Educational Partnership Agreement

Last Updated: 26.12.2023

 

By accessing the International Training Opportunities Portal for Students, Trainees and Ordinary Pupils (ITOPSTOP) and applying for Educational Partner (eighter Lector, or Vendor), you agree to be bound by these terms (referred to herein as the “Agreement”), Terms and Conditions, Privacy Policy, Code of Ethics and Community Code of Conduct and you hereby represent and warrant that you have read each of them.

Natural persons (Individuals) participating in ITOPSTOP as Educational Partners of Itop 2021 Ltd. (the Company) are collectively referred to herein as “Lectors”, each as a “Lector”.

Legal persons (Organizations/institutions) participating in ITOPSTOP as Educational Partners of Itop 2021 Ltd. (the Company) are collectively referred to herein as “Vendors”, each as a “Vendor”.

The Company retains the right to amend the terms of this Agreement (together with any applicable Service levels or guidelines, Online Course, review, or other rules, or standards, such as, but not limited to, the Code of Ethics and Community Code of Conduct that are incorporated by this reference) at any time, and for any reason, with or without any prior notice to the Educational Partner, at its sole discretion. Terms not defined herein, are defined in the Terms and Conditions.

PLEASE CAREFULLY REVIEW THIS AGREEMENT WHICH CONTAINS A DISPUTE RESOLUTION AND AGREEMENT TO BINDING ARBITRATION AS WELL AS A CLASS ACTION AND JURY TRIAL WAIVER AS SET FORTH IN SECTION 13 BELOW. THIS DISPUTE RESOLUTION AND ARBITRATION SECTION REQUIRES THAT YOU RESOLVE DISPUTES WITH THE COMPANY ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT.

1. ELIGIBILITY

To be eligible for Educational Partner, in addition to any other requirements set forth herein:

• Lector must (1) be at least 18 years of age, or the age of majority in his/her jurisdiction; (2) demonstrate knowledge of the topic(s) that candidate is interested in providing Education & Training Services for; and (3) not be in violation of, or adjudicated in any court of competent jurisdiction to have violated, any law, act, regulation, or government order.
• Vendor must (1) have valid legal registration and be represented by its legal representative or attorney with valid Power of attorney; (2) demonstrate knowledge of the topic(s) that candidate is interested in providing Education & Training Services for; and (3) not be in violation of, or adjudicated in any court of competent jurisdiction to have violated, any law, act, regulation, or government order.

2. EDUCATION & TRAINING SERVICES

2.1. Education & Training Services. For certain Company coursework and other offerings, authorized Company users (“Users”) have access to various Education & Training Services, which are supported by the Company online education marketplace (ITOPSTOP). Subject to Company’s discretion, and the Educational Partner’s continuing compliance with the terms and conditions of this Agreement, the Company will provide the Educational Partner access to ITOPSTOP whereby to develop and teach Online Courses. The Educational Partner agrees to create Educational Content for publication and display on ITOPSTOP and provide any additional services needed. As used herein, the term “Educational Content” means any and all Lessons or fee-based Online Courses, including the educational materials made available through the Online Courses, including online lectures, speeches, video lessons, quizzes, presentation materials, homework assignments, programming assignments, code samples, tests, assessments, course landing page content, announcements and other educational materials and tools, created by the Educational Partner utilizing ITOPSTOP’s front-end course editor or any other Proprietary Application, and any and all other information, text, files, or other content posted by the Educational Partner on ITOPSTOP.

2.2. Website Access. The Company provides the Users access to the Company websites and its Online Courses subject to the terms and conditions described in the Terms and Conditions and Privacy Policy. To the extent that the Educational Partner uses the Company websites in the capacity of a User, the Educational Partner agrees to abide by the Company terms and conditions applicable to such Users. Further, the Educational Partner shall not encourage or facilitate the contravention or violation of the terms and conditions applicable to the Users nor any other guidelines, Code of Ethics, Community Code of Conduct, rules, or licenses posted in connection with the online courses. The Company allows the Educational Partner to add other users as Co-lectors for Educational Content that the Educational Partner manages. By adding a Co-lector, the Educational Partner understands that it is authorizing the Co-lector to take certain actions that affect its ITOPSTOP account and Educational Content. Violations of the Company’s terms and policies by such a Co-lector may also impact the Educational Partner’s account and Educational Content.

