THIS CURRICULUM SERVICES AGREEMENT GOVERNS CUSTOMER’S ACQUISITION AND USE OF STEM FOR KIDS (SFK) SERVICES. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.

IF CUSTOMER REGISTERS FOR A FREE TRIAL OF SFK SERVICES OR FOR FREE SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL OR THOSE FREE SERVICES.

BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING A CURRICULUM AGREEMENT THAT REFERENCES THIS AGREEMENT, (3) PAYING FOR A SERVICE THAT REFERENCES THIS AGREEMENT, (4) USING ANY SERVICE OR RESOURCE THAT REFERENCES THIS AGREEMENT, OR (5) USING ANY FREE RESOURCE OR FREE SERVICES, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

The Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

SFK’s direct competitors are prohibited from accessing the Services, except with SFK’s prior written consent.

This Agreement was last updated on January 23, 2026. It is effective between Customer and SFK as of the date of Customer’s accepting this Agreement.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Agreement” means this Curriculum Services Agreement.

“Beta Services” means SFK services or functionality that may be made available to Customer to try at its option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.

“Third Party Content” means information obtained by SFK from publicly available sources or its third party content providers and referenced to or made available to Customer through the Services, Beta Services or pursuant to a Curriculum Agreement.

“Content” means any curriculum and business-related content (including but not limited to lessons, delivery plan, activity details, materials list, videos, pictures, resources, checklists, process documents) that is made available to you as part of Services, excluding Third Party Content.

“Customer” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Curriculum Agreements.

“Customer Data” means electronic data and information submitted by or for Customer to the Services, excluding submissions to any Non-SFK Applications.

“Documentation” means the STEM For Kids Website Services Terms of Use as updated from time to time and any applicable guides and policies for the offered curriculum services, as updated from time to time.

“Free Services” means Services that SFK makes available to Customer free of charge. Free Services exclude Services offered as a free trial and Purchased Services.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Non-SFK Application” means a Web-based, mobile, offline or other application, or tool that is referenced by the Service, that is provided by Customer or a third party.

“Curriculum Agreement” means an ordering document, proposal, statement of work (SOW), invoice or online order specifying the Services to be provided hereunder that is entered into between Customer and SFK or any of their Affiliates, including any addenda and supplements thereto. By entering into a Curriculum Agreement hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

“Professional Services” means work performed by SFK, its Affiliates, or its or their respective permitted subcontractors under a Curriculum Agreement, including the provision of any deliverables specified relating to professional development, on-site or virtual curriculum training for instructors, on-site support for children’s classes and other consulting services.

“Purchased Services” means Services that Customer or Customer’s Affiliate purchases under a Curriculum Agreement or online purchasing portal, as distinguished from Free Services or those provided pursuant to a free trial.

“Services” means the products, services and Content that are ordered by Customer under a Curriculum Agreement or online purchasing portal, or provided to Customer free of charge (as applicable) or under a free trial, and made available online by SFK, including associated SFK offline or mobile components. “Services” exclude Non-SFK Applications.

“SFK” means STEM For Kids, LLC, or Singhaam Inc. or their affiliates.

“User” means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by Customer to use a Service, for whom Customer has purchased a subscription (or in the case of any Services provided by SFK without charge, for whom a Service has been provisioned), and to whom Customer (or, when applicable, SFK at Customer’s request) has supplied a user identification and password (for Services utilizing authentication). Users may include, for example, employees, consultants, contractors and agents of Customer, and third parties with which Customer transacts business.

SFK will (a) make the Services available to Customer pursuant to this Agreement, and the applicable Curriculum Agreements, (b) provide applicable SFK basic support for the Purchased Services to Customer at no additional charge, and/or upgraded support if purchased, (c) use commercially reasonable efforts to make the online Purchased Services available, except for: (i) planned downtime, and (ii) any unavailability caused by circumstances beyond SFK’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, Non-SFK Application, or denial of service attack, and (d) provide the Services in accordance with laws and government regulations applicable to SFK’s provision of its Services to its customers generally (i.e., without regard for Customer’s particular use of the Services), and subject to Customer’s use of the Services in accordance with this Agreement, the Documentation and the applicable Curriculum Agreement.

