Terms and Conditions

PROJECT PALS INC.

STUDENT TERMS OF SERVICE

Last Updated: February 2022

These Students Terms of Service (“Agreement” or “Terms of Service”) apply to your use of Project Pals, Inc. Platform and we encourage you to read them carefully as it is a legally binding agreement between you (the “User,” “you,” “Student,” or “your”) and Project Pals Inc. (“Project Pals,” “we,” “us,” “our”). You acknowledge and agree that your use of the Project Pals’ platform (the “Platform”) via the website at https://www.projectpals.com/, or for the US at https://app.projectpals.com/ , or for Asia at https://asia.projectpals.com , or for Africa at https://africa.projectpals.com, or for China at https://projectpals.asia (collectively the “Website”) will be governed by this Agreement, our Privacy Policy, our Website Terms of Use, and any related terms.

If you are unsure as to the terms of this Agreement, please do not proceed further and contact us at support@projectpals.com.

You acknowledge and agree that your use of our Services on our Platform shall be governed by this Agreement, our Privacy Policy and Website Terms of Use, and any related documents and constitutes your acceptance of this Agreement and to all of the terms and conditions stated under this Agreement and the other agreements referenced above in the introductory paragraph. Capitalized terms not defined herein shall have the same meaning ascribed to them under our Privacy Policy or Website Terms of Use.

Project Pals provides Services that may be used by children. Children are not regarded as fully independent users of our Services and Resources. It is the responsibility of the parents and guardians to ensure that the use of our Services is in accordance with the Agreement and to safeguard the children's safety and privacy. Apart from the limitations within the functioning of the Services, we have no control over how parents and guardians oversee the children’s use of the Services as we do not directly interact with children using our Services.

1. INTRODUCTION TO PROJECT PALS; OUR WEBSITE, PLATFORM; AND SERVICES

Project Pals provides the Platform equipped with powerful knowledge creation and visualization tools, our Platform allows students to create project assets, import media, and visualize relationships within a collaborative workspace updated in real-time. Teachers/Mentors can organize, monitor, and assess multiple projects simultaneously, get inspired by our Catalog of Common Core-aligned projects, and share student work with peers and parents.

2. PRIVACY POLICY

Our Privacy Policy describes how we handle the personal and business information you provide to us when you register for our Website or Platform. You understand that through your use of our Website or Platform, you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States for storage, processing, and use by Project Pals and our affiliates.

3. ELIGIBILITY & ACCESS RESTRICTIONS

You are responsible for maintaining the confidentiality of your account, profile, and passwords, as applicable. You may not share your password or other account access information with any other party, temporarily or permanently, and you shall be responsible for all uses of your registrations and passwords, whether or not authorized by you. You agree to immediately notify us of any unauthorized use of your account, profile, or passwords.

We are not a Teacher/Mentor with respect to your use of our Platform or our Website and we shall not be responsible for any content decisions, for whatever reason, made by any Teacher/Mentor posting content on our Platform or Website.

4. REGISTRATION

To use our Services, you will need to set up an account (“Account”). When you set up an Account, you will need to provide information that may include your name, email address, and profile picture (optional), and create a password (“Password” and collectively with the other information, “Credentials”). You agree that all information you provide is true, accurate, current, and complete, and you agree to maintain and promptly update such information to keep it current. You may not transfer or share your Password or Account (collectively, the “Account Information”) with anyone else. You should keep your Credentials and Account Information private. In the event you lose your password or account information, please contact us immediately and we can reset your password in order to protect you from someone conducting or attempting fraudulent activities from your account.

5. SERVICE LICENSE

Subject to your compliance with the terms of this Agreement, we grant you a limited, non-exclusive, revocable, non-transferable, non-licensable, non-sublicensable license to access and use our Website or Platform to: (b) access our Website or Platform and content made available in or otherwise accessible through our Website or Platform, strictly in accordance with this Agreement; and (c) to utilize our Services.

When accessing our Services, Website or Platform, you need to make sure that your internet connection is adequate.

