This SCHOOL CLIENT AGREEMENT (this “Agreement”) dated March 23, 2023 (“Agreement Date”) is by and between Prosper U, Inc. (“Prosper U”) located at 430 S Commerce St, Ste 100, Wichita, KS 67202 and {{billing_company}} (“Client”) located at {{billing_address_1}}. Prosper U and Client is referred to individually as a “Party” and collectively as the “Parties.”

CERTAIN DEFINITIONS

“Agreement” means this document that describes the formal understanding between parties.

“Client” means the school or institution as identified above.

“Campus” means the physical school location of Client wherein education of students by Client takes place.

“Students” means individuals actively enrolled in a program of study offered by the Client and attending one of the Client's Campuses that are licensed to use Prosper U pursuant to this Agreement.

“Program” means the educational material taught in the Prosper U programs.

“Subscription Date” means the date you start your online subscription with Prosper U.

TERM AND TERMINATION

Term. The term of this Agreement will begin on the Subscription Date. The Agreement will continue until either party has provided Ninety (90) days written notice of termination. Email termination is acceptable at info@myprosperu.com.

Termination. In addition to the other termination rights set forth herein, Prosper U has the right to terminate this Agreement and all rights granted herein upon written notice to Client if Client's Campus or Client: (1) fails to comply with any provision of this Agreement or rule or standard of the Program or fails to participate in the Prosper U Program; (2) misuses Prosper U trademarks, copyrights, videos, marketing collateral, or other intellectual property, including without limitation, the Prosper U name and any similar name; or (3) becomes subject of any bankruptcy, insolvency, or similar law. Upon termination, Client and Campus shall cease and desist use of Prosper U educational materials.

Termination with Cause. Either Party may terminate this Agreement in its entirety upon written notice if the other Party breaches any material term of this Agreement and fails to cure such breach within 30 days after receipt by the breaching Party of written notice from the non-breaching Party describing such breach.

Effect of Termination. In the event of the termination of this Agreement, (1) Client shall immediately pay Prosper U all monies then due, and (2) Client and Campus shall immediately cease using all Prosper U materials and assets and return all materials and assets to Prosper U.

Restrictions. Client may utilize Prosper U with its integration of the Program offered to Students at the Campus who have purchased such Prosper U products, provided, however, the Client shall not alter, copy, display, or distribute any materials, including, without limitation, the Prosper U products received in connection with the Program unless given written permission. Client's instructors shall not offer or teach the Program to licensed professionals or charge a fee for Prosper U instruction to licensed professionals. Client instructors may teach other instructors at the Campus for purposes of teaching Students at the participating Campus.

Copyright. Prosper U shall own all rights in and to all copyrights, patents, trademarks, and other intellectual property rights in and related to Prosper U Drivers of Success and Prosper U Style With Knowledge and other educational materials developed or licensed by Prosper U including without limitation, programs, methods of processing, design and structure of individual programs and their interaction employed therein and such property and rights shall not be sold, revealed, disclosed or otherwise communicated, directly or indirectly, by Client to any person, company or entity whatsoever other than as permitted in writing by Prosper U. Client shall not, by virtue of this Agreement or otherwise, acquire any proprietary rights whatsoever in educational materials, videos or support materials and shall not modify, translate, decompile, recreate or attempt to recreate, by reverse engineering or otherwise, the information from the materials or adapt such in any way for use or to create a derivative work. Client shall not and shall not permit others to, use, reproduce, sublicense, distribute or dispose of the Prosper U property rights herein, in whole or in part, except as expressly permitted in writing by Prosper U.

Proprietary Rights. Client acknowledges and agrees that the products and materials (“Products”), and all copies thereof, constitute valuable trade secrets of Prosper U and/or Confidential Information of Prosper U and title thereto remains in Prosper U. Ownership of all applicable copyrights, trade secrets, patents, and other intellectual property rights in the Program and Products are and shall remain solely vested in Prosper U. All other aspects of the Program and Products, including without limitation, programs, methods of processing, design and structure of individual programs and their interaction and programming techniques employed therein shall remain the sole and exclusive property of Prosper U and shall not be sold, revealed, disclosed, or otherwise communicated, directly or indirectly, by Client to any person, company or institution whatsoever other that expressly permitted in writing by Prosper U. The copyright notice restricted rights legends contained in the Products shall appear on all documents and media distributed by Client.

As used herein, the term “Intellectual Property” means, on a worldwide basis, any and all now known or hereafter known tangible and intangible intellectual and industrial property rights of every kind and nature and however designated, whether arising by operation of law, contract, license, or otherwise, including without limitation: (i) rights associated with works of authorship including, without limitation, copyrights, moral rights and mask-works, (ii) trademark, service marks, trade name rights, logos, designs, product configurations, trade dress, marks indicating the origin of goods and services, certification marks, and similar rights, together with the goodwill represented thereby, (iii) trade secret, confidentiality, and similar rights, (iv) inventions, common law invention rights, patent registrations, including letters patent, and applications, including any and all letters patent granted on any division, continuation, continuation-in-part, and reissue of the same; and (v) all income, royalties, damages and payments now or hereafter due or payable with respect to in and to all causes of action (either in law or equity) and the right to sue, counterclaim, and recover for past, present, and future infringement of any of the foregoing.

