These Terms are between the entity named in the Order Form (“Customer”) and Explore Higher Ed Limited (“Explore”) and are effective from the date the Customer signs the Order Form. The Customer and Explore are hereinafter referred to individually as a “Party” and collectively as the “Parties”.

1. DEFINITIONS

1.1 Application Report: In relation to customers located in the United Kingdom, means the report made available to the Customer by Universities and Colleges Admissions Service (“UCAS”) under the instruction of Explore and in relation to customers located in the United States of America, means the report made available to Customer identifying students’ applications tracked through Explore Platforms.

1.2 Authorised Users: means the named users authorised by the Customer to use the Explore Services in accordance with these terms.

1.3 Explore Platforms: refers to the platforms through which Explore’s suite of services is offered through including:

• Cialfo Platform: means Explore’s international university and careers guidance platform for students and counsellors, as further described at: https://www.cialfo.co/counselors-schools
• BridgeU Platform: means BridgeU’s international university and careers guidance platform for students and counsellors, as further described at: https://bridge-u.com/platform-overview
• University Platform: means Explore’s international student recruitment platform for universities as further described at: https://www.explore.study/products

1.4 Explore Services: refers to Explore’s suite of products and services, including but not limited to Enrolment Attribution and Student Support Services, which are further described in the Order Form.

1.5 Commencement Date: means the date from which these Terms are effective as specified in the Order Form.

1.6 Confidential Information: means any information disclosed by the Disclosing Party to the Receiving Party that has been designated in writing as confidential or that ought to be considered as confidential (however it is conveyed or on whatever media it is stored), including the Shared Personal Data and information which relates to the business, affairs, properties, assets, trading practices, pricing, funding, developments, trade secrets, intellectual property rights, know how, software, personnel, clients, students and suppliers of a party.

1.7 Customer Materials: means the Customer name, logo and trademarks, and any marketing materials, websites, content and other materials provided by or on behalf of the Customer in connection with the Explore Services.

1.8 Data Sharing Agreement: means the agreement governing the sharing of personal data between Explore and the Customer effective from the Commencement Date and as set out in Data Sharing Agreement

1.9 Disclosing Party: means the Party disclosing Confidential Information to the Receiving Party.

1.10 Fees: means the fees payable for the Explore Services as set out in the Order Form.

1.11 Qualifying Student: means a student at a Target School who has enrolled in any undergraduate study only (e.g. BA, BSc) according to the relevant guidelines issued by the UK Government from time to time.

1.12 Receiving Party: means the party in receipt of the Confidential Information from the Disclosing Party.

1.13 Report: means the report provided by the Customer containing the personal data as set out in the DSA.

1.14 Service Period: means the service period for a particular Explore Service as set out in the Order Form.

1.15 Target Audience: means the registered students on the Explore Platforms identified as being a target for marketing campaigns to promote the Customer.

1.16 Target School: means all schools that are using Explore Platforms, including Cialfo Platform and BridgeU Platform.

1.17 Term: means the duration during which these Terms shall be effective. For the avoidance of doubt, the Customer is informed that certain provisions of the Terms are applicable based on the jurisdiction of the Customer only. Wherever relevant, a qualification has been added to reflect the application of the provision in the Terms.

2. DURATION & TERMINATION

2.1 These Terms are effective from the Commencement Date and will continue for the duration as specified in the Order Form or unless earlier terminated in accordance with clauses 2.2 to 2.6 below.

2.2Either party may terminate these Terms if the other party fails to cure any material breach of these Terms within thirty (30) days of being notified in writing.

2.3 Explore may terminate these Terms immediately if the Customer fails to make any payment due under these Terms fourteen (14) days after such payment was due to be paid.

2.4 Upon termination of these Terms: (i) the Customer shall, within thirty (30) days of the date of termination, pay to Explore all outstanding amounts due to it under these Terms; and (ii) all licences provided under these Terms shall terminate.

2.5 Termination of these Terms shall not affect any rights, remedies, obligations or liability of the parties that have accrued up to the date of termination.

2.6 The Customer’s obligation to pay the Fees for the Explore Services does not cease upon termination or expiration of these Terms. The parties acknowledge and agree that Fees due under these Terms may not come due until after the date of expiration or termination due to the timing of student enrolments. The Customer will pay all undisputed amounts that are outstanding under these Terms as they come due thereafter.

3. EXPLORE OBLIGATIONS

3.1 Explore agrees to provide the Explore Services specified in the Order Form to the Customer on a non-exclusive basis in accordance with these Terms.

3.2 Explore will provide enhanced information about the Customer to prospective students on the Explore Platforms. Explore will consult with the Customer with regards to any content and materials used to showcase the Customer and shall not make or give any representations, warranties, or other promises concerning the programmes which are not contained in the Customer Materials.

