LITTLE SPONGES® PROGRAM LICENSE AGREEMENT The parties desire that Little Sponges license the educational language program to Licensee so that it can be viewed by Licensee’s teachers and students as part of Licensee’s education curriculum. The parties hereby agree as follows: 1. License; Reservation. License Grant. Subject to, and conditioned upon, Licensee’s payment of all Fees and compliance with this Agreement, Little Sponges grants to Licensee, for the Term set forth below, a nonexclusive, non-sublicenseable, nontransferable License to permit its authorized Viewers (as defined below) to access and view the Content through a video sharing portal (Vimeo) for the education of Licensee’s students. The license is limited to Licensee’s teachers, administrators and students in the grades/classes set forth in the agreement between Little Sponges and the Licensee. The Licensee is issued a password by Little Sponges to view the program. The License does not include the right to copy, record or modify any part of the Content or to distribute it or otherwise permit anyone other than authorized Viewers to view it. 1.2 Reservation of Rights. All right, title and interest now existing or hereafter in existence in and to the Content, as well as all portions, modifications or derivative works thereof, including without limitation, all copyrights, trademarks, and trade secrets, are and shall remain Little Sponges’ sole and exclusive property. Licensee and the Viewers do not acquire any express or implied rights therein other than as set forth herein. 2. Payment Terms. In consideration of the license, Licensee will pay Little Sponges the fees (“Fees”) set forth in this invoice. All fees shall be payable annually in advance within thirty (30) days after invoice. No refunds will be issued after fifteen (15 days) from the start of content licensing. If Licensee desires to purchase access for more classrooms, languages or summer sessions than those set forth in this invoice, additional Fees will apply. 3. Licensee Responsibility. 3.1 Licensee and the Viewers shall be responsible for maintaining all hardware, browsers and internet service necessary to access the Content via the internet. being the licensee video sharing website of choice, viewers will also be required to register for a free basic account on the Vimeo Website and comply with the Terms of Service of the Vimeo Website. Licensee will maintain, and will cause the Viewers to maintain, all passwords in strict confidence and not share them with anyone other than Licensee’s authorized Viewers. Passwords are subject to immediate suspension, change or cancellation by Little Sponges at its sole discretion in the event of any unauthorized use. Licensee will fully cooperate with Little Sponges in the event that Licensee suspects unauthorized use or copying of the Content or any passwords. 3.2 To the extent that the Vimeo Website provides advertisements or links to third party websites, any content accessed through them is not under Little Sponges’ control, and Little Sponges does not endorse and shall have no liability for such content and any goods, services, information on those websites. Any caching or hypertext linking to, or framing of, any Content is prohibited. Little Sponges reserves the right to disable any links or frames. Licensee is responsible for ensuring that it has read and understands the Vimeo Website Privacy Policy. 4. Indemnity. Little Sponges shall defend any third party claim or suit brought against Licensee claiming copyright infringement, intellectual property infringement or infringement by the Content as provided by Little Sponges so long as such content has not been altered from that provided by Little Sponges, provided Licensee promptly notifies Little Sponges of the claim, and Licensee takes all actions as may be reasonably requested by Little Sponges in connection with defense of such claims. Little Sponges shall bear the cost of such defense. This Section states Licensee’s sole remedy against Little Sponges for actual or alleged third party claims or suits for copyright or intellectual property infringement or infringement by the Content. 5. Term, Termination 5.1 Term. Unless otherwise set forth in the invoice, this Agreement shall begin on the Effective date, which is the date Little Sponges receives payment from the Licensee. The Agreement shall remain in force for one (1) school year thereafter, at which point it shall automatically renew for successive one school-year terms (each of the foregoing, a “Term”) unless either party notifies the other in writing at least thirty (30) days prior to the end of the then current Term that it does not desire to renew. Little Sponges will provide Licensee notice of any changes in Fees at least sixty (60) days’ prior to the end of the applicable Term. Otherwise, the Fees and the assumptions regarding the number of classrooms and language combinations shall remain the same in subsequent renewal Terms. New passwords will be provided for each renewal Term. Little Sponges reserves the right to cancel subscription/usage for non-payment exceeding 30 days from invoice. 5.2 Breach; Unauthorized Use. This Agreement may be terminated by either party for the other party’s material breach of this Agreement or the Vimeo Website Terms of Service and the failure to cure any such breach that is capable of cure within ten (10) days after written notice of such breach. Little Sponges may also terminate this Agreement upon written notice for repeated incidents of unauthorized use or dissemination of the Content by Licensee’s Viewers without refund. 