STUDENTS ROTATION SOFTWARE LICENSE AGREEMENT

This Students Rotation Software License Agreement, which includes Terms and Conditions and Acknowledgement of Agreement (“Agreement”), is made and entered into by and between Students Rotation Software, Inc. dba Rotation Manager, a Florida Corporation (“Licensor”) and the individual student signing below (“Student User”). Licensor and Student User are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.” The purpose of this Agreement is to provide a means for Student User to access and use Licensor’s software, intellectual property and other rights known generally under the common name of Students Rotation Software, including without limitation, all updates, enhancements, modifications, developments, scripts, and related documentation created by Licensor with respect thereto (collectively, the “Software”) upon the terms and conditions of this Agreement (“Software License”).

TERMS AND CONDITIONS

These Terms and Conditions constitute a legally binding agreement made between Student User and Licensor concerning the Software License and will govern Student User’s use of the Software, unless modified in writing by Licensor and signed by Student User. The following terms and conditions apply to this Agreement:

1. License Grant. Subject to and in consideration of Student User’s agreement to use the Software as prescribed herein, Student User is granted a non-exclusive, non-transferable, non-assignable, restricted Software License during the term of this Agreement to access and use the Software. Licensor reserves the right to add additional functionality, customization, add-ons and modules made optional to the Software License and fee based (such as user evaluations and group chat).

2. Software License Restrictions. The Software License granted in this Agreement is subject to certain restrictions. Student User shall not: (a) Allow third parties (or develop methods for third parties) to use the Software; (b) sell, rent, lease, use collectively, record, license, sublicense, share, distribute, publicly communicate, transfer, or exploit in any other manner the Software; (c) except as permitted by applicable law, decompile, disassemble, or reverse engineer the Software, in whole or in part, and Student User shall not attempt to obtain in any other manner any Software source code, and shall not carry out any action to the detriment of Licensor’s intellectual property rights; (d) make copies, execute, publish, or reproduce the Software, unless expressly authorized in this Agreement; (e) modify or create or develop any derivative works or any type of software program based on the Software; (f) alter or modify the Software without the prior written consent of Licensor; or (g) reject, avoid, elude, remove, deactivate, or evade, in any way, any protection mechanism of the Software.

3. Fees and Payment. Use of the Software requires that Student User register and create an account (“Account”). Student User agrees to provide current, complete, and accurate Account information to Licensor. Student User further agrees to promptly update Account and other information, including email address and payment card expiration date. A fee will be assessed for each Student User and such fee will be paid by either the school attended by Student User, which school has entered into a license agreement with Licensor for use of the Software (“Licensee School”) or Student User, as determined by Licensee School. If Licensee School pays the fee on behalf of all Student Users, then Licensee School will be invoiced for the fees due. If Student User is responsible for paying the fee directly to Licensor, then Student User will pay the fee by credit card as part of the online account registration process required by Licensor for use of the Software. Licensor may use third party providers to process payments. All payments shall be in U.S. dollars. Student User agrees to pay all fees at the rate then in effect for use of the Software and Student User authorizes Licensor to charge the chosen payment provider for any such fees. The subscription will be automatically renewed and charged to the payment method on file as long as Student User does not close the account.

