Customer License Agreement

PLEASE READ THE TERMS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE USING ANY 24/7 TEACH SOFTWARE, TECHNOLOGY, TRAINING MATERIALS, VIDEOS, OR OTHER PRODUCTS AND/OR SERVICES OR VIEWING ANY OTHER CONTENT FROM THE 24/7 TEACH WEB SITE or SITES. By using any such products or services provided by 24/7 TEACH, LLC (“24/7 Teach ”), you, as a customer and licensee of 24/7 Teach , (hereinafter “Customer”) signify your assent to these terms. If you do not agree to this Customer License Agreement, please do not use the 24/7 TEACH Software, Technology, Training Materials, Videos, Products, and Related Resources.

By accessing and utilizing the 24/7 TEACH Web site, software, technology, training materials, videos, products, and all related materials and services, Customer accepts, without limitation or qualification, the terms and conditions set forth below and acknowledge that any other agreements between you and 24/7 TEACH are superseded and of no force or effect:

1. Definitions

1.1. As used in this Agreement, the following terms shall have the following meanings:

1.2. “Agreement” shall mean this Customer License Agreement, as well as the 24/7 TEACH Web site Terms and Conditions, the terms of which are incorporated herein by this reference.

1.3. “24/7 Teach ® Technology and Service” means 24/7 Teach ’s proprietary Web site development, publishing, and e-commerce technology, tools, content and services which allows users to create, develop, enhance, market, publish, distribute, license, and sell specified Customer owned Web sites and content; and shall include all 24/7 Teach ® Training Materials, Videos, Products, and Related Resources made available to Customer via the 24/7 TEACH Web site and/or directly from 24/7 Teach , as well as the 24/7 TEACH Web site itself. The 24/7 Teach ® Technology and Service shall also include any and all new versions of the 24/7 Teach ® Technology and Service that 24/7 TEACH may release and/or make available to Customer in the future, as well as any updates, improvements, additions to and/or modifications to any of the foregoing that 24/7 TEACH may likewise release and/or make available to Customer in the future.

1.4. “24/7 Teach ® Training Materials, Videos, Products, and Related Resources” means 24/7 Teach ’s proprietary training materials, videos, products, and related resources, including all content, graphics, voice, and sound recordings, photos, documents, and text included therein, as well as all other related materials, services and products made available to Customer by 24/7 TEACH as part of any class or presentation, on its Web site, or otherwise.

1.5. Documentation means any technical information and/or usage guidelines which is made available by 24/7 TEACH to the Customer with respect to the 24/7 Teach ® Technology and Service along with modifications and updates to such documentation, in either printed form or via the 24/7 TEACH Web site. Any such guidelines, standards, and/or restrictions on Customer’s use of the 24/7 Teach ® Technology and Service shall be incorporated into this Agreement by this reference and shall be binding upon Customer as if set forth herein.

1.6.“Customer Web Site(s) and Products” means Customer owned and/or controlled Web site(s) approved by 24/7 TEACH and for which Customer wishes to utilize the 24/7 Teach ® Technology and Service, as well as all content, services, and/or products of Customer wishes to promote, publish, distribute, license and sell thereon.

1.7. “Term” shall mean the time period that any specific 24/7 Teach ® Technology and Service and 24/7 Teach ® Training Materials, Videos, Products, and Related Resources may remain available to Customer as specified by 24/7 TEACH or, if no expiration date or term is specified by 24/7 Teach, Term shall be as defined in Section 9.1 below.

2. License Grants; Ownership

2.1. License. Subject to the terms and conditions of this Agreement, 24/7 TEACH hereby grants to Customer a worldwide, royalty-free, nonexclusive, non-transferable, limited license during the Term, in conjunction only with the Customer Web Site(s) and Products, to use and operate the 24/7 Teach ® Technology and Service in accordance with the Documentation solely to develop, enhance and increase the functionality of those Customer Web Site(s) and Products and to thereafter market, promote, publish, distribute, license and sell the Customer Web Site(s) and Products. Subject to the terms and conditions of this Agreement, 24/7 TEACH hereby also grants to Customer a worldwide, nonexclusive, non-transferable, limited license during the Term, to install, view, and use, the 24/7 TEACH Training Materials, Videos, Products, and Related Resources via the 24/7 TEACH Web site solely for use in conjunction with the 24/7 Teach ® Technology and Service and the Customer Web Site(s) and Products. Subject to the terms and conditions of this Agreement, Customer likewise grants to 24/7 TEACH a worldwide, royalty-free, nonexclusive, non-transferable, limited license during the Term, to use the Customer Web Site(s) and Products in conjunction only with the 24/7 Teach ® Technology and Service and solely to develop, enhance and increase the functionality of those Customer Web Site(s) and Products and to thereafter market, promote, publish, distribute, license and sell the Customer Web Site(s) and Products as provided herein.

