Ratio User Agreement and Terms of Use

Ratio Staffing Substitute Teachers LLC

Effective November 11, 2026

This User Agreement and Terms of Use governs access to and use of Ratio's websites, mobile applications, and related marketplace services. It applies to educators and to schools, family child care providers, employers, workforce organizations, and other authorized organizations. Role-specific obligations appear in Sections 7 and 8.

PLEASE READ THIS AGREEMENT CAREFULLY. BY CREATING AN ACCOUNT, CLICKING TO ACCEPT, ACCESSING OR USING THE PLATFORM, OR PURCHASING A PRODUCT OR SERVICE, YOU AGREE TO THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE PLATFORM.

IMPORTANT NOTICE. RATIO PROVIDES A TECHNOLOGY MARKETPLACE. RATIO DOES NOT EMPLOY EDUCATORS, SUPPLY LABOR AS AN EMPLOYER, SUPERVISE WORK, SET COMPENSATION BETWEEN USERS, OR BECOME A PARTY TO AN EMPLOYMENT OR INDEPENDENT CONTRACTOR RELATIONSHIP FORMED BETWEEN USERS. SECTION 6 EXPLAINS THIS ROLE. SECTION 18 LIMITS LIABILITY, AND SECTION 20 CONTAINS IMPORTANT DISPUTE TERMS.

1 Agreement Scope

This Agreement is between you and Ratio Staffing Substitute Teachers LLC, a California limited liability company, referred to as Ratio, we, us, or our. It covers the Ratio website, mobile applications, app-store versions, account portals, communications, booking and availability tools, organization and resource-pool features, and related products and services that link to or incorporate this Agreement. Together, these are the Platform.

The Privacy Policy and any product-specific terms, purchase terms, booking or cancellation rules, promotional terms, or written order forms presented to you are incorporated into this Agreement. If a written order form signed by Ratio conflicts with this Agreement, the order form controls only for the subject it specifically addresses.

2 Eligibility and Authority

You must be at least 18 years old and legally capable of entering into a binding contract to create an account or use the Platform. Ratio does not offer accounts to children.

If you create or use an account for a school, family child care provider, company, public agency, nonprofit, association, workforce program, college, resource-pool sponsor, or other organization, you represent that you have authority to bind that organization to this Agreement. In that case, you and your include both you and the organization, and the organization is responsible for activity by its authorized users.

3 Definitions

On a phone, swipe the table sideways to see every column.

4 Accounts and Security

Account Information

You must provide accurate, current, and complete information and keep it updated. You may create and use only an account type and organizational role for which you are authorized. You may not impersonate another person or entity, create an account using false information, or transfer an account without Ratio's written permission.

Account Security

You are responsible for safeguarding your credentials and for activity under your account. Notify Ratio promptly at info@ratiostaffing.com if you suspect unauthorized access, loss of credentials, fraud, or another security incident. Ratio may require identity or authority verification and may suspend access while investigating suspected misuse.

Organization Administrators

An Organization may designate administrators who can invite, manage, limit, or remove Organization Users and may access information associated with the Organization account. The Organization is responsible for administrator selections, access levels, and promptly removing access when a person is no longer authorized.

5 Electronic Communications

You consent to receive account notices, booking messages, security alerts, service updates, receipts, and other transactional communications electronically, including by email, in-app message, push notification, or other contact information you provide. Electronic communications satisfy legal requirements that a communication be in writing. Push notifications and device-based alerts depend on your device settings and may be disabled through those settings, although disabling them may cause you to miss time-sensitive information.

Marketing emails and text messages, if any, are governed by the consent presented when you subscribe. You may opt out as described in the message. Opting out of marketing does not stop transactional or legally required communications.

6 Ratio Platform Role

Technology Marketplace

Ratio provides technology that allows Educators and Organizations to find, communicate with, and book or pursue Opportunities with one another. Users decide whether to contact, interview, select, hire, engage, schedule, pay, or work with another user.

No Employment or Staffing Relationship

Ratio is not the employer, joint employer, staffing employer, co-employer, agent, representative, partner, or supervisor of any Educator or Organization. Ratio does not hire or fire Educators for Organizations, direct or control their work, establish their workplace rules, set compensation or benefits between users, provide payroll or tax withholding unless a separate written service expressly says otherwise, or become a party to an employment, contractor, or services agreement between users. Use of the Platform does not itself create an employment, agency, franchise, partnership, fiduciary, or joint venture relationship with Ratio.

