UPPERCAMPUS PLATFORM AND WEBSITE Terms of Use Agreement
Last Updated: July 14, 2020

WELCOME TO UPPERCAMPUS! PLEASE READ THIS TERMS OF USE AGREEMENT (“AGREEMENT”) CAREFULLY. IT IS A LEGAL CONTRACT BETWEEN YOU AND UPPERCAMPUS, INC. (“UPPERCAMPUS,” “WE” OR “US”) AND GOVERNS YOUR USE OF ANY UPPERCAMPUS SERVICES AND OFFERINGS -- OTHER THAN THE UPPERCAMPUS APP, WHICH, AS DESCRIBED IN SECTION 1, BELOW, IS OUR STUDENT OFFERING AND IS SUBJECT TO ITS OWN TERMS OF USE LOCATED AT http://www.uppercampus.com/appterms. In addition to this Agreement, please read our Privacy Policy http://www.uppercampus.com/privacy and the UpperCampus Platform Privacy Statement http://www.uppercampus.com/portalprivacy to learn more about how your information will be used and handled by us.

By accessing or using the UpperCampus.com corporate website (“Website”) or any other website or application owned or operated by UpperCampus that contains an authorized link to this Agreement, including, without limitation, UpperCampus’s web-based application that it makes available for access and use by UpperCampus’s educational and institutional partners (the “Platform”), registering an account or accessing or using any content, information, services, features or resources available or enabled via the Platform (collectively, the “Services”), or clicking on a button or taking another action to signify your acceptance of this Agreement, you: (1) agree to be bound by this Agreement and any future amendments and additions to this Agreement as published through the Services; (2) represent you are of legal age in your jurisdiction of residence to form a binding contract; and (3) represent that you have the authority to enter into this Agreement personally and, if applicable, on behalf of any company, organization or other legal entity on whose behalf you use the Services. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS PUBLISHER OR USER WHEN YOU REGISTERED ON THE SERVICES. Except as otherwise provided herein, if you do not agree to be bound by this Agreement, you may not access or use the Services.

Your use of the Services may be subject to any additional terms, conditions and policies (“Supplemental Terms”); we will separately post such Supplemental Terms on the Services or will present them to you for your acceptance when you sign up for a particular Service. The Supplemental Terms applicable to you are incorporated by reference into this Agreement. To the extent there is any conflict between the terms set forth here and the Supplemental Terms, the Supplemental Terms will control with respect to the Services or feature to which the Supplemental Terms relate.

UpperCampus reserves the right to modify this Agreement, including the Supplemental Terms, or its policies relating to the Services at any time, effective upon the posting of an updated version of this Agreement or any applicable Supplemental Terms on the applicable Services. You should regularly review this Agreement, as your continued use of the Services after any such changes constitutes your agreement to such changes.

1. HOW THE PLATFORM WORKS.

1.1. Publishers.

1.1.1. Schools. High schools and institutions of higher education that register for the Services (each, a “School”), and their authorized users, including school administrators, guidance counselors, and teachers that access the Platform to publish information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials (“Content”) to UpperCampus’s mobile application designed for use by students (“UpperCampus App” or “App”) for use by student users of the App (“App Users”);

1.1.2. Content Experts. Third parties with subject matter expertise (each, a “Content Expert”) that access the Platform to publish their Content (“Expert Content”) to the UpperCampus App; and

1.1.3. Alumni Mentors. Third parties, including alumni of a School invited by a School (“Alumni Mentors”), who submit Content to the Platform via webpages generated by the School through a tool in the Platform ( “Alumni Mentor Tool”) so that the School has the option of publishing such Content (“Alumni-generated Content”) to App Users via the UpperCampus App; and

NOTE: THE PLATFORM IS USED BY PUBLISHERS AND IS NOT INTENDED FOR DIRECT ACCESS OR USE BY STUDENTS. UPPERCAMPUS’S STUDENT OFFERING IS THE UPPERCAMPUS APP; THE ACCESS, DOWNLOADING AND USE OF THE APP IS SUBJECT TO THE APP TERMS OF USE http://www.uppercampus.com/appterms.

