License Agreement s2

LICENSE AGREEMENT

This LICENSE AGREEMENT (“Agreement”) is entered into and is effective this 10th day of November, 2015 (the “Effective Date”), by and between Distance EDU Learning, Inc. (“Distance EDU”), a California corporation with its corporate headquarters at 5920 South Rainbow Blvd., Suite 4 Las Vegas, NV 89118, and HOPE Academy (the “Organization”), with its headquarters at 12421 Hesperia Rd, Suite 5 Victorville, CA 92395 (each a “Party” and collectively “the

Parties”). R EC I TA L S

WHEREAS, Distance EDU has developed and owns or has the right to grant licenses in online course management software for education, training programs, and online learning known as “FINTELO”;

WHEREAS, Organization desires to develop courses, training, and learning content, and to provide such courses, training and learning content to online learners of Organization using the Distance EDU Software; and

WHEREAS, Organization desires to license from Distance EDU the FINTELO software for such purpose, and Distance EDU is willing to license such software to Organization upon the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the Parties hereby agree as follows:

ARTICLE 1 - DEF I N I T I O N S

For the purposes of this Agreement, the following terms, when capitalized, shall have the following meanings:

1.1. "Software” means version 2.0 of the FINTELO software programs of Distance EDU in object code format only, and related training materials and user documentation, and any changes, modification, or alterations that may be made to the software programs by Distance EDU and provided to Organization.

1.2. “End User” means any student of Organization that has executed an End User License Agreement.

1.3. “ End User License Agreement” means a license agreement between Organization and its students granting the students the right to access and use the Software, a copy of which is attached as Exhibit A. 1.4. “Licensed Marks” means the trademarks listed in the attached Exhibit B.

ARTICLE 2 - LI C E N S E G R A N T

2.1. Grant. Distance EDU hereby grants to Organization, subject to the terms and conditions of this Agreement, a non-transferable, non-exclusive right to create educational courses, training programs, and online learning content (collectively, “Content”) for End Users, and to provide Content to End Users. This license grant is also conditioned upon payment of a software licensee fee in advance as described in Article 8 below. Distance EDU reserves all rights not granted herein.

2.2. End User License Agreement. Organization shall require students of Organization to enter into an End User License Agreement in substantially the form shown in Exhibit A, before allowing such students to access or use the Software or Content. Organization shall not allow students to use the Software, except in connection with Content provided by Organization. Students shall have no right to use the Software to create content.

2.3. Non- Exclusive. Nothing in this Agreement shall be construed to affect or limit Distance EDU’s right to develop, distribute, or license the Software or any other products including the Software to third parties.

ARTICLE 3 - TI TLE, C O PY A N D U SE RESTRI C TI O N S

3.1. Title. Title to, ownership of, and all rights and interests in, the Software, shall remain at all times vested in Distance EDU. This Agreement is not a sale of the Software or of any copy thereof, or of any copyrights therein. Organization acknowledges and agrees that title to all copyright, trade secrets and any other intellectual property and proprietary rights in the Software are owned by Distance EDU. Organization agrees that during and after termination of this Agreement, Organization shall not directly or indirectly raise any questions concerning or objections to the ownership or validity of any intellectual property rights in the Software or any of the rights held by Distance EDU in the Software. Organization further acknowledges and agrees that, except for the non-exclusive license granted herein, Organization shall acquire no right, title, or interest in the Software.

3.2. Copyrights. The Software is copyrighted. Unauthorized copying of the Software, including software that has been modified, merged, or included with other software or other written materials is expressly forbidden. Organization acknowledges that it may be held legally responsible for any copyright infringement that is caused or incurred by its failure to abide by the terms of this Agreement, or by an End User’s failure to abide by the terms of the End User License Agreement. Subject to these restrictions, Organization may make and store one archival copy of the Software solely for backup purposes as permitted by 17 U.S.C. § 117 on which copy the original copyright notice must be reproduced. This clause does not provide any rights beyond those provided by 17 U.S.C. § 117. The Software may contain certain copyright and other proprietary notices. Organization shall not remove or alter these notices.

3.3. Non- transfer. Organization may not physically or electronically transfer the Software, or any copy or portion thereof, to any other entity or location other than its Servers.

3.4. Use by End Users Only. Organization will not allow access to, or use of, the Software by any person or entity other than an End User. Organization shall not in any way transfer the Software or allow access to the Software to any person or entity for subsequent distribution or sublicense.

