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Terms & Conditions:

Services

Purpose: The purpose of StudyMerge is to help students to be more productive with their studies.

Subscription Audits: Each subscription service and other related professional services shall provide the specification of the services, the platforms used, user limitations, the subscription term, and terms and conditions.

Changes to Platform: The Company may, in its sole discretion, make any changes to any Platform that it deems necessary or useful to: Maintain or enhance- The quality or delivery of the Company’s products or services to its customers The competitive strength of, or market for, the Company’s products or services Such Platform’s cost efficiency or performance

Confidentiality

All confidential information that is communicated to and obtained by the Company from the Customer in connection with performing the above-mentioned services shall be held by the Company in full trust. At no time the Company shall use any confidential information obtained through conducting this service contract either directly or indirectly, for personal benefit, or disclose or communicate such information in any manner.

Proprietary Rights

Ownership:

- The Company shall reserve the right to all title interest.

- The Company shall own and retain all rights, title, and interest in:

- Any kind of services software, applications, inventions, or other technology developed in connection with the Services;

- All intellectual property and proprietary rights in and related to any of the foregoing subscription services (collectively, “Services IP”).

- To the extent Customer acquires any right, title, or interest in any Services IP, Customer hereby assigns all of its right, title, and interest in such Services IP to the Company.

Customer Data:

Customer hereby grants the Company a non-exclusive, transferable, sublicensable, worldwide, and royalty-free license to use and otherwise exploit Customer Data to provide the Services to Customer hereunder and as necessary or useful to monitor and improve a Platform, Software and Services.

Payment Terms

- The Customer shall pay the Company the then-applicable fees described in an Order Form or Statement of Work, as applicable, in accordance with the terms set forth therein (“Fees”).

- Unpaid amounts are subject to a finance charge each month on any outstanding balance.

- The Company further reserves the right to suspend Services in the event of payment delinquency.

Termination

- Customer may terminate this agreement for any reason on 14 days’ notice to the Company.

- The Company may terminate this agreement with immediate effect by delivering notice of the termination to the Customer if the Customer fails to pay the invoice amount on time.

- Upon termination of this Agreement, the Company shall cease reproducing, advertising, marketing, and distributing any material or information pertaining to the Customer immediately.

Indemnification

The Parties each agree to indemnify and hold harmless the other Party, its respective affiliates, employees, and permitted successors and assigns against any losses, claims, damages, penalties, liabilities, punitive damages, expenses, reasonable legal fees of whatsoever kind or amount, which result from the negligence of or breach of this Agreement by the indemnifying party, its respective affiliate or successors and any assign that occurs in connection with this Agreement. This section remains in full force and effect even after the termination of the Agreement.

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