Terms of Service Version Effective Date: November 1, 2021 The following Achieve3000, Inc. (“Achieve3000”) Terms of Service (“TOS”) are incorporated by reference into the contract or order form (each, an “Order Form”) under which you, a school district, public or private school or other entity (“You”), have agreed to subscribe for the right to permit a certain number (up to the licensed number) of your students, parents, teachers and school administrators (as applicable, the “Authorized Users”) to whom Achieve3000 or its affiliates (Achieve3000 and its affiliates, “Us” or “We”) have provided a user ID and password to access and utilize particular educational services (each such service, a “Service”). In the event of a conflict between the Order Form under which You have agreed to make your subscription and these TOS, the conflicting term(s) of these TOS shall prevail, unless You and We expressly state in a subsequent written document that You and We intend that the conflicting terms of the Order Form prevail over the conflicting terms of these TOS. 1. CONTENT OF YOUR PURCHASE AGREEMENT This agreement, under which You are subscribing for the right to permit your Authorized Users to access and utilize particular Service(s) (this "Agreement”), consists of (a) the applicable Order Form(s) in which the specific Service(s) to be provided, the school(s) to whom the Services are to be provided, the period during which the Authorized Users shall have the right to access and utilize the identified Service(s), pricing, and other details and terms are specified; and (b) these TOS, together with our end user Terms and Conditions of Use (“Terms of Use”) and Privacy Policy. Your Order Form and these TOS contain the entire Agreement and understanding regarding our provision of the specified Service(s) to You and your Authorized Users, and supersede all prior oral and written agreements between You and Us regarding the subject of this Agreement, if any. In the event that any of the terms set forth in this Agreement are held invalid, illegal or unenforceable, all of the remaining terms of this Agreement will remain in effect. We reserve the right to amend, remove or add to these TOS at any time. Please check this page periodically for any modifications. Your continued use of Services provided by Achieve3000 shall signify your acceptance of the then-current TOS. 2. TERM OF THIS AGREEMENT Except as provided in the following sentence and unless stated otherwise in your Order Form, this Agreement shall commence on August 1 of the year in which You execute your Order Form (the “Subscription Start Date”) and shall conclude on June 30 of the following year, for single and multi year orders (the “Subscription End Date,” and such period between the Subscription Start Date and Subscription End Date constituting “the Term”). The previous sentence notwithstanding, (a) when You execute your Order Form subsequent to August 1, the Subscription Start Date shall be and the Term shall commence on such date and conclude on June 30 of the following year, and (b) the Term of all multi-year agreements shall be as indicated in your Order Form. 3. DESCRIPTION OF SERVICES The elements of each Service subscribed for hereunder (each a “Service Element”), and the date on which the appropriate Authorized Users may access and utilize each element are as follows: Service Element Date on Which the Appropriate Authorized User May First Access and Utilize This Service Element (the “Service Element Activation Date”) The specified subscription Service(s) to Achieve3000 Literacy®, Boost®, Achieve3000 Math®, Smarty Ants®, LevelSet® and eScience3000® service, including Student, Teacher and Home edition, and standards alignment services. Thirty (30) days before the Subscription Start Date (or as of the actual order date, if the order date is less than thirty (30) days before the Subscription Start Date) LevelSet® Placement Test, an online assessment which measures students’ reading abilities for accurate placement in the content. The later of Subscription Start Date or school start date Interim Test, an online assessment which refines the data about students’ reading abilities at some point during the Term after the placement test. During December for full-year implementations and for partial year implementations that span the first school semester During April for partial year implementations that span only the second school semester Post Test, a final assessment of students’ reading levels at the culmination of the program. Sixty (60) days prior to the Subscription End Date Online Professional Development materials for educators delivering differentiated reading instruction Subscription Start Date On-Site Professional Development sessions As indicated in this Agreement Online Professional Development sessions As indicated in this Agreement 4. LICENSE GRANT Effective as of the Service Element Activation Date applicable to each Service Element, your appropriate Authorized Users are granted a limited, non-transferable, non-sub-licensable, non-exclusive, personal license (revocable in the event of breach) to access and utilize the applicable Service Element that You have subscribed for the right to access and utilize, solely for educational purposes and solely as permitted by this Agreement, during the Term. The term “appropriate” here means that Service Elements intended