SAAS TERMS OF SERVICE

KLEO, INC. D/B/A CLASSWALLET (“CLASSWALLET”) IS WILLING TO GRANT ACCESS TO THE SAAS PLATFORM TO YOU AS THE COMPANY OR THE LEGAL ENTITY THAT WILL BE UTILIZING THE SAAS PLATFORM (REFERENCED HEREIN AS “CLIENT” OR “YOU”) AND ITS AUTHORIZED USERS (AS DEFINED HEREIN) ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT (AS DEFINED BELOW). BY ENTERING INTO THIS AGREEMENT ON BEHALF OF THE CLIENT, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE CLIENT TO THIS AGREEMENT. CLIENT AND CLASSWALLET MAY EACH ALSO BE REFERRED TO AS A “PARTY” AND TOGETHER THE “PARTIES”.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SAAS PLATFORM. THESE SAAS TERMS OF SERVICE (THE “AGREEMENT”) CONSTITUTES A LEGAL AND ENFORCEABLE CONTRACT BETWEEN CLIENT AND CLASSWALLET. BY INDICATING CONSENT ELECTRONICALLY OR ACCESSING OR OTHERWISE USING THE SAAS PLATFORM, CLIENT AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF CLIENT DOES NOT AGREE TO THIS AGREEMENT, DO NOT INDICATE CONSENT ELECTRONICALLY AND MAKE NO FURTHER USE OF THE SAAS PLATFORM.

