PRO EDU Founders Group License Agreement

PRO EDU FOUNDERS GROUP LICENSE AGREEMENT

IMPORTANT! READ CAREFULLY: This End-User License and Service Agreement ("Agreement") is a legal agreement between RGG EDU, Inc. ("PRO EDU") and you (either an individual or a single entity) as a user, for the use of the PRO EDU content products, which includes video tutorials and may include associated media, printed materials, and "online" or electronic documentation (the "Tutorials") and the access to the PRO EDU catalog of online education materials (the "Service"). YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY REGISTERING OR USING THE PRO EDU Tutorials AND/OR ACCESSING THE SERVICE. IF YOU DO NOT AGREE, DO NOT REGISTER OR USE THE Tutorials OR ACCESS THE SERVICE.

PRO EDU is only willing to grant you the rights and licenses contained in this Agreement if you obtained the Tutorials through PRO EDU or a PRO EDU authorized distributor or reseller. If you obtained the Tutorials from any other source you may not install or use the Tutorials or access the Service.

1. Ownership. The Tutorials is proprietary to PRO EDU. The Tutorials is licensed, not sold, to you notwithstanding any reference herein to "purchases". You acknowledge and agree that: (a) the Tutorials is protected under U.S. copyright and other laws; (b) PRO EDU and its licensors retain all copyrights and other intellectual property rights in the Tutorials; (c) there are no implied licenses under this Agreement, and any rights not expressly granted to you hereunder are reserved by PRO EDU; (d) you acquire no ownership or other interest (other than your license rights) in or to the Tutorials; and (e) PRO EDU owns all copies of the Tutorials, however made. You agree that you will not, at any time, contest anywhere in the world PRO EDU's ownership of the Tutorials, nor will you challenge the validity of PRO EDU's rights in the Tutorials. You have no rights hereunder to use any trademark or service mark belonging to PRO EDU.

2. Grant of License and Scope of Use. Subject to all the terms and conditions of this Agreement, and in consideration of your payment of a one-time license fee to PRO EDU, PRO EDU hereby grants to you a limited, nonexclusive, non-sublicensable, perpetual license to install, use, access and display the Tutorials, subject to termination as provided in this Agreement. This Agreement defines your rights to the Tutorials during the license term. The timeframe of the "Lifetime" license is for the length of life of the purchaser from the date of purchase or for the duration that PRO EDU makes the service available. PRO EDU makes no warranties or guarantees on the duration or operation of the service and in the event of a shutdown of the service, the license is not refundable.

3. Service and Restrictions. For the sole purpose of using the Tutorials, you are granted a limited non-exclusive, non-sublicensable, perpetual and royalty-free license to access the Service, subject to termination as provided in this Agreement. You may not take any action which imposes an unreasonable or disproportionately large load on our infrastructure. You may not disclose or share your password with any third parties or use your password for any unauthorized purpose. The functionality of the Service depends, among other things, on the availability of internet connectivity, net congestion and other factors. You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the

Service or any transaction conducted on our site. PRO EDU makes no warranties or guarantees as to the availability or reliability of the Service or the information provided to you or to any other user nor makes any commitment to provide you an on-going operational Service.

4. Registration and Privacy. You must register with PRO EDU as a condition to your rights to use the Tutorials and access the Service. You will be prompted to register prior to first use of the Tutorials and prior to any access of the Service, at which time you will be asked to submit your personal information to PRO EDU. The types of personal

information collected by PRO EDU may include, if applicable: name, address, email address, company name, company contact name and title, company address, company contact email address, company telephone and facsimile number, company website URL, service contract number, service level, purchase order number or sales order number, and payment details. PRO EDU will primarily use your personal information to provide you access to the Service and Tutorials functionality (such as using your email address to send you passwords required to access and use the Tutorials). PRO EDU may also occasionally use your personal information, such as your email address, to send you other communications, important Tutorials information and updates. PRO EDU engages other companies and individuals ("agents") to perform functions on its behalf, such as payment processing, order fulfillment, marketing assistance and customer service. PRO EDU may share your personal information with such agents in order to perform these and other functions, but, unless PRO EDU informs you otherwise, such agents may not use your personal information for other purposes. For more information concerning PRO EDU's privacy procedures, please read the PRO EDU privacy policy on PRO EDU's web site (http:// www.PROEDU.com/privacy).

