CONTRACT 7058 One Page Service AgreementAgreement No. 7058
CONTRACTOR:aervices Agreement
:
Below you will find a checklist relating to Insurance and other requirements thal are required for doing business with the City of El Segundo..
Only those iterns checked -off are MANDATORY, however 0 your standard policies exceed the rnirkftm requirements plem include.
Comrnercial tleneral liability Insurance must rneel: or exceed the requirements of ISO•CGL Form No. CG 20 10, 1185 or equivalent.
The amount of insurance set forth below will be a combined single limit per occurrence for bodlly injury,, personal injury, and property damage
for the policy coverage. Liability policies will be endorsed to name the City,,, Its officials, and employees as "additional Insured`s" under
said insurance coverage and to state that such insurance will be doomed "primary"such that any other Insurance that may be carried
by the City will be excess thereto. Such Insurance must be on an "occurrence," not a "claims, made," basis and will not be cancelable
or subject to reduction except upon thirty (30) days prior written notice to the City. Please find additional Terms and Conditions on tale
reverse bide of this Services Agreement. This is not a purchase order or an authorization to begin work.
® Com rehensiy eneral Liablii including coverage for premises, products and completed operations, Independent contractors,
personal injury and contractual obligations with combined single limits of coverage of at least 1- 00 per occurrence.
® Auto Liability, including owned, non -owned and hired vehicles with at least:
® $1,000,000 per occurrence.
❑ $100,000 - 300,000 per occurrence.
❑ As required by State Statutes. A copy of your current policy must be submitted naming yourself and or your company.
® Wo rs" Compensation Insu nce: as requlred by State Statutes with Waiver of Subrooallon. (Not needed if Seif-employed with no
employees and CONTRACTOR signs statement to this effect.)
® aquj�ns : The CONTRACTOR shall agree to have a current City of El Segundo license on file at City Hall or purchase said
license (at no cost to the City).
❑ Permits: Plans must be approved and permit(s) issued (no fee) by the Planning and Building Safety if appropriate. Call the Planning
Manager @ (310) 524-2340 if you have questions.
❑ o �f yglid pigIMM I.Q. (Drivers license etc.)
PLEASE NOTE: ALL APPLICABLE INFORMATION LISTED ABOVE MUST BE OBTAINED AND ON FILE, PRIOR TO THE ISSUANCE OF A CITY
PURCHASE ORDER BEING SENT TO YOU (VIA FAX OR HARD COM BY THE PURCHASING AGENT, THUS AUTHORIZING
COMMENCEMENT OF WORK FOR THE CITY.
Submitted b corn tele all blanks : COLOR COPY REQUIRED 3ACit TO THE CIT
Company Name: AWE Acquisition, Inc, dba AWE Learning By (Print Name & Tine):
Iebor S r, Ed.D.
Company Street, Address: 2501 Seaport Drive, Suite 410- By (Print Name & Title): en r rely
SH
CM
ry
City. State, ZLp: Chester, Pennsytyania 19013 Date Signed:
Phone: (714) 293-1712 FAX:
Vendor's Email Address. halevm0aweleamina.com Vendoes Website: (4 A n .41�t..r I
A1x r"k'V1^'t
ONinatorlDepartment Contact: Cao N n L "� Date Initiated: A W 15 2024
Department Head Approval: Date Approved: " z
Ins proval: __. Date Approved:
City Aft ey _..,�... City Manager
Short Services Agreement - AWE Looming
Agreement No. 7058
. WWWW The materials, supplies,collective), T,
(collectively, y or services TITLE. Title to materials
� 1.GENERALLY. and supplies purchased under this order pass '
"Purchase") covered by this services agreement and purchase order directly from Seller to City upon City's written acceptance following an
("order') must be furnished by Seller subject to all the terms and actual inspection and City's opportunity to reject.
conditions contained in this order which Seller, in accepting this order, &PAYMENT. City will pay Seller after receiving acceptable invoices for
agrees to be bound by and comply with in all particulars. No other terms materials and supplies delivered and accepted or services rendered and
Cor conditions are binding upon the parties unless subsequently agreed to accepted. City will not pay cartage, shipping, packaging or boxing
in writing. Written acceptance or shipment of all or any portion of the expenses unless specified in this order. Drafts will not be honored.
