These Terms and Conditions are hereby fully incorporated into the License and Services Agreement to which this Exhibit is attached, together, collectively referred to as the “Agreement.”

1. Subject to the terms and conditions of this Agreement, and solely as permitted in this Agreement, Coursemojo hereby grants Client and those students designated by Client and confirmed by Coursemojo as authorized users (“Authorized Users”) a non-exclusive, non-transferable, non-sublicensable license during the Term to access, display, and use the Licensed Content, as may be amended from time to time in accordance with the provisions set forth herein (“License”). Client and Authorized Users may access, display, and use the Licensed Content only for their internal business purposes or personal use, and they shall not display the Licensed Content publicly, record the Licensed Content, or share the Licensed Content with any third party. Authorized Users must activate the Licenses within 90 calendar days of the License Activation Date [and such activation may take place via third party provider, such as Clever]. For the avoidance of doubt, the Licenses shall not be activated until Client pays Coursemojo in full for such Licenses.


2. Client and Authorized Users shall not: (i) use or display the Licensed Content other than as expressly permitted in this Agreement; (ii) record, reproduce, publicly display, or publicly perform the Licensed Content; (iii) remove or destroy any copyright notices, trademark notices or other proprietary markings included in or on the Licensed Content; (iv) modify or adapt the Licensed Content, merge the Licensed Content into other content, or create derivative works based on the Licensed Content; (v) provide any third party with access to the Licensed Content; (vi) access the Licensed Content except as expressly permitted in this Agreement; or (vii) transmit the Licensed Content through any medium including social media or electronic mail. Client shall be responsible for any unauthorized use or display of the Licensed Content or other breach of this Agreement by Client or Authorized Users.


3. Client acknowledges and agrees that, as between Coursemojo and Client, Coursemojo owns all right, title and interest in the Licensed Content. Nothing in this Agreement shall grant Client or anyone else any ownership rights in the Licensed Content. Client further acknowledges and agrees that Coursemojo, at its discretion, may modify the Licensed Content during the Term.


4. At its discretion, Coursemojo may arrange for the Licensed Content to be made available to Client and Authorized Users in a third-party hosted environment or integrated with third-party providers listed on https://coursemojo.com/subprocessors/. In that instance, Client, on behalf of itself and all Authorized Users, acknowledges the Licensed Content will be hosted by or integrated with a third party using third-party servers and other third-party equipment, hardware and software, and Client agrees, on behalf of itself and all Authorized Users, that Coursemojo shall have no liability in the event of any breach, malfunction, or failure of such third party servers, equipment, hardware or software, or in the event the Licensed Content is inaccessible or unavailable to Client or Authorized Users, or in the event the Licensed Content or use or display of the Licensed Content is interrupted, untimely, delayed or not error-free. Client, on behalf of itself and all Authorized Users, also acknowledges that Coursemojo has no control over the flow of data between Client, Authorized Users, and any third-party and Coursemojo shall have no responsibility or liability with respect thereto. If Coursemojo makes the Licensed Content available in a hosted environment, Client, on behalf of itself and all Authorized Users, acknowledges and agrees Client and Authorized Users are responsible for obtaining and maintaining all hardware, software, and services (e.g., telecommunications services, ISP accounts, etc.) required to access the Internet and the Licensed Content.

Services. Coursemojo shall provide to Client the following “Services,” as may be amended from time to time in accordance with the provisions set forth herein. Client will provide all necessary and reasonably requested information, direction, and cooperation to enable Coursemojo to provide the Services.

• Technology. Coursemojo will provide, and shall maintain a website to deliver the Coursemojo Technology for students, teachers, support coordinators, and other staff and to enable Coursemojo Technology communications, and such other functions as are mutually agreed to by the Parties.
• Data. Coursemojo shall gather and store ongoing data of Authorized Users and monitor and evaluate the effectiveness of the Coursemojo Technology (by collecting student outcome data and conducting student satisfaction surveys) to further overall development and improvement of Coursemojo Technology. Coursemojo shall ensure relevant and appropriate student data is uploaded and downloaded with appropriate data security measures in place.