If Customer registers on SFK’s or an Affiliate’s website for a free trial, SFK will make the applicable Service(s) available to Customer on a trial basis free of charge until the earlier of (a) the end of the free trial period for which Customer registered to use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered by Customer for such Service(s), or (c) termination by SFK in its sole discretion. Additional trial terms and conditions may apply. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

Use of Free Services is subject to the terms and conditions of this Agreement. In the event of a conflict between this section and any other portion of this Agreement, this section shall control. Free Services are provided to Customer without charge up to certain limits as described in the Documentation. Usage over these limits requires Customer’s purchase of additional resources or services. Customer agrees that SFK, in its sole discretion and for any or no reason, may terminate Customer’s access to the Free Services or any part thereof. Customer agrees that any termination of Customer’s access to the Free Services may be without prior notice, and Customer agrees that SFK will not be liable to Customer or any third party for such termination.

Unless otherwise provided in the applicable Curriculum Agreement, (a) Purchased Services are purchased as subscriptions for the term stated in the applicable Curriculum Agreement or in the applicable online purchasing portal, (b) subscriptions for Purchased Services may be added during a subscription term at the then current subscription pricing, and (c) any added subscriptions will terminate on the date per the applicable Curriculum Agreement. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by SFK regarding future functionality or features.

Services are subject to usage limits specified in Curriculum Agreements and Documentation. If Customer exceeds a contractual usage limit, SFK may work with Customer to seek to reduce Customer’s usage so that it conforms to that limit. If, notwithstanding SFK’s efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute a Curriculum Agreement for additional quantities of the applicable Services or Content promptly upon SFK’s request, and/or pay any invoice for excess usage in accordance with the “Invoicing and Payment” section below.

Customer will (a) be responsible for Users’ compliance with this Agreement, Documentation and Curriculum Agreements, (b) issue payments on time, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify SFK promptly of any such unauthorized access or use, (d) use Services and Content only for educational purposes in accordance with this Agreement, Documentation, the Terms of Use of STEM For Kids Website Services at https://teach4d.stemforkids.net/terms-of-use, Curriculum Agreements and applicable laws and government regulations, and (e) comply with terms of service of any Non-SFK Applications with which Customer uses Services or Content. Any use of the Services in breach of the foregoing by Customer or Users that in SFK’s judgment threatens the security, integrity or availability of SFK’s services, may result in SFK’s immediate suspension of the Services, however SFK will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.

Customer will not (a) make any Service or Content available to anyone, including but not limited to others in the same company, school, college or other organization, whether or not for a charge or other consideration, including but not limited to use in or with “course packets” or with locations or classes or students which are not included as part of the Service, or use any Service or Content for the benefit of anyone other than Customer, unless expressly stated otherwise in a Curriculum Agreement or the Documentation, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, or post any Service or Content material or answers to any homework or test questions provided by the Service to newsgroups, mail lists, electronic bulletin boards, homework sites, content aggregators, file storage services or any other on-line destination, (c) use a Service or Non-SFK Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service or Non-SFK Application to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Services or Content in a way that circumvents a contractual usage limit, or use any Services to access or use any of SFK intellectual property except as permitted under this Agreement, a Curriculum Agreement, or the Documentation, (h) modify, copy, or create derivative works based on a Service or Content or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in a Curriculum Agreement or the Documentation, (j) frame or mirror any part of any Service or Content, or reproduce any illustrations, charts, photographs, outlines, extensive text excerpts, chapters, or e-books included in the Service and Content for any use outside of the class with which the Service is being used, (k) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or Content or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent.

If Customer receives notice that Content or a Non-SFK Application must be removed, modified and/or disabled to avoid violating applicable law, third-party rights, or the Acceptable Use and External Facing Services Policy, Customer will promptly do so. If Customer does not take required action in accordance with the above, or if in SFK’s judgment continued violation is likely to reoccur, SFK may disable the applicable Content, Service and/or Non-SFK Application. If requested by SFK, Customer shall confirm such deletion and discontinuance of use in writing and SFK shall be authorized to provide a copy of such confirmation to any such third party claimant or governmental authority, as applicable. In addition, if SFK is required by any third party rights holder to remove Content, or receives information that Content provided to Customer may violate applicable law or third-party rights, SFK may discontinue Customer’s access to Content through the Services.

