College Success

I. IMPORTANT NOTICE TO SUBSCRIBER...PLEASE READ CAREFULLY:

The terms "we", "us", and "our" refer to Vantage Labs, LLC, McCann Associates Holdings, LLC and its affiliated companies (collectively "McCann"). "You", "your", "grantee", "subscriber" or "end-user" refer to the individual and the entity that has procured and/or who (which) accesses or uses Services whether the end-user has purchased and paid for Services directly or whether Services have been procured for the benefit of end-user access and use at no additional charge to such end-user. By way of example, an educational institution may pay for its administrators, teachers and students to access and use Services. Similarly, a corporation could pay for its employees to access and use Services. As an end-user, you are bound by the terms and conditions of these Terms of Service, whether you have paid directly for Services or whether your access and use of Services has been paid for by a third party. "Subscription Services" or "services" refer to software service application accessed by you via the internet. "Technical services" refers to support, consulting, or other services including customizations you have ordered (if any apply). The terms 'Subscription Services' or 'service(s)' may be used interchangeably within this document.

II. LEGAL AGREEMENT

These Terms of Service ("ToS") constitute a legal agreement between you (either an institution, college, school, an individual or a single entity subscriber) as Subscriber Licensee/Grantee and McCann, Licensor/Grantor for use of the Service incorporating proprietary underlying Virtual Scoring Toolset^™ and IntelliMetric^© or other proprietary technologies and any related documentation. Services are accessed solely through use of the software services IP domain, web address and Application Protocol Interface (API) technology via the Internet. By using the Service, you agree to be bound by the terms of this Agreement and subscription. If you do not agree to the terms of this Agreement, you may not use the Service. The Service is licensed on a software-as-a-service basis through subscription, it is never sold. The terms and conditions for access to and use of Services include and protect any related documentation or materials that may be distributed to you or to which you may gain access as an institution or as an end-user. Your access to and use of Services is authorized exclusively by McCann at its sole discretion and is further contingent upon timely and seasonable payment of subscription and/or service fees as a condition precedent to initial and continued end-user access and use of such Services. Typically, the Service is procured on an entity-subscription or individual-use basis. For applicable details, check with the entity with which you are associated or employed, and which has purchased Services for your related use. Pricing, fees, as well as the manner and timing of payment for Services may be governed collaterally by separate purchase order. For further details, check with the entity with which you are associated or employed, and which may have purchased Services for your use. By purchasing or using Services, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, you may not use Services.

III. MODIFICATIONS TO SERVICES AND TERMS AND CONDITIONS OF USE

McCann may at any time make modifications, changes, revisions, maintenance updates, enhancements and alterations to services or these Terms of Service, without prior notice. Subscribers are responsible for regularly reviewing this Agreement. Your continued use of Services following any modifications, changes, revisions, maintenance updates, enhancements, and alterations shall constitute your acceptance of each modification, change, alteration, and the like.

IV. WHAT THIS SUBSCRIPTION AGREEMENT COVERS

Domestic and Foreign Intellectual Property statutes, treaties, conventions, protocols, and agreements, including copyright laws (collectively "Intellectual Property law") protect the Service. The Service is accessed exclusively on a subscription basis, it is not sold; College Success is not a 'product', it is a pure service. As a subscriber, you acknowledge, assent and agree to abide by all Intellectual Property law pertaining to and protecting College Success. You must hold a valid subscription, which we assign to you, to use College Success.

Your order is not effective until accepted by us. Upon acceptance we grant you limited authority to access and use College Success on an institutional or personal subscription basis, i.e. only valid paid-up subscribers have authority to access and use the service. College Success is intended exclusively for the use of each paid institutional and/or individual subscriber. Sharing of subscription details, including username and password is strictly prohibited and shall be immediate cause for cancellation of service without notice. Your subscription will terminate at the end of your paid-up subscription period. The subscription may be subsequently renewed at the then current renewal price. Under certain circumstances, renewing subscribers may be eligible for discounts or other incentives - please see the heading 'SUBSCRIPTION RENEWAL' for important information regarding marketing, your assent to receive email and other marketing offers, incentives and other discounts that may apply to your subscription or subscription renewal.