1.2. Platform Features.

1.2.1. Generally. A School and its authorized users can: (i) collect and curate Content about career paths, programs designed to prepare individuals for such career paths, the companies that employ individuals with such careers and other related Content, including Alumni-generated Content sourced through the Alumni Mentor Tool, and then, subject to the restrictions set forth in this Agreement, publish such Content to some or all App Users; (ii) invite Alumni Mentors to submit Alumni-generated Content to School through the Platform; and (iii) use the Alumni Mentor Tool to create, configure and publish webpages for the purposes of collecting Alumni-generated Content. Content Experts and their authorized users can also access the Platform to submit Content for publication to some or all App Users.

1.2.2. Alumni Mentor Tool. Once invited by a School, an Alumni Mentor can access the Platform via one or more micro-sites generated by the School with the Alumni Mentor Tool to submit Alumni-generated Content for publication by the School to some or all App Users.

2. USE OF THE UPPERCAMPUS PROPERTIES. The Platform and the Services, and the Content and features available on them (each, an “UpperCampus Property” and collectively, the “UpperCampus Properties”) are protected by U.S. copyright laws. Subject to this Agreement, UpperCampus grants you a limited license to reproduce portions of the UpperCampus Properties for the sole purpose of using the Services for your personal or internal business purposes. Unless otherwise specified by UpperCampus in a separate license, your right to use any and all UpperCampus Properties is subject to this Agreement.

2.1. Updates. You understand that the UpperCampus Properties are evolving. You acknowledge and agree that UpperCampus may update the UpperCampus Properties with or without notifying you. You may need to update third-party software from time to time in order to use the Services. UpperCampus reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), temporarily or permanently, without notice to you. We will have no liability on account of any change to the Services or any suspension or termination of your access to or use of the Services.

2.2. Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the UpperCampus Properties or any portion of the UpperCampus Properties, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Content (including images, text, page layout or form) of UpperCampus; (c) you shall not use any metatags or other “hidden text” using UpperCampus’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the UpperCampus Properties except to the extent the foregoing restrictions are expressly

prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape,” download or access data or Content from any web pages contained in the UpperCampus Properties; (f) you shall not access the UpperCampus Properties in order to build a similar or competitive platform or service; (g) except as expressly stated herein, no part of the UpperCampus Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the UpperCampus Properties. Any future release, update or other addition to the UpperCampus Properties shall be subject to this Agreement. UpperCampus, its suppliers and service providers reserve all rights not granted in this Agreement. Any unauthorized use of any UpperCampus Property terminates the licenses granted by UpperCampus pursuant to this Agreement.

2.3. Third-Party Materials. As a part of the Services, you may have access to materials that are hosted by another party. You agree that it is impossible for UpperCampus to monitor such materials and that you access these materials at your own risk.

3. REGISTRATION.

3.1. Registering Your Account. In order to access certain features of the Services, you are required to become a Registered User. For purposes of this Agreement, a “Registered User” is any user who has registered an account on the Platform (“Account”).

3.2. Registration Data. In registering an account on the Platform, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (i) of legal age to form a binding contract; and (ii) not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Services by minors. You may not share your Account or password with anyone, and you agree to (y) notify UpperCampus immediately of any unauthorized use of your password or any other breach of security; and (z) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or UpperCampus has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, UpperCampus has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. UpperCampus reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Services if you have been previously removed by UpperCampus, or if you have been previously banned from any of the UpperCampus Properties.

3.3. Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the Services, including but not limited to, a mobile device that is suitable to connect with and use the Services, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services. By providing your cellphone number and using the Services, you hereby affirmatively consent to our use of your cellphone number for calls and texts in order to perform and improve upon the Services, or for the purposes of password authentication. UpperCampus will not assess and charge for any calls or texts, but standard message charges or other charged from your wireless carrier may apply. You may opt

out of receiving text messages from us by texting “opt out” to the originating number.

