STANDARD TERMS

PAYMENT:

Hourly: Upon execution of the Proposal, Client shall pay Amplified EDU the non-refundable advance listed in the Proposal.

Project-Based: Upon execution of the Proposal, Client shall pay Amplified EDU a non-refundable advance of 50% of the fees listed therein. Any other fees are due upon the delivery of the Deliverables. Deliverables may be invoiced incrementally as completed.

Client will initially receive invoices that bill the hourly rate or deliverables against the advance; after the advance is fully utilized, Client will pay all invoices received thirty (30) days after the invoice date, and such payment will be deemed acceptance of the deliverables to date.

If Client halts work or wishes to terminate this Agreement, Client agrees to pay for all work completed or hours spent and any pre-approved out-of-pocket expenses incurred. For any Services requiring Amplified EDU to travel, Client agrees to reimburse Amplified EDU for its actual, reasonable travel and other out-of-pocket expenses. Unless Amplified EDU agrees in writing, it will not advance any amounts without first receiving the corresponding amount from Client. If payment is not timely received, Client agrees to be responsible for any collections or other costs related thereto; Client shall also be passed through all taxes associated with the services.

If Client becomes delinquent in its payments, any deliverables due to Client may be withheld until Client is current. Any changes made after Client’s signature on the Proposal shall incur additional fees. Past due invoices may be subject to a finance charge of 1.2% per month, and Client shall be responsible for the fees and costs of collection. If Client substantially changes the scope of the Agreement as defined in the Proposal, Amplified EDU may require an additional advance. Such changes in scope may change the cost estimate and project timeline.

CANCELLATIONS: Client understands and agrees that Amplified EDU is likely to incur commitments of time and resources in advance of the project. In the unlikely event that Client must cancel or postpone the project and/or any portion of it, Client must provide immediate written notice to Amplified EDU. In addition, for any cancellations, postponements, or scaling of the project and/or cancellation of this Agreement, Client agrees to pay, within 10 business days of the date on Amplified EDU’s invoice, all non- refundable or contracted for costs and expenses incurred by Amplified EDU with respect to said project, which will be in addition to the pre-paid non-refundable advance. These could include, but not be limited to, creative fees, administrative, accounting, and project management fees that have been incurred to date on the project, plus billable out of pocket expenses such as travel expenses and non-refundable deposits or guarantees made on Client’s behalf. In addition, Client agrees to pay liquidated damages in the amount of:

30 days or fewer prior to the start: 60% of project fees.
30 days after the start: 75% of project fees
60 days after the start: 85% of project fees
90 days or more after the start: 100% of project fees

Notwithstanding the foregoing, if Amplified EDU and Client mutually agree to another date and time that is up to twelve (12) months from the date of the originally-scheduled project, Amplified EDU may, in its sole discretion, apply eighty percent (80%) of the previously-paid advance [and liquidated damages listed above] toward the newly-scheduled project, provided that it is of equal or greater value than the originally- scheduled Project.

AGENCY/THIRD PARTIES: During the term of this Agreement, Client authorizes Amplified EDU to act as its agent, as a disclosed principal to any third parties engaged to perform services or provide materials for the project. Should any third party engaged by Amplified EDU fail to perform, Amplified EDU will use reasonable efforts to obtain a replacement; provided, however, that Client agrees that Amplified EDU shall not be liable if it cannot obtain such replacement in a timely manner. Except to the extent due solely to Amplified EDU’s direct gross negligence or willful misconduct with respect to supervision of any third party engaged directly by Amplified EDU, Amplified EDU shall not be responsible for the acts or omissions of any third parties.

DELIVERABLES: Upon payment therefor, the physical manifestation of the final deliverables conceived by Amplified EDU during this engagement relative to Amplified EDU’s duties under this Agreement (the “Deliverables”) shall be owned by Client. If Amplified EDU works on materials or documents provided by Client (“Materials”), the Materials shall continue to belong to Client. Client shall not transfer or copy the Deliverables for delivery to any party for utilization by said party in contravention of the Proposal; provided, however that Client may assign the Deliverables in any merger, acquisition, or other purchase or transfer of Client’s assets. The intent of the preceding sentence is to prevent Client from disseminating templates or the like designed by Amplified EDU to other parties, thereby potentially decreasing the market for Amplified EDU’s services.

CONSULTING SERVICES: Amplified EDU provides consulting services only and is not engaged in rendering professional advice. All Amplified EDU’s consulting services are provided on an “AS IS” basis, without any guarantees or warranties, express or implied. While provided to the best of Amplified EDU’s ability, the consulting services, recommendations, information and materials are not designed to be authoritative; Client is responsible for using any advice or Deliverables to achieve Client’s intended results and for any proofing and ensuring that the materials fulfill their requirements.