Purchase covered by this order constitutes unqualified acceptance of all 9.I14DEMNIFICATION. Seller agrees to indemnify and hold City harmless
terms and conditions in this order. The terms of any proposal referred to from and against any claim, action, damages, costs (including, without
in this order are included and made a part of the order only to the extent 1 limitation, attorney's fees), injuries, or liability, arising out of the Purchase
it specified the Purchase ordered, the price, and the delivery, and then I or the order, or their performance. Should City be named in any suit, or
only to the extent that such terms are consistent with the terms and should any claim be brought against it by suit or otherwise, whether the
conditions of this order, same be groundless or not, arising out of the Purchase or order, or their
2.INSPECTION. The Purchase furnished must be exactly as specified in performance, Seller will defend City (at City's request and with counsel
this order, free from all defects in Seller's performance, design, satisfactory to City) and indemnify City for any judgment rendered against
workmanship, and materials, and, except as otherwise provided, is it or any sums paid out in settlement or otherwise. For purposes of this
subject to inspection and test by City at all times and places. If, before I section "City" includes City's officers, elected officials, and employees. It
final acceptance, any Purchase is found to be incomplete, or not as is expressly understood and agreed that the foregoing provisions will
specified, City may reject it, require Seller to correct it without charge, or survive termination of this order. The requirements as to the types and
require delivery of such Purchase at a reduction in price that is equitable limits of insurance coverage to be maintained by Seller, and any approval
under the circumstances. If seller is unable or refuses to correct such of such insurance by City, are not intended to and will not in any manner
4 items within a time deemed reasonable by City, City may terminate the limit or qualify the liabilities and obligations otherwise assumed by Seller
order in whole or in part. Seller bears all risks as to rejected Purchases pursuant to this order, including, without limitation, to the provisions
and, in addition to any costs for which Seller may become liable to City concerning indemnification.
under other provisions of this order, must reimburse City for all 10.WARRANTY. Seller agrees that the Purchase is covered by the most
transportation costs, other related costs incurred, or payments to Seller favorable commercial warranties the Seller gives to any customer for the
in accordance with the terms of this order for unaccepted Purchases, ' same or substantially similar supplies or services, or such other more
Notwithstanding City's acceptance of any Purchase, Seller is liable for favorable warranties as is specified in this order. Warranties will be
latent defects, fraud, or such gross mistakes as constitute fraud. effective notwithstanding any inspection or acceptance of the Purchase
3,CHANGES. City may make changes within the general scope of this by City.
order in drawings and specifications for specially manufactured supplies, 11,ASSIGNMENT. City may assign this order. Except as to any payment
place of delivery, method of shipment or packing of the order by giving due under this order, Seller may not assign or subcontract the order
notice to Seller and subsequently confirming such changes in writing. If without City's written approval. Should City give consent, it will not relieve
such changes affect the cost of or the time required for performance of r Seller from any obligations under this order and any transferee or
this order, an equitable adjustment in the price or delivery or both must subcontractor will be considered Seller's agent.
be made. No change by Seller is allowed without City's written approval. 12.INSURANCE. Seller must provide the insurance indicated on the face
Any claim by Seller for an adjustment under this section must be made in j sheet of this Services Agreement.