2.2. Distribution and Sublicense Restrictions. The 24/7 Teach ® Technology and Service is licensed for use as part of the Customer Web Site(s) and Products only and Customer is not entitled to sublicense, share, utilize, or distribute the 24/7 Teach ® Technology and Service except as provided above. The 24/7 Teach ® Training Materials, Videos, Products, and Related Resources are licensed to Customer only and Customer is not entitled to sublicense, share, download, rebroadcast, publicly perform or distribute the 24/7 Teach ® Training Materials, Videos, Products, and Related Resources, or any portion thereof, except as expressly provided above. Customer shall have no rights whatsoever to sublicense, distribute, market or otherwise exploit any 24/7 TEACH works, in whole or in part, as stand-alone products or in any manner except as part of the approved Customer Web Site(s) and Products.

2.3. Nonexclusivity. The licenses granted herein are nonexclusive. Accordingly, nothing in this Agreement shall be construed as limiting in any manner 24/7 Teach ’s marketing or distribution activities or appointment of other dealers, distributors, Customers or agents.

2.4. Ownership. Notwithstanding anything else in the Agreement, 24/7 TEACH and its third party licensors retain (a) all title to, and, except as expressly and unambiguously licensed herein, all rights to the 24/7 Teach ® Technology and Service and the 24/7 Teach ® Training Materials, Videos, Products, and Related Resources, all copies and derivative works thereof (by whomever produced) and all related documentation and materials, (b) all of their service marks, trademarks, trade names or any other designations and (c) all copyrights, patent rights, trade secret rights and other proprietary rights worldwide in the 24/7 Teach ® Technology and Service and the 24/7 Teach ® Training Materials, Videos, Products, and Related Resources. Any efforts by Customer to copy, modify, distribute, transmit, display, broadcast, publicly perform, sell, sublicense, or create derivative works based upon any such works is strictly prohibited. Likewise, subject to 24/7 Teach ’s rights in the 24/7 Teach ® Technology and Service and the 24/7 Teach ® Training Materials, Videos, Products, and Related Resources as set forth herein, Customer shall own the copyright and all other intellectual property rights to the Customer Web Site(s) and Products.

3. Customer Representations and Obligations

3.1. Except as expressly and unambiguously provided herein, Customer represents, warrants and agrees:

3.1.1. not to include any material in the Customer Web Site(s) and Products that violates the copyright, patent, trademark, trade secret, name and likeness, and/or other rights of any third party;

3.1.2. not to include any material in the Customer Web Site(s) and Products that violates the right to privacy of any third party;

3.1.3. not to utilize, or to allow others to utilize, the 24/7 Teach ® Technology and Service or the 24/7 Teach ® Training Materials, Videos, Products, and Related Resources for any illegal purpose or that will violate any laws, regulations, and/or other rules in any jurisdiction in which Customer chooses to market the Customer Web Site(s) and Products;

3.1.4. to ascertain and comply with all applicable laws and regulations and standards of industry or professional conduct, including, without limitation, those applicable to product claims, labeling, approvals, registrations and notifications;

3.1.5. to not by itself or with others participate in any illegal, deceptive, misleading or unethical practices including, but not limited to, disparagement of the 24/7 Teach ® Technology and Service and/or the 24/7 Teach ® Training Materials, Videos, Products, and Related Resources or 24/7 TEACH or other practices which may be detrimental to the 24/7 Teach ® Technology and Service and/or the 24/7 Teach ® Training Materials, Videos, Products, and Related Resources or to 24/7 Teach .