SFK may reference third-party products or services. Any acquisition by Customer of such products or services, and any exchange of data between Customer and any Non-SFK provider, product or service is solely between Customer and the applicable Non-SFK provider. SFK does not warrant or support Non-SFK Applications or other Non-SFK products or services, whether or not they are designated by SFK as “certified” or otherwise, unless expressly provided otherwise in a Curriculum Agreement. SFK is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Non-SFK Application or its provider.

Purchases of Professional Services do not convey any right to use online Services. Any use of online Services by Customer will be governed by a separate agreement. Customer agrees that its purchase of Professional Services is not contingent on the delivery of any future online Service functionality or features, other than deliverables, subject to the terms of the applicable Curriculum Agreement, or on any oral or written public comments by SFK regarding future online Service functionality or features.

Customer will cooperate reasonably and in good faith with SFK in its performance of Professional Services by, without limitation: (a) allocating sufficient resources and timely performing any tasks reasonably necessary to enable SFK to perform its obligations under each Curriculum Agreement; (b) timely delivering any Customer deliverables and other obligations required under each Curriculum Agreement; (c) timely responding to SFK’s inquiries related to the Professional Services; (d) assigning an internal project manager for each Curriculum Agreement to serve as a primary point of contact for SFK; (e) actively participating in scheduled project meetings; (f) providing, in a timely manner and at no charge to SFK, access to appropriate and knowledgeable employees and agents of Customer, and applicable information, and coordination of onsite, online and telephonic meetings all as reasonably required by SFK; and (g) complete, accurate and timely information, data and feedback all as reasonably required.

Any delays in the performance of Professional Services or delivery of deliverables caused by Customer may result in additional applicable charges for resource time.

SFK may, in its reasonable discretion, use subcontractors inside or outside the United States to perform any of its obligations hereunder. SFK will be responsible for the performance of Professional Services by its personnel (including employees and contractors) and their compliance with SFK’s obligations under this Agreement, except as otherwise specified herein.

* Customer will pay all fees specified in Curriculum Agreements. Except as otherwise specified herein or in a Curriculum Agreement, (i) fees are based on Services and Content subscriptions purchased and not actual usage, (ii) payment obligations are non- cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.

* Customer will provide SFK with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to SFK. If Customer provides credit card information to SFK, Customer authorizes SFK to charge such credit card for all Purchased Services listed in the Curriculum Agreement for the initial subscription term and any renewal subscription term(s) as set forth in the “Agreement Term” section below. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Curriculum Agreement. If the Curriculum Agreement specifies that payment will be by a method other than a credit card, SFK will invoice Customer in advance and otherwise in accordance with the relevant Curriculum Agreement. Unless otherwise stated in the Curriculum Agreement, invoiced fees are due net 15 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to SFK and notifying SFK of any changes to such information.

* For credit card payments, SFK can apply credit card processing fees in the amount of 4% - 5% of the purchase price. Customer agrees that this is a reasonable fee and agrees to pay with initial charge and renewals.

* If any invoiced amount is not received by SFK by the due date, then without limiting SFK’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) SFK may condition future subscription renewals and Curriculum Agreements on payment terms shorter than those specified in the “Invoicing and Payment” section above.

* If any charge owing by Customer under this or any other agreement for services is 30 days or more overdue, (or 10 or more days overdue in the case of amounts Customer has authorized SFK to charge to Customer’s credit card or direct debit a bank account), SFK may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full.

* Non-Sufficient Funds (NSF): a $50 NSF fee will be charged to the Customer, regardless if the payment is honored after we re-submit it.

* SFK will not exercise its rights under the “Overdue Charges” or “Suspension of Service and Acceleration” section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

* In case of a suspension, SFK may charge additional fees to restart the subscription once the pending disputes are resolved. Customer is responsible for any such extra charge.

