General Terms and Conditions of EDLOUD INC. for Partners of the online learning platform EDLOUD

Version: June 22, 2015

§ 1 Introduction
1.1 EDLOUD INC., 80 Pine Street, Floor 24, New York, NY 10005 (hereinafter re-ferred to as “EDLOUD INC.“), operates the online learning platform EDLOUD (hereinafter referred to as “EDLOUD”) under different domains, sub-domains and aliases of these domains and subdomains and makes it available to information brokers (hereinafter referred to as “Partners”) and End Users. EDLOUD INC. al-lows Partners to use the technical framework of EDLOUD in order to create and operate their own Online Portal to provide goods and services to End Users. These General Terms and Conditions (hereinafter referred to as “T&Cs”) govern the legal relationship between EDLOUD INC. and the Partners.
1.2 By opening a EDLOUD Partner Account, the Partner accepts the following T&Cs.

§ 2 Definitions
The following terms have the following meanings throughout these T&Cs:
2.1 “Partner“ designates any individual person or legal entity operating an individual-ly created online portal by providing Content and Services within the meaning of § 2.5 in order to market it to End Users.
2.2 “End User“ designates any individual person or legal entity which uses EDLOUD and is provided with Content and Services within the meaning of § 2.5 by Part-ners through their online portals.
2.3 “Partner Instance” designates any online portal created and operated by Part-ners;
2.4 “Partner Account” designates the account set up on the EDLOUD servers in the name of the Partner, which allows the Partner to configure and manage his Part-ner Instance and his End Users. Several varying levels of access with different access data and rights can be assigned.
2.5 “Content & Services” designates the content and/ or third party services that Partners place in their Partner Instance. The scope of the Content & Services is defined individually by the Partner. It encompasses, inter alia, learning videos, teaching materials, time tables and other digital content as well as webinars, of-fline seminars and the like.
2.6 “Learning Contract” designates the contract End Users enter into with Partners in order to use the Content & Services offered in Partner Instances;
2.7 “Partner Contract” designates the contract Partners enter into with EDLOUD INC. in order to create and operate a Partner Instance.

§ 3 Scope of the T&Cs
3.1 With respect to the Content & Services provided by Partners, an End User only enters into a binding contract with the respective Partner. EDLOUD INC. is not party to the Learning Contracts concluded between Partners and End Users, but merely acts as an intermediary to broker such Learning Contracts. Partners and End Users are solely responsible for the fulfillment of their respective contractual obligations. Therefore, any claim by End Users with respect to the Content & Services has to be brought against their Partners.
EDLOUD INC. provides the technical framework that allows Partners to individu-ally create and shape their online portal through various technical solutions. EDLOUD INC. has the right to act as a representative of the Partners acting with the power to enter into and conclude agreements for them. By ordering Content & Services from an Online Portal, the End User authorizes EDLOUD INC. to pro-cess the Learning Contract. This includes, inter alia, EDLOUD INC. making tech-nically available the Content & Services by storing it on EDLOUD servers.
3.2 These T&Cs govern all contracts between EDLOUD INC. and Partners who open a Partner Account in order to operate a Partner Instance and market its Content & Servicess to End Users. These T&Cs, the price list (see § 10), and the privacy policy (see § 13) constitute the entire agreement made by and between EDLOUD INC. and the Partner unless explicitly agreed otherwise in an individual agree-ment. Terms and conditions of Partners or third parties do not apply, even if EDLOUD INC. does not explicitly object to their inclusion.
3.3 The contractual languages are German and English.
3.4 The Partner confirms that they enter into contracts with EDLOUD as an entrepre-neur within the scope of a professional or commercial activity and not as a con-sumer.
3.5 These T&Cs can be accessed and through the following link: http://www.edloud.com/partner-terms-of-services-edloud-inc. The Partner may al-so print the T&Cs.

