SOFTWARE AS A SERVICE AGREEMENT

CONTRACT DETAILS

CORE TERMS

Software The Course Creators Hub and all features therein. Any Features that may be

removed without notice and any features that may be added without notice

Support

Services Support can be found through the dashboard in the hub and in the form of a

weekly zoom call. The cal may be cancelled without notice at any time.

Fees The Customer will pay a monthly. fee of $97 - $127 or an annual fee of $970

depending on the account level for continued access to the Services.

The following charges will also be payable by the Customer for the Services:

(a) Additional training programs

(b) These programs are purely voluntary and prices may range from $497 -

$9997

AGREED TERMS

1 DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, the following expressions have the following meanings:

Agreement means this software as a service agreement, including the Contract Details and any

Schedules attached to it.

Commencement Date is the date on which the will start to provide the Services to the , as set out at

the top of this Agreement.

Confidential Information all data or information (whether technical, commercial, financial or of any

other type) in any form acquired under, pursuant to or in connection with, this Agreement and any

information used in or relating to the business of the parties (including information relating to the

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parties’ products (bought, manufactured, produced, distributed or sold), services (bought or supplied),

operations, processes, formulae, methods, plans, strategy, product information, know-how, design

rights, trade secrets, market opportunities, customer lists, commercial relationships, marketing, sales

materials and general business affairs), and which are for the time being confidential to the disclosing

party.

Contract Details the core terms of this Agreement as listed on the front pages of this Agreement,

which includes the sections titled "Parties" and "Core Terms".

Data the data inputted by the (including its affiliates, employees, directors) into the Software or

otherwise provided to the as part of the 's use of the Services.

Data Protection Laws: all applicable data protection and privacy legislation in force in the United

Kingdom, including but not limited to:

(a) the UK GDPR as defined in section 3(10) of the Data Protection Act 2018, and supplemented by

section 205(4) (“UK GDPR”);

(b) the Data Protection Act 2018; and

in each case as amended, updated or replaced from time to time, and the term Personal Data shall

have the meaning set out in the UK GDPR.

Fees the fees payable by the for receipt of the Services, as set out in the Contract Details at the front

of this Agreement.

Intellectual Property Rights copyright, patents, rights in confidential information, know-how, trade

secrets, trademarks, trade names, design rights, get-up, database rights, chip topography rights, mask

works, utility models, domain names, rights in computer software and all similar rights of whatever

nature and, in each case:

(a) whether registered or not;

(b) including any applications to protect or register such rights;

(d) whether vested, contingent or future; and wherever existing.

Incident any Vulnerability, Virus or security incident which:

(a) may affect the Software or the Services;

(b) may affect the 's network and information systems, such that it could potentially affect the or the

Software or the Services; or

Services the services provided by the to the including providing the Software and any applicable

Support Services.

Software means the online software and applications provided by the to the as described in the

Contract Details.

Support Services the related support services (if any) provided by the to the to assist the with any

technical and advisory support in connection with the 's use of the Software as set out at in the

Contract Details.

User Subscriptions the individual user subscriptions purchased by the from time to time to enable the

's employees, directors, contractors or consultants to access and use the Services in accordance with

this Agreement (as confirmed by the in writing).

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Virus any thing or device (including any software, code, file or programme) which may: prevent,

impair or otherwise adversely affect the operation of any computer software, hardware or network.

Vulnerability a weakness in the computational logic (for example, code) found in software and

hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or

availability.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.

1.3 The words include, includes and including are deemed to be followed by the words without

limitation.

1.4 Reference to writing or written includes e-mail.

2 TERM OF THIS AGREEMENT

[X].1 This Agreement shall commence on the date the customer begins either thheir free 14 day trial

of the software or on presentation of payment details and confirmation of payment. (with the Services

to be provided from the Commencement Date) and continue unless terminated earlier in accordance

with the terms of this Agreement. Following the Initial Term, this Agreement will be renewed for

successive periods of 1 month (each a "Renewal Period" and together with the Initial Term, the "

Term").