For the License and Services to be provided hereunder, the payments shall be payable to Coursemojo by Client pursuant to the License and Services Agreement, as may be amended from time to time in accordance with the provisions set forth herein. The Payments do not include or otherwise cover any local, state, federal or foreign taxes, levies, or duties of any nature charged to Coursemojo in connection with the provision of the License and Services, excluding taxes based on Coursemojo’s net income (“Taxes”). Client is responsible for paying all Taxes. If Coursemojo has the legal obligation to pay or collect Taxes based on Client’s or Authorized Users’ use of the License or receipt of the Services, such amount may be invoiced to and will be paid by Client to Coursemojo unless Client provides Coursemojo with a valid tax exemption certificate authorized by the appropriate taxing authority.

Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party:

1. materially breaches this Agreement, and such material breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured 30 calendar days after the non-breaching Party provides the breaching Party with written notice of such breach; or
2. becomes insolvent or admits its inability to pay its debts generally as they become due; becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; is dissolved or liquidated or takes any corporate action for such purpose; makes a general assignment for the benefit of creditors; or has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

Upon expiration or termination of this Agreement for any reason, all rights and licenses granted to Client under this Agreement shall immediately terminate and Client and all Authorized Users shall immediately cease all access, use, or display of the Licensed Content and purge any copies of the Licensed Content. Client shall (i) ensure that Authorized Users purge any copies of the Licensed Content upon termination of this Agreement and (ii) prevent Authorized Users from accessing Licensed Content following termination of this Agreement. Any payments owed to Coursemojo, up to and including the effective date of such termination, shall be due and payable to Coursemojo within 30 calendar days of expiration or termination of this Agreement for any reason.

To the extent Client’s or an Authorized User’s access, display, or use of Licensed Content interfaces with software applications or other technology and applications provided by third parties, including without limitation any curriculum or content owned or licensed by Client (collectively, “Third Party Applications”), Client, on behalf of itself and all Authorized Users, agrees to maintain appropriate licenses or permissions from the owners or licensors of the Third Party Applications for Client and Authorized Users to use the Third Party Applications during the Term. Coursemojo does not provide any warranties, guaranties or indemnification regarding any Third Party Applications or any third parties or any of their products or services, whether or not such products or services are designated by Coursemojo or anyone else as “partner,” “certified,” “validated” or otherwise. Any exchange of data or other interaction between Client, an Authorized User and a third party, and any purchase or license by Client or an Authorized User of any product or service offered by a third party, is solely between Client or the applicable Authorized User and such third party.

All non-public, confidential or proprietary information of each Party (“Confidential Information”), including, but not limited to, information about its business affairs, products, software, application programming interfaces, user interfaces, predictive models, analytics and analytics reporting, intellectual property and trade secrets, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, lists, pricing, discounts, or rebates disclosed by one Party to the other, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, or otherwise learned by the recipient Party in connection with this Agreement, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with this Agreement is confidential, solely for use in connection with performing this Agreement and may not be disclosed or copied unless authorized by the disclosing Party in writing. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of a Party’s breach of this Agreement; (b) is obtained by the recipient Party on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; or (c) is established by documentary evidence to be in the possession of recipient Party prior to the disclosing Party’s disclosure hereunder. Upon the disclosing Party’s request, the recipient Party shall promptly return all documents and other materials received from the disclosing Party.

In providing the License and Services, Coursemojo hereby acts in the capacity of an independent contractor and not as an employee or agent of Client. Coursemojo shall control the conditions, time, details, and means by which Coursemojo provides the License and Services. Coursemojo has no authority to commit, act for or on behalf of Client, or to bind Client to any obligation or liability.