4. Option to Purchase Additional Services.
a.Document Review Services. Student User may also elect to purchase document review services from Licensor, in accordance with the fees established by Licensor. Student User will: (i) upload the documents to the Software platform, pay for the document review services, and provide Licensor with a complete set of rules for each document uploaded; (ii) Licensor will review the documents to determine the accuracy and completeness, and mark them as approved upon completion of the review; (iii) Licensee School will be responsible for the final review of all documents and making Student User’s documents visible to designated users at the hospital where Student User applies for rotations, which hospital has entered into a license agreement with Licensor for use of the Software (“Licensee Hospital”).
b. Certification Document Services. Student User may also elect to purchase selected certification documents offered by Licensor in accordance with the fees established by Licensor. Certification documents include criminal background checks, Level II Fingerprint VECHS Background checks, and drug screening tests. The drug screening test will be conducted by third-party service providers, such as LabCorp or Quest Diagnostics (“Third-Party Service Provider”) upon Licensor’s receipt of payment from Student User. Third-Party Service Provider will collect a urine and/or blood sample for analysis to determine the presence of any prohibited substances (e.g. marijuana, cocaine, opiates, barbiturates, methadone). Third-Party Service Provider will release any and all documentation relating to such drug screening test to Licensor, and Licensor will upload such documentation to its Software platform. Student User understands, acknowledges, and agrees that Licensor will have access to information furnished or obtained in connection with the drug screening tests and that Licensor will maintain the confidentiality of such information in accordance with its obligations under this Agreement and Licensor will share such information only to the extent necessary to make informed decisions for purposes of qualifying for the clinical rotation.
c. No Liability for Certification Document Reviews. Licensor and the Third-Party Service Provider will not be held liable in any way for any results, errors, or omissions related to the generating and/or handling of documents uploaded to the Software platform, including but not limited to background checks, fingerprint checks, and drug screening tests. It is understood and agreed by Student User that Licensor is solely a third party conduit to information about investigations and tests performed by others and Licensor cannot control the databases or testing methods used by such parties. Student User agrees not to sue or hold Licensor and/or Third-Party Service Provider responsible for any alleged harm that may result from such certification document reviews, as long as the release or use of the information is within the scope of this Agreement and in accordance with the confidentiality provisions set forth herein.

5. Term and Termination. Student Users may access the Software upon Licensor’s receipt of the fee payment. Student User shall have the right to access and use the Software during the period the fee is paid. Licensor may immediately terminate this Agreement without notice if Licensor determines, in its sole discretion, that the Licensed Software is being used for a purpose not approved by Licensor.

