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STEAM ON DEMAND℠ SERVICE AGREEMENT

THIS SERVICE AGREEMENT (the “Agreement”) is made and entered into, by and between Lyricos Learning, LLC a Delaware limited liability company doing business as Idea Lab International (the “Company”), and the individual or entity named (“Customer”) on the STEAM on Demand Service Registration Form (“Registration Form”), as of the date the Customer clicked to confirm their agreement to the terms and conditions of this Agreement on the Registration Form (the “Effective Date“).  The Company and the Customer are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”

RECITALS

The Customer will select a subscription choice (“Subscription”) on their Registration Form which indicates both a subscription period and pricing such as:
  1. Thirty (30) Day Free Trial: Provides access to the first four lessons of the recommended schedule for the academic year.  The Free Trial shall commence on the date the first active Customer login is assigned as defined in Section 3 of this Agreement.
  2. Twelve (12) Month Standard Subscription: Provides access to sixty-eight (68) lessons, 34 Primary (K-2, Juniors) and 34 Upper (3-6, Seniors) as a recommended schedule for the academic year, one lesson per week.  The Twelve (12) Month Standard Subscription shall commence on the date the first active Customer login is assigned as defined in Section 3 of this Agreement.
  3. Twelve (12) Month Premium Subscription: Provides access to one hundred and thirty-six (136) lessons, 68 Primary (K-2, Juniors) and 68 Upper (3-6, Seniors), as a recommended schedule for the academic year, two lessons per week.  The Twelve (12) Month Premium Subscription shall commence on the date the first active Customer login is assigned as defined in Section 3 of this Agreement.
Once a Subscription choice (“Choice”) is made the period of the Subscription with be that indicated in the Choice above. Any selected Subscription shall commence on the date the first active Customer login is assigned as defined in Section 3 of this Agreement (“Subscription Start Date”).   At the time of online registration, Customer shall indicate their selection of one of the above subscription choices, which constitute a subscription service license to the Company’s STEAM on DemandSM online platform (“Platform”) and educational service (the “Service”) comprised of non-downloadable instructional videos that may include but are not limited to the fields of science, technology, engineering, art, and math (“STEAM”) and other third-party content (the “Third-Party Content”).