1. ACCESS AND USE.

   1. Access and Use. Subject to payment of all applicable fees set forth in the Order and the terms and conditions of this Agreement, ClassWallet grants to Client, during the Subscription Term, a non-exclusive, non-transferable right to access and use (and permit its Authorized Users to access and use) the SaaS Platform and applicable Documentation solely within the designated geographic area and for the Business Purpose in accordance with the Documentation and in the quantity and for the duration specified in the applicable Order. ClassWallet may update or upgrade the SaaS Platform from time to time in its sole discretion. Client shall not permit any third-party access to the SaaS Platform or Services provided by ClassWallet, unless expressly authorized and agreed to in writing by ClassWallet. Client is responsible for the acts and omissions of its Authorized Users.
   2. Access and Use Restrictions. Client shall use the SaaS Platform only as intended and provided for by this Agreement and any applicable Order. Client shall not (directly or indirectly): (a) reproduce or copy the SaaS Platform or the Documentation except as permitted under this Agreement; (b) exceed the subscribed quantities, users, or other entitlement measures of the SaaS Platform as set forth in the applicable Order; (c) remove or destroy any copyright, trademark, or other proprietary marking or legends placed upon or contained in the SaaS Platform, Documentation, or ClassWallet Intellectual Property; (d) assign, sell, resell, sublicense, rent, lease, time-share, distribute, or otherwise transfer the rights granted to Client under this Agreement to any third party, except as expressly permitted by this Agreement; (e) modify, reverse engineer, or disassemble the SaaS Platform; (f) except to the limited extent applicable laws specifically prohibit such restrictions, decompile, attempt to derive the source code or underlying ideas or algorithms of any part of the SaaS Platform, attempt to recreate the SaaS Platform or use the SaaS Platform for any competitive or benchmarking purposes; (g) create, translate, or otherwise prepare derivative works based upon the SaaS Platform, Documentation, or ClassWallet Intellectual Property; (h) interfere with or disrupt the integrity or performance of the SaaS Platform; (i) attempt to gain unauthorized access to the SaaS Platform or its related systems or networks or perform unauthorized penetration testing on the SaaS Platform; (j) use or permit the use of the SaaS Platform in a manner that infringes on the Intellectual Property rights, publicity rights, or privacy rights of any third party or applicable law; (k) store or transfer defamatory, trade libelous, or otherwise unlawful data; (l) except as otherwise agreed by the parties, store in or process any personal health information or data, credit card data, personal financial data, or other such sensitive regulated data not required by the Documentation.
   3. Login Access to the SaaS Platform. Client is solely responsible for ensuring: (a) that only appropriate Authorized Users have access to the SaaS Platform; (b) that such Authorized Users have been trained in proper use of the SaaS Platform, including the terms of this Agreement and ClassWallet’s Acceptable Use Policy located at www.classwallet.com/acceptable-use-policy; and (iii) proper usage and security of passwords, tokens, and access procedures with respect to logging into the SaaS Platform by Client or any Authorized Users.
   4. Refusal of Registration. ClassWallet reserves the right to refuse registration of, or to cancel, a specific Authorized User’s access and use of the SaaS Platform if ClassWallet knows or reasonably suspects that such Authorized User’s access or use is (i) malicious or otherwise harmful to the Client itself; (ii) malicious or otherwise harmful to the SaaS Platform or ClassWallet’s other clients; or (iii) in violation of the terms and conditions set forth in this Agreement, in which case ClassWallet will promptly inform Client in writing of such refusal or cancellation.
   5. Suspension of Access. In its sole discretion, ClassWallet may suspend or discontinue its obligations to provide the SaaS Platform, provide any applicable Professional Services, or make the SaaS Platform unavailable under this Agreement if Licensing Fees or Implementation Fees due by the Client are more than thirty (30) days past due. ClassWallet will provide prior notice to such suspension if permitted by applicable law or unless ClassWallet reasonably believes that providing such notice poses a risk to the security of the SaaS Platform. ClassWallet reserves the right to suspend Client’s access to the applicable SaaS Platform upon 30 days’ written notice to Client if there is an uncured material breach of this Agreement. In addition to the rights set forth in this Agreement, ClassWallet may suspend Client’s or a specific Authorized User’s access to and use of the SaaS Platform if: (i) there is an unusual and material spike or increase in Client’s use of the SaaS Platform and ClassWallet reasonably suspects or knows that such traffic or use is fraudulent or is materially and negatively impacting the operating capability of the SaaS Platform; (ii) such access and use is malicious or otherwise harmful to the Client itself; (iii) such access and use is malicious or otherwise harmful to the SaaS Platform or ClassWallet’s other clients. ClassWallet will promptly reinstate Client’s access and use of the SaaS Platform/provision of the Professional Services once the issue has been resolved.
   6. Third Party Materials. The SaaS Platform include Third-Party Materials, the use of which is subject to their respective Third-Party Licenses, as indicated in the Documentation. ClassWallet warrants that the inclusion of such Third-Party Materials in the SaaS Platform will not (i) prevent Client from exercising the license rights provided to Client herein with respect to the SaaS Platform; or (ii) limit Client’s ability to use the SaaS Platform in accordance with the Documentation. Nothing herein shall derogate from the mandatory rights that Client may have under any Third-Party License, if any.
   7. Marketplace Vendors. Client may choose to enable its Authorized Users to purchase from Marketplace Vendors within the ClassWallet Marketplace as part of its subscription to the SaaS Platform, as set forth in an applicable Order. ClassWallet does not control and has no liability to Client in respect of Marketplace Vendors or their respective actions or omissions, including their security, functionality, operation, or availability. If Client enables its Authorized Users to purchase via a Marketplace Vendor, ClassWallet may access and exchange Client Data with the Marketplace Vendor on Client’s behalf solely for the purpose of providing the SaaS Platform. ClassWallet does not have control over how the Marketplace Vendors or their providers use Client Data. ClassWallet has no liability for any data or information that Client provides directly to the Marketplace Vendors.
   8. Administrators. Client shall designate an Authorized user as an administrator with control over Client’s account and purchase authorizations, including management of Users and Client Data, as described in the Documentation (each an “Administrator”). Client is fully responsible for its choice of Administrators and any actions the Administrator(s) take with respect to (i) the SaaS Platform, (ii) permissions granted to Authorized Users based on the instruction, direction, or actions of any Administrator, or (iii) authorizations related to disbursement of Funds by any Administrator. Client acknowledges and agrees that ClassWallet shall be entitled to rely and act upon the instructions of any Administrator in all respects, and that Administrator may bind Client in all respects, subject to the terms and conditions of the Documentation and this Agreement. Client agrees that ClassWallet’s responsibilities do not extend to internal management or administration of the SaaS Platform for Client, or compliance with any rules or guidelines attached to the Funds outside of specific Client direction or instruction.
   9. Support. If set forth in the applicable Order, ClassWallet shall make available to Client technical support in accordance with the Support Services terms applicable to the SaaS Platform. Upon notification from ClassWallet, Client shall promptly; update any Agents on Client systems that interact with the SaaS Platform; and/or as applicable ensure that all Authorized Users download and install all available updates for locally installed components without undue delay. Client acknowledges and agrees that its failure to timely install such updates may result in disruptions to or failures of the SaaS Platform, security risks or suspension of Client’s access to the SaaS Platform, without any liability on the part of ClassWallet to Client.