6. ACCESS AND SERVICE RESTRICTIONS

You agree that our Services and Platform, including but not limited to the Website, graphics, trademarks, and editorial content, contains proprietary content, information, and material, which are owned by Project Pals and/or our licensors, including our customers, brands and agencies, and are protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary content, information or materials other than for your permitted use of our Services and/or the Platform or in any manner that is inconsistent with the terms contained in this Agreement.

You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on our Services and/or Website or Platform, in any manner, and you will not exploit our Services, Website or Platform in any unauthorized way whatsoever, including but not limited to, using our Services, Website or Platform to transmit any computer viruses, worms, trojan horses or other malware, or by trespassing or burdening network capacity. You further agree not to use our Services and Website or Platform in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that we are not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using our Services, Website or Platform.

7. RESERVATION OF RIGHTS

You acknowledge and agree that our Services on the Website or Platform are provided for your use. Except to the extent necessary to access and use our Services and/or Website or Platform, nothing in this Agreement grants any title or ownership interest in or to any copyrights, patents, trademarks, trade secrets or other proprietary rights in or relating to our Services and/or to the Website or Platform, whether expressly, by implication, estoppel, or otherwise. Project Pals and its licensors and service providers reserve and will retain their entire right, title, and interest in and to our Services and Website or Platform, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

8. ACCESS RIGHTS

You can access and use our Website at https://www.projectpals.com/, or for the US at https://app.projectpals.com/, or for Asia at https://asia.projectpals.com, or for Africa at https://africa.projectpals.com, or for China at https://projectpals.asia. You agree that we have the right to disable your access and use rights, at any time if, in our opinion, you have violated any provision of this Agreement and/or our Privacy Policy.

We collect personal information (as set forth in our Privacy Policy), which we need, from you when you register to use our Services, Website, or Platform. This information is necessary for us to provide our Services, Website, or Platform to you and is stored on our servers to enable us to continue to provide our Website or Platform to you. Upon your written request, we will provide you with a list of all of the personal information that we store on you within sixty (60) days of receiving your request. Also, upon your prior written request, we will delete any such information within sixty (60) days of receiving your request. Notwithstanding, please note that, if you ask us to delete all such information, we will not be able to continue to provide our Services to you. Please send your requests to us at support @projectpals.com.

9. USER DO’S AND DON’T’S

As a condition to providing our Services to you and for giving access to our Website and/or Platform, you agree to this Agreement and to strictly observe all applicable terms and conditions set forth in our Terms of Use, and in our Privacy Policy which can be found here. We reserve the right to terminate or suspend you Service and/or access to our Platform if you violate the Terms of Use or our Privacy Policy. You should visit the Teacher/Mentor Terms of Service, which can be found here and review and familiarize yourself with the terms and conditions set forth therein.

10. PAYMENT

Our Website or Platform is currently provided to you at a mutually agreed-upon price. In the event that we change this in the future, we will communicate such modification to you as per the procedure detailed under this Agreement or as otherwise specified in another agreement between Project Pals and you.

11. INDEMNIFICATION

To the extent permitted by law, you agree to indemnify, defend, and hold Project Pals and our officers, employees, managers, directors, customers, and agents (the “Indemnitees”) harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys’ fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against Project Pals and our Indemnitees arising from any of the following: (i) a breach of this Agreement; (ii) the negligence, fraud, or willful misconduct of you, your agents, or contractors; (iii) incorrect information provided by you in your Account or elsewhere; or (iv) a failure by you or your agents, contractors, or invitees to comply with applicable laws and regulations.

12. DISCLAIMERS

Your use of our Services and access to our Website or Platform or any content are at your own risk. You understand and agree that our Website or Platform are provided to you on an “AS IS” and “AS AVAILABLE” basis. We make no warranty or representation and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of our Services, Website or Platform or any content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of our Services, Website or Platform or any content; (iii) the deletion of, or the failure to store or to transmit, any content and other communications maintained by our Services, Website or Platform; and (iv) whether our Services, Website or Platform will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from us or through our Services, Website or Platform, will create any warranty or representation not expressly made herein.