2.3. Performance of Services. The Educational Partner understands that the Company is interested only in the results to be obtained. The Educational Partner agrees to utilize his best efforts to perform each Online Course in accordance with the Agreement and any terms, conditions, or other criteria set forth by the Company for Online Courses, including using best efforts to develop, support, grade, evaluate, assess, review, and/or communicate and interact for each such Online Course in accordance with highest industry standards, any Service level guidelines, the Code of Ethics, Community Code of Conduct, and any criteria set forth for Online Courses resulting from the Online Courses or other Company Service offering (the “Education & Training Services”). The Educational Partner also agrees to use its best efforts to complete Education & Training Services for each Online Course within the time suggested for each such Online Course or Online Course component and as set forth in any service levels or guidelines. To the extent that the Educational Partner fails to initiate or complete Education & Training Services for a particular Online Course within the time specified by the Company for that Online Course, Company reserves the right to assign the Online Course to another Educational Partner and, in such an event, the Educational Partner shall receive no fees for that Online Course.

2.4. Delivery. The Educational Partner will deliver the lessons, assignments, tests, designs, modules, software, products, documentation, and other materials specified for Education & Training Services (individually or collectively, “Deliverables”) in accordance with the delivery schedule and other terms and conditions set forth by Company from time to time.

2.5. Publicity Release. The Educational Partner hereby permits, authorizes, and licenses the Company and its affiliates, successors, and assigns, and their respective licensees, and fulfillment agencies, service providers, and the employees, officers, directors, and agents of each and all of them (“Authorized Persons”), to display, publicly perform, exhibit, transmit, broadcast, reproduce, record, photograph, digitize, modify, alter, edit, adapt, create derivative works, exploit, promote, sell, rent, license, otherwise use and permit others to use the Educational Partner’s name, trademark, business name, service name, image, likeness, appearance, voice, professional and personal biographical information, and other personal characteristics and the provided Educational Content in connection with the sale, exploitation, promotion, advertisement, and marketing of Company’s products and services throughout the world and in any medium or format whatsoever now existing or hereafter created without further consent from the Educational Partner. The Educational Partner hereby acknowledges and agrees that has no right to review or approve the final Educational Content before it is used by the Company and that the Company has no liability to the Educational Partner for any editing or alteration of the Educational Content or for any distortion or other effects resulting from the Company’s editing, alteration or use of the Educational Content. Without limiting any other rights under the Agreement, the Company may modify the Educational Content (for example to the imagery, course description and metadata) for the purpose of improving or enhancing the Services, including the learning experience and the overall experience and engagement of Users. The Educational Partner waives any and all rights of privacy, publicity, or any other rights of a similar nature in connection with these activities, to the extent permissible under applicable law. Unless otherwise agreed, the Educational Partner has the right to remove all or any portion of its the Educational Content from the Services at any time. Except as otherwise agreed, Company’s right to sublicense the rights in this section will terminate with respect to new users sixty (60) days after the Content’s removal. However, (1) rights given to students before the Content’s removal will continue in accordance with the terms of those licenses (including any grants of lifetime access) and (2) Company’s right to use such Content for marketing purposes shall survive termination.

2.6. Restrictions. The Educational Partners are strictly prohibited from interacting with Users for personal purposes, and/or outside of ITOPSTOP, and shall act professionally at all times.

3. EDUCATIONAL PARTNER’S RIGHTS AND OBLIGATIONS

3.1. The Educational Partner has the right to:

• develop and post Educational Content and provide Education & Training Services on the Company’s online education marketplace (ITOPSTOP), i.e. to perform Online Courses through ITOPSTOP;
• participate in Company’s bundled offering in which Online Courses selected by the Company are offered in a bundled offering (Membership plan) to Customers;
• participate in Company’s promotions;
• receive fees in the form of revenue share from the revenue generated by its Online Courses on ITOPSTOP;
• utilize any other rights described in this Agreement.

