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STANDARD TERMS AND CONDITIONS FOR LET’S GO LEARN PRODUCTS AND SERVICE

(“Standard Terms” or “Terms of Use”)

These Standard Terms govern every sale or license by Let’s Go Learn, Inc. (“Let’s Go Learn,” “We,” “Us” or “Our”) of:

  1. License rights to Let’s Go Learn software products and related documentation (collectively, the “Software” and “Documentation”); and
  2. Associated professional services (“Professional Services”).

IMPORTANT — CONTRACTUAL HIERARCHY & UNIVERSAL APPLICABILITY
 • These Terms apply whether or not You and We have executed a separate written agreement (e.g., a Purchase Contract, Subscription Agreement, or master services agreement).
 • If a separate written agreement exists, **that agreement will append—**not replace—these Terms; any conflicting provision in a purchase order or similar document is expressly rejected.
 • We may modify these Terms at any time. You are responsible for reviewing the then-current Terms before each use or purchase. Continued use of the Software or receipt of Professional Services after an update constitutes your acceptance of the revised Terms.

The “Agreement” consists of, in order of precedence: (i) any mutually-signed Purchase Contract or Subscription Agreement (each, a “Subscription Agreement”), (ii) these Standard Terms, and (iii) any document expressly incorporated by reference (including via hyperlink).

We sell to educational institutions, other organizations, and directly to parents through our e-commerce site. The Customer (“You” or “Your”) is the entity or individual identified in the Subscription Agreement.

Capitalized terms are defined where first used or in § 5.0 (Definitions).

1.0 THE SOFTWARE AND DOCUMENTATION

1.1 Licensing Rights

1.1.1 We grant You a limited, non-exclusive, non-transferable, non-assignable license for the License Period to (a) access and use the Software on Your Computer System and (b) permit Your Users (up to the License Quantity) to access and use the Software and Documentation solely for Your internal educational purposes.

1.2 Hosting

1.2.1 Maintenance & Access. During the License Period, we will host the Software on our data-center servers and use commercially reasonable efforts to make it available to you and your users 24/7 (subject to routine maintenance windows). Access is via the Internet using a browser and a connection that meets our System Requirements (see § 1.6).
 1.2.2 Outage Periods. An “Outage Period” is any span of more than 48 consecutive hours in which Your Users cannot access the hosted Software due to factors within our control, excluding announced maintenance windows (minimum eight-hour notice) and Force Majeure events. Upon your written request within 30 days after an Outage Period, we will extend the End Date of Your Subscription Agreement by the number of Outage days. This extension is your sole remedy for an Outage Period.

1.3 If you self-host, you are responsible for installation, hosting, and access by your users.

1.4. General License Terms. The above license grant is specifically subject to the following general terms and conditions:

1.4.1. All license grants to access and use the Software and/or Documentation are non-exclusive, non-transferable, and non-assignable.

1.4.2. All licenses granted are under intellectual property rights in the Software and Documentation, including trademarks, copyrights, and trade secrets, which We either own or have licensed from third parties. We and our licensors own and retain all rights, title and interest in and to the Software and Documentation and all ideas, concepts, content, methodologies, formats, specifications, and other know-how furnished by Us or our licensors in connection with this Agreement, as well as all related patents, copyrights, trademarks, trade secrets and other intellectual property rights.

1.4.3. All access and use of Software under this Agreement will be subject to our Privacy Policy, which can be found at http://letsgolearn.com/terms, and which is expressly made a part of this Agreement.

1.4.4. Licenses granted under this Agreement will be automatically revoked if this Agreement is terminated. We reserve the right to revoke any license granted under this Agreement if you fail to cure a material breach of this Agreement within five (5) business days after we have provided you with notice of the breach. Material breaches include, but are not limited to, nonpayment of fees, unauthorized use, sharing, sub-licensing, or resale of the Software and/or Documentation, violation of data security or privacy policies, and/or violation of Paragraph 1.5 hereinbelow. We reserve the right to suspend access to the Software immediately for breaches involving data security, intellectual property violations, or nonpayment.

1.4.5. WARNING: This Software and Documentation are protected by applicable copyright law and international treaties. Unauthorized reproduction, distribution, or use of these materials may result in civil and/or criminal penalties and will be prosecuted to the maximum extent permitted under applicable law.