3 RIGHTS TO USE THE SOFTWARE

3.1 In consideration of payment of the Fees and subject to the terms of this Agreement, the grants the

a non-exclusive right to use the Services during the term of this Agreement.

3.2 The will provide the Services to the to satisfy the number of User Subscriptions purchased by the .

3.3 The may request to purchase additional User Subscriptions from time to time by notifying the in

writing of its request. Where the does so, and the approves this request in writing, the will pay the

invoice for the 's Fees including the costs of the additional User Subscriptions in accordance with the

payment terms in this Agreement.

3.4 Except for the ’s right to use the Services as expressly granted in this Agreement, this Agreement

does not grant the any Intellectual Property Rights in respect of the Services and all Intellectual

Property Rights in the Services shall vest in, and remain vested in, the (or its licensors, if applicable).

3.5 The that it has all the rights in relation to the Services that are necessary to provide them in

accordance with this Agreement.

3.6 The owns all rights (including any Intellectual Property Rights) in the Data.

4 SUPPLIER'S OBLIGATIONS

4.1 From the Commencement Date, the will provide the Services.

4.2 The shall provide the Services with reasonable skill and care.

4.3 From the Commencement Date, the agrees to provide the Support Services in accordance with the

service levels set out in the clause titled "service levels" below.

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4.4 The will provide the with its standard customer support services during the 's normal business

hours. The terms that apply to the provision of this service are found at

https://app.coursecreatorshub.com/v2/location/rt2Yv3fTtTnoHyJi9N7O/custom-menu-link/983057b9-

e855-4f78-9efa-74b3f07065f2.

5 CUSTOMER'S OBLIGATIONS

5.1 The will:

5.1.1 co-operate with the and provide all information to allow the to provide the Services;

5.1.2 ensure that any users who have access to the Software comply with the terms of this Agreement;

5.1.3 use the Services in accordance with the terms and conditions of this Agreement.

5.2 The will not:

5.2.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish,

download, display, transmit, or distribute all or any portion of the Software and/or Documents (as

applicable) in any form or media or by any means;

5.2.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to

human-perceivable form for all or any part of the Software;

5.2.3 access all or any part of the Services in order to build a product or service which competes with

the Services;

5.2.4 grant any sublicences to any other party to use the Services;

5.2.5 attempt to obtain, or assist third parties in obtaining, access to the Services;

5.2.6 access, store, distribute or transmit Viruses or any harmful or illegal material during the course

of its use of the Services; or

5.2.7 introduce or permit the introduction of, any Virus or Vulnerability into the 's network and

information systems.

5.3 The shall use reasonable efforts to prevent any unauthorised access to the Services. Upon

discovering any unauthorised access, the must immediately notify the .

5.4 The shall notify the of any Incidents.

5.5 The acknowledges that any delay caused by the failing to fulfil any of its obligations under this

Agreement may mean that the needs to adjust any agreed timescales.

6 FEES AND PAYMENT

6.1 The will pay the Fees to the for the Services in accordance with this Clause 6.

6.2 On the Commencement Date, the will provide to the valid, up-to-date and complete credit card

details or confirm its alternative payment method.

6.3 The shall be entitled to increase the Fees payable at any time during the term of this Agreement

upon no less than 30 days prior written notice to the .

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7 DATA PROTECTION

7.1 The parties shall comply with the provisions and obligations imposed on them by the Data

Protection Laws at all times when processing Personal Data in connection with this Agreement.

7.2 Where required by Data Protection Laws, the parties will enter into a separate agreement covering

their processing activities under Data Protection Laws.

8 LIMITATION OF LIABILITY

8.1 Neither party excludes nor limits any liability for:

8.1.1 personal injury (including sickness and death) to the extent that such injury results from the

negligence or wilful default of a party or its employees; or

8.1.2 fraud or fraudulent misrepresentation;

8.1.3 any other liability to the extent it cannot be excluded or limited by law.

