Terms and Conditions

THIS SOFTWARE LICENSE AGREEMENT, by and between ISM Unbound360, LLC, a Delaware limited liability company (the “Company”).

WHEREAS, the Company is the exclusive owner of certain computer software and related intangible property known as “UnBound360” (hereinafter referred to as the “Software”) which is a customized database solution designed to facilitate the management of prospecting for private schools; and

WHEREAS, the Licensee is engaged in the business of non-public education, and, in the course thereof, has occasion to utilize the benefits provided by the Software.

NOW, THEREFORE, in consideration of the premises, the mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

License of Software. Subject to the terms and conditions of this Agreement, including but not limited to the payment of all Fees, as hereinafter set forth, when and as due and payable, the Company hereby grants to the Licensee a non-exclusive, revocable license (the “License”) to access and use the Software (along with any updates, upgrades, enhancements, new releases, and/or improvements thereof, to the extent they are made generally available to all of Company’s licensees) solely for the internal business purposes of the Licensee. The Licensee may access the Software by internet access to servers maintained by the Company.

Term; Termination. This three-year (3) License shall commence as of the date of this Agreement, and be automatically self-renewing for subsequent three (3) year terms and shall continue in force until terminated by the parties as hereinafter set forth.

(a) After the initial term, either party may terminate this Agreement and the License at any time, with written notice at least ninety (90) days prior to the expiration of the current term.

(b) Upon a material breach of this Agreement by the Licensee, the Company may terminate this Agreement and the License at any time, without further notice. As used herein, a “material breach” means (i) a failure to pay any Fees due under this Agreement within terms, or (ii) a failure to perform or observe any other covenant of the Licensee set forth in this Agreement, which failure is not cured within five (5) days following written notice to the Licensee from the Company of such failure

(c) Upon termination of this Agreement, the Licensee shall return to the Company all manuals, documentation, notes and workpapers relating to the Software, including all copies thereof. The Company shall terminate the Licensee’s access to the Software.

License Restrictions. The Licensee may not sell, rent, lease, sublicense or transfer the Software to any third party. The Licensee agrees not to attempt to create, or permit others to attempt to create, by reverse compiling or disassembling or otherwise, any part of the source programs from the object programs made available hereunder. The Licensee acknowledges that the design and structure of the tables, forms, reports, queries, macros and modules contained in the Software is confidential information which contains trade secrets. Such information shall not be disclosed by the Licensee to any third-party and may only be reviewed and modified by a licensed user for the sole purpose of understanding and modifying the software program for the Licensee’s internal use. The Licensee shall not use or install any of the Software on any additional or replacement computer without disclosure to, and approval of, the Company in writing, which approval may be granted or withheld in the Company’s sole and absolute discretion. The Licensee shall notify the Company of any change of office address by the Licensee at least thirty (30) days prior to the effective date of the change.

Fees. The fees (“Fees”) due the Company from the Licensee, and the terms of payment thereof, are as set forth on Exhibit A attached hereto and made a part hereof, as the same may be amended from time to time. The Licensee shall pay all Fees to the Company when and as due. All amounts not paid within terms, as set forth on Exhibit A, shall be subject to a service charge in the amount of one percent (1%) per month (12% per annum). In the event that the Company shall find it necessary to take legal action to collect any amount due hereunder, the Licensee agrees to pay, upon demand, all costs and expenses of collection, including reasonable attorneys’ fees.

Company’s Responsibilities.

(a) The Software shall be hosted on secure remote servers. The Company shall provide the Licensee with access to the Software across the Licensee’s internet connection, including any application, interface or other software to be loaded on the Licensee’s local computers for the purpose of accessing the Software.

(b) The Company shall advise, direct and guide the Licensee’s staff in the correct use of the Software and all activities required to bring the Software to an operational state. The Company shall further provide hours of online and telephone customer support as set forth on Exhibit B attached hereto and made a part hereof.

(c) Should the Licensee determine a need for customized reporting beyond the scope of the Company’s premium reporting package, as the same may be in effect from time to time, the Company will provide a detailed estimate as to the scope of work and related programming expenses. When authorized by the Licensee, the Company will issue a Work Order, and upon approval will commence the work. Customized programming will be billed at $50.00 per hour for sixty (60) days past “Going Live”, and at $200.00 per hour thereafter.

Property Rights. The Software, the proprietary work flow processes and other technologies that are integral thereto, and UnBound360 marks provided by the Company as part of the Software are the proprietary property of the Company, and as between the Parties all right, title, and interest in and to such items, including all associated intellectual property rights owned or licensed by the Company and any and all versions and excerpts of the same and works derived from the same, remain only with the Company. The Company grants no rights to the Licensee with respect to such items unless expressly provided in this Agreement or a separate written agreement between the parties. The Company hereby provides to the Licensee a non-exclusive license during the term to use any user guides or other documentation provided by the Company regarding the proper use of the Software, solely for the Licensee's internal use in using the Software. Nothing contained in this Agreement shall be deemed to give either Party any right, title or interest in any trademark or trade name of the other Party. Except as otherwise provided in this Agreement, the Licensee shall not sell or transfer any portion of the Software to third parties. The Licensee shall use its commercially reasonable efforts to cooperate with and assist the Company in identifying and preventing any unauthorized use, copying or disclosure of the Software or any portion thereof or any of the algorithms or logic contained therein.

