Master Service Agreement

SchoolMint is committed to the highest standards.

This Master Services Agreement (“Agreement”) is hereby entered into as of the date of execution and/or enforcement of
any and all product and/or service orders (the “Effective Date”) between the purchasing agency (“Client”) and SchoolMint,
Inc., a Delaware corporation having its principal place of business at 564 Market St. #500, San Francisco, CA 94104, and
wholly-owned subsidiary, including, but not limited to Hero K12 LLC (collectively “SchoolMint”) (Client and SchoolMint
are referenced herein as each a “Party” and collectively the “Parties”).

1. DEFINITIONS

(a). “Services” means the service(s) described in the applicable
Quotation and Statement of Work (“Quotation/
SOW”), associated with the Software and the Documentation,
including any applicable software hosting, provided
by SchoolMint to Client.

(b). “Documentation” means technical materials provided
by SchoolMint to Client in hard copy or electronic form
describing the use and operation of the Software, which
does not include any sales and/or marketing materials that
SchoolMint may provide Client to describe functionality
intended for sales and/or marketing purposes.

(c). “Software” or “Applications” mean the SchoolMint
software programs described in the applicable Quotation/
SOW.

(d). “Subscription Period” means the period commencing
upon the start date set forth in the applicable Quotation/
SOW and continuing until terminated in accordance with
Section 14 (“Termination“).

 

2. SUBSCRIBING TO THE SERVICE.

Client will subscribe to the
Services by executing a written Quotation/SOW for such
Services with SchoolMint. Upon consent by both Parties,
each Quotation/SOW will be incorporated into this Agreement.
Each Quotation/SOW will specify the Services and
specific terms and conditions applicable to that order. In the
event of any conflict between this Agreement and a Quotation/
SOW, the Quotation/SOW shall control, except this
Agreement shall govern all terms relating to intellectual
property rights, confidential information, warranty, indemnity
and liability. The Parties are entering into an initial
Quotation/SOW upon consent to this Agreement. Subject to
the terms and conditions of this Agreement and the applicable
Quotation/SOW, SchoolMint will provide the Service
described in the initial Quotation/SOW to Client. Additional
Quotation/SOWs may be entered into by the Parties to subscribe
to additional or different features of the Service. Unless
designated as replacing a specific Quotation/SOW, subsequent
Quotation/SOWs will be considered in addition to
currently effective Quotation/SOWs.

3. LICENSE

(a). License Grant. Subject to the terms and conditions of this Agreement and SchoolMint’s Privacy Policy, available upon request, and fully incorporated by reference herein, SchoolMint grants to Client a non-exclusive, nontransferable license during the Subscription Period, to access the Services through the User IDs and to operate the features of the Services according to the Documentation under normal circumstances.

(b). User IDs. SchoolMint will issue unique User IDs to each of the Client Personnel specified by client to access and use the Service features specified in the applicable Quota-tion/SOW. Client Personnel will only access and use the Services through the User IDs issued by SchoolMint for such Client Personnel and only to the extent provided in the applicable Quotation/SOW. Client Personnel will be re-quired to register and agree to the terms and conditions of SchoolMint’s subscription Agreement as part of the login process. Each User ID may only be used to access the Services during one (1) concurrent login session. Client will not allow Client Personnel to share User IDs with any third parties, which require prior written approval for access by SchoolMint. “Client Personnel” shall be defined as Client’s employees who are bound by confidentiality restrictions at least as restrictive as this Agreement provides and the per-sons stated in the initial Quotation/SOW. Client is respon-sible for all activity occurring under its User IDs. Client is responsible for all use of the Services by Client Personnel and for maintaining the confidentiality of all User IDs and will promptly notify SchoolMint of any actual or suspected unauthorized use of the Services. SchoolMint reserves the right to suspend or terminate any User ID which it deter-mines may have been used for an unauthorized purpose.