No Guarantee or Endorsement

Ratio does not guarantee the identity, qualifications, licensing, credentials, background, conduct, suitability, reliability, availability, legal compliance, financial condition, or accuracy of any user or Opportunity. A profile field, badge, status, document, or search result does not mean Ratio has independently verified or endorsed it unless Ratio expressly labels it as verified and identifies the scope of verification.

User Responsibility

Users are responsible for their own due diligence, decisions, agreements, conduct, safety, and compliance with law. Organizations remain responsible for screening, hiring, supervision, compensation, scheduling, workplace safety, required records, mandated reporting, licensing, background checks, health requirements, and all other obligations applicable to the Organization and the role. Educators remain responsible for the accuracy of their profiles and for meeting the requirements of any Opportunity they accept.

7 Educator Terms

Educator Profile

An Educator may create a profile containing contact information, work history, education, qualifications, credentials, availability, preferred locations, resume, service offerings, and other information. You represent that your profile and documents are accurate, current, and yours to provide. You must not claim a license, permit, certification, background clearance, training, or qualification you do not hold.

Profile Visibility

When you set your profile to Visible, authorized Organization Users and, where applicable, participants in a Resource Pool may view the profile fields made available through the relevant feature. When you set your profile to Hidden, Ratio will stop displaying it in ordinary Platform searches after reasonable processing time. Hiding a profile does not retract information already shared, remove prior messages or booking records, cancel pending or confirmed Opportunities, or delete information Ratio must retain for security, legal, or operational reasons.

Availability and Opportunities

You are responsible for keeping your availability accurate and reviewing the location, schedule, compensation, duties, requirements, and other terms of an Opportunity before accepting it. An expression of interest, application, request, or proposed booking is not confirmed unless the Platform or the applicable Organization identifies it as confirmed. Ratio does not promise any minimum number of Opportunities, hours, assignments, interviews, contacts, or earnings.

Professional Conduct

You must communicate honestly and professionally, arrive as agreed for accepted Opportunities, notify the Organization promptly of a delay or cancellation, and follow lawful workplace and safety rules. You may not use the Platform to misrepresent availability, obtain unauthorized access to an Organization or child-related information, or engage in discrimination, harassment, threats, violence, fraud, or unlawful conduct.

Employment and Tax Matters

Any employment, independent contractor, volunteer, or services relationship is determined by the Educator and Organization under applicable law and their agreement. Ratio does not decide worker classification. Unless a separate written Ratio service expressly provides otherwise, Ratio does not pay wages or fees, withhold taxes, provide insurance or benefits, reimburse expenses, or issue employment or tax documents for work arranged between users.

8 Organization Terms

Authorized Use

An Organization may use Educator information only for legitimate recruiting, staffing, substitute coverage, enrichment, speech-language, workforce, scheduling, Resource Pool, or related operational purposes consistent with the feature through which the information is provided. The Organization must limit access to authorized personnel with a legitimate need to know.

Educator Data Restrictions

An Organization may not scrape, harvest, resell, publish, disclose, license, or build a separate commercial database from Educator information. It may not use Educator information for unrelated advertising, surveillance, identity theft, discrimination, harassment, or any unlawful purpose. The Organization must use reasonable safeguards, honor applicable deletion or correction obligations, and stop using information when it no longer has a legitimate and lawful purpose, subject to required record retention.

Opportunity Information

The Organization must provide accurate and current information about each Opportunity, including the worksite, dates and times, duties, compensation or compensation process, required qualifications, cancellation expectations, and material health or safety conditions. The Organization must promptly correct or remove filled, canceled, expired, or inaccurate Opportunities.

Screening and Workplace Responsibility

The Organization is solely responsible for determining whether an Educator may lawfully and appropriately perform the work. This includes identity verification, interviews, references, background and criminal-history checks, licensing and credential review, health and vaccination requirements, employment eligibility, mandated-reporter requirements, child care licensing rules, ratios, supervision, onboarding, training, wage and hour compliance, payroll, taxes, insurance, benefits, workplace safety, accommodations, and anti-discrimination obligations, as applicable.

