Thank you for selecting the services offered by Sid3car Co., an Indiana corporation (d/b/a Student First Technologies), and its subsidiaries and affiliates (collectively, “Student First,” “we,” “our,” or “us”).  Please review these Terms of Service (this “Agreement”) carefully.  This Agreement is a legal agreement between you and Student First.  Student First is willing to grant access to Student First’s websites, platform portals, applications, offerings, and other services (collectively, the “Student First Platform”) to you as the U.S. state agency, nonprofit, educational institution, company, or other entity or individual who will be using the Student First platform (the “Customer,” “you,” or “your”) and your Authorized Users (as defined herein) on the condition that you accept all of the terms of this Agreement (as defined below).  By entering into this Agreement by accepting electronically (for example, by clicking “I Agree”),  installing, accessing, or using the Student First Platform, you are agreeing to these terms and representing that you have the legal authority to bind the Customer to this Agreement.  In the event that you do not agree to this Agreement, you may not use the Student First Platform.

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          1. Access to the Student First Platform.

                   (a) Access.  Subject to the terms and conditions in this Agreement, Student First hereby grants to the Customer, in your capacity as a State Agency, Nonprofit, School, Marketplace Vendor, Marketplace Service Provider, Parent or Guardian, or Authorized User of any of the foregoing, during the Subscription Term, a non-exclusive, non-transferable right to access and use (and permit the Customer’s Authorized Users, if any, to access and use) the Student First Platform [and applicable Documentation] solely within the designated geographic area [and for the Business Purpose] [and in the quantity and for the duration specified in the applicable Order].   Student First may update the Student First Platform from time to time in its sole discretion.  The Customer shall be responsible for the acts and omissions of its Authorized Users.  Unless expressly authorized and agreed to in writing by Student First, the Customer shall not permit any third party to access the Student First Platform or the services provided by Student First therein.

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                   (b) Use Restrictions.  The Customer shall use the Student First Platform only as intended and as provided for by this Agreement and any applicable Order.  The Customer shall not, directly or indirectly:  (i) reproduce or copy the Student First Platform or the Documentation except as permitted under this Agreement; (ii) exceed the subscribed quantities, users, or other entitlement measures of the Student First Platform as set forth in the applicable Order; (iii) remove or destroy any copyright, trademark, or other proprietary marking or legends placed upon or contained in the Student First Platform, Documentation, or Student First Intellectual Property; (iv) assign, sell, resell, sublicense, rent, lease, time-share, distribute, or otherwise transfer the rights granted to the Customer under this Agreement to any third party, except as expressly permitted by this Agreement; (v) modify, reverse-engineer, or disassemble the Student First Platform; (vi) except to the limited extent applicable laws specifically prohibit such restrictions, decompile, attempt to derive the source code or underlying ideas or algorithms of any part of the Student First Platform, attempt to recreate the Student First Platform, or use the Student First Platform for any competitive or benchmarking purposes; (vii) create, translate, or otherwise prepare derivative works based upon the Student First Platform, Documentation, or Student First Intellectual Property; (viii) interfere with or disrupt the integrity or performance of the Student First Platform; (ix) attempt to gain unauthorized access to the Student First Platform or its related systems or networks or perform unauthorized penetration testing on the Student First Platform; (x) use or permit the use of the Student First Platform in a manner that infringes on the Intellectual Property rights, publicity rights, or privacy rights of any third party or applicable law; (xi) store or transfer defamatory, trade libelous, or otherwise unlawful data; or (xii) except as otherwise agreed by the parties, store in or process any personal health information or data, credit card data, personal financial data, or other such sensitive regulated data not required by the Documentation.

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                   (c) Login Access to the Student First Platform.  The Customer is solely responsible for ensuring:  (i) that only the Customer and the Customer’s appropriate Authorized Users have access to the Student First Platform through the Customer’s account; (ii) that such Authorized Users have been trained in proper use of the Student First Platform[, including the terms of this Agreement and Student First’s Acceptable Use Policy located at [web address]];  and (iii) that the Customer and any of the Customer’s Authorized Users properly use and maintain the security of passwords, tokens, and access procedures when logging into the Student First Platform.

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                   (d) Administrators.  The Customer shall designate an Authorized User as an administrator with control over the Customer’s account and purchase authorizations, including management of Authorized Users and the Customer Data, as described in the Documentation (each an “Administrator”).  The Customer acknowledges and agrees that (i) the Customer shall be fully responsible for its choice of Administrators and any actions taken by any Administrator with respect to the Student First Platform or authorizations of funding disbursement; (ii) Student First shall be entitled to rely and act upon the instructions of any Administrator in all respects; (iii) that Administrator may bind the Customer in all respects, subject to the terms and conditions of the Documentation; and (iv) Student First’s responsibilities do not extend to internal management or administration of the Student First Platform for the Customer.