2. PAYMENT AND TAXES.

   1. Payment Terms.
      1. Payment of Licensing Fees or Implementation Fees. Unless otherwise set forth in an applicable Order, Client shall pay all invoices for Licensing Fees or Implementation Fees within thirty (30) days of the date of invoice, without any deduction or set-off (except for any amount disputed by Client promptly, in writing, and in good faith), and payment will be sent to the address specified by ClassWallet.
      2. Payment of Funding Invoices. Client shall pay all invoices for Funding of ClassWallet Segregated Account immediately in accordance with the terms of the Order, without any deduction or set-off (except for any amount disputed by Client promptly, in writing, and in good faith), and payment will be sent to the address specified by ClassWallet.
   2. Late Fees and Collections. Any amounts arising in relation to this Agreement that are not paid when due may be subject to a late charge of one and one-half percent (1.5%) per month on the unpaid balance or the maximum permitted by the applicable law, whichever is less. Client agrees to pay, to the extent permitted by law, the expenses of enforcement and collection of any amounts overdue including, without limitation, administrative costs, attorneys’ fees and costs, and collection company fees. ClassWallet may assess late fees to any delinquent billing account after the grace period has ended. In the event of a returned payment on a billing account or financial aid application, ClassWallet may assess a returned payment fee payable Client or its Authorized User, as applicable.
   3. Taxes. All amounts due under this Agreement are exclusive of any applicable taxes levied (currently or in the future) on the SaaS Platform, including without limitation, sales, use, value-added, and withholding taxes, and Client shall pay or withhold all such taxes as required by law. Unless otherwise agreed between the Parties, Client will be liable for compliance with reporting and payment of such taxes in its tax jurisdiction. ClassWallet shall include the taxes on its invoice to Client and remit such taxes collected to the relevant taxing authority if required by applicable law. ClassWallet will be responsible for direct taxes imposed on ClassWallet’s net income or gross receipts in its tax jurisdiction. Notwithstanding the foregoing, all payments made under this Agreement shall be in cleared Funds, without any deduction or set-off, and free and clear of and without deduction from any taxes or other withholdings of any nature.

3. FUND COLLECTION AND REMITTANCE.

   1. Chartered Banking Entity. Client acknowledges and agrees that ClassWallet is not a chartered banking entity.
   2. Agency Authorization. Client authorizes ClassWallet to act as an agent for Client to collect and distribute Funds at the direction of Authorized Users. Any Funds that ClassWallet collects as agent for the Client at the Client’s direction shall be retained by ClassWallet and remitted, as applicable, to or at the direction of the Client or its Authorized Users in accordance with the timelines established for each product. ClassWallet or its authorized banking partner shall hold the Funds it collects from the Client in a segregated account (the “ClassWallet Segregated Account”) solely for the purpose of collecting Funds from the Client, and remitting them to the Authorized Users, as agreed and permitted by law.
   3. Financial Responsibility. By acting as a conduit between the Client and the Authorized Users, ClassWallet exercises no control over the Funds other than as contemplated herein. ClassWallet will not commingle its own Funds in the ClassWallet Segregated Account. ClassWallet will not use the Funds for its own benefit, except as may be explicitly permitted by the Client. To the extent consistent with the terms of the applicable Order and consistent with applicable law, ClassWallet reserves the right to deduct any late fees, processing fees, and other fees from the Funds in the ClassWallet Segregated Account, as applicable.
   4. Ownership of Funds. Except as set forth above, all Funds in the ClassWallet Segregated Account shall be the property of the Client.
   5. Responsibility for Funds. ClassWallet is entitled to rely entirely on the instructions of Client, or Client’s Administrators or Authorized Users designated by Client in respect of instructed transactions and the disbursement of funds. Client acknowledges and agrees that Client is ultimately responsible for the approval of transactions and disbursement of Funds, regardless of whether such transactions are instructed by or at the direction of Client, Client’s Administrators, or Authorized Users. ClassWallet’s only obligation with regards to the disbursement of Funds is to follow the direction of Client, Client’s Administrators or Authorized Users, subject in all respects to the conditions and limitations of this Agreement. ClassWallet shall have no liability to Client for any Funds that are disbursed in accordance with the instructions or directions of Client, Client’s Administrators, or Authorized Users, whether or not such funds are disbursed in accordance with any program guidelines for specific Funds.

