WOOLF INC.

MASTER SPONSORSHIP TERMS AND CONDITIONS

These Master Sponsorship Terms and Conditions (together with any SOWs made under these Master Sponsorship Terms and Conditions the “Terms”), dated as of the Effective Date of the Order, are entered into by and between Woolf Inc. (“Woolf Labs”) and the sponsor indicated on the Order (“Sponsor”). Capitalized terms used but not defined in these Terms have the meanings ascribed to them in the Order. Each of Woolf Labs and Sponsor may be referred to herein as a “Party” or collectively as the “Parties”.

These terms form part of an agreement between you (the Sponsor) and Woolf Labs, a technology company with no degree-granting power and which is not an accreditation body. Through this agreement Woolf Labs will help you propose and sponsor the creation of a new degree program or constituent member college that is compliant with the policies in one or several HEIs. Those HEIs will make their decisions independently, and in line with their own Quality Assurance practices (which are public) and subject to their own regulatory frameworks and applicable laws.

1. Order of Precedence; Definitions

1.1. Order of Precedence. In the event of a conflict between these Terms, the Order, the Platform Terms, or an SOW, the documents will govern in the following order of precedence of least to highest order of precedence:

1.1.1. the Platform Terms but only with respect to use of the Platform (except where the MSA expressly provides that the other terms herein will apply in precedence to the Platform Terms);

1.1.2. the SOW but only with respect to the Services provided under the SOW;

1.1.3. the Order; and

1.1.4. the Master Sponsorship Terms and Conditions.

1.2. Definitions.

1.2.1. “Active Months” refers to the monthly subscription period starting from the date when a Student begins onboarding for a degree until a Student receives his or her degree. It is hereby clarified that One (1) day of participation in a calendar month shall be deemed to constitute a full Active Month.

1.2.2. “Active StudyTrack Non-Degree Student” means a StudyTrack Non-Degree Student who accesses or interacts with the Platform in a given calendar month.

1.2.3. “Annual Fee” means the annual fee for the Technology Services as indicated on the Order.

1.2.4. “Course” means an educational curriculum, program, course, or class proposed by Sponsor. Courses are directly managed by the applicable HEI, and delivered solely by the HEIs approved faculty members.

1.2.5. “Course Content” means pictures, handouts, worksheets, videos, or other content or materials developed and proposed by Sponsor in connection with a Course or Degree. Each piece of Course Content is independently evaluated and moderated by the applicable HEI, subject to its policies.

1.2.6. “Sponsor Data” means data regarding a Degree, Course, Course Content, or Sponsor’s Students in each case, as may be provided by Sponsor to Woolf Labs, whether or not through the Platform.

1.2.7. “Degree” means the award, certificate, diploma, or degree, or other learning program awarded by the HEI on or via the Platform. A Degree is typically composed of multiple Courses.

1.2.8. “ECTS Credit” means one credit, as determined under the European Credit Transfer and Accumulation System, normally representing 25 hours of student learning.

1.2.9. “Gross Revenue” means the portion of the Tuition paid by Students, or on behalf of Students, as collected by Sponsor.

1.2.9.1. When Sponsor is responsible for collecting Gross Revenue, then Sponsor agrees to accurately track Gross Revenue from participating Students and provide that information to the Platform so that Woolf Labs may report Gross Revenue to applicable regulatory authorities and appropriately comply with Woolf Labs’ obligation to disclose accurate Degree prices to Students. All prices are publicly listed on woolf.education.

1.2.9.2. Gross Revenue is inclusive of the total amount paid by a Student (or financing partner on behalf of a Student) to purchase a Degree or applicable program, including taxes paid, application fees, or other fees charged.

1.2.9.3. Gross Revenue excludes any discounts and cashbacks offered by the Sponsor, or any eligible refunds processed by the Sponsor as per this policy.

1.2.10. “HEI” means higher education institutions, which may be wholly owned Woolf Labs companies, Woolf Labs-affiliated entities, or third parties. Data sharing, course transfers, or degree-transfers, and similar arrangements are at the discretion of the applicable HEI and subject to its policies. The list of HEIs may change at any time. For the sake of clarity and without limitation to the foregoing, HEIs include the following:

1.2.10.1. Woolf Education Ltd, “Woolf (MT),” having its registered address at 66, Old Theatre Street, Valletta VLT 1427, Malta, which is a licensed Higher Education Institution with license number 2019-015. Woolf Education Ltd is subject to its Quality Assurance Policy, which is available at https://woolf.education/legal/quality-assurance-policy-eu and Quality Practices Policy, which is available at https://woolf.education/legal/quality-practices-policy-mt

1.2.10.2. Woolf GmbH, “Woolf (CH),” having its registered address at Täfernstrasse 16, 5405 Baden-Dättwil, Switzerland. Woolf GmbH is subject to its Quality Assurance Policy, which is available at https://woolf.education/legal/quality-assurance-policy-ch and Quality Practices Policy, which is available at https://woolf.education/legal/quality-practices-policy-ch;

1.2.10.3. Woolf University LLC, “Woolf University (WI),” having its registered address at 4650 W. Spencer Street, Suite L, Appleton, WI, 54914, USA. Woolf University is incorporated and officially approved in the State of Wisconsin under Wis. Stats. § 440.52 (10)(a), with approval granted on August 15th, 2022 under the Educational Approval Program of the Wisconsin Department of Safety and Professional Services, which is the body providing state licensure for universities; and

1.2.10.4. Woolf University LLC, “Woolf University (CA),” having its registered address at 3400 Cottage Way, Sacramento, California 95825.

1.2.11. “Historical StudyTrack Non-Degree Student” means a user previously tracked as an Active StudyTrack Non-Degree Student, or a user with a record imported into the Platform for archival, reporting, or compliance purposes, with no active login or interaction during the calendar month in question.