No Improper Reliance

The Organization must not treat a user statement, uploaded document, Platform field, automated match, recommendation, badge, or third-party result as a substitute for its own required review. If Ratio labels information as verified, the Organization may rely only on the specific verification scope and date displayed.

Organization Users

The Organization is responsible for actions taken through its account, including posts, messages, bookings, purchases, invitations, and data access by its personnel. It must promptly remove personnel who are no longer authorized and notify Ratio of suspected misuse.

9 Bookings Scheduling and Communications

Requests and Confirmations

The Platform may allow a user to request, offer, accept, decline, or confirm an Opportunity. A request or message does not create a confirmed booking unless the Platform displays confirmation or both users otherwise agree. Users are responsible for confirming all material details directly, including date, start and end time, address, duties, compensation, contact person, access instructions, and required documents.

Changes and Cancellations

Users must promptly communicate changes, delays, cancellations, and no-shows through the available Platform tools and directly to the affected user when appropriate. Feature-specific cancellation rules, deadlines, fees, credit consequences, or account consequences presented at booking are incorporated into this Agreement. Ratio may record cancellations and no-shows, limit access, or suspend accounts to protect Platform reliability, but Ratio does not guarantee that a user will attend, perform, pay, or provide a replacement.

Off Platform Communications

Ratio permits users to communicate directly when the Platform makes contact information available. Ratio is not responsible for communications or agreements outside the Platform. Users should preserve records of material changes and must not use direct contact to violate this Agreement, misuse personal information, or evade an expressly disclosed payment obligation owed to Ratio.

Technical and Emergency Events

Notifications may be delayed, blocked, or misdirected because of device settings, connectivity, service providers, or technical failures. Users remain responsible for checking booking status and communicating directly. If an emergency, closure, illness, unsafe condition, or other event affects an Opportunity, the users must follow applicable law and their own safety and cancellation procedures.

10 Location Services

Some features may request access to location information to identify nearby Opportunities or Educators, calculate or display proximity, improve search results, support availability or booking functions, prevent fraud, or provide another purpose disclosed when permission is requested. Location access is optional unless the feature cannot function without it.

Your device and operating system control the permission level, which may include approximate or precise location and access while the app is in use. Ratio will request only the access used by the applicable feature. You may deny or revoke permission in device settings. Doing so may disable or reduce location-dependent features but will not, by itself, delete your account.

The information visible to another user may include a preferred work area, approximate area, distance, or other location-derived result, depending on your settings and the feature. Ratio will not disclose an Educator's precise real-time device location to an Organization User unless Ratio provides a specific notice and obtains any consent required by law. The Privacy Policy and the in-app permission notice describe the location data collected, purpose, sharing, and retention.

11 Calendar Integration

The Platform may allow you to connect a device or third-party calendar. Depending on the permission and feature you select, Ratio may read availability-related calendar information, create or update Ratio booking events, detect potential scheduling conflicts, synchronize availability, or send reminders. The permission request or integration screen will identify whether the feature reads calendar information, writes events, or both.

Calendar access is optional. You may deny, disconnect, or revoke it through the Platform, the calendar provider, or device settings. Doing so may disable synchronization or reminders but will not, by itself, delete your account. You are responsible for reviewing synchronized events and for avoiding disclosure of confidential calendar information. Third-party calendar services are governed by their own terms and privacy practices.

12 Resource Pools

Pool Participation

Ratio may provide restricted Resource Pools for an Organization, association, agency, workforce pathway, college, sponsor, or participating group. A Resource Pool may allow administrators, participating Organizations, and Educators to find, invite, view, communicate with, or book one another under pool-specific permissions.

Administration

A Resource Pool administrator may invite or remove participants, manage access, establish eligibility or participation rules, and view pool-related activity as disclosed in the feature or applicable written terms. The administrator is responsible for obtaining authority to submit participant information and for giving any required notices.

Visibility and Membership

Joining a Resource Pool does not automatically change an Educator's visibility outside the pool unless the feature clearly states otherwise or the Educator changes a setting. A user may belong to more than one Resource Pool if the Platform permits. Leaving or being removed from a pool ends future pool access but does not erase prior messages, bookings, records, or information another participant lawfully retained.

No Guarantee

Ratio does not guarantee pool membership, continued sponsorship, eligibility, participation, coverage, bookings, hiring, retention, or outcomes. Pool sponsors and participants remain responsible for screening, selection, payment, supervision, legal compliance, and their own agreements.