8.2 In addition to Clause 8.1, the shall not be liable for: negligence, breach of statutory duty, contract,

misrepresentation, restitution or otherwise for any special, indirect or consequential loss, costs,

damages, charges or expenses however arising under this Agreement.

9 TERMINATION

[X].1 Either party may terminate this Agreement at any time with 0 days' prior written notice to the

other party.

[X].2 Either party may, without affecting its other rights under this Agreement, by notice in writing to

the other party immediately terminate this Agreement if the other:

[X].2.1 fails to pay any amount due under this Agreement on the due date for payment and remains in

default not less than 30 days after being notified in writing to make such payment;

[X].2.2 is in material or persistent breach of any of its obligations under this Agreement and if that

breach is capable of remedy and the other has failed to remedy that breach within 30 days after

receiving written notice requiring it to remedy that breach;

[X].2.3 is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or

becomes insolvent or an order is made or a resolution passed for the administration, winding-up or

dissolution of the other (otherwise than for the purposes of a solvent amalgamation or reconstruction)

or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is

appointed over all or any substantial part of the assets of the other or the other enters into or proposes

any composition or arrangement with its creditors generally or any analogous event occurs in any

applicable jurisdiction; or

[X].2.4 ceases or suspends, or threatens to cease or suspend, the carrying on of any part of its

business.

[[X].3 The Customer may terminate the Agreement immediately where it has become aware that the

Supplier has been subject to a Change of Control.]

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[X].4 In the event of termination of this Agreement for any reason:

[X].4.1 all licences granted under this Agreement shall immediately terminate and the Customer shall

immediately cease all use of the Services; and

[X].4.2 each party will within [7 days] of such termination return (or, at the other party’s option,

destroy) all the other party's Confidential Information in its possession or under its control and all

copies of such information.

10 UNCONTROLLABLE EVENTS

10.1 Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to

perform, any of its obligations under this Agreement if such delay or failure result from any

Uncontrollable Events.

10.2 In such circumstances the affected party shall be entitled to a reasonable extension of the time for

performing such obligations. If the period of delay or non-performance continues for 45 days, the

party not affected may terminate this Agreement by giving 30 days' written notice to the affected

party.

10.3 In this Clause 10, "Uncontrollable Events" means an event outside the party's reasonable

control including, without limitation: natural disaster, terrorist attack, civil war, civil commotion or

riots, war or armed conflict, nuclear, chemical or sonic boom, collapse of buildings, fire, explosion or

accident, any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by

the party seeking to rely on this Clause, or companies in the same group as that party).

11 GENERAL

11.1 Third party rights: For the purposes of the Contracts (Rights of Third Parties) Act 1999, this

Agreement is not intended to and does not give any person who is not a party to it any right to enforce

any of its provisions. However, this does not affect any rights or remedy of such a person that exists

or is available apart from that Act.

11.2 Costs: Each party is responsible for its legal and other costs in relation to the preparation and

performance of this Agreement.

11.3 Assignment and other dealings: The shall not assign, subcontract or encumber any right or

obligation under this Agreement, in whole or in part, without the 's prior written consent or except as

expressly permitted in this Agreement.

11.4 Entire agreement: This Agreement, and any document referred to in it, contains the whole

agreement between the parties relating to its subject matter and supersedes any prior agreements,

representations or understandings between them unless expressly referred to in this Agreement. Each

party acknowledges that it has not relied on, and will have no remedy in respect of, any representation

(whether innocent or negligent) made but not covered in this Agreement. Nothing in this Clause limits

or excludes any liability for fraud or fraudulent misrepresentation.

11.5 Governing law and jurisdiction: This Agreement is governed by the laws of England and Wales.

All disputes under this Agreement will be subject to the exclusive jurisdiction of the courts of

England and Wales.

This software as a service agreement is AGREED and entered into by the parties on the date of

last signature by the parties