(c). Limitations. Client agrees that it will not and will not permit any Client Personnel or other party to: (i) permit any party to access or use the Services, Software, or Documenta-tion, other than Client Personnel explicitly authorized by SchoolMint; (ii) modify, adapt, alter or translate the Soft-ware or Documentation, except as expressly allowed hereun-der; (iii) sublicense, lease, rent, loan, distribute, or otherwise transfer the Services, Software or Documentation to any third party; (iv) reverse engineer, decompile, disassem-ble, or otherwise derive or determine or attempt to derive or determine the source code (or algorithms, structure or organ-ization) of the Software; (v) use or copy the Software or Documentation except as expressly allowed hereunder; (vi) disclose or transmit any data contained in the Software to any individual other than Client Personnel. Client shall hold SchoolMint harmless from any and all claims relating to Client’s misuse of Software and/or Services rendered by SchoolMint to Client, including SchoolMint’s intellectual property.

(d). Harmful Content. In using the Software and Services,
Client agrees to the following: (i) Client shall not incorporate
into or otherwise transmit through the Software
and/or Services any content that violates or infringes the
rights of others, including without limitation any material
that: (A) may be abusive, indecent, threatening, obscene,
harassing, violent, defamatory, libelous, fraudulent, or otherwise
objectionable; (B) encourages or otherwise promotes
conduct that would constitute a criminal offense or give rise
to civil liability; (C) impersonates any person or entity or
that otherwise misrepresents Client’s affiliation with a person
or entity; (D) contains malicious code; (E) is in violation
of the CAN-SPAM Act or any other applicable laws pertaining
to unsolicited email, SMS, text messaging or other electronic
communications, or the transmission of emails to an
individual or entity with which Client has no preexisting
relationship; (F) includes the private information of another
without express permission, including but not limited to
contact information, social security numbers, credit card
numbers or other information which a reasonable would
consider private in nature, (G) violates any privacy, intellectual
property or proprietary right of another; (H) is pornographic
or sexual in nature; (I) expressly targets children
under the age of 13; or (J) is unlawful or otherwise objectionable,
in SchoolMint’s sole opinion; and (ii) Client shall
ensure that Client’s use of the Software and/or Services is at
all times compliant with all applicable local, state, federal
and international law, regulations and conventions, including
without limitation, those related to data privacy, international
communications, and the exportation of data of
any kind, regulations of the U.S. Securities and Exchange
Commission and/or any rules of a securities exchange in the
U.S. or elsewhere.

(e). Client Responsibility. Client shall perform the responsibilities
necessary to establish Client’s use of the Services,
including (a) providing Client Personnel lists to setup User
IDs, (b) properly maintaining all associated equipment,
software and environmental conditions in accordance with
applicable industry standards and/or specifications School-
Mint provides Client, and (c) designating Client Personnel to
participate in training.

(f). Client Authorization; Enforceability. Client represents
and warrants that (i) it has obtained all necessary authorizations
to enter into this Agreement and all related Quotation/
SOWs, (ii) the person signing and/or consenting on behalf of
Client is a duly authorized representative of the Client and
(iii) this Agreement is a duly authorized binding and enforceable
obligation of Client.

4. RESERVATION OF RIGHTS

(a). SchoolMint. SchoolMint expressly reserves all rights in
the Services, Software, Documentation, and all other materials
provided by SchoolMint hereunder not specifically
granted to Client. It is acknowledged that all right, title and
interest in the Services, Software, Documentation, and all
other materials provided by SchoolMint hereunder, any update,
adaptation, translation, customization or derivative
work thereof, and all intellectual property rights therein will
remain with SchoolMint (or third party suppliers, if applicable)
and that the Services, Software, Documentation, and all
other materials provided by SchoolMint hereunder are licensed
on a subscription basis and not transferred to Client
apart from the temporary license discussed herein.