4. RIGHTS IN INTELLECTUAL PROPERTY.

   1. Intellectual Property. Except for the rights granted in this Agreement, all rights, title, and interest in and to the SaaS Platform, Documentation, and ClassWallet Intellectual Property are hereby reserved by ClassWallet and its licensors. Except as provided herein, all rights, title, interest in, and to Client Intellectual Property are hereby reserved by Client and its licensors. Nothing in this Agreement shall transfer ownership of any Intellectual Property from one Party to the other.
   2. Work Product. All Work Product created by ClassWallet pursuant to or in connection with this Agreement, including derivative works and compilations, and whether or not such Work Product is referred to as a “work for hire”, “work made for hire”, or similar, shall be the exclusive property of ClassWallet. Client and ClassWallet agree that such original works of authorship are not “work made for hire” of which Client is the author within the meaning of the United States Copyright Act. To the extent that ClassWallet is not the owner of the intellectual property rights in such Work Product, Client hereby irrevocably assigns to ClassWallet any and all of its rights, title, and interest in all original Work Product created pursuant to this Agreement or the provision of the SaaS Platform, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. Upon ClassWallet’s reasonable request, Client shall execute such further documents and instruments necessary to fully vest such rights in ClassWallet. Client forever waives any and all rights relating to original Work Product created pursuant to this Agreement, including without limitation, any and all rights arising under 17 USC §106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications.
   3. Client Marks and Client Data. Client owns all right, title, and interest in Client Data and Client Marks. Nothing in this Agreement shall be construed to grant ClassWallet any rights in Client Data or Client Marks beyond those expressly provided herein, or as mutually agreed otherwise by the Parties. Client grants to ClassWallet the limited, non-exclusive, worldwide license to (i) use and view the Client Data for providing and improving the SaaS Platform and (ii) use the Client Marks in association with the distribution of the Funds via the SaaS Platform and all purposes contemplated under this Agreement. Client grants ClassWallet the right to make de minimis changes (including manipulations, modifications, and edits) to Client Data (including that of Client’s Administrators and Authorized Users) provided by ClassWallet in in order to provide the SaaS Platform and Services provided hereunder.
   4. Usage Analytics and Suggestions. ClassWallet shall be permitted to collect and use the Usage Analytics for its reasonable business purposes and for the Client’s benefit (including research and development statistical analyses, monitoring and management of ClassWallet’s SaaS Platform). Other than for the purpose of providing the SaaS Platform to the Client, in the event that ClassWallet wishes to disclose the Usage Data or any part thereof to any unaffiliated third party (either during the Subscription Term or thereafter), such data shall be deidentified and/or presented in the aggregate so that it will not identify Client or its Authorized Users. The foregoing shall not in any way limit ClassWallet’s confidentiality obligations pursuant to Section 5 below. To the extent that Client or its Authorized Users provide ClassWallet with Feedback, such Feedback: (i) shall be free from any confidentiality restrictions or obligations that may otherwise be imposed upon ClassWallet pursuant to this Agreement and (ii) may be implemented or utilized by ClassWallet in its sole discretion. Client acknowledges that any ClassWallet products or materials incorporating any such Feedback are the sole and exclusive property of ClassWallet.

5. CONFIDENTIALITY.

   1. Confidential Information. The Parties acknowledge that each Party (the “Disclosing Party”) may disclose certain valuable Confidential Information to the other Party (the “Recipient”). The Recipient may only use the Disclosing Party’s Confidential Information to fulfill the purpose of this Agreement and in accordance with the terms of this Agreement. The Recipient will protect the Disclosing Party’s Confidential Information by using at least the same degree of care as the Recipient uses to protect its own Confidential Information of a like nature (but no less than a reasonable degree of care) to prevent the unauthorized use, dissemination, disclosure or publication of such Confidential Information. Notwithstanding the foregoing, the Recipient may disclose Confidential Information to its employees, advisors, consultants, and agents on a need-to-know basis and provided that such party is bound by obligations of confidentiality substantially similar to those contained herein. This Section 5 supersedes any and all prior or contemporaneous understandings and agreements, whether written or oral, between the Parties with respect to Confidential Information and is a complete and exclusive statement thereof. Additionally, the obligations set forth in Section 6.2 and not this Section 5 herein apply to Client Data.
   2. Exceptions. Information will not be deemed Confidential Information if it: (i) is known to the Recipient prior to receipt from the Disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (ii) becomes known (independently of disclosure by the Disclosing Party) to the Recipient directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Recipient; or (iv) is independently developed by the Recipient without use of or reliance upon the Disclosing Party’s Confidential Information. The Recipient may disclose Confidential Information pursuant to the requirements of a court, governmental agency or by operation of law but shall (to the extent permissible by law) limit such disclosure to only the information requested and give the Disclosing Party prior written notice sufficient to permit the Disclosing Party to contest such disclosure or seek, at Disclosing Party’s expense, a protective order or other remedy, and Recipient shall reasonably assist Disclosing Party therewith. If Recipient remains legally compelled to make such disclosure, it shall: (i) only disclose that portion of the Confidential Information that it is required to disclose consistent with the advice of its counsel; and (ii) use reasonable efforts to ensure that such Confidential Information is afforded confidential treatment.
   3. Advertising and Publicity. Neither Party shall make or permit to be made any public announcement concerning the existence, subject matter or terms of this Agreement or relationship between the Parties without the prior written consent of the other Party except as expressly permitted in this section. During the Term of the Agreement, Client grants ClassWallet the right to use the Client Marks in its public promotional materials and communications, including promotion on its website, for the sole purpose of identifying Client as a ClassWallet Client. ClassWallet shall not modify the Client Marks, or display the Client Marks any larger or more prominent on its promotional materials than the names, logos, or symbols of other ClassWallet Clients. The foregoing promotional materials and communications may be created, displayed, and reproduced without Client’s review, provided that they are in compliance with this section and any Client Marks usage guidelines provided by Client to ClassWallet in writing.

