Terms & Conditions

FOREDU AI PLATFORM TERMS AND CONDITIONS

These ForEdu AI Platform Terms and Conditions (“Terms”) are incorporated into any Order Form (as defined below) by and between the Customer named therein (“Customer”) and Origins AI Inc., doing business as ForEdu AI (“ForEdu AI”) (collectively, this “Agreement”).

1. SERVICES AND SUPPORT

1.1 ForEdu AI Platform. Subject to Customer’s compliance with the terms of this Agreement, including its payment Fees, ForEdu AI hereby grants to Customer a nonexclusive, limited, nontransferable right to access and use the ForEdu AI Platform as described on an order form referencing these Terms and executed by ForEdu AI and Customer (the “Order Form”) (including all related software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) and the content therein (other than Customer Data) as made available to Customer under this Agreement and as may be updated and modified by ForEdu AI from time to time, which may include third-party components, and the Documentation (collectively, the “Platform”), in object code form, via ForEdu AI’s internet-hosted web site, solely (i) for Customer’s own internal business and educational purposes, and (ii) for use by Authorized Users, and no other users, in support of Customer’s internal business and educational purposes, (iii) for the term of the Subscription Period (as defined and set forth in the applicable Order Form), and (iv) in accordance with this Agreement. ForEdu AI hereby grants to Customer a nonexclusive, limited, nontransferable right to use and copy the Documentation in support of the foregoing subscription. For purposes of this Agreement, “Documentation” means any standard user guide, manual or other explanatory materials regarding the Platform as provided by ForEdu AI to Customer, including as modified or updated by ForEdu AI from time to time

1.2 Services Generally. Subject to the terms of this Agreement, ForEdu AI shall perform certain professional customization and implementation services if and only to the extent expressly set forth in the Order Form (the “Services”). Each of ForEdu AI and Customer will fulfill its respective obligations with respect to such Services, if applicable, and will cooperate with the other to permit the timely performance of such Services. ForEdu AI’s obligations are contingent upon Customer’s timely performance of its obligations, Customer’s reasonable cooperation and any assumptions included in the Order Form or otherwise communicated by ForEdu AI to Customer. Any changes to the scope of such services shall become effective only upon the execution of a written amendment of the Order Form by authorized representatives of ForEdu AI and Customer.

1.3 Integration of Non-ForEdu AI Platforms.

(a) Customer may choose to use features within the Platform that involve integrations with Third-Party Platforms, and may enable data exchange between the Platform and the applicable Third-Party Platform. “Third-Party Platform” means any platform, add-on, service or product provided by any third party that Customer elects to integrate or enable for use with the Platform, including Customer’s own systems, software, or infrastructure. Use of Third-Party Platforms is subject to Customer’s agreement with the Third-Party Platform provider and/or compliance with such Third-Party Platform provider’s terms of use, as applicable. ForEdu AI does not make any representations or warranties with respect to any such Third-Party Platforms and does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability or interoperability or how the Third-Party Platforms use data received from the Platform.

(b) To the extent that the Platform permits Authorized Users (as defined below) to transmit information to and from Third-Party Platforms owned or managed by Customer, including via application programming interface, code snippet or other software, flat file upload, file transfer protocol, or otherwise, this section applies. Any such Third-Party Platform, or any other Third-Party Platform owned or controlled by Customer that interacts with the Platform or any output thereof, is a “Customer System”. Customer acknowledges and agrees that in order to provide access to the Platform, ForEdu AI must be able to, and Customer hereby grants ForEdu AI the right to access, test, and periodically audit any Customer System and its connection to the Platform, if applicable. ForEdu AI does not control and has no responsibility or liability whatsoever for Customer Systems, including their security, functionality, operation, availability or interoperability or how Customer Systems, including but not limited to Third-Party Platforms, use or process data received from the Platform.

1.4 Hosting and other Providers. In order to provide access to the Platform, ForEdu AI may use third party platform hosting providers and other services providers or affiliates to support the Platform in the ordinary course of its business (not specifically for Customer) (“Service Providers”). ForEdu AI reserves the right to engage and change, discontinue or replace a Service Provider from time to time as it deems appropriate, provided there is no material change to, discontinuation or termination of the Platform or applicable data protection and IT-security standards related to the Platform.