RELIANCE: Amplified EDU may rely on all decisions and approvals made by employees and agents of Client, oral or written (including extranet or email). Client’s request for any changes must be in writing. Amplified EDU shall not be obligated to perform even seemingly minimal tasks described in Client’s request until the parties agree in writing to the terms of the new tasks and any potential changes in Amplified EDU’s compensation.

CONFIDENTIALITY: Each party agrees to maintain the confidentiality of any information provided by the other party that a reasonably prudent person would understand to be revealed under a duty of confidentiality (the “Proprietary Information”), and to only use it in carrying out its rights and obligations under this Agreement. For avoidance of doubt, the services furnished by Amplified EDU, its processes and questions, its materials, and the terms of and pricing under this Agreement are Amplified EDU’s Proprietary Information. The confidentiality obligations shall not apply to any material or information that the receiving party can document (i) is or becomes generally available to the public without the other party’s breach of this section; (ii) was in its possession or known by it prior to receipt from the other party; (iii) was rightfully disclosed to it by a third party; (iv) was independently developed without use of the other party’s Proprietary Information; or (v) is required to be disclosed by law. Nothing in this Agreement or elsewhere (e.g., in any other document between the parties, such as an NDA) will prohibit or limit Amplified EDU’s ownership and use of ideas, concept, know- how, methods, models, techniques, skill knowledge and experience that were used, developed or gained in connection with this Agreement and retained in unaided memory.

NON-COMPLIANCE: Should any of Amplified EDU’s services or Deliverables not comply with Amplified EDU’s specifications therefor, Client must inform Amplified EDU of the deficiency within 10 days of receipt, and Amplified EDU shall use commercially reasonable efforts to remedy. If compliant services or Deliverables cannot be provided within a reasonable time, Client’s remedy shall be to terminate this Agreement; such termination shall not affect Amplified EDU’s accrued rights to payment for Services, Deliverables or work performed prior to said termination. No breach of this Agreement by Amplified EDU shall be deemed material if Client has not informed Amplified EDU via written notice within ten days of learning of such breach, and giving Amplified EDU at least ten days to remedy.

WARRANTIES AND DISCLAIMER: Client warrants, represents, and unconditionally guarantees that it has sufficient rights in any and all Materials it is providing to Amplified EDU hereunder, including but not limited to any elements of text, fonts, graphics, photos, designs, trademark, artwork, music or the like for Amplified EDU to complete the Services contemplated by this Agreement, including but not limited to any necessary authorization, release, clearance or license related to any rights of ownership, privacy, publicity, or intellectual property; and it will not provide Amplified EDU for use hereunder with any Materials or ask Amplified EDU to perform any acts that infringe any third party’s intellectual property or other proprietary rights. Client hereby agrees to indemnify, defend and hold harmless Amplified EDU, its employees, subcontractors and agents, against any damages, losses, liabilities, taxes, tariffs, settlements or expenses (including, without limitation, costs and attorneys’ fees), in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from the Materials, Client’s exercise of Internet electronic commerce, or the Services.

Any warranties, indemnities, guarantees, and representations, express or implied, are specifically disclaimed, including, but not limited to, any warranty of noninfringement, merchantability, title, or fitness for a particular purpose and implied warranties arising from course of dealing or performance, except to the extent that such disclaimers are held to be legally invalid. Amplified EDU also disclaims any warranty regarding any benefit Client might obtain from the Services, and the operation or appearance or interaction of the Deliverables with Client’s website.

APPROVALS: This Agreement may require Amplified EDU and Client to secure approval from each other for various activities, which both Parties agree may take place via email, extranet, or in such other mutually agreed-upon manner. Unless there is a specific provision to the contrary, it is understood that all responses to requests for approval shall be made within ten (10) days of receipt by the Party with the approval right and that approvals shall not be unreasonably withheld. Each Party shall be entitled to learn the reason for a refusal to approve, shall help suggest a solution, and will have a reasonable period to meet the objection. When a deliverable is submitted for approval and no approval or rejection is received within ten (10) days, the item shall be deemed approved. Amplified EDU’s integration of all reasonable changes suggested by Client on any deliverable shall be considered acceptance of the deliverable by Client without further submission. The Parties agree that if all proposed changes are not acceptable to a Party or will delay further deliverables, the Parties may agree to sign-off on individual deliverable items on a case-by-case basis.