1.5 Restrictions

You and Your Users shall use the Software and/or Documentation strictly in accordance with the terms of this Agreement and solely for the purposes stated in license grant, and will not: (i) modify, copy or create derivative works based on the Software or Documentation; (ii) frame or mirror any content forming part of the Software or Documentation, other than for Your own internal educational or training purposes; (iii) reverse engineer, decompile or disassemble the Software; (iv) access or allow others to access the Software or Documentation in order to build, market or offer a competitive product or service, or copy any ideas, features, functions or graphics of the Software; (v) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Software and/or Documentation available to any third party, other than to Users or as otherwise contemplated by this Agreement; (vi) send spam or otherwise unsolicited messages in violation of applicable laws; (vii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights; (viii) intentionally send or store any viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs; (ix) interfere with or disrupt the integrity or performance of the Software or the data contained therein; (x) attempt to gain unauthorized access to the Software or its related systems or networks; or (xi) publicly display or publicly perform the Software or Documentation without Our prior written permission.

1.6 System Requirements

You acknowledge receipt of our System Requirements (current version available at https://letsgolearn.quickbase.com/nav/app/bkqf8792u/table/bkqf8797p/action/dr?r=s4&rl=bvc ). System Requirements may change without notice. You are responsible for providing and maintaining compliant environments and Internet connectivity.

1.7 Responsibility for User Activity

You are responsible for all activities that occur in User accounts and for compliance by your Users with these Standard Terms. You will: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Software, and notify Us promptly of any such unauthorized access or use; and (iii) in connection with this Agreement, comply (and ensure compliance by Your Users) with all applicable local, state and federal laws, rules and regulations, including the Children’s Online Privacy Protection Act (“COPPA”), the Family Educational Rights and Privacy Act (“FERPA”), any and all laws, regulations, or standards that pertaining to cloud computing, privacy and AI.

1.8 Intellectual-Property Provisions

1.8.1. Reservation of Rights. The Software We are providing is licensed to you, not sold. Subject to the limited rights expressly granted to you and your Users under these Standard Terms, We reserve all rights, title, and interest in and to the Software and Documentation, including all related intellectual property rights (except for those owned by our third party vendors, which are reserved to them). No rights are granted to You or Your Users hereunder other than as expressly specified in these Standard Terms.

1.8.2. Rights to Customer Data. As between you and us, You exclusively own all rights, title, and interest in and to all Customer Data. Customer Data is deemed your Confidential Information under this Agreement. You hereby grant Us a non-exclusive license to use, modify and distribute the Customer Data for the propose of (a) performing Our obligations to You as specified by the Agreement, (b) improving and developing the Software, (c) enforcing our rights under this Agreement and (d) as permitted with Your consent. You are responsible for compliance with any and all laws, regulations, or standards pertaining to the privacy of customer data.

1.8.3. Use of De-Identified or Anonymized Customer Data. You agree that both before and after the terms of the Agreement, We may collect, analyze, use, and retain data derived from Customer Data as well as data about Your access and use of the Software, for the purpose of operating, analyzing, improving or marketing Let’s Go Learn, developing new products or services, conducting research or other purposes, provided that We may not share or publicly disclose information that is derived from Customer Data unless such data is de-identified and /or anonymized such that it cannot reasonably identify a specific individual.

1.8.4. Suggestions. We will have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual right and license to use or incorporate into the Software and/or Documentation any suggestions, enhancement requests, recommendations, or other feedback provided by You or Your Users relating to the operation of the Software or contents of the Documentation. You will not be entitled to any compensation if we elect to incorporate any of your suggestions into the Software and/or Documentation or other Let’s Go Learn products or services.