2. CUSTOMER RESTRICTIONS AND RESPONSIBILITIES

2.1 Access. The Platform may only be accessed by Customer’s employees or representatives of Customer authorized by Customer (“Authorized Users”) who have established a valid password and username (“Credentials”). Customer shall be solely responsible for: (a) all Credentials established by or on behalf of Customer and any Authorized User, (b) verifying the identity of each Authorized User through the use of two-factor authentication and validating use of Credentials by each Authorized User, (c) providing any required parental consents and otherwise complying with all applicable law, including, related to use of the Platform by the Authorized Users, and (d) monitoring Authorized User access to the Platform to ensure that only those permitted to access and use the Platform do so. Customer shall institute contractual, technological and/or functional procedures and processes as necessary to monitor use of Credentials and to protect and require Authorized Users to protect their Credentials. The Platform may not be accessed or used by any individuals under age eighteen (18), and no individuals under age eighteen (18) are permitted to provide or submit information or personal information to the Platform. As between ForEdu AI and Customer, Customer shall assume all responsibility and liability with respect to access and use of the Platform by or on behalf of Customer and all Authorized Users, including ensuring compliance with all of the obligations and restrictions set forth in this Agreement and with applicable law. Customer shall promptly inform ForEdu AI of any unauthorized use of the Platform or breach of this Agreement or applicable law by Customer or any of its Authorized Users. ForEdu AI shall have the right to access any Customer or Authorized User account in the Platform in connection with the provision and support of the Platform.

2.2 Use Restrictions. Customer will not, directly or indirectly, and shall not permit any third party, including Authorized Users, to: (i) reverse engineer, decode, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform or make any derivative works thereof, (ii) copy, in whole or in part, the Platform or any component thereof, (iii) modify, enhance, translate, combine with other programs, or create derivative works based on the Platform, (iv) sublicense, sell, rent, lease, transfer, distribute, or use the Platform for timesharing or service bureau purposes or otherwise for the benefit of a third party, (v) use the Platform to send spam or otherwise send content in violation of applicable laws, (vi) use the Platform to send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material or (vii) remove any proprietary notices or labels from the Platform or from materials received from the Platform. Customer shall not access or use the Platform if and to the extent Customer is legally prohibited to do so. Customer shall not access or use the Platform if Customer is a competitor of ForEdu AI or for purposes of monitoring the Platform’ availability, performance or functionality, or for any other benchmarking or competitive purposes. In addition, Customer and Authorized Users shall not, directly or indirectly: (a) use any robot, spider, site search or retrieval mechanism or other manual or automatic device or process to retrieve, index, data mine, or in any way reproduce or circumvent the navigational structure or presentation of the Platform, (b) harvest or collect information about or from other users of the Platform, (c) probe, scan or test the vulnerability of the Platform, nor breach the security or authentication measures of the Platform, or take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Platform, or (d) attempt to gain unauthorized access to the Platform or its related systems or networks, or (e) create Internet “links” to the Platform or “frame” or “mirror” any content therein.

2.3 Usage Limitations. The Order Form may set forth Authorized User limits, data stream limits, and/or other usage limitations, and use of the Platform is restricted to such limitations as set forth in the Order Form. Authorized User Credentials may be transferred from one individual person to another but may not be shared or used concurrently by more than one Authorized User at a time. Customer shall permit and hereby permits ForEdu AI to conduct a reasonable audit, upon reasonable notice and during normal business hours, of Customer’s compliance with any usage limits. If Customer’s usage exceeds the limits set forth in the Order Form, Customer will be responsible for paying any additional usage fees applicable to such excessive usage.

2.4 Compliance. Customer represents, covenants and warrants that Customer will access and use the Platform (and will ensure that the access and use of the Platform by or on behalf of Customer and Authorized Users is) in compliance with this Agreement, ForEdu AI’s standard published policies then in effect, and all applicable laws, rules and regulations, including the Children’s Online Privacy Protection Act, Family Educational Rights and Privacy Act, Pupil Rights Amendment and any other applicable federal, state or local child protection and data privacy laws, guidance, rules and regulations (collectively, “Student Privacy Laws”). Customer represents and warrants that Customer is solely responsible for complying with Student Privacy Laws.

2.5 Equipment. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Platform, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and related information, and the like (collectively, “Requisites”). Customer shall also be responsible for the Requisites in all respects, including maintaining the security of the Requisites.