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                    (e) Refusal of Registration.  Student First reserves the right to refuse registration of, or to cancel, login IDs that it reasonably believes violate the terms and conditions set forth in this Agreement, in which case Student First will promptly inform the Customer in writing of such refusal or cancellation.  In addition, without limiting the generality of the foregoing, if you are a Marketplace Vendor, Marketplace Service Provider, or Parent or Guardian, then you hereby acknowledge and agree that (i) your ability to create an account on the Student First Platform is dependent on the approval of a State Agency or Nonprofit; and (ii) Student First will not approve account access for any Marketplace Vendor, Marketplace Service Provider, or Parent or Guardian who has not received the approval of the applicable State Agency or Nonprofit.

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                    (f) Suspension of Access.  In its sole discretion, Student First may suspend or discontinue its obligations to provide the Student First Platform or make the Student First Platform unavailable under this Agreement if Licensing Fees or Implementation Fees owed by the Customer are more than thirty (30) days past due.  Student First will provide prior notice to such suspension if permitted by applicable law or unless Student First reasonably believes that providing such notice poses a risk to the security of the Student First Platform.  Student First reserves the right to suspend the Customer’s access to the Student First Platform upon 30 days’ written notice to the Customer if there is an uncured material breach of this Agreement.  In addition to the rights set forth in this Agreement, Student First may suspend the Customer’s access to and use of the Student First Platform if there is an unusual and material spike or increase in the Customer’s use of the Student First Platform and Student First reasonably suspects or knows that such traffic or use is fraudulent or is materially and negatively impacting the operating capability of the Student First Platform.  Student First will promptly reinstate the Customer’s access and use of the Student First Platform once the issue has been resolved.

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                   (g) Third-Party Materials.  The Customer hereby acknowledges and agrees that (i) the Student First Platform includes Third-Party Materials, the use of which is subject to their respective Third-Party Licenses as further described in the Documentation; (ii) the provision of the Student First Platform by Student First to the Customer is subject to any obligations imposed on Student First by virtue of such Third-Party Licenses; and (iii) Student First is under no obligation as a result of this Agreement to provide any portion of the Student First Platform in a manner that would violate such Third-Party Licenses.

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                   (h) Marketplace Vendors and Service Providers.  A State Agency or Nonprofit may choose to enable any Student or Parent or Guardian to purchase from Marketplace Vendors or Marketplace Service Providers within the Student First Marketplace as part of its subscription to the Student First Platform, as set forth in an applicable Order.  Student First does not control, and has no liability to any Customer with respect to, Marketplace Vendors or Marketplace Service Providers or their respective actions or omissions, including their security, functionality, operation, or availability.  In the event that any State Agency or Nonprofit enables any Parent or Guardian to purchase from a Marketplace Vendor or Marketplace Service Provider via the Student First Marketplace, Student First may access and exchange the Customer Data with the Marketplace Vendor or Marketplace Service Provider on such Parent or Guardian’s behalf solely for the purpose of providing the Student First Platform.  Student First does not have control over how the Marketplace Vendors or Marketplace Service Providers use the Customer Data.  Student First has no liability for any data or information that any Customer provides directly to any Marketplace Vendor or Marketplace Service Provider.

                     (i) Support.  [If set forth in the applicable Order, Student First shall make available to the Customer technical support in accordance with the Support Services terms applicable to the Student First Platform.]

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          2. Payment Terms.

                   (a) Licensing and Implementation Fees.   If the Customer is a State Agency or Nonprofit, then, unless otherwise set forth in an applicable Order, the Customer (i) shall pay all invoices for Licensing Fees or Implementation Fees within thirty (30) days of the date of invoice, without any deduction or set-off (except for any amount disputed by the Customer promptly, in writing, and in good faith), and payment will be sent to the address specified by Student First; and (ii) pay all invoices for Funds to be placed into the Student First Segregated Account immediately, without any deduction or set-off (except for any amount disputed by the Customer promptly, in writing, and in good faith), and payment will be sent to the address specified by Student First.  Any amounts arising in relation to this Agreement that are not paid when due may be subject to a late charge of one and one-half percent (1.5%) per month on the unpaid balance or the maximum permitted by the applicable law, whichever is less.  The Customer agrees to pay, to the extent permitted by law, the expenses of enforcement and collection of any amounts overdue including, without limitation, administrative costs, attorneys’ fees and costs, and collection company fees.  Student First may assess late fees to any delinquent billing account after the grace period has ended.  In the event of a returned payment on a billing account or financial aid application, Student First may assess a returned payment fee payable by the Customer or its Authorized User, as applicable.

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                   (b) Transaction Fees.  The Customer hereby acknowledges and agrees that that Student First will deduct a [2%]  transaction fee from any amounts paid to a School, Marketplace Vendor, or Marketplace Service Provider through the Student First Platform, and such School, Marketplace Vendor, or Marketplace Service Provider will receive an amount net of such deduction.