§ 4  Registration, Conclusion of the Partner Contract
4.1 EDLOUD provides the Partner with an EDLOUD Instance installed for the Partner as well as a Partner Account. In order to open a Partner Account and create a Partner Instance, the Partner has to complete a registration process. Registration is restricted to individual persons and legal entities with full legal capacity. To reg-ister, the Partner has to complete the registration form at http://www.edloud.com and provide at least the following information: first name, name, e-mail address and individual password.
4.2 The Partner assures that all of the information he provides and the declarations he makes throughout the registration process are accurate and that he has not used personal data of third parties. The Partner promises to inform EDLOUD INC. without undue delay of any change of the information provided. The log-in data chosen by the Partner (e-mail address and password) may only be used by the Partner himself. The Partner must not pass the log-in data on to third parties. The Partner is under the obligation to keep his log-in data strictly confidential and change it resp. have EDLOUD INC. change it without delay if he becomes aware of any misuse of his log-in data or merely assumes or has reason to assume such misuse.
4.3 By activating the check box signaling approval of the T&Cs, the price list (see § 10) as well as the privacy policy (see § 13) during the registration process (opt-in process), the Partner accepts these T&Cs, the price list as well as the privacy policy. EDLOUD INC. will confirm the registration with an automatically generated e-mail sent to the Partner in some cases containing his login data. Upon receipt of the registration confirmation e-mail by the Partner, the Partner Contract be-tween EDLOUD INC. and the Partner is concluded. If EDLOUD INC. and a Part-ner choose to enter into an individual agreement, the individual Partner Contract is concluded when it has been signed by both parties.
4.4 EDLOUD INC. reserves the right to refuse entering into a Partner Contract with-out providing further details. EDLOUD INC. furthermore reserves the right to per-form its contractual obligations through subcontractors at its option.

§ 5 Creation and Operation of the Partner Instance
5.1 Upon conclusion of the contract, the Partner will be granted administrator access to his EDLOUD Account. Via his Partner Account, the Partner can then create and control his own Online Platform, fill it with corresponding Content & Services and market it to End Users.
5.2 The Partner Instance will be hosted by EDLOUD INC.. The Partner may operate his Partner Instance via a EDLOUD-subdomain (e.g. “partnername.edloud.com”) or via another individually chosen domain (“Custom Domain”) controlled by the Partner (e.g. “www.partnername.com”). The possibility to choose a Custom Do-main might be not enabled under certain pricing plans. Some parts of the Partner Instance might not accessible through a Custom Domain.
5.3 EDLOUD INC. is entitled to take all necessary measures for hosting and protect-ing the Partner Instance, in particular measures required to create back-up cop-ies of the content. Insofar as the Partner places content on his Partner Instance, he grants EDLOUD INC. the irrevocable and unlimited right, throughout the world, to make the content available to End Users in accordance with the Partner Contract and Learning Contracts.
5.4 The Partner may provide Content & Services to End Users free or for a fee as long as the Partner’s offer is in accordance with these T&Cs and – where appli-cable – the individual agreements between the parties.

§ 6 Intellectual Property Rights
6.1 EDLOUD INC. is the developer and owner of EDLOUD and all its software com-ponents. For the purpose of operating an individual Partner Instance, EDLOUD INC. grants the Partner the non-exclusive, non-transferable and non-sublicenseable right to use EDLOUD and its software components exclusively for the creation and operation of his Partner Instance in accordance with the Partner Contract. This license explicitly does not include a right to use the source code of EDLOUD or any of its components.
6.2 EDLOUD INC. reserves the right to change and develop EDLOUD and its soft-ware components at any time, change its properties and functions or provide the Partners with a new version.
6.3 By accepting these T&Cs, the Partner specifically agrees:
a) not to adapt, decompile or copy EDLOUD and its software components, whether as a whole or in part, unless allowed under this contract or accord-ing to Section 69d (2) (3) and 69e German Copyright Act;
b) not to assign, sublicense, sell, transfer, lease or share with a third party the right to use EDLOUD and its software components;
c) not to grant access to EDLOUD and its components to third parties – whether by file sharing services on the internet or in any other way;
d) not to alter or remove references to the copyright or other proprietary rights of EDLOUD INC. to EDLOUD and its components; and
e) only to use EDLOUD and its components for the purposes agreed upon with EDLOUD INC. in these T&Cs and – where applicable – the individual agreements between the parties.