3.1.6. not to remove or alter any copyright or other proprietary notice from the 24/7 Teach ® Technology and Service or the 24/7 Teach ® Training Materials, Videos, Products, and Related Resources;

3.1.7. not to (a) rent, lease or otherwise provide temporary access to the 24/7 Teach ® Technology and Service and/or the 24/7 Teach ® Training Materials, Videos, Products, and Related Resources except as provided above; (b) copy, alter or modify the 24/7 Teach ® Technology and Service and/or the 24/7 TEACH Training Materials, Videos, Products, and Related Resources, except as provided above, or, (c) allow others to do any of the foregoing;

3.1.8. to keep 24/7 TEACH informed as to any problems encountered with the 24/7 Teach ® Technology and Service and/or the 24/7 Teach ® Training Materials, Videos, Products, and Related Resources and any resolutions arrived at for those problems (collectively, “Resolutions”). Customer further agrees that 24/7 TEACH shall have any and all right, title and interest in and to any such Resolutions for the 24/7 Teach ® Technology and Service and/or 24/7 Teach ® Training Materials, Videos, Products, and Related Resources, without the payment of any additional consideration therefor either to Customer, its employees, or agents; and,

3.1.9. to promptly notify 24/7 TEACH immediately if the Customer becomes aware of any unauthorized use of the whole or any part of the 24/7 Teach ® Technology and Service and/or 24/7 Teach ® Training Materials, Videos, Products, and Related Resources by any third party.

3.2. Except as expressly and unambiguously provided herein, Customer further agrees that Customer shall be subject to the following requirements and that Customer shall perform the following obligations:

3.2.1. Customer’s Web site(s), as well as all courses, services, products, content, and instructors offered through such Customer Web Site(s) and Products, shall all be subject to the approval of 24/7 Teach . 24/7 TEACH reserves the right to approve or deny any such site, course, service, product, content, or instructor for any reason in 24/7 Teach ’s sole discretion;

3.2.2. Customer shall be responsible for all content Customer submits or provides for publication via 24/7 Teach ® Technology and Service. Customer acknowledges that Customer owns or has all necessary licenses, rights, consents, permissions, and authority to reproduce, distribute, publicly perform (including by means of a digital audio transmission), publicly display, communicate to the public, promote, market and otherwise use and exploit any such Customer works and/or content;

3.2.3. Customer shall be solely responsible for determining the fees Customer charges its customers and/or customers for use and/or access to the Customer Web Site(s) and Products;

3.2.4. All payments relating to and/or or arising from Customer Web Site(s) and Products shall be powered by Stripe or another third party provider as Customer may choose and thus all such transactions shall be subject to Stripe's 2.9% + $0.30 merchant processing fee or such other fees or charges as Stripe or Customer’s other provider(s) may require; and

3.2.5. Once a particular Stripe account is connected to Customer’s use the 24/7 Teach ® Technology and Service and the account established by Customer in connection therewith, including to collect payments from Customer customers, Customer may not replace that account with a different Stripe account. 24/7 TEACH thus highly discourages Customer from using that Stripe account for any other purpose besides the 24/7 Teach ® Technology and Service. For this reason, we recommend creating a brand new Stripe account for the sole purpose of collecting payments for Customer’s 24/7 Teach ® Technology and Service and Customer’s account associated therewith.

4. Trademark License and Attribution

4.1. Trademark License.

4.1.1. Each party owns trademarks for their respective products and/or services, including, but not limited to the Customer Web Site(s) and Products and the 24/7 Teach ® Technology and Service and the 24/7 Teach ® Training Materials, Videos, Products, and Related Resources. Such trademarks shall include, without limitation, all names, logos, designs and other designations or brands (collectively, “Marks”) used by each party in connection with their products and/or services.

4.1.2. Except as expressly set forth herein, each party shall grant the other party a nonexclusive, nontransferable, non-sub licensable license to refer to the granting party’s products and technologies using the associated Marks as set forth explicitly in this Agreement, provided that the Marks are (a) used only in the text of the relevant materials in the same type size and typeset as the surrounding text, (b) marked with the applicable or notices, and (c) attributed to the appropriate party in an appropriate location in such materials.

4.1.3. Except as expressly provided herein, no license or other rights with respect to Marks of either party hereto is conferred upon the other party. Each party acknowledges and agrees that all use of the other party’s Marks shall inure to the benefit of the owner of such Marks.

5. Fees and Payment

5.1. Fees and Payment. Customer agrees to pay 24/7 TEACH the fees and other charges (collectively “Fees”) as set forth for each license granted herein (the “License Grant”). Customer shall be responsible for any fees or charges incurred to access the 24/7 Teach ® Technology and Service and/or the 24/7 Teach ® Training Materials, Videos, Products, and Related Resources, including without limitation any costs associated with third party internet access providers, any bandwidth, data, or subscription charges, as well as any other third party service charges Customer may incur. In the event that either 24/7 Teach ® Technology and Service or the 24/7 Teach ® Training Materials, Videos, Products, and Related Resources are provided to Customer free of charge, the terms of this Customer License Agreement shall nonetheless apply. All fees shall be due in advance of the term covered (annually and/or monthly) and 24/7 TEACH shall have the right to terminate this Agreement and the License Grant for which payment is not received immediately should Customer fails to pay such fees in a timely manner.