writing within thirty (30) days from the date of receipt by Seller of 13.PERMITS. Seller must procure all necessary permits and licenses,
notification of such change unless City waives this condition in writing. and abide by all federal, state, and local laws, for performing this order,
Nothing in this section excuses Seller from proceeding with performance 14,I1NDEPENDENT CONTRACTOR. City and Seller agree that Seller will
of the order as changed. act as an independent contractor and will have control of all work and the
4. TERMINATION. City may terminate this order at any time, either , manner in which is it performed. Seller will be free to contract for similar
verbally or in writing, with or withoutcause. Should termination occur, City service to be performed for other employers while under contract with
will pay Seller as full performance until such termination the unit or pro ! City. Seller is not an agent or employee of City and is not entitled to
rata order price for the performed and accepted portion of the Purchase. participate in any pension plan, insurance, bonus or similar benefits City
City may provide written notice of termination for Seller's default if Seller provides for its employees. Any provision in this order that may appear
refuses or fails to comply with this order. If Seiler does not cure such to give City the right to direct Seller as to the details of doing the work or
failure within a reasonable time period, or fails to perform the Purchase to exercise a measure of control over the work means that Seller will
within the time specified (or allowed by extension), Seller will be liable to j follow the direction of the City as to end results of the work only.
City for any excess costs incurred by City. 15.WAIVER. City's review or acceptance of, or payment for, work product
5.TERM I TIME EXTENSION. This Agreement's term will be from August; prepared by Seller under this order will not be construed to operate as a
15, 2024 to August 14, 2029. City may extend the time for completion if, waiver of any rights City may have under this Agreement or of any cause
in City's sole determination, Seller was delayed because of causes of action arising from Seller's performance. A waiver by City of any
beyond Seller's control and without Seller's fault or negligence. In the breach of any term, covenant, or condition contained in this order will not
event delay was caused by City, Seller's sole remedy is limited to ; be deemed to be a waiver of any subsequent breach of the same or any
recovering money actually and necessarily expended by Seller because other term, covenant, or condition contained in this order, whether of the
of the delay; there is no right to recover anticipated profit. same or different character,
6.REMEDIES CUMULATIVE. City's rights and remedies under this order
are not exclusive and are in addition to any legal rights and remedies
Short Services Agreement - AWE Learning (002)
Agreement No. 7058
16.INTERPRETATION. This A..
This Agreement was drafted in, and will be
construed in accordance with the laws of the State of California, and
exclusive venue for any action involving this agreement will be in Los
Angeles County.
17. ARTIFICIAL INTELLIGENCE. Seller must not utilize, employ, or
incorporate any form artificial intelligence, machine Learning, or other
similar technologies (collectively, 'At') in the provision of professional
services in this Agreement without City's express viritten consent. The At i
prohibition set. forth directly above will not apply to general business tools
and software that may have Al components but are not directly involved
j in the execution or delivery of professional services that this Agreement
covers, provided that such tools and software do not significantly impact
the duality or nature of such services, Selter, roust promptly notify City, in
wdfing, of any proposal to erriploy Al' In connection its provision of
services to the City under this Agreement City will have the sole
discretion to grant or deny such proposal.
18. ELECTRONIC SIGNATURE'S'; SIGNATURE AUTHORITY, In
accordance with Government Code §16.5, the parties agree that this
Amendment will be considered signed when the signature of a party is
delivered by electronic transmission, Such etlectromc signature will be
treated In all respects as having the same effect as an original signature.
Seller warrants that its signatory (or signatories, as applicable) to this i
Agreement has the legal authority to enter this Agreement and bind
G Licensor accordingly
19, CONSISTENCY. In interpreting this Agreement and resolving any
ambiguities, this Agreement takes precedence over any attached exhibit
with conflicting provisions.
20, CONSIDERATION. As consideration, City agrees to pay Seller for
Seller's services not to exceed a total of $9,516.99 for the work. City will
pay for work as specified in the attached Exhibit "A," which is incorporated
by reference.
21. EXHIBITS. Exhibit "A", Purchase Quotation dated August 1, 2024.
l
Short Services Agreement - AWE Learning (002)
Agreement No. 7058
Exhibit A
........................ ....
Purchase Quotation
End of Summer Sale
Inspiring discovery AWEPreparing lives''
LEARNING
Quotation developed for: Kristina Kora-Beckman
Date: August 1,2024
Organization ("Customer"): Valid
until: August 30, 202412:OOPM EST
New Customer? 1
Please open your product ujmn recelpt to corgiirn a safe defivefy.