(b). Client. Client expressly reserves all rights in any data
that Client (or Client Personnel) loads or enters into the Services
and all results from processing such data, including
compilations, and derivative works thereof (the “Client
Data
“), except that Client grants SchoolMint a non-exclusive,
royalty-free, license to use, reproduce, and create derivative
works of the Client Data in operating the Service
features for Client’s benefit. Additionally, SchoolMint may
use and distribute the Client Data for any lawful purpose
outside the scope of the Agreement, provided always that
such Client Data must be aggregated and/or de-identified.
Client represents and warrants that Client has all rights under
applicable law to provide and input in the Services the
Client Data, including any personal information of any of
the students and or other persons included therein.

 

5. TERMS

Unless earlier terminated pursuant to this Agreement,
this Agreement shall be in effect pursuant to the
dates set forth in the Quotation/SOW (“Initial Term”), and
thereafter may be renewed for additional one (1) year periods
upon each anniversary of the commencement of the
Initial Term (each subsequent period will be known as a
Renewal Term” and together with the Initial Term, the
Term”). The Renewal Term(s) will be invoiced at then current
rates. Expiration or termination of one Quotation/
SOW shall not affect any other Quotation/SOW, unless the
Agreement Term expires or the Agreement as a whole is
terminated under Section 14 (“Termination”).

 

6. USER DOCUMENTATION

The Services contain online Documentation
describing the operation of the Services under
normal circumstances. The Services are provided to Client
and shall be used strictly in machine-readable object code
format. No source code or technical-level documentation to
the Services is licensed under this Agreement.

 

7. CLIENT SUPPORT

During the Subscription Period for the
applicable Services, SchoolMint will provide the following
standard customer support:

(a). Web Support. Client’s designated representative shall
have access to SchoolMint’s technical support web site and
may use the website to submit service requests. SchoolMint
will use reasonable efforts to respond in a timely manner
under the given circumstances.

(b). Client’s Responsibilities. To receive support, Client
shall: (i) report errors or suspected errors for which support
is needed, and supply SchoolMint with sufficient information
and data to reproduce the error; (ii) procure, install, operate
and maintain hardware, operating systems and other
software that are compatible with the most current supported
version of Software; (iii) establish adequate operational
back-up provisions in the event of malfunctions or errors;
(iv) maintain an operating environment free of any modifications
or other programming that might interfere with the
functioning of Software; (v) maintain hardware and system
software consistent with SchoolMint’s minimum requirements;
and (vi) timely install all fixes and new versions supplied
by SchoolMint in the proper sequence, and have the
most current version of Software installed (if applicable).
Client acknowledges that fixes and new versions may be
made available electronically, and that, in some cases,
SchoolMint may maintain e-mail distribution lists that are
used to notify customers of the availability of fixes and new
versions and to provide other information to customers that
are eligible for support. Client shall be responsible for including
the appropriate Client Personnel on any such e-mail
distribution lists of SchoolMint so that Client receives such
notifications and other information.

(c). Service Upgrades and Scheduled Downtime. Client
shall receive, through the Services, generally available versions
and releases for the Software, as designated by
SchoolMint in its sole discretion and that SchoolMint generally
offers to its other clients in SchoolMint’s sole discretion,
and at no additional charge. SchoolMint may from time to
time schedule downtime for maintenance and upgrades.
SchoolMint may provide Client notice of any scheduled
downtime, including any scheduled user disruption, if the
circumstances permit such notice. SchoolMint will strive to
perform updates during non-peak hours.

 

8. PROFESSIONAL SERVICES

In consideration of Client’s payment
of the applicable fees and expenses set forth in the
Quotation/SOW for professional services, SchoolMint will
provide Client the professional services set forth therein,
which may include attendance at designated training sessions
provided by SchoolMint as set forth herein (“Professional
Services
“). Training may be conducted at School-
Mint’s training facility, at Client’s location, or by teleconference,
as set forth in the Quotation/SOW.