13. LIMITATION OF LIABILITY

You acknowledge and agree that, in no event will Project Pals be liable to you or any third party for any indirect, punitive, exemplary, incidental, special, or consequential damages whether in contract, tort (including negligence), or otherwise arising out of this Agreement, or the use of, or the inability to use, our Services, Website or Platform, including, without limitation, any information made available through our Website or Platform pursuant to this Agreement. In the event the foregoing limitation of liability is determined by a court of competent jurisdiction to be unenforceable, then the maximum liability for all claims of every kind will not exceed one times (1x) the aggregate of payments received under this Agreement. If no payment is received under this Agreement, then the amount as decided by the arbitrator under Section 21 below. The foregoing limitation of liability will cover, without limitation, any technical malfunction, computer error or loss of data, and any other injury arising from the use of our Services, Website or Platform. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. To the extent that Project Pals may not disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Project Pals’ liability will be the minimum permitted under applicable law.

14. TERMINATION

We reserve the right to suspend or terminate your Account or cease providing you with access to all or part of our Services, Website or Platform at any time for any or no reason, including, but not limited to, if we reasonably believe: (i) you have violated this Agreement, our Privacy Policy, and/or Website and Application Terms of Use (ii) you create risk or possible legal exposure for Project Pals; or (iii) our provision of our Services, Website or Platform to you is no longer commercially viable. We will make reasonable efforts to notify you of such termination by the email address associated with your Account or the next time you attempt to access your Account, depending on the circumstances. In all such cases, this Agreement shall terminate, including, without limitation, your license to use our Services, Website or Platform.

All sections, which by their nature and context are intended to survive the termination of this Agreement, will survive.

15. COPYRIGHT INFRINGEMENT NOTICE

The contents of our Services, Website, Platform may not be reproduced partially or fully, without due permission from Project Pals. If referred to as a part of another publication, the source must be appropriately acknowledged. The contents of this website cannot be used in any misleading or objectionable context.

16. ASSIGNMENT

This Agreement is only for your benefit. You shall have no right to assign this Agreement or any benefits or obligation hereunder to any other party or legal entity. Any attempted assignment shall be void.

17. ANTI-BRIBERY AND EXPORT COMPLIANCE

You agree not to promote, approach, use, distribute, transfer, provide, sub-license, share with, or otherwise offer our Services, Website or Platform in violation of any laws or this Agreement, including anti-corruption statutes. Without limiting the foregoing, you will not knowingly directly or indirectly export, re-export, transfer, make available or release (collectively, “Export”) our Services, Website or Platform to any destination, person, entity or end-use prohibited or restricted under the applicable law without prior Indian government authorization to the extent required by the applicable export control regulations, including without limitation, to any parties listed on any of the denied parties lists or specially designated nationals lists to the extent required by the applicable regulations.

18. MODIFICATIONS

We reserve the right, at our sole discretion, to change or modify this Agreement at any time. In the event, we modify the terms of this Agreement, such modifications shall be binding on you only upon your acceptance of the modified Agreement. We will inform you about the modifications via email, on our Platform or Website by posting a modified version of this page, or by a comparable means within a reasonable time period. Your continued use of our Services, Website or Platform shall constitute your consent to such changes.

19. RELATIONSHIP OF PARTIES

The parties hereto are independent contractors, and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint ventures, shareholders, employer/employee, or agent/servant. The User has no power or authority to bind Project Pals to any obligation, agreement, debt or liability. The User shall not hold itself out as an agent or representative of Project Pals.

20. GOVERNING LAW

This Agreement shall be governed by the law of the State of Delaware, without respect to its conflicts of laws principles. Each of the parties to this Agreement consents to the exclusive jurisdiction and venue of the state and federal courts located in Santa Clara County, California for any actions not subject to Dispute Resolution and Arbitration provisions as set forth in Section 21.