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and each of the respective representations, warranties, covenants and obligations and agreements contained herein, the Parties, intending to be legally bound, hereby agree to and covenant as follows:
  1. Service. The Service is comprised of the Company’s Platform and instructional videos that are designed to provide hands-on STEAM oriented projects to Customer’s students, facilitated by Customer’s instructors. The instructional videos are intended to be accessed solely by instructors, not students, for classroom, or online instruction. Interactive videos provide concepts and steps for Customer’s employees to share with Customer’s students and to facilitate the project-based activities. Emphasis is placed on hands-on projects to motivate the students to learn key concepts in the sciences, engineering and the arts. Instructors shall reach out to the Company by email or phone with any issues to ensure that the platform successfully supports the instructors’ efforts. If taught online, certain projects may not be able to be completed without adult supervision and special material orders. The Company recommends that instructors and students understand that the videos can still be used for fun and engaging online instruction, discussion, and quizzes, while postponing activities for a later in-person classroom time. Each video contains a list of materials that are involved in each project and such materials may be sourced independently by the Customer or by the Company. If the Customer places orders they have the option of using links provided in the Platform which may include links to suggested material sources or links to pre-packaged kits for sale by the Company. The Customer may also choose to purchase materials from other sources. If the Company places orders, the material costs, (“Material Costs”) will include a shipping and handling surcharge, (“Surcharge”), which is an additional twenty (20%) percent of the cost of materials and cost handling fees, plus any shipping fees required to meet customer deadlines. There are no guarantees that the supplies will be available or that shipping times may meet the schedules of the Customer. If materials are requested by the Customer to be ordered by the Company, a location for delivery will be provided and a material request will be made by a designated Customer staff member at least seven (7) days in advance of any activity. Special packaging and distribution of materials will be left to the Customer. Excess materials costs that may result from minimum packaging requirements by the manufacturers shall be covered by the Customer. All activities are designed to be performed under adult supervision, and the Customer’s instructors shall be solely responsible for determining whether materials will be distributed to students and their families.
  2. Service License. The Company grants, during the time of the Customer’s Subscription, the Customer a restricted, temporary, revocable, non-exclusive, and limited right to access (“Service License”) the Service and the Platform for use in the Customer’s after-school, regular school, and summer school programs, for thirty (30) days to twelve (12) months, depending on the Customer’s Subscription Choice, at the Customer’s U.S. locations only, and as defined herein. Each Service License, only one per Customer location, shall include at most seven (7) active instructor login accounts in a given month, and the right to have up to a total of one hundred and twenty-five (125) students in a given month, per location accessing the Service. Such Service License shall expire upon expiration of the Customer’s then in effect Subscription, which shall be either 30 days or 12 months after the Subscription Start Date, depending on the Choice made. The Customer agrees that it shall not copy, reverse engineer, decompile, make derivate works or license, rent, or sell the Service or the Platform to any other individual or entity.
  3. Fees and Material Costs. There shall be no monthly service fee (“Service Fee”) during a thirty (30) day Free Trial period. The Service Fee, as stated on the Customer’s Registration Form, shall be paid within thirty (30) days of the first active Customer login being assigned or at such a time indicated on the Registration Form. A login is defined as being active when the Customer can login to the Platform and begin playing videos. If the Company orders materials at the request of the Customer, Material Costs shall be invoiced as described also in Section 1 above. Material Costs shall be reimbursed within thirty (30) days of the Company providing invoices to the Customer. The Service Fee shall provide the Customer with access to the Platform with up to seven (7) active logons, that is logins in use, in a given month for instructors or staff, and allow the Customer to provide instruction for up to one hundred and twenty-five (125) students per month or to such number of students as may be mutually agreed to in writing, solely at the Customer’s locations.
  4. Customer Obligations.
    • Customer shall have completed the Company’s Registration Form identifying the Customer, validating they are at least 18years of age or older or an entity that was validly formed and remains in good standing under the laws of the jurisdiction in which it was formed and providing a notification email address and physical mailing address.
