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Subscription Agreement

ThinkCERCA Customer Subscription Agreement

Last Updated: February 5, 2020.

This Subscription Agreement (the “Agreement”), is hereby agreed by and between thinkcerca.com, Inc., a Delaware corporation with offices 515 N. State St., 13th Floor, Chicago IL 60654 (“ThinkCERCA” or “we”, “us” or “our”), and you (“Customer” or “You” or “Your”), (each a “Party” and collectively, the “Parties”).

WHEREAS, Thinkcerca operates its on-line platform (“Thinkcerca Platform”) to enable Customers to customize, coordinate and enhance teaching of their students (“Students”); and

WHEREAS, Customer desires to utilize the Thinkcerca Platform and Thinkcerca desires to provide Customer and its Students with access to the Thinkcerca Platform, on the terms and conditions set forth in this Agreement;

NOW THEREFORE, the Parties hereby agree as follows:

1. Definitions. The following terms have the meanings ascribed to them below:

1.1. “Authorized User” means an Educator, Student or the parent or legal guardian of a Student.

1.2. “Device” means a computing device supplied by Customer or by a Student for use in connection with the Thinkcerca Platform, including without limitation desktop computers, tablets or other computing devices.

1.3. “Educator” means an administrator, teacher or staff member employed by Customer at the School or District Facility, who Customer authorizes to use the Thinkcerca Platform on behalf of the Customer.

1.4. “Fee Schedule” means the schedule of fees and related terms set forth on Exhibit A and the Partnership Proposal, as such Fee Schedule may be amended by mutual written agreement of Customer and Thinkcerca as noted on an Expansion Partnership Proposal.

1.5. “Lesson” means a lesson supplied by Thinkcerca or third parties through the Thinkcerca Platform.

1.6. “Personalized Lesson” means a Lesson customized by Customer’s personnel and not, for the avoidance of doubt, by any subcontractors or affiliates of Thinkcerca.

1.7. “Point of Contact” means one individual for each of Thinkcerca and Customer who will serve as the other Party’s primary point of contact regarding this Agreement, as specified in Exhibit A.

1.8. “Partnership Proposal” means the new contract details, including number of student licenses, PD package, fees, and services schedule.

1.9. “School Facility” means the facility or facilities set forth on the Fee Schedule.

1.10. “School Year” means a school year of the Customer, as set forth in the Fee Schedule.

1.11. “Services” means the provision of the Thinkcerca Platform and related services provided by Thinkcerca under this Agreement, whether such related services are provided through the Thinkcerca Platform or otherwise.

1.12. “Student” means a student enrolled at the School Facility.

1.13. “Term” has the meaning set forth in Section 4 of this Subscription Agreement.

1.14. “Terms and Conditions” means the terms and conditions attached as Exhibit B to this Subscription Agreement, and hereby incorporated into the Agreement.

1.15. “Thinkcerca Platform” has the meaning set forth in the recitals above.

2. Thinkcerca Offerings. During the Term, Thinkcerca will provide Customer with access to the Thinkcerca Platform and related Services, under the terms of this Agreement, for use by the number of Educators and Students set forth in the Fee Schedule, solely for educational purposes at the School Facility. Customer may utilize an unlimited number of Devices with the Thinkcerca Platform, provided that only its Authorized Users may access and use the Thinkcerca Platform. Customer and Thinkcerca may change the number of Authorized Users authorized to use the Thinkcerca Platform by amending the Fee Schedule.

3. Pricing. Customer shall pay Thinkcerca the amounts set forth in the Partnership Proposal and Fee Schedule.

4. Term. The Term commences upon the Contract Start Date and will continue until the initial term end date (the “Contract End Date”) specified in the Fee Schedule. The Term will renew for successive periods of one (1) School Year unless either Party provides written notice of termination sixty (60) days prior to the start of the subsequent School Year.

5. Termination. Notwithstanding Section 4 above, the Term may be shortened as provided for in this Section 5. Either Party may terminate this Agreement for cause if the other Party is in material breach of the provisions of this Agreement and fails to cure such breach within thirty (30) days of such Party’s receipt of notice thereof from the non-breaching Party. Customer may terminate this Agreement for convenience with ninety (90) days’ prior written notice. Notwithstanding the foregoing, all accrued payment obligations and Section 6 of this Agreement and the provisions of the Terms and Conditions that survive according to the Terms and Conditions will survive expiration or termination of this Agreement according to their terms.

6. Confidentiality. The Thinkcerca Platform and this Agreement, including without limitation its pricing terms, are the proprietary and confidential information of Thinkcerca and shall not be disclosed by Customer to any third party except to the extent required by applicable law. If the Parties have executed, or execute on or after the Contract Start Date, a separate written confidentiality agreement (“NDA”), then this Agreement shall be subject to the terms of that NDA.

7. Training. Thinkcerca will provide training regarding the Thinkcerca Platform and its use and benefits as outlined on the partnership proposal. Customer and Thinkcerca shall cooperate to select a date agreeable to the Parties for such training.
IN WITNESS WHEREOF, the Parties have caused their duly authorized representatives to execute this Subscription Agreement effective as of the Contract Start Date first set forth above.

For Additional Information

If you have any questions about the rights and restrictions above, please contact us by email at support@ThinkCERCA.com.

Copyright © 2020 ThinkCERCA.com, Inc. All Rights Reserved.

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