4. RESPONSIBILITY FOR CONTENT.

4.1. Types of Content. You acknowledge that all Content submitted to or accessible via the Services is the sole responsibility of the party from whom such Content originated. This means that you, and not UpperCampus, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the Services (“Your Content”), and that you and other Registered Users of the Services, and not UpperCampus, are similarly responsible for all Content that you and they Make Available through the Services (“Publisher Content”). Without limiting the generality of the foregoing, School is responsible for any Content, including any Alumni-generated Content, that School elects to publish to the UpperCampus App using the Services.

4.2. No Obligation to Pre-Screen Content. You acknowledge that UpperCampus has no obligation to pre-screen Your Content or any Publisher Content, although UpperCampus reserves the right in its sole discretion to pre-screen, refuse or remove any such Content. By entering into this Agreement, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications or social media posts. If UpperCampus pre-screens, refuses or removes any of Your Content or Publisher Content, you acknowledge that UpperCampus will do so for UpperCampus’s benefit, not yours. Without limiting the foregoing, UpperCampus shall have the right to remove any Content that violates this Agreement or is otherwise objectionable.

4.3. Storage. Unless expressly agreed to by UpperCampus in writing elsewhere, UpperCampus has no obligation to store any of Your Content that you Make Available on the Services. UpperCampus has no responsibility or liability for the deletion or accuracy of any Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that UpperCampus retains the right to create reasonable limits on its use and storage of any Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Platform and as otherwise determined by UpperCampus in its sole discretion.

5. OWNERSHIP.

5.1. UpperCampus Properties. Except with respect to Your Content and Publisher Content, you agree that UpperCampus and its suppliers own all rights, title and interest in the UpperCampus Properties and the UpperCampus App (including but not limited to, any computer code, themes, objects, concepts, artwork, animations, sounds, audiovisual effects, moral rights, and server software). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any UpperCampus Properties.

5.2. Trademarks. UpperCampus and all related graphics, logos, service marks and trade names used on or in connection with any UpperCampus Properties, the UpperCampus App or in connection with the Services are the trademarks of UpperCampus and may not be used without permission in connection with your or any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the UpperCampus Properties or the UpperCampus App are the property of their respective owners.

5.3. Other Content. Except with respect to Your Content (and, if you are a School, any Alumni -generated Content for which you obtained a license from the Alumni Mentor the Alumni Mentor Tool), you agree that you have no right, title, or interest in or to any Content that appears on or in the Services or any UpperCampus Properties or UpperCampus App.

5.4. Your Content. UpperCampus does not claim ownership of Your Content. However, when you, as a Registered User, post or publish Your Content on or in the Services, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.

5.5. License to Your Content. Subject to any applicable account settings that you select, you grant UpperCampus a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right (including any moral rights) and license to use, host, publicly display, publish, license, distribute, reproduce, modify and adapt Your Content (in whole or in part) for the purposes of operating, developing and improving the Services and the UpperCampus App and providing them to you, our other Registered Users and App Users; as well as researching and developing new services. In addition, if you are an Alumni Mentor, you also grant the School that invited you to participate in the Services via the Alumni Tool a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right (including any moral rights) and license to use, host, publicly display, publish, license, distribute, reproduce, modify and adapt Your Alumni-generated Content (in whole or in part) for the purposes of publishing such content (or any portion thereof) to the UpperCampus App. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the licenses stated above. You agree that you, not UpperCampus, are responsible for all of Your Content that you Make Available on or in the Services. School is responsible for any and all Content, including any Alumni-generated Content sourced from Alumni Mentors, that it publishes to the UpperCampus App.

5.6. Username. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments, or any other area on UpperCampus Properties, you hereby expressly permit UpperCampus to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.