3.5. Use by Organization. Except as expressly authorized by this Agreement, Organization shall not use, reproduce, distribute, perform, display, modify, or produce derivative works of the Software.

3.6. Competitive Products. Except with the prior written consent of Distance EDU, Organization shall not, during the term of this Agreement, sell, license, rent, lease, represent, or distribute any product which is directly or indirectly competitive with the Software, or own any substantial interest in, or be owned or controlled by, any person or entity which engages in such competitive activities.

3.7. No Source Code. Organization expressly understands and agrees that it has not been granted any license or right to use or receive any source code of the Software. Organization shall not, and shall not permit any other party, to modify, adapt, translate, prepare derivative works, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Software or any internal data files generated by the Software.

3.8. Restricted Rights. The Software is commercial computer software as defined in DFARS §252.227.7014(a)(1). If the Organization or an End User uses the Software or Content on behalf of a U.S. Government agency, the U.S. Government shall only have the rights specified in this license agreement. DFARS §227.7202-3(a).

3.9. Patents. Distance EDU holds the following US Patents: US 8326211 B1 Computer systems for capturing student performance, and US 8600289B1 Computer systems for capturing student performance. See (Exhibit G) ARTICLE 4 - TRA D EMA RKS

4.1. Grant. Subject to the terms of this Agreement, Distance EDU grants to Organization a non-transferable, non-exclusive license to use the Licensed Marks in connection with the Software; provided, however, that all uses of Licensed Marks must be pre-approved by Distance EDU. Organization acknowledges and agrees that great value is placed on Distance EDU’s trademarks and the goodwill associated therewith. Therefore, Organization will submit to Distance EDU, for its prior written approval, any trademark, service mark or name that it desires to use in connection with its services, as well as a sample of such proposed use, and Distance EDU shall have the right, in its sole discretion, to refuse to allow the use of any such marks or names, or to refuse to allow Organization to use Distance EDU’s trademarks in connection with Organization’s goods or services.

4.2. Quality Control. Distance EDU shall have the right to exercise quality control over all goods and services provided by Organization under Distance EDU’s trademarks to maintain the high quality standard prescribed by Distance EDU, and Organization agrees to make and incorporate any changes or corrections requested by Distance EDU, at Organization’s sole cost and expense. Under no circumstances is Organization authorized to use, and Organization hereby agrees not to use, the words “agent,” “representative” or any other designation which might imply that Distance EDU is responsible for the acts of Organization.

4.3. Ownership. Organization acknowledges that the Licensed Marks and all goodwill associated therewith are, and shall remain, the sole property of Distance EDU and that no rights are conferred upon the Organization with respect to the Licensed Marks, except as specifically set forth herein. Organization may not acquire or claim any title to the Licensed Marks by virtue of the license granted herein or through its use of the Licensed Marks. All uses or claims to ownership by Organization of the Licensed Marks shall inure solely to the benefit of the Distance EDU. Organization further agrees that it will not seek or obtain, or assist any party in seeking or obtaining, registration of Distance EDU’s trademarks or any confusingly similar marks, or any domain names incorporating Distance EDU’s trademarks or confusingly similar marks. If Organization has obtained or obtains in the future, in any country, any right, title or interest in any marks which are confusingly similar to Distance EDU’s trademarks, Organization agrees to execute any and all instruments deemed by Distance EDU to be necessary to transfer such right, title or interest to Distance EDU. Organization shall not challenge the validity of the Licensed Marks or any of Distance EDU’s marks or make any claims adverse to Distance EDU regarding its trademarks.

ARTICLE 5 - CHANG E S T O T HE S O F T W A R E Distance EDU has the right to make changes, modifications or alterations to the Software, and to the specifications thereto, without prior notice to Organization. Any such changed, modified, or altered Software provided by Distance EDU to Organization shall thereafter replace the prior Software for the purposes of this Agreement; provided, however, that Distance EDU shall not be obligated to provide Organization with any such changes, modifications, or alterations.

ARTICLE 6 - OR G A N I Z A T I ON ’S O B L IG A T IO N S

Organization, at its own cost and expense, shall have the following responsibilities:

6.1. Content Development. Organization shall develop courses, training, and learning content (“Content”) for End Users.

6.2. Software Errors. Organization shall promptly notify Distance EDU of any errors or “bugs” in the Software and suggest improvements to the Software from time to time.