3.2. The Educational Partner is responsible for its Educational Content posted on ITOPSTOP and represents, warrants, covenants, and agrees that:

• owns or has the necessary licenses, rights, consents (including, as applicable, all moral rights and/or consents, or has obtained waivers or consents in respect of all moral rights and similar rights) and permissions, and the authority to authorize the Company to display, publicly perform, exhibit, transmit, broadcast, reproduce, record, photograph, digitize, modify, alter, edit, adapt, create derivative works, exploit, promote, sell, rent, license, otherwise use and permit others to use its Educational Content on and through the Services in the manner contemplated by the Agreement;
• has the required qualifications, credentials, and expertise, including without limitation, education, training, knowledge, and skill sets to teach and offer the services that offers on the Courses and through the Services;
• will comply with any reasonable directions or guidelines, notified by the Company from time to time, in respect of its Educational Content;
• its Educational Content and Education & Training Services are in line with all requirements stated within the Community Code of Conduct and Terms and Conditions;
• will not post, upload, or transmit to or otherwise make available through the Services any “Unauthorized Content” as stated within User Conduct Policy of the Terms and Conditions;
• will not engage in any activity that would require the Company to obtain licenses from or pay royalties to any third party, including the need to pay royalties for the public performance of a musical work or sound recording;
• will not place advertisements (whether directly or indirectly) on behalf of third-party advertisers (whether as an agent or otherwise) in respect of the Educational Content;
• will respond promptly to Users and ensure a quality of service commensurate with the standards of the industry in which you operate and Education & Training Services in general;
• will promptly provide the Company with all information it requires from time to time relating to Users and Educational Content, including data relating to completion of, and User progress within, the Courses;
• will provide support to the Company, as reasonably requested, and required, and you will assist the Company with meeting or exceeding their service level commitments to their Users under the Company Service Level Terms where applicable and reasonably practical to do so;
• will follow any other obligations described in this Agreement.

4. COMPANY’S RIGHTS AND OBLIGATIONS

4.1. The Company reserves the right to:

4.1.1. display, publicly perform, exhibit, transmit, broadcast, reproduce, record, photograph, digitize, modify, alter, edit, adapt, create derivative works, exploit, promote, sell, rent, license, otherwise use and permit others to use the Educational Partner’s name, trademark, business name, service name, image, likeness, appearance, voice, professional and personal biographical information, and other personal characteristics as well as the Educational Content provided;

4.1.2. remove Educational Content, suspend payouts, and/or ban Educational Partners for any reason at any time, without prior notice, including in cases where:

• an Educational Partner or Educational Content does not comply with the Company policies or legal terms (including the Terms and Conditions);
• Educational Content falls below the Company quality standards or has a negative impact on the student experience;
• an Educational Partner engages in behavior that might reflect unfavorably on the Company or bring the Company into public disrepute, contempt, scandal, or ridicule;
• an Educational Partner engages the services of a marketer or other business partner who violates the Company’s policies;
• an Educational Partner uses the Services in a way that constitutes unfair competition, such as promotion of their off-site business in a way that violates the Company’s policies; or
• as determined by the Company in its sole discretion.

4.1.3. terminate any further obligations to an Educational Partner, effective immediately and with no further liability to the Educational Partner, but without prejudice to Educational Partner’s outstanding obligations to the Company;

4.1.4. amend the terms of this Agreement (together with the Terms and Conditions, Online Course standards, instructions, rules, or guidance) at any time, and for any reason, with or without any notice to the Educational Partner, at its sole discretion;

4.1.5. enforce this Agreement and any of its provisions by injunction, specific performance, or other equitable relief, without having to post a bond or other consideration, in addition to all other remedies that the Company may have for a breach of this Agreement at law or otherwise;

4.1.6. utilize any other rights described in this Agreement.

4.2. The Company is responsible for reporting the accumulated fees to the Educational Partner and paying them according the Payment Terms described below, as well as to follow any other obligations described in this Agreement.

5. PAYMENT

5.1. Fees. The Educational Partner shall receive the fees stated for the Online Course at the time that Online Course is offered in accordance with the terms set forth in this Agreement. The Educational Partner shall not be entitled to, and the Company shall not be liable for, any other fees, expenses, or costs. The Company reserves the right to adjust fees at its discretion. By accepting the Online Course, the Educational Partner is agreeing to the fees relating to the Online Course that are posted at the time of acceptance and to not make a claim relating to the adequacy of the fee pricing or compensation at a later time.