5.7. Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to UpperCampus through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that UpperCampus has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to UpperCampus a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services, the UpperCampus App and/or UpperCampus’s business.

6. USER CONDUCT. As a condition of your use of the Services, you agree not to use the Services for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit

any third party) either take any action or Make Available any Content on or through the Services that: (a) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (b) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (c) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (d) impersonates any person or entity, including any employee or representative of UpperCampus; (e) interferes with or attempt to interfere with the proper functioning of the Services or uses the Services in any way not expressly permitted by this Agreement; or (f) attempts to engage in or engage in, any potentially harmful acts that are directed against the Services, including but not limited to violating or attempting to violate any security features of the Services, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in the Services, introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of the Services by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Services.

7. INVESTIGATIONS. UpperCampus may, but is not obligated to, monitor or review the Services and the Content Made Available in connection therewith at any time. Without limiting the foregoing, UpperCampus shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates this Agreement or any applicable law. Although UpperCampus does not generally monitor user activity occurring in connection with the Services or Content, if UpperCampus becomes aware of any possible violations by you of any provision of this Agreement, UpperCampus reserves the right to investigate such violations, and UpperCampus may, at its sole discretion, immediately terminate your license to use the Services, or change, alter or remove Your Content, in whole or in part, without prior notice to you.

8. INTERACTIONS WITH PUBLISHERS AND APP USERS.

8.1. Responsibility. You are solely responsible for your interactions with other Registered Users and any other parties with whom you interact, including App Users; provided, however, that UpperCampus reserves the right, but has no obligation, to intercede in such disputes. You agree that UpperCampus will not be responsible for any liability incurred as the result of such interactions.

8.2. Content Provided by Other Publishers and Users. The UpperCampus Properties may contain Publisher Content provided by other Registered Users or you may access Content provided by third parties through the UpperCampus Properties or the UpperCampus App, including App User Content. UpperCampus is not responsible for and does not control Publisher Content or App User Content. UpperCampus has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to, Publisher Content or App User Content. You use all Publisher Content and App User Content, and interact with other Registered Users and App Users at your own risk.

9. FEES AND PAYMENT TERMS.

9.1. Fees. UpperCampus does not currently charge a fee for its Services. However, it reserves the right to charge fees for features of the Services in the future (such features, the “Paid Features”). If at any point in the future, UpperCampus offers a Paid Feature, the fees for the Paid Feature (“Fees”) will be specified in a separate order form to be completed by you and accepted by UpperCampus. To access and use the Paid Feature, you will be required to pay the Fees in accordance with the terms specified in the applicable order form or such other payment terms in effect at the time the Fees are due and payable. If any Paid Features, or payments for any Paid Features, under this Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to UpperCampus, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify UpperCampus for any liability or expense UpperCampus may incur in connection with such Sales Taxes. Upon UpperCampus’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

9.2. General Purpose of Agreement: Sale of Services, not Software. The purpose of this Agreement is for you to secure access to the Services. To the extent you use Paid Features, in no way are the Fees paid to access and use them considered payment for the sale, license, or use of UpperCampus’s software, and, furthermore, any use of UpperCampus’s software by you in furtherance of this Agreement will be considered merely in support of the purpose of this Agreement.

10. THIRD-PARTY SERVICES. UpperCampus Properties may contain links to third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”). When you click on a link to a Third-Party Website, or a Third-Party Application , we will not warn you that you have left UpperCampus Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites and Third-Party Applications are not under the control of UpperCampus. UpperCampus is not responsible for any Third-Party Websites or Third-Party Applications. UpperCampus provides these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or any product or service provided in connection therewith. You use all links in Third-Party Websites and Third-Party Applications at your own risk. When you leave the Website or Platform, this Agreement and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

11. Indemnification. You agree to indemnify and hold UpperCampus, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “UpperCampus Party” and collectively, the “UpperCampus Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, any UpperCampus Property; (c) your violation of this Agreement; (d) your violation of any rights of another party, including any Registered Users and App Users with whom you interact in connection with this Agreement; or (e) your violation of any applicable laws, rules or regulations. UpperCampus reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with UpperCampus in asserting any available defenses. This provision does not require you to indemnify any of the UpperCampus Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, this Agreement and/or your access to any UpperCampus Properties.