6.3. Help Desk Support. Organization shall maintain trained and competent technical support personnel for the Software who are sufficiently knowledgeable with the Software. Organization shall be solely responsible for supporting all End Users, and shall maintain help desk support accessible to End Users using the Software. The help desk support shall meet the minimum requirements specified on Exhibit D attached hereto.

6.4. Notice of Disputes. Organization shall immediately notify Distance EDU upon learning of any existing or potential litigation regarding the Software which may be brought against Organization or Distance EDU.

6.5. Reports. Organization shall furnish to Distance EDU, upon reasonable request, reports relating to End User License Agreements, inquiries received, and other information relating to the activities of Organization under this Agreement.

6.6. User Hardware Requirements. See Exhibit C.

ARTICLE 7 - DIS T A N C E E DU ’ S O B L I G AT I O N S

Distance EDU shall have the following responsibilities:

7.1. Product Support and Enhancement. To the extent that Distance EDU develops enhancements to or new releases of the Software, Distance EDU will not be obligated to provide such enhancements or new releases to Organization. Upon notice of any error in the Software which prevents the Software from functioning in material conformity with the product specifications, Distance EDU shall use reasonable efforts to fix any such error.

7.2. Product Support & Customization. Distance EDU will provide full technical support via Live Chat and / or email to the Organization Monday through Friday, 9:00 A.M. to 5 P.M. Pacific time, excluding holidays. 7.3. Training. Distance EDU agrees to provide Organization with initial training as described in Exhibit E.

7.4. Use of Content. Distance EDU agrees that it will not offer to other customers of Distance EDU, Content developed by Organization. Nevertheless, Organization acknowledges that Distance EDU may independently develop content for its other customers to satisfy customer needs, which content may be substantially similar to that developed by Organization for its customers, and such shall not constitute a breach of this Agreement.

ARTICLE 8 - PAYM EN T

8.1. License Fees. The Organization shall pay to Distance EDU a license fee or fees as set forth on Exhibit G, which fee(s) may be changed from time to time upon mutual agreement of Distance EDU and Organization. Prior to the expiration of the contract financial and performance adjustments will be reviewed.

8.2. Payment. 50% Payment is due within sixty (60) days of Board Approval. Another 25% after 4 months. Balance of the other 25% on May 10, 2016.

 January 10, 2016 = $80,000.00

 March 10, 2016 = $40,000.00

 May 10, 2016 = $40,000.00, total for year one $160,000

 5% increase in year two, total for year two $168,000  5% increase in year three, and capping in year three at $176,400  Similar payment schedules will be mutually agreed upon in years two and three.

8.3. Currency. All payments to Distance EDU shall be in U.S. Dollars.

8.4. Late Fees. Distance EDU may impose a late charge at the rate of 1.2% per month against balances which remain unpaid after twenty (20) days. If this rate exceeds the maximum rate allowable by law, then interest shall accrue at the maximum rate allowable by law.

8.5. No Waiver. Distance EDU’s acceptance of any payments under this Agreement shall not prevent Distance EDU at any later date from disputing the amount owed or from demanding more information from Organization regarding payments due, and shall not constitute a waiver of any breach of any term or provision of this Agreement by Organization if any such breach shall have occurred. ARTICLE 9 - I NS T A L L A T IO N

9.1. Installation. Within fifteen (15) days of the effective date of this Agreement, Distance EDU shall deliver the Software to Organization, without transferring title to, or possession of any tangible personal property, such as storage media, to Organization during the course of such Software delivery. Organization shall acknowledge delivery of the Software by providing to Distance EDU written notice of such delivery, with the form of such written notice to be provided in a format reasonably acceptable to Distance EDU.

9.2. Training. See (Exhibit F).

ARTICLE 10 - CL O UD S E R V E R

Distance EDU shall provide secured and encrypted CLOUD BASED services via AMAZON AWS.

MU T U A L R E P R E S E N T A T I O N S A N D W A R R A N T I E S

Each Party represents and warrants to the other that (a) it has full right, power, and authority to enter into this Agreement (and each Person signing below on behalf of an entity represents it is duly authorized to execute this Agreement on such entity’s behalf) and to perform its obligations and duties under this Agreement, (b) the performance of such obligations and duties does not and will not conflict with or result in a breach of any other agreement of such Party or any judgment, order, or decree by which such Party is bound, and (c) no consent or approval of any third party is required to enter into this Agreement or complete the transactions contemplated herein.