6. Confidentiality.
a. Confidential Information. “Confidential Information” means the non-public information that is disclosed by one Party (“Discloser”) to the other Party (“Recipient”). Confidential Information shall encompass and include (but shall not be not limited to) each of the following types of written, oral, computer, or graphic information used, owned, developed, invented, designed, conceived, conducted, improved, acquired, possessed, or purchased by Licensor or Student User, whether or not such information is marked or designated as confidential or trade secret information: (i) the Software, any computer programs, proprietary software, source code, object code, manuals, and other media; (ii) any market plans; market surveys; tests; test methods; prototypes, and the results of any focus groups, surveys, and brand studies; (iii) any new and useful process, device, apparatus, method, machine, manufacture, discovery or composition of matter, or any new and useful improvement thereof, whether or not patentable; (iv) any trade secrets or know-how; (v) the identity of, or any lists of existing and prospective suppliers, vendors, clients, customer or client contacts, and contracts with clients or customers; (vi) all personally identifiable information about Student Users; and (vii) all “protected health information,” as that term is defined in the Health Insurance Portability and Accountability Act of 1996, including the implementing regulations related to privacy, security, breach notification, and enforcement, as amended, or as defined by any state law.
b. Use of Confidential Information. Each Party agrees that it shall: (i) take reasonable measures to protect the Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of the Confidential Information as the Recipient uses to protect its own confidential information of a like nature; (ii) limit disclosure to those persons within Recipient’s organization with a need to know and who have previously agreed in writing, prior to receipt of Confidential Information either as a condition of their employment or in order to obtain the Confidential Information, to obligations similar to the provisions hereof; (iii) not copy, reverse engineer, disassemble, create any works from, or decompile any prototypes, software or other tangible objects which embody the other party's Confidential Information and/or which are provided to the party hereunder; (iv) not use the Confidential Information of the other Party for any purpose other than to perform or receive (as applicable) the services hereunder; and (v) comply with, and obtain all authorizations required by all applicable export control laws or regulations.
c. Limitations on Restrictions. Confidential Information shall not include information that is (i) part of or becomes part of the public domain (other than by disclosure by the Recipient in violation of this Agreement); (ii) previously known to the Recipient without an obligation of confidentiality; (iii) independently developed by the Recipient outside this Agreement; or (iv) rightfully obtained by the Recipient from third parties without an obligation of confidentiality. At the end of this Agreement, or earlier if requested by the Discloser, the Recipient shall promptly return or destroy all Confidential Information, other than Confidential Information that may be retained in backup resources or for administrative purposes such as financial reporting and record-keeping.
d. Legal or Regulatory Exclusions. Notwithstanding the confidentiality obligations contained herein, either Party may disclose the Confidential Information of the other Party to the extent such disclosure is required to comply with applicable law or the valid order or requirement of a governmental or regulatory agency or court of competent jurisdiction, provided that the Party disclosing the information pursuant to legal, governmental, or regulatory requirement (i) restricts such disclosure to the maximum extent legally permissible; (ii) notifies the Party to whom the Confidential Information belongs as soon as practicable of any such requirement; and (iii) that subject to such disclosure, such disclosed materials shall in all respects remain subject to the restrictions set forth in this Agreement.
e. Data Security Program. Licensor will implement and maintain a data security program to use appropriate administrative, physical, and technical safeguards to protect the Confidential Information in its possession received from Student Users. Licensor’s data security program will include (i) a written data security policy; (ii) a response plan for attempted or successful unauthorized access, use, disclosure, modification, or destruction of Confidential Information or interference with system operations that contain Confidential Information (“Security Incident”); (iii) periodic security awareness training; and (iv) use of confidentiality agreements with those independent third parties with which Licensor has delegated duties under the terms of this Agreement.
f. Reporting a Security Incident. Each party agrees that, in the event of any Security Incident of which the Recipient becomes aware that involves the Discloser’s Confidential Information, the Recipient will promptly notify the Discloser of such Security Incident. The Recipient will provide the following information to the Discloser in writing: (i) Identification of each individual who is the subject of the Confidential Information that has been, or is reasonably believed to have been accessed, acquired, or disclosed; (ii) a brief description of the events; (iii) date of the Security Incident; (iv) date of discovery; (v) type of Information involved; (vi) any preliminary steps taken to mitigate the damage; and (vii) a description of the investigatory steps taken. The parties acknowledge and agree the Recipient is not obligated to report the existence or occurrence of attempted but unsuccessful security threats, including but not limited to, pings and other broadcast attacks on a party’s firewalls, port scans, unsuccessful login attempts, denials of service, and any combination thereof, so long as there is no resulting unauthorized access, use, or disclosure of Confidential Information received from the Discloser.
g. Ownership of Confidential Information. Except as explicitly stated in this Agreement, Recipient is granted no license or conveyance of Discloser’s Confidential Information of any intellectual property rights therein. Title to the Discloser’s Confidential Information shall remain solely with Discloser.
h. Destruction of Confidential Information. Upon the expiration or termination of this Agreement, Recipient shall, upon request from Discloser, destroy all Confidential Information of Discloser. Recipient shall certify such destruction to Discloser within thirty (30) days following request of such certification. However, the Parties agree that, for purposes of facilitating Student Users’ access to historical information, Licensor will retain and shall not destroy (or return) information obtained from Student Users through use of the Software.
i. Remedies. Both Parties agree that any unauthorized use or disclosure by Recipient of Discloser’s Confidential Information in a manner inconsistent with the terms of this Agreement may cause Discloser irreparable damage for which remedies other than injunctive relief may be inadequate. Accordingly, if Recipient discloses or uses (or threatens to disclose or use) any Confidential Information of Discloser in breach of the confidentiality provisions hereunder, Discloser will have the right, in addition to any other remedy available at law, to seek injunctive relief to enjoin such acts.