for use by students may be accessed and utilized by any Authorized User, and that Service Elements intended for use by teachers and school administrators may only be accessed and used by Authorized Users functioning in those roles. The foregoing notwithstanding, We will not be obligated to provide any Service to any Authorized User other than a student who has not agreed (i) to our Privacy Policy and (ii) to comply with our Terms of Use. We reserve the right to change our Privacy Policy and Terms of Use at any time without prior notice. We will charge You for each Service You subscribe for based on the number of permitted users or “Licensed Seats” You elect for that Service and the applicable license pricing for the Service. To allow You additional flexibility in your use of the Services for appropriate purposes, We may permit Authorized Users in excess of the then-current number of Licensed Seats You have already subscribed for that Service (“Additional Users”). From time to time during the Term, We will compare the number of Authorized Users You have provided with access to a Service with the number of Licensed Seats You have subscribed for that Service. If the number of Authorized Users exceeds the number of Licensed Seats You have subscribed for the Service, We will notify You in writing and invoice You for the Additional Users We have identified through Our comparison. We will work with You to resolve promptly any question or issue You may have regarding the number of Additional Users We have identified or the associated additional Service fees We have invoiced for those Additional Users. You are responsible for all activities conducted under your Authorized User logins and for their compliance with these TOS. 5. RESERVATION OF RIGHTS; RESTRICTIONS ON USE; CONTENT DISCLAIMER Every aspect of each Service, including its underlying concepts, methodologies, processes, formats, specifications, other know-how, site layout, design, images, programs, text, forms and other information (collectively its “Content”), is solely our property and the property of our licensors. You receive no rights to or interest in any Content other than the rights conferred upon You by Section 4 of these TOS. All Content is protected by copyright and other intellectual property laws, and nothing herein grants You any ownership interest in any Content or any right with respect to any Content other than those rights expressly granted in Section 4 of these TOS. You and your Authorized Users may not permit any third party whom We have not provided a user ID and password to access or utilize any Service. You and your Authorized Users may not copy, modify, translate, decompile, disassemble, reverse engineer, or otherwise attempt to discover the source code of any software used to provide any Service or permit any other party to do so. Content may not be merged with any other service or software, or be adapted or modified in any way, by anyone. You and your Authorized Users may not (a) copy, reproduce, publish, distribute, modify, transfer or in any way commercially exploit any part of the Content, (b) mirror the Content on any other server, (c) create any derivative works, (d) attempt to avoid, circumvent, or disable any security device, procedure, protocol, or mechanism that may be established with respect to the Content or (e) delete, alter, cover, or distort any copyright, trademark, or other proprietary rights notice placed on or in the Content. You and your Authorized Users may not use any Service in a manner that includes any service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single Authorized User login, or time-sharing of such Service. You and your Authorized Users may not use any Service in a manner that is contrary to applicable law, sanctions, or restrictions on sale, or in violation of any third-party rights of privacy or intellectual property rights. You and your Authorized Users may not use unauthorized modified versions of any Service, including (without limitation) for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to such Service. You and your Authorized Users may not engage in systematic retrieval of Content from the Services to create or compile, directly or indirectly, a collection, compilation, database or directory of any kind without our written permission. You may not use any robots, spiders, crawlers or other automated downloading programs or devices to search any Content, harvest personal information, or cause disruption to the Service. You and your Authorized Users may not publish, post, upload or otherwise transmit any Content that contains any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another. You and your Authorized Users may print or download Content for your own personal educational use, provided such Content is clearly made available to be printed or downloaded, and provided, further, You keep intact all copyright and other proprietary notices. You and your Authorized Users should review the governing licensing restrictions associated with any Content or content or materials in the Service(s) designated as “open”, OER, or available for public use, before using any such content or materials. We do not grant you rights of any kind to use such content or materials outside of the Service. You and your Authorized Users may be permitted to upload third-party content for use with the