ARTICLE 11 - TERM A N D TERM I N A TI O N

11.1. Term. The initial term of the Agreement shall be for three (3) years beginning October 1st, 2015 (the “Initial Term”). Thereafter, the Agreement shall automatically be renewed for successive one year terms (“Renewal Term”) unless terminated by either party in writing at least ninety (90) days prior to expiration. Organization shall not be entitled to any refund, in whole or in part, of any fees paid or due under the Agreement. Any such termination shall become effective at the end of the term.

11.2. Termination by Distance EDU. This Agreement may be terminated by Distance EDU at any time with thirty (30) days’ advance written notice to the Organization of its intent to terminate. Distance EDU may also terminate this Agreement, effective immediately, by giving written notice of termination upon: 11.2.1. Organization’s failure to pay the license fee or fees or any other fees due to Distance EDU within fifteen (15) days following the receipt of notice from Distance EDU that such fee is due and not yet paid;

11.2.2. Any material breach by Organization of this Agreement that is not cured to Distance EDU’s satisfaction within fifteen (15) days of written notification by Distance EDU; or

11.2.3. If permitted by law, the dissolution, liquidation, insolvency or bankruptcy of Organization, the execution by Organization of a general agreement with its creditors and/or the appointment of a trustee or receiver in bankruptcy for Organization, or any similar action or proceeding. Organization must inform Distance EDU of the filing of any such action or proceeding within fifteen (15) days of initiation thereof.

11.3. Termination by Organization. Organization may terminate this Agreement, effective immediately, by giving written notice of termination upon any material breach by Distance EDU of this Agreement, which breach is not cured within thirty (30) days of written notification by Organization.

ARTICLE 12 - RI G H TS U PON TERM I N A T IO N

12.1. Discontinue Use. Organization shall (a) discontinue the use of and remove Distance EDU’s content, Licensed Marks and any other intellectual property licensed hereunder from its sites, and materials, (b) return all Confidential Information (as defined below) to Distance EDU. All End User License Agreements must be terminated or may be assumed by Distance EDU, at Distance EDU’s discretion.

12.2. Survival. The provisions in Articles 1, 3, 4.3, 8, 11-19 shall survive termination or expiration of this Agreement.

ARTICLE 13 - DI S C L A I M E R ; I N DEM N I F IC A T IO N A N D L IM IT A T I ON S OF L I A B I L I T Y

13.1. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, DISTANCE EDU MAKES NO WARRANTIES, AND EXPRESSLY DISCLAIMS, ALL WARRANTIES, COVENANTS AND REPRESENTATIONS, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, OR ARISING BY USAGE OF TRADE OR COURSE OF DEALING, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE AND NON-INFRINGEMENT THAT IN ANY WAY RELATE TO THIS AGREEMENT, THE SOFTWARE, OR ANY SERVICES OR SUPPORT PROVIDED TO ORGANIZATION.

13.2. Indemnification. Organization will defend, indemnify and hold harmless Distance EDU from and against any and all claims, actions, losses or other liability, including without limitation, reasonable attorneys’ fees and costs (collectively “Losses”) resulting from or arising out of Organization’s breach of one of its representations, warranties or covenants set forth in this Agreement. Organization agrees not to settle any Loss without Distance EDU’s written consent, which shall not be unreasonably withheld.

13.3. Limitation of Liability. IN NO EVENT SHALL DISTANCE EDU BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES RESULTING FROM LOSS OF DATA, LOSS OF OPERATIONS, OR ANY LOSS OF USE OR PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN AN ACTION BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF DISTANCE EDU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ORGANIZATION’S SOLE REMEDY SHALL BE THE REPAIR OR REPLACEMENT OF THE SOFTWARE.

ARTICLE 14 - CON F I D E N T I AL I T Y AN D NON - DI S C L O S U R E

14.1. Confidential Information. In the performance of or otherwise in connection with this Agreement, one Party (“Discloser”) may disclose to the other Party (“Recipient”) certain Confidential Information (defined below) of the Discloser. The Recipient will treat such Confidential Information as confidential and proprietary of the Discloser and during and after the Term will: (a) use the Confidential Information of the Discloser solely for the purposes set forth in this Agreement; (b) take suitable precautions and measures to maintain the confidentiality of the Confidential Information of the Discloser; and (c) not disclose or otherwise furnish the Confidential Information of the Discloser to any third party other than employees or independent contractors of the Recipient who have a need to know the Confidential Information to perform its obligations under this Agreement, provided such employees or independent contractors are obligated to maintain the confidentiality of the Confidential Information.