7. FERPA Privacy Notice. The Software collects personally identifiable information on Student Users who apply for rotations through a Licensee School for purposes of completion of a degree or certificate program from the Licensee School, and as such the information gathered generally comprises "education records," as that term is defined in the Family Educational Rights and Privacy Act and its implementing regulations, 20 USC §1232g(a)(4); 34 CFR 99.3 ("FERPA"). A notice summarizing Student User’s access to education records and confidentiality rights under FERPA may be obtained from Licensee School. Licensor maintains the confidentiality of education record information obtained during the period of time Student User is a registered student with the Licensee School and for so long as Licensor retains such information, consistent with the terms of FERPA. Licensor’s confidentiality obligations under FERPA do not extend to information Licensor may be provided by Student User after Student User graduates or is no longer a student at Licensee School. Requests for education record information about Student User received by Licensor from anyone other than Student User, School Administrator Users, or Hospital Users will be forwarded to Licensee School for response. Licensor is not responsible for determining the appropriateness of the release of education record information by Licensee School to third parties or any damages that may arise from any release that is determined to be inappropriate.

8. Retention of Intellectual Property Rights. Student User acknowledges and agrees that the Software constitutes Confidential Information and is proprietary to Licensor and embodies trade secrets and intellectual property of Licensor (and its licensors, if any), protected under United States copyright and other laws and international treaty provisions. Student User further acknowledges that all right, title, and interest in and to the Software, including associated intellectual property rights, are and shall remain with Licensor. Student User agrees to maintain the confidentiality of the Software. Student User agrees that any new features, functionality, corrections, or enhancements for the Software or improvements to the Software developed during the term of this Agreement, regardless of who developed them, are the sole and exclusive property of Licensor.

9. Non-Competition. The Parties hereby covenants and agrees that during the License Term and for a period of one (1) year following the expiration or termination of this Agreement, Student User will not, either individually or in partnership or other association, or jointly, or in conjunction with any person, firm, association, syndicate, company, or other entity as principal, agent, employee, or shareholder, directly or indirectly, compete with Licensor by performing work or services similar to the Software (or using Confidential Information to perform such work or services) for any of Licensor’s existing or prospective customers or clients.

10. Non-Solicitation. Student User will not, at any time during the term of this Agreement and for a period of one (1) year thereafter, divulge to any third party the name of a hospital, school, student, customer, supplier, partner, vendor or agent of Licensor ("Important Party") or solicit, interfere with or endeavor to entice away from Licensor any Important Party or otherwise affect the relationship between Licensor and any Important Party.

11. Indemnification.
a. Licensor Indemnification. Licensor will defend, indemnify, and hold Student User harmless against any claim brought by a third party to the extent it alleges the Software directly infringes any United States patent, copyright, or trademark, or misappropriates any trade secret of that third party (“Claim”), and will pay all costs, damages, and expenses finally awarded against Student User by a court of competent jurisdiction provided that Student User gives Licensor prompt written notice of a Claim or potential Claim and Student User reasonably cooperates with Licensor in the defense or settlement of the Claim. Notwithstanding the foregoing, Licensor shall have no liability for any claim of infringement based on (i) the modification of the Software by anyone other than Licensor; (ii) the use of the Software, other than in accordance with the terms of this Agreement; or (iii) the combination of the Software with other software or hardware not provided or approved by Licensor, where the combination causes infringement and not the Software standing alone.
b. Remedies. If the Software, or any material portion thereof, is held by a court of competent jurisdiction to infringe, or if Licensor believes the Software may be subject to a Claim or held to infringe, Licensor shall, in its commercially reasonable judgment and at its expense (i) replace or modify the Software so as to be non-infringing, provided that the replacement software contains substantially similar functionality; or (ii) obtain for Student User the rights to continue using the Software; or (iii) if non-infringing software or other right to use the Software cannot be obtained upon commercially reasonable terms, terminate the Software License. Upon any such termination of the right to use the Software, Licensor shall refund any prepaid and unused amount to Student User. Except, this provision shall not apply to Software licensed for no fee. This subsection 13(b) sets forth Student User’s exclusive remedy and Licensor’s entire liability with respect to infringement or misappropriation of intellectual property rights of any kind arising out of this Agreement.
c. Student User Indemnification. Student User shall defend, indemnify, and hold Licensor harmless from and against any claim brought by a third party against Licensor, and Student User shall pay all costs, damages, and expenses (including reasonable attorney fees) awarded against Licensor, to the extent such claim arises out of the following: (i) use of the Software by Student User other than as authorized under this Agreement; (ii) any alleged grossly negligent or willful acts or omissions of Student User which gave rise to such claim; or (iii) any alleged harm that may result from criminal background checks, Level II Fingerprint VECHS Background checks, drug screening tests, and/or any other certification document review services purchased by Student User, as long as the release or use of the information is within the scope of this Agreement and in accordance with the confidentiality provisions set forth herein.