6. CLIENT DATA.

   1. Client Data Content. As between ClassWallet and Client, Client is solely responsible for: (i) the content, quality and accuracy of Client Data as made available by or on behalf of Client, Client’s Administrators, and by Authorized Users; (ii) providing notice to Authorized Users with regards to how Client Data will be collected and used for the purpose of the SaaS Platform; (iii) ensuring Client (and to the extent included as an aspect of the SaaS Platform, ClassWallet) has a valid legal basis for receiving, storing, and processing Client Data and for sharing Client Data with ClassWallet (to the extent applicable); and (iv) ensuring that the Client Data as made available by Client complies with applicable laws and regulations including Applicable Data Protection Laws.
   2. Security of Customer Data.ClassWallet shall: (i) ensure that is has in place appropriate and commercially reasonable administrative, physical and technical measures designed to protect the security and confidentiality of Client Data against any accidental or illicit destruction, alteration or unauthorized access or disclosure to third parties; and (ii) have commercially reasonable measures in place designed to protect the security and confidentiality of Customer Data.
   3. Legal Processes and Requests for Information. In the event that ClassWallet receives any legal process relating to the Client Data or the Funds, Client authorizes ClassWallet to comply fully with the terms of such document. This includes any document that appears to have the force of law, including a court order, subpoena, or similar order.

7. WARRANTIES.

   1. Client Warranty. Without derogating from ClassWallet’s obligations under this Agreement, Client warrants that it shall take and maintain appropriate steps within its control to protect the confidentiality, integrity, and security of its Confidential Information and Client Data, including: (i) operating the SaaS Platform in accordance with its obligations under this Agreement, the Documentation, and applicable law and; and (ii) dedicating reasonably adequate personnel and resources to implement and maintain the security controls set forth in the Documentation.
   2. Compliance with Law. Each Party shall comply with all applicable laws and regulations in connection with the performance of its obligations and the exercise of its rights under this Agreement.
   3. Disclaimers.
      1. Disclaimer of Warranties. Any and all warranties, expressed, incorporated or implied, are limited to the extent and period mentioned in this Agreement. To the maximum extent allowed by applicable law, ClassWallet disclaims (and disclaims on behalf of its licensors and/or contributors to any Third-Party Materials) all other warranties, conditions, and other terms, whether express or implied or incorporated into this Agreement by statute, common law or otherwise, including the implied conditions and warranties of merchantability and fitness for a particular purpose.
      2. Disclaimer of Specific Warranties. ClassWallet does not warrant or guarantee (a) that Client’s access to the website or the SaaS Platform will be uninterrupted or error-free; (b) that the website or the SaaS Platform will operate in combination with hardware, software, or data other than those designated in the Documentation. ClassWallet further disclaims any and all liability related to the quality, performance, safety, durability, reliability, or functionality of items purchased from Marketplace Vendors or via the SaaS Platform (each a "Product"). ClassWallet shall render commercially reasonable assistance to Client and its Authorized Users in communicating with the Marketplace Vendors in the event of any Product failure.

8. INDEMNIFICATION

   1. Client Indemnification. To the extent permitted by applicable law, Client shall defend and indemnify ClassWallet and/or its Affiliates and their officers, directors and employees against any third-party claims, suits and proceedings (including those brought by a government entity), and all related losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) resulting from: (i) an alleged infringement or violation by the Client Data of such third-party’s patent, copyright, trademark, trade secret; (ii) ClassWallet’s use of the Client Data violating applicable law, provided that such use is in accordance with the terms of this Agreement; (iii) a breach of this Agreement by Client, Client’s Administrators, or its Authorized Users; (iv) use of the SaaS Platform or Services and the ClassWallet website by the Client or its Authorized Users that is not in accordance with the Documentation; or (v) actions taken by Client, Client’s Administrators, or Authorized Users regarding disbursement of the Funds.

9. LIMITATION OF LIABILITY

   1. Maximum Liability. In no event will ClassWallet’s maximum aggregate liability arising out of or related to this Agreement, regardless of the cause of action and whether in contract, tort (including negligence), warranty, indemnity or any other legal theory, exceed the total amount paid or payable to ClassWallet under this Agreement during the twelve (12) month period preceding the date of initial claim.
   2. No Consequential Damages. ClassWallet will not have any liability to Client for any loss of profits or revenues, loss of goodwill, or for any indirect, special, incidental, consequential or punitive damages arising out of, or in connection with this Agreement, however caused, whether in contract, tort (including negligence), warranty, indemnity or any other legal theory, and whether or not ClassWallet has been advised of the possibility of such damages.
   3. Construction. This Agreement is not intended to and will not be construed as excluding or limiting any liability which cannot be limited or excluded by applicable law.