For the purposes of this Agreement, “Confidential Information” means information disclosed to a Party or known by a Party or a Party’s affiliates as a consequence of or through the Organization’s association with Distance EDU under the terms of this Agreement, about a Party’s plans, products, processes and services, including without limitation, development plans, financial information (including business forecasts, sales and marketing plans and information), customer lists, trade secrets and information relating to proprietary technology, including without limitation, technical data and know how, regardless of form, including patent, copyright, trade secrets, and proprietary information, techniques, sketches, drawings, models, inventions, know how, show-how, processes, apparatus, equipment, documents, and formulae pertaining to, evidencing or comprising part of a Party’s current, future and proposed products, technology or intellectual property.

14.2. Non- Disclosure, Exceptions. The obligations under this Section 15 will not a pply to any: (a) approved use or approved disclosure of any information pursuant to the exercise of the Discloser’s rights under this Agreement; (b) information that is now or hereafter becomes generally known or available to the public other than through a violation of this Agreement; (c) information that is obtained by the Recipient from a third party (other than in connection with this Agreement) who was not under any obligation of secrecy or confidentiality with respect to such information; (d) information that is independently developed by the Recipient without reference to any Confidential Information; (e) any disclosure required by applicable law, provided that the Recipient will use reasonable efforts to give advance notice to and cooperate with the Discloser in connection with any such disclosure, and provided further that the Recipient shall limit such disclosure to only that information that is required to be disclosed; and (f) any disclosure made with the explicit consent of the Discloser. The Recipient shall promptly return to the Discloser all copies of any Confidential Information of the Discloser in its possession or control upon request, or in any event, upon any termination or expiration of the Term.

ARTICLE 15 - NO T I C E S

Written notice to the parties to this Agreement shall be given by U.S. Mail, by overnight delivery carrier, or hand delivery to their respective addresses set forth in the preamble above. Any such communication shall be deemed effective upon the earlier of three (3) days after mailing in accordance with this Section or upon actual receipt by the party to whom such communication is directed. Any party may change its address by written notice to the other party.

ARTICLE 16 - REL A TI O N S H I P O F THE PA RTI ES

The relationship of Distance EDU and the Organization under this Agreement shall be that of independent contractors, and nothing herein or in any related document or representation shall be construed to create or imply any relationship of employment, agency, partnership or any other relationship other than that of independent contractors. The Parties acknowledge and agree that each is engaged in a separate and independent business and neither shall state, represent or imply any interest in or control over the business of the other.

ARTICLE 17 - DI S P U T E S

17.1. Mediation. In the event a dispute should arise under this Agreement or relating in any manner hereto, the Parties shall first endeavor to resolve their dispute by good faith negotiations between the Parties. If the Parties are unable to resolve their dispute, then the Parties agree to attempt to mediate their dispute within forty-five (45) days after the dispute initially arose, using a third party mediator. All mediation proceedings shall be confidential, and no information exchanged in such mediation shall be discoverable or admissible in any litigation involving the Parties. 17.2. Governing Law. Except to the extent governed by the United States Copyright Act and the United States Trademark Act, it is the intention of the parties that this Agreement shall be governed by, and construed in accordance with, the substantive laws of the State of California without regard to conflict of law principles.

17.3. Venue and Jurisdiction. The federal and state courts situated in Clark County, Nevada shall have exclusive jurisdiction for the resolution of all disputes related to this Agreement.

ARTICLE 18 - GENE R A L P R O V I S I O NS

18.1. Force Majeure. If performance hereunder is prevented, restricted or interfered with by any act or condition whatsoever beyond the reasonable control of a Party, the Party so affected, upon giving prompt notice to the other Party, shall be excused from such performance to the extent of such prevention, restriction or interference. However, if either Party is prevented due to such Force Majeure event from performing a material obligation under this Agreement for more than thirty (30) days, then the other Party shall be entitled to terminate this Agreement.

18.2. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and communications, written or oral, with respect thereto. This Agreement may not be modified or any right of a Party waived, except by means of an amendment which expressly references this Agreement and is duly executed by each of the Parties.

18.3. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith, in order to maintain the economic position enjoyed by each party as close as possible to that under the provision rendered unenforceable. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded, and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

18.4. Assignment. The Organization may not assign this Agreement or any of its rights or delegate any of its duties under this Agreement without the prior written consent of Distance EDU. Distance EDU may assign this Agreement to any successor entity.