1.2.12. “Platform” means Woolf Labs’ proprietary academic management and learning management platform.

1.2.13. “Platform Terms” means the terms found at https://woolf.education/legal/terms. For the sake of clarity, and without limitation to the foregoing, Platform Terms include the Quality Assurance Policy and Quality Practices Policy of an HEI.

1.2.14. “Seat(s)” represents one authorized Student who has access to the technology Platform for one month. This user may have a distinct login or credentials tied to their identity. A Seat month that has been assigned to one Student for any amount of time cannot be assigned to another Student.

1.2.15. “Seats Fee” refers to the monthly technology fee for each technology Seat, as outlined in the Order.

1.2.16. “Services” means the services mentioned in Section 2. Services may be conducted in conformity with this MSA by wholly owned Woolf Labs companies, HEI, sub processors, Woolf Labs-affiliated entities, or third parties.

1.2.17. “Statement of Work” or “SOW” means a statement of work attached to an Order or entered into by the Parties in writing from time to time which specifically reference this MSA.

1.2.18. “Students” means users of the Platform who have initiated the process of enrolling in one or more Degrees or enrolled in Courses through Performance-Based Admissions. Students study Woolf curriculum delivered by Woolf staff at a constituent Woolf college. For the sake of clarity, and without limitations to the foregoing, Students shall mean those users of the Platform that are between the invitation to a degree and graduation. Students therefore also include those who are in the process of receiving their Student identity card, which may require enhanced identity or education verification prior to signing their enrollment agreement.

1.2.19. “StudyTrack Non-Degree Student” means a user of the Platform who is not matriculated in a Degree program and is tracked with the StudyTrack offering.

1.2.20. “Tuition” means the amounts payable by Students to Sponsor in connection with a Course or Degree, or a financing partner (on behalf of the student) to the Sponsor. Sponsor will accurately track Tuition in the Platform.

2. Services

Services will include:

2.1. Technology Services. Woolf Labs will provide technology services to the Sponsor under the MSA (“Technology Services”). Technology Services will include:

2.1.1. Platform Services: Woolf Labs will provide a Platform to host the Sponsor Data and for performance of such other activities under the MSA which require the use of Platform (“Platform Services”).

2.1.2. Digital Nomination Services: Woolf Labs will provide digital nomination services to the Sponsor under the MSA (“Digital Nomination Services”). Digital Nomination Services are subject to the applicable terms of specific HEI and its Courses or Degree. Digital Nomination Services will include the services mentioned in Section 2.1.3 below.

2.1.3. Woolf Labs will digitally nominate the creation of a digital constituent member college on behalf of the Sponsor at one or more HEI, including sharing all applicable data, subject to the respective Quality Assurance Policy and Quality Practices Policy of the HEI. Degrees, credits, courses, and certificates may be processed or issued by the HEI, as applicable. For the sake of clarity, and without limitation to the foregoing, the constituent member digital college is a wholly constituent, controlled, and integral part of the relevant HEI, and its address is that of the respective HEI’s address. The Sponsor does not become a college – Woolf Labs supports the creation of a college at the applicable HEI, subject to that HEI’s policies.

2.1.3.1. College. Woolf Labs will propose a name for a constituent member digital college, at one or more HEI, with the recommendations of the Sponsor. The final selection for the digital college’s name will be at the discretion of the HEI.

2.1.3.2. Curriculum. Woolf Labs will use its technology Platform to provide digital compliance services to the digital constituent member college, such as maintaining records of compliance for Courses and Degrees, including tools for evaluating and enforcing compliance of Course Content for Degrees. The approval of curriculum is wholly at the discretion of the applicable HEI.

2.1.3.3. Staff. Woolf Labs may, as requested by the Sponsor, provide digital and professional services to support in the sourcing and evaluation of candidates that will be recommended to the HEI for staff roles, include whether they are likely to meet the academic and regulatory standards of the applicable HEI, and whether they continue to meet satisfactory requirements as staff members, per the HEI’s reports and policies. The sponsor shall have the right to request Woolf Labs to nominate a Dean of the college. The approval of all staff is wholly at the discretion of the applicable HEI and all staff must be approved by the HEI, following its internal quality assurance processes. All staff must sign a staff agreement with the applicable HEI.

2.1.3.4. Students. Sponsor may support in the sourcing, marketing and recruiting of potential students. The matriculation of students is wholly at the discretion of the applicable HEI; all students must be approved by the HEI, following its processes, and sign a student agreement. Woolf Labs will support the HEIby providing management of digital records such that the applicable HEI is able to identify, according to its policies, whether a Student is eligible to be issued with academic credits by that HEI in compliance with its applicable quality assurance policies and academic standards, such that where Students have earned enough credits, they may be issued with the relevant Degree.

2.1.3.5. Financial transactions. Students (except in cases of HEI-approved transfers) study Woolf curriculum delivered by Woolf staff at a constituent Woolf college. Sponsor hereby agrees that Sponsor and Sponsor alone is wholly financially liable for financing the (a) delivery of applicable Woolf Courses by approved Woolf Staff to the Woolf Students; (b) making payments to the applicable Woolf staff; (c) providing refunds to the Woolf Students (subject to the applicable HEI’s policy); and (d) providing any financing-related non-academic support services to the Woolf Students, where relevant. These shall be accurately tracked by the applicable HEI using Woolf Labs’ Platform to ensure compliance and transparency.

2.2. StudyTrack Services. Subject to the applicable HEI’s Policy on the Recognition of Prior Learning (RPL), and as directed by the applicable HEI, Woolf Labs may incorporate approved non-Degree learning Data on the Platform for learners and thereby create a learning record supporting a student’s eligibility for admission or progression in a Course or Degree (“StudyTrack”). Progress in a Course or Degree will not be recognized unless a Student is actually Enrolled in a Course or Degree by the applicable HEI.