2.6 Suspension. Notwithstanding anything to the contrary in this Agreement, ForEdu AI may immediately suspend Customer’s and/or any Authorized User’s access to the Platform in whole or in part, without liability, if (a) Customer breaches this Agreement, (b) Customer’s and/or its Authorized Users’ actions risk harm to ForEdu AI or other customers or the security, availability or integrity of the Platform, (c) Customer, or any Authorized User, is using the Platform for fraudulent or illegal activities, (d) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding, (e) ForEdu AI’s provision of the Platform to Customer or any Authorized User is prohibited by applicable law, or (f) any third party provider of ForEdu AI has suspended or terminated ForEdu AI’s access to or use of any third-party services or products required to enable Customer to access the Platform. Where practicable, ForEdu AI will use reasonable efforts to provide Customer with prior notice of the suspension. As applicable, once Customer resolves the issue requiring suspension, as reasonably determined by ForEdu AI, ForEdu AI will promptly restore Customer’s access to the Platform.

3. INFORMATION AND DATA

3.1 Customer Data. As between Customer and ForEdu AI, Customer is solely responsible for the accuracy, completeness, validity, authorization for use (including transmission) and integrity of all Customer Data, regardless of form or format and for maintaining an appropriate backup of such Customer Data. “Customer Data” is the information provided by or on behalf of Customer or any Authorized User to ForEdu AI to enable Customer and/or the Authorized User’s access to or use of the Platform, which may include personally identifiable information, student data, and user content. ForEdu AI will only collect Customer Data to the extent necessary to provide the Platform to Customer and otherwise fulfill its duties and exercise its rights under this Agreement. Customer acknowledges and agrees that (i) Customer will be required to provide certain Customer Data to the Platform to enable its operation, and (ii) the Platform is designed to act on direction given to it by or on behalf of the Customer, and that Customer is solely responsible for such direction and the results thereof. Customer represents and warrants that Customer has the right to provide all Customer Data to ForEdu AI, including any Customer Data that includes data or information received by Customer from a third party or any Authorized Users (collectively, “Third Party Data”) and has obtained all necessary consent where applicable for the Platform to capture and use such Third Party Data pursuant to the terms of Section 3.2 and to perform such actions as the Platform may perform. However, “Customer Data” shall not include ForEdu AI’s optional user survey responses, provided that such survey responses are de-identified and do not include personal information.

3.2 License to Customer Data. Customer hereby grants to ForEdu AI a limited, nonexclusive, sublicensable, royalty-free, right and license to access, store, reproduce, display, handle, perform, transmit, test, modify, process, combine with other data, and otherwise use Customer Data (i) for performance of ForEdu AI’s obligations and exercise of ForEdu AI’s rights under this Agreement and (ii) to create derivatives of such data, solely in de-identified and aggregated form (such derivatives, “Aggregated Data”). ForEdu AI shall not use Customer Data to advertise or market to Authorized Users or parents of student Authorized Users. ForEdu AI shall provide Customer copies of all Customer Data currently held by ForEdu AI upon Customer’s reasonable request. Customer agrees that Aggregated Data shall not be considered Customer Data and ForEdu AI shall own all right, title, and interest in all Aggregated Data and in such improvements and derivative works. The Aggregated Data will be deemed ForEdu AI’s Proprietary Information, and Customer acknowledges that ForEdu AI may use the Aggregated Data for any lawful purpose, both during and after the Subscription Period, including but not limited to (a) for its own business purposes, including, but not limited to, the identification of trends and the formulation of statistics and generating Machine Learning Output, and may disclose the same, (b) to develop and improve the Platform, including to generate, use, and disclose the Machine Learning Output, and (c) to create and distribute reports and other materials regarding use of the Platform. For purposes of this Agreement, “Machine Learning Output” means all learnings, trained algorithms, trained models, optimizations, predictions, patterns and other output generated by employing artificial intelligence techniques (including machine learning), to the extent the foregoing is generated in connection with the provision of the Services to, or use of the ForEdu AI Platform by or on behalf of, Customer or Authorized Users, including all encodings and derivatives thereof. Aggregated Data will have all personal identifiers removed and ForEdu AI agrees not to attempt to re-identify any Aggregated Data or transfer any Aggregated Data to another party unless such other party agrees not to attempt to re-identify such Aggregated Data.

3.3 Student Data Privacy Agreement. ForEdu AI’s processing of any Customer Data that is regulated by or protected under applicable Student Privacy Laws (“Student Data”) shall be governed by the Student Data Privacy Agreement entered into by and between Customer and ForEdu AI. Without limitation of the foregoing or the Data Processing Agreement, ForEdu AI shall (i) collect, process, store, and disclose Student Data solely to provide the Platform and Services to Customer as set forth in the Order Form and This Agreement; (ii) implement and maintain appropriate administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Student Data; and (iii) retain Student Data no longer than needed to provide the Platform and the Services, and delete Student Data upon request of the Customer. For avoidance of doubt, ForEdu AI may process Student Data, including in Aggregated Data form, in accordance with Section 3.2 above.

