TERMS OF USE AND SERVICES AGREEMENT

NOTICE TO USER: PLEASE READ THIS AGREEMENT CAREFULLY. BY COPYING, INSTALLING, OR USING ALL OR ANY PORTION OF THE SOFTWARE, WEBSITE, OR APPLICATION YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR THE LIMITATIONS ON: USE CONTAINED IN SECTION 1; LIABILITY IN SECTION 4; WARRANTY IN SECTIONS 5 AND 10. YOU AGREE THAT THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED THE SOFTWARE AND ON WHOSE BEHALF IT IS USED: FOR EXAMPLE, IF APPLICABLE, YOUR EMPLOYER. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE.

This Terms of Use and Services Agreement (the “Agreement”) is a legally binding contract between AcceleratED Learning LLC and You (the “user”, “you”, “your”). This Agreement grants You, subject to terms and conditions herein, a limited, nonexclusive, non-transferable, non-licensable, permission to use the software in conformance with this Agreement.

AcceleratED Learning LLC (together “we”, “us”, or “our”) provide services (“Service”) to you through our websites and through our mobile apps. By using the Service, you are agreeing to be bound by Agreement. We reserve the right to update and change the Agreement from time to time and will provide notice to you by changing the “last updated” date above. All changes are prospective only. It is your obligation to be familiar with the most current version of the Agreement. Continued use of the Service after any such changes shall constitute your acknowledgment of and consent to such changes. You can review the most current version of the Agreement at any time at https://accelerateeducation.net/terms-of-use/. Any new features, including the release of new tools and resources, shall be subject to the then-most current Agreement. In the event that you reject the updated Agreement for any reason, you must do so in writing within five days of any such update by writing to your sales representative.

You represent and warrant that you have the full right and power to enter into and fully perform this agreement in accordance with this Agreement. If you are using the Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement and, in such event, “You” will refer and apply to that company or other legal entity.

1. Terms

1. If you are under 13 years of age, you may use this Service only with a parent or guardian—or a teacher that has been permitted to use the Service with you by your parent or guardian—assisting in the use of such Service and in registering for the Service.
2. If you are between the ages of 13 and 18 then you must have a parent assist in registering for an account for the Service. If you are under 13 years old, you must have a parent register for your account for the Services.
3. If you under the age of 18, you may use this Service with the assistance of a teacher that has been given specific permission from your parent or guardian to use this Service with you.
4. You must be a human. Accounts registered by “bots” or other automated methods are not permitted.
5. You must provide your full legal name, the legal name of your business (where applicable), a valid e-mail address, and any other information requested in order to complete the sign-up process. This information will be kept secure. You reserve the right to store and/or remove any personally identifiable information from your account and we reserve the right to remove your account from the Service in the event that the minimum amount of personal information necessary to provide the Service to you is removed.
6. You are responsible for maintaining the security of your password. We cannot and will not be liable for any loss or damage from your failure to comply with this security obligation. You will be solely responsible and liable for any activity that occurs within your account. In the event that you believe that your password or account has been compromised or accessed by an individual other than you, you must inform us within a reasonable time and in no event more than five days following the compromise. In the event of any dispute between two or more parties about account ownership, you agree that we will be the sole arbiter of such dispute in our sole discretion and that our decision is final and binding.
7. You may create multiple logins for a single account. However, your login may only be used by one person. As such, each individual using the Service must have their own email address on file and an account under such email address in order to be granted access to the Service. A single login shared by multiple people is not permitted.
8. You must not use the Service for any abusive or illegal purposes. You must not violate any laws, rules, or regulations in your jurisdiction (including but not limited to copyright laws, using the Service while driving, and data breaches). You expressly agree and acknowledge that you will not submit information that would be a violation of your (or your employer’s, as the case may be) policies, including without limitation, any data protection, privacy or security policies, or any data privacy laws, rules, or regulations.
9. You may not attempt to modify, translate, adapt, edit, copy, decompile, disassemble, or reverse engineer any software used or provided by us in connection with the Service. However, you are permitted to make and retain reasonable copies of your data for backup purposes.
10. The Service is always evolving and the form and nature of the Service may change from time to time. We reserve the right to modify the Service from time to time at any time, including adding or removing features.
11. We reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process, or governmental request, (ii) enforce the Agreement, including investigation of potential violations, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect our rights, property, or safety as well as those

of our users, customers, and the public. We reserve the right to do all of the above-mentioned things without notice to you.

