EDNEXIO’S TERMS OF USE

Last Updated November 7, 2016

PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS”) CAREFULLY. BY ACCESSING OR USING THIS WEBSITE OF EDNEXIO, INC. (“EDNEXIO”) WITH LINKS TO THIS AGREEMENT (COLLECTIVELY, THE “WEBSITE”) IN ANY WAY, INCLUDING USING THE SERVICES (“SERVICES”) AND CONTENT (“CONTENT”) ENABLED VIA THE WEBSITE BY EDNEXIO OR USERS OF THE SITE (“USERS”), OR MERELY BROWSING THE WEBSITE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.

IF YOU ACCESS THE SITE OR SERVICES IN THE CAPACITY OF A MEMBER OF THE FACULTY OR ADMINISTRATION OF A SCHOOL OR SCHOOL DISTRICT FOR INTERACTION WITH SCHOOL OR DISTRICT STUDENTS, YOU AGREE THAT YOUR USE OF THE SITE AND SERVICES WILL BE IN STRICT COMPLIANCE WITH YOUR SCHOOL’S AND/OR DISTRICT’S POLICIES AND REGULATIONS, AND ALL APPLICABLE LAWS AND REGULATIONS.

THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

WHAT IS EDNEXIO?

Ednexio has developed a supplemental educational technology application for teachers to use, create, customize and share structured, digital lessons. These digital lessons can be assigned to students, and student progress can be monitored to continually personalize learning.

TO WHOM DO THESE TERMS OF USE APPLY?

These Terms of Use apply to anyone (collectively, “Users” or “you”) accessing, browsing, or using our Site or Services, or downloading or posting any content from or on our Site.

USER ACCOUNTS

You’re allowed to use the Services and Content of Ednexio once you have registered for a User account, and only in compliance with these Terms of Use and all applicable local, state, national, and international laws, rules and regulations. If you’ve been removed from the Services previously, you’re not allowed to use them again without Ednexio’s express written consent which Ednexio may withhold in its sole discretion.

USER ACCOUNT RESPONSIBILITIES

Once you create a User Account, you are responsible for your Account and any data associated with it.

INFORMATION: You agree to provide accurate, current and complete information during the registration process. By providing your email address to us you consent to our using the email address to send you Services and Content related notices, including any required legal notices and other messages such as additions or changes to the Services and/or notices of product offers.

You further agree to update such information to keep it accurate, current and complete. Ednexio reserves the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete.

PASSWORDS: You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your Account, whether or not you have authorized such activities or actions. You are responsible for any activity that occurs on your Account; you may never use someone else’s account without permission; and you must keep your Account password secure. You must inform us immediately if you think your Account’s security has been compromised so we can help; we are not liable for any losses of any kind caused by any unauthorized use of your account.

PERMISSION TO USE THE SITE AND SERVICES

CONTENT LICENSE: Subject to the terms and conditions of these Terms of Use, we grant you (I) a non exclusive, limited, non transferable, freely revocable license to use our Site and the Services, and (ii) the ability to post, upload, publish, submit, transmit or create Content.

RIGHTS GRANTED BY USER: By you making available any of your Content on or through the Website or Services, you hereby acknowledge that you are dedicating such Content to the public domain and granting to any persons or entities, including Ednexio, who want to access and use your Content, the right to access and use your Content pursuant to the terms and conditions of the Creative Commons CC0 1.0 Universal license. You further acknowledge and agree that you are solely responsible for all Content that you make available through the Site. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Content that you make available through the Website or Services, or you have all rights, licenses, consents and releases that are necessary to grant to Ednexio the rights in such Content, as contemplated under these Terms of Use; and (ii) neither the Content nor your posting, uploading, publication, submission or transmittal of the Content or Ednexio’s use of the Content (or any portion thereof) on, through or by means of the Website or Services will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

If you send us ideas or comments about our Website or Services, you agree that we may freely use or reference those ideas and comments and we do not owe you any payment or have any other obligation of any kind for such ideas or comments.

OUR RIGHTS: Except as to the rights expressly granted herein, Ednexio reserves all rights in the Website, Services, its software, its trademarks and service marks, all of which are protected by copyright, trademark, and other laws of the United States and foreign countries. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website or Services.

We may terminate this license at any time for any or no reason.

LINKED TO CONTENT: Ednexio does not own and is not responsible for the Linked to Content nor its content accuracy. The Linked to Content is subject to the terms and conditions of the third party which offers the Linked to Content. Please review those terms and conditions to learn about the conditions in accordance with which you can access and use such Linked to Content.

RESTRICTIONS ON USE OF THE WEBSITE AND SERVICES

ADVERTISING: Ednexio is free from targeted advertising and prohibits Users from any kind of advertisements at its Website or through its Services.

GENERAL PROHIBITIONS: In addition to the preceding restrictions on advertising, you agree not to do any of the following:

CONTENT:

Ednexio has the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Ednexio may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Use. You acknowledge that Ednexio has no obligation to monitor your access to or use of the Services or Content or to review or edit any Content, but has the right to do so for the purpose of operating the Website and Services, to ensure your compliance with these Terms of Use, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

Ednexio reserves the right, at any time and without prior notice, to remove or disable access to any Content that Ednexio, at its sole discretion, considers to be in violation of these Terms of Use for any reason or no reason, including but not limited to, Content or otherwise harmful to the Services.

YOU ARE FULLY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS, AND WE HAVE NO LIABILITY FOR YOUR INTERACTIONS WITH ANY OTHER USERS, OR FOR ANY USER’S ACTIONS OR INACTIONS WITH RESPECT TO YOU.