2.2.1. Data submitted by Students for RPL

2.2.1.1. Sponsor agrees to pay the StudyTrack fee for Recognition of Prior Learning (“RPL”) on behalf of Students at the agreed rate. RPL will incur one (1) StudyTrack Conversion Fee for up to the first 20 ECTS credits exempted, and two (2) StudyTrack Conversion Fees if the exemption exceeds 20 ECTS credits.

2.2.1.2. RPL is the process by which a Student submits evidence on their own behalf, demonstrating their own formal and informal learning experiences, which can be assessed for admission to a Degree (if they are not otherwise eligible for admission), or progress in a Degree, or exemption from certain progress or credit requirements in a Degree.

2.2.1.3. Woolf Labs, as directed by the applicable HEI, makes available to Students the ability to submit evidence and request a review of their non-Degree work experience and educational qualifications for RPL. When a student initiates such a request to Woolf Labs, the fee for this review is $200 USD (subject to change) and is payable by the student, at the time of requesting an RPL evaluation. This fee is publicly noted at https://help.woolf.education/hc/en-us/articles/10009889206300-Recognition-of-Prior-Learning-Policy.

2.2.2. Performance-Based Admission

2.2.2.1. Sponsor agrees to pay the StudyTrack fee for Performance-Based Admission (“PBA”) on behalf of Students at the agreed rate.

2.2.2.2. PBA is relevant if a student does not meet the standard entry requirements for their Degree (e.g., completing a full bachelor’s EQF6 degree for admission to an EQF7 Master’s program), and the student does not seek admission on the basis of RPL, in which case they may qualify for PBA. PBA students are fully enrolled in the HEI and its digital college, and the applicable courses, but not yet matriculated into the Degree. Formal enrollment in the Degree is contingent upon the PBA Student meeting the conditions outlined in the letter of enrollment and conditional offer, as determined by the applicable HEI.

2.2.2.3. PBA Students receive a letter of enrollment in the HEI along with a conditional offer of matriculation into the Degree, detailing the specific requirements to achieve full Degree admission status. These requirements are regulated and subject to change and currently include, but are not limited to, the successful completion of at least 20% of program modules or a minimum of 200 hours (whichever is less) with a grade of 80% or higher according to Woolf Labs’ grading scale. The admission criteria in the letter of enrollment and conditional offer are subject to change, and any revisions will be communicated in the public PBA Policy.

2.2.2.4. Woolf Labs’ Seats Fee as mentioned in the Order will apply upon the initiation of enrollment for a conditional admission of PBA students in a Degree program.

2.2.2.5. A StudyTrack Conversion Fee is always applicable to a PBA Student and will be calculated at the rate in the Order, and is payable upon the initiating enrollment or the issuance of the “letter of enrollment and conditional offer” to a PBA Student, whichever is first. For clarity, Performance-Based Admissions will always be treated as a separate Conversion Event, and as such, the StudyTrack Conversion Fee for a PBA Student will always be charged independently of and in addition to any other applicable StudyTrack fees which may occur in proximity to the Performance-Based Admission.

2.2.2.6. No refunds will be provided by Woolf Labs to PBA students who fail to meet the admission criteria as stated in the letter of enrollment and conditional offer. Students are responsible for the successful progression from their PBA status to full Degree matriculation.

2.2.3. Airlock Data used in StudyTrack

2.2.3.1. Sponsor agrees to pay the StudyTrack fee for any Airlock Data on behalf of Students at the agreed rate.

2.2.3.2. Airlock data is created directly by Woolf Labs using the proprietary combination of SDK and API (“Airlock Data”), which ensures data is actor-based (made by the learner conducting learning activities), recorded in real-time (not a report from the past), and secure (encrypted and transmitted by Woolf Labs). Airlock Data is always added directly to the StudyTrack record for evaluation by the pertinent HEI.

2.2.3.3. For Active StudyTrack Non-Degree Students, Woolf Labs provides the applicable HEI with Airlock Data for evaluation and possible recognition.

2.2.4. Various data submitted by, or on behalf of students for incorporation into StudyTrack.

2.2.4.1. CSV Data. For Historical StudyTrack Non-Degree Students, Woolf Labs will evaluate and the HEI may incorporate evidence of prior learning provided by Sponsor as an export of learning activity from a learning management system in an approved format, such as a CSV file (“CSV Data”). Woolf Labs limits the use of CSV data to specific learning activities, which do not create a sufficient record for credit issuance or exemption by themselves and therefore require Remediation. Limitations are subject to change; currently Woolf Labs accepts: (1) Regular Assignment submissions (but not Summative Assignment submissions), (2) Grades, and (3) Meeting attendance (provided a recording, transcript, or similar record is also provided).

2.2.4.2. Off Platform Accredited Data. Woolf Labs will evaluate and the HEI may incorporate learning data provided by Sponsor, or learner or Students, as evidence of prior learning when that evidence originates in another accredited higher education institution recognized by the national authorities in the country of issuance (“Off Platform Accredited Data”). Evidence may include academic transcripts, degree certificates, examination evidence, or syllabi.

2.2.4.3. Off Platform Unaccredited Data. Subject to the case-specific review and approval of the HEI according to its regulatory and Quality Assurance Policies, an HEI may incorporate learning data provided by Woolf Labs on behalf of Sponsor as evidence of prior learning when that evidence originates in another academic institution or training center or workplace environment that is sufficiently academic but not recognized by the national authorities in the country of issuance as a degree-granting institution (“Off Platform Unaccredited Data”). An audit of the entire institution and its learning program may be deemed by the HEI to be required prior to assessing evidence of the learner’s engagement with that learning program. Evidence may consist of attendance records, evidence of fees paid, assignment or examination scores, informal certificates, or other evidence of learning. Woolf Labs may participate in the organization of the data, but the HEI will make any determination as to whether there is a recognition of prior learning.