§ 7 Responsibilities of the Partner
7.1 The Partners are solely responsible for the Content & Services and offers of their Online Portals. EDLOUD INC. does not warrant the legality, accuracy, complete-ness and/or currentness of the Content & Services and other data published on Partner Instances. The Partners ensure that they possess the necessary rights to use the Content & Services they distribute in connection with the operation of their EDLOUD Instance. “Distribution” here also means linking to such content, be it other EDLOUD Partners or third parties.
7.2 The Partners agree:
a) not to commit acts or distribute contents which infringe the rights of third parties (e.g. copyrights, trademark rights, personal rights) or contravene any current regulations, in particular current penal laws, provisions for the pro-tection of young people, or regulations with regard to competition law; They are prohibited in particular from distributing any pornographic, racist, libel-ous, obscene, violence-glorifying or otherwise illegal or immoral content;
b) not to distribute content which contains unsolicited advertising or sales pro-motion material (such as unwanted advertising e-mails or other “spam con-tent”); and
c) to accurately and thoroughly use references to the copyright or other propri-etary rights of third parties if needed.
7.3 Should EDLOUD INC. be made aware by a third party that a Partner has distrib-uted content contravening the duties specified in §§ 7.1 and 7.2, EDLOUD INC. is entitled to delete or block this content. The Partner will be informed immediately of such measures and will be given the opportunity to refute the allegations.
7.4 In accordance with § 7 Section 1 of the German Telemedia Act (TMG), EDLOUD INC., as a service provider, is responsible under general law for its own contents on Partner Instances, if any. However, in accordance with §§ 8 – 10 TMG, EDLOUD INC. is not obliged to monitor any other content transmitted or stored or to investigate any circumstances that indicate illegal activities. Obligations for the removal or blocking of the use of content in accordance with the general laws remain unaffected. Liability in this respect may be assumed only from the time when EDLOUD INC. is notified of a specific infringement. Once EDLOUD INC. becomes aware of such legal violations, the respective illegal contents will imme-diately be removed.
7.5 The Partners will hold EDLOUD INC. harmless of claims brought by third parties due to the violation of the duties of care arising from § 4.2 and §§ 7.1 and 7.2. The Partners will replace any damage which might arise for EDLOUD INC. be-cause of such claims, including the costs for an adequate defense. The Partners will support EDLOUD INC. in any resulting legal defense.
7.6 If a Partner is in significant or repeated violation of the duties of care arising from § 4.2 and §§ 7.1 and 7.2, EDLOUD INC. is entitled to block his access to the Partner Account and Partner Instance and terminate the Partner Contract. The Partner will be notified of such measures. The Partner is liable for any damages caused by such measures.
7.7 The Partners will adhere to the imprint obligation (obligation under the German law to provide publication details) resp. fulfill the corresponding duties existing in the country where the Partner uses EDLOUD by providing the necessary publica-tion details in a separate section of his EDLOUD Instance with the title “imprint”.

§ 8 Responsibilities of EDLOUD INC., Availability, Maintenance
8.1 EDLOUD INC. will operate EDLOUD and all its components within the scope of current technical and operational possibilities using standard commercial means and providing a hardware and software environment chosen by EDLOUD INC.. EDLOUD INC. endeavors to provide unimpeded access to the Partner Accounts and Partner Instances including all of their contents 24 hours a day, 7 days a week and to refine and adapt the access in accordance with the needs of Part-ners and End Users.
8.2 EDLOUD INC. undertakes to maintain EDLOUD and all of its components in its contractual agreed condition and will eliminate any material defects or defects in the software components within a reasonable period of time. EDLOUD will take the legitimate interests of Partners into consideration by notifying them of mainte-nance work in advance.
8.3 Temporary service interruptions because of maintenance work or disturbances inherent in the system of the internet due to, inter alia, foreign providers or net-work operators or due to force majeure cannot be prevented. Partners therefore are not entitled to uninterrupted accessibility of Partner Accounts and Partner In-stances at any time.
8.4 The use of web services bears certain risks. These risks include, but are not lim-ited to, the transmission of malicious software, spam e-mails, theft of passwords or other personal data, electronic invasion, manipulation or hacking as well as other forms of unauthorized disclosure of personal data of Partners and End Us-ers. EDLOUD INC. will undertake appropriate means to minimize such risks, but does not assume liability for claims arising in connection with such risks, and is in particular not responsible for any content provided by Partners, including any Content & Services. The use of EDLOUD takes place at the Partner’s and End User’s own risk.