 

9. FEES AND PAYMENT

(a). Subscription Fees. Subscription Fees (set forth in each
Quotation/SOW) are payable in advance pursuant to subsection
9(b) below. SchoolMint will issue an invoice for each
payment annually.

(b). Fees. All fees and expenses (set forth in each Quotation/
SOW) will be invoiced and are payable net thirty (30) days
after the invoice date. Such other fees and expenses along
with the Subscription Fees and Setup Services Fees are collectively
Fees”.

(c). Late Payment. Client may not withhold or “setoff” any
amounts due hereunder. SchoolMint reserves the right to
suspend Services, including access to the Software, and Professional
Services (if any) until all undisputed past due
amounts are paid in full after giving Client advance written
notice and an opportunity to cure as specified in Section 13
(“Notices“) and Section 14 (“Termination“).

(d). Certain Taxes. Fees quoted do not include and Client
shall pay, indemnify and hold SchoolMint harmless from all
gross receipts, value-added, GST, personal property or other
taxes, and all applicable duties, tariffs, assessments, export
and import fees or similar charges (including interest and
penalties imposed thereon) on the transaction contemplated
herein, other than taxes based on the net income or profits of
SchoolMint. If client is exempt from federal, state, sales, and
use taxes the client will not be charged the same upon providing
SchoolMint with sufficient evidence of said exemption.

 

10. CONDIFIDENTIAL INFORMATION

(a). Definitions. For purposes of this section, a Party receiving
Confidential Information (as defined below) shall be the
Recipient” and the Party disclosing such information shall
be the “Discloser” and “Confidential Information” means
all information disclosed by Discloser to Recipient during
the Term and marked as “confidential” or “proprietary”.
Client hereby acknowledges that the Services (including any
Documentation, Software, and any translations, compilations,
partial copies and derivative works thereof) will be
considered Confidential Information belonging exclusively
to SchoolMint (or its designated third party supplier), and
SchoolMint hereby acknowledges that Client Data will be
considered Confidential Information belonging to Client, in
each case regardless of whether or not marked as “confidential”
or “proprietary”.
(b). Covenant. To the extent permitted by law, recipient
hereby agrees that during the Term and at all times thereafter
it shall not (i) disclose such Confidential Information of the
Discloser to any person or entity, except to its own personnel
having a “need to know” (and who themselves are bound by
similar nondisclosure restrictions), and to such other recipients
as the Discloser may approve in writing; provided that
all such recipients shall have first executed a confidentiality
agreement in a form acceptable to Discloser; (ii) use Confidential
Information of the Discloser except to exercise its
license rights or perform its obligations under this Agreement;
or (iii) alter or remove from any Confidential Information
of the Discloser any proprietary legend. Recipient shall
use at least the same degree of care in safeguarding the Confidential
Information of the Discloser as it uses in safeguarding
its own confidential information of a similar nature, but
in no event shall less than due diligence and reasonable care
be exercised. Upon the earlier of Discloser’s written request
or termination or expiration of this Agreement, and regardless
of whether a dispute may exist, Recipient shall return or destroy (as instructed by Discloser) all Confidential Information
of Discloser in its possession or control and cease all
further use thereof. Notwithstanding the foregoing, Recipient
may disclose Discloser’s Confidential Information to the
extent that such disclosure is necessary for the Recipient to
enforce its rights under this Agreement or is required by law
or by the order of a court or similar judicial or administrative
body, provided that the Recipient promptly notifies the Discloser
in writing of such required disclosure and cooperates
with the Discloser to seek an appropriate protective order.

(c). Injunctive Relief. Recipient acknowledges that violation
of the provisions of this section would cause irreparable
harm to Discloser not adequately compensable by monetary
damages. In addition to other relief, it is agreed that injunctive
relief shall be available without necessity of posting
bond to prevent any actual or threatened violation of such
provisions.