2.2.4.4. Audited Institution Data. Upon agreement by the Parties (including any additional fees), an HEI may evaluate a learning institution in order for the HEI to determine whether programs as built, and programs as reported to have been completed by learners, may be deemed to meet any of the standards of recognized prior learning (“Audited Institution Data”).

2.2.5. StudyTrack Limitations.

2.2.5.1. StudyTrack is an optional benefit and not required for successful Degree admission or completion. Sponsor acknowledges that regulatory, operational, and technical constraints apply to StudyTrack [a], that those constraints are subject to change at any time, and that those constraints may be specific to particular sources of data (“Limitations”). Combining data sources and other Woolf Labs products or features may introduce additional Limitations.

2.2.5.2. Remediation. Sponsor acknowledges that the data provided may result in study-hours and progress towards a Course or Degree but not wholly satisfy the requirements of credit exemption or issuance, and that Remediation to complete a record may be required for credit exemption or issuance (“Remediation”). Remediation is entirely defined by the applicable HEI.

2.2.5.3. Right of Refusal. Woolf Labs does not guarantee the recognition of prior learning, issuance of academic credit, or exemption from credit, which are the responsibility of the HEI. Sponsor acknowledges that Woolf Labs retains the right to refuse to incorporate learning data provided by Sponsor into StudyTrack, and retains the right to refuse to recognize the StudyTrack record for academic credit exemption or issuance or for progress towards a Course or Degree. Learning data in some fields of study may be rejected in whole or in part if it is deemed to be outdated. Learning data is assumed to be incorporated into StudyTrack prior to Enrollment in a Degree, and incorporation may be rejected for those who are already enrolled.

2.2.5.4. Woolf Labs may, from time to time, advise Sponsor on the basis of the data how much credit issuance or exemption or progress in a Course or Degree is likely to result from the record of a learner’s prior learning activity when they become a Student.

2.2.6. StudyTrack Fees. The Parties agree to the StudyTrack Fee outlined in the Order.

2.2.6.1. StudyTrack Conversion Fee. Sponsor will pay the Fee if a Student earns credit, credit exemption, study-hours, or other progress towards a Course or Degree on the basis of the StudyTrack record (“StudyTrack Conversion Fee” and each transaction a “Conversion Event”).

2.2.6.2. If the Sponsor, or a Student, seeks to incorporate learning data into StudyTrack after the student enrolls in a Degree, then StudyTrack Conversion Fee shall be payable by the Sponsor or Student, even if there has been a prior Conversion Event and a StudyTrack Conversion Fee.

2.2.6.3. For each addition of data to the student record Woolf Labs may recognize an independent Conversion Event with an independent Conversion Fee. If more than one source or type of learning data is included in the StudyTrack record as part of a Conversion Event, each source or type of learning data shall constitute a separate Conversion Event and shall independently trigger a separate StudyTrack Conversion Fee. PBA and RPL will always be separate, additional Conversion Events when applicable.

2.2.6.4. For the sake of clarity, and without limitation to the foregoing, the StudyTrack Conversion Fee does not replace or reduce the Sponsor’s obligation to pay other applicable fees, including the Seats Fee.

2.3. Additional Services. Subject to the terms and conditions of this MSA and the applicable SOW, Woolf Labs will use commercially reasonable efforts to provide any further services specified in the applicable SOW (“Additional Services”). The services may include regulatory research, additional StudyTrack services, regulatory filing, graduation support services, academic board services, instructional design, or evaluation of approved learning data for the recognition of prior learning for Students on the Platform.

3. Platform

3.1. Hosting on the Platform. Subject to the terms and conditions of this MSA, Woolf Labs will use commercially reasonable efforts to host Courses on the Platform, and make the information about the Courses available to Students on the Platform.

3.2. Use of the Platform. Woolf Labs authorizes Sponsor to use the technology Platform solely in connection with the support of the delivery of the Degrees. Sponsor acknowledges that the use of the Platform will, at all times, be subject to the Platform Terms. Sponsor will ensure that the Platform is used in accordance with the Platform Terms and will remain responsible for use of the Platform by staff of any college they sponsor. Sponsor hereby acknowledges that a learner shall not be considered to be enrolled for a Degree and shall not be qualified as a Student until such learner completes enrollment with the applicable HEI. The Sponsor agrees not to recruit students on behalf of the HEI or collect funds from learners in relation to this MSA without following the HEI protocols for enrolling the students on the Platform in a timely manner and tracking payments appropriately. The Sponsor acknowledges that no student is enrolled in a Degree until that student has signed their enrollment agreement and been accepted by the HEI.

4. Support and Service Levels

4.1. Support. Subject to the terms and conditions of this MSA, Woolf Labs will provide Sponsor with technical support services in accordance with Woolf Labs’ standard practices (“Support Services”). Support Services are available through the Platform, via chat, support wiki or email at support@woolf.education.

4.2. Service Levels. Woolf Labs will use commercially reasonable efforts to make the Platform generally available 24 hours a day, 7 days a week except for: (a) scheduled maintenance or planned downtime, or (b) downtime caused by circumstances beyond Woolf Labs’ reasonable control, including an internet, electricity or other outages, computer or telecommunications failures or delays, or other Force Majeure Delay. Platform uptime statistics are available upon request.

5. Fees; Payment; Taxes

5.1. Recurring Fees. Sponsor agrees to pay the Annual Fees according to the Additional Terms (the “Recurring Fees”) as indicated on the Order. Woolf Labs will invoice for the Recurring Fees quarterly in advance unless otherwise agreed by the Parties. Woolf Labs may update the Recurring Fees by providing at least 90 days’ prior notice to Sponsor, provided that any such update will not take effect until the beginning of the next Renewal Term.