5.2. Payment Terms. All fees and other amounts payable to the Educational Partner under this Agreement, if any, are stated in and are payable in the currency which shall be specified on a per Online Course basis and the Educational Partner shall be responsible for the costs associated with any exchange rate applicable to converting the specified currency into Educational Partner’s local currency. Unless otherwise specified by the Company in writing, the Educational Partner will be paid by the Company on a monthly basis for all fees payable to the Educational Partner through the third-party payment processor of Company’s choosing. Presently, the Company utilizes some third-party payment processing services, but reserves the right to add or otherwise use a different payment processing service in the future. All payments made to the Educational Partner by the Company hereunder will be made through such a payment processor and are subject to and exclusive of any fees or other charges that such payment processor may charge either the Company or the Educational Partner. To the extent that the Educational Partner resides in or is otherwise situated in a location which is not served by the Company’s third-party payment processor, the Educational Partner shall not provide Education & Training Services hereunder and the Company shall have no obligations to the Educational Partner hereunder. The Educational Partner acknowledges and agrees that it is the Educational Partner’s sole and exclusive responsibility to establish an account with the third-party payment processor and to maintain such account in good standing. The Educational Partner also agrees that the location associated with his or her payment processing account shall be accurate and consistent with the Educational Partner’s application information. The Company shall have no liability to the Educational Partner for any payments due under this Agreement that are denied by the payment processor, that remain unclaimed for a period of thirty (30) or more days, or otherwise are rejected by PayPal or other Company provided third-party payment processing service for any reason.

5.3. Refund. The Educational Partner acknowledges and agrees that students have the right to receive a refund, as detailed in the Terms and Conditions. The Educational Partner will not receive any revenue from transactions for which a refund has been granted under the Terms and Conditions. If a student asks for a refund after the Company has paid the relevant payment to the Educational Partner, the Company reserves the right to either (1) deduct the amount of the refund from the next payment sent to the Educational Partner or (2) where no further payments are due to the Educational Partner or the payments are insufficient to cover the refunded amounts, require the Educational Partner to refund any amounts refunded to students for the Educational Partner’s Educational Content.

6. RELATIONSHIP OF THE PARTIES

6.1. Independent Contractor. The Educational Partner is an independent contractor and nothing in this Agreement will be construed as establishing an employment or agency relationship between the Company and the Educational Partner. The Educational Partner has no authority to bind the Company by contract or otherwise. The Educational Partner will perform the Education & Training Services under the general direction of the Company, but the Educational Partner will determine, in the Educational Partner’s sole discretion, the manner, and means by which Services are accomplished, subject to the requirement that the Educational Partner will at all times comply with applicable law, this Agreement, the Terms and Conditions, special terms, statements of work, or guidelines if applicable and the Company quality standards.

6.2. Equipment and Schedule. The Educational Partner understands and agrees that the Company does not direct or control the Educational Partner, that the Company does not set work hours, work schedules, or location of work; (or to the extent the Company needs to set work hours, work schedules, or location of work, the Company will do so based on Educational Partner’s availability and Company’s needs); that the Company will not provide the Educational Partner with any equipment, Internet connections, tools, labor, training, or materials needed for the Educational Partner to provide the Education & Training Services under this Agreement; and the Company does not provide the premises at which the Educational Partners will perform the work.

6.3. Taxes and Employee Benefits. The Educational Partner must report to all applicable government agencies as income for all compensation received by the Educational Partner pursuant to this Agreement. The Educational Partner will be solely responsible for payment of all withholding taxes, social security, workers’ compensation, unemployment, and disability insurance, or similar items required by any government agency. The Educational Partner will not be entitled to any benefits paid or made available by the Company to its employees, including, without limitation, any vacation or illness payments, or to participate in any plans, arrangements, or distributions made by the Company pertaining to any bonus, stock option, profit sharing, insurance or similar benefits. The Educational Partner will indemnify and hold the Company harmless from and against all damages, liabilities, losses, penalties, fines, expenses, and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or relating to any obligation imposed by law on the Company to pay any withholding taxes, social security, unemployment or disability insurance or similar items in connection with compensation received by the Educational Partner pursuant to this Agreement.

6.4. Liability Insurance. The Educational Partner acknowledges that the Company will not carry any liability insurance on behalf of the Educational Partner. The Educational Partner is encouraged to maintain in force adequate liability insurance to protect the Educational Partner from claims of personal injury (or death) or tangible or intangible property damage (including loss of use) that arise out of any act or omission of the Educational Partner.

7. OWNERSHIP

7.1. Intellectual Property Rights

• The Company acknowledges that the Intellectual Property of the Educational Content, provided by the Educational Partner, vests in the Educational Partner and/or its licensors.
• The Educational Partner agree that the Company owns and retains the Intellectual Property, title, and interest in and to: (i) the Services and Software (including all improvements, enhancements or modifications to the Services and Software); (ii) any software, applications, inventions or other technology developed in connection with Implementation Services or support.
• The Educational Partner is not authorized to use any of the Company’s Intellectual Property except as is expressly allowed under these Agreement.
• The Educational Partner is restricted from making any claims to the Company’s Intellectual Property.