1.9 Limited Warranty for Software Products

Subject to the terms of Section 4.6, we warrant that the Software will perform in substantial accordance with the applicable Documentation for a period of (1) year after the Start Date. This warranty is contingent on the authorized use of the Software in accordance with the applicable Documentation. If we breach this express warranty, we will, at our option and expense, as soon as commercially practical, consistent with industry practice, modify the affected Software to conform in all material respects with the applicable Documentation or provide a replacement for the affected Software that conforms in all material respects with that Documentation. This will be our sole obligation, and your sole remedy, concerning any breach of this warranty. EXCEPT FOR THE EXPRESS WARRANTY PROVIDED IN THIS SECTION, THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY ADDITIONAL WARRANTIES OF ANY KIND. WE DO NOT WARRANT THAT THE SOFTWARE WILL PERFORM UNINTERRUPTED OR BE ERROR-FREE OR THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR PARTICULAR REQUIREMENTS OR PURPOSE. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM JURISDICTION TO JURISDICTION.

Notwithstanding the warranty provisions of Section 1.9, We shall have no warranty obligations if (i) You have used or are using the Software in a manner that does not conform to the Agreement, Our written instructions or the provisions of the Documentation, (ii) You have moved the Software from the Computer System at a Licensed Site or provided access to unlicensed users, (iii) You or any third party has modified, or attempted to modify, the Software, (iv) You have materially changed the network configuration at the Licensed Site, (v) You have materially changed the hardware, software, or network configuration from that outlined in the System Requirements, (vi) the Software has been subjected to an extreme power surge or electromagnetic field, whether or not through Your fault, (vii) You have refused to implement any changes recommended by Us or (viii) You have failed to make payment of any fee as outlined in the Subscription Agreement.

2.0 THIRD-PARTY SOFTWARE

2.1 Subject to Provider’s Warranties and Terms. Third-party software licensed through Us is provided subject to the third party’s terms. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, REGARDING THIRD-PARTY SOFTWARE.

2.2 Warranty Claims. We will use commercially reasonable efforts to facilitate your warranty claims with the software provider; this is our sole obligation regarding third-party software.

2.3 Return or Exchange Charges. You are responsible for any return or exchange charges imposed by the provider and for following its return-authorization procedures.

3.0 PROFESSIONAL SERVICES

Professional Services identified on the Subscription Agreement will be provided subject to the following terms and conditions:

3.1. Statement of Work. If this Agreement includes Professional Services, the Subscription Agreement will include a description of the services purchased and whether on-site or remote. Professional Services, whether remote or on-site, include professional development sessions, training days, planning days and coaching days, web resources, technical support, webinars, product updates, hosting services, and as may otherwise be identified on the Subscription Agreement. The Subscription Agreement will define and communicate the goals, scope of services, and roles and responsibilities of each party as they relate to the delivery of Our Professional Services. Professional Services will be governed by the terms of this Agreement. However, nothing contained herein shall obligate Let’s Go Learn to provide Professional Services that we determine in our sole discretion to be beyond the scope of service as outlined in the Subscription Agreement.

3.2. Mutual Cooperation. We mutually agree to cooperate professionally and courteously in the performance of our respective duties in the delivery of Professional Services. We may suspend delivery immediately upon written notice if your employees or agents fail to act accordingly.

3.3. Changes to Professional Services. Any changes to the scope of work of Professional Services under the Subscription Agreement will be made by a written amendment to the Subscription Agreement signed by you and us prior to implementation of the changes. Changes to the scope of work under the Subscription Agreement may result in additional fees to you. Any changes you make to previously agreed-upon dates for onsite delivery of On-site Professional Services may likewise result in additional charges to you or forfeiture of Professional Service credits. “On-site Professional Services” may be provided at our sole discretion within Professional Services and may include onsite delivery of professional development, technical support, or other consulting services.

3.3.1. Changes Caused by You. You agree to notify us in writing at least 10 business days in advance of your intention to reschedule previously confirmed Professional Services sessions. If you do not provide such notice, and we are unable to re-assign the resources scheduled to provide Your Professional Services, we reserve the right to forfeit the credit or charge you a cancellation fee of up to $3,000 for each day cancelled without such notice.

3.4. Acceptance of Professional Services and Warranty.

3.4.1. Acceptance. Professional Services shall be delivered in accordance with the Subscription Agreement. If you reasonably determine that the Professional Services have not met the objectives and expectations outlined in the Subscription Agreement, you must provide us with written notice specifying any deficiencies in detail within 10 business days of the delivery of the Professional Services. We will use reasonable commercial efforts to cure any such deficiencies promptly. If you do not provide notice of any deficiencies to us within 10 business days of the delivery of Professional Services, your acceptance of the Professional Services will be considered final. If the objectives and expectations stated in the Subscription Agreement are subsequently determined by the parties to be inappropriate or to require modification due to changed circumstances, incorrect assumptions, or other reasons at the time of actual delivery, you and we will cooperate in good faith to appropriately modify such requirements.

