Campus Terms and Conditions

This Lucebra for Campus Agreement (“Agreement”) is entered into as of the date you click the “Accept Terms” button or other equivalent button indicating your acceptance of these terms (the “Effective Date”) between Lucebra LLC, with a place of business at 8 The Green, Suite 7652, Dover, DE 19901, USA (“Lucebra”), and the entity agreeing to these terms (“Organization”). Any different terms in any related purchase order or registration form signed by the parties after the date hereof shall have no force or effect. If you are accepting on behalf of your employer or another entity, you represent and warrant that: (a) you have full legal authority to bind your employer or the applicable entity to these terms and conditions; (b) you have read and understand this Agreement; and (c) you agree on behalf of the party that you represent to this Agreement. If you do not have the legal authority to bind your employer or the applicable entity, please do not click the applicable acceptance button (or if applicable, do not sign this Agreement). This Agreement governs the Organization's access to and use of the Services (as defined below). Lucebra reserves the right to update, change, or replace any part of this Agreement by posting updates and/or changes to this Agreement. Your continued use and access to Lucebra services following the posting of any changes constitutes acceptance of those changes.

TERMS AND CONDITIONS

1. Obligations

1.1 Grant of Rights: As of the Launch Date (as defined herein), Lucebra grants to the Organization and its users (“Users”) a non-exclusive, non-transferable, revocable right to access and use the User Services and Content Services (collectively “Services”), subject to the terms and conditions set forth in this Agreement. It is intended that Users are registered students, faculty, and staff of the Organization.

• User Services: Includes (i) a customized landing page featuring the Organization logo and selected courses, (ii) User engagement reports, (iii) payment solutions that allow Users to seamlessly access premium course experiences and skip checkout, and (iv) enterprise-level User support.
• Content Services: Includes access to Lucebra's Course, Specialization, and/or Guided Projects certificate service, including access to Course assessments and grades for certain massive online open content offerings, to be mutually agreed upon in writing by Lucebra and Organization.

1.2 Enrollment and Licensing: “User License” means the right for a single User to access the Content Services for an unlimited number of Enrollments. “Enrollment” means registration to participate in a single Course, Specialization, or Guided Project, and such Enrollment shall be deemed used once a User registers for a Course and does not either (i) manually opt-out or (ii) automatically unenroll due to low activity during the trial period. User Licenses are transferable among Users; however, Users will lose paid access to all then-enrolled Courses if they are not holding a User License through completion of such Courses.

1.3 LMS Integration and Maintenance: Lucebra will configure the Lucebra API's data exchange to the specifications for the Organization's learning management system (“LMS”) to enable the LMS to sync with the Lucebra APIs. Maintenance includes addressing defects, release management, and setup and administration guidance but does not include integration with a different LMS provider or additional development work due to the Organization's LMS customization or significant LMS version release.

1.4 Cooperation and Implementation: If the Organization opts to create a learning plan for its users, implement Single Sign-On (“SSO”), or request Lucebra to integrate with its LMS, the Organization shall provide all necessary materials and cooperation to allow the Platform to be implemented on or before the Launch Date.

1.5 Branding and Promotion: Lucebra may use the Organization's name and logo(s) to list the Organization as a customer and create case studies highlighting the relationship. The Organization may use Lucebra's name and logo(s) to promote this Agreement, subject to Lucebra's branding guidelines. The Parties may issue joint publicity materials, subject to mutual agreement.

1.6 Compliance and Data Privacy: The Parties will cooperate to ensure compliance with Lucebra's user policies. Each Party will respect the confidentiality and privacy of User data and operate in accordance with applicable law regarding its use and handling. The Organization agrees to implement technical and organizational measures to ensure an appropriate level of security for participants' personal information.

1.7 Prohibited Actions: The Organization will not (i) copy, sublicense, resell, or commercialize the Platform or Content Services, (ii) transfer or allow access to the Platform or Content Services by third parties, (iii) create derivative works, (iv) use the Platform or Content Services fraudulently, (v) crawl or scrape the Platform, (vi) reverse engineer the Platform, (vii) use the Platform for machine learning, or (viii) distribute materials derived from the Platform.

2. Intellectual Property

Lucebra retains all rights, titles, and interests in the Platform, Courses, Specializations, and improvements, as well as all intellectual property rights. The Organization will not remove or alter any copyright or trademark notices.

3. Fees and Billing

Lucebra will invoice the Organization for agreed Fees. The Organization will pay invoices on agreed terms. Fees are non-cancelable and non-refundable. Payments are due Net 30 from the invoice date and must be made in United States Dollars.