1. Notwithstanding any prohibition in any nondisclosure or confidentiality agreement signed by the Parties, each Party hereby grants to the other Party (a) a limited and non-exclusive, royalty-free license to use the granting Party’s names, logos, service marks or trademarks (collectively, the “Marks”), solely for the performance of each Party’s obligations under this Agreement, and (b) a license to use the granting Party’s name as a reference in the other Party’s marketing and other promotional materials, in each case solely for purposes of performing the other Party’s obligations and exercising the other Party’s rights under this Agreement; provided, however, that the other Party may not use any Mark(s) or otherwise reference the granting Party in any marketing, promotional or other materials, including on websites owned or operated by the other Party, until such uses and materials in whatever form will have been previously submitted to and approved in writing by the granting Party, which approval may be withheld by the granting Party for any reason in its sole discretion. The licenses granted by each Party in this Section 9 will terminate upon the termination of this Agreement or as otherwise expressly agreed to by the Parties in writing.
2. Upon each Party’s reasonable request, the other Party will promptly remove any and all use of the Party’s Marks or other references to the Party in any marketing, promotional or other materials.
3. Except as otherwise set forth herein, no rights or licenses with respect to any intellectual property are granted under this Agreement. Each Party will own and retain all right, title and interest in and to its names, logos and service marks, proprietary features and proprietary technology, trade secrets, patents, copyrights, trademarks, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, and all modifications thereto, and improvements and derivative works thereof, including, without limitation, rights in and to all applications and registrations relating to any of the foregoing and including, without limitation, any such rights in and to any information or content contributed by such Party to the other Party (collectively, its “Intellectual Property”). Notwithstanding anything in this Agreement to the contrary, in the event that one Party modifies, improves or creates derivative works of any of the other Party’s Intellectual Property, it shall assign, and does hereby assign, all right, title and interest in and to such modifications, improvements and derivative works to the other Party (i.e., the owner of the Intellectual Property).

The Parties agree to materially comply with all applicable international, federal, state and local laws, rules, regulations and ordinances. In particular and without limitation, Coursemojo and Client also agree to comply with all applicable regulatory, privacy, data protection, anti-bribery, anti-boycott, anti-terrorism, and export control laws and regulations, and not to discriminate against any employee, applicant, or enrolled student because of any basis protected by law. Each Party has and shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement.

Client shall provide Coursemojo with legally compliant consent for the use in providing the Services of any personal information relating to an Authorized User. This requirement includes loco parentis consent compliant with the Children’s Online Privacy Protection Act of 1998 (“COPPA”) and any other applicable privacy law for any Authorized User under the age of thirteen (13). Personal information relating to Authorized Users under the age of thirteen will be processed by Coursemojo consistent with Coursemojo’s COPPA Policy, a current version of which is attached as Exhibit B herein and which is incorporated as part of this Agreement. 

1. Coursemojo and Client each represent and warrant it has the power and authority to enter into this Agreement and perform their obligations under this Agreement. Client represents and warrants it has the right and authority to provide Coursemojo with the names and email addresses of the Authorized Users, and that the Authorized Users have expressly consented to Client providing their names and email addresses to Coursemojo. Client represents and warrants that it owns or licenses the curriculum or content provided to Coursemojo in connection with the provision of the License and Services.


2. Subject to the terms and conditions set forth in this Section 11, each Party (as “Indemnifying Party”) shall indemnify, hold harmless, and defend the other Party and its officers, directors, affiliates, agents, students, and representatives (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including professional fees and attorneys’ fees, that are awarded against Indemnified Party in a final non-appealable judgment or proceeding (collectively, “Losses”), arising out of:
   • material breach or non-fulfillment of any representation, warrant, or covenant contained in this Agreement by Indemnifying Party or its personnel;
   • any negligent or more culpable act or omission of Indemnifying Party or its personnel (including any reckless or willful misconduct) in connection with the performance of its obligations under this Agreement; or
   • any failure by Indemnifying Party to comply in all material respects with any applicable federal, state, or local laws, regulations, or codes in the performance of its obligations under this Agreement.

COURSEMOJO PROVIDES THE LICENSED CONTENT “AS-IS.” COURSEMOJO MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE LICENSED CONTENT OR SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND COURSEMOJO SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS, NON-INFRINGEMENT OR OTHERWISE.

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF OR UNAUTHORIZED ACCESS TO INFORMATION AND THE LIKE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, EACH PARTY’S AGGREGATE MAXIMUM LIABILITY ARISING FROM OR IN ANY WAY RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) SHALL NOT EXCEED THE PAYMENTS ACTUALLY PAID TO COURSEMOJO DURING THE 12 MONTHS PRECEDING THE DATE OF THE EVENT THAT IS THE BASIS OF THE CLAIM. THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT FOR ANY REASON. The foregoing limitations shall not apply to any damages arising out of or in connection with one Party’s infringement of the other Party’s intellectual property rights.