12. You may not do any of the following while accessing or using the Service: (i) access, tamper with, or use non-public areas of the Service, our computer systems, or the technical delivery systems of our providers; (ii) probe, scan, or test the vulnerability of any system or network, or breach or circumvent any security measures; (iii) access or search or attempt to access or search the Service by any means (automated or otherwise) other than through our currently available, published interfaces; (iv) in any way use the Service to send altered, deceptive, or false information; or (v) otherwise interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Service, or by scripting the creation of content in such a manner as to interfere with or create an undue burden on the Service.

In the event you violate any of these terms or misuse the Service in any way, we reserve the right to immediately terminate the Agreement. Such decision to terminate the Agreement shall be made in our sole discretion.

2. Schools

In providing the Services, we have partnered with various schools (the “Schools”) where students of those schools are in need of tutoring services (the “Students”). Each such School may, in its sole discretion, have additional terms, conditions, rules, requirements, codes of conduct, or other agreements and/or provisions regarding the conduct of Students, teachers, and/or Tutors. By using the Services, you acknowledge that you are aware and in full compliance with any additional terms, conditions, rules, requirements, codes of conduct, or other agreements and/or provisions provided by any such School that you are affiliated with in any way or attend.

3. Tutors

If you are a tutor selected by a School (each a “Tutor”), you have certain responsibilities with respect to your conduct as set forth in that particular School’s policies. Your conduct on the Services is subject to and must fully conform with: a.) the terms set out in the specific School’s policies b.) any additional terms set out on the Service(s) and c.) any other agreements or acknowledgements that may be applicable to you. Violation of any School policies and procedures, agreements or acknowledgments or additional terms may result in appropriate sanctions, as determined in the School’s or our sole discretion, up to and including termination of your role as a tutor, in addition to any other consequence, penalty or liability that may result from such behavior. In the event of any conflict between these Terms of Use (including any additional terms) and any School policy, or other term of agreement, the order of precedence to resolve such conflicts shall be as follows: a.) the terms of any specific agreement or acknowledgment with a School; b.) the School’s policies; and c.) these Terms of Use. Notwithstanding the previous sentence, we reserve the right to resolve any such conflict in our sole discretion.

4. Liability

We are not responsible for any action or inaction taken by any individual, School, Tutor, Student, company, or any of the foregoing’s employees, agents, contractors, customers, or similar,

whether such action does or does not result in damages to you. We are not responsible for any damages that may occur throughout your use of the Service. By using the Services, you understand that the Services are provided “as is” and are being provided as a means by which Schools can provide their Students with access to Tutors and that we and the Services are used solely as an intermediary to provide that access. We have no control over the lessons, tutoring, subject matter, or any other content provided on the Services and the same is provided in the sole discretion of the Schools and the Tutors. Similarly, we have no control over the content posted in responses to such lessons, tutoring, subject matter, or other content by the Students.

5. Disclaimer

All of our services are provided for on an “as is” basis and we expressly disclaim warranties of any kind, express or implied, including without limitation any warranty of accuracy, merchantability, fitness for a particular purpose, or non-infringement. We do not make any guarantees or warranties, including the Services provided by third-party vendors.

6. Indemnity

Notwithstanding anything to the contrary in this Agreement, you shall defend, indemnify, release and hold us and our employees, agents, representatives, current or future parent, subsidiaries, and commonly owned affiliates harmless from and against any and all liabilities arising from or relating to a breach of this Agreement by you or your employees, subcontractors, or suppliers, including without limitation any breach or inaccuracy of any representation, covenant, or warranty contained herein. Your indemnity of us shall survive the termination or expiration of this Agreement.

7. Intellectual Property

We retain all rights (including “Intellectual Property Rights,” as defined below), title and interest in the Service and all underlying technology and data, including any enhancements and improvements thereto. You will not allow, and will not allow others, via manual or automated means (including the use of any robot, spider or other automated process), to reverse engineer, decompile, disassemble, merge, copy, use, disclose, sell or transfer the underlying source code or structure or sequence of the Service or delete or alter author attributes or copyright notices. User shall use our system solely for their own use and shall not allow others to use the system under or through your login ID/email and password. Further, you shall not use the Service in an unlawful manner, such as for offensive, abusive, tortious, libelous, defamatory or other illegal purposes.