You have 30 d,,,iy_,; eo rarUm estm cqchalm forequipment darnagedho shipping,
Item Number Product Quantity Unit Cost Total
AIO Model: Includes computer, lkeylb Lard mouse mouss,�and 2i,yea—rw
BLS Bi-Lingual Spanish
2 $ 3,832.00 S 7,66400
Warrantv & 1.1loorades Extend Plan (for All -in -one's onlvl:
EXTEND2 2 Year Warranty & Upgrades Extend Plan (at time of purchase & for a total of 5 yrs.)
2 $ 1,10000 $ 2,20000
Options:
AID STAND Enhanced Support Stand (for All -in -One units)
2 $ 191.00 $ 382,00
RECYCLING FEE California State Recycling Fee (screen 15"- 34") Tax Exempt
2 $ 5.00 $ 10.00
DISCOUNT End of Summer Sale
20.00% $ (1,532,80) -$1.533,00
DISCOUNT Califa Discount $
(25.00) $ (50,00) t$50,00)
*SHIPPING SHIPPING AND HANDLING Shipping -All -In -One
2 $ 90.00 $ISO 31)
SHIPPING SHIPPING AND HANDLING Shipping - Stands
2 s 26,N) $4,10 00
Surcharge for Alaska and Hawaii will beAppfiad Estimated Sales Tax
—11� 613,99
Market: L
!$9,516.99
NOTE: An authorized customer contact should sign and return a copy of this quote to AWE by the Valid Until
date, to accept this price quote.
of El
[Mark
When fully executed, this documerl, including the attached Terms and Conditions which are
herein by reference, is a binding Agreement
Senior Account Executive
All invoices are sent via email
From where do the funds for this purchase originate?
Bill To Information
Name: Kristina Kora-Beckman
Organization: City of El SeQUndo LLh,[giy_QpA[txnerjt
Address:.11.1 W..M.�S�2�LAve. ............... .
City, State, zip: El Segundo, CA 90245 ............. . .....
Phone / Fax: 3 10 524 2772
Email:
PAYMENT TYPE! Not 15 Terms or Credit Card: VISA m, MC DISC
'NAME ON CREDIT CARD (If Appficablu):
Key (primary AWE) Contact NAME: Same -
Warranty & Upgrade Contact NAME: I . . ............. . . -
@ 2017 AWE Acquisition, Inc. All
Ship To Information
Name: Same
Organization: . . ......... . .
Address:
City, State, Zip:
Phone I Fax:
Email:
AMEX/# EXP.
Email:
Email:
410 SH - Chester - Penn
Phone:
Phone:
& Proprietary I
Agreement No. 7058
Terms and Conditions
General: These Terms and Conditions are incorporated by reference into each Quotation or Purchase Agreement with an invoice to Customer, and form part of a
legally binding agreement between Customer and AWE Acquisition, Inc. ("AWE"), which are referred to herein as either'Terms and Conditions" or this "Agreement."
Customer agrees to these Terms and Conditions by 1) entering into a Purchase Agreement with AWE; 2) accepting delivery of and/or using the material or service
provided by AWE to Customer; or 3) downloading, installing or using any software or content provided to you by AWE. These Terms and Conditions are subject to
change without prior notice,.
Invoicing and Payment: AWE will invoice Customer for all AWE learning products and related accessories when they are shipped to the Customer. AWE will invoice
Customer for subscription and renewal products including all ELF'" products and Platinum Online when activated, All invoices are sent via e-mail unless Customer
provides a written request for a hardcopy. Emailed invoices are binding as a paper invoice even if a paper invoice is requested. Customer agrees to make payment for
the full invoice amount due to AWE according to the invoice to Customer within 15 days of the invoice date ("Due Date"). Any payment received after the Due Date is
considered past due ("Past Due").
Packaging: Keep Original Packaging— units are required to be returned in original packaging if repairs are needed in the future. The Company reserves the right to
charge customer $25.00 if it is necessary for the Company to ship an empty box with packaging to the customer.