Independent Contractor. The parties are independent contractors and neither shall be deemed to be a partner, franchisee, joint venture, agent, employer, employee or representative of the other. The Client including Client's employees, contractors, agents and Student, shall not represent themselves as any of the foregoing. Neither has the authority or power to bind the other.

CLIENT RESPONSIBILITIES

Annual Update. Client agrees to provide an annual update that includes the campuses, their start dates, and the estimated number of students using Prosper U per start date.

Duties, Tariffs, and Other Charges. Client is responsible for paying all duties, tariffs, and other charges for international purchases.

ORDERS, PRICING & PAYMENTS

Orders. Orders for additional Prosper U materials may be placed with your customer login through our online store at www.myprosperu.com. Orders will be fulfilled within 14 days of order placement.

Currency. All monetary amounts referred to in this agreement are in US Dollars.

Pricing. Prosper U will provide pricing updates to Client Thirty (30) days prior to a price increase.

Payment. Payment is due upon Client's placement of order.

Sales and Use Tax. The applicable sales tax will be charged to Kansas customers. For shipments outside of Kansas, the client will be responsible for paying applicable sales and use tax to the state, unless the Client has provided a Resale Exemption Certificate to Prosper U.

Training. Training is included (and mandatory) for all Clients. Prosper U agrees to provide timely virtual training and ongoing support to Client.

PROTECTIONS

Confidentiality. The Parties acknowledge that any nonpublic information disclosed or provided by one Party to another Party in connection with this Agreement is confidential and is not to be disclosed to any third Party or used in any way other than as specifically permitted in this Agreement or as required by law.

RIGHTS AND REPRESENTATION

Prosper U Name and Logos. During the Term of this Agreement and upon receipt of order for at least one Campus, Prosper U grants Client a limited non-exclusive license for use of the Prosper U name and logo. Client must use logo as follows:

• In its original color and form as provided by Prosper U.
• On organization website with a link to organization's page on www.myprosperu.com.
• On Campus website with a link to organization's page on www.myprosperu.com.
• In education, marketing, and other materials provided by Prosper U.
• In co-branded materials provided by Client upon written approval from Prosper U of the materials.

In addition, Client agrees to encourage students to follow Prosper U on social media. Client also agrees to implement Prosper U to its fullest ability.

Prosper U Education Materials. For the Term of this Agreement and upon receipt of order and full payment for Campus materials, Prosper U grants Client a limited non-exclusive license for use of Prosper U Education Materials, including videos, webinars, online materials and books. The Client agrees to identify itself as a Prosper U school by prominently displaying the Prosper U logo on Client's website. In addition, the Client agrees to purchase one Program kit for each enrolled student. Client and Students will receive online access to Prosper U Educational Materials.

Prosper U Website. For the Term of this Agreement, Prosper U grants Client use of Prosper U website www.myprosperu.com. Client will receive a login username and password for the Prosper U website www.myprosperu.com.

LIMITATION OF LIABILITY

Wavier. In no event shall Prosper U be liable for any indirect, consequential, incidental or special damages including damages for loss of profit or data, for business interruption, or for damage to property arising out of or relating to this Agreement.

Disclaimer of Warranties. Except as stated herein, the Programs, books, materials, products and services (collectively, the “Products”) set forth in this Agreement, are provided on an “as is” basis; and clients use and any other party's use of the same is at such party's own risk. Except as otherwise set forth herein, Prosper U specifically disclaims any and all warranties, express or implied, including, without limitation, any implied warranties of merchantability or fitness; fitness for a particular purpose.

Prosper U does not represent or warrant that any of the product is error free. Prosper U does not warrant, guarantee, or make any representations regarding the use, or the results of the use, of any of the products in terms of correctness, accuracy, reliability, current-ness, or otherwise. The entire risk as to the performance or results of the products is assumed by the client and such other parties. Prosper U makes no warranty that all errors will be corrected.

MISCELLANEOUS

Notices. Except as otherwise provided, all notices that are permitted or required under this Agreement shall be in writing, in English, and shall be deemed given (i) three business days after receipt with certified mail or (ii) the business day following email at the respective above address, or to such other person or address as may be designated by notice to the other Party.

Choice of Law. This Client Agreement shall be deemed to have been entered into the State of Kansas, and all questions concerning the validity, interpretation or performance of any of its terms or provisions, or of any rights or obligations of the Parties hereof, shall be governed by and resolved in accordance with the internal laws of the State of Kansas, including, without limitation, the statute of limitations.