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                   (c) Taxes.   All amounts due under this Agreement are exclusive of any applicable taxes levied (currently or in the future) on the Student First Platform, including without limitation, sales, use, value-added, and withholding taxes[, and the Customer shall pay or withhold all such taxes as required by law].  Unless otherwise agreed between the Parties, the Customer will be liable for compliance with reporting and payment of such taxes in its tax jurisdiction.  [Student First shall include the taxes on its invoice to the Customer and remit such taxes collected to the relevant taxing authority if required by applicable law.]  Student First will be responsible for direct taxes imposed on Student First’s net income or gross receipts in its tax jurisdiction.  Notwithstanding the foregoing, all payments made under this Agreement shall be in cleared Funds, without any deduction or set-off, and free and clear of and without deduction from any taxes or other withholdings of any nature.

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          3. Fund Collection and Remittance.

                   (a) Agency Authorization.  If the Customer is a State Agency or Nonprofit, then the Customer authorizes Student First to act as an agent for the Customer to collect and distribute Funds at the direction of any of the Customer’s Authorized Users.  Without limiting the generality of the foregoing, Student First shall hold any Funds that Student First collects from the Customer in a segregated account (the “Student First Segregated Account”) with Student First’s authorized banking partner solely for the purpose of collecting Funds from the Customer and remitting such Funds to the applicable Schools, Marketplace Vendors, Marketplace Service Providers, and/or Parents or Guardians.

                   (b) Financial Responsibility.  In acting as a conduit between the Customer and any School, Marketplace Vendor, Marketplace Service Provider, and/or Parent or Guardian, Student First will not (i) exercise any control over the Funds other than as contemplated herein.  (ii) commingle any of Student First’s own Funds in the Student First Segregated Account; or (iii) use the Funds for Student First’s own benefit except to the extent permitted by this Agreement and any Order by the Customer.  Notwithstanding anything to the contrary in the immediately preceding sentence, to the maximum extent not inconsistent with the terms of the applicable Order and not prohibited by applicable law, Student First reserves the right to deduct any late fees, processing fees, and other fees from the Funds in the Student First Segregated Account.

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                    (c) Ownership of Funds.  Except as set forth above, all Funds in the Student First Segregated Account shall be the property of the Customer until such time as Student First makes a payment or reimbursement to any School, Marketplace Vendor, Marketplace Service Provider, and/or Parent or Guardian, as the case may be, and deducts any transaction fees owed to Student First in connection therewith.

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                   (d) Responsibility for Funds.  The Customer acknowledges and agrees that (i) Student First is entitled to rely entirely on the instructions of the Customer or any of the Customer’s Authorized Users with respect to instructions regarding transactions and the disbursement of funds; (ii) the Customer is ultimately responsible for any approval of transactions and disbursement of Funds by or at the direction of any of the Customer’s Authorized Users; and (iii) Student First’s only obligation with respect to the disbursement of Funds is to follow the direction of the Customer or the Customer’s Authorized Users, as the case may be.

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                    (e) Chartered Banking Entity.  The Customer acknowledges and agrees that Student First is not a chartered banking entity.

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          4. Rights in Intellectual Property.

                   (a) Intellectual Property.  Subject to any express grant of a right in this Agreement, (i) Student First hereby reserves to itself and Student First’s licensors any and all rights, title, and interest in and to the Student First Platform, the Documentation, and the Student First Intellectual Property; and (ii) the Customer hereby reserves to itself and the Customer’s licensors any and all rights, title, interest in and to the Customer Intellectual Property.  Without limiting the generality of the foregoing, nothing in this Agreement shall transfer ownership of any Intellectual Property from one Party to another.

                   (b) Work Product.  Each of the Customer and Student First hereby agrees that (i) any Work Product created by Student First pursuant to or in connection with this Agreement, including any derivative work or compilation, regardless of whether or not such Work Product is referred to as a “work for hire,” “work made for hire,” or other similar concept, is not a “work made for hire” of which the Customer is the author within the meaning of the U.S. Copyright Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “Copyright Act”); and (ii) any such Work Product or other original works of authorship shall be the exclusive property of Student First.  In addition, to the extent that Student First is not the owner of any intellectual property rights in such Work Product, the Customer (x) hereby irrevocably assigns to Student First any and all of its rights, title, and interest in all original Work Product created pursuant to this Agreement or the provision of the Student First Platform, whether arising from copyright, patent, trademark, trade secret, or any other U.S. federal or state intellectual property law or doctrine; and (ii) hereby forever waives any and all rights, title, and interest in and to any original Work Product created pursuant to this Agreement, including, without limitation, any and all rights, title, and interest arising under the Copyright Act, 17 U.S.C. § 106A, or any other rights of identification of authorship or rights of approval, restriction, or limitation on use or subsequent modifications; and (iii) shall, upon Student First’s reasonable request, execute such further documents and instruments necessary to fully vest such rights in Student First.

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                    (c) Customer Marks and the Customer Data.  Each of the Customer and Student First hereby acknowledges and agrees that (i) the Customer owns all rights, title, and interest in the Customer Data; and (ii) nothing in this Agreement shall be construed to grant Student First any rights in the Customer Data beyond those expressly provided herein, or as otherwise mutually agreed by the Parties.  Notwithstanding anything to the contrary in the immediately preceding sentence, the Customer hereby grants to Student First (x) the limited, non-exclusive, worldwide license to use and view the Customer Data solely for providing the Student First Platform; and (y) the right to make de minimis changes (including manipulations, modifications, and edits) to the Customer Data (including that of any of the Customer’s Administrators and Authorized Users) provided by Student First in order to provide the Student First Platform and Services provided hereunder.