3.4.2. Warranty. We warrant that the Professional Services we provide will be performed in a work-like manner, following generally accepted industry standards. For any material breach of this service warranty reported to Us in writing within 10 business days after delivery (under the preceding Section), We will provide additional Professional Services at Our expense in order to promptly cure the breach.

3.4.3. Sole remedies. The remedies specified in this Section 3.4 are your only remedies for our breach of service warranties or failure to meet the acceptance criteria in delivering Professional Services in accordance with the Subscription Agreement.

3.5. Compliance with Workplace Rules. We will have the person or persons that we assign to perform the On-site Professional Services comply with those of your workplace rules that you have provided to them in advance.

3.6. Subcontractors. We may, in our reasonable discretion, use third-party subcontractors to perform any of our obligations regarding the delivery of the Professional Services.

3.7. Expiration of Professional Services. We will use all reasonable efforts to schedule and deliver Professional Services per your schedule and requirements. However, unless we agree otherwise in writing, we retain the right to terminate our obligations to deliver any Professional Services, whether on-site or remote, that have not been delivered within 12 months of the Order Date.

3.8. Reservation of the right to change terms and prices of our Professional Services. We reserve the right to change the terms and prices of any Professional Services at any time without advance notice.

4.0 GENERAL TERMS

4.1. Fees and Payment

4.1.1. Fees. You agree to pay all amounts due to us as shown on the Subscription Agreement or Purchase Contract (“Total Fees”). Except as specified in the Subscription Agreement or Purchase Contract, all such amounts are non-cancellable and non-refundable. Amounts due for Software, Documentation, and/or Professional Services are based on the right to access the Software, Documentation, and/or Professional Services and are not dependent on actual usage, nor are they contingent upon delivery of any future functionality or features.

4.1.2. Taxes. Except to the extent You provide us with a valid tax exemption certificate authorized by the appropriate taxing authority, We will invoice You for and You will pay any applicable direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes associated with Your purchases under this Agreement, except for taxes based on Our net income or property.

4.1.3. Acceptance. All Software will be deemed accepted upon our making it available to you and will thereafter be subject to the warranty provisions of this Agreement.

4.1.4. Invoicing & Payment. Unless otherwise stated in the Subscription Agreement or Purchase Contract, fees for products and services will be invoiced at the time of order, with payment due net 30 days from the invoice date. Invoices unpaid after 30 days shall accrue interest at a rate of 1% per month.

4.1.5. Suspension of Access to Software for Non-Payment. If Your account is 30 days or more overdue (except concerning charges then under reasonable and good faith dispute), in addition to any of Our other rights or remedies, We reserve the right to suspend Your access to the Software, Documentation and the delivery of Professional Services, without liability to You, until such amounts are paid in full. You will also promptly certify that you have de-installed all such software and destroyed all copies of it, if applicable.

4.2. Confidentiality

4.2.1. Definition of Confidential Information.

“Confidential Information” means all confidential and proprietary information disclosed by one party (the “Discloser”) to the other (the “Receiver”) and either designated as confidential or of a type reasonably expected to be confidential. Confidential Information includes this Agreement (including pricing and other terms reflected in all Subscription Agreements or Purchase Contracts hereunder), the Customer Data, the Software and Documentation, business and marketing plans, financial information, technology and technical information, product designs, and business processes, but does not include any information that, without breach of obligation owed to Discloser: (a) is or becomes generally known to the public; (b) was known to the Receiver before its disclosure by the Discloser; (c) was independently developed by the Receiver; or (d) is received from a third party.

4.2.2. Protection. The Receiver will not disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser’s prior written permission. The Receiver will protect the Confidential Information of the Discloser as if it were the Receiver’s Confidential Information, and at a minimum, with reasonable care. This obligation will survive the termination of this Agreement for 3 years.