Returns and Exchanges: Customer has thirty (30) calendar days to return or exchange a hardware item from the date it was received. Only items that have been
purchased directly from AWE can he returned or exchanged. To return or exchange an item to AWE, Customer must first email fITu1j;:yrtJu7wa,Yalf3rm,lrtg„E,g;rrz, to request a
return merchandise authorization (RMA) number, All returned items must be repackaged in their original packaging with all cords, adaptors, and documentation that
were included with the original shipment, Partial returns will not be accepted., All returns must be received by AWE within twenty (20) calendar days from the RMA
issuance date. A restocking fee of 15% (of the purchase price) will be charged to Customer for all returns and exchanges, Customer is responsible for all applicable
return shipping and packaging costs,. AWE Learning will provide a return shipping label; associated costs will be deducted from your order refund for return
postage. No returns or exchanges are accepted on ELF Child -Safe Browser'", ELF Reading & Reference'", or Platinum Online subscription licenses,
Delinquent Payment: The Customer agrees to pay interest on all Past Due amounts at the lesser of 1.5% per month or the highest rate allowed by law. In the event
legal action is required to collect any amount due, Customer also agrees to pay collection costs and attorney's fees incurred by AWE in a successful collection effort.
AWE may suspend services, suspend further shipment of product(s) and/or terminate the Agreement in the event that Customer fails to make full payment within
thirty (30) days after receiving notice of delinquency. Notice of delinquency may be sent via email or hard copy. Termination of the Agreement shall not alter
Customer's obligation to make full payment under this Agreement.
End User Rights Granted: Access to and use of ELF—, Platinum Online and other software, and all other information, administrative tools, and documentation that may
be included in or with AWE products (the "Content") are non -exclusively licensed, and not sold, to Customer, without the right to grant sublicenses, re -sell, distribute
or otherwise commercially exploit. During the term of this license and any subsequent license renewals (the "License Period"', AWE grants the Customer the right only
to use the Content as an End User., Customer shall not copy in whole or in part (except for back-up purposes only), reproduce, modify, adapt, translate, auction, loan,
lease, assign or transfer the Content, or create derivative works based upon the Content. The ELF Child -Safe Browser"' or ELF Reading & Reference— is licensed for the
number of building licenses granted by this Agreement. The Platinum Online Service includes one master account and a number of concurrent logins as set forth on
the Purchase Quotation. AWE defines a building or location license as a maximum of 500 active installations distributed from a discrete Customer location. Customer
obtains no right, title or interest to any intellectual property owned by AWE or residing in the Content, Any unauthorized use by Customer of the Content shall
immediately and automatically terminate the license granted herein.
Limited Warranty on Hardware: Hardware warranties are an extension of, and limited to, the OEM warranty. AWE warrants that hardware products and accessories
sold by AWE will be free against defects in materials and workmanship when used normally during the warranty period,. Warranty periods vary by product. The
Warranty does not cover defects or problems resulting from: (i) External causes such as accident, abuse, misuse, or electrical power problems; (ii) Servicing not
authorized by AWE; (iii) Usage not in accordance with product instructions; (iv) Improper or unauthorized maintenance or modification; or (v) Usage of accessories,
parts, or components not supplied or supported by AWE. This Limited Warranty does not cover any Products for which AWE has not received payment,.
Warranty, Upgrade and Services Period on Bundled Products: AWE bundled hardware and software desktop products ("AWE Learning Stations") include a three-year
limited warranty period, periodic software upgrades, and On-line Services from the date of shipment. AWE will notify customer periodically of software upgrade as
they become available. AWE bundled hardware and software tablet products ("AWE Tablets") include a two-year limited warranty, no software upgrades, and On -
Line services from the date of shipment. AWE's limited warranty on AWE Learning Stations and AWE Tablets is limited to the computer, software, keyboard, and
mouse. Headphones include a 90-day limited warranty. Other optional accessories do not include a warranty.