10. TERM AND TERMINATION.

    1. Term. This Agreement will be effective upon the earlier of (i) the date set forth in an Order; (ii) the date of the last signature on the Order; or(iii) Client’s, its Administrators’, or its Authorized Users’ first access of the SaaS Platform, and shall remain in force during the applicable Subscription Term of the SaaS Platform set forth in the Order (including any Renewal Terms) or throughout Client’s continued use of the SaaS Platform, as applicable.
    2. Termination.
       1. Termination by Either Party. Either Party may terminate this Agreement; (i) immediately upon written notice to the other Party if the other Party commences bankruptcy or dissolution proceedings, has a receiver appointed for a substantial part of its assets or ceases to operate in the ordinary course of business; (ii) immediately upon written notice to the other Party if required to comply with applicable law or regulation, and such termination will not constitute a breach of this Agreement by the terminating Party; or (iii) immediately upon written notice to the other Party if a Party commits a material breach of this Agreement and fails to cure such a breach within thirty (30) days after receipt of written notice of breach.
       2. Termination for Non-Payment. ClassWallet may terminate this Agreement immediately upon written notice to Client if Client materially breaches this Agreement, including but not limited to, non-payment or late payment of the applicable fees.
    3. Effect of Termination.
       1. General Effects. Upon termination or expiration of the Agreement or an Order, (w) any rights and obligations that, by their nature are intended to survive the termination of this Agreement, will survive (including, but not limited to. Sections 2, 7.1, 7.2, 8, 9, 10.3 and 12); (x) all outstanding fees and other charges under the Agreement or Order (as applicable) will become immediately due and payable, (y) Client will have no further right to access or use the applicable SaaS Platform or Services; (z) the Parties shall return or destroy all Confidential Information of the other Party, provided that ClassWallet may retain Confidential Information of Client that is related to transactions on the SaaS Platform solely to be used for the purposes of database integrity, auditability, and compliance obligations.
       2. Client Data.Notwithstanding the foregoing, to the extent commercially reasonable, ClassWallet shall allow Client to maintain access to Client Data for a period of two (2) calendar years from the date of termination (the "Retention Period"). Client acknowledges that it is responsible for exporting any Client Data to which Client desires continued access after termination/expiration, and ClassWallet shall have no liability for any failure of Client to retrieve such Client Data and no obligation to store or retain any such Client Data beyond the end of the Retention Period.
       3. Funds. Thirty (30) days after termination or expiration of this Agreement, all orders placed by Authorized Users on the SaaS Platform that are still unfulfilled will be cancelled and the Funds used to purchase such orders will be refunded, provided that (i) no further orders may be placed after the date of termination; and (ii) any trailing orders fulfilled during that time period are subject to the terms and conditions of this Agreement. ClassWallet shall reconcile the outstanding purchases and returns within one hundred and eighty (180) days of termination or expiration of this Agreement ("Reconciliation") and shall issue a refund to Client within thirty (30) days of Reconciliation.

11. PROFESSIONAL SERVICES.

    1. Professional Services. Client may purchase Professional Services from ClassWallet in relation to the SaaS Platform as may be generally available to ClassWallet Clients, pursuant to ClassWallet’s then-applicable professional services terms.