5.1.1. All fees and charges incurred in connection with Customer’s account will be billed to the credit, debit or other payment card designated during the registration process and/or subsequently designated by Customer. Customer may change its card details by clicking its name in Customer’s “Settings” after logging on to the 24/7 TEACH Web site. Customer grants 24/7 TEACH permission to debit Customer’s account for the amount indicated on or after the indicated dates.

5.1.2. All annual, monthly, or other plans will continue and renew automatically as 24/7 TEACH may specify, unless properly cancelled. Customer is solely responsible for properly canceling Customer’s account by emailing 24/7 TEACH at invoice@247teach.org or such other email as 24/7 TEACH my designate and satisfying all other conditions as 24/7 TEACH may reasonably require.

5.1.3. If Customer initially signs up for a plan which includes a free or discounted trial period, and Customer does not cancel that account before the stated trial period expires, Customer will be billed for the full price of the plan starting on the day the trial period ends. If Customer cancels prior to the processing of its first invoice following the trial period, Customer will not be charged.

5.1.4. Any change (including any upgrade, downgrade or other modification) to any plan by Customer in a trial period will end the trial immediately. Customer will be billed for its first term period (i.e. the first annual or monthly period) immediately upon upgrading. For any upgrade or downgrade in plan level after any trial period, Customer’s credit, debit or other payment card will automatically be charged the new rate on Customer’s next billing cycle. Customer will be billed immediately for the prorated difference for the current billing cycle for any upgrade to any higher priced plan during that billing cycle. If a plan downgrade causes a credit to Customer’s account, this credit will be used toward Customer’s next billing cycle(s). This credit will not be refunded.

5.1.5. Customer acknowledges and agrees that Customer’s use may be subject to certain bandwidth limitations and that any excessive use of bandwidth, as 24/7 TEACH may determine in its sole discretion, may result in decreased performance of the 24/7 Teach ® Technology and Service for Customer’s Web Site(s) and Products until such bandwidth use is decreased, may result in temporary suspension of Customer’s use and/or access to the 24/7 Teach ® Technology and Service for Customer’s Web Site(s) and Products until such bandwidth use is decreased; and/or may result in additional charges to Customer for such excessive use; all as 24/7 TEACH may reasonably require and to be determined in 24/7 Teach ’s sole discretion, exercised reasonably and in good faith. 24/7 TEACH shall be entitled to bill any extra charges to Customer in Customer’s next billing cycle as provided herein.

5.1.6. User is responsible for any incurred foreign transaction fees, user credit card or bank fees, or differences and fluctuations in foreign exchange rates.

5.1.7. Customer shall be responsible for ensuring that all fees and charges owed to 24/7 TEACH are paid in a timely manner, as well as ensuring that all payment methods utilized by Customer remain up to date and working. In the event that any credit, debit or other payment card provided by Customer for payment of any such fees and/or charges, as well as any charge applied by 24/7 TEACH against any such card, is not honored, is reversed, or otherwise does not result in payment of 24/7 TEACH as provided herein, Customer shall remain liable for such fees and costs. All refunds shall be governed solely by the terms of this Agreement as provided below.

5.1.8. Any Customer who licenses the “Founders” plan shall entitled to a free Megaphone account. The free Megaphone account will remain free for as long as the Customer has an active “New” 24/7 TEACH account in good standing. It shall be Customer's responsibility to sign up for this Megaphone account following the instructions given to them, with valid billing information. Customer will NOT be billed as long as their “New” 24/7 TEACH account remains in good standing. If a Customer wishes to have an existing Megaphone account made free, it shall be Customer's responsibility to request this from invoice@247teach.org. Refunds will NOT be issued for months paid prior to contacting us to request the conversion.

5.1.9. Any Customer who licenses the “Founders” plan shall be entitled to have their existing “Old” 24/7 TEACH account converted to free. The free “Old” 24/7 TEACH account shall remain free for as long as the Customer has an active “New” 24/7 TEACH account in good standing. It shall be Customer's responsibility to request this from invoice@247teach.org. Refunds will NOT be issued for months paid prior to contacting us to request the conversion.