Optional Extended Warranty, Upgrade and Services Period: Extended warranty, upgrade, and services are available for purchase for year four and five on eligible
hardware and software products and accessories (not available on Platinum Online Service), Warranty, upgrade, and service periods must run consecutively (e.g,., a
year five extension may not be purchased without the purchase of a year four extension) and cannot exceed five years from the original date of shipment. Each one-
year warranty, upgrade, and service extension will entitle Customer to all software updates during the extension period to the extent a software upgrade is released.
AWE will notify Customer periodically of software upgrades as they become available. Customer is responsible for informing AWE of any changes to Customer's
contact information and for scheduling and coordinating software upgrade installations.
Optional Accidental Damage Warranty: Optional accidental damage warranty is available for purchase on eligible AWE Tablets,. Accidental damage warranty provides
coverage for certain physical loss or damage not covered by the limited hardware warranty as specified herein. AWE agrees to repair or replace tablet products
covered under the accidental damage warranty during the coverage period for any physical loss or damage caused by: i) Accidental liquid spill in or on the tablet; ii)
Accidental damage to the tablet due to unintentional drop or collision; or iii) Physical damage caused by any power surge. Accidental damage warranty does not cover
physical loss or damage caused by: i) Damage due to being submerged in liquid or due to fire, flood, or other acts of nature; ii) Intentional damage; iii) Normal wear
and tear; iv) Cosmetic damage; or iv) Theft or loss. AWE's liability is limited in the aggregate to the total purchase price of the tablet as evidenced in a valid purchase
invoice.. AWE may at its discretion decide to repair or replace the damaged item with items similar or equivalent to the original purchased item. There is a limit of only
one claim per registered serial number.
On-line Services: On-line services include Customer access to AWE's customer web portal, Customer account management, usage tracking, and all on-line reporting
and dashboard facilities ("On-line Services"). AWE maintains the right to disable On-line Services for Customer products whose warranty, upgrade, and services period
has expired and/or whose contractual subscription has ended or been terminated.
,.,,,,,, ,
0 2017 AWE Ac ql i p Inc All Ri hts Reserved. Confidential & Proprietary
2�01 oaapoeC Orrva:.,"50�rte ff4tip.;aW «Chesto�n «PennsyCvanla, 19013i
Phone (610 �03'"r>+t00 « EmaW www.awelearning.comr...
Agreement No. 7058
Terms and Conditions (cont'd)
Technical Support and FAQ: For a list of frequently asked questions (FAQs) or to make a technical support request please visit us online at
Natt�a.:.,6/a C=Nsv;arriun aorri�ds,Allp; cwt, or email us at *,s.0 _pawt_'kawe.la irnhnIL tn'
Limitation of Liability: AWE warrants that it will perform all services associated within this agreement in a professional and workman like manner. In
no event will AWE's liability whether in contract or tort, exceed the total amount of the fees and expenses paid to it by the Customer under this
Agreement. Access to the ELF Child -Safe Browser—, ELF Reading & Reference'", and Platinum software content is provided on an "as is" basis and
AWE makes no representations or warranties, either express or implied, of any kind with respect to the content and disclaims all warranties, express
or implied, including, but not limited to, the merchantability and fitness for a particular purpose or the continued availability for use of the content. In
the event of termination of access to the Content, in the case of subscribers, AWE's liability shall be limited to the refund to a registered subscriber of
any subscriber fees corresponding to a pre -paid subscription, Institutional subscribers such as schools, child care, and libraries should independently
verify that all Content provided via ELF and Platinum Online is appropriate for the intended audience or educational purpose. AWE's liability for
warranty replacement or repair is as stated above, and shall be strictly construed. AWE has no liability whatsoever for indirect, consequential or
incidental damages under contract or tort or claims of loss of data, revenue or profits.