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                   (d) Usage Data and Suggestions.  Each of the Customer and Student First hereby acknowledges and agrees that (i) Student First shall be permitted to collect and use the Usage Data for its reasonable business purposes and for the Customer’s benefit; and (ii) in the event that Student First wishes to disclose the Usage Data or any part thereof to any unaffiliated third party (either during the Subscription Term or thereafter), such data shall be deidentified and/or presented in the aggregate so that such data will not identify the Customer or any of its Authorized Users.  Nothing in the immediately preceding sentence shall in any way limit Student First’s confidentiality obligations pursuant to Section 5 below. Notwithstanding anything to the contrary in the immediately preceding sentence, to the extent that the Customer or any of its Authorized Users provides Student First with Feedback, such Feedback:  (x) shall be free from any confidentiality restrictions or obligations that may otherwise be imposed upon Student First pursuant to this Agreement; and (y) may be implemented or utilized by Student First in its sole discretion.  In addition, the Customer acknowledges and agrees that any Student First products or materials incorporating any such Feedback are the sole and exclusive property of Student First in accordance with Section 4(b).

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                    (e) Advertising and Publicity.  During the Term of the Agreement, the Customer grants Student First the right to use the Customer Marks in its public promotional materials and communications, including promotion on Student First’s website, for the sole purpose of identifying the Customer as a Student First customer.  Student First shall not modify the Customer Marks or display the Customer Marks in a larger or more prominent manner in Student First’s promotional materials than the names, logos, or symbols of other Student First customers.  The foregoing promotional materials and communications may be created, displayed, and reproduced without the Customer’s review, provided that they are in compliance with this section and any the Customer Marks usage guidelines provided by the Customer to Student First in writing.

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          5. Confidentiality.

                   (a) Confidential Information.  Each of the Parties hereby acknowledges and agrees that each of the Parties (the “Disclosing Party”) may disclose certain valuable Confidential Information to the other Party (the “Recipient”).  The Recipient may only use the Disclosing Party’s Confidential Information to fulfill the purpose of this Agreement and in accordance with the terms of this Agreement.  The Recipient will protect the Disclosing Party’s Confidential Information by using at least the same degree of care as the Recipient uses to protect its own Confidential Information of a like nature (but no less than a reasonable degree of care) to prevent the unauthorized use, dissemination, disclosure, or publication of such Confidential Information.  Notwithstanding anything to the contrary in the immediately preceding three sentences, the Recipient may disclose Confidential Information to its employees, advisors, consultants, and agents on a need-to-know basis and provided that such party is bound by obligations of confidentiality at least as restrictive as those contained herein.  This Section 5 supersedes any and all prior or contemporaneous understandings and agreements, whether written or oral, between the Parties with respect to Confidential Information and is a complete and exclusive statement thereof.  Additionally, the obligations set forth in Section 6 and not this Section 5 herein apply to the Customer Data.

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                   (b) Exceptions.  Notwithstanding anything to the contrary in Section 5(a), information will not be deemed Confidential Information if such information:  (i) is known to the Recipient, directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party, prior to the receipt of such information from the Disclosing Party; (ii) becomes known (independently of disclosure by the Disclosing Party) to the Recipient directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Recipient; or (iv) is independently developed by the Recipient without use of or reliance upon the Disclosing Party’s Confidential Information.  In addition, the Recipient may disclose Confidential Information pursuant to the requirements of a court, governmental agency, or other legal or judicial process but shall, to the extent reasonably practical and not prohibited by applicable law, limit such disclosure to only the information requested and give the Disclosing Party prior written notice sufficient to permit the Disclosing Party to contest such disclosure or seek, at Disclosing Party’s expense, a protective order or other appropriate remedy, and the Recipient shall use commercially reasonable efforts to assist Disclosing Party therewith.  In the event that the Recipient remains legally compelled to make such disclosure, the Recipient shall: (x) disclose onl that portion of the Confidential Information that the Recipient is required to disclose consistent with the advice of its counsel; and (y) use reasonable efforts to ensure that such Confidential Information is afforded confidential treatment.

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          6. Customer Data.  As between the Customer and Student First, the Customer is solely responsible for:  (i) the content, quality, and accuracy of the Customer Data as made available by or on behalf of the Customer and any of the Customer’s Authorized Users; (ii) providing notice to any of the Customer’s Authorized Users with regards to how the Customer Data will be collected and used for the purpose of the Student First Platform; (iii) ensuring the Customer (and to the extent included as an aspect of the Student First Platform, Student First) has a valid legal basis for receiving, storing, and processing the Customer Data and for sharing the Customer Data with Student First (to the extent applicable); and (iv) ensuring that any Customer Data made available by the Customer complies with applicable laws and regulations including Applicable Data Protection Laws.

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          7. Representations, Warranties, and Covenants.