    • All instructors or classroom facilitators will be provided by the Customer, the Company will not be providing any instructors or facilitators. The Customer may use lesson schedules recommended by the Company or can select any specific lessons (videos) that are available on the platform. The Customer agrees to provide feedback on the Platform for any lessons delivered to the Customer’s students. It is recommended that the Customer plan at least seven (7) days in advance of the expected lesson instruction date to ensure adequate lead time for any course materials to be ordered and delivered.
    • The Customer shall restrict access to the Service through logon credentials that are made available to Customer’s instructors by the Company and will not give access to any unauthorized personnel. Logon credentials may not be shared. If users change during the Trial, the Customer shall request an additional logon credential so long as there are only seven (7) active logons at a time, per location. The Customer shall immediately notify the Company if any logon credentials are compromised.
    • The Company shall receive an irrevocable, non-exclusive, unrestricted right to use, copy, and distribute any content uploaded onto the Platform, on any platform or medium anywhere in the world, except as may be restricted herein or under any Privacy Policy on the Platform, without any compensation. The Customer shall not upload any inappropriate content to the Platform and shall not upload any content that infringes any third-party’s intellectual property rights.
    • Customer understands that the platform requires high speed internet access to smoothly stream videos which are best projected on a large enough screen with adequate sound for students to hear and see the videos clearly. Customer’s personnel shall be responsible for ensuring that all necessary technology, laptops, internet connections, and IT support are adequate to support the Service at the Customer’s locations. Adequate furniture, space and meeting rooms will be provided at the Customer’s locations so students can comfortably participate in the Service projects.
    • Customer’s personnel shall use industry standard tools to secure Customer’s technology used to access the Platform and Service including Smart boards, Chromebooks and/or laptops and ensure they are free of viruses, malware, ransomware, and other malicious software programs.
    • Customer shall be solely responsible for the safety of their employees, and their students, and for themselves, their employees, and their students complying with all applicable safety regulations in delivering the STEAM on Demand Service, lessons, projects and any associated materials to Customer’s students. The Customer shall ensure that the use of these videos and the conduct of the activities therein are done under adult supervision in compliance with all applicable safety regulations.
    • The Customer acknowledges that circumstances outside the control of the Company, including but not limited to, internet outages or equipment failures could render the Service temporarily unavailable, and the Company shall not be liable for any such outages.
    • Customer agrees not to upload any offensive material to the Platform and shall immediately remove any content from the Platform if instructed by the Company.
  5. Company’s Obligations. The Company shall endeavor to make the Service available during normal school hours and after-school hours. Customer acknowledges that circumstances outside the control of the Company, including but not limited to, internet outages, software failures or equipment failures could render the Service and the Platform temporarily unavailable, and the Company shall not be liable for any such outages.
  6. Customer’s Representations and Warranties.
    • The Customer, if an individual, is 18 years of age or older, or if an entity was validly formed and remains in good standing under the laws of the jurisdiction in which it was formed. The Customer has full authority to enter into and be bound by this Agreement.
    • Customer represents and warrants that Customer read, understood, and agreed to the terms and conditions of this Agreement by clicking Customer’s acceptance of this Agreement on the Registration Form.
    • Customer, if an entity, represents and warrants that it is a U.S. based entity.
  7. Company’s Representations and Warranties. Company is a duly formed Delaware limited liability company and remains in good standing under the laws of the jurisdiction in which it was formed. The Company has full authority to enter into this Agreement.
  8. No Express or Implied Warranties. THE COMPANY HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY WARRANTY FOR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE SERVICE AND PLATFORM MUST BE ACCEPTED BY CLIENT “AS IS” WITH ALL FAULTS. IN THE EVENT A WARRANTY CANNOT BE DISCLAIMED BY LAW THEN THE COMPANY’S LIABILITY WILL BE THE LESSER OF ANY ACTUAL DAMAGES OR ONE HUNDRED DOLLARS.
  9. Trademark Licenses. Each Party (“Licensor”) grants to the other Party (“Customer”) a restricted, non-exclusive, revocable, non-transferrable, non-assignable, limited license to use the Licensor’s name, product names, and trademarks (collectively the “Marks”) solely to identify the Licensor’s products or facilities. All goodwill resulting from Customer’s use of the Marks is solely for Licensor’s benefit. Nothing herein shall grant to the Parties any right, title, or interest in or to the other Party’s Marks.