FUTURE CHANGES

We continually update our Website and Services to offer the best possible product. While we plan to continue to offer and improve our Services, we may, without prior notice,change, cancel, create usage limits for, or permanently or temporarily stop offering or allowing you access to the Services generally (“Service Changes”). While we’ll try to give you advance notice of Service Changes that will adversely affect you, this might not be practical or possible and we retain the right to make Service Changes without notice and liability for any reason.

GENERAL LEGAL TERMS

ACCOUNT AND DATA CONTROL: The use and control of any data generated through or provided by a User to Ednexio is handled pursuant to Ednexio’s Privacy Policy, found at https://www.ednexio.com

NOTWITHSTANDING, THE RIGHTS AND DUTIES SET FORTH IN EDNEXIO’S PRIVACY POLICY FOUND AT HTTP://WWW.EDNEXIO.COM, YOU UNDERSTAND AND AGREE THAT ANY DATA, ACCOUNT HISTORY AND ACCOUNT CONTENT RESIDING ON EDNEXIO’S SERVERS MAY BE DELETED AT ANY TIME FOR ANY REASON AT EDNEXIO’S SOLE DISCRETION, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND. WE DO NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIM, ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON EDNEXIO’S SERVERS.

PRIVACY AND SECURITY: We take very seriously the privacy of our Users, including schools, teachers, parents, and students. By using the Services you consent to the collection, use and disclosure of your information (including but not limited to Student Data) in the manner and as set forth in our Privacy Policy at https://www.ednexio.com, and to have your information (including but not limited to Student Data) collected, used, transferred to and processed pursuant to our Privacy Policy.

THIRD PARTY SERVICES: Our Site may contain links to third party websites, services (including but not limited to third party Applications), or other materials or information not owned or controlled by us. We do not endorse or assume any responsibility for any third party sites, information, materials, products, or services (including but not limited to third party Applications). If you access a third party website or Application from the Services, you understand that you do so at your own risk, and you understand that this Agreement, and our Privacy Policy, found at https://www.ednexio.com do not apply to your use of those sites or services; those sites and services have their own applicable terms and policies.

INDEMNITY: You agree to defend, indemnify and hold harmless Ednexio and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Services, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including but not limited to your breach of any of the representations and warranties above; (iii) your violation of any third party rights, including but not limited to any right of privacy or Intellectual Property Right; (iv) your violation of any applicable law, rule or regulation, including but not limited to COPPA; (v) any content or information that is submitted via your account; or (vi) any other party’s access and use of the Services with your unique username, password or other appropriate security code.

WARRANTY DISCLAIMER:

THE SERVICES IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, EDNEXIO, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF

THE SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES.

WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICES ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICES (INCLUDING WITHOUT LIMITATION APPLICATIONS), AND WE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF PRODUCTS OR SERVICES (INCLUDING

WITHOUT LIMITATION DEVELOPERS). FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW EXCLUSIONS AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EDNEXIO, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THESE SERVICES. UNDER NO CIRCUMSTANCES WILL EDNEXIO BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EDNEXIO ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (VII) SCHOOL CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL GOORU, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO EDNEXIO HEREUNDER OR $100.00, WHICHEVER IS GREATER.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF EDNEXIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

JURISDICTION: The Services are controlled and operated from US based facilities, and we make no representations that they’re appropriate or available for use in other locations. If you access or use the Services from other jurisdictions, you understand that you’re entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government.

GOVERNING LAW: You agree that: (i) the Services will be deemed solely based in California; and (ii) the Services will be deemed passive services that do not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. These Terms of Use will be governed by the laws of the State of California, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods does not apply. You agree to submit to the personal jurisdiction of the federal and state courts located in El Dorado County, California for any actions related to this Agreement.

TERMINATION AND ACCOUNT CANCELLATION: If you breach any of these Terms of Use, Ednexio will have the right to suspend or disable your Account, at its sole discretion and without prior notice to you. Ednexio reserves the right to revoke your access to and use of the Website, Services, and Content at any time, with or without cause. In the event Ednexio terminates these Terms of Use for your breach, you will remain liable for all amounts due hereunder. You may cancel your Account at any time by sending an email to support@ednexio.com.

NOTICES: Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms of Use, will be given by Ednexio (i)

via email (in each case to the address that you provide); or (ii) by posting to the Website. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

MISCELLANEOUS: This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us in accordance with the terms of our Privacy Policy at https://www.ednexio.com. This Agreement, together with any amendments and any additional agreements you may enter into with Ednexio connection with the Services including other agreements and policies referenced herein, constitute the entire agreement between you and Ednexio concerning the Services. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect. No waiver of any term of this Agreement will be deemed a further or continuing waiver of such term or any other term, and Ednexio’s failure to assert any right or provision under this Agreement will not constitute a waiver of such right or provision. If access to the Services is licensed to the United States government or any agency thereof, then the Services will be deemed to be “commercial computer software” and “commercial computer software documentation,” pursuant to DFARS Section 227.7202 and FAR Section 12.212, respectively, as applicable. Any use, reproduction, release, performance, display, or disclosure of the Services and any accompanying documentation by the U.S. Government will be governed solely by these Terms of Use and is prohibited except to the extent expressly permitted herein.

MODIFICATIONS

Ednexio reserves the right, at its sole discretion these Terms of Use, at any time and without prior notice. If we modify these Terms of Use we will post the modification on the Website or provide you with notice of the modification. We will also update the “Last Updated Date” at the top of these Terms of Use. By continuing to access or use the Website or Services after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Use. If the modified Terms of Use are not acceptable to you, your only recourse is to cease using the Services and Website

Contacting Ednexio

If you have any questions about these Terms of Use, please contact Ednexio at: