WOOLF INC.

2. Services

Services will include:

    2.1. Technology Services. Woolf will provide technology services to the Customer under the MSA ("Technology Services"). Technology Services will include:

         2.1.1. Platform Services: Woolf will provide a Platform to host the Customer Data and for performance of such other activities under the MSA which require the use of Platform ("Platform Services").

         2.1.2. Digital Nomination Services: Woolf will provide digital nomination services to the Customer under the MSA ("Digital Nomination Services"). Digital Nomination Services are subject to the applicable terms of specific HEI and its Courses or Degree. Digital Nomination Services will include the services mentioned in Section 2.1.3 below.

         2.1.3. Woolf will digitally nominate a digital constituent member college on behalf of the Customer at one or more HEI, including sharing all applicable data, subject to the respective Quality Assurance Policy and Quality Practices Policy of the HEI, which are available at https://woolf.university/legal. Degrees, credits, courses, and certificates may be processed or issued by the HEI, as applicable.

              2.1.3.1. Woolf will name the constituent member digital college, at one or more HEI, with the recommendations of the Customer. The final selection for the digital college name will be at the discretion of Woolf and the HEI. For the sake of clarity, and without limitation to the foregoing, the constituent member digital college is a wholly constituent, controlled, and integral part of the relevant HEI, and its address is that of the respective HEI’s address.

              2.1.3.2. Woolf will use its technology to provide digital accreditation compliance services to the constituent member digital college on its Platform, such as maintaining records of compliance for Courses and Degrees, including evaluating Course Content for Degrees; or will, as recommended by the Customer to the applicable HEI, evaluate in view of academic and regulatory standards recommended students or staff for the HEI; and will evaluate and create digital records of Student learning activities and consumption of Course Content such that the eligible Students can justifiably be issued with academic credits by the HEI in compliance with its applicable quality assurance polices and academic standards, such that where Students have earned enough credits, they will be recommended for being issued with the relevant Degree.

                   2.1.3.2.1. Degrees issued with ECTS credits will normally be issued by Woolf Education Ltd, 66, Old Theatre, Valletta VLT 1427, Malta, which is a licensed Higher Education Institution with license number 2019-015. Woolf Education Ltd is subject to its Quality Assurance Policy, which is available at https://woolf.university/legal/quality-assurance-eu and Quality Practices Policy, which is available at https://woolf.university/legal/quality-practices-policy-mt.

                   2.1.3.2.2. Degrees, credits, Courses, and certificates may, at Woolf’s discretion, be processed or issued by other Woolf affiliated entities, including but not limited to Woolf GmbH, Täfernstraße 16, 5405 Baden-Dättwil, Switzerland. Woolf GmbH is subject to its Quality Assurance Policy, which is available at https://woolf.university/legal/quality-assurance-ch and Quality Practices Policy, which is available at https://woolf.university/legal/quality-practices-policy-ch.

              2.1.3.3. Customer, subject to the respective Quality Assurance Policy of the HEI, shall have the right to request recommendation for the following to the digital college:

                   2.1.3.3.1. A college dean and academic board;

                   2.1.3.3.2. Curriculum for teaching;

                   2.1.3.3.3. Teachers for teaching; and

                   2.1.3.3.4. students for enrollment.

However, final selection of above will be at the discretion of Woolf and the respective HEI as per the Quality Assurance Policy and Quality Practices Policy of the respective HEI.

              2.1.3.4. The teachers of the Customer shall also be the teachers of the digital college subject to the respective Quality Assurance Policy and Quality Practices Policy of the HEI. The Students and teachers of the digital college, pursuant to this MSA, shall enter into separate ancillary agreements to capture the terms and conditions of their relationship with Woolf, Customer and the HEI (with its digital college). For the sake of clarity, and without limitation to the foregoing, Woolf, inter alia, shall not be liable for: (a) the delivery of Courses to the Students; (b) making payments to the teachers; (c) providing refunds to the Students; and (d) providing support services to the Students.

    2.2. StudyTrack Services. Subject to the applicable HEI’s Policy on the Recognition of Prior Learning (RPL), Woolf may incorporate approved non-Degree learning Data on the Platform for learners and thereby create a learning record eligible for admission or progress in a Course or Degree ("StudyTrack"). Progress in a Course or Degree will not be recognized unless a Student is actually Enrolled in a Course or Degree.

         2.2.1. Data submitted by Students for RPL

              2.2.1.1. Recognition of Prior Learning ("RPL") is the process by which a Student submits evidence on their own behalf, demonstrating their own formal and informal learning experiences, which can be assessed for admission to a Degree (if they are not otherwise eligible for admission), or progress in a Degree, or exemption from certain progress or credit requirements in a Degree.

              2.2.1.2. Woolf makes available to Students the ability to submit evidence and request a review of their non-Degree work experience and educational qualifications for RPL. When a student initiates such a request to Woolf, the fee for this review is $200 USD and is payable by the student, at the time of requesting an RPL evaluation. This fee publicly noted at https://help.woolf.education/hc/en-us/articles/10009889206300-Recognition-of-Prior-Learning-Policy.

              2.2.1.3. Customer agrees to pay the StudyTrack fee for RPL on behalf of Students at the agreed rate.

         2.2.2. Performance-Based Admission

              2.2.2.1. If a student does not meet the standard entry requirements for their Degree (e.g., an EQF6 degree requirement for admission to an EQF7 Master’s program), and the student does not seek admission on the basis of RPL, then they will be placed on a Performance-Based Admission ("PBA") pathway. PBA students are fully enrolled in the HEI and the digital college, but not matriculated in the Degree, and formal enrollment in the Degree is contingent upon the PBA Student meeting the conditions outlined in the letter of enrollment and conditional offer.

              2.2.2.2. Woolf will issue to PBA Students a letter of enrollment in the HEI and digital college along with a conditional offer of matriculation into the Degree, detailing the specific requirements to achieve full Degree admission status. These requirements are regulated and subject to change and currently include, but are not limited to, the successful completion of at least 25% of program modules or a minimum of 250 hours (whichever is greater) with a grade of 90% or higher according to Woolf’s grading scale. The admission criteria in the letter of enrollment and conditional offer are subject to change, and any revisions will be communicated in Woolf’s public PBA Policy.

              2.2.2.3. Woolf’s Seats Fee as mentioned in the Order will apply upon the initiation of enrollment for a conditional admission of PBA student in a Degree program.

              2.2.2.4. A StudyTrack Conversion Fee is always applicable to a PBA Student and will be calculated at the rate in the Order, and is payable upon the initiating enrollment or the issuance of the "letter of enrollment and conditional offer" to a PBA Student, whichever is first. For clarity, Performance-Based Admissions will always be treated as a separate Conversion Event, and as such, the StudyTrack Conversion Fee for a PBA Student will always be charged independently of and in addition to any other applicable StudyTrack fees which may occur in proximity to the Performance-Based Admission.

              2.2.2.5. No refunds will be provided by Woolf to PBA students who fail to meet the admission criteria as stated in the letter of enrollment and conditional offer. Woolf is not responsible for providing adequate support for the successful progression of PBA Students.

         2.2.3. Standard data sources for StudyTrack submitted by Customer on behalf of Students

              2.2.3.1. Airlock Data. For Active StudyTrack Non-Degree Students, Woolf will evaluate and may incorporate learning data that is provided by Woolf’s proprietary combination of SDK and API ("Airlock Data").

              2.2.3.2. CSV Data. For Historical StudyTrack Non-Degree Students, Woolf will evaluate and may incorporate learning data provided by Customer as an export of learning activity from a learning management system in an approved format, such as a CSV file ("CSV Data"). Woolf limits the use of CSV data to specific learning activities, which do not create a sufficient record for credit issuance or exemption by themselves and therefore require Remediation. Limitations are subject to change; currently Woolf accepts: (1) Regular Assignment submissions (but not Summative Assignment submissions), (2) Grades, and (3) Meeting attendance (provided a recording, transcript, or similar record is also provided).

              2.2.3.3. Off Platform Accredited Data. Woolf will evaluate and may incorporate learning data provided by Customer, or learner or Students, as evidence of prior learning when that evidence originates in another accredited higher education institution recognized by the national authorities in the country of issuance ("Off Platform Accredited Data"). Evidence may include academic transcripts, degree certificates, examination evidence, or syllabi.

              2.2.3.4. Off Platform Unaccredited Data. Woolf will evaluate and may incorporate learning data provided by Customer, or learner or Students with the approval of Customer, as evidence of prior learning when that evidence originates in another institution or training center or workplace environment that is not recognized by the national authorities in the country of issuance ("Off Platform Unaccredited Data"). An audit of the entire institution and its leaning program may be deemed by Woolf to be required prior to assessing evidence of the learner’s engagement with that learning program. Evidence may consist of attendance records, evidences of fees paid, assignment or examination scores, informal certificates, or other evidence of learning.

              2.2.3.5. Audited Institution Data. Upon agreement by the Parties (including any additional fees) , Woolf may evaluate a learning institution in order to determine whether programs as built, and programs as reported to have been completed by learners, may be deemed to meet the standards of credit issuance, credit exemption, or progress towards a Course or Degree ("Audited Institution Data").

         2.2.4. StudyTrack Limitations.

              2.2.4.1. StudyTrack is an optional benefit and not required for successful Degree admission or completion. Customer acknowledges that regulatory, operational, and technical constraints apply to StudyTrack, that those constraints are subject to change at any time, and that those constraints may be specific to particular sources of data ("Limitations"). Combining data sources and other Woolf licensing products or features may introduce additional Limitations.

              2.2.4.2. Remediation. Customer acknowledges that the data provided may result in study-hours and progress towards a Course or Degree but not wholly satisfy the requirements of credit exemption or issuance, and that Remediation to complete the record may be required for credit exemption or issuance ("Remediation"). Remediation is entirely the responsibility of the Customer.

              2.2.4.3. Right of Refusal. Woolf does not guarantee the recognition of prior learning, issuance of academic credit, or exemption from credit. Customer acknowledges that Woolf retains the right to refuse to incorporate learning data provided by Customer into StudyTrack, and retains the right to refuse to recognize the StudyTrack record for academic credit exemption or issuance or for progress towards a Course or Degree. Learning data in some fields of study may be rejected in whole or in part if it is deemed to be outdated. Learning data is assumed to be incorporated into StudyTrack prior to Enrollment in a Degree, and incorporation may be rejected for those who are already enrolled.

              2.2.4.4. Woolf may, from time to time, advise Customer on the basis of the data how much credit issuance or exemption or progress in a Course or Degree is likely to result from the record of a learner’s prior learning activity when they become a Student.

         2.2.5. StudyTrack Fees. The Parties agree to the StudyTrack Fee outlined in the Order.

              2.2.5.1. StudyTrack Conversion Fee. Customer will pay the Fee if a Student earns credit, credit exemption, study-hours, or other progress towards a Woolf Course or Degree on the basis of the StudyTrack record ("StudyTrack Conversion Fee" and each transaction a "Conversion Event").

              2.2.5.2. If the Customer, or a Student, seeks to incorporate learning data into StudyTrack after the student enrolls in a Degree, then StudyTrack Conversion Fee shall be payable by the Customer or Student, even if there has been a prior Conversion Event and a StudyTrack Conversion Fee.

              2.2.5.3. For each addition of data to the student record Woolf may recognize an independent Conversion Event with an independent Conversion Fee. If more than one source of learning data is present in the StudyTrack record at the time of the first Conversion Event, then for convenience, at its sole discretion, Woolf may elect to charge a single StudyTrack Conversion Fee. PBA and RPL will always be separate, additional Conversion Events when applicable.

              2.2.5.4. For the sake of clarity, and without limitation to the foregoing, the StudyTrack Conversion Fee does not replace or reduce the Customer’s obligation to pay other applicable fees, including the Seats Fee.

    2.3. Additional Services. Subject to the terms and conditions of this MSA and the applicable SOW, Woolf will use commercially reasonable efforts to provide any further services specified in the applicable SOW ("Additional Services"). The services may include regulatory research, additional StudyTrack services, regulatory filing, graduation support services, academic board services, instructional design, or evaluation of approved learning data for the recognition of prior learning for Students on the Platform.

‍

3.Platform

    3.1. Hosting on the Platform. Subject to the terms and conditions of this MSA, Woolf will use commercially reasonable efforts to host Courses on the Platform, and make the information about the Courses available to Students on the Platform.

    3.2. Use of the Platform. Woolf authorizes Customer to use the Platform solely in connection with the delivery of the Degrees. Customer acknowledges that, the use of the Platform will, at all times, be subject to the Platform Terms. Customer will ensure that the Platform is used in accordance with the Platform Terms and will remain responsible for use of the Platform by its teachers, administrators or other personnel. Customer hereby acknowledges that a student shall not be considered to be enrolled for a Degree and shall not be qualified as a Student until such student completes enrollment onboarding on Woolf’s Platform. The Customer agrees not to sell degrees to students in relation to this MSA without enrolling the students on the Platform in a timely manner, and the Customer acknowledges that no student is enrolled in a Degree until that student has signed their enrollment agreement and been accepted by the digital college.

‍

4. Support and Service Levels

    4.1. Support. Subject to the terms and conditions of this MSA, Woolf will provide Customer with technical support services in accordance with Woolf’s standard practices ("Support Services"). Support Services are available through the Platform, via chat, support wiki or email at support@woolf.university.