18.5. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, successors and assigns. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Effective Date set forth on the first page.

Distance EDU Learning, Inc.

Date: Name: Ja me s P ulli a m , P re s ident Signature: ______

[ Hope Academy Charter]

Name/Title: David Nelson, Board President

Signature: EXH I B I T A

EN D U S ER L I C EN S E A G R EEMEN T

BY CLICKING THE ACCEPTANCE BUTTON OR INSTALLING OR USING THIS SOFTWARE, YOU AGREE TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “ DO NOT ACCEPT” BUTTON AND DO NOT INSTALL OR USE THE SOFTWARE.

1. GR ANT OF LICENSE. In consideration of payment of the license fee paid to Distance Edu (“Licensor”) by the course provider (“Licensee”), Licensor grants to You a non- exclusive, non-transferable license, without right to sublicense, to use this copy of the software and any accompanying written materials (collectively, the “Product”) for on-line education purposes only. You shall have no right to use the software to create content. Licensor reserves all rights not expressly granted to You or to Licensee. The limited license granted by this license agreement and Licensee’s payment of the license fee give You the right to use the Product in accordance with the terms of this license agreement. This license is not a sale of the original software or any copy. 2. CON FI D E N TI AL ITY . You agree that the Product is based on and includes proprietary trade secrets of Licensor. Possession and use of the Product shall be strictly in accordance with this license agreement, and receipt or possession does not convey any rights to divulge, reproduce, or allow others to use this Product without specific written authorization of Licensor. You agree not to disclose, publish, translate, release, or distribute copies of the Product or any portion thereof to others. You may not modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Product, or create derivative works based on the Product. 3. OWN ERS H IP OF PRO D UCT . Title to, ownership of, and all rights and interests in the Product, and all copies thereof, remains at all times vested in Licensor. 4. CO PY RESTRICTI ON S . The Product is copyrighted. Unauthorized copying of the Product, including software that has been modified, merged, or included with other software, is expressly forbidden. You may be held legally responsible for any copyright infringement that is caused or incurred by Your failure to abide by the terms of this license agreement. 5. TRA N SFER RESTRICTI ON S . This Product is licensed to Licensee, and may not be transferred to anyone without the prior written consent of Licensor. In no event may Licensee transfer, assign, rent, lease, sell, or otherwise dispose of the Product, or any portion thereof, on a temporary basis, except as expressly provided herein. 6. TERMI NA TI ON . This license will be terminated (a) upon any event which causes You to no longer be a student of the Licensee or (b) automatically without notice from Licensee if You fail to comply with any provision of this license. You agree to remove the software from your computer immediately upon termination. 7. LI M ITE D WA RR AN TY . THE SOFTWARE AND ACCOMPANYING WRITTEN MATERIALS, INCLUDING INSTRUCTIONS FOR USE, ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU BEAR THE ENTIRE RISK OF THE QUALITY AND PERFORMANCE OF THE PRO DUC T . 8. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, AND THE LIKE, ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitations may not apply to You. 9. GO VER NING LAW; A TT O RNEY ’ S FEES . This license agreement shall be governed by the laws of the State of Nevada, and You consent to jurisdiction by the state and federal courts sitting in the State of Nevada.

I AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. YES, I AGREE. EXH I B I T B

LI CENSED MARKS

MARK CLASS/ SERVICES

DISTANCE 42: Software for use in on-line, in-classroom or hybrid (a combination of in- EDU classroom and on-line) learning courses and programs featuring educational tools, course management, content and materials and a creative learning LEARNING environment;

Software for use in on-line, in-classroom or hybrid (a combination of in- classroom and on-line) learning courses and programs that allows students and teachers to communicate with one another and for students to collaborate with each other on projects and other learning activities to enhance peer learning;

Providing temporary use of non-downloadable software for use in on-line, in- classroom, or hybrid (a combination of in-classroom and on-line) learning courses and programs featuring educational tools, course management, content and materials and a creative learning environment;

Providing temporary use of non-downloadable software for use in on-line, in- classroom or hybrid (a combination of in-classroom and on-line) learning courses and programs that allows students and teachers to communicate with one another and for students to collaborate with each other on projects and other learning activities to enhance peer learning;