3.3 Explore shall not at any time during this Agreement enter into any agreement on behalf of the Customer or hold itself out, permit itself to be held out, or act so as to suggest itself as being authorised to bind the Customer in any way.

3.4 Explore shall: (i) use due skill, care and diligence in performing its obligations under these Terms; (ii) comply with all applicable laws, relevant policies and requirements notified to it by the Customer from time to time; and (iii) obtain and maintain any necessary permits, licences, permissions or approvals necessary for performing the Explore Services.

3.5 Explore recognises that by virtue of Customer’s status as a higher education institution that there are certain laws and regulations that Customer is required to comply with and/or require Explore to comply with. Explore will be required to comply with the Customer’s code of conduct and policies as applicable to it from time to time notified to Explore.

4. CUSTOMER OBLIGATIONS

4.1 The Customer shall, for the duration of these Terms, act dutifully and in good faith, and provide to Explore all current and accurate information, documentation, and Customer Materials requested by Explore for the performance of the Explore Services.

5. ENROLMENT ATTRIBUTION SPECIFIC TERMS

5.1 The Customer shall within thirty (30) days of the Application Report being made available to the Customer, submit to Explore the Report(s) for the purposes of: (i) attributing Qualifying Students who enrol with the Customer; (ii) for optimising the delivery of the Explore Services to the Customer; and (iii) for the purposes of under clause 8 (Fees & Payment).

5.2 The Application Report shall include sufficient details to fulfil the purposes outlined in clause 5.1. including but not limited to:

• a. Qualifying Student full name
• b. Qualifying Student date of birth
• c. Qualifying Student domicile
• d. Target School name
• e. Course title and code
• f. Application Status
• g. Qualifying Student tuition fee
• h. Tuition fee payment status
• i. School unique identifiers (UCAS or CEEB codes)

6. STUDENT SUPPORT SERVICES SPECIFIC TERMS

6.1 In addition to promoting to prospective students on the Explore Platforms, Explore will provide prospective students with support for applications to facilitate their enrolment to a course offered by the Customer, including but not limited to:

• a. Counsel students about Customer’s courses offered;
• b. Assist prospective students to complete visa applications (if permitted in accordance with applicable law);
• c. Provide offer document and visa documents to prospective students.

6.2 The Customer shall in a timely manner, provide Explore with sufficient information to enable Explore to undertake Student Support Services, including but not limited to:

• a. Offer a document of a prospective student to study a course offered by the Customer;
• b. Acceptance or rejection of a prospective student’s application; and
• c. Tuition fee payment status.

6.3 Explore’s fees in relation to Student Support Services shall accrue upon the successful acceptance and enrolment of a prospective student into a course offered by the Customer.

7. INTELLECTUAL PROPERTY

7.1 All intellectual property rights in the Explore Services, including any underlying software, data, or content is owned or licenced to Explore. Except as set out in these Terms, nothing shall be deemed or construed to convey or transfer any such intellectual property rights in the Explore Services to the Customer.

7.2 The Customer grants Explore a non-exclusive, worldwide, royalty-free licence to use, access, copy, distribute, display, export, and publish the Customer Materials in the performance and delivery of the Explore Services.

7.3The Customer represents and warrants that: (i) all intellectual property rights in the Customer Materials is owned or licenced to the Customer; and (ii) the Customer has obtained all necessary licences and consents as required to perform its obligations under these Terms, including the right to grant the licence under this clause 7.3; and (iii) that the Customer Materials shall not infringe the intellectual property rights of any third party.

7.4 Explore agrees to follow any reasonable usage guidelines in respect of the Customer Materials as provided by the Customer from time to time. Explore shall not allow any other third party to use such Customer Materials without obtaining the prior written consent of the Customer.

7.5 The Customer agrees to indemnify and hold harmless Explore from and against any claims, losses, damages, liabilities and expenses (including reasonable legal fees and costs) resulting from any claim that the use of the Customer Materials infringes the intellectual property rights of any third party. This indemnification obligation is subject to the Customer receiving: (i) prompt written notice of such claim; (ii) the exclusive right to control and conduct the defence or settlement of such claim; and (iii) all reasonably necessary cooperation from Explore.

8. FEES & PAYMENT

8.1 The Customer agrees to pay the Fees to Explore for the Explore Services as set out in the Order Form.

8.2 Unless otherwise agreed in writing, the Fees due to Explore are payable within thirty (30) days from the invoice date and shall be paid in GB pounds sterling or United States Dollars as application. The Fees are non-cancellable and non-refundable.

8.3 All sums paid to Explore under these Terms shall be deemed to exclude all VAT, sales and any other taxes and charges applicable. If Explore is required to pay or charge any such amounts, Explore shall add these to the invoices and the Customer shall reimburse Explore in full.