Liability and Indemnification: AWE shall indemnify, defend and hold harmless Customer, its officers, employees and designated representatives from
any and all claims, suits, actions, damages, liabilities, expenses and costs of any kind, including litigation costs and reasonable attorney's fees, arising
out of an assertion that Customer's use of Content infringes on the intellectual property rights of a third party, or for bodily injury (including death)
and/or damage to real or tangible personal property, provided that the injury or damage was proximately caused by the intentional or negligent acts
of any of AWE's officers, employees, agents or authorized sub -contractors (including suppliers). Customer shall indemnify defend and hold harmless
AWE, its officers, employees and designated representative from any and all claims, suits, actions, damages, liabilities, expenses and costs of any kind,
including litigation costs and reasonable attorney's fees, arising out of bodily injury (including death) and/or damage to real or tangible personal
property, provided that the injury or damage was caused by the intentional or negligent acts Customer's its officers, employees, agents or authorized
sub -contractors (including suppliers).
Proprietary, Confidential and Non -Disclosure Agreement: Each party acknowledges that all information concerning the other party which is
designated by the party as "Confidential and Proprietary" shall be deemed to be Confidential and Proprietary Information. Confidential and
Proprietary Information is not meant to include any information, which, at the time of disclosure, is generally known by the public. Each party agrees
that it will not permit the duplication, use, or disclosure of any such Confidential and Proprietary Information to any person (other than its own
employees who must have such information for the performance of their obligation under this Agreement and as necessary to secure the
performance of obligations hereunder by legal means), unless authorized in writing by the other party. Neither party shall use the name(s),
trademark(s) or trade name(s), whether registered or not, of the other party in publicity releases or advertising without securing the prior written
approval of the other party, such approval not to be unreasonably withheld; provided that AWE shall have the right, without Customers approval to
use Customer's name in its general list of customers. Each party agrees to hold in confidence any such Confidential and Proprietary information
disclosed pursuant to this Agreement for a period of 3 years from the effective date of this Agreement. The parties shall have no obligation to
maintain such information in confidence provided, they can show that such information (i) was in their possession prior to disclosure of such
information, (ii) is or becomes publicly available through no fault of the party or (iii) was developed by the party independent of this Agreement.
Ownership Rights: AWE shall retain all right, title and interest in all technical information, inventions, patents, trade secrets, developments,
discoveries, software, know-how, methods, techniques, formulae, data, processes and other proprietary ideas, whether or not patentable or
copyrightable, that are developed pursuant to performance of the services hereunder, or are included in the Content.
Relationship and Right to Employ: AWE is an independent contractor and nothing in this Agreement shall be deemed to create a partnership orjoint
venture between Customer and AWE. As an independent contractor, AWE shall be responsible for withholding and paying all employment taxes,
unemployment insurance, workers' compensation insurance and benefits for its employees. During the term of this Agreement, and any extensions
thereto, Customer and AWE agree not to engage in either solicitation or recruitment of each other's employees.
Term : This Agreement shall be effective when signed by both the Customer and AWE and thereafter remain in effect as hereinafter stated (unless
otherwise stated in the Agreement). All AWE Learning Stations have an initial term of three years from the date of shipment, unless otherwise
extended. AWE Tablets have an initial term oftwo years from the date of shipment, unless otherwise extended. All ELF Child -Safe Browser'" or ELF
Reading & Reference`" and subscription licenses and Platinum Online Services have an initial term of one year from the date of activation, unless
otherwise extended.
Governing Law: This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania.
2017 AWE AcrsluWilkon„ Inc. All Ri hts Rese Confidential &'Proprietary
2507 Seaport Drive, Suite # 410 SH •Chester •Pennsylvania, 19013
Phone (610) 633-6400 • Email: orders@aweleaming.com • www.awelearning.com
Agreement No. 7058
Customer Loyalty Program
General: The Customer Loyalty Program provides eligible Customers with a discount off the purchase of anew AWE Learning Station or AWE Tablet in -
return for exchanging, recycling, or repurposing a previously purchased AWE Learning Station or AWE Tablet. AWE requires that certain models be
sent back to its return center. Your sales representative will identify models that need to be sent back. AWE will provide free shipping and packaging
for return of those specific models. The Customer Loyalty Program is subject to change without prior notice.