12. MISCELLANEOUS.

    1. Export Control. Client shall not export, re-export, access or grant access to the SaaS Platform and all related technology, information, materials and any upgrades thereto to: (a) any Prohibited Persons; (b) any country to which such export, re-export or access from is restricted or prohibited per the foregoing applicable laws; or (c) otherwise in violation of any applicable export or import restrictions, laws or regulations. Client also certifies that it is not a Prohibited Person nor owned, controlled by, or acting on behalf of a Prohibited Person.
    2. Subcontractors. ClassWallet may use affiliated or unaffiliated third-party service providers or subcontractors and permit them to exercise ClassWallet’s rights under this Agreement or perform ClassWallet’s obligations under this Agreement. Notwithstanding the foregoing, ClassWallet remains responsible for the acts and omissions of its subcontractors under the terms of this Agreement.
    3. Commercial Computer Software. If Client is an agency or contractor of the United States Government, Client acknowledges and agrees that: (i) the SaaS Platform (including any software forming a part thereof) were developed entirely at private expense; (ii) the SaaS Platform (including any software forming a part thereof) in all respects constitute proprietary data belonging solely to ClassWallet; (iii) the SaaS Platform (including any software forming a part thereof) are not in the public domain; and (iv) the software forming a part of the SaaS Platform is “Commercial Computer Software” as defined in sub-paragraph (a)(1) of DFARS § 252.227-7014 or FAR § 12.212. Client shall provide no rights in the SaaS Platform (including any software forming a part thereof) to any U.S. Government agency or any other party except as expressly provided in this Agreement.
    4. Assignment. Other than pursuant to the due designation and authorization of Client’s Administrators or Authorized Users, Client may not assign any of its rights or obligations under this Agreement without ClassWallet’s prior written consent, which will not be unreasonably withheld.
    5. Independent Contractors. Other than in respect of the limited agency relative to funds set forth in Section 3 of this Agreement, nothing in this Agreement will be construed to imply a joint venture, partnership or principal-agent relationship between ClassWallet and Client, and neither Party will have the right, power or authority to obligate or bind the other in any manner whatsoever.
    6. Notices. All Notices will be in writing and will be deemed to have been duly given: (a) when delivered by hand; (b) three (3) days after being sent by registered or certified mail, return receipt requested and postage prepaid; (c) one (1) day after deposit with a nationally recognized overnight delivery or express courier service; or (d) when provided via email when the sender has received a delivery/read receipt. Notices for ClassWallet should be sent to the following addresses: (i) for physical Notices, to ClassWallet at 6100 Hollywood Blvd, Suite 409, Hollywood, FL 33024 and; (ii) for electronic Notices to: legal-notices@classwallet.com. Notices for Client shall be directed to the address set forth in the Order.
    7. Force Majeure. With the exception of Client’s payment obligations herein, neither Party will be liable to the other Party for any delay or failure to perform which is due to fire, pandemic, virus, epidemic, travel advisories as to health, security and/or terrorism, flood, lockout, transportation delay, war, acts of God, governmental rule or order, strikes or other labor difficulties, or other causes beyond its reasonable control. The affected party will promptly notify the other party of the circumstances causing its delay or failure to perform and of its plans to implement a work-around solution. However, in such event, both Parties will resume performance promptly after the cause of such delay or failure has been removed.
    8. Governing Law and Venue. Each Party agrees to the governing law of the State of Florida without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of Broward County, State of Florida with respect to any dispute, claim, action, suit or proceeding (including non-contractual disputes or claims) arising out of or in connection with this Agreement, or its subject matter or formation. To the extent not prohibited by applicable law, each of the Parties hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement.
    9. Arbitration. Upon the demand of the ClassWallet, any dispute concerning the parties’ duties or liabilities shall be resolved by binding arbitration in accordance with the terms of this Agreement. Arbitration proceedings shall be administered by the American Arbitration Association ("AAA") or such other administrator, as the parties shall mutually agree upon in accordance with the AAA Commercial Arbitration Rules. All disputes submitted to arbitration shall be resolved in accordance with the Federal Arbitration Act (Title 9 of the United States Code), notwithstanding any conflicting choice of law provision. The arbitration shall be conducted at a location in Miami, Florida selected by the AAA or other administrator. All statutes of limitation applicable to any dispute shall apply to any arbitration proceeding. All discovery activities shall be expressly limited to matters directly relevant to the dispute being arbitrated. Judgment upon any award rendered in arbitration may be entered in any court having jurisdiction.
    10. Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Should any term or provision of this Agreement be declared void or unenforceable by any court of competent jurisdiction, the Parties intend that a substitute provision will be added to this Agreement that, to the greatest extent possible, achieves the intended commercial result of the original provision.
    11. Waiver. The failure of either Party to enforce any rights granted to it hereunder or to take action against the other Party in the event of any breach hereunder will not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
    12. Modification. ClassWallet may make changes to these Terms of Service from time to time. Notwithstanding anything to the contrary in this Agreement, if ClassWallet makes a material change to any of the foregoing, ClassWallet will inform Client (i) by posting a visible notice on the SaaS Platform or (ii) by e-mail to the e-mail address(es) noted on the Order (or subsequently designated by Client in writing as a contact for notifications from ClassWallet), or through a banner or other prominent notice within the SaaS Platform, or through the ClassWallet support platform. If Client does not agree to the change, Client must so notify ClassWallet by e-mail to legal-notices@classwallet.com within thirty (30) days after ClassWallet’s notice. If Client so notifies ClassWallet, then Client will remain governed by the most recent terms of service applicable to Client until the end of the then-current year of the Subscription Term and the updated terms shall apply upon the commencement of the subsequent Subscription Term.
    13. Entire Agreement. This Agreement supersedes all prior agreements and representations between the Parties regarding the subject matter of this Agreement. The terms and conditions contained in any purchase order issued by Client will be of no force or effect, even if the purchase order is accepted by ClassWallet.