Providing computer bulletin boards, message boards, and on-line facilities for real- time interaction with other computer users concerning topics related to education and courses and programs offered off-site, on-site or a combination of off-site and on-site;

Educational services in the field of on-line, in-classroom or hybrid (a combination of in-classroom and on-line) learning;

Development of computer software for providing on-line, in-classroom or hybrid (a combination of in-classroom and on-line) learning courses and programs offered off-site or on-site;

Providing temporary use of non-downloadable computer software for use in on- line, in-classroom or hybrid (a combination of in-classroom and on-line) learning courses and programs that assists instructors in developing and creating learning outcomes and objectives, for tracking and assessing student achievement, and for providing on-line tutoring services; and

Computer software for use in on-line, in-classroom or hybrid (a combination of in- classroom and on-line) learning courses and programs that assists instructors in developing and creating learning outcomes and objectives, for tracking and assessing achievement, and for providing on-line tutoring services. MARK CLASS/ SERVICES

FINTELO 42: Software for use in on-line, in-classroom or hybrid (a combination of in- classroom and on-line) learning courses and programs featuring educational tools, course management, content and materials and a creative learning environment;

Software for use in on-line, in-classroom or hybrid (a combination of in- classroom and on-line) learning courses and programs that allows students and teachers to communicate with one another and for students to collaborate with each other on projects and other learning activities to enhance peer learning;

Providing temporary use of non-downloadable software for use in on-line, in- classroom, or hybrid (a combination of in-classroom and on-line) learning courses and programs featuring educational tools, course management, content and materials and a creative learning environment;

Providing temporary use of non-downloadable software for use in on-line, in- classroom or hybrid (a combination of in-classroom and on-line) learning courses and programs that allows students and teachers to communicate with one another and for students to collaborate with each other on projects and other learning activities to enhance peer learning;

Providing computer bulletin boards, message boards, and on-line facilities for real-time interaction with other computer users concerning topics related to education and courses and programs offered off-site, on-site or a combination of off-site and on-site;

Educational services in the field of on-line, in-classroom or hybrid (a combination of in-classroom and on-line) learning;

Development of computer software for providing on-line, in-classroom or hybrid (a combination of in-classroom and on-line) learning courses and programs offered off-site or on-site. Providing temporary use of non- downloadable computer software for use in on-line, in-classroom or hybrid (a combination of in-classroom and on-line) learning courses and programs that assists instructors in developing and creating learning outcomes and objectives, for tracking and assessing student achievement, and for providing on-line tutoring services; and

Computer software for use in on-line, in-classroom or hybrid (a combination of in- classroom and on-line) learning courses and programs that assists instructors in developing and creating learning outcomes and objectives, for tracking and assessing student achievement, and for providing on-line tutoring services. EXH I B I T C

HA R DW A R E / S Y S T E M R E QU I R E M E N T S

 Disk space: 2500MB free (min) plus as much as you need to store your materials. 5GB is probably a realistic minimum.  Memory: 256MB (min), 1GB or more is strongly recommended.

IN TER N ET SPEE D

 Minimum of 512kbps

COM P UT ER SYSTE M

 Desktop Computer  Laptop  iPad and other Android Tablet

OP ER A TI NG SYSTE M

 Windows XP SP3 and newer  Mac OSX 10.6 and newer  Linux - chromeOS EXH I B I T D

HELP DESK / LIVE CHAT (NO VOICE)

 40 HOURS A WEEK  MONDAY TO FRIDAY PST  9 – 5 DAILY

EXH I B I T E

INITIAL TRAINING

 100 Hours of initial training included in the contract.  $50 per hour over 100 hours.

EXH I B I T F

TRAINING MATERIALS

 ONLINE FREQUENTLY ASKED QUESTIONS ( FAQS) PAGE.  HELP DESK WITH TICKET SUPPORT VIA FORUM AND EMAIL.

EXH I B I T G

PATENTS

Computer systems for capturing student performance US 8326211 B1 US 8600289 B1

ABSTRACT A method of capturing student performance can be provided that includes enabling a course creator to generate assessment data related to learning assessments for an online course and to generate learning outcomes for the online course, associating the assessment data with the learning outcomes, such that at least some of the learning assessments correspond to at least some of the learning outcomes, and generating an online classroom. The method may further include providing the learning assessments to students enrolled in the online course using the online classroom, wherein the students can generate completed learning assessments, and determining, for each of the completed learning assessments, whether one or more of the learning outcomes were met by each of the students.