Service(s) (“Service Uploads”). You represent and warrant that prior to providing any upload You will have all necessary rights to provide the Service Uploads, and that your Service Uploads will not infringe any third-party rights, including any intellectual property or proprietary rights. You grant Achieve3000 the right to make your Service Uploads available to users in the same manner and to the same extent as the Content provided in the applicable Service. Additional terms and options for Service Uploads may be presented through the applicable upload interface available with the Service which shall be in addition to, and not instead of, these TOS. Achieve3000 shall have the right, but not the obligation, to remove any Content at any time. 6. COMMENTS During the Term, You, through your employees and agents, may contribute certain ideas, comments, criticisms, and suggestions for improvements, modifications, and other changes to the Services (including with respect to associated Content) (collectively, “Comments”). You agree that We may use, modify, and incorporate these Comments as and when We see fit and will own all rights to such Comments as incorporated into our Services. 7. PAYMENT TERMS Payment of the amounts set forth on each invoice shall be due within thirty (30) days of the date of the invoice In the event that timely payment is not received, We shall have the right to deny You and your Authorized Users access to the Services until payment in full is received, without limitation or waiver of any other right or remedy available under these TOS or at law. 8. TAXES AND TAX RELATED OBLIGATIONS The rates and charges for Services may not include, and You acknowledge that You are responsible for, any sales, use, excise, gross receipts, personal property, privilege, and value added tax liabilities and any other duties or other transaction taxes or charges imposed by any governmental entity for products and Services provided under this Agreement, excluding only taxes based solely on our net income. You shall hold Us harmless from all claims and liabilities arising from the failure to pay any such taxes, including penalties, interest, duties, tariffs or charges. You will promptly reimburse Us for any and all taxes, assessment, permits and fees that We may be required to pay in connection with this Agreement or its performance. You acknowledge that contemporaneous documentation (e.g., exemption certificate, etc.) is critical to ensure that appropriate tax treatment is afforded and You agree to provide Us with the required documentation in a timely manner. 9. STUDENT DATA In order to enable Us to provide the Services to You and your Authorized Users, You shall provide Us the following data in electronic form (in .CSV (comma separated values) or .XLS (Excel) format) regarding each student whom You want to enable to use a Service: name of the student’s school and school district, student ID number, student first name, student last name and student grade level (collectively, “Student Data”). Alternatively, You can upload the data yourself. Visit the Achieve3000 Hub at hub.achieve3000.com for secure data upload instructions. Alternative methods for providing Student Data electronically include transferring Student Data through a standards-based API or through on-demand electronic transfer through Authorized User login using standards-based SSO. Student Data can be transferred to Us using a secure file sharing service, SFTP, or any other method required by You. All Student Data received from You will be stored on a secure server and accessible only to our personnel on a need-to-know basis. The Student Data received from You will be matched to our usage records using student IDs or student names (provided by You during the rostering process). You agree that Student Data may be shared with external contractor(s) who are under contract with Us to protect the confidentiality of shared information and meet all standards of confidentiality described in these TOS. All Student Data collected by Us will be kept strictly confidential, consistent with the terms of these TOS. Student Data received from You will only be used for the purposes described in these TOS or as otherwise agreed in writing by You and Us. At such time as You require by written notice, Achieve3000 will purge Student Data from all storage media, except Student Data stored as a copy as part of a disaster recovery storage system and that is (a) inaccessible to the public, and (b) unable to be used in the normal course of business by Us. We may collect usage data, query data and other aggregated or de-identified data in connection with your use of our Services. We may use such data for purposes of maintaining or improving our Services (e.g., improving the efficacy of our Services or corroborating the data in our databases) the development of revised or new products or services. Provided that none of your Authorized Users or students is individually identifiable and none of your Confidential Information is disclosed, We may also collect, retain, disclose, distribute and otherwise utilize such aggregated or de-identified data. In our receipt and handling of Student Data, We will act as your contractor and provider of institutional or assessment services, as applicable, and will comply with associated provisions of the Department of Education’s regulations under the