With respect to any activity conducted under this Agreement or any subsequently executed amendment hereto, each Party will maintain, at its own cost and expense, adequate and customary required levels (as appropriate and standard) of cyber liability coverage, general public liability insurance, worker’s compensation insurance, and property damage to cover each Party’s indemnity obligations under this Agreement. Evidence of such insurance shall be provided to the other Party upon request.

Client acknowledges and agrees the Licensed Content contains the copyrighted material of Coursemojo, the unauthorized use, display or disclosure of which would irreparably harm Coursemojo. Accordingly, Client agrees that in the event of an actual or threatened unauthorized use, display or disclosure of all or a portion of the Licensed Content by Client or an Authorized User, Coursemojo shall be entitled to and should receive expedited injunctive relief from a court of competent jurisdiction enjoining such unauthorized use, display or disclosure without Coursemojo having to prove irreparable harm or post a bond. Further, Client acknowledges that money damages may not be a sufficient remedy for any breach or threatened breach of Sections 1 or 7 by the Client or its representatives. Therefore, in addition to all other remedies available at law (which Coursemojo does not waive by the exercise of any rights hereunder), Coursemojo shall be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any such breach or threatened breach, and Client hereby waives any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such claim. In the event that Coursemojo institutes any legal suit, action, or proceeding against the other Party arising out of or relating to this Section 16, Coursemojo shall be entitled to receive in addition to all other damages to which it may be entitled, the costs incurred by Coursemojo in conducting the suit, action, or proceeding, including attorneys’ fees and expenses and court costs.

1. 1. Each Party agrees that during the Term and for a period of one year after the expiration or earlier termination of the Term, without obtaining the prior written consent of the other Party, neither such Party nor any of its affiliates or Representatives (each, a “Restricted Person”) shall directly or indirectly, for itself or on behalf of another person or entity solicit for employment or otherwise induce, influence, or encourage to terminate employment with the other Party or any of its affiliates or subsidiaries, or employ or engage as an independent contractor, any current or former employee of the other Party (each, a “Covered Employee”), except (i) pursuant to a general solicitation through the media or by a search firm, in either case, that is not directed specifically to any employees of the other Party, unless such solicitation is undertaken as a means to circumvent the restrictions contained in or conceal a violation of this Section 17.1, or (ii) if the other Party terminated the employment of such Covered Employee before the Restricted Person having solicited or otherwise contacted such Covered Employee or discussed the employment or other engagement of the Covered Employee.

1. The Parties agree that the duration, scope, and geographical area of the restrictions contained in this Section 17 are reasonable. Upon a determination that any term or provision of this Section 17 is invalid, illegal, or unenforceable, the court may modify this Section 17 to substitute the maximum duration, scope, or geographical area legally permissible under such circumstances to the greatest extent possible to effect the restrictions originally contemplated by the Parties hereto.