5. Limitations. You may not: (a) modify, adapt, alter, translate, or create derivative works of the Tutorials or Service or merge the Tutorials or Service with other software other than as described in the Tutorials's accompanying documentation or as approved of in writing by PRO EDU; (b) lease, rent or loan the Tutorials or Service to any third party; (c) sublicense, distribute or otherwise transfer the Tutorials or Service or any component thereof to any third party; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Tutorials or Service; (e) remove, alter, or obscure any confidentiality or proprietary notices (including copyright and trademark notices) of PRO EDU and or its licensors on the Tutorials or Service; (f) allow third parties to access or use the Tutorials or Service such as in a time-sharing arrangement or operate the Tutorials or Service as part of a

service bureau or, otherwise for the use or benefit of third parties; (g) reproduce or use the Tutorials or Service except as expressly authorized hereunder; or (h) disclose or publish performance benchmark results for the Tutorials or Service. The rights granted under this Agreement apply only to this Tutorials. You must procure a separate license to use other PRO EDU software.

6. Protection of Your Computer. You understand that the PRO EDU Tutorials will use commercially reasonable efforts to protect the privacy and integrity of your computer resources. However, you acknowledge and agree that PRO EDU cannot give any warranties in this respect.

7. Links to Third Party Sites. You may link to third party sites through the use of the Tutorials and Service. The third party sites are not under the control of PRO EDU, and PRO EDU is not responsible for the contents of any third party sites, any links contained in third party sites, or any changes or updates to third party sites.

8. Services; Updates; Tutorials Changes. PRO EDU is not required under this Agreement to provide any installation, training or other support services to you. Such services, if available, may be available, may become available, or may be purchased separately. If, pursuant to a separate support agreement or otherwise, PRO EDU provides you with an update, upgrade or other modification to the Tutorials, such modification will be deemed part of the Tutorials, and subject to the terms of this Agreement, unless the modification is expressly provided subject to a separate license agreement. PRO EDU reserves the right at any time not to release or to discontinue release of any Tutorials and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of any future releases of the Tutorials. Support will be handled through PRO EDU’s software support site at http://www.PROEDU.com/support.

9. Limited Warranty. PRO EDU warrants to you, the original purchaser and to no other party, that any physical media included with the

Tutorials, as and when provided to you, will be free of physical defects in materials and workmanship for a period of ninety (90) days. Your exclusive remedy and PRO EDU's sole liability for breach of this warranty is that PRO EDU will replace any defective media returned to PRO EDU within the ninety (90) day warranty period. This warranty does not apply to damages resulting from misuse, abuse or neglect. Any replacement media will be warranted as above for the remainder of the original warranty period or twenty (20) days from the date we ship it to you, whichever is longer.

10. Warranty Disclaimer. EXCEPT FOR THE FOREGOING EXPRESS LIMITED WARRANTY, THE TUTORIALS AND THE SERVICE ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. PRO EDU AND ITS LICENSORS HEREBY EXCLUDE AND DISCLAIM ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON- INFRINGMENT, TITLE, RESULTS, EFFORTS, OR QUIET ENJOYMENT. THERE IS NO WARRANTY THAT THE Tutorials OR THE SERVICE WILL FUNCTION WITHOUT LOSS OR ALTERATION OF DATA. THERE IS NO WARRANTY THAT THE Tutorials OR THE SERVICE WILL BE ERROR-FREE OR WILL FUNCTION WITHOUT INTERRUPTION. TO THE EXTENT THAT PRO EDU MAY NOT DISCLAIM ANY WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

11. Confidentiality. The Tutorials, the Service, and the terms of this Agreement contain confidential information of PRO EDU. You agree to hold this information in confidence, not disclose it to any person, and not use it for any purpose other than the use and operation of the Tutorials as permitted under this Agreement. These restrictions do not apply to any information which is or becomes (through no fault of yours) publicly

available. If you are required by law or order of a court or other government authority to disclose PRO EDU's confidential information, then you will immediately notify PRO EDU as soon as possible, but in any event prior to the disclosure, and will cooperate with PRO EDU, at its expense and request, in any lawful action to contest or limit the scope of such required disclosure.

