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© 2017 AWE Acquisition, Inc. All Rights Reserved.Confidential & Proprietary
<br />2501 Seaport Drive, Suite # 410 SH • Chester • Pennsylvania, 19013
<br />Phone (610) 833-6400 • Fax (610) 833-6440 • Email: orders@awelearning.com • www.awelearning.com
<br />Terms and Conditions (cont'd)
<br />Technical Support and FAQ: For a list of frequently asked questions (FAQs) or to make a technical support request please visit us online at
<br />http://awelearning.com/support/or email us at support@awelearning.com.
<br />Limitation of Liability: AWE warrants that it will perform all services associated within this agreement in a professional and workman like manner.In
<br />no event will AWE’s liability whether in contract or tort, exceed the total amount of the fees and expenses paid to it by the Customer under this
<br />Agreement. Access to the ELF Child-Safe Browser™, ELF Reading & Reference™, and Platinum software content is provided on an "as is" basis and AWE
<br />makes no representations or warranties, either express or implied, of any kind with respect to the content and disclaims all warranties, express or
<br />implied, including, but not limited to, the merchantability and fitness for a particular purpose or the continued availabilit y for use of the content. In the
<br />event of termination of access to the Content, in the case of subscribers, AWE's liability shall be limited to the refund to a registered subscriber of any
<br />subscriber fees corresponding to a pre-paid subscription. Institutional subscribers such as schools, child care, and libraries should independently verify
<br />that all Content provided via ELF and Platinum Online is appropriate for the intended audience or educational purpose. AWE’s liability for warranty
<br />replacement or repair is as stated above, and shall be strictly construed. AWE has no liability whatsoever for indirect, con sequential or incidental
<br />damages under contract or tort or claims of loss of data, revenue or profits.
<br />Liability and Indemnification: AWE shall indemnify, defend and hold harmless Customer, its officers, employees and designated representatives from
<br />any and all claims, suits, actions, damages, liabilities, expenses and costs of any kind, including litigation costs and reas onable attorney's fees, arising out
<br />of an assertion that Customer’s use of Content infringes on the intellectual property rights of a third party, or for bodily injury (including death) and/or
<br />damage to real or tangible personal property, provided that the injury or damage was proximately caused by the intentional or negligent acts of any of
<br />AWE’s officers, employees, agents or authorized sub-contractors (including suppliers). Customer shall indemnify defend and hold harmless AWE, its
<br />officers, employees and designated representative from any and all claims, suits, actions, damages, liabilities, expenses and costs of any kind, including
<br />litigation costs and reasonable attorney's fees, arising out of bodily injury (including death) and/or damage to real or tang ible personal property,
<br />provided that the injury or damage was caused by the intentional or negligent acts Customer’s its officers, employees, agent s or authorized sub-
<br />contractors (including suppliers).
<br />Proprietary, Confidential and Non -Disclosure Agreement: Each party acknowledges that all information concerning the other party which is designated
<br />by the party as “Confidential and Proprietary” shall be deemed to be Confidential and Proprietary Information. Confidential a nd Proprietary Information
<br />is not meant to include any information, which, at the time of disclosure, is generally known by the public. Each party agre es that it will not permit the
<br />duplication, use, or disclosure of any such Confidential and Proprietary Information to any person (other than its own employ ees who must have such
<br />information for the performance of their obligation under this Agreement and as necessary to secure the performance of obliga tions hereunder by legal
<br />means), unless authorized in writing by the other party. Neither party shall use the name(s), trademark(s) or trade name(s),whether registered or not,
<br />of the other party in publicity releases or advertising without securing the prior written approval of the other party, such approval not to be
<br />unreasonably withheld; provided that AWE shall have the right, without Customer’s approval to use Customer’s name in its gene ral list of customers.
<br />Each party agrees to hold in confidence any such Confidential and Proprietary information disclosed pursuant to this Agreemen t for a period of 3 years
<br />from the effective date of this Agreement. The parties shall have no obligation to maintain such information in confidence p rovided, they can show that
<br />such information (i) was in their possession prior to disclosure of such information, (ii) is or becomes publicly available t hrough no fault of the party or
<br />(iii) was developed by the party independent of this Agreement.
<br />Ownership Rights: AWE shall retain all right, title and interest in all technical information, inventions, patents, trade secrets, developmen ts,discoveries,
<br />software, know-how, methods, techniques, formulae, data, processes and other proprietary ideas, whether or not patentable or copyrightable, that are
<br />developed pursuant to performance of the services hereunder, or are included in the Content.
<br />Relationship and Right to Employ : AWE is an independent contractor and nothing in this Agreement shall be deemed to create a partnership or joint
<br />venture between Customer and AWE. As an independent contractor, AWE shall be responsible for withholding and paying all emplo yment taxes,
<br />unemployment insurance, workers’ compensation insurance and benefits for its employees. During the term of this Agreement, an d any extensions
<br />thereto, Customer and AWE agree not to engage in either solicitation or recruitment of each other's employees.
<br />Term : This Agreement shall be effective when signed by both the Customer and AWE and thereafter remain in effect as hereinafter s tated (unless
<br />otherwise stated in the Agreement). All AWE Learning Stations have an initial term of three years from the date of shipment, unless otherwise
<br />extended. AWE Tablets have an initial term of two years from the date of shipment, unless otherwise extended. All ELF Child -Safe Browser™or ELF
<br />Reading & Reference™and subscription licenses and Platinum Online Services have an initial term of one year from the date of activation, unless
<br />otherwise extended.
<br />Governing Law: This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania.
<br />Final Agreement: This Agreement and exhibits contain the final and entire agreement between the parties and is intended to be an integration of all
<br />prior agreements between them regarding the services. This Agreement cannot be modified except in a writing signed by both p arties.
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