1. Further Assurances. Each of the Parties hereto shall use commercially reasonable efforts to, from time to time upon request, furnish the other Party such further information or assurances, execute and deliver such additional documents, instruments, and conveyances, and take such other actions and do such other things, as may be reasonably necessary to carry out the provisions of this Agreement and give effect to the transactions contemplated hereby. 
2. Notices. Each Party shall deliver all communications in writing either in person, by certified or registered mail, return receipt requested and postage prepaid, by facsimile or email (with confirmation of transmission), or by recognized overnight courier service, and addressed to the other Party at the addresses set forth on the signature pages hereto (or to such other address that the receiving Party may designate from time to time in accordance with this section).
3. Governing Law. This Agreement is made and shall be construed in accordance with the internal laws of the State of Delaware (irrespective of its choice of law principles). Subject to Section 18.d of this Agreement, each of the Parties submits to the exclusive jurisdiction and venue of the courts sitting in the State of Delaware, in any action or proceeding arising out of or relating to this Agreement.
4. Dispute Resolution. The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiations between representatives with authority to settle the dispute. If the dispute has not been resolved within 30 calendar days of a Party’s request for negotiation, either Party may submit the dispute to non-binding mediation in Wilmington, Delaware, and the Parties shall cooperate in the mediation process and pay their own costs and legal expenses in connection therewith. If the dispute has not been resolved within 60 calendar days of submitting it to mediation, either Party may institute a court action in the State of Delaware to resolve the dispute. No Party may institute a court action on a dispute without first attempting to resolve the dispute in accordance with the dispute resolution process in this Section 18.d, except that the Parties acknowledge and agree the dispute resolution process in this Section 18.4 shall not apply to disputes related to Client’s alleged breach of Section 1 or 7 of this Agreement, and that Coursemojo may institute court action with respect to such disputes without first undergoing the dispute resolution process in this Section 18.4.
5. Integration. This Agreement (including this Exhibit, Terms and Conditions) contains the entire understanding of the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous written or oral understandings, agreements, representations, and warranties with respect to such subject matter. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction.
6. Amendment; Assignment. The Parties may not amend this Agreement except by written instrument signed by the Parties. Client may not assign this Agreement without Coursemojo’s prior written consent. Coursemojo may assign this Agreement without Client’s consent.
7. Force Majeure. Neither Party to this Agreement shall be liable for non-performance of any obligation under this Agreement if such non-performance is caused by a Force Majeure event. “Force Majeure” means an unforeseeable cause beyond the control of and without the negligence of the Party claiming Force Majeure, including, but not limited to, fire, flood, severe weather, acts of God, labor strikes, interruption of utility services, war, acts of terrorism, acts of government, pandemics, and other unforeseeable accidents.
8. Waiver. No waiver of any right, remedy, power, or privilege under this Agreement (“Right(s)”) is effective unless contained in a writing signed by the Party charged with such waiver. No failure to exercise, or delay in exercising, any Right operates as a waiver thereof. No single or partial exercise of any Right precludes any other or further exercise thereof or the exercise of any other Right.
9. Cumulative Rights. The Rights under this Agreement are cumulative and are in addition to any other rights and remedies available at law or in equity or otherwise.
10. Publicity and Trademark License: Coursemojo may use Client’s trademarks, service marks and logos in press releases, advertising and promotional materials to indicate that Client is a licensee of Coursemojo. Client hereby grants Coursemojo a non-exclusive, non-transferable, royalty-free license during the Term to use Client’s trademarks, service marks and logos in press releases, advertising and promotional materials. All such use of Client’s trademarks, service marks and logos shall be in accordance with any reasonable trademark use guidelines communicated to Coursemojo by Client, and all such use shall inure to Client’s benefit. Client represents and warrants it has the right to grant the trademark licenses granted in this Section 18.10, and Client agrees to indemnify, defend and hold Coursemojo harmless from any claims, demands, causes of action, costs and expenses (including reasonable attorneys’ fees and expert witness fees) arising out of or relating to any allegation that Client’s trademarks, service marks or logos infringe or otherwise violate any third party’s trademark, copyright, right of publicity or other intellectual property or proprietary right.
11. Successors and Assigns; Third Party Beneficiaries. This Agreement is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns. Except for the Parties, their successors and permitted assigns, there are no third-party beneficiaries under this Agreement.
12. Survival. Sections 4, 5, 6, 7, 8, 13 through 18 inclusive of this Agreement, the Services and Payment sections of this Agreement, as well as any other provision that, in order to give proper effect to its intent, should survive the expiration or termination of this Agreement, will survive such expiration or termination for the period specified therein, or if nothing is specified for a period of 12 months after such expiration or termination.
13. Counterparts; Headings. This Agreement may be executed in counterparts. The Headings in this Agreement are for convenience only and shall not affect its interpretation.
14. Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated.
15. Public Announcements. Unless otherwise required by applicable law, no Party to this Agreement shall make any public announcements in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned, or delayed), and the Parties shall cooperate as to the timing and contents of any such announcement.
16. Entire Agreement. This Agreement, together with all related exhibits and schedules, constitutes the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.