V. OWNERSHIP AND PROPERTY RIGHTS

McCann reserves the right to deal with and contract with whom it desires at its sole discretion. Access to and use of Services is a privilege granted exclusively by McCann as Subscription Grantor. At its sole discretion, McCann may monitor, cancel or limit your access to and use of Services without notice of any kind. Potential subscribers are subject to contractually valid acceptance criteria established by McCann. Subscriber understands and acknowledges that McCann holds all right, title and interest to College Success, including, but not limited to, trade secret, patent, trademark and copyright in Subscription Services and documentation. Subject to the terms of this Agreement, McCann grants to the institution and/or individual subscriber who has paid for the Service, a non-exclusive non-transferable subscription to use Subscription Services during the term of this Agreement or the length of the term for which the subscriber has paid for the Service, whichever is shorter. Use of Services is limited to non-commercial, educational or valid business purposes only as agreed between McCann and subscriber; you may access and use Services on a subscription or individual subscription basis depending upon how Services were purchased or procured. For applicable details, check with the entity with which you are associated or employed and which has procured Services for your related use.

VI. SUBSCRIBTION GRANT, RENEWAL AND OTHER TERMS OF USE

Upon your acceptance as an end-user/subscriber, McCann grants to you a non-exclusive, non-transferable, limited authority to access and use Services on an individual subscription basis by use of a special username and password ("entry key") to be issued by McCann and that shall be used only for purposes consistent with this Agreement and the pedagogic or other business nature and objectives for which Services were developed and procured. The entry key is McCann confidential information as defined within this Agreement and should not be used for any purpose inconsistent with the terms and conditions of this Agreement or the technology itself. A subscription does not grant you any rights to use McCann proprietary interfaces and other intellectual property in the design, development, manufacture, licensing or distribution of third-party products, applications, devices, materials and accessories for use with the Service or other McCann technologies. Some of those rights may be available under a separate agreement from McCann Associates. For more information, please contact McCann.

You may not share or otherwise divulge the entry key assigned to you to any other person. Doing so will invalidate your subscription and may subject you to civil penalties. This subscription will terminate at the end of the service term shown on the McCann Purchase Order you received after subscription (receipt), subscription agreement or contract between you or the entity with which you are associated or employed (if not purchased individually) and McCann. The typical subscription service period runs for one (1) year from date of purchase.

The subscription may be subsequently renewed at the then current renewal price. Domestic and Foreign Intellectual Property statutes, treaties, conventions, protocols and agreements, including copyright laws (collectively "Intellectual Property law") protect the Services and all underlying technologies and connected intellectual property. As an institution and/or subscriber, you acknowledge, assent to and agree to abide by all Intellectual Property law pertaining to and protecting Services and technology. In all cases, you must hold a valid use license or subscription and a specifically assigned entry key in order to access and use Services. Only valid and paid-up subscribers have authority to access and use Services exclusively for personal use. A subscriber may use Services only for the time period for which subscription has been authorized by McCann. Any attempt to use an entry key, transfer use of Services or actual use of Services by anyone other than the valid subscriber shall constitute a breach of these Terms of Service and subscription and shall result in immediate termination of the subscription as described below under the heading 'Termination'.

Subscriber shall not cause any part of the Application in any way to be decompiled, disassembled or reverse engineered, reverse compiled or re-implemented nor shall any attempt to do so be undertaken or permitted. Subscriber agrees not to modify nor create a derivative of any part of the Services, underlying software application or components thereof nor remove, edit, copy, or modify any product identification, copyright or other notices. Intentional attempts to trick, deceive, mislead, fool or otherwise circumvent the legitimate purposes for which the Service has been purchased, including false or purposefully designed submissions calculated to test, reveal or expose underlying scoring technology or other product functionality ("false submission") shall be considered a breach of this subscription agreement and shall be cause for immediate cancellation of subscription without refund or reimbursement of any kind. Subscriber agrees not to modify nor create a derivative of any part of the Service, remove any product identification, copyright or other notices, create or aid in the creation of false submissions.