NON-SOLICITATION OF PERSONNEL: During and for one (1) year after the term of this Agreement, Client will not solicit the employment of, or employ Amplified EDU’s personnel or sub- contractors, as a result of this agreement or interaction, without the prior written consent of Amplified EDU.

INADEQUATE ASSURANCES: If reasonable grounds for insecurity arise with respect to Client’s ability to pay for the services in a timely fashion, Amplified EDU may demand in writing adequate assurances of Client’s ability to meet its payment obligations under this Agreement or additional monies to the advance received at the beginning of the projects. Unless Client provides the assurances in a reasonable time and manner acceptable to Amplified EDU, in addition to any other rights and remedies available, Amplified EDU may partially or fully suspend its performance while awaiting assurances, without any liability.

MARKETING: Amplified EDU may mention its relationship, show its work, and utilize Client’s logo in marketing and PR materials, including but not limited to presentations, case studies (verbal and published), its corporate website, and the like. At Amplified EDU’s request, Client shall include Amplified EDU’s logo in an appropriate area on its website, which Amplified EDU may revoke in its sole discretion.

LIMITATION OF LIABILITY: ALL SERVICES AND DELIVERABLES ARE PROVIDED “AS IS”. IN NO EVENT SHALL AMPLIFIED EDU, ITS SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS, OR AGENTS BE LIABLE FOR BUSINESS OR BUSINESS OPPORTUNITIES, LOSS OF USE OR OF DATA, OR FOR ANY EXEMPLARY, PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUSINESS INTERRUPTION OR LOSS OF PROFITS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITY, WHETHER UNDER THIS AGREEMENT OR OTHERWISE, IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT OR HOWEVER CAUSED, WHETHER FOR BREACH OR REPUDIATION OF CONTRACT, TORT, NEGLIGENCE OR OTHERWISE. WHILE PROVIDED TO THE BEST OF AMPLIFIED EDU'S ABILITY, ITS CONSULTING SERVICES, RECOMMENDATIONS, INFORMATION AND DELIVERABLES ARE NOT DESIGNED TO BE AUTHORITATIVE; CLIENT IS RESPONSIBLE FOR USING ANY ADVICE OR DELIVERABLES TO ACHIEVE CLIENT’S INTENDED RESULTS AND SHALL BE FULLY RESPONSIBLE THEREFOR. THE MAXIMUM LIABILITY THAT CAN BE INCURRED BY AMPLIFIED EDU SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT ON THE PROPOSAL DIRECTLY RELATED TO THE ISSUE FOR WHICH AMPLIFIED EDU IS HELD DIRECTLY LIABLE.

COMPLETE DOCUMENT; ACCEPTANCE; ACKNOWLEDGEMENT:

THESE TERMS AND CONDITIONS CONSTITUTE THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES AND SUPERCEDE ALL COMMUNICATIONS, PROPOSALS, ORAL OR WRITTEN, INCLUDING EMAIL, BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THE ATTACHED PROPOSAL. CLIENT ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR STATEMENT NOT CONTAINED HEREIN. AMBIGUITIES, HEADINGS, INCONSISTENCIES, OR CONFLICTS IN THIS AGREEMENT SHALL NOT BE STRICTLY CONSTRUED AGAINST THE DRAFTER OF THE LANGUAGE BUT WILL BE RESOLVED BY APPLYING THE MOST REASONABLE INTERPRETATION UNDER THE CIRCUMSTANCES, GIVING FULL CONSIDERATION TO THE PARTIES’ INTENTIONS AT THE TIME THIS AGREEMENT IS ENTERED INTO. THE PROPOSAL CONSTITUTES AN OFFER EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS CONTAINED HEREIN. CLIENT IS HEREBY NOTIFIED IN ADVANCE THAT AMPLIFIED EDU REJECTS ANY AND ALL CHANGES, ADDITIONS OR DELETIONS WHICH CLIENT MAY MAKE TO THE TERMS AND CONDITIONS CONTAINED HEREIN, SPECIFICALLY INCLUDING THOSE FOUND ON CLIENT’S PURCHASE ORDERS, AND TO ANY TERMS AND CONDITIONS DIFFERENT FROM OR IN ADDITION TO THOSE SET FORTH HEREIN, UNLESS IN WRITING AND SIGNED BY AMPLIFIED EDU's AUTHORIZED AGENT. CLIENT’S EXECUTION AND RETURN OF THE ACKNOWLEDGEMENT COPY OF THE PROPOSAL SHALL BE THE SOLE MANNER OF ACCEPTANCE OF THIS AGREEMENT. NO CONTRACT EXISTS EXCEPT AS PROVIDED ABOVE.