4.2.3. Compelled Disclosure. If by court order or other legal authority the Receiver is forced to disclose Confidential Information of the Discloser, the Receiver will (to the extent legally permitted) give the Discloser prompt notice of the order and will provide, at the Discloser’s request and cost, reasonable assistance to contest the disclosure.

4.2.4. Remedies. If the Receiver discloses or uses (or threatens to disclose or use) any Confidential Information of the Discloser in breach of this Section, the Discloser will have the right, in addition to any other available remedies, to seek injunctive relief to prevent further (or the threatened) disclosure.

4.3. Indemnities.

4.3.1. Our Indemnification of You. Subject to the conditions described below and the provisions of Section 4.6, We will defend, indemnify and hold You harmless from and against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings (collectively called “Claims”) made or brought against You by a third party, as follows:

  1. For Personal Injury or Property Damage. Our indemnity covers Claims alleging personal injury or property damage to the extent caused by the willful misconduct or negligence of our personnel while on your premises.
  2. For Infringement: Our indemnity covers Claims alleging that the use of the Software and/or the Documentation as specified in this Agreement, or Our Professional Services, or any information, design, specification, instruction, software, data, material (collectively called “Material”) furnished by Us in connection with this Agreement infringes the intellectual property rights of a third party. This indemnification does not apply to Hardware, which we resell subject to whatever warranties and indemnities are provided by the manufacturer. We will have no liability for any claim of infringement or misappropriation to the extent (a) the Material is based on specifications You provided, or (b) Your use of a superseded or altered version of some or all of the Material if infringement or misappropriation would have been avoided by the use of a subsequent or unaltered release of the Material provided to You. If the Software becomes, or in Our opinion is likely to become, the subject of an infringement claim, We may, at Our option and expense, either procure for You the right to continue using the Software; replace or modify the Software so that it becomes non-infringing and remains functionally equivalent; or require the return of the affected Software and refund You the portion of Your purchase price attributable to the returned product.

4.3.2. Your Indemnification of Us. Subject to the conditions described below and Section 4.6, and to the extent not prohibited by applicable law, You will defend, indemnify and hold Us harmless from and against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with Claims made or brought against Us by a third party alleging that the Customer Data, Your use of the Software and/or Documentation in violation of this Agreement, or any Material provided by You either: (a) infringes the intellectual property rights of a third party, or (b) has otherwise harmed a third party.

4.3.3. Conditions. These indemnities will be conditioned on the party seeking indemnity: (a) promptly providing the other with a written notice of the Claim; (b) giving the other party sole control of the defense and settlement of the Claim, provided that the other party may not settle any Claim unless the party seeking indemnity is unconditionally released from liability; and (c) at no charge, providing the other party with all reasonable assistance relative to the defense of the Claim.

4.3.4. Exclusive Remedies. Our and your responsibility for infringement of third-party rights is stated in this Section 4.3. The indemnities in this Section will be the sole and exclusive remedies for infringement of third-party rights in connection with this Agreement.

4.4. Care of Customer Data. We will make regular backups of data entered and will otherwise use reasonable commercial care, consistent with general industry practice, to protect such data against loss, but we will not otherwise be responsible for lost Customer Data. You will be responsible for the maintenance of Customer Data held in our application and for replacing it if it is lost for any reason.

4.5. Force Majeure. The term “Force Majeure” means circumstances beyond the reasonable control of a party (such as acts of God, government restrictions, wars, insurrections, labor strife, or failure of suppliers, subcontractors, or carriers) which delay or prevent the party from performing under the terms of this Agreement. The party affected by an event of Force Majeure will promptly notify the other party of the circumstances and the expected impact on its performance. Affected performance obligations will be suspended during the duration of the Force Majeure. If the Force Majeure persists for more than 90 days, the other party may terminate the affected portions of this Agreement.

4.6. Disclaimers, Limitations, and Exclusions.

4.6.1. Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 1.9 AND 3.4.2 OF THESE STANDARD TERMS, WE MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

4.6.2. Limitation of Liability. EXCEPT FOR BREACHES OF CONFIDENTIALITY OBLIGATIONS OR INDEMNIFICATION OBLIGATIONS ARISING OUT OF PERSONAL INJURIES OR PROPERTY DAMAGE CLAIMS, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS PAID BY YOU. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

4.6.3. Exclusion of Consequential and Related Damages. EXCEPT FOR INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PRECEDING SENTENCE WILL NOT APPLY TO INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM A BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS HEREUNDER, PROVIDED ANY SUCH DAMAGES WILL BE LIMITED TO $100,000.