 

11. DISCLAIMERS

(a). DISCLAIMER OF OTHER WARRANTIES.
SOFTWARE AND SERVICES ARE PROVIDED
“AS IS” AND WITHOUT WARRANTY OF ANY
KIND (UNLESS EXPLICITLY PROVIDED FOR
HEREIN), AND SCHOOLMINT AND ITS LICENSORS
EXPRESSLY DISCLAIM ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND
POTENTIAL IMPLEMENTATION DELAYS.
SCHOOLMINT DOES NOT WARRANT THAT
THE FUNCTIONALITY CONTAINED IN THE
LICENSED PRODUCT WILL MEET CLIENT’S
REQUIREMENTS, OR THAT THE OPERATION
OF THE SOFTWARE OR HOSTING SERVICES
WILL BE UNINTERRUPTED OR ERROR-FREE,
OR THAT DEFECTS IN THE LICENSED PRODUCT
WILL BE CORRECTED. FURTHERMORE,
SCHOOLMINT DOES NOT WARRANT OR
MAKE ANY REPRESENTATIONS REGARDING
THE USE OR THE RESULTS OF THE USE OF
THE SOFTWARE OR SERVICES IN TERMS OF
CORRECTNESS, ACCURACY, RELIABILITY,
SECURITY OR OTHERWISE. CLIENT AGREES
THAT THE USE OF SOFTWARE AND SERVICES
IS AT CLIENT’S OWN RISK. NO ORAL OR
WRITTEN INFORMATION OR ADVICE GIVEN
BY SCHOOLMINT OR AN SCHOOLMINT REPRESENTATIVE
SHALL CREATE A WARRANTY
OR IN ANY WAY INCREASE THE SCOPE OF
ANY WARRANTY. SOME JURISDICTIONS MAY
NOT ALLOW THE EXCLUSION OF CERTAIN
IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION
MAY NOT FULLY APPLY TO CLIENT.

(b). Limited Non-Infringement Warranty. SchoolMint
warrants that it has the right to license to Client the Software
and Services as contemplated by this Agreement. School-
Mint represents and warrants that as of the date the Software
and Services is first made available hereunder, when properly
used in accordance with the Documentation and this Agreement, will not misappropriate or infringe any third
party’s intellectual property rights recognized under any
trade secret law, any U.S. copyright, or U.S. patent issued as
of the Effective Date.

(c). Limited Privacy Warranty. SchoolMint hereby recognizes
that the Client Data which Client provides to School-
Mint may include personal information of students. In order
for SchoolMint to carry out its obligations under this
Agreement, it is necessary for SchoolMint to use the Client
Data. SchoolMint agrees to use the Client Data, some of
which may contain personal information of students, only
for the purpose of fulfilling its obligations under this
Agreement. SchoolMint agrees all usage of Client Data
shall be in compliance with the requirements of applicable
privacy laws. SchoolMint warrants that it has put in place
reasonable and appropriate security, technical and organizational
measures to protect its usage of the Client Data
against accidental or unlawful destruction or accidental loss,
alterations, and unauthorized use, disclosure or access.
SchoolMint also warrants that it shall not disclose to, permit
the disclosure to, or provide access to the Client Data to any
third parties, except as is necessary for SchoolMint to fulfill
its obligations under this Agreement and under the law. In
the event the Client or any third party believes there has
been a material breach of this provision, SchoolMint shall
have a reasonable amount of time, which will be a minimum
of thirty (30) days from the date of receiving written notice
to cure any such alleged breach.