GENERAL INDEMNITY SUBJECT TO THE OTHER PROVISIONS HEREIN, CLIENT AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS AMPLIFIED EDU, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBCONTRACTORS, AND ATTORNEYS (COLLECTIVELY “INDEMNIFIED PARTIES”) FROM AND AGAINST ANY CLAIMS OR ACTIONS ARISING OUT OF OR RESULTING FROM THIS AGREEMENT, THE PERFORMANCE OF SERVICES OR DEVELOPMENT OF DELIVERABLES HEREUNDER, EXCLUDING ONLY THOSE RESULTING FROM GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT BY THE INDEMNIFIED PARTIES, AND FROM ANY AND ALL DAMAGES, LOSSES, AND EXPENSES (INCLUDING ATTORNEY’S FEES AND COSTS OF LITIGATION) INCURRED IN CONNECTION THEREWITH.

TERMINATION: Each party may terminate this Agreement upon thirty (30) days’ written notice for any reason or for no reason; provided, however, that Amplified EDU may terminate this Agreement immediately upon non-payment, after giving Client ten (10) days to cure. In the case of such termination, Amplified EDU shall be paid for all work completed up to and through the date of termination, plus any out-of-pocket expenses. For avoidance of doubt, the initial payment is non- refundable. If Amplified EDU is not paid for work upon termination by Client, Amplified EDU may retain all deliverables until payment is made.

SURVIVAL: All Sections of this Agreement that by their nature should survive termination or expiration will survive, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

FORCE MAJEURE: Except for payment obligations, neither party shall be responsible for any failure to perform due to unforeseen, non-commercial circumstances beyond its reasonable control, including but not limited to acts of God, war, embargoes, fire, floods, terrorist attacks, earthquakes, accidents, strikes, sickness, computer viruses, or the like. In the event of any such delay, any period of time for action by said party may be deferred for a period sufficient to resume normal business activities.

NO AGENCY: No agency, partnership, joint venture, or employment is created as a result of this Agreement and Client does not have any authority to bind Amplified EDU in any respect. Amplified EDU shall have the right to use third parties in performance of the services and, for purposes of this Agreement, and all references to Amplified EDU shall be deemed to include such third parties/subcontractors.

NOTICE: The parties have read this Agreement, and had the opportunity to consult with their legal advisors. All waivers and modifications must be in writing signed by both parties in ink/a program such as DocuSign, except as otherwise provided. No failure or delay on the part of a party in exercising any right, power or remedy shall operate as a waiver thereof; nor shall any single or partial exercise preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The parties expressly agree that any pre- printed or other terms on any purchase order, request for proposal, or other document shall have no force or effect, even if signed by the parties after the date hereof. If it is determined as a part of a final non-appealable judgment that any provision of this Agreement is illegal or otherwise unenforceable, or against statutory law, then the Agreement will be limited to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. Any notice under this Agreement will be in writing and will be deemed to have been duly served the day after it is sent, if sent by next day commercial courier delivery (e.g., Federal Express).

SOLE REMEDY: It is intended by the parties to this Agreement that Amplified EDU’s services in connection with the work contemplated hereby shall not subject Amplified EDU’s individual employees, officers, directors or shareholders to any personal legal liability or exposure for risks associated with the work contemplated in this Agreement. Therefore, notwithstanding anything to the contrary contained herein, Client agrees that, as the Client’s sole and exclusive remedy, any claim, demand, suit or judgment of any kind shall be asserted only as against Amplified EDU’s corporate entity, and not against any of Amplified EDU’s individual employees, officers, directors or shareholders.

GOVERNING LAW/VENUE: This Agreement and all transactions hereunder shall be governed in all respects by the laws of the State of California, without regard to either its conflicts or choice of laws rules or the application of the United Nations Convention on Contracts for the International Sale of Goods. All disputes under or concerning this Agreement, except disputes involving non-payment or misuse of Proprietary Information, shall be settled under the rules of the American Arbitration Association. The settlement shall take place in San Jose, California. In any action to enforce rights under this Agreement, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees.

COUNTERPARTS: This Agreement may be executed in counterparts, each of which will be deemed to be an original, and each of which alone and all of which together, shall constitute one instrument. In making proof of this Agreement it is only necessary to produce or account for the counterpart signed by the party against whom this Agreement is to be enforced. A facsimile, PDF, or a photocopy thereof of any autograph is deemed an original signature and said facsimile, PDF or photocopy shall be an original counterpart. The signatures on the Proposal evidence that the Parties agree to the Standard Terms, as they may be amended from time to time. Client agrees to review the Standard Terms during Client’s relationship with Amplified EDU.