12. DISCLAIMER OF WARRANTIES AND CONDITIONS.

12.1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE UPPERCAMPUS PROPERTIES IS AT YOUR SOLE RISK, AND THE UPPERCAMPUS PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS.

UPPERCAMPUS PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. UPPERCAMPUS PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (I) THE UPPERCAMPUS PROPERTIES WILL MEET YOUR REQUIREMENTS; (II) YOUR USE OF THE UPPERCAMPUS PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (III) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE UPPERCAMPUS PROPERTIES WILL BE ACCURATE OR RELIABLE.

12.2. YOU ACKNOWLEDGE AND AGREE THAT UPPERCAMPUS PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD UPPERCAMPUS PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. UPPERCAMPUS MAKES NO WARRANTY THAT THE GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. UPPERCAMPUS MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY PUBLISHER CONTENT OBTAINED THROUGH UPPERCAMPUS PROPERTIES.

12.3. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER PUBLISHERS AND USERS OF THE UPPERCAMPUS PROPERTIES AND THE UPPERCAMPUS APP. YOU UNDERSTAND THAT UPPERCAMPUS DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF PUBLISHERS OR OTHER USERS OF THE UPPERCAMPUS PROPERTIES OR THE UPPERCAMPUS APP.

13. LIMITATION OF LIABILITY.

13.1. Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL UPPERCAMPUS PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT UPPERCAMPUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER PUBLISHERS OR USERS OF THE UPPERCAMPUS PROPERTIES OR THE UPPERCAMPUS APP, ON ANY THEORY OF LIABILITY, RESULTING FROM: (A) THE USE OR INABILITY TO USE THE UPPERCAMPUS PROPERTIES OR THE UPPERCAMPUS APP; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE UPPERCAMPUS PROPERTIES; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE UPPERCAMPUS PROPERTIES OR THE UPPERCAMPUS APP; OR (E) ANY OTHER MATTER RELATED TO THE UPPERCAMPUS PROPERTIES OR THE UPPERCAMPUS APP, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A UPPERCAMPUS PARTY FOR DEATH OR PERSONAL INJURY CAUSED BY A UPPERCAMPUS PARTY’S NEGLIGENCE; OR FOR ANY INJURY CAUSED BY A UPPERCAMPUS PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

13.2. Cap on Liability. UNDER NO CIRCUMSTANCES WILL UPPERCAMPUS PARTIES BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) ONE HUNDRED DOLLARS ($100.00) AND (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A UPPERCAMPUS PARTY FOR DEATH OR PERSONAL INJURY CAUSED BY A UPPERCAMPUS PARTY’S NEGLIGENCE; OR FOR ANY INJURY CAUSED BY A UPPERCAMPUS PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

13.3. Publisher Content. EXCEPT FOR UPPERCAMPUS’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN ITS PRIVACY POLICIES AND STATEMENTS, UPPERCAMPUS ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND PUBLISHER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

13.4. Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN UPPERCAMPUS AND YOU.

14. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT. It is UpperCampus’s policy to terminate membership privileges of any Registered User who repeatedly infringes copyright upon prompt notification to UpperCampus by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on any UpperCampus Property in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the UpperCampus Properties of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for UpperCampus’s Copyright Agent for notice of claims of copyright infringement is as follows: info@uppercampus.com or UpperCampus, Inc., 44 Mamaroneck Avenue, Suite E, White Plains, NY 10601, Attn: UpperCampus Copyright Agent.