12. LIMITATION OF LIABILITY. IN NO EVENT WILL PRO EDU AND ITS LICENSORS BE LIABLE TO ANY PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ANY LOSS OF PROFIT, REVENUE, BUSINESS OPPORTUNITY OR DATA, ARISING FROM OR RELATING TO THIS LICENSE OR THE Tutorials OR THE SERVICE, WHETHER IN CONTRACT, IN TORT OR OTHERWISE, EVEN IF PRO EDU AND ITS LICENSORS KNEW, SHOULD HAVE KNOWN OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PRO EDU'S AND ITS LICENSORS' TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT OR THE Tutorials, WHETHER IN CONTRACT, IN TORT OR OTHERWISE, WILL NOT EXCEED THE FEES ACTUALLY PAID BY YOU UNDER THIS LICENSE. THIS SECTION 12 WILL APPLY EVEN IF AN EXCLUSIVE REMEDY HEREUNDER HAS FAILED OF ITS ESSENTIAL PURPOSE.

13. Termination. Without prejudice to any other rights, PRO EDU may cancel this Agreement if you do not abide by the terms and conditions of this Agreement, in which case you must discontinue access of the Service.

14. Export Restrictions. You acknowledge that the Tutorials is of U.S. origin and subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Tutorials, including the U.S. Export Administration Regulations, as well as end-

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user, end-use, and destination restrictions issued by U.S. and other governments.

15. Restricted Rights Legend. Any software which is provided for or on behalf of the United States of America, its agencies and/or instrumentalities ("U.S. Government"), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is PRO EDUFast, Inc.

16. Canadian Transactions. If you are subject to Canadian law, you agree to the following:

The parties hereto have expressly required that the present License and its Exhibits be drawn up in the English language. / Les parties aux presentes ont expressement exige que la presente Convention et ses Annexes soient redigees en langue anglaise.

17. Governing Law; Venue and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the United States and the State of California, without giving effect to any conflicts or choice of laws principles that would require the application of the laws of a different jurisdiction. The parties expressly exclude the application of the 1980 United Nations Convention on the International Sale of Goods (if applicable). Subject only to the provisions of Section 19, any legal action, suit or proceeding arising out of or relating to this Agreement must be instituted exclusively in a court of competent jurisdiction, federal or state, located within the State of California, and in no other venue. Each party further irrevocably consents to personal jurisdiction and venue in, and agrees to service of process issued or authorized by, any such court.

18. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable for any reason, then such provision will be enforced to the maximum extent permissible and the remainder of the provisions of this Agreement will remain in full force and effect.

19. Equitable Relief. The parties acknowledge and agree that it is impossible to measure in money the damages that will accrue to PRO EDU by reason of your breach of this Agreement and that such a breach will cause irreparable harm to PRO EDU. In addition to any other right or remedy available at law or in equity PRO EDU will be entitled to specific performance or injunctive relief to enforce or prevent any breach of confidentiality or any breach of any license granted hereunder without posting a bond or other security, and may apply to any court of competent jurisdiction for such relief notwithstanding the provisions of Section 17.

20. Attorneys' Fees. In any action, suit or proceeding arising out of or relating to this Agreement, PRO EDU, if it is the prevailing party, will be entitled to recover from you its reasonable attorneys' fees and expenses in addition to any other relief that may be awarded.

21. Assignment. You may not assign this Agreement or assign any of your rights or delegate any of your obligations under this Agreement, by operation of law or otherwise (including by merger, sale of assets, change of voting control or consolidation), without PRO EDU's prior written consent, which may be granted, conditioned or withheld in PRO EDU's sole discretion. Any attempted assignment by you in violation of this Section 21 will be void and will constitute a material breach of this Agreement. Notwithstanding the foregoing, PRO EDU may assign this Agreement at any time in its sole discretion. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns.

22. Waiver and Modifications. All waivers must be in writing. Any waiver or failure to enforce a provision of this Agreement on one

occasion shall not be deemed a waiver of any other provision or such provision on any other occasion. This Agreement may only be amended by a written document signed by both parties.

23. Entire Agreement. This Agreement constitutes the entire, final and exclusive agreement between you and PRO EDU regarding the specific license transaction described herein. No prior agreements, understandings, statements, proposals or representations, written or oral, apply. No written or oral statement, advertisement or Tutorials description not expressly contained in this Agreement can be used to alter or supplement its terms. You may not rely on any representations or statements not contained in this Agreement. Headings in this Agreement are for reference only and have no effect on any provision's meaning.

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