notify WRG promptly on learning of the non-appropriation.

9.4. The term is the term. Apart from non-appropriation (Section 9.3) and termination for cause (Section 9.5), the Subscription Term runs to its end date. There is no termination for convenience during a term. If the District does not want to continue past the end date, it simply does not continue, and Section 9.2 governs what happens then.

9.5. Termination for cause. Either party may terminate this Agreement or an Order Form if the other party materially breaches and does not cure within 30 days of written notice.

9.6. If WRG discontinues the Service. If WRG decides to discontinue FundView or to stop serving the District's deployment for any reason other than the District's uncured breach or non-payment, WRG will give the District at least 90 days written notice and will deliver the complete export described in the Data Handling Exhibit before the Service is shut down. WRG will also refund a pro-rata share of any prepaid fees for the unused portion of the Subscription Term.

9.7. Effect of termination. On expiration or termination, the District's access ends, WRG invoices any fees owed through the effective date, and data return and deletion proceed under the Data Handling Exhibit.

10. Confidentiality

10.1. Each party will protect the other's non-public information with reasonable care and use it only for purposes of this Agreement. For WRG this includes all District Data that is not already a public record.

10.2. Public records carve-out. Nothing in this Agreement restricts the District from disclosing anything the Indiana Access to Public Records Act or other law requires it to disclose, and no such disclosure is a breach of this Agreement.

10.3. Confidentiality obligations survive termination for three years, except that WRG's obligations for District Data continue until the data is returned or deleted under the Data Handling Exhibit.

11. Warranties and disclaimers

11.1. Mutual. Each party warrants it has the authority to enter into this Agreement. The District's signature block anticipates governing-body authorization; WRG relies on the District's confirmation of that authorization.

11.2. Service warranty. WRG warrants that the Service will perform materially as described in this Agreement and the Order Form, and that WRG will provide the Service with reasonable skill and care.

11.3. Disclaimer. Except as stated in this Section 11, the Service is provided without other warranties, express or implied, including implied warranties of merchantability and fitness for a particular purpose. Section 7 governs responsibility for official actions and the limits of the Service's role.

12. Indemnification

12.1. WRG's IP indemnity. WRG will defend the District against any third-party claim that the Service, as provided by WRG and used as permitted, infringes a United States patent, copyright, or trademark or misappropriates a trade secret, and will pay damages finally awarded or agreed in settlement. If such a claim arises or looks likely, WRG may modify the Service to make it non-infringing, procure the right for continued use, or, if neither is commercially reasonable, terminate the affected Order Form and refund prepaid fees for the unused portion of the Subscription Term. This Section does not cover claims arising from District Data, from combinations with items WRG did not supply, from use in violation of this Agreement, or from the content of AI-generated output. The legal status of AI-generated content is unsettled, and WRG does not indemnify against claims directed at what the AI produced rather than at the Service itself.

12.2. No indemnity from the District. This Agreement does not require the District to indemnify WRG. This is deliberate. Indiana public entities generally resist granting indemnities, and asking for one is a negotiation WRG would rather not have.

13. Limitation of liability

13.1. Cap. Except as Section 13.3 provides, each party's total aggregate liability arising out of or related to this Agreement is limited to the fees paid or payable by the District in the 12 months before the event giving rise to the claim.

13.2. Excluded damages. Neither party is liable for indirect, incidental, consequential, special, or punitive damages, or for lost profits or lost revenues, even if advised of the possibility.

13.3. Carve-outs. Section 13.1 does not apply to WRG's indemnification obligation under Section 12.1, which is uncapped. For a breach by WRG of Section 10 (Confidentiality) or of the Data Handling Exhibit's security and breach-notice obligations, WRG's total aggregate liability is limited to three times the fees paid or payable by the District in the 12 months before the event, rather than the Section 13.1 cap. Nothing in this Agreement limits either party's liability for its own fraud or willful misconduct.

13.4. Why the cap is what it is. WRG is a single-principal company. The caps above are stated plainly rather than buried, and WRG would rather a district understand the limit before signing than discover it during an incident.

13.5. No waiver of the District's immunities. Nothing in this Agreement waives, or is intended to waive, any privilege, right, defense, remedy, or immunity available to the District as a political subdivision of the State of Indiana, including under the Indiana Tort Claims Act. Nothing in this Agreement obligates the District beyond funds lawfully appropriated and available (Section 9.3).

14. District required-clause riders

Indiana school corporations commonly attach their own rider of required contract provisions to vendor agreements, which may include an E-Verify affidavit, a nondiscrimination provision, and similar statutory clauses. WRG expects such a rider, will review it in good faith, and will execute the provisions that apply to a vendor in WRG's position. Where a District rider conflicts with this Agreement, the parties will resolve the conflict in writing before signature.

15. Intellectual property

15.1. WRG and its licensors own the Service, including all software, designs, templates, and know-how, and all improvements to them. No rights are granted to the District except the access rights this Agreement states.

15.2. The District owns District Data (Section 5.1). Nothing in this Section limits that ownership.

16. General

16.1. Governing law and venue. This Agreement is governed by Indiana law. The parties consent to exclusive venue in the state courts of Elkhart County, Indiana, or in the United States District Court for the Northern District of Indiana. This Agreement does not include an arbitration clause.

16.2. Notices. Notices go in writing to the contacts on the Order Form, by email with confirmation of receipt or by mail. Breach notifications follow the Data Handling Exhibit.

16.3. Assignment and change of control. Neither party may assign this Agreement without the other's written consent, except that WRG may assign it in connection with a merger, acquisition, reorganization, or sale of substantially all the assets of the FundView business, on written notice to the District. If the District reasonably objects to the assignee, the District may terminate this Agreement and its Order Forms within 30 days of that notice, receive a pro-rata refund of prepaid unused fees, and exercise its export rights under the Data Handling Exhibit. An assignee takes the Agreement subject to all of its terms, including the District's pricing and term.

16.4. Electronic records and signatures. The parties may execute this Agreement and Order Forms electronically if the District accepts electronic records and signatures; the District confirms its acceptance or declines at execution.

16.5. Entire agreement. The documents listed in Section 1.1 are the entire agreement and supersede prior discussions and agreements on this subject. Amendments must be in writing and signed by both parties. Purchase-order or portal terms the District's systems generate do not modify this Agreement.

16.6. Severability and waiver. If any provision is held unenforceable, the rest remains in effect. A party's failure to enforce a provision is not a waiver of it.

16.7. Survival. Sections 5, 7, 10, 12, 13, 15, and 16, and the Data Handling Exhibit's return and deletion terms, survive termination.

17. Signatures

Signature is by Order Form. Each signed FundView Order Form incorporates this Agreement and the Data Handling Exhibit by reference, and the Order Form's signature block binds both parties to all three documents.

By signing, the District's signatory confirms that the District's governing body has authorized the agreement, or that the signatory holds delegated authority to bind the District.

Questions

Email support@fundviewk12.com. Willow Run Group, LLC, 22696 County Road 32, Goshen, Indiana 46526.