7.2. Moral Rights. To the fullest extent permitted by applicable law, the Educational Partner also hereby irrevocably transfers and assigns to the Company, and agrees to irrevocably transfer and assign to the Company, and waives and agrees never to assert, any and all Moral Rights (as defined below) that the Educational Partner may have in or with respect to any Educational Content and/or Educational & Training Services (Works) during and after the term of this Agreement. “Moral Rights” mean any rights to claim authorship of a work, to object to or prevent the modification or destruction of work, to withdraw from circulation or control the publication or distribution of a work, and any similar right, existing under the judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right as called or generally referred to as a “moral right”.

7.3. Related Rights. To the extent that the Educational Partner owns or controls (presently or in the future) any patent rights, copyright rights, mask work rights, trade secret rights, or any other intellectual property or proprietary rights that may block or interfere with, or may otherwise be required for, the exercise by the Company of the rights assigned to the Company under this Agreement (collectively, “Related Rights”), the Educational Partner hereby grants or will cause to be granted to the Company a non-exclusive, royalty-free, irrevocable, perpetual, transferable, worldwide license (with the right to sublicense) to make, have made, use, offer to sell, sell, import, copy, modify, create derivative works based upon, distribute, sublicense, display, perform and transmit any products, software, hardware, methods or materials of any kind that are covered by such Related Rights, to the extent necessary to enable the Company to exercise all of the rights assigned to the Company under this Agreement.

8. EDUCATIONAL PARTNER REPRESENTATIONS AND WARRANTIES

8.1. No Pre-existing Obligations. The Educational Partner represents and warrants that it has no pre-existing obligations or commitments (and will not assume or otherwise undertake any obligations or commitments) that would be in conflict or inconsistent with or that would hinder the Educational Partner’s performance of its obligations under this Agreement.

8.2. Performance Standard. The Educational Partner represents and warrants that the Education & Training Services will be performed in (i) compliance with all applicable laws and regulations; and (ii) a thorough and professional manner, consistent with high professional and industry standards by individuals with the requisite training, background, experience, technical knowledge, and skills to perform Education & Training Services. The Educational Partner acknowledges that the Company may (but is not obligated) to conduct quality assurance audits of the Education & Training Services, and may provide notice of failure to perform Education & Training Services consistent with this Agreement, the Terms and Conditions, Online Course Standards, or rules and instructions relating thereto, and/or terminate the Education & Training Services with Educational Partner.

8.3. Non-infringement. The Educational Partner represents and warrants that its Educational Content and/or Educational & Training Services (Works) will not infringe, misappropriate, or violate the rights of any third party, including, without limitation, any Intellectual Property Rights or any rights of privacy or rights of publicity, except to the extent any portion of the Educational Partner’s Educational Content and/or Educational & Training Services (Works) is created, developed or supplied by the Company or by a third party on behalf of the Company.

8.4. Non-Solicitation of Personnel. During the term of this Agreement and for a period of one (1) year thereafter, the Educational Partner will not directly or indirectly solicit the services of any Company User, employee, or Educational Partner for Educational Partner’s own benefit or for the benefit of any other person or entity.

8.5. Accurate and Updated Information. The Educational Partner represents and warrants that it will provide truthful, accurate, and updated information relating to the its application, registration, and other information relating to the provision of the Education & Training Services.

9. CONFIDENTIALITY

The Educational Partner and its agents and/or subcontractors, if any, will not use or disclose to any party any Confidential Information of the Company that is obtained from the Company through any means. “Confidential Information” means any information designated by the Company as confidential or proprietary, all information or data concerning or related to the Company’s offerings (including the research, improvement, development, or sale thereof), processes, or business operations, including any information related to the Company’s customers, Users or suppliers, and any other information that is of such a nature that a reasonable person would believe it to be confidential or proprietary. The Deliverables constitute Company’s Confidential Information. The Educational Partner understands that, in connection with the Education & Training Services provided for any Online Course, third-party licensors may also provide data and other information solely for use in the Online Course and/or the related student Online Courses and such information is also considered Confidential Information for the purposes of this Agreement. The provisions of this Section do not apply to any information that: (i) is rightfully known to the Educational Partner prior to disclosure by the Company, (ii) is rightfully obtained by the Educational Partner from any third party without restrictions on disclosure, (iii) is or becomes available to the public without restrictions, or (iv) is disclosed by the Educational Partner with the prior written approval of the Company.