4.7. U.S. Governmental Users. The Software and Documentation are “Commercial Items,” as defined at 48 C.F.R. §2.101, and are licensed subject to Restricted Rights applicable to Commercial Items and only with those rights expressly granted under this Agreement. The U.S. Government will not be entitled to technical information that is not customarily provided to the public or to use, modify, reproduce, release, perform, display, or disclose the Software or Documentation except as specifically permitted under these Standard Terms.

4.8. Term and Termination

4.8.1. Term of this Agreement. This Agreement will begin on the Order Date and will, unless earlier terminated in accordance with this Section, continue in effect until the end of the last License Period covered by this Agreement, including any Renewal Term thereof.

4.8.2. Termination for Cause. A party may terminate this Agreement for cause: (i) 30 days after written notice of a material breach to the other party if such breach remains uncured at the expiration of such period; or (ii) if the other party ceases to conduct business in the ordinary course, files a petition for liquidation bankruptcy, fails to have an involuntary bankruptcy petition dismissed or converted to a non-liquidation bankruptcy within 60 days after filing, or makes an assignment of essentially all assets for the benefit of creditors.

4.8.3. Outstanding Fees. Termination will not relieve you of the obligation to pay any fees payable to us before the effective date of termination.

4.9. Multi-Year Subscription Fund Out. As evidenced by Your execution of this Agreement, You reasonably believe that sufficient funds exist to fund this Agreement for the full period of the Subscription Agreement, which is in excess of a one-year term, however, you have the right to terminate the Subscription Agreement upon written notice to Let’s Go Learn at least ninety (90) days before the Start Date of each subsequent year of the Subscription Agreement should it be reasonably determined that sufficient funding does not exist to continue funding the Subscription Agreement. Supporting documentation of the reasonableness of such a determination to terminate this Agreement shall be provided to Let’s Go Learn upon written request and must verify that no funding from any source exists to fund the Subscription Agreement. In the event the Subscription Agreement is terminated according to this provision, all access to the Software and Documentation shall be immediately terminated, and all Professional Services shall be deemed delivered and fulfilled.

4.10. Surviving Provisions. The following provisions will survive any termination or expiration of this Agreement: 1.5, 1.7, 1.8, 2.1, 4.1, 4.2, 4.3, 4.6, 4.7, 4.20, and 5.0.

4.11. Assignment. You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise, without our prior written consent (not to be unreasonably withheld, conditioned, or delayed). We may assign this Agreement in its entirety without your consent to any affiliate, or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. Any attempted assignment of this Agreement in breach of this Section will be void and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

4.12. Counterparts. This Agreement may be executed by facsimile and in counterparts, which, taken together, will form one legal instrument.

4.13. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties. To the extent of any conflict or inconsistency between the provisions in these Standard Terms and a Subscription Agreement, the terms of the Subscription Agreement will prevail.

4.14. Governing Law & Dispute Resolution. If you are a publicly funded, non-profit educational institution, this Agreement will be governed by the internal laws of the State in which you are situated, without regard to its conflicts of laws rules. In all other cases, this Agreement will be governed by the internal laws of the State of Delaware, without regard to its conflicts of laws rules. Disputes must be filed in Delaware courts, unless state law requires otherwise. Furthermore, before filing a lawsuit, the Parties must engage in good-faith mediation within sixty (60) days of a written dispute notice. If mediation is unsuccessful, then either Party may proceed to litigation or binding arbitration.

4.15. Third Parties. There are no third-party beneficiaries to this Agreement.

4.16. Notices. All notices under this Agreement must be in writing and will be deemed given upon: (a) personal delivery; (b) the fifth business day after mailing; (c) the second business day after sending by confirmed facsimile; or (d) the second business day after sending by confirmed email. Notices to Us will be addressed to the attention of the CEO, at our corporate offices as set forth in www.Let’s Go Learn.com or emailed to legalservices@Let’s Go Learn.com. Notices to You will be addressed to the attention of the person signing the Subscription Agreement for You.