 

12. LIMITATIONS OF LIABILITIES

The Parties acknowledge that
the following provisions have been negotiated by them and
reflect a fair allocation of risk and form an essential basis
of the bargain and shall survive and continue in full force
and effect despite any failure of consideration or of an exclusive
remedy:

SCHOOLMINT SHALL NOT BE LIABLE TO
CLIENT FOR ANY SPECIAL, EXEMPLARY,
INDIRECT, INCIDENTAL OR CONSEQUENTIAL
DAMAGES; OR LOST PROFITS, LOST
FUNDING, LOST SAVINGS, OR LOST OR
DAMAGED DATA; OR FOR CLAIMS OF A
THIRD PARTY; ARISING OUT OF THIS
AGREEMENT, SOFTWARE, THIRD PARTY
SOFTWARE, SUPPORT, HOSTING, SERVICES,
OR OTHER ITEMS PROVIDED, OR THE USE
OR INABILITY TO USE ANY OF THE FOREGOING,
EVEN IF SCHOOLMINT HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES OR THEY ARE FORESEEABLE. IN
ANY EVENT, IN RESPECT OF ANY CLAIM,
DEMAND OR ACTION ARISING OUT OF THIS
AGREEMENT, CLIENT SHALL BE LIMITED
TO RECEIVING ACTUAL AND DIRECT
DAMAGES IN A MAXIMUM AGGREGATE
AMOUNT EQUAL TO THE CHARGES PAID BY
CLIENT TO SCHOOLMINT HEREUNDER FOR THE APPLICABLE LICENSED PRODUCT,
ITEM OR SERVICE ON WHICH THE CLAIM IS
BASED IN THE PREVIOUS TWELVE (12)
MONTHS.

 

13. NOTICES

Notices sent to either Party shall be effective
when delivered electronically or physically to the address
designated by Client and in the case of SchoolMint to the
attention of: SchoolMint Contracts and in the case of
Client to the recipient provided by Client at the commencement
of the Services and/or use of Software. Notices
must be in writing. Each Party may change its address for
receipt of notice by giving notice of such change to the
other Party.

 

14. TERMINATION.

(a). Termination for Breach. SchoolMint shall have the
right to immediately suspend performance under this
Agreement in the event that Client is in breach of any of its
obligations under this Agreement. In addition, either party
shall have the right to terminate this Agreement in whole or
in part upon thirty (30) days written notice to the other party,
in the event the other party materially breaches this Agreement
and fails to correct such breach within such thirty (30)
day period; provided that SchoolMint shall have the right to
terminate this Agreement immediately upon written notice in
the event that Client breaches any of its obligations under
Section 10. Client further acknowledges that, as breach of
the provisions of Section 10 could result in irreparable injury
to SchoolMint, SchoolMint shall have the right to seek equitable
relief against any actual or threatened breach thereof,
without proving actual damages.

(b). Liquidated Damages. In the event that Client enters
into a multi-year contract with SchoolMint and Client terminates
the contract or any portion thereof, Client agrees to
pay SchoolMint the remaining sum due to SchoolMint
through the stated term of the Quotation/SOW as liquidated
damages, as actual damages being impossible to calculate.
This clause shall not apply in the event Client terminates this
Agreement as a result of SchoolMint’s breach in accordance
with Subsection 15(a) herein. Notwithstanding the foregoing,
Client shall not be liable for said liquidated damages in
the event that: (i) Client provides SchoolMint at least thirty
(30) days’ advance notice of termination prior to the effective
date anniversary; and (ii) said termination is a result of
the non-appropriation of funds for Client’s contract. Client
shall not utilize this clause as a right to terminate the contract
for convenience. SchoolMint reserves the right to seek
documentation evidencing the non-appropriation of funds.

(c). Survival. Upon termination or expiration of this Agreement
for any reason: (i) all rights and obligations of both
Parties (except for Client’s payment of all Fees then owing),
including all licenses granted hereunder, shall immediately
terminate except as provided below; (ii) within thirty (30)
days after the effective date of termination, each Party shall comply with the obligations to return or destroy, at School-
Mint’s sole discretion, all Confidential Information of the
other Party, as set forth in Section 10 (“Confidential Information“).
The following Sections and Subsections will survive
expiration or termination of this Agreement for any
reason: Section 4 (“Reservation of Rights“), Section 10
(“Confidential Information“), Section 11 (“Warranties
and Disclaimer
“), Section 12 (“Limitation of Liabilities“),
Section 14(c) (“Survival“), and Section 15 (“General Provisions“).
Upon termination, as long as Client is not in
breach, if requested, SchoolMint shall make a final backup
of Client data and provide the backup media to Client at
SchoolMint’s then-current rates.