§ 9 Processing of the Learning Contracts with End Users
9.1 In order to get full access to a Partner Instance, End Users first have to complete a registration process. Once the End User is successfully registered, he may ob-tain access to the Content & Services of the Partner Instance he registered for in accordance with the modalities offered by the respective Partner. However, a Partner may choose to provide preview-able content on his Partner Instance to unregistered Users. An order placed by the End User on a Partner Instance con-stitutes an offer directed at the Partner to conclude a Learning Contract which has to be accepted by the Partner.
9.2 Once the End User places an order on a Partner Instance, he will receive an au-tomatically generated e-mail from EDLOUD INC., confirming the receipt of the order. This receipt confirmation constitutes the acceptance of the contractual of-fer in the name and on behalf of the respective Partner. At the same time, the se-lected Content & Services will be unlocked for the End User.
9.3 Should a Partner offer Content & Services subject to a charge, the payment pro-cedure takes place as follows:
9.3.1 The Learning Contract is concluded with respect to the Content & Services selected by the End User and at the price shown during the booking pro-cess. The prices of Content & Servicess and the term of their use have to be provided in the offer descriptions on each Partner Instance and during the order process.
9.3.2 In order to pay the Content & Services, the End User is forwarded to a sep-arate “Checkout” web page where he can choose from several payment channels (e.g. credit card, PayPal and others). The End User will pay the to-tal price shown in the order, possibly in several installments (e.g. subscrip-tions), to EDLOUD INC. through one of the offered payment channels.
9.3.3 EDLOUD INC. receives the money from the End User on behalf of the Part-ners and forwards it to them except when the Learning Contract between Partner and End User is revoked or otherwise cancelled and amounts that the End User already paid have to be returned or re-debited (i.e. refunded).
9.3.4 EDLOUD INC. will deduct any form of taxes and third party fees from the amount (as defined in 9.3.3) before forwarding it the partner.
9.3.5 If a Partner has chosen a package including a sales commission agreement or transaction fee agreement (see § 10.1), EDLOUD INC. will deduct the sales commission or transaction fee from the amount forwarded to the part-ner at the end of each accounting period as stipulated in the Partner Con-tract.
9.3.6 At the end of each payout period, EDLOUD INC. will send a billing state-ment to each Partner disclosing the income the Partner has incurred and – where applicable – the deductions made due to a sales commission agree-ment/ transaction fee agreement and/ or taxes and/ or third party fees.

§ 10 Prices and Payment of the Partner Contract
10.1 The use of EDLOUD for the creation and operation of a Partner Instance is sub-ject to a charge. There are several packages Partners can choose from. Detailed arrangements regarding the costs are defined in a separate price list, which (in its current form) can be accessed and printed under the following link: http://www.edloud.com/pricing.
10.2 All agreed prices are strictly net and must be paid plus the statutory VAT if the Partner is based in the EU. The Partners will notify EDLOUD INC. of their valid VAT-ID (Value Added Tax Identification Number) .
10.3 If a Partner has chosen a package containing monthly usage and/or service fees, these fees will be invoiced in advance at the beginning of each accounting peri-od. These fees are payable to EDLOUD INC. within 14 days of the receipt of the invoice if not deducted automatically via Creditcard, Paypal or any other payment method offered by EDLOUD INC. Where applicable, the sales commission/ transaction fee and/ or any other deductions will be invoiced at the end of each accounting period with a billing statement (see §§ 9.3.4 – 9.3.6).
10.4 The Partner agrees to receive invoices electronically (via e-mail). These invoices are valid without signature.
10.5 If the Partner is in payment default, EDLOUD INC. may charge interest to the amount of 8 percentage points above the basic rate of interest of the European Central Bank. EDLOUD INC. reserves the right to claim further damages.
10.6 The Partners may only set off their claims against the payment claim of EDLOUD INC. if the Partners’ claims are undisputed by EDLOUD INC. or have been de-termined without further legal recourse. The Partners may only refuse the per-formance owed by them (right of retention) if they have a claim that is due against EDLOUD INC. under the same legal relationship as to the one on which their ob-ligation is based.
10.7 Should the Partners not fulfil the payment duty or should amounts that already have been paid be returned or re-debited, EDLOUD INC. is entitled, reserving further claims, to block the Partner’s access to his Partner Account and Partner Instance. The Partner will be notified of such measures. The Partner is liable for any damages caused by such measures. Access will again be granted when the outstanding debts are settled.
10.8 EDLOUD INC. has the right to increase its prices once within a quarter of a year to a reasonable extent. Such amendments are necessary, inter alia, in case of changing market conditions or in the event of significant changes to hosting costs or sales taxes. Partners will be notified of such amendments in textual form (“Textform”) three months before taking effect, at the latest. If a Partner does not agree with the proposed amendments, he may terminate the contract with two weeks’ notice to the date when the amendments take effect. If a Partner does not terminate his Partner Contract, the amendments are deemed to be approved. The right to extraordinary termination remains unaffected.

§ 11 Term of Contract, Termination
11.1 The Partner Contract shall be concluded for an indefinite duration. The Partner may terminate the contract with two weeks’ notice to the end of each calendar month. In order to terminate the contract, a declaration of termination to EDLOUD INC. in textual form (“Textform”, e.g. letter, fax, e-mail) is required. The right to extraordinary termination remains unaffected for both parties.
11.2 After termination of the EDLOUD contract, EDLOUD INC. has the right to block the Partner’s access to the Partner Account and the Partner Instance and delete its contents. EDLOUD INC. is not responsible for securing the Content & Ser-vices provided on the Partner Instance, as the Partner is responsible for fulfilling the Learning Contract with the End User.
11.3 The Partners will hold EDLOUD INC. harmless of claims brought by End Users due to deletion of the contents of a Partner Instance. The Partners will replace any damage which might arise for EDLOUD INC. because of such claims, includ-ing the costs for an adequate defense. The Partners will support EDLOUD INC. in any resulting legal defense.