* SFK's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If SFK has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, SFK will invoice Customer and Customer will pay that amount unless Customer provides SFK with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, SFK is solely responsible for taxes assessable against it based on its income, property and employees.

* For any purchases that incorporate delivery of physical goods or curriculum materials, no refunds or cancellations are available, and additional shipping and handling charges will apply.

* For purchases that incorporate Professional Services:

   - Customer will pay SFK for the Professional Services at the rates specified in the applicable Curriculum Agreement, or if no rate is specified in the Curriculum Agreement, SFK’s standard rates in effect at the time the Curriculum Agreement is executed.

  - Professional Services are often provided on either a time-and-materials or fixed fee basis, as provided in a Curriculum Agreement. Any amount set forth in a time-and-materials Curriculum Agreement is solely a good-faith estimate for Customer’s budgeting and SFK’s resource-scheduling purposes, and is not a guarantee that the work will be completed for that amount; the actual amount may be higher or lower. If the estimated amount is expended, SFK will continue to provide Professional Services under the same rates and terms. SFK will periodically update Customer on the status of the Professional Services and the fees accrued under Curriculum Agreement.

  - Customer will reimburse SFK for reasonable travel and out-of-pocket expenses incurred in connection with Professional Services. If an estimate of incidental expenses is provided in the applicable Curriculum Agreement, SFK will not exceed such an estimate without the written consent of Customer.

  - Charges for time-and-materials engagements will be invoiced monthly in arrears unless otherwise expressly stated in the applicable Curriculum Agreement. Charges for fixed fee engagements will be invoiced in advance in the manner as provided in the Curriculum Agreement, as applicable, unless otherwise expressly stated therein. Invoiced amounts will be due and payable net 15 days from the invoice date.

STEM For Kids may have patents, patent applications, trademarks, copyrights, trade secrets, or other intellectual property rights covering subject matter in the Services and Content ("Intellectual Property Rights"). By providing the Services and Content to you, STEM For Kids does not give you any license to these patents, trademarks, copyrights, or other intellectual property, unless STEM For Kids does so expressly in writing. You expressly acknowledge and agree that (a) all right, title and interest in and to these Curriculum and Intellectual Property Rights belong solely and exclusively to STEM For Kids or its licensors; and (c) these Intellectual Property Rights are valid and protected in all forms, media and technologies existing now or developed later. No rights are granted to Customer hereunder other than as expressly set forth herein.

This Agreement grants no rights whatsoever to use any trademarks, service marks, trade names, logos, domain names, or other indicia of origin owned or controlled by STEM For Kids (collectively, 'Marks'). Customer shall not use, register, or attempt to register any Marks, or any confusingly similar marks, in connection with its business, programs, marketing, websites, or otherwise. Customer acknowledges that all goodwill associated with the Marks belongs exclusively to STEM For Kids.

Customer shall not represent, imply, or suggest any affiliation, endorsement, partnership, or sponsorship by STEM For Kids beyond the authorized use of the Services and Content. Customer shall operate its programs solely under its own name and branding and shall not use any Marks in advertising, promotions, signage, websites, social media, business cards, or any other materials.

Customer has the right to access and use applicable Content subject to the terms of applicable Curriculum Agreements, this Agreement and the Documentation.

Customer grants to SFK and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of SFK’s or its Affiliates’ services.

All rights not expressly granted herein are reserved by STEM For Kids. STEM For Kids retains sole ownership of the Marks, Curriculum Materials, and all related intellectual property.

Any violation and misuse can result in an immediate termination of Services and Content with no refunds.

“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of SFK includes the Services and Content, and the terms and conditions of this Agreement and all Curriculum Agreements (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional SFK services.

As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Curriculum Agreement to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, SFK may disclose the terms of this Agreement and any applicable Curriculum Agreement to a subcontractor or Non-SFK Application Provider to the extent necessary to perform SFK’s obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein.