VII. TERMINATION

Without prejudice to any other rights, we may terminate this subscription if Subscriber breaches or fails to comply with any term or condition of this Agreement or associated collateral agreement. In such event, Subscriber shall immediately cease and desist from further use of any materials or documentation connected with Services and shall destroy and/or return, within the exclusive option of McCann, all related or connected documentation or materials. Upon request of McCann, terminated subscribers must provide a written statement acknowledging discontinued use of Services and documentation. Upon request of McCann, terminated subscribers shall provide McCann with a sworn verification as to subscriber's discontinued use of Services and return or destruction of such related documentation or materials.

VIII. CONFIDENTIAL INFORMATION

For purposes of this Agreement, confidential information shall include: the entry key used exclusively by a single assigned end-user and all materials or documentation relating to or used in conjunction with the Service. Subscribers shall not use, disclose or otherwise disseminate to any other person or entity any Confidential Information or any copy or summary of any Confidential Information. Subscribers shall not remove or duplicate any Confidential Information or participate in any way in the removal or duplication of any Confidential Information without McCann's prior written consent specifically to do the same. In the event that any party or its representatives is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any information supplied to such party in the course of its dealings with the other party or its representative, it is agreed that such party will provide prompt notice of such request or requirement to McCann so that McCann may seek an appropriate protective order and/or by mutual agreement waive compliance with any contrary provisions of this Agreement.

Upon the termination of this Agreement, at McCann 's discretion, subscribers shall destroy or return promptly to McCann: (i) all copies thereof made; and (ii) all portions of all compilations, studies, notes, analyses and memoranda prepared in connection with the examination thereof or derived therefrom that contain or reflect any Confidential Information. Upon request of McCann, subscribers shall provide McCann with a sworn verification as to the return or destruction of such Confidential Information.

IX. FERPA, CALIFORNIA AB 1584 COMPLIANCE, FLORIDA INFORMATION PROTECTION ACT OF 2014 and other STATE REGULATIONS CONCERNING THE PROTECTION OF STUDENT RECORDS

In compliance with the requirement of FERPA, the California AB 1584, FIPA and other State Regulations:

• Pupil records continue to be the property of and under the control of the school district;
• Pupils may retain possession and control and or transfer their own pupil-generated content, if applicable, to a personal account by contacting their school district, McCann does not retain possession of pupil records upon completion of the scoring process;
• No information in the pupil record is used for any purpose other than those required or specifically permitted by the contract;
• Parents, legal guardians, or eligible pupils may review personally identifiable information in the pupil's records and correct erroneous information by contacting their school district, for no personally identifiable information is retained by McCann and affiliated companies upon completion of the scoring process;
• All staff of McCann and affiliated companies receive training regarding the security and confidentiality of pupil records;
• In the event of any unauthorized disclosure of pupil records, McCann and affiliated companies shall notify the affected parent, legal guardian, or eligible pupil through the affected pupils' school district;
• McCann and affiliated companies do not retain pupil records upon completion of the terms of the contract and all such pupil records, if any, are returned to the school or destroyed upon expiration of the term of the contract;
• McCann and the institution/school work together to jointly ensure compliance with the federal Family Educational Rights and Privacy Act;
• McCann does not use any personally identifiable information in pupil records to engage in targeted advertising;
• McCann shall comply with breach reporting requirements.