5.2. Taxes. All Fees are payable in United States dollars. All stated Fees are exclusive of any and all taxes, fees and duties, including without limitation any value added tax and/or sales tax, and Customer is solely responsible for payment of such taxes (excluding taxes based on 24/7 Teach ’s net income).

5.3. Refunds. All Fees shall be subject to 24/7 Teach ’s refund policy as posted on the 24/7 TEACH Web site, as it may be amended from time to time. All Fees shall be non-refundable thirty (30) days after payment thereof or thirty (30) days from the effective date of this Customer License Agreement, whichever is earlier. 24/7 TEACH SHALL HAVE THE RIGHT TO REFUSE ANY REFUND THIRTY (30) DAYS AFTER CUSTOMER’S PAYMENT FOR USE OF THE 24/7 TEACH ® TECHNOLOGY AND SERVICE AND/OR THE 24/7 TEACH ® TRAINING MATERIALS, VIDEOS, PRODUCTS, AND RELATED RESOURCES, REGARDLESS OF THE BASIS FOR CUSTOMER’S CLAIM FOR SUCH REFUND. In order to treat everyone equally, no exceptions will be made.

5.4. All Customers who purchased the “Founders” plan are entitled to a free Megaphone account. The free Megaphone account will remain free for as long as the Customer has an active New 24/7 TEACH account in good standing. It is the Customer's responsibility to sign up for this Megaphone account following the instructions given to them, with valid billing information. Customer will NOT be billed as long as their New 24/7 TEACH account remains in good standing. If a Customer wishes to have an existing Megaphone account made free, it is the Customer's responsibility to request this from invoice@247teach.org. Refunds will NOT be issued for months paid prior to contacting us to request the conversion.

5.5. All Customers who purchased the “Founders” plan are entitled to have their existing “old” 24/7 TEACH account converted to free. The free “old” 24/7 TEACH account will remain free for as long as the Customer has an active New 24/7 TEACH account in good standing. It is the Customer's responsibility to request this from invoice@247teach.org. Refunds will NOT be issued for months paid prior to contacting us to request the conversion.

6. Warranty and Disclaimer

6.1. Warranties. 24/7 TEACH represents and warrants that (i) it has the power and authority to enter into this Agreement and to fully perform its respective obligations hereunder; (ii) this Agreement has been executed by its duly authorized representative; and (iii) it is under no contractual or other legal obligation which would interfere in any way with the full, prompt, and complete performance of its obligations pursuant to this Agreement. 24/7 TEACH further represents and warrants that (i) the 24/7 Teach ® Technology and Service and the 24/7 Teach ® Training Materials, Videos, Products, and Related Resources are original, (ii) the 24/7 Teach ® Technology and Service and/or the 24/7 Teach ® Training Materials, Videos, Products, and Related Resources do not infringe any copyright or trademark rights of any third party nor, to the best of 24/7 Teach ’s knowledge, do they violate and patent rights of any third party, and (iii) Customer’s exercise of the license rights granted by 24/7 TEACH pursuant to this Agreement will not infringe any valid and subsisting patent, copyright or trademark rights owned by persons other than Customer.

6.2. Exclusions. This warranty does not extend to any 24/7 Teach ® Technology and Service and/or 24/7 Teach ® Training Materials, Videos, Products, and Related Resources that is modified or altered, is not used in a manner consistent with 24/7 Teach ’s recommendations. Furthermore, 24/7 TEACH does not warrant that the 24/7 Teach ® Technology and Service and/or 24/7 Teach ® Training Materials, Videos, Products, and Related Resources will work with or support all software or media, and/or all versions of all such software or media. THE COMPANY SHALL NOT BE RESPONSIBLE FOR ANY PERFORMANCE OR SERVICE PROBLEMS CAUSED BY ANY THIRD PARTY WEBSITE OR THIRD PARTY SERVICE PROVIDER (including, for example, Customer’s web service provider service, Customer’s software, Stripe payment services, and/or any updates or upgrades to that software). ANY SUCH PROBLEM SHALL BE GOVERNED SOLELY BY THE AGREEMENT BETWEEN CUSTOMER AND THAT PROVIDER.