15. MONITORING AND ENFORCEMENT. UpperCampus reserves the right to: (a) remove or refuse to post any of Your Content for any or no reason in our sole discretion; (b) take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the UpperCampus Properties, the UpperCampus App, or the public, or could create liability for the UpperCampus; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the UpperCampus Properties; and/or (e) terminate or suspend your access to all or part of the UpperCampus Properties for any or no reason, including without limitation, any violation of this Agreement.

If UpperCampus becomes aware of any possible violations by you of this Agreement, UpperCampus reserves the right to investigate such violations. If, as a result of the investigation, UpperCampus believes that criminal activity has occurred, UpperCampus reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. UpperCampus is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the UpperCampus Properties, including Your Content, in UpperCampus’s possession in connection with your use of the UpperCampus Properties, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce this Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of UpperCampus, its Registered Users, the App Users, or the public, and all enforcement or other government officials, as UpperCampus in its sole discretion believes to be necessary or appropriate.

16. TERM AND TERMINATION.

16.1. Term. This Agreement commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the UpperCampus Properties, unless terminated earlier in accordance with this Agreement.

16.2. Prior Use. Notwithstanding the foregoing, you hereby acknowledge and agree that this Agreement commenced on the earlier to occur of (a) the date you first used the UpperCampus Properties or (b) the date you accepted this Agreement and will remain in full force and effect while you use any UpperCampus Properties, unless earlier terminated in accordance with this Agreement.

16.3. Termination of Services by UpperCampus. If you have materially breached any provision of this Agreement, or if UpperCampus is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful), UpperCampus has the right to, immediately and without notice, suspend or terminate the Services (or any portion thereof) provided to you. You agree that all terminations for cause shall be made in UpperCampus’s sole discretion and that UpperCampus shall not be liable to you or any third party for any termination of your Account.

16.4. Termination of App Services by You. If you want to terminate the Services provided by UpperCampus, you may do so by emailing deactivate@uppercampus.com and indicating that you wish to close your Account for all of the Services that you use.

16.5. Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all the Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of the Services may involve deletion of Your Content associated therewith from our live databases. UpperCampus will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of this Agreement which by their nature should survive, shall survive termination of the Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

16.6. No Subsequent Registration. If your registration(s) with or ability to access the Services, or any other UpperCampus community is discontinued by UpperCampus due to your violation of any portion of this Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the Services or any UpperCampus community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for any fees related to those Services to which your access has been terminated. In the event that you violate the immediately preceding sentence, UpperCampus reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

17. INTERNATIONAL USERS. UpperCampus Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that UpperCampus intends to announce such Services or Content in your country. The UpperCampus Properties are controlled and offered by UpperCampus from its facilities in the United States of America. UpperCampus makes no representations that the UpperCampus Properties are appropriate or available for use in other locations. Those who access or use the UpperCampus Properties from other countries do so at their own volition and are responsible for compliance with local law.

18. GENERAL PROVISIONS.

18.1. Electronic Communications. The communications between you and UpperCampus may take place via electronic means, whether you visit UpperCampus Properties or send UpperCampus e- mails, or whether UpperCampus posts notices on UpperCampus Properties or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from UpperCampus in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that UpperCampus provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

18.2. Assignment. This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without UpperCampus’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

18.3. Force Majeure. UpperCampus shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, epidemics, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

18.4. Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to UpperCampus Properties, please contact us at info@uppercampus.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

18.5. Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and UpperCampus agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in Westchester County, New York.

18.6. Governing Law. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THIS AGREEMENT.

18.7. Notice. Where UpperCampus requires that you provide an e-mail address, you are responsible for providing UpperCampus with your most current e-mail address. In the event that the last e-mail address you provided to UpperCampus is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by this Agreement, UpperCampus’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to UpperCampus at the following address: UpperCampus, Inc., 44 Mamaroneck Avenue, Suite E, White Plains, NY 10601. Such notice shall be deemed given when received by UpperCampus by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

18.8. Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

18.9. Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

18.10. Export Control. You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by UpperCampus are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer any UpperCampus products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

18.11. Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

18.12. Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

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