“Intellectual Property Rights” means all intellectual property rights (throughout the universe, in all media, now existing or created in the future, for all versions and elements, in all languages, and for the entire duration of such rights) arising under statutory or common law, contract, or otherwise, and whether or not perfected, including, without limitation, (a) all rights associated with works of authorship, including copyrights, moral rights, copyright applications, copyright registrations, synchronization rights; (b) rights associated with trademarks, service marks, trade names, logos, trade dress, and the applications for registration and registrations of trademarks and service marks; (c) rights relating to the protection of trade secrets and confidential

information; (d) rights analogous to those set forth in this definition and any and all other proprietary rights relating to intangible property; and (e) divisions, continuations, renewals, reissues, and extensions of the foregoing (as and to the extent applicable) now existing, later filed, issued or acquired.

Any unauthorized use of any of the Intellectual Property Rights may result in civil and criminal penalties as appropriate under the applicable law.

8. User Created Content

The Services may include public or restricted access discussion forums, or other interactive areas or services (“Interactive Areas”), including chat rooms or message boards, online hosting or storage services, mobile applications, tablet applications, or other areas or services in which you or other users create, post or store any content, messages, materials, data, information, text, music, sound, photos, video, graphics, code or other items or materials on the Services (“User Content”). Interactive Areas are provided “as is”. You are solely responsible for your use of such Interactive Areas and use them at your own risk.

If you post User Content, you agree that your User Content will be accessible and viewed by others. You agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Services any of the following:

• User Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
• User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law, including, without limitation, the regulations of the U.S. Securities and Exchange Commission or any rules of a securities exchange such as the New York Stock Exchange, the American Stock Exchange or the NASDAQ;
• User Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
• User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
• Any unauthorized commercial use such as, but not limited to, engaging in unsolicited promotions, political campaigning, advertising, or solicitations, hyperlinking off of the Services, or collecting names and emails addresses for the purpose of sending unsolicited emails;
• Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
• Viruses, corrupted data or other harmful, disruptive or destructive files; and
• User Content that, in the sole judgment of us and/or a School, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Services, or which may expose us or any School or its users to any harm or liability of any type.

This list of prohibitions provides examples and is not complete or exclusive.

By posting any User Content, you represent and warrant that you have the lawful right to distribute and reproduce such User Content.

In addition, if you are a student at a School, you have certain responsibilities with respect to your conduct as set forth by such School, the School policies regarding student use of computing resources and other applicable policies contained in School agreements or resources. Your conduct on the Services is subject to and must fully conform with these policies. Policy violations may result in appropriate disciplinary action in addition to any other consequence, penalty or liability that may result from such behavior. We reserve the right to resolve any such conflicts in our sole discretion.

You further agree not to access or attempt to access any Interactive Areas which you are not authorized to access or to provide or facilitate access to any nonpublic Interactive Area by any unauthorized user.

Any use of the Interactive Areas or other portions of the Services in violation of these Terms of Use, including the foregoing, may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the Services.

We take no responsibility and assume no liability for any User Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto or resulting therefrom, nor are we liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. As a provider of interactive services, we are not liable for any statements, representations or User Content provided by its users in any public forum, personal home page or other Interactive Area. Accordingly, we have no obligation to screen, edit, or monitor User Content or the Interactive Areas. However, we reserve the right, and have absolute discretion, to refuse, block, move, or remove any User Content posted or stored on the Services at any time with or without cause and for any reason or no reason, with or without notice. You are solely responsible for creating backup copies of and replacing any User Content you post or store on or through the Services at your sole cost and expense. In order to cooperate with legitimate governmental requests, subpoenas or court orders, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including, without limitation, user profile information (i.e. name, e-mail address, etc.), IP addressing and traffic information, usage history, and posted User Content. Our right to disclose any such information as set forth herein shall supersede and control any conflicting terms of our Privacy Policy.

Except as explicitly indicated in these Terms of Use, or unless otherwise indicated on or in connection with your use of the Services, if you post User Content to any of the Services, you

retain all rights in and to such User Content. You grant us, our affiliates, and third party service providers a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content throughout the world in any media. You grant us and our affiliates and sublicensees the right to use the name that you submit in connection with such User Content, at our sole discretion. You specifically acknowledge and agree that the University has the right to sell, license and/or display any advertising, promotional and distribution rights in connection with your User Content, and we will be entitled to retain any and all revenue generated from any sales or licenses of such advertising, promotional or distribution rights. No royalties will be paid to you or any third party for your User Content. Nothing in these Terms of Use obligates or may be deemed to obligate us to sell, license or offer to sell or license any advertising, promotion or distribution rights. You represent and warrant that:

• you own and control all of the rights to the User Content that you post or you otherwise have the right to post such User Content to the Services and license such User Content to us and our affiliates as herein provided;
• the User Content is accurate and not misleading; and
• use and posting of the User Content you supply does not violate these Terms of Use and will not violate any rights of or cause injury to any person or entity.