 

15. GENERAL PROVISIONS

(a). Assignment. Client may not assign this Agreement to
any third party without SchoolMint’s prior written consent.
Any assignment in violation of this section shall be void.
The terms of this Agreement shall be binding upon permitted
assignees.

(b). Choice of Law. This Agreement and any action related
thereto shall be governed by and construed in accordance
with the laws of the State of Delaware, without regard to
conflicts of law principles. Each of the Parties hereto agrees
to be subject to the exclusive jurisdiction, and venue shall
reside, in the state and federal courts located in Delaware for
the purpose of adjudicating any dispute relating to or arising
out of this Agreement and irrevocably consent to exclusive
personal jurisdiction and venue of state and federal courts
located therein. The U.N. Convention on Contracts for the
International Sale of Goods shall not apply to this Agreement.
Any claim against SchoolMint must be brought within
one (1) year after it arose, or be barred.

(c). Compliance with Export Regulations. Client has or
shall obtain in a timely manner all necessary or appropriate
licenses, permits or other governmental authorizations or
approvals; shall indemnify and hold SchoolMint harmless
from, and bear all expense of, complying with all foreign or
domestic laws, regulations or requirements pertaining to the
importation, exportation, or use of the technology to be developed
or provided herein. Client shall not directly or indirectly
export or re‐export (including by transmission) any
regulated technology to any country to which such activity is
restricted by regulation or statute, without the prior written
consent, if required, of the administrator of export laws (e.g.,
in the U.S., the Bureau of Export Administration of the U.S.
Department of Commerce).

(d). Construction. Except as otherwise provided herein, the
Parties rights and remedies under this Agreement are cumulative.
The term “including” means “including without limitation.”

(e). Force Majeure. Neither Party shall be liable for delays
caused by events beyond its reasonable control, except nonpayment
of amounts due hereunder shall not be excused by
this provision.

(f). Severable. Any provision hereof found by a tribunal of
competent jurisdiction to be illegal or unenforceable shall be
automatically conformed to the minimum requirements of
law and all other provisions shall remain in full force and
effect. Without limiting the generality of the foregoing,
Client agrees that the section titled Limitation of Liabilities
will remain in effect notwithstanding the enforceability of
any other provision herein.

(g). Waiver. Waiver of any provision hereof in one instance
shall not preclude enforcement thereof on future occasions.

(h). Counterparts; Facsimile Signature. SchoolMint requires
Client’s execution of select purchase orders and/or
SOWs, all of which are incorporated into this Agreement,
and may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together
shall constitute one and the same instrument. If any purchase
order and/or SOW is executed in counterparts, no signatory
hereto shall be bound until both the Parties named below have duly executed or caused to be duly executed a counterpart
of said purchase order and/or SOW. A signature received
by either Party by facsimile is binding upon (the other
Party) as an original.

(i). Independent Contractors. Client’s relationship to
SchoolMint is that of an independent contractor, and neither
Party is an agent or partner of the other. Client will not have,
and will not represent to any third party that it has, any authority
to act on behalf of SchoolMint.

(j). Entire Agreement. This Agreement, SchoolMint’s Quotation/
SOWs, and Client’s Purchase Order incorporated by
reference constitute the entire Agreement between the Parties
with respect to the subject matter hereof and supersede
all other communications, whether written or oral. This
Agreement may be amended only by a written document
signed by both Parties. The headings of sections of this
Agreement are for reference purposes only and have no substantive
effect.