X. LIMITED WARRANTY

MCCANN WARRANTS TO SUBSCRIBER THAT SUBSCRIPTION SERVICES WILL PERFORM SUBSTANTIALLY IN ACCORDANCE WITH CURRENT FUNCTIONAL DOCUMENTATION. MCCANN PROVIDES NO WARRANTY THAT THE USE OF SUBSCRIPTION SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. MCCANN’S TOTAL LIABILITY WITH RESPECT TO THIS WARRANTY AND SUBSCRIBER'S SOLE REMEDY FOR BREACH OF THIS WARRANTY SHALL BE LIMITED TO SCORE CORRECTION OR REUSE OF SUBSCRIPTION SERVICES AT NO ADDITIONAL CHARGE TO SUBSCRIBER. NO OTHER WARRANTIES, EXPRESS OR IMPLIED, SHALL APPLY, INCLUDING, BUT NOT LIMITED TO, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. IN NO EVENT, HOWEVER, SHALL MCCANN BE LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICE.

THE ABOVE IS A LIMITED WARRANTY AND IS THE ONLY WARRANTY MADE BY MCCANN. MCCANN MAKES AND SUBSCRIBER RECEIVES NO OTHER WARRANTY EXPRESS OR IMPLIED. EXPRESSLY EXCLUDED ARE ALL WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS OTHERWISE SET FORTH ABOVE, THE STATED EXPRESS WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF MCCANN FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE DELIVERY, USE OR PERFORMANCE OF ANY SUBSCRIPTION SERVICES OR INTELLECTUAL PROPERTY PROVIDED TO SUBSCRIBER BY MCCANN.

LIABILITY UNDER NO CIRCUMSTANCES SHALL MCCANN'S LIABILITY TO THE SUBSCRIBER HEREUNDER INCLUDE, NOR SHALL MCCANN BE LIABLE FOR, ANY CLAIM OR DEMAND AGAINST MCCANN BY A THIRD PARTY, EXCEPT AS SPECIFIED ABOVE, OR FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR PRODUCTS OR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, TORT OR COVER DAMAGES HOWEVER CAUSED, INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM NEGLIGENCE OR FROM DELAY OF DELIVERY OR FROM LOSS OF DATA, BUSINESS OR GOODWILL, WHETHER OR NOT SUBSCRIBER HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

XI. ASSIGNMENT

This Agreement and the subscription granted hereunder may not be assigned, licensed, transferred or otherwise alienated by subscriber to any other party.

XII. FEES

Use of Subscription Services is subject to current and seasonable payment of applicable participation and/or special fees, if any, by Subscriber. Failure to comply with payment terms in consideration of continued and valid subscription use shall be grounds for suspension, revocation or termination of subscriber's access to Subscription Services.

XIII. GOVERNING LAW and VENUE

The validity, interpretation and performance of this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. Should any provision of this Agreement be determined by the courts to be illegal or in conflict with any law of the Commonwealth of Pennsylvania, the validity of the remaining provisions shall not be impaired. All disputes which arise in connection with this Agreement or any claimed breach thereof, shall be resolved, if not sooner settled, by litigation only in the Courts of Bucks County, Pennsylvania (or the Federal Court otherwise having territorial jurisdiction over such County and subject matter jurisdiction over the dispute), and not elsewhere, subject only to the authority of the Court in question to order changes of venue. Each party waives the personal service of any and all process upon it, and agrees that all such service or process may be made by certified or registered mail, return receipt requested, addressed to the other.

XIV. OTHER

This Agreement constitutes the entire understanding between McCann and the Subscriber with respect to the subject matter hereof and supersedes any prior agreements, understandings, negotiations or offers between them. Any modification or amendment of the terms of this Agreement shall not be binding upon either party unless such amendment or modification is in a written form signed by an authorized representative of each party.

ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY MCCANN.

As evidenced, as the case may be, by my signature hereon or by my electronic acceptance in lieu of my signature, I confirm that I have received, reviewed, and accepted the applicable Terms of Service together with applicable schedules and exhibits associated with the services requested herein. I furthermore represent that I have authority to bind my organization (Client) to all of the terms and conditions of this Master Services Agreement Purchase Order, including relevant End User Subscription Agreements, schedules, exhibits, and attachments.