12. Disclaimer. THIS SOFTWARE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SOFTWARE AND USE THEREOF, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT OR REPRESENT THAT (a) THE SOFTWARE WILL MEET STUDENT USER’S REQUIREMENTS OR THE EXPECTATIONS OF ANY OTHER LICENSEES OR USERS; (b) THE SOFTWARE WILL OPERATE IN COMBINATION WITH OTHER HARDWARE, SOFTWARE, SYSTEMS, OR DATA NOT PROVIDED OR APPROVED BY LICENSOR; (c) THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE; OR (d) ALL ERRORS IN THE SOFTWARE WILL BE CORRECTED AND LICENSOR WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (i) ERRORS, MISTAKES, OR INACCURACIES WITHIN THE SOFTWARE; (ii) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM ACCESS TO AND USE OF THE SOFTWARE; (iii) ANY UNAUTHORIZED ACCESS TO OR USE OF LICENSOR’S SECURE SERVERS OR ANY CONFIDENTIAL INFORMATION STORED THEREIN; (iv) ANY INTERRUPTION WITH RESPECT TO THE SOFTWARE; AND (v) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SOFTWARE BY ANY THIRD PARTY. STUDENT USER IS ADVISED TO EXERCISE CAUTION WHERE APPROPRIATE AND RECOGNIZE THE SOFTWARE IS AVAILABLE FOR USE AT STUDENT USER’S OWN RISK.