    4.2. Service Levels. Woolf will use commercially reasonable efforts to make the Platform generally available 24 hours a day, 7 days a week except for: (a) scheduled maintenance or planned downtime, or (b) downtime caused by circumstances beyond Woolf’s reasonable control, including an internet, electricity or other outages, computer or telecommunications failures or delays, or other Force Majeure Delay. Platform uptime can be viewed at status.woolf.university.

‍

5. Fees; Payment; Taxes

    5.1. Recurring Fees. Customer agrees to pay the Annual Fees according to the Additional Terms (the "Recurring Fees") as indicated on the Order. Woolf will invoice for the Recurring Fees quarterly in advance unless otherwise agreed by the Parties. Woolf may update the Recurring Fees by providing at least 90 days’ prior notice to Customer, provided that any such update will not take effect until the beginning of the next Renewal Term.

    5.2. Overage Fees and Additional Service Fees. In the event that the total number of Students across all of Customer’s Courses and Degrees exceeds the Service Capacity indicated on the Order, Woolf may charge Customer additional fees at Woolf’s rates stated in the Order ("Overage Fees"). In the event the Parties enter into an SOW for Additional Services, Customer agrees to pay the fees indicated on the SOW ("Additional Service Fees"). Overage Fees will be invoiced in arrears and unless otherwise specified in the applicable SOW, Additional Service Fees will be invoiced prior to performing the Additional Services.

    5.3. Seats Fee. Customer agrees to pay for Seats at the applicable rate of the Seats Fee and Overage Seats Fee for each Seat.

         5.3.1. Customer agrees to pay the Seats Fee in advance to Woolf for each Seat, with a minimum commitment of one (1) full Active Month.  Partial months will not be prorated.  Any participation in a calendar month shall be deemed to constitute a full Active Month.

         5.3.2. The Seats Fee for each Seat shall be due and payable prior to initiating Student enrollment. No Seats will be activated or accessible until the corresponding Seat Fees have been received in full by Woolf. Failure to make timely advance payments of Seat Fee may result in suspension or termination of access to the Services.

         5.3.3. Woolf reserves the right to revise the Seats Fees for any Renewal Term upon prior written notice to Customer.

    5.4. Customer will use the Platform as an accurate method for managing Student enrollment and tracking Active Months for each Seat. In no case shall Customer delay the enrollment of Students with the effect of reducing Active months, such as selling Degrees without initiating onboarding with Woolf. Upon Woolf’s request, Customer will provide a written certification from an officer confirming compliance with this process. Sale

    5.5. Payment Terms. Customer will pay by credit card, wire transfer, or ACH, or by another method agreed in writing, and in each case Customer will be responsible for international wire fees, currency exchange fees, or credit card fees as may be applicable to the agreed payment method.

         5.5.1. Payment is due immediately on the Effective Date or upon receipt, whichever is sooner. Invoices are due “net thirty days,” meaning that financing charges will be assessed on the 31st day, and additional finance fees will also be assessed every 30 days thereafter. Any undisputed amounts due but not timely paid will incur a finance charge at a rate equal to the lesser of 5% per month and the greatest rate permitted by applicable law, and will be reimburse Woolf for any expenses it incurs in connection with the collection of such overdue amounts. Woolf may offset any amounts owed by Customer to Woolf against any amounts owed or to be remitted by Woolf to Customer, or any amount available in a prepaid balance provided by Customer for any purpose.

         5.5.2. Customer may reasonably and in good faith, dispute any invoiced amounts it believes to have been incorrectly invoiced by notifying Woolf in writing within 15 days of receiving the applicable invoice, specifying the amounts in dispute and the reasons why Customer believes those amounts to have been incorrectly invoiced.

         5.5.3. Refunds. Eligible Seats Fee refunds are those refunds of a single Active Month which occur within 30 days of the date on which the Student began onboarding to a Degree or applicable program, provided that the Student not earned any credits (or provided that the Student elects in writing to forfeit those credits). Only one Active Month may be refunded for any Student.

    5.6. Taxes. All amounts due hereunder are exclusive of all applicable sales, use, valued-added, or other taxes (federal, state, VAT, GST, or otherwise) ("Taxes"). Customer will be responsible for paying all such Taxes, except for those Taxes based on Woolf’s net income. If Customer is required by law to withhold or deduct a portion of the amounts paid, Customer will notify Woolf and will pay such additional amounts as necessary to ensure that the net amount received by Woolf, after such deduction or withholding, equals the amount Woolf would have received if there had been no such deduction or withholding.

‍

6. Intellectual Property and Data

    6.1. Reservation of Rights. Except as expressly set forth in this MSA or in an SOW, nothing in this MSA or an SOW will be deemed to be a transfer or assignment by a Party to the other of any right, title or interest in or to any intellectual property rights or rights in any data. Without limiting the generality of the foregoing, as between the Parties, Customer will remain the owner of the Course Content and the Customer Data, and Woolf will remain the owner of the Platform and the Platform Data.

    6.2. Data.

         6.2.1. Course Content. Customer hereby grants Woolf a worldwide, nonexclusive, fully paid up, royalty free license (i) during the Term to host, store, adapt, display, distribute, reproduce or otherwise use the Course Content as may be reasonably required for the purpose of providing the Services under this MSA; and (ii) after the Term to retain and use Course Content to maintain educational records and comply with records retention, accreditation and other regulatory or industry body requirements. Woolf reserves the right to remove any Course Content from the Platform with or without prior notice to Customer in the event Woolf reasonably believes that the Course Content violates Woolf’s acceptable use policies or is otherwise objectionable.

         6.2.2. Customer Data. Customer hereby grants to Woolf a worldwide, nonexclusive, fully paid up, royalty free license to collect, store, transfer, and otherwise use the Customer Data in connection with the provision of the Services under this MSA.

         6.2.3. Platform Data. Customer agrees that Woolf may collect and analyze data and other information relating to the provision, use and performance of various aspects of the Platform and the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom). For the sake of clarity, and without limitation to the foregoing, this includes data created by Woolf’s proprietary software (or any learning management system hosted by Woolf) to track Student learning and progression in connection to a Degree or Course. This may include but is not limited to screenshots created by Woolf, student identification information, competency reports, and other forms of data used in the creation of Student records ("Platform Data").

         6.2.4. Data Security. Woolf will implement and maintain a privacy and security program customary in the industry that includes appropriate administrative, technical, and physical safeguards designed to: (i) safeguard the security and integrity of the Customer Data; (ii) protect against anticipated threats or hazards to the security and integrity of the Customer Data; and (iii) protect against unauthorized access, use, disclosure, modification, or destruction of the Customer Data. Woolf shall not be responsible for any disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Woolf to perform services related to data maintenance and back-up) except to the extent caused by Woolf’s breach of this Section. In the event that Woolf becomes aware of any unauthorized access to or disclosure of Customer Data ("Security Breach"), Woolf will, to the extent permitted under applicable law: (a) promptly notify the Customer of the Security Breach, provided that Woolf may limit the scope of or refrain from delivering such notification to the extent reasonably necessary to avoid compromising the integrity of Woolf’s security or data, or any ongoing investigation; (b) use commercially reasonable efforts to investigate the cause and extent of the Security Breach; and (c) take reasonable steps designed to mitigate the effects, to minimize any damage resulting from, and prevent the reoccurrence of, the Security Breach.

         6.2.5. Use of Data. The Parties agree that any data, information, or materials relating to Students shall not be used, directly or indirectly, by the Customer to seek or obtain accreditation, recognition, or status as an institution of higher education or a degree-granting entity from any governmental, regional, or national authority in any jurisdiction. Breach of this clause by the Customer shall constitute a material breach of this Agreement, and the Customer shall be liable for substantial damages arising from such breach.

‍

7. Audit. During the Term and for 2 years after, Customer will provide Woolf (or a third party auditor selected by Woolf) ("Auditor") reasonable access to Customer’s premises, books records, personnel, and computer systems, subject to the Customer’s reasonable security and confidentiality procedures (applied in a nondiscriminatory manner), so that the Auditor may audit and confirm that Customer is in compliance with the terms and conditions of this MSA, including without limitation Customer’s obligations under Section 5.3. Woolf will provide fourteen days’ advance notice, and will conduct no more than one such audit in any given calendar year, unless the results of an audit within the prior year revealed a material noncompliance or underpayment in excess of five percent (5%) of the total amounts actually due for the audited period. The audit shall be conducted as reasonably necessary to achieve its purpose and minimize disruption to Customer’s operations. Customer shall provide reasonable cooperation and assistance to the Auditor in connection with the audit. Customer shall be liable for promptly remedying any underpayments revealed during the audit. Woolf shall bear the costs of such audits provided, however, that if any audit reveals an underpayment of more than five percent (5%) for the audited period, the Customer shall reimburse Woolf for its costs of conducting the audit.

‍

8. Warranties; Disclaimer

    8.1. Mutual. Each Party represents and warrants to the other that it: (a) has the right to enter into this MSA, (b) is duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, (c) has the corporate and organizational power and authority to execute and deliver this MSA and to perform its obligations hereunder, and (d) has by all necessary corporate action, duly and validly authorized the execution and delivery of this MSA and the performance of its obligations hereunder.

    8.2. By Woolf. Woolf warrants that it will perform the Services in a professional and workmanlike manner, consistent with industry norms. In the event Woolf breaches the foregoing warranty, Customer’s sole and exclusive remedy will be for Woolf to reperform the affected Services provided that Customer notifies Woolf of its breach within 30 days of Woolf having performed the affected Services.

    8.3. By Customer. Customer represents and warrants that: (a) Customer has the rights, consents and permissions necessary to grant Woolf the licenses in Section 6, and (b) the Course Content and Customer Data (and Woolf’s authorized use of the Course Content and Customer Data) does not and will not (i) infringe, violate or misappropriate the rights of any third party, or (ii) cause Woolf to violate any law or regulation.

    8.4. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN AN ORDER OR SCHEDULE, EACH PARTY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

‍

9. Term and Termination

    9.1. Term. This MSA will begin on the Effective Date and shall continue in full force and effect for the initial term specified on the Order unless earlier terminated in accordance with Section 9.2.3 and/or Section 9.2.4 of this MSA ("Initial Term"). Upon the expiration of the Initial Term, this MSA will be automatically renew for successive periods of one (1) year on such terms which are mutually agreed by the Parties unless either Party notifies the other of its intent not to renew at least 90 days prior to expiration of the then-current term (each a "Renewal Term") For the sake of clarity, and without limitation to the foregoing, the ("Term") shall include both the Initial Term and Renewal Term.

    9.2. Termination.

         9.2.1. General. Either Party may terminate this MSA or the affected SOW upon written notice of 90 days, during the Renewal Term.

         9.2.2. Renewal. Either Party may decline a renewal of this MSA or the affected SOW upon written notice of 90 days prior to the renewal date.

         9.2.3. For Breach. Either Party may terminate this MSA or the affected SOW upon written notice in the event the other Party breaches the terms of the MSA or SOW and fails to cure such breach within 30 days of receiving written notice thereof.

         9.2.4. For Bankruptcy. Either Party may terminate this MSA upon written notice to the other in the event the other Party makes an assignment for the benefit of creditors or the other Party becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors, if that petition or proceeding is not dismissed with prejudice within 60 days after filing.

    9.3. Effect of Termination. Following the later of any termination or expiration of this Agreement ("End of Agreement"), (a) Customer’s right to access and use the Platform will immediately terminate, provided that Woolf will make all Customer Data available to Customer for electronic retrieval through the Platform for a period of thirty (30) days following the End of Agreement. Woolf may preserve Customer Data in archive and use such Customer Data, in each case for the sole purpose of enabling Woolf to comply with applicable laws, including those regarding the retention of educational records. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, Sections 1, 5, 6.1, 7, 8.4, 9.3, 10, 11, 12, and 13.

    9.4. Teach-Out Period. Upon termination or expiration of the MSA, Customer and Woolf may agree in writing to extend the Agreement or any SOW to allow Woolf to continue to provide only the Services necessary under the Agreement to enable Students enrolled in an active Course at the time of termination or expiration to complete or withdraw from those Courses ("Teach-Out Services"). Except as otherwise agreed by the Parties in writing, the Teach-Out Services will be provided, until each Student has completed or withdrawn from the Courses but in any event for no more than 6 months following termination or expiration of the Agreement ("Teach-Out Period"). The provision of the Teach-Out Services will be subject to the terms and conditions of this Agreement and any applicable SOWs and Customer’s timely payment of all amounts owed for the performance of the Teach-Out Services, as if the Agreement and the applicable SOWs were still in effect.

‍

10. Confidentiality

    10.1. Defined. "Confidential Information" means any information disclosed by either Party to the other Party, either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation documents, prototypes, technology and equipment) that is marked as “confidential” or “proprietary” if provided in writing, or information that would otherwise be reasonably expected to be treated in a confidential manner under the circumstances of disclosure or by the nature of the information itself. For clarity, Course Content and Customer Data will not be deemed Confidential Information hereunder. Notwithstanding the foregoing, the terms of this MSA are the Confidential Information of Woolf. Confidential Information will not, however, include any information which (a) was publicly known and made generally available prior to the time of disclosure by the disclosing Party; (b) becomes publicly known and made generally available after disclosure by the disclosing Party to the receiving Party through no wrongful action or inaction of the receiving Party; (c) is already in the possession of the receiving Party at the time of disclosure by the disclosing Party as shown by the receiving Party’s files and records immediately prior to the time of disclosure; (d) is received by the receiving Party from a third party without an obligation of confidentiality; or (e) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information, as shown by documents and other competent evidence in the receiving Party’s possession.