5.2. Overage Fees and Additional Service Fees. In the event that the total number of Students across all of Sponsor’s Courses and Degrees exceeds the Service Capacity indicated on the Order, Woolf Labs may charge Sponsor additional fees at Woolf Labs’ rates stated in the Order (“Overage Fees”). In the event the Parties enter into an SOW for Additional Services, Sponsor agrees to pay the fees indicated on the SOW (“Additional Service Fees”). Overage Fees will be invoiced in arrears and unless otherwise specified in the applicable SOW, Additional Service Fees will be invoiced prior to performing the Additional Services.

5.3. Seats Fee. Sponsor agrees to pay for Seats at the applicable rate of the Seats Fee and Overage Seats Fee for each Seat.

5.3.1. Sponsor agrees to pay the Seats Fee in advance to Woolf Labs for each Seat, with a minimum commitment of one (1) full Active Month. Partial months will not be prorated. Any participation in a calendar month shall be deemed to constitute a full Active Month.

5.3.2. The Seats Fee for each Seat shall be due and payable prior to initiating Student enrollment. No Seats will be activated or accessible until the corresponding Seat Fees have been received in full by Woolf Labs. Failure to make timely advance payments of Seat Fee may result in suspension or termination of access to the Services.

5.3.3. Woolf Labs reserves the right to revise the Seats Fees for any Renewal Term upon prior written notice to Sponsor.

5.4. Sponsor will use the Platform as an accurate method for proposing candidates for Student enrollment and tracking Active Months for each Seat. In no case shall Sponsor delay the enrollment of Students with the effect of reducing Active months, such as selling Degrees without initiating onboarding with Woolf Labs. Upon Woolf Labs’ request, Sponsor will provide a written certification from an officer confirming compliance with this process. Sale

5.5. Payment Terms. Sponsor will pay by credit card, wire transfer, or ACH, or by another method agreed in writing, and in each case Sponsor will be responsible for international wire fees, currency exchange fees, or credit card fees as may be applicable to the agreed payment method.

5.5.1. Payment is due immediately on the Effective Date or upon receipt, whichever is sooner. Invoices are due “net thirty days,” meaning that financing charges will be assessed on the 31 st day, and additional finance fees will also be assessed every 30 days thereafter. Any undisputed amounts due but not timely paid will incur a finance charge at a rate equal to the lesser of 5% per month and the greatest rate permitted by applicable law, and will be reimbursed to Woolf Labs for any expenses it incurs in connection with the collection of such overdue amounts. Woolf Labs may offset any amounts owed by Sponsor to Woolf Labs against any amounts owed or to be remitted by Woolf Labs to Sponsor, or any amount available in a prepaid balance provided by Sponsor for any purpose.

5.5.2. Sponsor may reasonably and in good faith, dispute any invoiced amounts it believes to have been incorrectly invoiced by notifying Woolf Labs in writing within 15 days of receiving the applicable invoice, specifying the amounts in dispute and the reasons why Sponsor believes those amounts to have been incorrectly invoiced.

5.5.3. Refunds. Eligible Seats Fee refunds are those refunds of a single Active Month which occur within 30 days of the date on which the Student began onboarding to a Degree or applicable program, provided that the Student has not earned any credits (or provided that the Student elects in writing to forfeit those credits). Only one Active Month may be refunded for any Student. Seat refunds are independent of tuition refunds, which are subject to HEI policy.

5.6. Taxes. All amounts due hereunder are exclusive of all applicable sales, use, valued-added, or other taxes (federal, state, VAT, GST, or otherwise) (“Taxes”). Sponsor will be responsible for paying all such Taxes, except for those Taxes based on Woolf Labs’ net income. If Sponsor is required by law to withhold or deduct a portion of the amounts paid, Sponsor will notify Woolf Labs and will pay such additional amounts as necessary to ensure that the net amount received by Woolf Labs, after such deduction or withholding, equals the amount Woolf Labs would have received if there had been no such deduction or withholding.

6. Intellectual Property and Data

6.1. Reservation of Rights. Except as expressly set forth in this MSA or in an SOW, nothing in this MSA or an SOW will be deemed to be a transfer or assignment by a Party to the other of any right, title or interest in or to any intellectual property rights or rights in any data. Without limiting the generality of the foregoing, as between the Parties, Sponsor will remain the owner of the Course Content and the Sponsor Data, and Woolf Labs will remain the owner of the Platform and the Platform Data.

6.2. Data.

6.2.1. Course Content. Sponsor hereby grants Woolf Labs a worldwide, nonexclusive, fully paid up, royalty free license (i) during the Term to host, store, adapt, display, distribute, reproduce or otherwise use the Course Content as may be reasonably required for the purpose of providing the Services under this MSA; and (ii) after the Term to retain and use Course Content to maintain educational records and comply with records retention, accreditation and other regulatory or industry body requirements. Woolf Labs reserves the right to remove any Course Content from the Platform with or without prior notice to Sponsor in the event Woolf Labs reasonably believes that the Course Content violates Woolf Labs’ acceptable use policies or is otherwise objectionable.

6.2.2. Sponsor Data. Sponsor hereby grants to Woolf Labs a worldwide, nonexclusive, fully paid up, royalty free license to collect, store, transfer, and otherwise use the Sponsor Data in connection with the provision of the Services under this MSA.