                   (a) Customer Efforts.  If the Customer is a State Agency or Nonprofit, then the Customer hereby acknowledges and agrees that the Customer shall take and maintain appropriate steps within the Customer’s control to protect the confidentiality, integrity, and security of the Customer’s Confidential Information and any Customer Data, including:  (i) operating the Student First Platform in accordance with its obligations under this Agreement, the Documentation, and applicable law; and (ii) dedicating reasonably adequate personnel and resources to implement and maintain the security controls set forth in the Documentation.

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                   (b) Export Control.  The Customer shall not export, re-export, access, or grant access to the Student First Platform or any related technology, information, materials, or any upgrades thereto to:  (i) any Prohibited Persons; (ii) any country to which such export, re-export, or access from is restricted or prohibited pursuant to applicable law; or (iii) or any other country or person otherwise in violation of any applicable export or import restrictions, laws, or regulations.  The Customer also hereby certifies to Student First that the Customer is not a Prohibited Person and is not owned, controlled by, or acting on behalf of a Prohibited Person.

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                   (c) Commercial Computer Software.  If the Customer is an agency or contractor of the U.S. Government, then the Customer hereby acknowledges and agrees that:  (i) the Student First Platform (including any software forming a part thereof) was developed entirely at private expense; (ii) the Student First Platform (including any software forming a part thereof) in all respects constitute proprietary data belonging solely to Student First; (iii) the Student First Platform (including any software forming a part thereof) is not in the public domain; and (iv) the software forming a part of the Student First Platform is “Commercial Computer Software” as defined in sub-paragraph (a)(1) of DFARS Section 252.227–7014 or FAR Part 12.212.  The Customer shall provide no rights in the Student First Platform (including any software forming a part thereof) to any U.S. Government agency or any other party except as expressly provided in this Agreement.

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          8. Limitation of Liability.

                   (a) Disclaimer of Warranties.  Any and all warranties in this Agreement, whether express or implied or otherwise incorporated, are limited to the extent and period described in this Agreement.  To the maximum extent not prohibited by applicable law, Student First disclaims (and disclaims on behalf of its licensors and/or contributors to any Third-Party Materials) any and all other warranties, conditions, and other terms, whether express or implied or otherwise incorporated into this Agreement by statute, common law, or otherwise, including, without limitation, the implied conditions and warranties of merchantability and fitness for a particular purpose.

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                   (b) Disclaimer of Specific Warranties.  Student First does not represent, warrant, or agree that (i) the Customer’s access to the Student First Platform will be uninterrupted or error-free; or (ii) the Student First Platform will operate in combination with hardware, software, or data other than those designated in the Documentation. In addition, Student First hereby further disclaims any and all liability related to the quality, performance, safety, durability, reliability, or functionality of goods or services purchased from a Marketplace Vendor or Marketplace Service Provider via the Student First Platform (each such good or service, a “Product”).  Student First shall render commercially reasonable assistance to the Customer and any of the Customer’s Authorized Users in communicating with any applicable Marketplace Vendors and/or Marketplace Service Providers in the event of any Product failure.

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                    (c) Maximum Liability.  Notwithstanding anything to the contrary in this Agreement, in no event will Student First’s maximum aggregate liability arising out of or related to this Agreement, regardless of the cause of action and whether arising in contract, tort (including negligence), warranty, indemnity, or any other legal theory, exceed the total amount paid by the Customer to Student First under this Agreement during the twelve (12) month period preceding the date of initial claim.

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                   (d) No Consequential Damages.  Student First will not have any liability to the Customer for any loss of profits or revenues, loss of goodwill, or for any indirect, special, incidental, consequential, or punitive damages arising out of, or in connection with, this Agreement, however caused, whether arising in contract, tort (including negligence), warranty, indemnity, or any other legal theory, and whether or not Student First has been advised of the possibility of such damages.

                   (e) Construction.  This Agreement is not intended to and will not be construed as excluding or limiting any liability which cannot be limited or excluded by applicable law.

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          9. Indemnification.  To the maximum extent not prohibited by applicable law, the Customer shall hold harmless, defend, and indemnify Student First and each of its Affiliates and their respective shareholders, members, partners, directors, officers, employees, agents, contractors, consultants, advisors, and other representatives against any third-party claims, suits, and proceedings (including those brought by a government entity) and any losses, liabilities, damages, fees, costs and expenses (including reasonable attorneys’ fees) resulting from:  (a) an alleged infringement or violation by the Customer Data of such third party’s patent, copyright, trademark, or trade secret; (b) Student First’s use of the Customer Data violating applicable law, provided that such use is in accordance with the terms of this Agreement; (c) a breach of this Agreement by the Customer or any of the Customer’s Administrators or Authorized Users; (d) use of the Student First Platform or Services and the Student First website by the Customer or any of the Customer’s Administrators or Authorized Users that is not in accordance with the Documentation, or (e) any action taken by the Customer or any of the Customer’s Administrators or Authorized Users regarding disbursement of the Funds.

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          10. Term and Termination.