13. Limitation on Damages. IN NO EVENT WILL LICENSOR OR ANY OF ITS OFFICERS, EMPLOYEES, DIRECTORS, AGENTS, SUCCESSORS OR ASSIGNS BE LIABLE TO STUDENT USER OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND WHATSOEVER, WHETHER IN AN ACTION IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING WITHOUT LIMITATION, ANY DAMAGES CAUSED BY OR RESULTING FROM STUDENT USER’S RELIANCE ON ANY INFORMATION THAT RESULTS FROM MISTAKES, OMISSIONS, INTERRUPTIONS, ERRORS, DEFECTS, VIRUSES, OPERATION OR TRANSMISSION DELAYS, OR ANY PERFORMANCE FAILURE, COMMUNICATION FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO LICENSOR’S RECORDS OR PROGRAMS OR FOR COSTS OF PROCUREMENT OF SUBSTITUTION PRODUCTS OR SERVICES BY STUDENT USER. IN NO EVENT SHALL EITHER STUDENT USER OR LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, DATA, OR USE, INCURRED BY THE OTHER PARTY OR ANY THIRD PARTY UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14. Arbitration Agreement for Dispute Resolution.
a. Informal Negotiations and Mediation. In an effort to expedite dispute resolution and control litigation costs, any dispute, difference, controversy, or claim arising out of or in any way relating to the Software, Software License, or this Agreement, or the breach thereof, (“Dispute”) the Parties agree to first attempt to resolve the Dispute through negotiation and amicable settlement. If the Dispute cannot be settled through direct negotiation, the Parties agree to try in good faith to settle the Dispute by mediation administered by the American Arbitration Association (“AAA”) under its Commercial Mediation Rules before resorting to arbitration.
b. Agreement to Binding Arbitration. If the Dispute is not satisfactorily resolved through direct negotiation of mediation, then the Parties agree that either Party may submit the Dispute to binding arbitration for resolution and determination. Any election to arbitrate shall be final and binding on both Parties. STUDENT USER UNDERSTANDS THAT ABSENT THIS PROVISION, STUDENT USER WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration proceeding shall be commenced, conducted, and governed by the Commercial Arbitration Rules of the AAA. The arbitrator shall be a practicing attorney or retired judge with at least ten (10) years of total work experience as such, and appointed by AAA.
c. Mode of Arbitration & Decision. The mode of arbitration shall be determined by the arbitrator. It can be in person, by phone or online. The arbitrator’s decision shall be final and binding on the Parties. The arbitrator shall issue all decisions in writing and is not required to justify his or her decision (unless requested by a Party). The final award shall reflect the reasoning for the award, but shall not be required to state findings of fact and conclusions of law. Judgment upon the arbitrator’s award may be entered in any court having jurisdiction. The arbitration proceedings and arbitrator’s award shall be maintained by the Parties as strictly confidential, except as is otherwise required by court order or as is necessary to confirm, vacate, or enforce the award and for disclosure in confidence to the Parties’ respective attorneys, tax advisors, senior management, and to family members of a party who is an individual. The arbitrator is not authorized to award punitive or other damages not measured by the prevailing Party’s actual damages. The arbitrator shall be bound by and shall follow the choice of law provision set forth in this Agreement for the rendering of the final award. All defenses and claims which would otherwise be available to the Parties in any court proceeding, except for class actions, shall be available in arbitration.
d. Class Action and Jury Trial Waiver. This binding arbitration provision affects the ability of Student User to participate in class, collective, or representative actions. Student User hereby agrees to bring any dispute in arbitration on an individual basis only. To the full extent permitted by law, (i) no arbitration shall be joined with any other proceeding; (ii) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other parties.
e. Injunctive Relief and Out-of-Pocket Expenses. A Party may apply to the arbitrator seeking injunctive relief until an arbitration award is rendered or the Dispute is otherwise resolved. A Party also may, without waiving any other remedy, seek from a court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that Party pending the arbitrator’s appointment or decision on the merits of the Dispute. If the arbitrator determines that a Party has generally prevailed in the arbitration proceeding, then the arbitrator shall award to that Party its reasonable out-of-pocket expenses related to the arbitration, including filing fees, arbitrator compensation, attorney’s fees, and legal costs.
f. Place of Arbitration and Time Limit. Except where otherwise required by applicable AAA rules or applicable law, the arbitration will take place in Miami, Florida. No demand for arbitration may be made after the date when the institution of legal or equitable proceedings based on such dispute would be barred by the applicable statute of limitations.
g. Governing Law and Jurisdiction. This Agreement will be construed and interpreted in accordance with the laws of the State of Florida applicable to agreements made and to be entirely performed within the State of Florida, without regard to conflict-of-law principles. The Parties consent to venue and personal jurisdiction in Miami, Florida and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in such state and federal courts.