9.1. All legal right, title, and interest in the Confidential Information will remain the property of the Company or its respective Users. The Educational Partner shall immediately notify the Company of the release or suspected release of Confidential Information in violation of this section, whether intentional or inadvertent, and cooperate with the Company in any remediation efforts undertaken to mitigate any detrimental impact of such release.

9.2. Company Systems. The Educational Partner will have access to various Company systems (e.g., ITOPSTOP). The Educational Partner agrees that it will limit the access to and use of the Company Systems to the purposes necessary to provide services under the Agreement and for Assignment-related activities; that will comply with systems policies or guidelines provided by the Company; and that will not engage in activities that could introduce or infect the Company Systems with any viruses, worms, time bombs, Trojan horses, or other harmful or malicious software or code. The Educational Partner agrees that any Company System credentials or passwords shall be considered Confidential Information, and that will safeguard them accordingly.

9.3. Feedback. The Educational Partner may provide feedback, comments, or suggestions about the Company platform (ITOPSTOP), Educational Content, or other Company Services or offerings (“Feedback”). The Educational Partner agrees that any Feedback provided is entirely voluntary and the Company will be free to use such Feedback as it sees fit without any obligation to the Educational Partner.

10. INDEMNITY

The Educational Partner will defend, indemnify, and hold the Company harmless from and against all claims, damages, liabilities, losses, expenses, and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or resulting from:

• any action by a third party against the Company that is based on a claim that any Education & Training Services performed under this Agreement, or the results of such Education & Training Services (including any Educational Content or Work), or Company’s use thereof, (a) violates any applicable law or regulation, and/or (b) infringe, misappropriate or violate such third party’s Intellectual Property Rights; and
• any action by a third party against the Company that is based on any act or omission of the Educational Partner and that results in: (a) personal injury (or death) or tangible or intangible property damage (including loss of use); or (b) the violation of any statute, ordinance, or regulation.

11. TERM AND TERMINATION

11.1. Term. This Agreement will commence on the Effective Date and, unless terminated earlier in accordance with the terms of this Agreement, will remain in force and effect for as long as the Educational Partner is performing Education & Training Services or terminated by either party.

11.2. Termination for Breach. Either party may terminate this Agreement (including all Online Courses in the process) if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days following written notice thereof from the non-breaching party. Notwithstanding the foregoing, the Company reserves the right to terminate this Agreement immediately upon any breach of this Agreement, without any cure period.

11.3. Termination for Convenience. The company may terminate this Agreement (including all Online Courses in the process) at any time, for any reason or no reason, immediately upon written notice to the Educational Partner. The company may also terminate an individual Online Course at any time, for any reason or no reason, immediately upon written notice to the Educational Partner.

11.4. Effect of Termination. Upon the expiration or termination of this Agreement for any reason: (i) the Educational Partner will promptly deliver to the Company all Educational Content, including all work in progress on any Educational Content not previously delivered to the Company, if any; (ii) the Educational Partner will promptly deliver to the Company all Confidential Information in Educational Partner’s possession or control; and (iii) the Company will pay Educational Partner any accrued but unpaid fees due and payable to Educational Partner.

11.5. Except where an exclusive remedy is specified, the exercise of either party of any remedy under the Agreement, including termination, will be without prejudice to any other remedies it may have under the Agreement, by law or otherwise.

11.6. Survival. All rights and remedies accrued by either the Company or the Educational Partner prior to the termination or expiration of the Agreement continue to apply. The provisions of the clauses that by their nature survive continue in full force and effect following expiration or termination of the Agreement.

12. LIMITATION OF LIABILITY

In no event will the Company be liable for any special, incidental, punitive, exemplary, or consequential damages of any kind in connection with this agreement, even if the Company has been informed in advance of the possibility of such damages. Further, the Educational Partner acknowledges and agrees the Company makes no warranties relating to the volume or availability of Online Courses for the Educational Partner or the ability to provide Services, at any time, now or in the future.