6.3. EXCEPT AS PROVIDED IN SECTION 6.1 (WARRANTIES) ABOVE, (A) THE 24/7 TEACH ® TECHNOLOGY AND SERVICE AND THE 24/7 TEACH ® TRAINING MATERIALS, VIDEOS, PRODUCTS, AND RELATED RESOURCES AND ANY SERVICES PROVIDED BY 24/7 TEACH HEREUNDER (“SERVICES”) ARE PROVIDED “AS IS” AND “WHERE IS” BY 24/7 TEACH AND ARE ACCEPTED AS SUCH BY CUSTOMER, (B) 24/7 TEACH DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES RELATING TO THE 24/7 TEACH ® TECHNOLOGY AND SERVICE AND/OR THE 24/7 TEACH ® TRAINING MATERIALS, VIDEOS, PRODUCTS, AND RELATED RESOURCES, SERVICES AND DOCUMENTATION, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. 24/7 TEACH DOES NOT WARRANT THAT THE 24/7 TEACH ® TECHNOLOGY AND SERVICE AND/OR THE 24/7 TEACH ® TRAINING MATERIALS, VIDEOS, PRODUCTS, AND RELATED RESOURCES, DOCUMENTATION OR SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, OR THAT THE OPERATION OF THE 24/7 TEACH TRAINING MATERIALS, VIDEOS, PRODUCTS, AND RELATED RESOURCES AND (INCLUDING WHERE IN MACHINE-READABLE FORM) WILL BE UNINTERRUPTED OR ERROR FREE. 24/7 TEACHDOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE DATA CONTAINED IN THE 24/7 TEACH TRAINING MATERIALS, VIDEOS, PRODUCTS, AND RELATED RESOURCES. EXCEPT AS EXPRESSLY PROVIDED HEREIN, CUSTOMER AGREES THAT 24/7 TEACHWILL NOT BE LIABLE FOR ANY DAMAGES THAT CUSTOMER OR ITS CUSTOMERS MAY INCUR ARISING OUT OF THE USE OR INABILITY TO USE THE CUSTOMER PROJECT(S). THE COMPANY LIKEWISE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS OR GUARANTEES THAT CUSTOMER WILL EARN ANY MONEY USING THE SITE OR THE 24/7 TEACH ® TECHNOLOGY AND SERVICE AND/OR THE 24/7 TEACH ® TRAINING MATERIALS, VIDEOS, PRODUCTS, AND RELATED RESOURCES. CUSTOMER ACCEPTS ALL RESPONSIBILITY FOR EVALUATING CUSTOMER’S OWN EARNING POTENTIAL AS WELL AS EXECUTING CUSTOMER’S OWN BUSINESS AND SERVICES. THE CUSTOMER’S EARNING POTENTIAL IS ENTIRELY DEPENDENT ON THE CUSTOMER’S OWN PRODUCTS, IDEAS, TECHNIQUES; THE CUSTOMER’S EXECUTION OF THE CUSTOMER’S BUSINESS PLAN; THE TIME THE CUSTOMER’S DEVOTE TO THE PROGRAM, IDEAS AND TECHNIQUES OFFERED AND/OR UTILIZED; AS WELL AS THE CUSTOMER’S FINANCES, KNOWLEDGE AND SKILL. SINCE THESE FACTORS DIFFER AMONG ALL INDIVIDUALS, THE COMPANY CANNOT AND DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS OR GUARANTEES REGARDING THE CUSTOMER’S SUCCESS OR INCOME LEVEL.

7. Limitation on Liability

7.1. EXCEPT WITH RESPECT TO 24/7 TEACH ’S OBLIGATIONS PURSUANT TO SECTION 8 (INDEMNIFICATION), IN NO EVENT SHALL 24/7 TEACH BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR NOT, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS OF PROPERTY, EQUIPMENT, INFORMATION OR DATA, LOSS OF PROFITS, REVENUE OR GOODWILL, COST OF CAPITAL, COST OF REPLACEMENT SERVICES, OR CLAIMS FOR SERVICE INTERRUPTIONS OR TRANSMISSION PROBLEMS, OCCASIONED BY ANY DEFECT IN THE 24/7 TEACH TRAINING MATERIALS, VIDEOS, PRODUCTS, AND RELATED RESOURCES, THE INABILITY TO USE SERVICES PROVIDED HEREUNDER OR ANY OTHER CAUSE WHATSOEVER WITH RESPECT TO THE 24/7 TEACH TRAINING MATERIALS, VIDEOS, PRODUCTS, AND RELATED RESOURCES OR THIS AGREEMENT, REGARDLESS OF THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF THE OTHER PARTY HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

7.2. IN NO EVENT SHALL 24/7 TEACH 'S LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO 24/7 TEACHDURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE GIVING RISE TO SUCH CLAIM.