4. Taxes

The Organization is responsible for paying all applicable taxes related to the transactions under this Agreement. If the Organization is tax-exempt, it must provide evidence of such status.

5. Term and Termination

5.1 Term: The term of this Agreement is as set forth in the applicable agreement between the Parties. Upon expiration, access to the Platform will cease.

5.2 Termination for Breach: Either Party may suspend performance or terminate this Agreement if the other Party is in material breach and fails to cure within 30 days after receipt of written notice, or if the other Party ceases business operations or becomes insolvent.

5.3 Effects of Termination: Upon termination, (i) all rights and obligations intended to cease will do so immediately, (ii) each Party will return or destroy the other Party's Confidential Information, and (iii) all Services will cease.

6. Confidential Information

6.1 Obligations: Each Party will protect the other's Confidential Information with the same care it uses for its own and will not disclose it except to affiliates, employees, and agents who need to know it and have agreed to confidentiality.

6.2 Exceptions: Confidential Information does not include information that (i) the recipient already knew, (ii) becomes public through no fault of the recipient, (iii) was independently developed by the recipient, or (iv) was rightfully given to the recipient by another party.

6.3 Required Disclosure: Each Party may disclose Confidential Information when required by law and must notify the other Party of such disclosure.

7. Representations and Disclaimers

7.1 Representations: Each Party represents it has the authority to enter this Agreement and will comply with applicable laws and regulations. Neither Party will engage in actions that violate anti-corruption or anti-money laundering laws.

7.2 Non-Academic Credit Use: Courses are for learning and development and do not meet accreditation standards. The Organization is responsible for ensuring pathways toward degree completion if credit is assigned.

7.3 Disclaimers: Except as expressly provided, neither Party makes any other warranty. Lucebra provides its Services “as is” and does not warrant error-free or uninterrupted operation.

8. Indemnification

8.1 By Organization: The Organization will indemnify Lucebra from third-party claims arising from infringement by the Organization's content or actions by its Users.

8.2 By Lucebra: Lucebra will indemnify the Organization from third-party claims that Lucebra's technology infringes intellectual property rights.

8.3 General: The indemnified Party must notify the indemnifying Party of claims, cooperate in defense, and allow the indemnifying Party control of the defense.

9. Limitation of Liability

9.1 Indirect Liability: Neither Party will be liable for indirect, special, incidental, consequential, or punitive damages.

9.2 Amount of Liability: Neither Party's liability will exceed the amount paid or payable by the Organization to Lucebra in the 12 months preceding the claim.

9.3 Exceptions: These limitations do not apply to breaches of confidentiality, intellectual property violations, or indemnification obligations.

10. Miscellaneous

10.1 Notices: All notices must be in writing to the legal department of each Party. Notices are deemed given upon verification of receipt or automated confirmation.

10.2 Assignment: Neither Party may assign this Agreement without written consent, except to an affiliate under specific conditions.

10.3 Force Majeure: Neither Party will be liable for performance failures due to conditions beyond their control.

10.4 No Waiver: Failure to enforce any provision does not constitute a waiver.

10.5 Severability: Unenforceable provisions will be interpreted to fulfill their purpose, and the rest of the Agreement remains in effect.

10.6 No Agency: The Parties are independent contractors; no agency, partnership, or joint venture is created.

10.7 No Third-Party Beneficiaries: There are no third-party beneficiaries to this Agreement.

10.8 Equitable Relief: Nothing limits either Party's ability to seek equitable relief.

10.9 Governing Law: This Agreement is governed by California law. Disputes will be resolved in the courts of Dover, Delaware.

10.10 Amendments: Amendments must be in writing and expressly state they amend this Agreement.

10.11 Survival: Provisions that should survive termination will do so.

10.12 Entire Agreement: This Agreement constitutes the entire agreement and supersedes prior agreements. URL-referenced terms are incorporated by reference.

10.13 Counterparts: The Parties may enter this Agreement in counterparts, including electronic copies, which together constitute one instrument.

11. U.S. Government Terms

11.1 Termination for Convenience: The Organization may terminate this Agreement for convenience, with payment due for work done and reasonable termination charges.

11.2 Confidential Information: Confidentiality is subject to the Freedom of Information Act.

11.3 Indemnification: Government entities are exempt from indemnification.

11.4 Assignment: Assignment clauses are subject to federal regulations.

11.5 Governing Law: Federal law governs disputes involving government agencies.

11.6 FAR Clauses: Specific FAR clauses are incorporated, rejecting others not required for commercial item subcontracts.

By adhering to these Campus Terms and Conditions, both parties ensure a clear, compliant, and robust framework for their collaborative efforts.