21. DISPUTE RESOLUTION AND ARBITRATION

1. Binding Arbitration

Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks to bring an individual action in small claims court or seeks

injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Project Pals agree (a) to waive your and Project Pals’ respective rights to have any and all Disputes arising from or related to this Agreement, use of our Website, or Platform, resolved in a court, and (b) to waive your and Project Pals’ respective rights to a jury trial. Instead, you and Project Pals agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or a jury in court).

2. No Class Arbitrations, Class Actions or Representative Actions

You and Project Pals agree that any Dispute arising out of or related to these Terms of Service or use or access of our Website or Platform is personal to you and Project Pals and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and Project Pals agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and Project Pals agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

3. Federal Arbitration Act

You and Project Pals agree that these Terms of Service affect interstate commerce and that the enforceability of this Section shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.

4. Notice; Informal Dispute Resolution

You and Project Pals agree that each party will notify the other party in writing of any arbitral or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Project Pals shall be sent by certified mail or courier to Project Pals, 22560 Jeffrey Mark Ct. #3 Chatsworth, CA 91311 . Your notice must include (a) your name, postal address, telephone number, the email address you use or used for your Project Pals account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically in accordance with this Agreement and will include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and Project Pals cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or Project Pals may, as appropriate and in accordance with this Section, commence an arbitration proceeding.

5. Process

You and Project Pals agree that (a) any arbitration will occur in Santa Clara County, California, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section, and (c) that the state or federal courts of the State of California, have exclusive jurisdiction over any appeals and the enforcement of an

arbitration award. You may also litigate a Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court.

6. Authority of Arbitrator

As limited by the FAA, these Terms of Service and the applicable AAA Rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitral, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms of Service. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual. Notwithstanding anything to the contrary herein or the applicable AAA Rules, discovery in the arbitration shall be limited to one set of interrogatories, one set of requests for admissions, and one set of requests for production of documents.

The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. We will not seek and hereby waive all rights we may have under applicable law to recover, attorneys’ fees and expenses if we prevail in arbitration.

7. Rules of AAA

The AAA Rules are available at https://www.adr.org/Rules or by calling the AAA at 1-800-778-7879. By agreeing to be bound by these Terms of Service, you either (a) acknowledge and agree that you have read and understand the rules of AAA, or (b) waive your opportunity to read the rules of AAA and any claim that the rules of AAA are unfair or should not apply for any reason.

8. Severability

If any term, clause or provision of this Section is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section will remain valid and enforceable. Further, the waivers set forth herein are severable from the other provisions of this Agreement and will remain valid and enforceable, except as prohibited by applicable law.

9. Opt-Out Right

YOU HAVE THE RIGHT TO OPT OUT OF BINDING ARBITRATION WITHIN THIRTY (30) DAYS OF THE DATE YOU FIRST ACCEPTED THE TERMS OF THIS SECTION BY WRITING TO: Project Pals, RE: OPT-OUT, 22560 Jeffrey Mark Ct. #3 Chatsworth, CA 91311. IN ORDER TO BE EFFECTIVE, THE OPT OUT NOTICE MUST INCLUDE YOUR FULL NAME AND CLEARLY INDICATE YOUR INTENT TO OPT OUT OF BINDING ARBITRA TION. BY OPTING OUT OF BINDING ARBITRATION, YOU ARE AGREEING TO RESOLVE DISPUTES IN ACCORDANCE WITH SECTION 21.

22. MISCELLANEOUS

This Agreement along with our Privacy Policy and Website and Terms of Use constitutes the entire agreement between you and Project Pals and supersedes any prior agreements between you and Project Pals with respect to the subject matter herein. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, we both nevertheless agree that the court should endeavor to give effect to our intentions as reflected in this provision, and the other provisions of this Agreement to remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our Services, Website or Platform or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches. All the sections intended to survive the termination of this Agreement shall survive. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Any notices to you shall be provided to you through our Website or Platform or given to you via the email address or physical address you provide to Project Pals during the registration process.