9. Third-Party Services and Software

The Service may be made available or accessed in connection with third party services and content (including, but not necessarily limited to advertising, support, and the Schools) that we do not control. You acknowledge that different terms of use and privacy policies may apply to your use of any such third-party services and content. We do not endorse any such third-party services or content and in no event shall we be responsible or liable for any products or services of third-party providers, including any School or Tutor we have identified.

10. No Warranties or Representations

You understand and agree that the Service is provided “AS IS” and “AS AVAILABLE” and we expressly disclaim warranties of any kind, express or implied, including without limitation any warranty of accuracy, merchantability, fitness for a particular purpose, or non-infringement. We make no warranty or representation and disclaim all liability regarding the results that may be obtained from the use of the Service, the correctness or completeness of the data, the security, reliability or availability of the Service, or that the Service will meet any user’s requirements. Use of the Service is at your sole risk. Even though we use secure third-party vendors and hosting partners (as detailed in our Privacy Policy) to provide the necessary hardware, software, networking, storage, and related technology required to run the Service, you understand and agree that you will be solely responsible for any damage to you (including loss of data) resulting from the use of the Service. The entire risk arising out of use, security, or performance of the Service remains with you. Without limiting the foregoing, the Service is not designed or licensed for use in hazardous environments requiring fail-safe controls.

The above disclaimer applies to any damages, liability or injuries caused by any failure of the performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft, or destruction of or unauthorized access to, alteration of, or use the Service, whether for breach of contract, tort, negligence or any other cause of action.

11. Services

We provide application and software to be used in harmony that supports Schools, Tutors, and Students to all Schools and Tutors to provide education to Students. You acknowledge we ourself are not a School or Tutor and do not own or operate any educational institutions or have any certifications to operate such institutions. The Services provided are provided by Schools and Tutors, who are also users of our Services and we assume no liability for the actions taken by them or you in this agreement.

12. Termination

You may terminate this agreement at any time. We reserve the right to apply fees for early termination by Schools and/or Tutors. Termination must be made in writing and submitted to your sales representative. Upon termination you will cease all use of the Service and delete all copies from mobile devices and/or return rented devices to us. We may terminate this agreement for any breach of any part of this contract agreement.

13. Refunds

In the event that we cannot provide Service to a customer, for any reason, we may, upon our sole discretion, choose to reimburse customer the full amount for the Service that was not provided as customer’s sole remedy. Such refunds may take up to 30 days to process. In the event we choose to reimburse customer, customer shall have no further remedy in law or equity.

14. Choice of Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut without regard to its principles of conflicts of laws, and the Parties agree to submit to the exclusive jurisdiction of the courts of the State of Connecticut. In the event that you do file a lawsuit against us, you are responsible for your own attorneys’ fees and costs.

15. Construction

Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit, or restrict in any manner the construction of the general statement to which it relates. The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no strict construction shall be applied against any Party.

16. Survival or Representations, Warranties, and Agreements

All representations, warranties, and agreements contained herein shall survive the consummation of the transactions contemplated herein and the termination of this Agreement.

17. Waiver

Any failure or delay by either Party to exercise any right, power or privilege hereunder or to insist upon observance or performance by the other of the provisions of this Agreement shall not operate or be construed as a waiver thereof.

18. Severability

In case any provision in this Agreement shall be invalid, illegal, or unenforceable in any jurisdiction, the Agreement shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality, or unenforceability without affecting the validity, legality, and enforceability of the remaining provisions; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

19. Entire Agreement

This Agreement and the Operating Agreement embody the complete agreement and understanding among the Parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements, or representations by or among the Parties, written or oral, which may have related to the subject matter hereof in any way.

20. Gender and Plurals

Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine, or non-binary forms, and the singular form of nouns and pronouns shall include the plural and vice versa.

21. Headings

The paragraph headings have been inserted for the purposes of convenience and shall not be used for interpretive reasons.