13 Purchases Credits Subscriptions and Refunds

Purchase Terms

Certain Platform features require payment, credits, a subscription, an organization plan, or a written order. The price, included features, billing period, credit use, expiration if any, renewal terms, cancellation process, and material restrictions will be displayed at purchase or stated in an order form. You authorize Ratio and its payment processor to charge the payment method you provide for the amounts disclosed, including applicable taxes.

Credits

Credits are limited Platform access rights, not money, stored value, property, or a bank account. They may be used only for the products or features identified when purchased. Unless the purchase terms say otherwise, credits are nontransferable and cannot be resold, exchanged for cash, or used after account termination for cause. Any expiration date or usage restriction will be disclosed at purchase.

Recurring Subscriptions

If you purchase a recurring subscription, the checkout screen or order form will disclose the renewal interval and recurring price. By completing the purchase, you authorize recurring charges until cancellation. You may cancel through the method disclosed at purchase or in account settings. Cancellation stops future renewal charges but does not ordinarily create a refund for the current billing period. Any price change will apply only after notice required by law.

Refunds

Except where required by law or expressly stated in the applicable purchase terms, purchases, subscriptions, and used or unused credits are final and nonrefundable. App-store purchases are also subject to the applicable app store's payment and refund rules. Ratio may issue a credit or refund at its discretion without creating an obligation to do so in another case.

Trials and Promotions

Trials, promotional pricing, or promotional credits may be limited by account, email address, Organization, payment method, device, time, or other eligibility criteria disclosed with the offer. Ratio may revoke a promotion obtained through fraud, duplicate enrollment, or violation of its terms.

Failed Payments and Chargebacks

You must maintain a valid payment method and promptly pay all amounts due. Ratio may suspend paid features or an account for failed or reversed payments. Before initiating a chargeback, contact Ratio so the parties can attempt to resolve the issue. An improper chargeback does not cancel a valid payment obligation.

Taxes

Prices may exclude sales, use, transaction, or similar taxes. You are responsible for taxes imposed on your purchase, other than taxes based on Ratio's net income. Users are separately responsible for taxes arising from compensation or services between users.

14 User Content and Privacy

Ownership

You retain ownership of your User Content, subject to rights held by another person or entity. You are responsible for your User Content and must have all rights, permissions, notices, and consents needed to provide it and allow Ratio to use it as described here.

Limited License

You grant Ratio a nonexclusive, worldwide, royalty-free license to host, store, reproduce, format, transmit, display, and otherwise use User Content only as reasonably necessary to operate, provide, secure, support, administer, and improve the Platform; fulfill transactions and user requests; enforce this Agreement; and comply with law. This license lasts while the content is needed for those purposes. It ends when the content is deleted from active systems, subject to reasonable backup cycles, legal retention, fraud prevention, dispute records, and information already shared at your direction.

Privacy Policy

Ratio's Privacy Policy explains how Ratio collects, uses, discloses, retains, and protects personal information, including profile, device, location, calendar, communication, transaction, and usage information. This Agreement does not replace the Privacy Policy or device-level permission prompts.

Content Removal

Ratio may remove or restrict User Content that violates this Agreement, infringes rights, creates legal or security risk, is misleading or obsolete, or may harm users or the Platform. Ratio is not obligated to monitor all User Content.

Feedback

If you voluntarily provide ideas or feedback about the Platform, you grant Ratio a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate that feedback without restriction or compensation. This provision does not transfer ownership of your profile, resume, credentials, calendar information, or other User Content merely because it is submitted through the Platform.

15 Acceptable Use

You may use the Platform only for lawful purposes and in accordance with this Agreement. You may not:

• violate law, licensing rules, professional obligations, workplace requirements, or another person's rights;
• submit false, misleading, defamatory, threatening, harassing, discriminatory, obscene, exploitative, or harmful content;
• scrape, crawl, harvest, copy, download in bulk, or create a database from Platform data except through a feature Ratio expressly provides for that purpose;
• sell, rent, disclose, or use another user's personal information outside the purpose for which Ratio made it available;
• impersonate another person or Organization, misstate authority, manipulate credentials or verification, or create deceptive accounts;
• interfere with Platform operation, security, access controls, or another user's use, including by malware, automated traffic, load testing, or unauthorized access;
• reverse engineer, decompile, disassemble, copy, modify, frame, mirror, or create derivative works from the Platform except to the limited extent a restriction is prohibited by law;
• use the Platform, Company Materials, or user data to build, train, market, or operate a competing database, marketplace, product, or service without Ratio's written permission;
• use automated decision tools or personal information in a manner that unlawfully discriminates or makes an unlawful employment decision; or
• encourage, assist, or attempt any prohibited conduct.