13. DEFINITIONS.

    1. "Affiliate" means a company controlling, controlled by, or under common control with a Party (an entity will be deemed to have control if it owns over 50% of the equity of another entity, or the ability to elect more than half of the directors or managers of the entity).
    2. "Agents" means systems and locally-installed software, including mobile applications and internet browsers that interact with the SaaS Platform, that are required to access the SaaS Platform.
    3. "Applicable Data Protection Laws" means all applicable privacy and data protection laws, their implementing regulations, regulatory guidance and secondary legislations, each as updated or replaced from time to time, including: (a) the California Consumer Privacy Act ("CCPA"); (b) the California Privacy Rights Act ("CPRA"); and (c) any other laws that may be applicable.
    4. "Authorized Users" means employees, agents, consultants, contractors, or vendors authorized by Client to use the SaaS Platform solely for the internal use of Client and its Affiliates, subject to the terms and conditions of this Agreement.
    5. "Confidential Information" means all non-public proprietary or confidential information that is or should reasonably be known to be confidential, including but not limited to any trade secrets, Documentation, know-how, formulas, processes, data, communications, market research, product development, proposed products and services, business plans, technical information, software, proprietary information, Client lists, prices, terms and conditions, or information marked as "Confidential" or "Proprietary", of Disclosing Party, (whether in oral, visual, written, electronic, or other tangible or intangible form, and whether or not marked or designated as "confidential") and all notes, analyses, summaries, and other materials prepared by Recipient or any of its Representatives that contain, are based on, or otherwise reflect, to any degree, any of the foregoing (“"Notes"). For the avoidance of doubt, Confidential Information also includes any terms, conditions, or arrangements discussed in connection with the Agreement.
    6. "Client Data" means all data and/or content uploaded to the SaaS Platform by Client (including where applicable Authorized Users), and in all data derived from it. For the avoidance of doubt, Client Data does not include Usage Data.
    7. "Client Marks" means all trademarks, service marks, trade names, logos and trade dress that Client uses to identify or market Client’s products and services.
    8. "Documentation" means the user guides, installation documents, and specifications for the SaaS Platform that are made available from time to time by ClassWallet in electronic or tangible form, but excluding any sales or marketing materials.
    9. "Feedback" means (i) any ideas or suggestions for improvements, new features, functionalities, corrections, enhancements or changes to the SaaS Platform suggested by Client to ClassWallet, excluding any Client Data and Client Intellectual Property, and (ii) any testimonials provided by Client regarding the SaaS Platform.
    10. "Intellectual Property" means a Party’s proprietary material, technology, or processes (excluding the SaaS Platform and Documentation), including services, software tools, proprietary framework and methodology, hardware designs, algorithms, objects and documentation (both printed and electronic), network designs, knowhow, trade secrets and any related intellectual property rights throughout the world (whether owned or licensed by a third party) and any derivatives, improvements, enhancements or extensions of such Intellectual Property conceived, reduced to practice, or developed. “Notice” means any notice or other communication required or permitted under this Agreement.
    11. "Implementation Fees" means the amount payable by Client for initial set up of the SaaS Platform set forth in an applicable Order.
    12. "Licensing Fees" means the amount payable by Client to ClassWallet for access to the SaaS Platform set forth in an applicable Order.
    13. "Marketplace" means the online directory, catalog, or marketplace accessible via the SaaS platform that directs Clients to the virtual storefronts of Marketplace Vendors.
    14. "Marketplace Vendor" means a seller that makes retail sales to Clients via the virtual storefront accessible through the Marketplace.
    15. "Notice" means any formal notice, request or demand which a Party hereto may desire to give to the other Party with respect to this Agreement .
    16. "Order" means ClassWallet’s quote accepted by Client via Client’s purchase order or other ordering document received by ClassWallet to order ClassWallet’s SaaS Platform, which references the SaaS Platform, pricing, payment terms, quantities, expiration date and other applicable terms set forth in an applicable ClassWallet quote or ordering document.
    17. "Professional Services" means work performed by ClassWallet, regardless of whether under a statement of work or scoping letter, including, but not limited to ClassWallet’s provision of any implementation or prioritization of development specified in an Order.
    18. "Prohibited Persons" means anyone on the U.S. Commerce Department’s Denied Persons, Entity, or Unverified Lists or the U.S. Treasury Department’s list of Specially Designated Nationals and Consolidated Sanctions list.
    19. "Renewal Term" means successive periods of one (1) year each following the initial Subscription Term set forth in the applicable Order.
    20. "SaaS Platform" means online platform that may be used by the Client to grant and monitor monetary awards to eligible Authorized Users upon the terms and conditions herein, set forth specified in the Order, and as further described in the Documentation (the "Business Purpose"), including any updates and upgrades to the SaaS Platform provided by ClassWallet in its sole discretion.
    21. "Services" means, collectively, any Support Services or Professional Services associated with the SaaS Platform.
    22. "Subscription Term" means the period of time during which Client is subscribed to the SaaS Platform, as specified in an Order and which shall begin upon the earlier of (i) the beginning of any implementation procedures or activities, or (ii) ClassWallet granting access to the SaaS Platform to Client.
    23. "Support Services” means the maintenance and technical support services for the SaaS Platform provided by ClassWallet to Client as part of an active SaaS Platform subscription, in accordance with ClassWallet’s then-current support terms. In the event that Client has any technical support-related queries, the contact information for support is info@classwallet.com.
    24. "Third-Party Licenses" means the respective open-source licenses that the Third-Party Materials are subject to.
    25. "Third-Party Materials" means open source software programs that are made available by third parties under their respective Third-Party Licenses.
    26. "Usage Analytics" means data generated or collected in connection with Client’s access, use and configuration of the SaaS Platform and data derived from it (e.g., metadata, types of applications or accounts utilized or interacting with the SaaS Platform).
    27. "Work Product" means, without limitation, any and all information, designs, discoveries, creations, works, devices, masks, models, work in progress, service deliverables, products, special tooling, computer programs, procedures, improvements, developments, drawings, notes, documents, processes (including business processes), materials, programs, concepts, formulas, know-how and inventions, in any form whatsoever, made, conceived or developed by ClassWallet, alone or with others that result from or relate to the business or activities of ClassWallet, including any of the foregoing resulting from, requested by, or suggested by Client in connection with the SaaS Platform, the Documentation, or other ClassWallet Intellectual Property.