§ 12 Limitation of Liability
EDLOUD INC. shall be fully liable according to statutory law for intent or gross negligence, including for intent or gross negligence of its vicarious agents, under the German Product Liability Act (ProdHaftG) and in the event of the breach of a guarantee for the conditions of goods (“Beschaffenheitsgarantie”). EDLOUD INC. shall also be fully liable for any harm or injury of life, body or health caused by ordinary negligence by EDLOUD INC. or its vi-carious agents. In the event of property or financial damages caused by ordinary negli-gence for which EDLOUD INC. is responsible, EDLOUD INC. shall be liable for a breach of material contractual duties (“Kardinalpflichten”). Material contractual duties are duties the fulfilment of which is essential for due implementation of the contract and on which the Partner can reasonably expect to be able to rely. However, in the event of a slightly negli-gent breach of material contractual duties EDLOUD INC.’s liability shall be limited to the foreseeable damage which is intrinsic to the contract. The maximum foreseeable damage which is intrinsic to the contract amounts to 50.000 EUR per case. Any further liability of EDLOUD INC. shall be excluded, regardless of the legal ground.

§ 13 Data Protection
EDLOUD INC. collects and stores any data necessary for business purposes. When pro-cessing the personal data of the Partners, EDLOUD INC. complies with the applicable statutory provisions. For further information please refer to the privacy policy, which is available in the version currently enforced under [enter link].

§ 14 Amendments
EDLOUD INC. has the right to amend these T&Cs at any time, unless material stipulations of the contractual relationship (such as the nature, scope, term and termination) are con-cerned. Such amendments are necessary, inter alia, in case of regulatory gaps (e.g. by changes in the law; court decisions deeming these T&Cs void). Partners will be notified of such amendments in textual form (“Textform”) six weeks before taking effect, at the latest. The amendments are deemed to be approved by the Partner if he does not object within six weeks after notification. In case of an objection by the Partner, the amendments do not become part of the agreement between the parties, and the contract remains unchanged. In the notification, EDLOUD INC. will expressly inform Partners about the possibility to ob-ject, the term of notice, and the consequences of not objecting. The right of termination remains unaffected.

§ 15 Confidentiality
15.1 The parties undertake to keep strictly confidential all information obtained – whether in oral, written, visual, electronic or other form – in connection with the use of EDLOUD, in particular product data, technical data such as computer pro-grams and interfaces and financial data such as sales, margins and conditions of individual agreements (hereinafter referred to as “confidential information”). The Partner is required to consult EDLOUD INC. if any doubts arise as to wheth-er specific information is to be treated as confidential information. The parties will not disclose confidential information to third parties or use it for purposes other than the performance of this agreement. Except for cases of a statutory obliga-tion to disclose, a party is only entitled to disclose or share confidential infor-mation if they obtained the written consent of the respective other party in ad-vance.
15.2 The obligation from this confidentiality agreement applies both during the term of this agreement and for two years after the end of the Partner Contract.
15.3 The parties will inform their colleagues, employees, representatives and consult-ants of this confidentiality agreement and will safeguard its observance by appro-priate instructions and separate agreements.

§ 16 Applicable Law
These T&Cs and the contract between EDLOUD INC. and the Partners shall be governed by the laws of the Federal Republic of Germany. The Convention on Contracts for the In-ternational Sale of Goods does not apply.

§ 17 Final Provisions
17.1 Any changes and supplements to the T&Cs shall require the written form to be effective.
17.2 Should any provision of these T&Cs be invalid, this shall not affect the validity of all other provisions of the T&Cs.
17.3 If the Partner is a merchant within the meaning of the German Commercial Code (HGB) or a legal entity or special fund under public law, the exclusive place of ju-risdiction for all disputes between the parties arising out of the Partner Contract, any individual agreement between the parties or these T&Cs shall be Berlin, Germany.

§ 18 Provider Identification
Our contact information is:
EDLOUD INC.,
represented by its managing directors Moritz Hunsdiek and Nikolaus Thomale

New York Office
80 PINE STREET, FLOOR 24
NEW YORK, NY 10005

Berlin Office
Alte Jakobstr. 78
D-10179 Berlin
Germany

e-mail: [email protected]
telephone: +49 (0) 30 57 70 114 00

New York, 06/22/2015

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