Ratio may investigate suspected violations, preserve evidence, cooperate with lawful requests, restrict features, remove content, or suspend or terminate accounts.

16 Ratio Intellectual Property

Ratio and its licensors own the Platform, software, databases, designs, interfaces, text, graphics, logos, trademarks, service marks, documentation, processes, and other materials Ratio provides, excluding User Content. Subject to this Agreement, Ratio grants you a limited, revocable, nonexclusive, nontransferable, and nonsublicensable license to access and use the Platform for its intended purpose on devices you own or control. No other right is granted.

You may not remove ownership notices or use Ratio's name, logo, or marks without written permission. Third-party names and marks belong to their respective owners.

17 Third Party Services and App Stores

The Platform may depend on app stores, device operating systems, mapping services, calendar providers, payment processors, communication providers, analytics tools, identity or background-check providers, or other third-party services. Their terms and privacy practices apply to their services. Ratio does not control and is not responsible for a third party's availability, decisions, content, security, or performance.

If you download an app through Apple App Store, Google Play, or another platform, you must comply with that platform's terms. The platform provider is not a party to this Agreement and is not responsible for the Ratio app, support, maintenance, warranties, or claims except as required by its terms or applicable law.

18 Disclaimers and Limitation of Liability

Platform Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM IS PROVIDED AS IS AND AS AVAILABLE. RATIO DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, SECURITY, AND RESULTS. RATIO DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL CODE.

User and Opportunity Disclaimer

RATIO DOES NOT GUARANTEE OR ACCEPT RESPONSIBILITY FOR A USER'S IDENTITY, QUALIFICATIONS, CREDENTIALS, BACKGROUND, CONDUCT, SAFETY, AVAILABILITY, PAYMENT, WORK, WORKPLACE, OPPORTUNITY, OR COMPLIANCE. RATIO IS NOT LIABLE FOR EMPLOYMENT OR ENGAGEMENT DECISIONS, MISCLASSIFICATION, WAGES, TAXES, BENEFITS, INJURIES, PROPERTY DAMAGE, CHILD CARE OR LICENSING COMPLIANCE, CANCELLATIONS, NO-SHOWS, OR DISPUTES BETWEEN USERS, EXCEPT TO THE EXTENT LIABILITY CANNOT BE EXCLUDED BY LAW.

Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RATIO AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, AND LICENSORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOST PROFITS, REVENUE, DATA, GOODWILL, OPPORTUNITIES, OR WORK; BUSINESS INTERRUPTION; OR THE COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF RATIO AND THE PARTIES LISTED ABOVE ARISING OUT OF OR RELATING TO THE PLATFORM OR THIS AGREEMENT WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS OR THE AMOUNT YOU PAID DIRECTLY TO RATIO FOR THE PLATFORM DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow certain exclusions or limitations. In those jurisdictions, the provisions above apply only to the extent permitted by law. Nothing in this Agreement excludes liability that cannot lawfully be excluded.

19 Indemnification

To the extent permitted by law, you will defend, indemnify, and hold harmless Ratio and its members, managers, officers, employees, contractors, agents, affiliates, and licensors from claims, liabilities, damages, losses, judgments, penalties, costs, and reasonable attorneys' fees arising out of or related to your User Content; your account or use of the Platform; your violation of this Agreement or law; your infringement or misuse of another person's rights or information; an Opportunity, workplace, employment, contractor, or services relationship involving you; your screening, hiring, supervision, classification, compensation, tax, licensing, safety, or regulatory obligations; or your fraud, negligence, or willful misconduct.

Ratio may control the defense of a covered claim with counsel of its choice, and you will reasonably cooperate. You may not settle a claim in a way that admits wrongdoing by or imposes an obligation on Ratio without Ratio's written consent. This section does not require a consumer to indemnify Ratio for Ratio's own unlawful conduct where such indemnification is prohibited.