Severability. If any court of competent jurisdiction determines that any provision of this Agreement is illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.

Force Majeure. Other than the payment of monies, neither Party will be liable for delays or failure to perform the Program if due to any cause or conditions beyond its reasonable control, including delays or failures due to natural disasters, acts of civil or military authority, fire, wars, or utility disruptions.

Authority. Each Party represents that it has the requisite corporate authority to enter into this Agreement and to grant the rights granted herein, and that there are no outstanding rights, agreements, grants, encumbrances, obligations or restrictions that would prevent such party from performing under the terms of this Agreement. Client represents that it will operate its school in accordance with the highest professional standards and complies with all applicable federal, state and local laws and regulations in the performance of its obligations hereunder.

Choice of Venue. All disputes arising under this Client Agreement shall be submitted to the Kansas State Court for the County of Sedgwick which shall have subject matter jurisdiction over the claim or controversy or to the United States District Court for the District of Kansas, sitting in Wichita, KS. Client and Prosper U expressly consent to the exercise of personal jurisdiction by the Sedgwick County, Kansas State Court or by the United States District Court for the District of Kansas, sitting in Wichita, KS, and expressly consent to service of process by either certified mail or registered mail and waive any objections to venue, forum non-convenience or other similar defenses.

Assignment. The rights and obligations of the Parties hereto shall not be assignable, except that Prosper U may assign its rights and obligations hereunder to a subsidiary or affiliate of Prosper U. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and assigns.

Drafting of the Client Agreement. No consideration shall be given to the fact or presumption that one Party had a greater or lesser hand in drafting this Client Agreement.

No Third-Party Beneficiary. Nothing in this Client Agreement (whether expressed or implied) is intended to confer upon any person other than the Parties and their respective successors or assigns, any rights or remedies under or by reason of this Client Agreement, nor is anything in this Client Agreement intended to relieve or discharge the liability of any Party hereto, nor shall any provisions hereof give any person any right of subrogation against, or action over any Party.

Waiver of Rights. If, in one or more instances, either Party fails to insist that the other Party performs any terms or conditions of this Client Agreement, such failure shall not be construed as a waiver by any Party of past, present, or future rights granted under this Client Agreement, and the obligations of both Parties under this Client Agreement shall continue in full force and effect.

Waiver of Remedies. No right, power or remedy under this Client Agreement may be waived, except upon written approval of the other party.

The Parties have executed this Agreement as of the Agreement Date above.

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Document name: Online School Client Agreement

Unique Document ID: 86e646c09ed4f61f1205af3fa1bb026208d294a7

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Timestamp	Audit
March 26, 2021 4:20 pm CDT	Online School Client Agreement Uploaded by Prosper U - - info@myprosperu.com IP 98.175.85.136
March 26, 2021 4:52 pm CDT	casey zimm - casey.zimmerman@gmail.com added by Eric Fisher - casey@insightdesign.com as a CC'd Recipient Ip: 98.191.133.117
March 26, 2021 4:52 pm CDT	Alexis Salas - asalas@myprosperu.com added by Eric Fisher - casey@insightdesign.com as a CC'd Recipient Ip: 98.191.133.117
March 26, 2021 5:19 pm CDT	casey zimm - casey.zimmerman@gmail.com added by Eric Fisher - casey@insightdesign.com as a CC'd Recipient Ip: 98.191.133.117
March 26, 2021 5:19 pm CDT	Alexis Salas - asalas@myprosperu.com added by Eric Fisher - casey@insightdesign.com as a CC'd Recipient Ip: 98.191.133.117
March 26, 2021 6:32 pm CDT	casey zimm - casey.zimmerman@gmail.com added by Eric Fisher - asalas@myprosperu.com as a CC'd Recipient Ip: 98.191.133.117
March 26, 2021 6:32 pm CDT	Alexis Salas - asalas@myprosperu.com added by Eric Fisher - asalas@myprosperu.com as a CC'd Recipient Ip: 98.191.133.117
March 29, 2021 1:45 pm CDT	casey zimm - casey.zimmerman@gmail.com added by Eric Fisher - asalas@myprosperu.com as a CC'd Recipient Ip: 98.191.133.117
March 29, 2021 1:45 pm CDT	Alexis Salas - asalas@myprosperu.com added by Eric Fisher - asalas@myprosperu.com as a CC'd Recipient Ip: 98.191.133.117
March 29, 2021 2:04 pm CDT	casey zimmerman - casey@insightdesign.com added by Eric Fisher - info@myprosperu.com as a CC'd Recipient Ip: 98.191.133.117
March 29, 2021 2:04 pm CDT	Alexis Salas - asalas@myprosperu.com added by Eric Fisher - info@myprosperu.com as a CC'd Recipient Ip: 98.191.133.117

This audit trail report provides a detailed record of the online activity and events recorded for this document.

https://myprosperu.com/

Audit Trail Serial# 87f0c3204a9d283bbcbe5e2e84df021b