6.2.3. Platform Data. Sponsor agrees that Woolf Labs may collect and analyze data and other information relating to the provision, use and performance of various aspects of the Platform and the Services and related systems and technologies (including, without limitation, information concerning Sponsor Data and data derived therefrom). For the sake of clarity, and without limitation to the foregoing, this includes data created by Woolf Labs’ proprietary software (or any learning management system hosted by Woolf Labs) to track Student learning and progression in connection to a Degree or Course. This may include but is not limited to screenshots created by Woolf Labs, student identification information, competency reports, and other forms of data used in the creation of Student records (“Platform Data”).

6.2.4. Data Security. Woolf Labs will implement and maintain a privacy and security program customary in the industry that includes appropriate administrative, technical, and physical safeguards designed to: (i) safeguard the security and integrity of the Sponsor Data; (ii) protect against anticipated threats or hazards to the security and integrity of the Sponsor Data; and (iii) protect against unauthorized access, use, disclosure, modification, or destruction of the Sponsor Data. Woolf Labs shall not be responsible for any disclosure of Sponsor Data caused by any third party (except those third parties sub-contracted by Woolf Labs to perform services related to data maintenance and back-up) except to the extent caused by Woolf Labs’ breach of this Section. In the event that Woolf Labs becomes aware of any unauthorized access to or disclosure of Sponsor Data (“Security Breach”), Woolf Labs will, to the extent permitted under applicable law: (a) promptly notify the Sponsor of the Security Breach, provided that Woolf Labs may limit the scope of or refrain from delivering such notification to the extent reasonably necessary to avoid compromising the integrity of Woolf Labs’ security or data, or any ongoing investigation; (b) use commercially reasonable efforts to investigate the cause and extent of the Security Breach; and (c) take reasonable steps designed to mitigate the effects, to minimize any damage resulting from, and prevent the reoccurrence of, the Security Breach.

6.2.5. Use of Data. The Parties agree that any data, information, or materials relating to Students shall not be used, directly or indirectly, by the Sponsor to seek or obtain accreditation, recognition, or status as an institution of higher education or a degree-granting entity from any governmental, regional, or national authority in any jurisdiction. Breach of this clause by the Sponsor shall constitute a material breach of this Agreement, and the Sponsor shall be liable for substantial damages arising from such breach.

7.              Audit. During the Term and for 2 years after, Sponsor will provide Woolf Labs (or a third party auditor selected by Woolf Labs) (“Auditor”) reasonable access to Sponsor’s premises, books records, personnel, and computer systems, subject to the Sponsor’s reasonable security and confidentiality procedures (applied in a nondiscriminatory manner), so that the Auditor may audit and confirm that Sponsor is in compliance with the terms and conditions of this MSA, including without limitation Sponsor’s obligations under Section 5.3. Woolf Labs will provide fourteen days’ advance notice, and will conduct no more than one such audit in any given calendar year, unless the results of an audit within the prior year revealed a material noncompliance or underpayment in excess of five percent (5%) of the total amounts actually due for the audited period. The audit shall be conducted as reasonably necessary to achieve its purpose and minimize disruption to Sponsor’s operations. Sponsor shall provide reasonable cooperation and assistance to the Auditor in connection with the audit. Sponsor shall be liable for promptly remedying any underpayments revealed during the audit. Woolf Labs shall bear the costs of such audits provided, however, that if any audit reveals an underpayment of more than five percent (5%) for the audited period, the Sponsor shall reimburse Woolf Labs for its costs of conducting the audit.

8. Warranties; Disclaimer

8.1. Mutual. Each Party represents and warrants to the other that it: (a) has the right to enter into this MSA, (b) is duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, (c) has the corporate and organizational power and authority to execute and deliver this MSA and to perform its obligations hereunder, and (d) has by all necessary corporate action, duly and validly authorized the execution and delivery of this MSA and the performance of its obligations hereunder.

8.2. By Woolf Labs. Woolf Labs warrants that it will perform the Services in a professional and workmanlike manner, consistent with industry norms. In the event Woolf Labs breaches the foregoing warranty, Sponsor’s sole and exclusive remedy will be for Woolf Labs to reperform the affected Services provided that Sponsor notifies Woolf Labs of its breach within 30 days of Woolf Labs having performed the affected Services.

8.3. By Sponsor. Sponsor represents and warrants that: (a) Sponsor has the rights, consents and permissions necessary to grant Woolf Labs the licenses in Section 6, and (b) the Course Content and Sponsor Data (and Woolf Labs’ authorized use of the Course Content and Sponsor Data) does not and will not (i) infringe, violate or misappropriate the rights of any third party, or (ii) cause Woolf Labs to violate any law or regulation.

8.4. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN AN ORDER OR SCHEDULE, EACH PARTY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

9. Term and Termination

9.1. Term. This MSA will begin on the Effective Date and shall continue in full force and effect for the initial term specified on the Order unless earlier terminated in accordance with Section 9.2.3 and/or Section 9.2.4 of this MSA (“Initial Term”). Upon the expiration of the Initial Term, this MSA will be automatically renew for successive periods of two (2) years on such terms which are mutually agreed by the Parties unless either Party notifies the other of its intent not to renew at least 90 days prior to expiration of the then-current term (each a “Renewal Term”) For the sake of clarity, and without limitation to the foregoing, the (“Term”) shall include both the Initial Term and Renewal Term.

9.2. Termination.

9.2.1. General. Either Party may terminate this MSA or the affected SOW upon written notice of 90 days, during the Renewal Term.

9.2.2. Renewal. Either Party may decline a renewal of this MSA or the affected SOW upon written notice of 90 days prior to the renewal date.

9.2.3. For Breach. Either Party may terminate this MSA or the affected SOW upon written notice in the event the other Party breaches the terms of the MSA or SOW and fails to cure such breach within 14 days of receiving written notice thereof.

9.2.4. For Bankruptcy. Either Party may terminate this MSA upon written notice to the other in the event the other Party makes an assignment for the benefit of creditors or the other Party becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors, if that petition or proceeding is not dismissed with prejudice within 60 days after filing.