13. DISPUTE RESOLUTION, ARBITRATION, CLASS ACTION WAIVER; JURY TRIAL WAIVER

13.1. Dispute Resolution. The Educational Partner agrees that any dispute between the Educational Partner and the Company arising out of or relating to this Agreement, the Education & Training Services, or any other Company Services (collectively, “Disputes”) will be governed by the arbitration procedure outlined below.

13.2. Governing Law. The resolution of any Disputes shall be governed by and construed in accordance with the Bulgarian laws without regard to its conflict of laws principles.

13.3. Informal Dispute Resolution. The Company and Educational Partner agree that they prefer to try to resolve any concerns and/or Disputes without needing a formal legal case. Before filing a claim against the Company, the Educational Partner agrees to try to resolve the Dispute informally by contacting legal@itopstop.com. The Company will try to resolve the Dispute informally by contacting the Educational Partner through email. If a dispute is not resolved within fifteen (15) days after submission, the Educational Partner or the Company may bring a formal proceeding.

13.4. Agreement to Arbitrate. The Educational Partner and Company agree to resolve any Disputes through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.

13.5. Arbitration Procedures. The United Business Clubs (UBC) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes. The arbitration will be held in Bulgaria.

13.6. Arbitration Fees. The UBC rules will govern the payment of all arbitration fees.

13.7. Exceptions to Agreement to Arbitrate. Either the Educational Partner or the Company may assert claims, if they qualify, in competent Bulgarian court in respect to the material interest. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Company Services, or infringement of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above.

13.8. No Class Actions. The Educational Partner may only resolve Disputes with Company on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed under this Agreement.

13.9. Judicial Forum for Disputes. In the event that the agreement to arbitrate is found not to apply to the Educational Partner or Educational Partner’s claim, the Educational Partner and Company agree that any judicial proceeding will be brought in competent Bulgarian court. Both the Educational Partner and the Company consent to venue and personal jurisdiction there. The Company and the Educational Partner each agree to waive their right to a jury trial.

13.10. Limitation on Claims. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to Educational Partner’s use of ITOPSTOP, and/or Company Services, must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever.

14. GENERAL TERMS

14.1. Assignment. The Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign the Agreement without the advance written consent of the other party, except that either party may assign the Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party’s assets or voting securities. Any attempt to transfer or assign the Agreement except as expressly authorized under this Section will be null and void.

14.2. Severability. If any provision of the Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that the Agreement shall otherwise remain in effect.

14.3. Governing Law. Jurisdiction and Venue. The Agreement shall be governed by the Bulgarian laws without regard to conflicts of law provisions thereof. The jurisdiction and venue for actions related to the subject matter hereof shall be the competent Bulgarian court and both parties hereby submit to the personal jurisdiction of such courts.

14.4. Notice. All notices required or permitted under this Agreement will be in writing, provided that the Company may send such written notice by email, ITOPSTOP dashboard, or other similar electronic communication.

14.5. Amendments. Waivers. The Company retains the right to amend the terms of this Agreement at any time, and for any reason, with or without any prior notice to the Educational Partner, at its sole discretion. No waiver will be implied from conduct or failure to enforce or exercise rights under the Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived.

14.6. Entire Agreement. This Agreement, together with any Online Courses, statements of work, Terms and Conditions, Code of Ethics , Community Code of Conduct and Privacy Policy constitutes the complete and exclusive understanding and agreement of the parties with respect to its subject matter and supersedes all prior understandings and agreements, whether written or oral, with respect to its subject matter.

14.7. Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under the Agreement (except for a failure to pay fees for services rendered) if the delay or failure is caused by unforeseen events that occur after the signing of the Agreement and that are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, pandemic, epidemic, substantial failure or diminishment of electricity, telecommunications networks, or refusal of a license by a government agency.

14.8. Subpoenas. Nothing in the Agreement prevents the Company from any disclosures to the extent required by law, subpoenas, or court orders, however the Company will use commercially reasonable efforts to notify the Educational Partner, where permitted to do so.

14.9. Independent Contractors. The parties to the Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

14.10. Export Control. In its use of ITOPSTOP, the Educational Partner agrees to comply with all export and import laws and regulations of Bulgaria and other applicable jurisdictions. Without limiting the foregoing, (i) the Educational Partner represents and warrants that it is not listed on any government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a government embargo or that has been designated by the government as a “terrorist supporting” country, (ii) the Educational Partner shall not submit to ITOPSTOP any information that is controlled under the International Traffic in Arms Regulations.