8. Indemnification

8.1. Customer shall indemnify, defend and hold 24/7 TEACH and its affiliates, officers, directors, agents and employees harmless from any losses, liabilities, damages, costs or expenses, including reasonable attorney’s fees, arising from any third party claim or action arising out of (a) any claim that the Customer Web Site(s) and/or any other act or omission of Customer infringes the copyright, trademark, trade secret rights, and/or other proprietary rights of a third party; (b) any breach by the Customer of its obligations under this Agreement; or, (c) any unauthorized alteration, modification, adjustment or enhancement made by the Customer to the 24/7 Teach ® Technology and Service and/or the 24/7 Teach ® Training Materials, Videos, Products, and Related Resources, provided (i) Customer is promptly notified of any and all threats, claims and proceedings related thereto, (ii) Customer shall have sole control of the defense and/or settlement thereof, and (iii) 24/7 TEACH provides Customer with reasonable assistance.

8.2. 24/7 TEACH shall indemnify, defend and hold Customer and its officers, directors, agents and employees harmless from liability resulting from any third party action or claim that the 24/7 Teach ® Technology and Service and/or the 24/7 Teach ® Training Materials, Videos, Products, and Related Resources infringes any third party copyright, trade secret or trademark of any third party; provided, however, that (i) 24/7 TEACH is promptly notified of any and all threats, claims and proceedings related thereto, (ii) 24/7 TEACH shall have sole control of the defense and/or settlement thereof, (iii) Customer furnishes to 24/7 Teach , upon request, information available to Customer for such defense, and (iv) Customer provides 24/7 TEACH with reasonable assistance. THE FOREGOING IS IN LIEU OF ANY WARRANTIES OF NON-INFRINGEMENT, WHICH ARE HEREBY DISCLAIMED.

8.3. The foregoing obligation of 24/7 TEACH does not apply to infringement claims pertaining to the 24/7 Teach ® Technology and Service and/or the 24/7 Teach ® Training Materials, Videos, Products, and Related Resources (a) where the 24/7 Teach ® Technology and Service and/or 24/7 Teach ® Training Materials, Videos, Products, and Related Resources is (i) modified by Customer (other than modifications made pursuant to express instructions from 24/7 Teach ), if the alleged infringement relates to such modification, (ii) combined with other processes or materials not supplied by 24/7 TEACH where the combination is the main cause of infringement; (iii) not used in accordance with this Agreement, to extent the claim of infringement arises from such use that is not in accordance with this Agreement; or (b) where Customer continues the allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement.

8.4. If the 24/7 Teach ® Technology and Service and/or the 24/7 Teach ® Training Materials, Videos, Products, and Related Resources becomes subject to a claim of infringement for which 24/7 TEACH may become liable, 24/7 TEACH may at its option (a) obtain the right for Customer to continue using the 24/7 Teach ® Technology and Service and/or the 24/7 Teach ® Training Materials, Videos, Products, and Related Resources; (b) replace or modify the 24/7 Teach ® Technology and Service and/or 24/7 Teach ® Training Materials, Videos, Products, and Related Resources to make it non-infringing, so long as the replacement or modification meets substantially similar specifications; or (c) terminate this Agreement.

9. Term and Termination

9.1. Term. Unless terminated earlier as provided herein, this Agreement shall commence upon Customer’s initial access to and use of the 24/7 Teach ® Technology and Service and shall remain in force for the time period or until the expiration date as specified by 24/7 TEACH or, if no such expiration date or time period is specified by 24/7 Teach , until terminated or cancelled (see Section 5.1.2 above) as provided herein (“Term”).

9.2. Termination. In addition to any other Either Party may terminate this Agreement if the other party materially breaches this Agreement and such material breach is not cured within thirty (30) days of written notice describing the breach. 24/7 Teach , in its sole discretion, also reserves the right to suspend or terminate Customer’s account and refuse any and all current or future use of the 24/7 Teach ® Technology and Service, for any reason at any time. Such termination of the 24/7 Teach ® Technology and Service may result in the deactivation or deletion of Customer’s account and/or Customer’s access to that account and/or Customer’s Web Site(s) and Products, and the forfeiture and relinquishment of all Customer’s Web Site(s) and Products maintained by 24/7 TEACH as part of Customer’s account and/or as part of Customer’s use of the 24/7 Teach ® Technology and Service. 24/7 TEACH reserves the right to refuse service to anyone for any reason at any time.