                   (a) Term.  This Agreement will be effective upon the earlier of (i) if the Customer is a State Agency or Nonprofit, the date set forth in an Order or (ii) if the Customer is a School, Marketplace Vendor, Marketplace Service Provider, or Parent or Guardian, the Customer’s any of the Customer’s Authorized Users’ first access of the Student First Platform; and shall remain in force (x) if the Customer is a State Agency or Nonprofit, during the applicable Subscription Term of the Student First Platform set forth in the Order (including any Renewal Terms) or (ii) if the Customer is a School, Marketplace Vendor, Marketplace Service Provider, or Parent or Guardian, throughout the Customer’s continued use of the Student First Platform, as applicable.

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                   (b) Termination.

                                     (i) Termination by Either Party.  Either Party may terminate this Agreement:  (A) immediately upon written notice to the other Party if the other Party commences bankruptcy or dissolution proceedings, has a receiver appointed for a substantial part of its assets, or ceases to operate in the ordinary course of business; (B) immediately upon written notice to the other Party if required to comply with applicable law or regulation, and such termination will not constitute a breach of this Agreement by the terminating Party; or (C) immediately upon written notice to the other Party if a Party commits a material breach of this Agreement and fails to cure such a breach within thirty (30) days after receipt of written notice of breach.

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                                     (ii) Termination for Non-Payment.  [Student First may terminate this Agreement immediately upon written notice to the Customer in the event that the Customer materially breaches this Agreement, including, without limitation, by non-payment or late payment of the applicable fees.]

                    (c) Effect of Termination.

                                     (i) General Effects.  Upon termination or expiration of the Agreement or an Order, (A) any rights and obligations that, by their nature are intended to survive the termination of this Agreement, will survive (including, but not limited to, this Section 10(c) and Sections 2, 7, 8, 9, and 13); (B) any and all outstanding fees and other charges under the Agreement or Order (as applicable) will become immediately due and payable, (C) the Customer will have no further right to access or use the applicable Student First Platform or Professional Services; (D) the Parties shall return or destroy all Confidential Information of the other Party, provided that Student First may retain Confidential Information of the Customer that is related to transactions on the Student First Platform solely to be used for the purposes of database integrity, auditability, and compliance obligations.

                                     (ii) Customer Data.  Notwithstanding the foregoing, to the extent commercially reasonable, Student First shall allow the Customer to maintain access to the Customer Data for a period of two (2) calendar years from the date of termination.

                                     (iii) Funds.  Thirty (30) days after termination or expiration of this Agreement, all orders placed by any of the Customer’s Authorized Users on the Student First Platform that are still unfulfilled will be cancelled and the Funds used to purchase such orders will be refunded, provided that (A) no further orders may be placed after the date of termination and (B) any trailing orders fulfilled during that time period are subject to the terms and conditions of this Agreement.  In addition, Student First shall reconcile the outstanding purchases and returns within one hundred and eighty (180) days of termination or expiration of this Agreement (“Reconciliation”) and shall issue a refund to the Customer within thirty (30) days of Reconciliation.

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          11. Professional Services.   The Customer may purchase Professional Services from Student First in relation to the Student First Platform as may be generally available to Student First customers, pursuant to Student First’s then-applicable professional services terms.

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          12. Definitions.

                   (a) “Affiliate” means a company controlling, controlled by, or under common control with a Party, it being understood that an entity will be deemed to have control if it owns over fifty percent (50%) of the equity of another entity or has the ability to elect more than half of the directors or managers of the entity.

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                   (b) “Applicable Data Protection Laws” means any applicable privacy and data protection law, as amended, and any rules and regulations promulgated thereunder, including, without limitation:  (i) the California Consumer Privacy Act (“CCPA”); (ii) the California Privacy Rights Act (“CPRA”); and (iii) any other law that may be applicable.

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                   (c) “Authorized User” means any employee, agent, consultant, contractor, or other representative authorized by the Customer to use the Student First Platform solely for the internal use of the Customer and its Affiliates, subject to the terms and conditions of this Agreement.

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                   (d) “Confidential Information” means all non-public proprietary or confidential information that is or should reasonably be known to be confidential, including, without limitation, any trade secrets, Documentation, know-how, formulas, processes, data, communications, market research, product development, proposed products and services, business plans, technical information, software, proprietary information, customer lists, prices, terms and conditions, or information marked as “Confidential” or “Proprietary,” of the Disclosing Party (whether in oral, visual, written, electronic, or other tangible or intangible form, and whether or not marked or designated as “confidential”) and all notes, analyses, summaries, and other materials prepared by the Recipient or any of its Representatives that contain, are based on, or otherwise reflect, to any degree, any of the foregoing (“Notes”).  For the avoidance of doubt, Confidential Information also includes any terms, conditions, or arrangements discussed in connection with the Agreement.

                   (e) “Customer Data” means any data or content uploaded to the Student First Platform by the Customer or any of the Customer’s Authorized Users and any data derived therefrom.  For the avoidance of doubt, Customer Data does not include Usage Data.

