Software Licensing Agreement

Last updated: February 24, 2026

This Software Licensing Agreement is entered into by and between Clarium Education, Inc. ("Licensor"), and the Licensee identified in the applicable order form or agreement ("Licensee").

Recitals. WHEREAS, Licensor is engaged in the business of designing and developing computer-related software and hardware systems and related products and has created and developed the Clarium AI-powered tutoring platform (the "Software") as described in greater detail in the applicable order form or exhibit; and

WHEREAS, Licensee desires to utilize such Software in connection with its educational activities;

WHEREAS, Licensor and Licensee believe it is in their mutual interest and desire to enter into an agreement whereby Licensee would use Licensor's Software pursuant to the terms and conditions hereinafter provided.

NOW, THEREFORE, in consideration of the premises and the mutual covenants of this Agreement, the parties hereto agree as follows:

1. License

Licensor hereby grants to Licensee, for the term of this Agreement, a nonexclusive, non-assignable right and license to use the Software in connection with its educational activities as specified in the applicable order form. No right or license is being conveyed to Licensee to use the Software at any other location or for any other purpose than as specified. Licensee is prohibited from making any copies, archival or otherwise, of the Software. Licensee is further prohibited from using the Software in any manner other than as described herein and in the applicable order form.

2. Term

This Agreement shall be effective as of the date of execution by both parties and shall extend for the period specified in the applicable order form (the "Initial Term"). This Agreement shall be automatically renewed for successive periods of equal duration (each an "Extended Term") unless Licensee provides the Licensor notice in writing of its intention not to renew the Agreement, said notice to be provided at least 30 days prior to the expiration of the then in-effect Term.

3. Compensation

In consideration for the licenses granted hereunder and during the Initial Term of the Agreement and for each Extended Term, Licensee agrees to pay to Licensor the fees as specified in the applicable order form in accordance with the payment schedule set forth therein.

4. Intellectual Property and Confidentiality

Licensor will retain exclusive interest in and ownership of its intellectual property rights in and to the Software and expressly reserves all rights not expressly granted under this Agreement. Licensee recognizes that the Software is the proprietary and confidential property of Licensor. Accordingly, Licensee shall not, without the prior express written consent of Licensor, during the term of this Agreement and thereafter, disclose or reveal to any third party or utilize for its own benefit other than pursuant to this Agreement, any Software provided by Licensor, provided that such information was not previously known to Licensee or to the general public. Licensee further agrees to take all reasonable precautions to preserve the confidentiality of Licensor's Software and shall assume responsibility that its employees and sub-licensees will similarly preserve this information against third parties. The provisions of this clause shall survive termination of this Agreement.

Licensee shall take no steps in attempting to reverse engineer the Software.

5. Acceptance

In the event that Licensee fails to notify Licensor of any difficulties or problems with the Software within 30 days after installation thereof, Licensee shall be deemed to have accepted the Software. Prior to acceptance of such Software, Licensor shall have the right to repair or replace the Software at its discretion. Upon acceptance of such Software, Licensor shall be under no obligation to repair or replace such Software except as provided for in the Warranties provision of this Agreement.

6. Warranties

Licensor represents and warrants that, to Licensor's knowledge, the Software does not infringe the intellectual property rights or other rights of any third party.

Licensor warrants that the Software will perform in accordance with the specifications provided to Licensee, as determined by Licensor. THE WARRANTY PROVIDED FOR HEREIN IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, THAT MAY ARISE EITHER BY AGREEMENT BETWEEN THE PARTIES OR BY OPERATION OF LAW, INCLUDING THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

In the event of a claim by Licensee under this warranty, Licensor shall have the option to either repair or replace the Software. In the event that Licensor fails to repair or replace the Software within a reasonable period, Licensee's sole recourse shall be to terminate the Agreement and Licensor's sole obligation shall be to return any fees paid by Licensee. In no event shall Licensor be liable for any incidental, consequential, or punitive damages as a result of its performance or breach of this Agreement.

7. Improvements and Maintenance

Licensor will provide to Licensee, at Licensor's sole expense, any improvements, modifications, updates, extensions and enhancements that Licensor makes to the Software and that Licensor offers to other Licensees of the Software. Any such improvements, modifications, updates, extensions and enhancements shall be automatically included in this Agreement. Licensor shall further provide Licensee with bug fixes and code corrections to correct Software malfunctions and defects in order to bring the Software into substantial conformity with its operating specifications, as determined by Licensor. Licensor may, but will not be required to, provide these maintenance services if Licensee has modified the Software or is in default.

8. Termination

The following termination rights are in addition to the termination rights that may be provided elsewhere in the Agreement:

Right to Terminate Upon Notice. Either party may terminate this Agreement on 30 days' written notice to the other party in the event of a breach of any provision of this Agreement by the other party, provided that, during the 30-day period, the breaching party fails to cure such breach.

Licensee Right to Terminate. Licensee shall have the right to terminate this Agreement at any time on 3 months' written notice to Licensor for any reason.

9. Post-Termination Rights

Upon the expiration or termination of this Agreement, all rights granted to Licensee under this Agreement shall forthwith terminate and immediately revert to Licensor and Licensee shall discontinue all use of the Software and the like.

Upon expiration or termination of this Agreement, Licensor may require that Licensee transmit to Licensor, at no cost, all material relating to the Software, provided, however, that Licensee shall be permitted to retain a full copy of all material subject to the confidentiality provisions of this agreement.

10. Indemnity

Licensee (as an indemnifying party) shall indemnify Licensor (as an indemnified party) against all losses and expenses, including reasonable attorneys fees, in connection with any proceeding arising out of Licensee's unauthorized customization, modification, or other alterations to the Software, including claims that its customization, modification, or other alterations infringe a third party's Intellectual Property rights.

11. Notices

Any notice required to be given pursuant to this Agreement shall be in writing and mailed by certified or registered mail, return receipt requested, or delivered by a national overnight express service. Either party may change the address to which notice or payment is to be sent by written notice to the other party pursuant to the provisions of this paragraph.

12. Jurisdiction and Disputes

This Agreement shall be governed by the laws of the State of Delaware. All disputes hereunder shall be resolved in the applicable state or federal courts of the State of Delaware. The parties consent to the jurisdiction of such courts and waive any jurisdictional or venue defenses otherwise available without reference to conflict of laws principles.

13. Agreement Binding on Successors

This Agreement shall be binding on and shall inure to the benefit of the parties hereto, and their heirs, administrators, successors, and assigns.

14. Waiver

No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.

15. Severability

If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.

16. Assignability

The license granted hereunder is personal to Licensee and may not be assigned by any act of Licensee or by operation of law unless in connection with a transfer of substantially all the assets of Licensee or with the consent of Licensor.

17. Integration

This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents that may be in conflict therewith.

Contact

If you have any questions about this Agreement, please contact us at:

Clarium Education, Inc.
1111B S Governors Ave
Suite 92562
Dover, DE 19904
Email: legal@clariumtutor.com