9.3. Effect of Termination/Expiration. Upon the expiration or termination of this Agreement: (a) all of Customer’s rights hereunder shall terminate and Customer shall immediately cease all use of the 24/7 Teach ® Technology and Service and/or the 24/7 Teach ® Training Materials, Videos, Products, and Related Resources; (b) all unpaid amounts due as of the expiration or termination date shall immediately become due and payable; (c) within fifteen (15) days of the expiration or termination date Customer shall, at its own expense, and at 24/7 Teach ’s sole option, either return all copies of the 24/7 Teach ® Technology and Service and/or the 24/7 Teach ® Training Materials, Videos, Products, and Related Resources and all the Documentation in its possession or control, or, shall destroy all copies of the 24/7 Teach ® Technology and Service and/or the 24/7 Teach ® Training Materials, Videos, Products, and Related Resources and the Documentation in its possession or control.

9.4. Modifications to the Service and Prices.

9.4.1. 24/7 TEACH reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, use of the 24/7 Teach ® Technology and Service (or any part thereof) with or without notice.

9.4.2. Prices of the 24/7 Teach ® Technology and Service, including but not limited to monthly subscription plan fees to the Service, are subject to change upon 30 days’ notice from 24/7 Teach . Such notice may be provided at any time by posting the changes to the 24/7 TEACH Web site or the 24/7 Teach ® Technology and Service itself.

9.4.3. 24/7 TEACH shall not be liable to Customer or to any third party for any modification, price change, suspension or discontinuance of the 24/7 Teach ® Technology and Service.

9.5. Survival. Sections 1 (Definitions), Section 2.4 (Ownership), Section 6 (Warranty and Disclaimer), Section 7 (Limitation of Liability), Section 8 (Indemnification), Section 9.3 (Effect of Termination), this Section 9.5 (Survival) Section 10 (Miscellaneous) shall survive the termination or expiration of this Agreement in accordance with their terms.

10. Miscellaneous

10.1. Waiver. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not be deemed or construed to be a waiver of such term or condition or any subsequent breach thereof.

10.2. Publicity and Press Releases. Customer acknowledges and agrees that 24/7 TEACH may use Customer’s Mark or the Mark identifying the Customer Project(s) solely for 24/7 Teach ’s promotional, marketing or advertising purposes.

10.3. Severability. It is agreed that if any provision, or part of a provision, of this Agreement is held to be invalid or unenforceable under any applicable statute or rule of law, then the parties shall use their best efforts to replace the invalid or unenforceable provision by a provision that, to the extent permitted by applicable law, achieves the purposes intended under the original provision and to allow the parties to have the intended benefit of their bargain. If it cannot be so reformed it shall be omitted. The balance of this Agreement shall remain valid and unchanged and in full force and effect.

10.4. Entire Agreement. This Agreement, together with its exhibits and attachments, constitutes the entire agreement and understanding between the parties relating to the subject matter hereof, supersedes all other agreements, oral or written, between the parties.

10.5. Assignment. This Agreement may not be assigned or sublicensed by Customer in whole or in part (by contract, merger, operation of law or otherwise) without the prior written consent of 24/7 Teach . This Agreement shall be binding upon and ensure for the benefit of the successors in title of the parties hereto.

10.6. Headings. Headings to clauses in this Agreement are for the purpose of information and identification only and shall not be construed as forming part of this Agreement.

10.7. Governing Law/Dispute Resolution. 24/7 TEACH may modify and/or revise this Agreement from time to time by updating this posting. Customer acknowledges and agrees that Customer shall be bound by any such revisions and that Customer should therefore periodically visit this page to review the then current terms and conditions to which it shall be bound. The laws of the State of California shall govern this Agreement. The parties hereby submit to the exclusive jurisdiction of the state and federal courts sitting in Orange County, California.

10.8. Force Majeure. Neither party shall be liable to the other for acts beyond its reasonable control including, but not limited to, acts of God, or public enemy, the acts or failure to act of any governmental authority, acts of civil or military authority, labor disputes, fires, wars, embargoes, epidemics, floods, unusually severe weather, or shortage or absence of power (including primary power and failure of backup systems).

10.9. No Third-Party Beneficiaries. No person not a party to this Agreement shall have or acquire any rights by reason of this Agreement nor shall any party hereto have any obligation or liability whatsoever to any such person by reason of this Agreement, except as otherwise expressly provided for herein.

Last Updated: November 10, 2015