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                   (f) “Customer Mark” means any trademark, service mark, trade name, logo, or trade dress that the Customer uses to identify or market the Customer’s products and services.

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                   (g) [“Documentation” means any user guides, installation documents, and other specifications for the Student First Platform that Student First may make available from time to time in electronic or tangible form, but excluding any sales or marketing materials.]

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                   (h) “Feedback” means (i) any idea or suggestion for improvements, new features, functionalities, corrections, enhancements, or changes to the Student First Platform suggested by the Customer to Student First, excluding any Customer Data and Customer Intellectual Property; and (ii) any testimonial provided by the Customer regarding the Student First Platform.

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                   (i) “Funds” means the money made available to a Student and the Student’s Parents or Guardians on the Student First Platform.

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                   (j) “Intellectual Property” means a Party’s proprietary material, technology, or processes (excluding the Student First Platform and Documentation), including services, software tools, proprietary framework and methodology, hardware designs, algorithms, objects and documentation (both printed and electronic), network designs, knowhow, trade secrets, and any related intellectual property rights throughout the world (whether owned or licensed by a third party) and any derivatives, improvements, enhancements or extensions of such Intellectual Property conceived, reduced to practice, or developed.

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                   (k) [“Implementation Fees” means any amount payable by the Customer for the initial set up of the Student First Platform as set forth in any applicable Order.]

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                   (l) [“Licensing Fees” means any amount payable by the Customer to Student First for access to the Student First Platform as set forth in an applicable Order.]

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                   (m) “Marketplace” means the online directory, catalog, or marketplace accessible via the Student First Platform that directs Students and Parents or Guardians to the virtual storefronts of Marketplace Vendors.

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                   (n) “Marketplace Vendor” means an entity or individual seller approved by a State Agency or Nonprofit to provide educational goods to Students and Parents or Guardians via the virtual storefront accessible through the Marketplace in exchange for payment or reimbursement pursuant to an educational savings account, scholarship, tax credit, or other similar education funding program.

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                   (o) “Nonprofit” means a nonprofit corporation that administers an educational savings account, scholarship, tax credit, or other similar education funding program.

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                   (p) “Notice” means any formal notice, request, or demand that a Party hereto may desire to give to another Party with respect to this Agreement.

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                   (q) [“Order” means Student First’s quote accepted by the applicable State Agency or Nonprofit via State Agency’s or Nonprofit’s purchase order or other ordering document received by Student First to order Student First’s Student First Platform, which references the Student First Platform, pricing, payment terms, quantities, expiration date and other applicable terms set forth in an applicable Student First quote or ordering document.]

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                   (r) “Parent or Guardian” means a parent or other legal guardian of a Student.

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                   (s) “Prohibited Person” means any person on the U.S. Commerce Department’s Denied Persons, Entity, or Unverified Lists or the U.S. Treasury Department’s lists of Specially Designated Nationals and Consolidated Sanctions.

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                   (t) [“Renewal Term” means successive periods of one (1) year each following the initial Subscription Term set forth in the applicable Order.]

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                   (u) “School” means a public or private educational institution, including, without limitation, a public or private school, microschool, education co-op, home school, or other similar educational institution.

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                   (v) “Service Provider” means an entity or individual approved by a State Agency or Nonprofit to provide educational services in exchange for payment or reimbursement pursuant to an educational savings account, scholarship, tax credit, or other similar education funding program.

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                   (w) “State Agency” means a U.S. state agency, department, or instrumentality that administers an educational savings account, scholarship, tax credit, or other similar education funding program.

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                    (x) “Student” means an individual of school age currently enrolled in a School.

                    (y) “Student First Platform” means, collectively, Student First’s websites, platform portals, applications, offerings, and other services, including, without limitation, Theodore and Quinn, that a State Agency or Nonprofit may use to grant and monitor monetary awards to eligible Students upon the terms and conditions herein[, as set forth specified in the Order, and as further described in the Documentation (the “Business Purpose”)], including any updates and upgrades to the Student First Platform provided by Student First in its sole discretion.

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                    (z) [“Subscription Term” means the period of time beginning on delivery of the Student First Platform for which the Customer has subscribed, and during which the Customer remains subscribed to, the Student First Platform, as specified in an Order.]

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                   (aa) [“Support Services” means the maintenance and technical support services for the Student First Platform provided by Student First to the Customer as part of an active Student First Platform subscription, in accordance with Student First’s then-current support terms.  In the event that the Customer has any technical support-related queries, the contact information for support is [e-mail address].]

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                   (bb) [“Third-Party Licenses” means the respective open-source licenses that the Third-Party Materials are subject to.

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                   (cc) “Third-Party Materials” means open-source software programs that are made available by third parties under their respective Third-Party Licenses.]

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                   (dd) “Usage Data” means any data generated in connection with the Customer’s access, use, or configuration of the Student First Platform and any data derived therefrom (e.g., data regarding types of accounts, applications, or devices utilized in interacting with the Student First Platform).