9.3. Effect of Termination. Following the later of any termination or expiration of this Agreement (“End of Agreement”), (a) Sponsor’s right to access and use the Platform will immediately terminate, provided that Woolf Labs will make all Sponsor Data available to Sponsor for electronic retrieval through the Platform for a period of thirty (30) days following the End of Agreement. Woolf Labs may preserve Sponsor Data in archive and use such Sponsor Data, in each case for the sole purpose of enabling Woolf Labs to comply with applicable laws, including those regarding the retention of educational records. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, Sections 1, 5, 6.1, 7, 8.4, 9.3, 10, 11, 12, and 13.

9.4. Teach-Out Period. Upon termination or expiration of the MSA, Sponsor and Woolf Labs may agree in writing to extend the Agreement or any SOW to allow Woolf Labs to continue to provide only the Services necessary under the Agreement to enable Students enrolled in an active Course at the time of termination or expiration to complete or withdraw from those Courses (“Teach-Out Services”). Except as otherwise agreed by the Parties in writing, the Teach-Out Services will be provided, until each Student has completed or withdrawn from the Courses but in any event for no more than 6 months following termination or expiration of the Agreement [b], unless the HEI policy requires a greater length (“Teach-Out Period”). The provision of the Teach-Out Services will be subject to the terms and conditions of this Agreement and any applicable SOWs and Sponsor’s timely payment of all amounts, including the Seat Fee owed for the performance of the Teach-Out Services, as if the Agreement and the applicable SOWs were still in effect.

10. Confidentiality

10.1. Defined. “Confidential Information” means any information disclosed by either Party to the other Party, either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation documents, prototypes, technology and equipment) that is marked as “confidential” or “proprietary” if provided in writing, or information that would otherwise be reasonably expected to be treated in a confidential manner under the circumstances of disclosure or by the nature of the information itself. For clarity, Course Content and Sponsor Data will not be deemed Confidential Information hereunder. Notwithstanding the foregoing, the terms of this MSA are the Confidential Information of Woolf Labs. Confidential Information will not, however, include any information which (a) was publicly known and made generally available prior to the time of disclosure by the disclosing Party; (b) becomes publicly known and made generally available after disclosure by the disclosing Party to the receiving Party through no wrongful action or inaction of the receiving Party; (c) is already in the possession of the receiving Party at the time of disclosure by the disclosing Party as shown by the receiving Party’s files and records immediately prior to the time of disclosure; (d) is received by the receiving Party from a third party without an obligation of confidentiality; or (e) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information, as shown by documents and other competent evidence in the receiving Party’s possession.

10.2. Nonuse and Nondisclosure. Each Party agrees not to use any Confidential Information of the other Party for any purpose except to exercise its rights and perform its obligations under this MSA. Each Party agrees not to disclose any Confidential Information of the other Party to third parties or to such Party’s employees, except to those employees of the receiving Party with a need to know in order to perform their obligations under this MSA. Each Party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information of a similar nature (but in any event no less than reasonable care) and shall ensure that its employees, agents and contractors who have access to Confidential Information of the other Party have signed an agreement with non-use and non-disclosure restrictions at least as restrictive as the provisions hereof, prior to any disclosure of Confidential Information to such employees, agents, or contractors. Notwithstanding the foregoing, a receiving Party may disclose such Confidential Information solely to the extent it is required by law to be disclosed by the receiving Party, provided that the receiving Party gives the disclosing Party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.

10.3. Equitable Relief. Each Party agrees that any violation or threatened violation of this Section 10 may cause irreparable injury to the other Party, entitling the other Party to seek injunctive relief in addition to all legal remedies.

10.4. Return of Materials. Upon the End of Agreement, and subject to Section 9.3, each Party shall deliver to the other Party (or, at the other Party’s request, destroy or delete) all copies of the other Party’s Confidential Information that such Party may have in its possession or control.

10.5. Feedback. Any ideas, suggestions, guidance or other information disclosed by Sponsor related to Woolf Labs’ products, services, or prototypes (including the Services and the Platform) and any intellectual property rights relating to the foregoing shall be collectively deemed “Feedback.” The Sponsor agrees that Woolf Labs may use and exploit such Feedback without restriction.

10.6. Marketing Disclosures. During the Term, each Party grants a revocable, non-exclusive license to the other Party and its affiliates to use the granting Party’s name and logo in their marketing and advertising material, as well as to disclose non-confidential details relating to their business relationship, including the Platform and usage thereof. Upon the granting Party’s request, the other Party will modify or cease usage of the granting Party’s name and logo.

11. Indemnification

11.1. By Woolf Labs. Woolf Labs will, at its expense, defend, or at its option settle any third-party claim or action brought against Sponsor arising out of Woolf Labs’ gross negligence or willful misconduct, and agrees to pay any costs, damages and fees (including reasonable attorneys’ fees) finally awarded against Sponsor in, or agreed in settlement by Woolf Labs of, any such claim or action.

11.2. By Sponsor. Sponsor will, at its expense, defend, or at its option settle any third party claim or action brought against Woolf Labs: (i) arising out of Sponsor’s gross negligence or willful misconduct, (ii) arising out of Sponsor’s failure to comply with applicable law (including, for the avoidance of doubt, compliance with state or national laws or regulations pertaining to the marketing of educational programs), (iii) alleging that the Sponsor Data or Course Content misappropriates or infringes upon the rights of any third party, or (iv) by a Student in connection with the Courses or Degrees, and agrees to pay any costs, damages and fees (including reasonable attorneys’ fees) finally awarded against Woolf Labs in, or agreed in settlement by Sponsor of, any such claims or actions.