The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, STEM FOR KIDS AND ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, VENDORS, AND CONTRACTORS (collectively “STEM For Kids Related Parties”) SHALL IN NO EVENT BE LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SERVICES AND CONTENT, ANY PROVISION OF OR FAILURE TO PROVIDE THE SERVICES, OR ANY INFORMATION AVAILABLE FROM THE SERVICES AND CONTENT. THE AGGREGATE LIABILITY OF STEM FOR KIDS ARISING UNDER THIS AGREEMENT WILL NOT EXCEED $1.00 USD.

STEM FOR KIDS AND STEM For Kids Related Parties MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION CONTAINED IN THE SERVICES AND CONTENT FOR ANY PURPOSE. ALL SUCH SERVICES AND CONTENT, ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. STEM FOR KIDS AND STEM For Kids Related Parties HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE FOREGOING, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE SERVICES AND CONTENT COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. STEM FOR KIDS AND STEM For Kids Related Parties MAY MAKE IMPROVEMENTS AND/OR CHANGES TO THE SERVICES AND/OR THE CONTENT DESCRIBED HEREIN AT ANY TIME.

To the fullest extent permitted by law, you agree to defend, indemnify and hold harmless STEM For Kids and/or STEM For Kids Related Parties from and against any and all claims, charges, demands, damages, losses, expenses, and liabilities of whatever nature and howsoever arising (including, but not limited to, any legal or other professional fees and the costs of defending or prosecuting any claim), incurred or suffered by STEM For Kids and/or STEM For Kids Related Parties, directly or indirectly, by reason of any act or omission which you or any of your agents, contractors, employees or representatives commit in breach of this Agreement or in violation of any third-party rights or any laws or regulations that may apply to your use of the Services or Content.

This Agreement commences on the date Customer first accepts it, or starts using any Services or Content, whichever happens first, and continues until all subscriptions hereunder have expired or have been terminated.

The term of each subscription shall be as specified in the applicable Curriculum Agreement. Except as otherwise specified in a Curriculum Agreement, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other written notice (email acceptable) at least 30 days before the end of the relevant subscription term. Except as expressly provided in the applicable Curriculum Agreement, renewal of promotional or one-time priced subscriptions will be at SFK’s applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume or subscription length for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.

A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

If this Agreement is terminated by Customer in accordance with the “Termination” section above, SFK will refund Customer any prepaid fees (this does not include any initial fees and setup fees) covering the remainder of the term of all Curriculum Agreements after the effective date of termination. If this Agreement is terminated by SFK in accordance with the “Termination” section above, Customer will pay any unpaid fees covering the remainder of the term of all Curriculum Agreements to the extent permitted by applicable law. In no event will termination relieve Customer of its obligation to pay any fees payable to SFK for the period prior to the effective date of termination.

Each party represents that it has validly entered into this Agreement and has the legal power to do so.

The sections titled “Free Services” , “Fees and Payment”, “Intellectual Property Rights”, “Confidentiality”, “Liability Disclaimer”, and “General Provisions” and sections pertaining to payment post termination and removal of Content will survive any termination or expiration of this Agreement.

The Services, Content, other SFK technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. SFK and Customer each represent that it is not named on any U.S. government denied-party list.

Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

This Agreement is the entire agreement between SFK and Customer regarding Customer’s use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Curriculum Agreement, (2) this Agreement, and (3) the Documentation.

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.

No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Curriculum Agreements), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, SFK will refund Customer any prepaid fees covering the remainder of the term of all subscriptions for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

This Agreement is subject to and governed by the laws of the State of North Carolina and the laws of the United States of America applicable therein. The State of North Carolina will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this Agreement and any matter arising from it. Each party irrevocably waives any right it may have to object to any action being brought in those courts, to claim that the action has been brought in an inappropriate form, or to claim that those courts do not have jurisdiction. The venue for any arbitration concerned with the enforcement and interpretation of this Agreement shall be Raleigh, North Carolina. Any and all claims and actions arising out of or relating to this Agreement, brought by Customer against SFK, shall be commenced within one (1) year from the occurrence of the facts giving rise to such claim or action, or such claim or action shall be barred.

STEM For Kids, LLC, 9650 Strickland Road, Suite 103-419, Raleigh, North Carolina 27615, USA. Attn: Services Sales Dept.