4.17. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

4.18. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be subject to modification by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.

4.19. Waiver and Cumulative Remedies. No failure or delay by either party to exercise a right under this Agreement will be a waiver of that right. Other than as expressly stated in this Agreement, the remedies provided in this Agreement are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

4.20 Artificial-Intelligence (“AI”) Generated Content Disclaimer

Your use of “LGL Assistants,” Let’s Go Learn’s AI-enabled learning guide and assessment activities, is subject to these Terms. LGL Assistants leverages emerging AI technologies; You must ensure your authorized Users are trained on responsible AI use. AI output is provided for informational purposes “as is,” may include errors, bias, or outdated information, and should be independently verified. WE DISCLAIM ALL WARRANTIES REGARDING AI CONTENT ACCURACY AND ARE NOT LIABLE FOR DAMAGES ARISING FROM RELIANCE ON AI OUTPUT.

5.0 DEFINITIONS

  • “Professional Services” means fee-based services we provide to you to assist in your implementation and ongoing use of the Software and Documentation.
  • “Computer System” means Your equipment (conforming to the System Requirements) used to deliver the Software for access and use by Your Users via Your network (i.e., a local area network or wide area network You own and operate which conforms to the System Requirements referenced in the Subscription Agreement).
  • “Customer Data” means all electronic data, materials and other information You and/or Your Users (or Let’s Go Learn on behalf of You or Your Users) have entered or stored in the Software, including data and records relating to student information, performance or use, teacher data and supplemental instructional materials.
  • “Documentation” means user guides, training materials, teacher guides, curricular materials, assessments, student reading passages, student work or activity sheets, projects, technical specifications, system requirements and any other material or content accompanying or accessible from the Software, accessible via Our websites, provided by Us to You in printed form or provided during the delivery of Professional Services, and any updates We (or our third party licensors) may issue from time to time.
  • “Hardware” means a hardware product marketed by us that is listed on the Subscription Agreement and is intended to be used in connection with Software provided by Us.
  • “License Period” means the period during which You will have access to the Software and Documentation that You license under this Agreement. This period will begin on the Start Date identified in the applicable Subscription Agreement, and, unless earlier revoked in accordance with this Agreement, will continue in effect until the End Date, plus any Renewal Term(s). The Order Date is the date of the Purchase Contract or Subscription Agreement.
  • “License Quantity” means the maximum number of Users granted access at any given time to Software and/or Documentation as designated in the Subscription Agreement or Purchase Contract and which quantity may be defined by the number of student users, classes or school sites provided access to the Software and/or Documentation, or by school district.
  • “Purchase Contract or Subscription Agreement” means the Purchase Contract, Approved Quotation whether signed explicitly or implicitly approved by your communicated approval, Approved Proposal, or Subscription Agreement prepared and offered by Us and accepted by You to indicate Your acceptance of the terms and conditions of this Agreement. The terms “Purchase Contract” and “Subscription Agreement” may be used interchangeably throughout these Standard Terms, which apply to either in full, no matter which term is used.
  • “Renewal Term” means the extension of the License Period for any paid renewal of the Subscription Agreement. Ordinarily, this annual renewal occurs each year on the Start Date.
  • “Software” means software marketed by Us that is listed on the Purchase Agreement or Subscription Agreement. The term “Software” includes both Let’s Go Learn Software and any Third-Party Software included.
  • “Third-Party Software” means software that we acquire or license from a third-party producer for distribution to our customers under licensing terms and conditions specified by the producer.
  • “Users” means individuals you authorize to use Software and provide (or authorize us to provide) user identifications and passwords, and/or Documentation per the Subscription Agreement of the Purchase Contract. Users may include your students and their parents, teachers, faculty, and administrators at Licensed Sites. Users may be defined by grade, Sub-population, AYP reporting category, or as otherwise set forth in the Subscription Agreement or Purchase Contract.

6.0 CHANGE LOG & CUSTOMER OBLIGATION TO REVIEW

Let’s Go Learn may revise these Terms at any time by posting an updated version at https://www.letsgolearn.com/terms (or successor URL). All changes are effective immediately upon posting. It is your responsibility to review the Terms periodically; continued use of the Software or receipt of Professional Services constitutes acceptance of any revisions.