Confidentiality.

(a) Each party, including its employees, agents and contractors, (as applicable, a “Receiving Party”) acknowledges that it may gain access to the information and material of the other party (as applicable, the “Disclosing Party”), in whatever form, oral, written, electronic or visual, which is disclosed pursuant to this Agreement by the other party, including but not limited to research and development, vendor or customer identities and lists, key contact personnel, financial data and performance records, information about prospective clients, databases, software, forecasts, financial data, network configurations, distributions systems, business operations, business practices and strategies, vendor and supplier information, marketing strategies, information systems and/or technology, any and all personal information, any and all personally identifiable information, and any other information obtained during the negotiation of this Agreement and in the performance of this Agreement and all Exhibits hereto (collectively, the “Confidential Information”).

(b) The “Receiving” Party shall use Confidential Information solely in connection with the License and for no other purpose of any kind or nature. The Receiving Party shall keep all Confidential Information in strict confidence using the same degree of care used by receiving party to protect its own confidential and/or proprietary information, but in no event less than a commercially reasonable degree of care, and, except as otherwise provided herein, will not disclose any such Confidential Information to any third party without written consent of the Disclosing Party.

(c) The Receiving Party may disclose Confidential Information only as follows: (i) to those of its employees whose need to know it in connection with the License is essential, provided that such employees agree to be bound by this License, and (ii) to the extent required by applicable law or pursuant to the order of a court or a governmental agency, provided, however, in all events the Receiving Party shall, unless legally prohibited, provide the Disclosing Party with prompt advance written notice of any such proposed disclosure required by applicable law or court order. In all events, the Receiving Party shall be responsible for any breach of this License by any of its employees, contractors or other persons to whom it disclosed the Confidential Information.

(d) For purposes of this License, the term “Confidential Information” does not include information which: (i) is or becomes publicly available through no wrongful act of the Receiving Party; (ii) was in the possession of the Receiving Party at the time of disclosure, as evidenced by written records, without any obligation of confidentiality; (iii) was acquired by the Receiving Party on a non-confidential basis from a third party provided such third party was not known by Receiving Party (after due inquiry) to be bound by or in breach of a confidentiality agreement relating to such information; or (iv) was developed independently by the Receiving Party outside the scope of this Agreement, without access to the Confidential Information.

Representations and Warranties.

(a) The Company represents and warrants that the Software, including use by the Licensee, to the Company’s knowledge but without any independent investigation of any third party, does not infringe, or constitute an infringement or misappropriation of, any copyrights, patents, trade secrets, intellectual property, or other proprietary rights of any third party.

(b) Company represents and warrants that it will use commercially reasonable efforts to keep the Software free from any viruses, worms, date bombs, time bombs, or other code that will interfere with the operation of or damage, interrupt or interfere with any software, data or hardware. The Company represents and warrants that, notwithstanding anything contained in this Agreement to the contrary, it shall use commercially reasonable efforts to fix any errors in programming contained in the Software at no charge to the Licensee.

(c) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SOFTWARE IS BEING PROVIDED “AS IS” AND THE COMPANY DISCLAIMS ANY AND ALL REPRESENTATIONS AND/OR WARRANTIES RELATING TO THE SOFTWARE, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability. Except for the Licensee’s obligations hereunder in the event of its non-payment for any Fees, each Party’s liability to the other Party for any claim whatsoever arising out of or in connection with this Agreement will not, in any event, exceed the aggregate of the Fees paid by the Licensee during the twelve (12) month period immediately prior to the occurrence of the claim. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF THE OTHER, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Miscellaneous.

(a) Notices. Any notice or demand required or permitted by or in connection with this Agreement (but without implying any obligation to give any notice or demand) shall be in writing and made by hand delivery, by email, reputable overnight carrier or by certified mail, return receipt requested, postage prepaid, addressed to the recipient at the appropriate address or to such other address as may be hereafter specified by written notice by any party, and shall be considered given as of the date of hand delivery, email or overnight delivery, or as of two (2) business days after the date of mailing, as the case may be.

(b) Burden; Benefit. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties and the parties’ respective personal representatives, successors and assigns. This Agreement shall not be assignable by the Licensee without prior written consent of the Company.

(c) Governing Law; Jurisdiction. This Agreement shall be interpreted, construed and enforced in strict accordance with the laws of the State of Maryland. The parties consent to the jurisdiction and venue of the courts of the State of Maryland in and for Baltimore County, and of the United States District Court for the Northern District of Maryland, if diversity of citizenship exists.

(d) Severability. If any provision or part of any provision of this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision or part thereof had never been contained herein, but only to the extent of its invalidity, illegality or unenforceability.

(e) Survival. All covenants, provisions, agreements, representations and warranties provided in this Agreement shall survive the execution, acknowledgment, sealing and delivery of this Agreement, each Exhibit hereto and all of the transactions contemplated hereby.

(f) Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and there are no other commitments or agreements binding upon the parties other than as set forth herein. This Agreement may be amended only by an instrument in writing executed by the parties hereto.

(g) Captions. The captions or headings provided in this Agreement are for convenience only and shall not be deemed to be a part of this Agreement.

(h) Number; Gender. As used herein, the singular shall include the plural, the plural shall include the singular, and the use of any gender shall include all genders, all as the context shall require.

(i) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.