  10. Licenses, Permits, and Approvals. Any required government or school licenses, permits, or approvals from various regulatory agencies related to the Service being offered at the Customer’s locations are the sole responsibility of the Customer.
  11. Confidentiality. Information that is exchanged by the Company that is (1) marked as confidential, or (2) orally identified as confidential and pertaining to purpose of this Agreement (“Confidential Information”) shall be kept confidential by the Customer. The Customer shall limit disclosure to their respective directors, officers, partners, members, consultants, legal and financial advisors, and/or employees having a need to know and shall not disclose Confidential Information to any third party without prior written consent or unless authorized in this Agreement. The Customer can satisfy its obligations hereunder if they take affirmative measures to ensure compliance with these confidentiality obligations by their respective employees and others who are permitted access to the Confidential Information. The Customer shall only use the Confidential Information for the purpose contemplated in this Agreement. The Customer shall have no obligations regarding Confidential Information that (1) was possessed prior to receipt, (2) becomes a matter of public knowledge through no fault of the Customer, (3) is rightfully received from a third party having no duty of confidentiality, (4) is independently developed, or (5) is disclosed without a duty of confidentiality by the disclosing Party. Nothing herein shall prevent the Customer from disclosing Confidential Information where compelled by law, the government, the courts, or any administrative regulatory body provided the Customer promptly notifies, to the extent possible, the Company of demand for such disclosure so the Company may, at its sole expense, seek by legal means to protect such disclosure or preserve confidentiality. This Confidentiality clause shall survive for a period of two years after the termination date of this Agreement.
  12. No Exclusivity. Customer acknowledges that there shall be no exclusivity to the Customer for any Service License granted under this Agreement.
  13. Legal Compliance. The Customer agrees to comply with all applicable statutes, laws, and regulations. The Customer agrees to obtain any licenses or permits that may be necessary to fulfill its obligations under this Agreement.
  14. Indemnification. CUSTOMER SHALL INDEMNIFY, DEFEND, AND FOREVER HOLD HARMLESS THE COMPANY’S OWNERS, MEMBERS, OFFICERS, SHAREHOLDERS, EMPLOYEES, PARTNERS, AFFILIATES, CONTRACTORS, AGENTS, LEGAL AND FINANCIAL ADVISORS, AND INDEPENDENT CONTRACTORS FROM AND AGAINST ANY AND ALL LIABILITIES, LOSSES, DEMANDS, ACTIONS, CAUSES OF ACTION, CLAIMS, FINES, SUITS, PENALTIES, ACTIONS, JUDGMENTS OR OTHER EXPENSES, INCLUDING, BUT NOT LIMITED TO, FINES BY REGULATORY AUTHORITIES, OR REASONABLE ATTORNEYS’ FEES AND COSTS, INCLUDING COSTS INCURRED IN ENFORCING A RIGHT TO INDEMNIFICATION HEREUNDER (COLLECTIVELY, “LOSSES”) INCURRED BY THE COMPANY, ARISING FROM OR RELATED TO THIS AGREEMENT AND CUSTOMER’S USE OF THE SERVICE, PLATFORM AND MATERIALS AGREED TO HEREIN. HOWEVER, SUCH INDEMNITY DOES NOT APPLY TO THE EXTENT THAT SUCH LOSSES ARE CAUSED SOLELY BY ANY BREACH BY THE COMPANY OF ITS OBLIGATIONS HEREUNDER.
    1. Limitation of Liability. CUSTOMER HEREBY AGREES THAT UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE TO THE CUSTOMER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER IN CONTRACT OR TORT (INCLUDING STRICT LIABILITY AND NEGLIGENCE), INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, DIMINUTION OR LOSS OF VALUE, LOSS OF USE, LOSS OF ANTICIPATED PROFITS, LOST OPPORTUNITIES OR LOST PROFITS. UNDER NO CIRCUMSTANCES, SHALL THE COMPANY’S TOTAL LIABILITY EXCEED THE LESSER OF ANY ACTUAL DAMAGES OR ONE HUNDRED DOLLARS.
  15. Assignment. The subscription license is for the use of the Customer only and cannot be assigned or transferred to any other party. The Company reserves the right to assign this Agreement to any third party, in its sole discretion.
  16. Entire Agreement. This Agreement represents the sole understanding and agreement between the Parties, and supersedes any prior or concurrent statements, discussions, understandings, or agreements between the Parties, whether orally or in writing, regarding the subject matter of this Agreement.
  17. Term and Termination. The term (“Term”) of this Agreement, as stated on the Customer’s Registration Form, commences on the Effective date of this Agreement and terminates at the end of the Customer’s, then in effect, Subscription.
    1. Termination Without Cause. The Company may terminate this Agreement immediately, upon email notification to the Customer. If termination occurs in 30 days or less from the Subscription Start date, a 50% refund will be paid to the Customer If termination occurs after 30 days, but prior to 90 days, a 10% refund will be paid. On or after 90 days, no refunds will be made.
    2. Termination for Cause. Either Party may terminate this Agreement due to a material breach by the other Party, with five (5) days written notice by the non-breaching Party. The Customer may terminate this Agreement under the terms outlined in Section 18 below if they do not agree to any proposed modifications to this Agreement.