11.3. Procedure. The indemnification obligations in Sections 11.1 and 11.2 are contingent upon: (i) the indemnified Party promptly notifying the indemnifying Party in writing of the occurrence of the claim or action subject to indemnification (“Claim”), (ii) the indemnifying Party being given control over the defense of such Claim; and (iii) the indemnified Party cooperating in the defense of such Claim at the indemnifying Party’s expense. The indemnifying Party will not consent to entry of any judgement or agree to the settlement of any such Claim which does not contain a full release of the indemnified Party or imposes any obligations on the indemnified Party other than the payment of monies fully indemnifiable by the indemnifying Party under this MSA, without the prior written consent of the indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. The indemnified Party shall have the right to participate in the defense of such claim with counsel of its own choosing and at its own expense.

12.            Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW AND EXCEPT FOR A PARTY’S BREACH OF SECTION 10, OR A PARTY’S INDEMNIFICATION OBLIGATIONS, (A) NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL OR ANY OTHER INTANGIBLE LOSS) ARISING UNDER THIS AGREEMENT, THE ORDER OR ANY SOW, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) STATUTE OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT A PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE, AND (B) IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING UNDER THIS AGREEMENT, THE ORDER OR ANY SOW EXCEED THE AMOUNTS PAID OR PAYABLE UNDER THE AFFECTED ORDER OR SOW BY CUSTOMER TO WOOLF DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.

13. Miscellaneous

13.1. Independent Contractor. Nothing herein will create any partnership, joint venture, or similar relationship between the Parties.

13.2. Force Majeure. Neither Party shall be liable for any delays or failure in the performance of its obligations hereunder to the extent caused by factors beyond that Party’s reasonable control and occurring without its fault or negligence, including without limitation delays caused by a Party’s third-party service providers, strikes, acts of God, natural disasters, epidemic, pandemic or other public health crisis, or acts of war or terrorism (each a “Force Majeure Delay”), provided that that Party agrees to use reasonable efforts to minimize the effects of any Force Majeure Delay. The dates by which performance obligations are scheduled to be met will be extended reasonably to provide for time lost due to the Force Majeure Delay.

13.3. Complete Agreement. Except as otherwise agreed by the Parties in writing, this Agreement, the Order, and the SOWs constitute the final and complete expression of all agreements between the Parties and supersede any previous or contemporaneous negotiations, orders, communications or agreements with respect to the subject matter hereof. Any exhibits or attachments hereto are specifically made a part of this Agreement and incorporated herein by reference.

13.4. Counterpart. This MSA may be executed in any number of counterparts, each of which counterparts, when executed or delivered, will be deemed to be an original, and all of which taken together will constitute one and the same instrument.

13.5. Waiver; Amendment; Modification. No term or provision hereof will be considered waived by a Party, and no breach excused by a Party, unless such waiver or consent is in writing and signed by an authorized representative of such Party. The waiver by a Party of, or consent by a Party to, a breach of any provision of this Agreement by the other Party, will not constitute, operate or be construed as a waiver of, consent to, or excuse of any other or subsequent breach by a Party. This MSA may be amended or modified only by an agreement in writing signed by an authorized representative of each Party.

13.6. Assignment; Subcontractors. Neither Party may assign or transfer this MSA without the other Party’s prior written consent; provided however, that Woolf Labs may assign this MSA to its successor effective upon notice, in the event of a change of control, merger, reorganization or sale of all or substantially all of the assets of Woolf Labs.

13.7. Disputes. Any dispute or claim arising out of or in connection with this Agreement or breach thereof, shall be finally settled by binding arbitration in the City and County of San Francisco, California under the Rules of Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with said rules. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either Party may apply to any court of competent jurisdiction for injunctive relief without breach of this Section.

13.8. Governing Law. This Agreement will be governed by the laws of the State of California without regard to its choice of laws or conflict of laws rules. Subject to Section 13.7, venue and jurisdiction of any dispute involving this Agreement will exist exclusively in the state and federal courts located in the City and County of San Francisco, California. Sponsor and Woolf Labs each hereby irrevocably waive any objection to such venue and jurisdiction.

13.9. Breach of Platform Terms. If the Sponsor is found to be in breach of any of the terms and conditions outlined in Platform Terms, Woolf Labs shall have the right to diminish the Services provided to the Sponsor. Upon identifying a breach, Woolf Labs may, at its sole discretion, diminish the Services provided to the Sponsor, subject to the academic policies of the certifying higher education institution, and notify the Sponsor in writing, specifying the nature of the breach and providing 30 days’ time period for the Sponsor to rectify the breach. Services will continue to be diminished until the Sponsor rectifies the breaches notified by Woolf Labs.

13.10. Material Adverse Effect. In the event Sponsor becomes aware of any occurrence, event, or condition that constitutes or would reasonably be expected to result in a Material Adverse Effect, Sponsor shall promptly notify Woolf Labs in writing, but no later than 60 days from the date of such event providing a detailed description of the nature and extent of the Material Adverse Effect. “Material Adverse Effect” shall mean any change, event, or effect that is materially adverse to the business, financial condition, or operations of the Sponsor.

13.11. Enforceability. If any term or other provision of this MSA is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by rule of law or public policy, such term or provision will be modified by such court to the minimum extent necessary to make it valid and enforceable. If such modification is not possible, the relevant term or provision will be severed, and the remaining terms of this Agreement will continue to be valid and enforceable to the fullest extent permitted by law.

13.12. Notices. All notices required under this MSA will be provided in writing and will be considered received if delivered or sent by personal delivery, reputable courier, facsimile, e-mail, or both certified and regular mail, if to Sponsor to the address indicated on the Order, and if to Woolf Labs, to 548 Market St, PMB 78990, San Francisco, California 94104-5401. Either Party may change its address for notices by providing the other Party written notice of the same in accordance with this Section.

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