8.4If the Customer has not paid any undisputed invoice by the due date in accordance with clause 8.2, Explore will:

• 8.4.1. Charge interest on any unpaid amount, which shall accrue daily at a rate of 4% per annum above the Bank of England’s base rate from time to time, from the due date until full payment, and shall be payable on demand; and
• 8.4.2. Without liability to the Customer, disable the Customer’s password, account and access to all or part of the Explore Services, and Explore shall be under no obligation to provide any of the Explore Services while any invoice(s) remain unpaid.

8.5 Explore shall be entitled to increase the Fees on each anniversary of the Commencement Date, upon sixty (60) days prior notice to the Customer.

9. CONFIDENTIALITY

9.1 The Receiving Party shall:

• 9.1.1. Treat all Confidential Information which may include the Shared Personal Data as confidential and safeguard it from any unauthorised access or use;
• 9.1.2. Not disclose any Confidential Information received from the Disclosing Party to any other person without the prior written consent of the Disclosing Party, except for disclosure otherwise expressly permitted by the provisions of this Agreement;
• 9.1.3. Not use or exploit any Confidential Information it receives from the Disclosing Party otherwise than as permitted by this Agreement; and
• 9.1.4. Take all necessary precautions to ensure that all Confidential Information received from any Disclosing Party is only given to its employees and professional advisors or consultants engaged to advise it in connection with the Agreement, provided that such persons are under an equivalent duty to keep the information confidential.

9.2 The provisions in clause 9.1 will not apply to Confidential Information which:

• 9.2.1. Is or becomes public knowledge otherwise than by breach of this clause 9;
• 9.2.2. Was in the possession of the Receiving Party, without restriction as to its disclosure, before receipt from the Disclosing Party;
• 9.2.3. Is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
• 9.2.4. Is independently developed by the Receiving Party without access to the Confidential Information;
• 9.2.5. The Disclosing Party has provided its written authorisation permitting the disclosure; or
• 9.2.6. Must be disclosed by the Receiving Party pursuant to an obligation imposed by applicable law. The Receiving Party agrees to notify the Disclosing Party without undue delay of any such request and will not make any required disclosure without notifying the Disclosing Party in advance.

9.3 Without prejudice to any other rights or remedies that each party may have, each party acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this clause 9 by the other party. Accordingly, each party shall be entitled to the remedies of injunctions, specific performance or other equitable relief for any threatened or actual breach of this clause 9.

10. WARRANTIES

10.1The Explore Services may be subject to delays, interruptions, errors or other problems resulting from use of the internet or public electronic communications networks used by the parties or third parties. The Customer acknowledges that such risks are inherent in cloud services and that Explore shall have no liability for any such delays, interruptions, or errors.

10.2 Explore shall be entitled to modify or update the features and functionality of the Explore Services at its absolute discretion. Explore shall use reasonable endeavours to ensure that any such modifications or updates do not materially affect the use of the relevant Explore Services by Explore’s customers generally.

10.3 The Customer, based in the jurisdiction of the United States of America, further represents and warrants that neither Customer, its applicable affiliates nor any of its or their respective equity holders, partners, personnel, officers, directors, employees, representatives or agents is named as a “Specially Designated National” or “Blocked Person” by the U.S. Department of the Treasury & Office of Foreign Assets Control (“OFAC”), or otherwise appears on a list of prohibited persons issued by any governmental authority.

10.4 Except as set out in these Terms, each party represents and warrants that: (i) it has full power and authority to carry out its obligations contemplated under these Terms; (ii) it is not party to any other arrangement that would prevent or hinder it from performing any material obligation under the terms of these Terms; and (iii) they will perform their obligations in accordance with these Terms. All conditions, warranties and other terms implied by statute or common law are excluded to the fullest extent permitted by law.

10.5 Warranty Disclaimer. Programs and services are provided “as-is”. Except for any warranty expressly set forth in these Terms, Explore makes no warranty, whether express, implied or statutory, with respect to the services provided hereunder or otherwise regarding this agreement whether oral or written, including without limitation any implied warranty of reliability, usefulness, merchantability, fitness for a particular purpose, or non-infringement.

11. COMPLIANCE WITH SPECIFIC LAWS

11.1 Freedom of Information. Where the Customer is subject to the UK Freedom of Information Act 2000 and the Environmental Information Regulations 2004, Explore will assist and cooperate with to enable the Customer to comply with the information disclosure requirements imposed on the Customer.

11.2 Anti-Bribery & Corruption. The parties shall comply with all laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the provisions of the UK Bribery Act 2010 and United States Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, -2 and -3.