4. INTELLECTUAL PROPERTY IN THE SERVICES

4.1 Platform. As between Customer and ForEdu AI, ForEdu AI shall own and retain all right, title and interest in and to (a) the Platform and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Platform or the Services, or any other implementation services or support, including any of the foregoing developed by ForEdu AI to connect to or receive Customer Data, and (c) all intellectual property rights related to any of the foregoing. Nothing contained herein shall be construed as granting Customer any rights in or to the Platform, other than the right to use the Platform as expressly stated herein.

4.2 Feedback. The parties acknowledge and agree that ForEdu AI may solicit and Customer may provide to ForEdu AI suggestions, ideas, enhancement requests, feedback, recommendations, or other information relating to the Platform and Services (the “Feedback”). Customer hereby assigns to ForEdu AI, all right, title and interest in and to all Feedback and ForEdu AI shall have an unrestricted right to disclose, use and incorporate the Feedback for any lawful purpose without duty or obligation to Customer, and Customer acknowledges that any improvements, modifications and changes arising from or in connection with the its contribution to the Platform or Services are the exclusive property of ForEdu AI provided, however, that ForEdu AI will not use Customer’s name in connection with any such use or disclosure. Feedback constitutes ForEdu AI’s Proprietary Information.

5. CONFIDENTIALITY; PROPRIETARY RIGHTS

5.1 Proprietary Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of ForEdu AI includes information regarding features, functionality and performance of the Platform and Services. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, (ii) not to use (except in the provision of the Platform or performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information and (iii) to notify the Disclosing Party promptly and in writing of the circumstances surrounding any suspected possession, use or knowledge of any such Proprietary Information or any part thereof at any location or by any person or entity other than those authorized by this Agreement. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the expiration or earlier termination of this Agreement. The Disclosing Party further agrees that Proprietary Information does not include any information that the Receiving Party can document (a) is or becomes generally available to the public without a breach by the Receiving Party of the terms of this Agreement or any other wrongful act by Receiving Party, (b) was in its possession or known by Receiving Party prior to receipt from the Disclosing Party, (c) was rightfully disclosed to Receiving Party without restriction by a third party, or (d) was independently developed by Receiving Party without use of, reliance on, or reference to any Proprietary Information of the Disclosing Party.

5.2 Permitted Disclosures. The Receiving Party may disclose the Disclosing Party’s Proprietary Information if required to be disclosed pursuant to administrative or court order, government or regulatory investigation or requirement, applicable laws, or arbitration or litigation arising out of this Agreement; provided, however, that to the extent permissible, the Receiving Party shall (i) in advance of any such disclosure and unless restricted by applicable laws, promptly notify the Disclosing Party in order to enable the Disclosing Party reasonable time to seek a protective order with respect to the requested information or otherwise challenge or oppose the disclosure requirement, (ii) cooperate with the Disclosing Party (at the Disclosing Party’s cost) in such efforts, and (iii) only disclose that portion of the Proprietary Information that is required to be disclosed (based on the advice of its counsel).

6. PAYMENT OF FEES

6.1 Fees Generally. Customer will pay ForEdu AI the then applicable fees described in the Order Form for the access to and use of the Platform and any Services in accordance with the terms therein (the “Fees”). If Customer’s use of and access to the Platform, or use of the Services, requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. ForEdu AI reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Term (as set forth in the applicable Order Form) or then-current Renewal Term (as set forth in the applicable Order Form), upon thirty (30) days prior notice to Customer. If Customer believes that ForEdu AI has billed Customer incorrectly, Customer must provide written notice to ForEdu AI specifying the alleged issue no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Prepaid Fees are not refundable. Overdue unpaid amounts may be subject to a late payment charge of 1.5% per month on any undisputed outstanding balance, or the maximum amount permitted by law, whichever is lower, plus all reasonable expenses of collection, and may result in immediate suspension or termination of the Customer’s and its Authorized User’s access to and use of the Platform and receipt of the Services. Customer shall be responsible for all taxes associated with the Platform and the Services other than U.S. taxes based on ForEdu AI’s net income. All amount shall be paid in United States dollars.

7. TERM AND TERMINATION

7.1 Term. Subject to earlier termination as provided below, this Agreement is for the Subscription Period, and shall be renewed as set forth in the Order Form, unless either party provides written notice of non-renewal as set forth in the Order Form.