5.3 Effect of Termination. Upon expiration or termination for any reason, Licensee and the Viewers shall have no right to further view the Content, and Sections 7 and 8 shall survive such expiration or termination. Except as otherwise stated herein, termination shall not limit either party from pursing other available remedies, nor shall it relieve Licensee of its obligation to pay all Fees that have accrued or are otherwise owed. 6. Warranty Disclaimer. THE CONTENT IS PROVIDED “AS IS.” LITTLE SPONGES DISCLAIMS, ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. 7. Exclusion of Damages, Force Majeure; Limitation of Liability. 7.1 Exclusion of Damages. NEITHER LICENSSEE, LITTLE SPONGES OR EITHER PARTY’S OFFICERS, MANAGERS, EMPLOYEES, MEMBERS AND AGENTS SHALL BE LIABLE TO ONE ANOTHER, VIEWERS OR ANYONE ELSE FOR INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF ANTICIPATED PROFITS, LOSS OF DATA, LOSS OF GOODWILL, DOWNTIME OR OTHER ECONOMIC LOSS) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE CONTENT, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. 7.2 Force Majeure. Little Sponges shall not be liable for any delay in or failure of performance under this Agreement caused by any act, occurrence, or cause beyond its the reasonable control, including (without limitation) acts of God, major mechanical breakdown, system malfunctions, interruption of internet or utility services or disruption to the Vimeo Website. 7.3 LIMITATION OF LIABILITY. OTHER ITS COPYRIGHT, INTELLECTUAL PROPERTY AND INFRINGEMENT BY THE CONTENT INDEMNIFACTION OBLIGATIONS UNDER SECTION 4, LITTLE SPONGES’ TOTAL CUMMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE CONTENT, SHALL, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE, IN THE AGGREGATE NOT EXCEED THE FEES PAID BY LICENSEE DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRIOR TO THE CLAIM’S ACCRUAL. 7.4 Acknowledgement. Licensee and Little Sponges mutually acknowledge that the exclusive remedies, exclusion of damages and limitations of liability set forth in this Section are essential parts of this Agreement and that Little Sponges would not be able to offer its Content for the Fees offered in the absence of such provisions. They shall apply even if any other remedies provided in this Agreement fail of their essential purpose. 8. General Provisions 8.1 Governing Law; Venue. This Agreement and any matters related thereto shall be governed by the laws of the State of Ohio other than its choice of law provisions. The Federal and State courts located in Hamilton County, Ohio shall have exclusive jurisdiction and venue over any dispute or proceeding arising out of or relating to this Agreement. The parties hereby submit to such exclusive jurisdiction and agree that any such dispute, claim or proceeding shall be brought exclusively in one of those courts. 8.2 Entire Agreement; Counterparts. This Agreement, which is hereby incorporated by reference, contains the full understanding of the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous proposals, agreements and statements, written or oral, between the parties with respect to such subject matter. This Agreement may be executed simultaneously in two (2) or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument. 8.3 Amendment; Waiver. No additional terms, consent, or waiver, or modification of any provision of this Agreement shall be binding on either party unless in writing and signed by both parties. If a party hereto elects to continue performance after any breach or default by the other party, its actions shall not constitute a waiver of any such default or breach or in any way affect its legal or equitable remedies for such default. 8.4 Notices. Any notices shall be delivered by email or mailed by certified mail, return receipt requested, to the signatories below at the addresses set forth above. Notification addresses may be changed by written notice. Notice to Little Sponges shall be sent to Natalya Seals at 8.5 Severability. If a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, such decision shall not affect the validity or enforceability of the Agreement or any of the remaining provisions and this Agreement shall be construed by adding a valid provision which effectuates the intent of the invalid provision as nearly as lawfully possible. 8.6 Relationship. Nothing in this Agreement shall be construed to create a relationship of partnership, joint venture or agency. Neither shall have the power to bind the other or incur obligations on the other’s behalf. 8.7 Assignment. Licensee’s rights and obligations under this Agreement and to the Content may not be assigned, sublicensed, sold, pledged, delegated, leased or otherwise transferred in whole or in part whether by agreement or operation of law, change of control or otherwise, without Little Sponges’ prior written consent, and any attempt to do so shall be void. Subject to the foregoing, all of the terms and conditions of this Agreement are binding upon and inure to the benefit of the parties and their permitted assigns and successors. 8.8 No Third Party Beneficiaries. Nothing in this Agreement shall confer any right, remedy or benefit on a person or entity not a signatory to this Agreement nor impose any obligations on either party to them, other than successors or permitted assignees as set forth above, or except as otherwise expressly set forth herein. This agreement is effective on the date that Licensee makes the purchase of Little Sponges® (NKS, LLC).