20 Disputes and Governing Law

Informal Resolution

Before filing a claim, you and Ratio agree to send a written notice describing the dispute and requested resolution and to allow 30 days for a good-faith attempt to resolve it. Notices to Ratio must be sent to info@ratiostaffing.com with the subject Dispute Notice. This requirement does not prevent either party from seeking urgent injunctive relief or filing in small claims court when eligible.

Governing Law and Courts

California law governs this Agreement without regard to conflict-of-law rules. Unless applicable law requires otherwise, any court proceeding must be brought in the state or federal courts located in San Francisco County, California, and each party consents to their personal jurisdiction and venue.

Jury and Class Action Waiver

TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES A JURY TRIAL. EACH PARTY MAY BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN A PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION. IF A COURT FINDS PART OF THIS WAIVER UNENFORCEABLE FOR A PARTICULAR CLAIM OR REMEDY, THAT PART WILL BE SEVERED AND THE REMAINING PARTS WILL CONTINUE TO APPLY.

Nothing in this section restricts rights or remedies that cannot lawfully be waived. The time to bring a claim is the period provided by applicable law.

21 Suspension Termination and Account Deletion

Suspension or Termination by Ratio

Ratio may limit, suspend, or terminate access, remove content, or cancel a pending transaction if Ratio reasonably believes a user violated this Agreement, created legal or safety risk, misused data, failed to pay, engaged in fraud, threatened Platform integrity, or is no longer eligible. Ratio may also discontinue a feature or the Platform, subject to applicable law and written commitments.

Termination by You

You may stop using the Platform at any time. Uninstalling the app, hiding a profile, disabling a permission, or leaving an Organization or Resource Pool does not by itself delete the account, cancel a subscription, or erase records.

Account Deletion

You may initiate account deletion through the method provided in the app or on Ratio's website. Deletion may be delayed or limited where Ratio must retain information for completed or disputed transactions, fraud and security prevention, legal compliance, tax or accounting records, enforcement, or another lawful purpose. Deletion does not require another user to erase information that Ratio previously shared at your direction and that the other user lawfully retains. Ratio's Privacy Policy explains the deletion process and retention practices.

Effect of Termination

Termination ends the license to use the Platform. Payment obligations already incurred and provisions that by their nature should survive will remain in effect, including ownership, payment, data-use restrictions, disclaimers, liability limits, indemnification, disputes, and miscellaneous terms.

22 Changes to the Platform and Agreement

Ratio may modify, update, suspend, or discontinue Platform features. Device compatibility, operating-system versions, permissions, connectivity, and third-party services may affect availability.

Ratio may update this Agreement. Ratio will post the updated version and update the effective date. If a change materially reduces your rights or increases your obligations, Ratio will provide notice as required by law. Changes apply prospectively. Continued use after the effective date constitutes acceptance, except where law requires a different form of consent.

23 General Terms

Independent Parties

You and Ratio are independent contracting parties. Neither may bind the other. This provision does not change Section 6 or determine the legal relationship between an Educator and an Organization.

Assignment

You may not assign this Agreement or transfer your account without Ratio's written consent. Ratio may assign this Agreement in connection with a merger, financing, reorganization, sale of assets, change of control, or transfer of the Platform, subject to applicable law.

Waiver and Severability

Failure to enforce a provision is not a waiver. If a provision is invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will continue in effect.

Entire Agreement

This Agreement and the incorporated policies and terms are the entire agreement between you and Ratio concerning the Platform and replace prior or contemporaneous discussions on that subject. A purchase order or similar document issued by a user does not modify this Agreement unless Ratio signs a written amendment.

No Third Party Beneficiaries

Except for the parties protected by the disclaimers, liability limitations, and indemnification provisions, this Agreement creates no third-party beneficiary rights.

Headings and Interpretation

Headings are for convenience. Including means including without limitation. A reference to law includes amendments and successor provisions. If this Agreement is translated, the English version controls to the extent permitted by law.

Electronic Acceptance

Electronic records, signatures, and click-through acceptance have the same effect as paper records and handwritten signatures to the extent permitted by law. You may save or print this Agreement.

24 Contact Information

Questions, complaints, legal notices, or requests concerning the Platform or this Agreement may be sent to:

Ratio Staffing Substitute Teachers LLC
Email info@ratiostaffing.com
Website https://www.ratiostaffing.com