    10.2. Nonuse and Nondisclosure. Each Party agrees not to use any Confidential Information of the other Party for any purpose except to exercise its rights and perform its obligations under this MSA.  Each Party agrees not to disclose any Confidential Information of the other Party to third parties or to such Party’s employees, except to those employees of the receiving Party with a need to know in order to perform their obligations under this MSA.  Each Party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party.  Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information of a similar nature (but in any event no less than reasonable care) and shall ensure that its employees, agents and contractors who have access to Confidential Information of the other Party have signed an agreement with non-use and non-disclosure restrictions at least as restrictive as the provisions hereof, prior to any disclosure of Confidential Information to such employees, agents, or contractors.  Notwithstanding the foregoing, a receiving Party may disclose such Confidential Information solely to the extent it is required by law to be disclosed by the receiving Party, provided that the receiving Party gives the disclosing Party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.

    10.3. Equitable Relief. Each Party agrees that any violation or threatened violation of this Section 10 may cause irreparable injury to the other Party, entitling the other Party to seek injunctive relief in addition to all legal remedies.

    10.4. Return of Materials. Upon the End of Agreement, and subject to Section 9.3, each Party shall deliver to the other Party (or, at the other Party’s request, destroy or delete) all copies of the other Party’s Confidential Information that such Party may have in its possession or control.

    10.5. Feedback. Any ideas, suggestions, guidance or other information disclosed by Customer related to Woolf’s products, services, or prototypes (including the Services and the Platform) and any intellectual property rights relating to the foregoing shall be collectively deemed "Feedback." The Customer agrees that Woolf may use and exploit such Feedback without restriction.

    10.6. Marketing Disclosures. During the Term, each Party grants a revocable, non-exclusive license to the other Party and its affiliates to use the granting Party’s name and logo in their marketing and advertising material, as well as to disclose non-confidential details relating to their business relationship, including the Platform and usage thereof. Upon the granting Party’s request, the other Party will modify or cease usage of the granting Party’s name and logo.

‍

11. Indemnification

    11.1. By Woolf. Woolf will, at its expense, defend, or at its option settle any third-party claim or action brought against Customer arising out of Woolf’s gross negligence or willful misconduct, and agrees to pay any costs, damages and fees (including reasonable attorneys’ fees) finally awarded against Customer in, or agreed in settlement by Woolf of, any such claim or action.

    11.2. By Customer. Customer will, at its expense, defend, or at its option settle any third party claim or action brought against Woolf: (i) arising out of Customer’s gross negligence or willful misconduct, (ii) arising out of Customer’s failure to comply with applicable law (including, for the avoidance of doubt, compliance with state or national laws or regulations pertaining to the marketing of educational programs), (iii) alleging that the Customer Data or Course Content misappropriates or infringes upon the rights of any third party, or (iv) by a Student in connection with the Courses or Degrees, and agrees to pay any costs, damages and fees (including reasonable attorneys’ fees) finally awarded against Woolf in, or agreed in settlement by Customer of, any such claims or actions.

    11.3. Procedure. The indemnification obligations in Sections 11.1 and 11.2 are contingent upon: (i) the indemnified Party promptly notifying the indemnifying Party in writing of the occurrence of the claim or action subject to indemnification ("Claim"), (ii) the indemnifying Party being given control over the defense of such Claim; and (iii) the indemnified Party cooperating in the defense of such Claim at the indemnifying Party’s expense. The indemnifying Party will not consent to entry of any judgement or agree to the settlement of any such Claim which does not contain a full release of the indemnified Party or imposes any obligations on the indemnified Party other than the payment of monies fully indemnifiable by the indemnifying Party under this MSA, without the prior written consent of the indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. The indemnified Party shall have the right to participate in the defense of such claim with counsel of its own choosing and at its own expense.

‍

12. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW AND EXCEPT FOR A PARTY’S BREACH OF SECTION 10, OR A PARTY’S INDEMNIFICATION OBLIGATIONS, (A) NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL OR ANY OTHER INTANGIBLE LOSS) ARISING UNDER THIS AGREEMENT, THE ORDER OR ANY SOW, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) STATUTE OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT A PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE, AND (B) IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING UNDER THIS AGREEMENT, THE ORDER OR ANY SOW EXCEED THE AMOUNTS PAID OR PAYABLE UNDER THE AFFECTED ORDER OR SOW BY CUSTOMER TO WOOLF DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.