Eligibility: Any Customer who has previously purchased an AWE Learning Station or Tablet, and desires to exchange, recycle, or repurpose it, in -return
for a discount off the purchase of a new AWE Learning Station or Tablet is eligible to participate in the Customer Loyalty Program. Only one credit will
be provided per exchanged, recycled, or repurposed computer. Customer acknowledges and agrees that by participating in the Customer Loyalty
Program, that it owns the property free and clear of any lien or encumbrance and that it has full power and authority to transfer the ownership of said
property. AWE maintains the right to determine whether a previously purchased AWE product must be exchanged or recycled in order to be eligible to
participate in the Customer Loyalty Program.
Scheduling and Shipping: Participating customers who are exchanging a previous purchase (not recycling it) will receive shipping instructions and
shipping labels as part of their replacement purchase. Customer is responsible for scheduling a shipping (pick-up) date and time no later than five
business days after receipt of shipping materials and labels, unless mutually agreed otherwise by Customer and AWE. Equipment will be picked -up
from a location accessible by the shipping company at Customers site. Equipment will be transported to AWE's processing site within 10 business days
from the date of the pick-up. Additional time required for shipments from Hawaii, Alaska and Puerto Rico is acceptable.
Packaging: Customer is responsible for packing the equipment using the packing materials received as part of the replacement purchase.
Software/Data Backup: Customer is responsible for the backup of any data Customer needs or wishes to retain and for the removal of any
confidential or sensitive data, including data that may be subject to unique rules regarding disclosure, accountability, or disposal. AWE is not
responsible for the restoration of any data or software removed from the system by AWE or the Customer. AWE does not accept liability for lost data
or software resulting from Customer's backup activities (or failure to backup), any restoration of data or software, or for compliance with special rules
that may apply to data on Customer's equipment.
Fees: There is no fee to the Customer for return scheduling and shipping services (within the continental United States) provided that the Customer
meets all Terms and Conditions of the Customer Loyalty Program. However, additional fees may apply for cancelled or rescheduled shipments.
Customer is responsible for any costs incurred if incorrect products are identified and sent for shipment.
Returns and Exchanges: The Customer Loyalty Program does not offer returns or exchanges. AWE will not be able to return equipment once it has
been picked up. A Customer Loyalty Program order may be canceled before an equipment pick-up is performed. Cancellation requests can be made
online using the support link on AWE's homepage (vw m a eC asu t i,com "suLHpas't). Customer is responsible for canceling any shipping (pick-up)
arrangements with such provider directly.
Not Transferable: These services are not transferable.
No Contaminated Products: The service is not intended for equipment that is or has become contaminated or suspected of being contaminated with
chemicals, biological agents or other substances that are not integral to the original new equipment or otherwise associated with normal office
environments.
Title and Risk of Loss: AWE will bear no risk of loss or damage to the equipment during shipment to AWE or its processing site(s) Title will be deemed
to pass to AWE or its provider upon receipt and possession ofthe equipment by AWE or its provider.
Claims of Confidentiality of Proprietary Rights: Customer agrees that any information or data disclosed or sent to AWE, over the phone,
telephonically, electronically or otherwise, is not confidential or proprietary to Customer.
Commercially Reasonable Limits to Scope of Service: In the course of providing the service, AWE may determine that the issue is beyond the scope of
the service. AWE may use commercially reasonable efforts to refer Customer to the appropriate alternative resource.
Warranty: AWE warrants that it will perform the services with commercially reasonable care. AWE makes no other warranty and disclaims all other
warranties, whether express or implied, including, but not limited to, any implied warranties of merchantability and fitness for a particular purpose.
Limitation of Liability: AWE will not be liable for lost profits, loss of business, lost data or software resulting from Customer's backup activities (or
failure to backup), or other consequential, special, indirect, or punitive damages, even if advised of the possibility of such damages, or for any claim by
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WE Acquisition Inc. All Rights Reserved vsntld 19011Confidential 8 Proprietary
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250t .iNa nit Dr)v��„.'Sudte iF 410SkM • 0ltes)ew � Pennsylvania,
Phone (610) 8334400 ,.. Email: ordars@nweteararMng.corn www.awaleariiRng.c-oin