federal Family Educational Rights and Privacy Act or “FERPA”. We will only use Student Data in a manner that complies with Sections 99.33(a) of the Department of Education’s FERPA regulations and is consistent with our Privacy Policy (which is set forth at http://www.achieve3000.com/privacy-policy/). You will treat Us as a “School Official” as defined under FERPA and our staff as authorized school recipients of education records under FERPA. In addition, we do and will comply with the provisions of the Children’s Online Privacy Protection Act (“COPPA”) in the operation of the Achieve3000 websites through which your Authorized Users will access and use Services. As permitted by COPPA, We rely on You in place of a parent or legal guardian to provide consent and authorization regarding use of the Services and collection of personally identifiable information of students under 13. Notwithstanding our reservation of the right to revise these TOS and our Privacy Policy, no change to these TOS or our Privacy Policy that materially diminishes protections afforded Student Data will become effective with respect to You or your Authorized Users unless and until we have advised You of such change and received your written consent (email to suffice) to such change. 10. TEACHER AND ADMINISTRATOR PREPARATION You will require the teacher of each class of students utilizing a Service to be familiar with its use before the teacher permits students, parents, and administrators to access and utilize the Service. Implementation planning and initial training Professional Development sessions, whether online or on-site, must be completed no later than sixty (60) days after the Subscription Start Date. All subsequent Professional Development sessions subscribed for hereunder, whether online or on-site, must be completed before the end of the period indicated in Your Order Form. Such session(s) shall not “roll over” to a subsequent period and You will not be entitled to a refund for such unused sessions. All Professional Development sessions, whether online or on-site, not scheduled by You within the appropriate time frame as described in this paragraph shall be treated as having been duly provided by Us. Confirmed Professional Development sessions may be postponed and rescheduled without charge only upon seventy-two (72) hours’ prior notice. Professional Development sessions canceled or postponed on less than seventy-two (72) hours’ prior notice shall be treated as having been duly provided by Us. We may make additional Professional Development opportunities available from time to time, on a selective basis. The reasonable and verifiable costs of participation in such events, as well as any associated travel costs, are included in the cost of the Services. 11. INVALID LEVELSET ASSESSMENTS All potentially invalid LevelSet assessments are flagged in a report for Your teachers and it is up to those teachers to have the individual student retake the relevant LevelSet assessment. 12. EMAIL COMMUNICATIONS You hereby authorize Us to send electronic mail to your teachers and school administrators for the following purposes: delivering Professional Development and similar materials to your teachers and administrators; and advising You of changes or additions to our Services or about any of our Services. 13. USER CONDUCT You agree that our Terms of Use set forth at http://www.achieve3000.com/terms-of-use/ are reasonable and appropriate, and shall undertake reasonable measures to assist Us in enforcing such Terms of Use. Derogatory, harmful or unlawful conduct is not permitted on any Services. Your Authorized Users are not permitted to upload, distribute through, or otherwise publish any content which is libelous, defamatory, obscene, pornographic, threatening, invasive of privacy or publicity rights, abusive, illegal or otherwise objectionable that would constitute or encourage a criminal offense, violate the rights of any party violate any law, or otherwise violate the Code of Conduct or any other provisions of the Terms of Use. 14. TERMINATION We may terminate this Agreement immediately for default if You fail to cure all material defaults in performance within five (5) business days of receipt of our written notice of Your default(s) (other than breach of Your payment obligations, for which We may terminate this Agreement immediately). No sooner than one (1) year after You accept these TOS, We may terminate this Agreement on at least sixty (60) days prior written notice. You may terminate this Agreement by (a) providing Us with no less than thirty (30) days prior written notice or (b) ceasing all access to the Service(s) for six (6) months or longer. Immediately upon the termination or expiration of any of Your Order Forms or this Agreement You and Your Authorized Users shall immediately cease use of all Service(s) subscribed for under that Order Form. 15. CHANGES TO SERVICES We are constantly innovating in order to provide the best possible instructional solutions to our customers’ Authorized Users. You acknowledge and agree that the form and nature of the Services may change from time to time without prior notice to You. You further acknowledge that We may stop (permanently or temporarily) providing any features or may add new features within any Service at our sole discretion without prior notice to You. 16. LINKS TO OTHER SITES Our Services