‍

13. Miscellaneous

    13.1. Independent Contractor. Nothing herein will create any partnership, joint venture, or similar relationship between the Parties.

    13.2. Force Majeure.  Neither Party shall be liable for any delays or failure in the performance of its obligations hereunder to the extent caused by factors beyond that Party’s reasonable control and occurring without its fault or negligence, including without limitation delays caused by a Party’s third-party service providers, strikes, acts of God, natural disasters, epidemic, pandemic or other public health crisis, or acts of war or terrorism (each a “Force Majeure Delay”), provided that that Party agrees to use reasonable efforts to minimize the effects of any Force Majeure Delay. The dates by which performance obligations are scheduled to be met will be extended reasonably to provide for time lost due to the Force Majeure Delay.

    13.3. Complete Agreement. Except as otherwise agreed by the Parties in writing, this Agreement, the Order, and the SOWs constitute the final and complete expression of all agreements between the Parties and supersede any previous or contemporaneous negotiations, orders, communications or agreements with respect to the subject matter hereof. Any exhibits or attachments hereto are specifically made a part of this Agreement and incorporated herein by reference.

    13.4. Counterpart. This MSA may be executed in any number of counterparts, each of which counterparts, when executed or delivered, will be deemed to be an original, and all of which taken together will constitute one and the same instrument.

    13.5. Waiver; Amendment; Modification.  No term or provision hereof will be considered waived by a Party, and no breach excused by a Party, unless such waiver or consent is in writing and signed by an authorized representative of such Party.  The waiver by a Party of, or consent by a Party to, a breach of any provision of this Agreement by the other Party, will not constitute, operate or be construed as a waiver of, consent to, or excuse of any other or subsequent breach by a Party.  This MSA may be amended or modified only by an agreement in writing signed by an authorized representative of each Party.

    13.6. Assignment; Subcontractors.  Neither Party may assign or transfer this MSA without the other Party’s prior written consent; provided however, that Woolf may assign this MSA to its successor effective upon notice, in the event of a change of control, merger, reorganization or sale of all or substantially all of the assets of Woolf.

    13.7. Disputes. Any dispute or claim arising out of or in connection with this Agreement or breach thereof, shall be finally settled by binding arbitration in the City and County of San Francisco, California under the Rules of Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with said rules. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either Party may apply to any court of competent jurisdiction for injunctive relief without breach of this Section.

    13.8. Governing Law. This Agreement will be governed by the laws of the State of California without regard to its choice of laws or conflict of laws rules. Subject to Section 13.7, venue and jurisdiction of any dispute involving this Agreement will exist exclusively in the state and federal courts located in the City and County of San Francisco, California.  Customer and Woolf each hereby irrevocably waive any objection to such venue and jurisdiction.

    13.9. Breach of Platform Terms. If the Customer is found to be in breach of any of the terms and conditions outlined in Platform Terms, Woolf shall have the right to diminish the Services provided to the Customer. Upon identifying a breach, Woolf may, at its sole discretion, diminish the Services provided to the Customer, subject to the academic policies of the certifying higher education institution, and notify the Customer in writing, specifying the nature of the breach and providing 30 days’ time period for the Customer to rectify the breach. Services will continue to be diminished until the Customer rectifies the breaches notified by Woolf.

    13.10. Material Adverse Effect. In the event Customer becomes aware of any occurrence, event, or condition that constitutes or would reasonably be expected to result in a Material Adverse Effect, Customer shall promptly notify Woolf in writing, but no later than 60 days from the date of such event providing a detailed description of the nature and extent of the Material Adverse Effect. “Material Adverse Effect” shall mean any change, event, or effect that is materially adverse to the business, financial condition, or operations of the Customer.

    13.11. Enforceability. If any term or other provision of this MSA is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by rule of law or public policy, such term or provision will be modified by such court to the minimum extent necessary to make it valid and enforceable. If such modification is not possible, the relevant term or provision will be severed, and the remaining terms of this Agreement will continue to be valid and enforceable to the fullest extent permitted by law.

    13.12. Notices. All notices required under this MSA will be provided in writing and will be considered received if delivered or sent by personal delivery, reputable courier, facsimile, e-mail, or both certified and regular mail, if to Customer to the address indicated on the Order, and if to Woolf, to 548 Market St, PMB 78990, San Francisco, California 94104-5401.  Either Party may change its address for notices by providing the other Party written notice of the same in accordance with this Section.