11.3 Modern Slavery. The parties shall comply with all anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including the UK Modern Slavery Act 2015.

11.4 Sanctions. Explore is subject to laws imposed by various jurisdictions on conducting business with sanctioned parties and countries. It is Explore’s policy to fully comply with applicable sanction restrictions, including those imposed by the United States, United Kingdom, and the European Union. While Explore are not prohibited from transacting with individuals with a connection to a sanctioned country, Explore need to ensure that no part of the transaction will be in contravention of US, UK or EU sanctions laws under a series of prescribed compliance checks, including verification as to source of funding and persons providing such funding, before any monies or services can be transacted.

11.5 Data Privacy. Explore collects certain data and information about the Customer and its Authorised Users in connection with the Explore Services in accordance with our Privacy Policy, which the Customer and its Authorised Users acknowledge. The parties agree to comply with the Data Sharing Agreement.

11.6 Title IV Aid Programs. The parties shall not engage in the practice of paying prohibited incentive or bonus compensation set forth in Section 487(a)(20) of the HEA (codified as 20 U.S.C. 1094(a)(20)) and its implementing regulations (34 CFR 668.14(b)(22)). In the event the U.S. Department of Education rules or regulations or any other rule, regulation, or law prohibits tuition revenue sharing compensation for Explore’s performance of its obligations hereunder or otherwise prohibit or limit the Party’s ability to perform under these Terms, the Parties will negotiate in good faith a mutually agreed alternative compensation model that will, as close as possible, provide the same economic terms to Explore and Customer as those agreed to in these Terms.

12. LIABILITY

12.1 Nothing in these Terms shall limit or exclude the liability of either party for: (i) death or personal injury caused by its negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability for which it would be unlawful for the parties to exclude.

12.2 Subject to clause 12.1, neither party shall under any circumstances be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for: (i) any loss of profit, sales, revenue, or business; (ii) loss of anticipated savings; (iii) loss of or damage to goodwill; (iv) loss of agreements or contracts; (v) loss of use or corruption of data or information; or (vi) any loss arising out of the lawful termination of these Terms.

12.3 Subject to clause 12.1, the total liability of either party to the other in respect of any loss or damage arising under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total Fees paid by the Customer in the contract year in which the breach occurred.

12.4 Neither party may benefit from the limitation and exclusions set out in this clause in respect of any liability arising from its deliberate default.

13. Notices.

Any notice under these Terms must be given in writing. Explore shall send any notice to the Customer to the address and/or email address provided in the Order Form. The Customer shall send any notice to Explore to Explore Higher Ed Limited, 145 City Road, London, England, EC1V 1AZ, Attn: General Counsel, or by email to legal@manifest.inc. A notice or other communication shall be deemed to have been received (a) if delivered personally when left at a party’s address; (b) if sent by pre-paid first class post or other next working day delivery service on the second business day following posting; (c) if delivered by commercial courier on the date that the courier’s delivery receipt is signed or (d) if sent by email one business day after transmission.

14. Assignment.

The Customer shall not assign, transfer, sub-contract, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under these Terms (including the licence rights granted), in whole or in part, without Explore’s prior written consent. Explore may assign, sub-contract, sub-licence (including multi-tier), transfer, or deal in any other manner with any or all of its rights or obligations under the Terms.

15. No Partnership or Agency.

These Terms are not intended to or will operate to create a partnership or joint venture between the parties, or to authorise any party to act as an agent of the other, and no party will have any authority to act in the name or on behalf of or otherwise to bind the other in any way (including but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any power).

16. Third Party Rights.

Unless otherwise specified, these Terms do not confer any rights on any person or party (other than the parties specified in the Order Form and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

17. Variation & Waiver.

No variation or waiver of any of these Terms is binding unless set out in writing and signed by Explore. The failure to exercise or delay in exercising a right or remedy provided by these Terms or by law will not constitute a waiver of the right or remedy or a waiver of other rights or remedies.

18. Conflicts.

If there is an inconsistency or conflict in respect of the provisions of these Terms and/or the documents referred to herein, the following order of priority shall prevail: (i) these Terms; (ii) the Data Sharing Agreement; and (iii) the Order Form.

19. Interpretation & Severance.

As used in these Terms, “including” (and its variants) shall mean “including without limitation” (and its variants). Headings are for convenience only. If any provision of these Terms, or any part of a provision of these Terms, is found to be illegal, invalid or unenforceable, the remaining provisions, or the remainder of the provision concerned, will continue in effect.

20. Governing Law & Jurisdiction.

With respect to Customers in the jurisdiction of the United Kingdom, the Terms will be governed and construed in accordance with English Law. The parties agree to submit to the exclusive jurisdiction of the English courts should any disputes arise out of this Agreement.