  18. Amendment; Waiver. This Agreement can only be amended by a written document signed by both Parties. No waiver of any provision of this Agreement will be valid against a Party unless such waiver is set forth in writing signed by such Party. No other emails, oral modifications, nor performance by the Parties, shall be deemed to amend the terms and conditions of this Agreement. Notwithstanding anything to the contrary in this Section, the Company can modify the terms and conditions of this Agreement at any time, upon thirty (30) days advance written notification, via email or notification via the Platform, to the Customer of the proposed modifications. Upon Customer’s receipt of such notification, the Customer shall have thirty (30) days to notify the Company that it is terminating this Agreement, or such modifications shall be deemed accepted by the Customer.
  19. Severability. If any provision, or portion thereof, of this Agreement is invalid or unenforceable under any applicable statute or rule of law, or so found by a court of competent jurisdiction, such provision or portion thereof is deemed to be stricken and the rest of this Agreement shall remain in full force and effect.
  20. No Rights to Information Implied or Granted. This Agreement shall not be construed as creating, conveying, transferring, granting, or conferring upon the Customer any rights, license, or authority in the Company’s intellectual property. No license or conveyance of any intellectual property rights by the Company to the Customer is granted or implied by this Agreement.
  21. Mandatory Mediation. If a dispute arises out of or relates to this Agreement, or the breach thereof, and if the dispute cannot be settled through negotiation, the Parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure. The mediation conference shall take place in a location agreed upon by the Parties, located in Orange County, California. In the event the dispute cannot be settled by mandatory mediation the Parties agree to binding arbitration as defined in the Binding Arbitration section, immediately below.
  22. Binding Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration hearing shall take place in Orange County, California. Binding arbitration proceedings shall be governed and construed under the laws of the State of California without giving effect to any choice of law rules or other conflicting provision or rule that would cause the laws of any jurisdiction to be applied.
  23. Governing Law. This Agreement shall be governed and construed by the laws of the State of California without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods the application of which is expressly excluded. Both Parties agree to submit to the jurisdiction of the state and federal courts located in Orange County, California.
  24. Non-Disparagement. The Customer agrees not to make any disparaging, or derogatory remarks about the Company and its owners, members, officers, employees, partners, business advisors, legal and financial advisors, customers, Affiliates, or contractors. Customer is free to provide critical feedback regarding the Service or Platform.
  25. Relationship Between the Parties. Nothing contained in this Agreement shall be construed as creating any partnership or joint venture between the Parties. Neither Party shall be authorized to act as an agent for the other, nor shall the Parties enter into any agreement or contract on behalf of the other as representative or agent, and no employee of one Party shall be deemed to be an employee of the other Party. This Agreement is not a franchise agreement and no such rights are granted or implied under this Agreement.
  26. Rules of Construction. Both Parties have utilized their own respective legal counsel, financial, accounting, and tax professionals to evaluate, negotiate and provide edits to this Agreement. Both Parties are sophisticated business entities, and this Agreement shall not be construed against the Party responsible for drafting this Agreement.
  27. Attorney’s Fees. If either Party institutes any legal suit, action, or proceeding against the other Party to enforce this Agreement, or obtain any other remedy arising out of, or relating to, this Agreement including, but not limited to, contract, equity, tort, fraud, and statutory claims, the prevailing Party in a final, non-appealable judgment regarding the suit, action, or proceeding is entitled to receive, and the non-prevailing Party shall pay, in addition to all other remedies to which the prevailing Party may be entitled, the costs and expenses incurred by the prevailing Party in conducting the suit, action, or proceeding, including reasonable attorneys’ fees and expenses, and court costs, even if not recoverable by law (including, without limitation, all fees, taxes, costs, and expenses incident to appellate, bankruptcy, and post-judgment proceedings).
  28. Notification. The Parties shall serve notice by email, or as otherwise agreed to by the Parties from time to time. All notices, requests, demands, consents, instructions, or other communications required or permitted hereunder shall be in writing and emailed to each Party at the email addresses of the Parties as set forth below, or at such other address as the Parties shall have furnished to each other in writing or email. All such notices and communications will be deemed effectively given the earlier of one (1) business day after being emailed or when the email was received. Notice shall be emailed to the Parties respective addresses below:

COMPANY

notification@steamondemand.org

CUSTOMER

As identified on the Registration Form

ID: 210907 STEAM on Demand℠ Service Agreement