7.2 Termination for Cause. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment or in the event the material breach is not curable), if the other party materially breaches any of the terms or conditions of this Agreement and fails to cure such material breach within such thirty (30) day period.

7.3 Effect of Termination. Upon termination of this Agreement, Customer shall pay any balance due to ForEdu AI pursuant to Section 6, Customer’s right to access or use the Platform shall immediately cease and, except as otherwise provided herein, ForEdu AI will have no obligation to maintain, deliver, or provide access to any Customer Data and ForEdu AI may purge all Customer Data in its possession except to the extent prohibit by applicable law. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, indemnification obligations and limitations of liability. Expiration or termination of this Agreement shall immediately terminate all subscription and access rights granted to Customer herein.

8. WARRANTY AND DISCLAIMER

8.1 Security. ForEdu AI uses industry standard security precautions designed to prevent unauthorized access to the Platform and Customer Data. ForEdu AI shall promptly notify Customer of any material unauthorized use of or access to the Platform by an unauthorized person or entity that affects the security of the Customer’s Proprietary Information and that is known to ForEdu AI. The parties shall reasonably assist each other in investigating such unauthorized act and take such action as is reasonably necessary to prevent the continuation or recurrence thereof.

8.2 Disclaimer. ForEdu AI shall use commercially reasonable efforts consistent with industry standards to maintain the Platform in a manner that minimizes errors and interruptions in Customer’s access to and use of the Platform. The Platform may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by ForEdu AI or by third-party providers, or because of other causes beyond ForEdu AI’s reasonable control. ForEdu AI shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. FOREDU AI DOES NOT WARRANT THAT THE PLATFORM AND ANY ASSOCIATED SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR COMPLETELY SECURE OR VIRUS FREE, OR THAT THEIR FUNCTIONS WILL MEET ANY PARTICULAR REQUIREMENTS, OR THAT PROGRAM DEFECTS OR ERRORS ARE CAPABLE OF CORRECTION OR IMPROVEMENT; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLATFORM. THE FOREDU AI PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS AND FOREDU AI IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING ARE RAPIDLY EVOLVING FIELDS OF STUDY AND, GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, USE OF THE FOREDU AI PLATFORM MAY IN SOME SITUATIONS RESULT IN INCORRECT OR INACCURATE OUTPUT. CUSTOMER MUST EVALUATE THE ACCURACY OF ANY OUTPUT OF THE FOREDU AI PLATFORM AS APPROPRIATE FOR ITS USE CASE, INCLUDING BY USING HUMAN REVIEW, AND CUSTOMER ACCEPTS SOLE RESPONSIBILITY FOR, AND ACKNOWLEDGES THAT IT EXERCISES ITS OWN INDEPENDENT JUDGMENT IN, ITS SELECTION AND USE OF THE FOREDU AI PLATFORM OUTPUT AND ANY RESULTS OBTAINED THEREFROM. CUSTOMER IS SOLELY RESPONSIBLE FOR ANY DECISIONS MADE BASED ON THE USE OF THE PLATFORM. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND FOREDU AI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY

9.1 Damages Waiver. EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY (NOR ITS SUPPLIERS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE. WITHOUT LIMITING THE FOREGOING, FOREDU AI IS NOT LIABLE FOR ANY DAMAGES OR OTHER AMOUNTS IN CONNECTION WITH ANY DISPUTES OR CLAIMS BETWEEN OR AMONG CUSTOMER AND ANY AUTHORIZED USER.

9.2 Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S (AND ITS LICENSORS AND SUPPLIERS’) ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED IN AGGREGATE THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO FOREDU AI DURING THE TWELVE (12) MONTHS PRIOR TO THE ACT OR OMISSION GIVING RISE TO THE CLAIM.

9.3 Excluded Claims. “Excluded Claims” means: (a) Customer’s breach of Sections 2, 3 or 5; or (b) amounts payable under Section 10.