may contain hyperlinks to other sites or resources that are provided solely for the convenience and information of your Authorized Users. We are not responsible for the availability of external sites or resources linked, and do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from, or policies employed by, such sites or resources. We make no representations as to the quality, suitability, accessibility, functionality, or legality of any sites to which links may be provided. Accordingly, You should review the terms and conditions and privacy policies of each linked site, as its policies may differ from ours. If your Authorized Users decide to access linked third-party content and sites, they do so at their own risk. 17. CONFIDENTIALITY “Confidential Information” shall mean any and all non-public proprietary business, technical, and operational information disclosed by one party to the Agreement to the other party, including by or through its respective employee, agent, contractor, or representative, during the Term of this Agreement or in connection with correspondence or negotiations culminating in this Agreement, provided such information is clearly marked as “proprietary” or “confidential” or is of such nature that a person would reasonably understand the information to be of a confidential or proprietary nature. Each party agrees to secure and protect the Confidential Information of the other in a manner consistent with the maintenance of the other party’s rights therein, using at least as great a degree of care as it uses to maintain the confidentiality of its own confidential information of a similar nature, but in no event less than reasonable efforts. Each party agrees to hold the Confidential Information of the other party in confidence, not to disclose it to others or use it in any way, commercially or otherwise, except as authorized in writing by the disclosing party or in performance of its obligations under this Agreement. Notwithstanding Achieve3000’s Privacy Policy, Confidential Information of a party shall not include information which: (i) is as of the time of its disclosure or thereafter becomes part of the public domain, with the exception of Student Data, through a source other than the receiving party and without claim or challenge by the disclosing party to such public disclosure; (ii) was rightfully known to the receiving party as of the time of its disclosure; (iii) is independently developed by the receiving party without reference to or reliance on Confidential Information of the disclosing party; or (iv) was received by the receiving party from a third party without any confidentiality obligation owed to the disclosing party. Notwithstanding a party’s obligations hereunder, it may disclose the other party’s Confidential Information if it the party is required to disclose such Confidential Information pursuant to a duly authorized subpoena, court order, or government authority, whereupon the party subject to same shall provide prompt written notice to the other party prior to such disclosure, so that such other party may seek a protective order or other appropriate remedy. 18. DATA OWNERSHIP AND LOCATION OF SERVICES You will own data on your Authorized Users’ use of our Services (“Program Data”) and the Student Data You provide to us. At your written request, We will return or destroy in a verifiable manner Student Data in our possession and provide You with copies of associated Program Data We have not previously provided to You. You agree that we may use Student Data and Program Data to provide and maintain the Services, and that we may use Program Data for our internal purposes, for example, improvement, development, and assessment of Services and Content. The Services and Content are provided from, and Student Data and Program Data are stored on, servers located in the United States. You acknowledge and agree that we may provide the Services and Content, and store Program Data and Student Data, in this manner. If you use the Services from a region of the world with laws governing data collection and use that differ from those of the United States, then you acknowledge and agree that you are responsible for compliance with local laws, if and to the extent local laws are applicable. 19. WARRANTIES AND DISCLAIMER; LIMITATION OF LIABILITY; INDEMNIFICATION We warrant that We have the full authority to grant the rights granted to You herein. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY WE DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO ANY CONTENT OR SERVICE PROVIDED HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OR UTILITY OF CONTENT, EFFECTIVENESS OF ANY SERVICE IN IMPROVING ANY STUDENT SKILL OR CAPABILITY, OR NONINFRINGEMENT, AND ANY WARRANTY THAT ANY SERVICE WILL BE ERROR-FREE, AVAILABLE AT ALL TIMES OR WITHOUT INTERRUPTION. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, EACH SERVICE IS PROVIDED “AS IS” AND WITH ALL FAULTS, AND YOU UNDERSTAND THAT YOU ARE ASSUMING ALL RISKS OF THE SERVICE’S USE, QUALITY, AND PERFORMANCE. IN NO EVENT SHALL EITHER YOU OR WE, INCLUDING EITHER OF OUR DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR COVER DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY EITHER YOU OR US OR ANY THIRD PARTY, EVEN IF YOU OR WE, AS THE CASE MAY BE, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL WE BE RESPONSIBLE OR LIABLE FOR ANY INJURY THAT MAY BE ATTRIBUTED TO THE CONTENT OF COMMUNICATIONS TRANSMITTED BY MEANS OF A SERVICE BY ANY PERSON OTHER THAN OUR EMPLOYEES OR AGENTS. OUR TOTAL LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT FOR ANY REASON SHALL BE LIMITED TO DIRECT DAMAGES UP TO THE TOTAL AMOUNT OF FEES YOU PAID DURING THE TERM OF YOUR WRITTEN ORDER OR AGREEMENT. THE FOREGOING LIMITATIONS APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, NEGLIGENCE AND OTHER TORTS. IN NO EVENT SHALL WE, INCLUDING OUR DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND OUR LICENSORS BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH THE USE OF OR RELIANCE ON ANY CONTENT OR ANY SERVICE. To the extent that We may not as a matter of applicable law disclaim an implied warranty, the scope and duration of such warranty will be the minimum permitted under such law. FURTHER, IN NO EVENT SHALL WE, INCLUDING ANY OF OUR DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, OR LICENSORS BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH THE USE OF OR RELIANCE ON ANY SERVICE OR CONTENT PROVIDED HEREUNDER TO YOU OR TO ANY AUTHORIZED USER. We agree to indemnify and defend You and your employees and agents from and against any action, claim, demand, or liability, including reasonable attorney’s fees and costs, arising from or relating to a claim that the technology platform underlying a Service provided to You hereunder infringes upon the copyright of a third party. If any such Service is held to infringe, or if in our opinion, such a claim is likely to occur, We may, at our sole option and expense, either: (i) procure for You and your Authorized Users the right to continue using the Service in question; or (ii) replace or modify the infringing Service Elements so that they become non-infringing as long as functionality is not materially and adversely affected. If neither alternative (i) nor (ii) is reasonably available, then We may terminate your license to access and utilize the allegedly infringing Service. The preceding sentences in this bullet states our entire liability and obligation, and your exclusive remedy, for infringement. To the extent permitted by law, You shall indemnify, defend and hold harmless Us and our parent, affiliates, successors and assigns and their respective officers, employees and agents from and against any and all liabilities, claims, demands, losses, damages, costs and expenses, including reasonable attorneys’ fees, related to or arising out of Your use of the Services, except to the extent that such claim is subject to Our indemnification obligations hereunder. 20. GENERAL Nothing in this Agreement shall cause the relationship between You and Us to be anything other than that of independent contractors. None of your and our actions under this Agreement shall be joint, and You and We have not formed, and shall not form, a joint venture to perform any of our respective obligations hereunder. The failure of either party to require performance of any part of these TOS shall not be deemed a waiver of any present or future right. Modifications of this Agreement shall be binding only if in writing and signed by an authorized representative of both You and Us. The rights and obligations of each party established herein are intended for the sole use and benefit of each of the parties and no one else. Accordingly, these TOS confers no rights upon any third party. Except for payment obligations, neither party shall be responsible for any delay or failure in its performance to the extent such delay or failure is caused by causes beyond a Party’s reasonable control. You may not assign this Agreement without our prior written consent, and any attempted assignment of this Agreement without such consent shall be null and void. All notices, including notices of address changes, required to be sent hereunder shall be in writing and shall be deemed to have been given when mailed by registered or certified mail, postage prepaid to You at the address set forth in Your Order Form, and to Us at Achieve3000, Inc., 331 Newman Springs Road, Suite 304, Red Bank, NJ 07701, Attn: Chief Executive Officer, or to You or Us at such other address as You or We may designate in writing from time to time. The following Sections shall survive the termination or expiration of this Agreement: 1, 5 – 9, 14, and 17 – 21. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York, USA, without regard to its principles of conflict of laws. You and We each agree that sole and exclusive jurisdiction and venue for any action or litigation relating to this Agreement shall reside with a federal or state court located in the State of New York. 21. OUR CONTACT INFORMATION Achieve3000, Inc. 331 Newman Springs Road, Suite 304 Red Bank, NJ 07701 732-367-5505 office@achieve3000.com ADDITIONAL RESOURCES Achieve3000 Technical and Organizational Measures Data Processing Addendum to Achieve3000 Terms of Service and Master Subscription Agreement Prior Terms of Service effective August 5, 2020 About UsCareers Contact Us Press Room Privacy Policy Terms of Use Terms of ServiceStatusSystem Requirement Copyright © 2021 Achieve3000 | All rights reserved By clicking “Accept All Cookies”, you agree to the storing of cookies on your device to enhance site navigation, analyze site usage, and assist in our marketing efforts. Cookies Settings Accept All Cookies