15. General Provisions.
a. Independent Parties. Licensor and Student User are independent parties, and nothing in this Agreement will be deemed to create, give effect to, or otherwise recognize a relationship of principal and agent, partnership, or joint venture between the Parties. The rights and obligations of Licensor and Student User will be limited to those expressly stated in this Agreement and neither Party has authority to bind the other or incur any liability or otherwise act on behalf of the other Party.
b. License to Government. If any Software is being licensed under the terms of a proposal or agreement with the U.S. Government or on the U.S. Government’s behalf, the Software is commercial computer software that was developed exclusively at private expense, and (a) if acquired by or on behalf of a civilian agency, shall be subject to the commercial computer software license terms set forth in this Agreement as specified in 48 C.F.R 12.212 of the Federal Acquisition Regulation and its successors; or (b) if acquired by or on behalf of units of the Department of Defense, shall be subject to the commercial computer software license terms set forth in this Agreement as specified in 48 C.F.R 227.7202, Defense Federal Acquisition Regulation Supplement and its successors.
c. Legal and Export Control Compliance. Student User agrees to comply with all applicable laws. Without limiting the foregoing, Student User agrees to comply with all United States export laws. In particular, but without limitation, the Software may not be exported or re-exported (i) into any U.S. embargoed countries; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Software, Student User makes representations and warranties of not being located in any such country or on any such list. Student User also agrees not to use the Software for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.
d. Severability. If any provision of this Agreement is declared or found to be prohibited, unenforceable or void, the Parties will negotiate in good faith to agree upon a substitute provision that is valid, binding, and enforceable and is as nearly as possible consistent with the intentions underlying the original provision. If the Parties are unable to agree upon such substitute provision, the original provision will be stricken. If the remainder of this Agreement is not materially affected by such declaration or finding and is capable of substantial performance, then the remainder shall be enforced to the extent permitted by law.
e. Assignment and Waiver. Neither Party may assign this Agreement, including any right or obligation hereunder, without the other Party’s prior written consent. However, Licensor may assign this Agreement to any subsidiary or affiliate entity and may enter into any sale, transfer, venture, partnership or other association with unaffiliated parties with regard to the utilization of the Software or business related thereto in which event the Licensor will be released of its obligations hereunder upon such assignment and assumption by such entity, venture, partnership or association of the Licensor's obligations under this Agreement including the obligation to maintain the confidentiality and security of the education record information consistent with FERPA.. This Agreement will be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, successors, and assigns. The waiver of any right under this Agreement by Licensor will not constitute a waiver of that right. A waiver by any Party of any of the covenants, conditions or agreements to be performed by the other Party or any breach thereof will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition, or agreement herein contained.
f. Notices. For purposes of messages and notices relating to the Software or Software License, Licensor may prominently place a conspicuous notification on the Software platform. For information relating to Student User’s Account, payments, or other notification specific to Student User, Licensor may contact Student User through email, mobile number, telephone, or U.S. mail, using the contact information submitted by Student User during the Account registration process. Student User acknowledges and agrees that Licensor will have no liability associated with or arising from Student User’s failure to maintain accurate contact information, including, but not limited to, Student User’s failure to receive critical information relating to Student User’s Account, the Software, or the Software License. Notices from Student User to Licensor must be sent via registered mail to the following address: 10300 S.W. 72nd Street, Suite 460-14, Miami, Florida 33173.
g. Counterparts/Electronic Signatures. The Parties may execute this Agreement in multiple counterparts, each of which constitutes an original and all of which together constitute one agreement. The signatures of all Parties need not appear on the same counterpart. Student User’s signature may be affixed electronically to this Agreement by performing the electronic signature method provided in connection with execution of this Agreement (“e-Signature”). Student User agrees such e-Signature is the legal equivalent to a hand-written signature on this Agreement, which shall have the same binding legal effect as if Student User had personally signed by putting pen to paper. Student User understands and agrees that Licensor will rely on Student User’s e-Signature to effect this Agreement.
h. Survival. The provisions of this Agreement will survive the termination of the Software License and will continue to be fully binding on the Parties.

ACKNOWLEDGMENT OF AGREEMENT

BY MY E-SIGNATURE BELOW VIA CLICKING “AGREE AND REGISTER,” I ACKNOWLEDGE AND AGREE THAT I HAVE CAREFULLY READ OR REVIEWED AND UNDERSTOOD THIS AGREEMENT. I UNDERSTAND AND CONSENT TO THE ARBITRATION AGREEMENT FOR DISPUTE RESOLUTION AND AGREE THAT BY USING ARBITRAION TO RESOLVE ANY DISPUTES BETWEEN THE PARTIES, I AM GIVING UP ANY RIGHT I MAY HAVE TO A JUDGE OR JURY TRIAL FOR ANY DISPUTE ARISING OUT OF THIS AGREEMENT. I CONSENT OT THE LIMITAITON OF LIABILITY AND OTHER RESTRICTIONS IN THIS AGREEMENT AND I AGREE SUCH LIMITATIONS AND RESTRICTIONS ARE REASONABLY REQUIRED TO PROTECT THE INTERESTS OF LICENSOR. I HEREBY AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

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