9.4 Nature of Claims and Failure of Essential Purpose. The waivers and limitations in this Section 9 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

10. INDEMNITY

10.1 By ForEdu AI. ForEdu AI will defend Customer from and against any third-party claim to the extent alleging that the Platform, when used by Customer as authorized in this Agreement, infringes or misappropriates the claimant third party’s registered U.S. patent, copyright or trademark, and will indemnify and hold harmless Customer against any damages or costs awarded against Customer (including reasonable attorneys’ fees) or agreed in settlement by ForEdu AI resulting from the claim. In response to an actual or potential infringement claim, if required by settlement or injunction or as ForEdu AI determines necessary to avoid material liability, ForEdu AI may at its option: (a) procure rights for Customer’s continued use of the Platform, (b) replace or modify the allegedly infringing portion of the Platform to avoid infringement without reducing the Platform’s overall functionality or (c) terminate the affected Order Form and refund to Customer any pre-paid, unused Fees for the terminated portion of the applicable Subscription Period. ForEdu AI’s obligations in this Section 10.1 do not apply (i) to infringement resulting from Customer’s modification of the Platform or use of the Platform in combination with items not provided by ForEdu AI, (ii) to unauthorized use of the Platform, (iii) to infringement arising from a breach by Customer of any provision of this Agreement, (iv) if Customer settles or makes any admissions about a claim without ForEdu AI’s prior consent or (v) claims indemnifiable under Section 10.2. This Section 10.1 sets out Customer’s exclusive remedy and ForEdu AI’s entire liability regarding infringement of third-party intellectual property rights.

10.2 By Customer. Customer will defend ForEdu AI from and against any third-party claim to the extent arising in connection with (a) any Customer Data, including Third Party Data, provided by or on behalf of Customer, (b) Customer’s use of or access to the Platform, (c) any failure to secure any required consents from third parties related to Customer Data, including Third Party Data, and (d) any breach by Customer of any provision in this Agreement, and will indemnify and hold harmless ForEdu AI against any damages or costs awarded against ForEdu AI (including reasonable attorneys’ fees) or agreed in settlement by Customer resulting from such claims.

10.3 Requirements. The indemnified party shall provide to the indemnifying party: (a) prompt notice of the claim (except to the extent a failure to receive notice does not materially prejudice the defense of the claim), (b) the exclusive right to control and direct the investigation, defense and settlement of the claim and (c) all reasonably necessary cooperation of the indemnified party, at the indemnifying party’s expense for reasonable out-of-pocket costs. The indemnifying party may not settle any claim without the indemnified party’s prior consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action. The indemnified party may participate in a claim with its own counsel at its own expense.

11. MISCELLANEOUS

11.1 Publicity. Neither party may publicly announce this Agreement except with the other party’s prior consent or as required by applicable law. However, ForEdu AI may include Customer and its trademarks in ForEdu AI’s customer lists and promotional materials but will cease this use at Customer’s written request.

11.2 Export Control Laws. Each party shall comply with the export control laws of the United States which are applicable to the Platform, and which may prohibit use of the Platform in certain sanctioned or embargoed countries.

11.3 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

11.4 Assignment. This Agreement is not assignable, transferable or sublicensable by Customer except with ForEdu AI’s prior written consent. ForEdu AI may transfer and assign any of its rights and obligations under this Agreement without consent.

11.5 Entire Agreement. This Agreement together is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. The parties negotiated this Agreement in good faith and at arms-length. Any ambiguities in the language of this Agreement are not to be construed or resolved against either party based on the fact that such party was principally responsible for drafting this Agreement.

11.6 Amendments. Any amendments, modifications or supplements to this Agreement must be in writing and signed by each party’s authorized representatives or, as appropriate, agreed through electronic means provided by ForEdu AI. Nonetheless, with notice to Customer, ForEdu AI may modify any policies referenced herein to reflect new features or changing practices, but the modifications will not materially decrease ForEdu AI’s overall obligations during the Subscription Period. The terms in any Customer purchase order or business form will not enhance, amend or modify this Agreement and are expressly rejected by ForEdu AI; any of these Customer documents are for administrative purposes only and have no legal effect.

11.7 Waiver. The waiver by either party of a breach or a default of any provision of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by such party.

11.8 Independent Contractors. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind ForEdu AI in any respect whatsoever.

11.9 Attorneys’ Fees. Should any dispute arise regarding this Agreement, the prevailing party shall be entitled to receive its reasonable legal fees and costs as awarded by a court of competent jurisdiction.

11.10 Third Party Beneficiaries. This Agreement is for the sole benefit of the parties and their respective permitted successors and permitted assignees.

11.11 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

11.12 Force Majeure. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) due to events beyond its reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, refusal of government license or natural disaster.

11.13 Subcontractors. ForEdu AI may use subcontractors in connection with the provision of the Platform and the Services. ForEdu AI shall notify Customer of any subcontractor that has access to Customer Data in connection with this Agreement. ForEdu AI remains responsible for such subcontractors’ compliance with this Agreement and for ForEdu AI’s overall performance under this Agreement.

11.14 Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.