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                   (ee) “Work Product” means, without limitation, any and all information, designs, discoveries, creations, works, devices, masks, models, work in progress, service deliverables, products, special tooling, computer programs, procedures, improvements, developments, drawings, notes, documents, processes (including business processes), materials, programs, concepts, formulas, know-how and inventions, in any form whatsoever, made, conceived or developed by Student First, alone or with others that result from or relate to the business or activities of Student First, including any of the foregoing resulting from, requested by, or suggested by the Customer in connection with the Student First Platform, the Documentation, or other Student First Intellectual Property.

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          13. Miscellaneous.

                   (a) Entire Agreement.  This Agreement supersedes all prior agreements and representations between the Parties regarding the subject matter of this Agreement.  The terms and conditions contained in any purchase order issued by the Customer will be of no force or effect, even if the purchase order is accepted by Student First.

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                   (b) Amendments.   Student First may make changes to this Agreement from time to time.  Notwithstanding anything to the contrary in this Agreement, in the event that Student First makes a material change to any of the foregoing, Student First will inform the Customer (i) by posting a visible notice on the Student First Platform or (ii) if the Customer is a State Agency or Nonprofit, by e-mail to any e-mail address noted on the Order (or subsequently designated by the Customer in writing as a contact for notifications from Student First), or through a banner or other prominent notice within the Student First Platform, or through the Student First support platform.

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                    (c) Assignment.  Other than pursuant to the due designation and authorization of any the Customer’s Authorized Users, the Customer may not assign any of its rights or obligations under this Agreement without Student First’s prior written consent.

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                   (d) Subcontractors.  Student First may use affiliated or unaffiliated third-party service providers or subcontractors and permit such third-party service providers or subcontractors to exercise Student First’s rights under this Agreement or perform Student First’s obligations under this Agreement.  Notwithstanding anything to the contrary in the immediately preceding sentence, Student First will remain responsible for the acts and omissions of Student First’s third-party service providers and subcontractors under the terms of this Agreement.

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                    (e) Independent Contractors.  Other than in respect of the limited agency relative to funds set forth in Section 3 of this Agreement, nothing in this Agreement will be construed to imply a joint venture, partnership, or principal-agent relationship between Student First and the Customer, and neither Party will have the right, power, or authority to obligate or bind the other Party in any manner whatsoever.

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                   (f) Governing Law and Venue.  Each Party agrees to the governing law of the State of Indiana without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of Marion County, State of Indiana, with respect to any dispute, claim, action, suit, or proceeding (including non-contractual disputes or claims) arising out of or in connection with this Agreement, or its subject matter or formation.  To the extent not prohibited by applicable law, each of the Parties hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement.

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                   (g) Arbitration.   Upon the demand of the Customer or Student First, any dispute concerning the parties’ duties or liabilities shall be resolved by binding arbitration in accordance with the terms of this Agreement.  Arbitration proceedings shall be administered by the American Arbitration Association (“AAA”) or such other administrator as the Parties may mutually agree upon in accordance with the AAA Commercial Arbitration Rules.  All disputes submitted to arbitration shall be resolved in accordance with the Federal Arbitration Act (Title 9 of the U.S. Code), notwithstanding any conflicting choice of law provision.  The arbitration shall be conducted at a location in Indianapolis, Indiana, selected by the AAA or other administrator.  All statutes of limitation applicable to any dispute shall apply to any arbitration proceeding.  All discovery activities shall be expressly limited to matters directly relevant to the dispute being arbitrated.  Judgment upon any award rendered in arbitration may be entered in any court having jurisdiction.

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                   (h) Severability.  This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof.  In the event that any court of competent jurisdiction declares any term or provision of this Agreement void or unenforceable, the Parties intend that a substitute provision will be added to this Agreement that, to the greatest extent possible, achieves the intended commercial result of the original provision.

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                     (i) Waiver.  The failure of either Party to enforce any rights granted to such Party hereunder or to take action against the other Party in the event of any breach hereunder will not be deemed a waiver by such Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

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                    (j) Notices.  All Notices will be in writing and will be deemed to have been duly given: (i) when delivered by hand; (ii) three (3) days after being sent by registered or certified mail, return receipt requested and postage prepaid; (iii) one (1) day after deposit with a nationally recognized overnight delivery or express courier service; or (iv) when provided via email when the sender has received a delivery/read receipt. Notices for Student First should be sent to the following addresses:  (x) for physical Notices, to Student First at 301 W. Kirkwood Avenue, Suite 101, Bloomington, Indiana  47404; and (y) for electronic Notices to:  [e-mail addres].  Notices for the Customer shall be directed to the address set forth in the Order.

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                    (k) Force Majeure.  With the exception of the Customer’s payment obligations herein, neither Party will be liable to the other Party for any delay or failure to perform which is due to fire, pandemic, virus, epidemic, travel advisories as to health, security and/or terrorism, flood, lockout, transportation delay, war, acts of God, governmental rule or order, strikes or other labor difficulties, or other causes beyond its reasonable control.  The affected party will promptly notify the other party of the circumstances causing its delay or failure to perform and of its plans to implement a work-around solution. However, in such event, both Parties will resume performance promptly after the cause of such delay or failure has been removed.

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