THIS TOTALPREP-FOR-BUSINESS PORTAL AND SUBSCRIPTION AGREEMENT (the "AGREEMENT") CONTAINS THE EXCLUSIVE TERMS AND CONDITIONS BETWEEN TOTALPREP, INC., A DELAWARE CORPORATION ("COMPANY") AND YOU (AND THE ORGANIZATION YOU REPRESENT) ("CUSTOMER") AND IT GOVERNS THE CUSTOMER’S ACCESS AND USE OF THE COMPANY’S CUSTOMER PORTAL SERVICE AND RELATED SERVICES (collectively, the"SERVICE"). BY ACCESSING OR USING THE SERVICE, THE CUSTOMER IS CONSENTING TO BE BOUND BY AND BECOME A PARTY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF THE CUSTOMER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE CUSTOMER MUST NOT ACCESS OR USE THE SERVICE.

UFB Service.

TotalPrep offers various online courses at its primary website located at www .TotalPrep.com (the "Site"). TotalPrep also offers the Service under the name "TotalPrep for Business" that permits other entities to create their own portals to the Site, populate them with courses, and allow their employees to access and enroll in courses through that portal. The Service includes the tools and/or documentation needed to access the portal, customize the portal, post custom courses and other content through the portal, and other features of TotalPrep for Business service that TotalPrep makes available to Customer as described at www.totalprep.ng/terms/ . This Agreement refers to the portal page Customer creates using the Service as the "Customer Portal," and the employees and other persons Customer allows to use the Customer Portal as "Users."

Customer Portal.

The Customer Portal will be based on a template that is co-branded. Customer shall select a unique URL identifier for the Customer Portal; establish User names, passwords and maintain their security. Customer will be liable for any breach of security caused by its conduct, and will indemnify and hold harmless TotalPrep from any third party claims of infringement relating to the Customer identifier. TotalPrep may include Customer in a list of customers and identify Customer online as a user of the Service. Customer will appoint an administrator for the Customer Portal that will be responsible for its supervision, determining the courses offered, setting up User accounts and monitoring them, and other similar activities. TotalPrep will make available various tools to permit the administrator to perform these activities.

Available Courses.

Using the Service, Customer may populate the Customer Portal with different types of courses and related content. These include: (i) courses that TotalPrep generally offers on the Site ("Standard Courses") for the fees (if any) associated with each Standard Course ("Standard Course Fees"); (ii) courses that Customer creates using the Service ("Customer Courses"), for fees (if any) that Customer elects to charge Users ("Customer Course Fees"); and (iii) courses packaged into bundles that Customer subscribes to (each a "Course Subscription") for fixed fees instead of Standard Course Fees ("Subscription Fees"). All courses are subject to any restrictions put on them by the instructors for such courses, and to the obligations contained in the Terms of Use, Privacy Policy, and Copyright Policy set forth on the Site. Customer shall be responsible for the content contained in Customer Courses. Upon termination of this Agreement, enrolled Users will still be able to access Standard Courses and, subject to Customer’s consent, Customer Courses as independent users of the Site. Courses available through a Course Subscription are only available for as long as (a) Customer continues to pay the Subscription Fees for that Course Subscription; and (b) TotalPrep continues to have the right to offer those Courses as part of a Course Subscription; provided, however, that if TotalPrep no longer has that right it will use its best efforts to secure a transition period and the right for enrolled Users to continue to access those Courses during that transition period from the Course provider, and will endeavor to give notice of such a transition as far in advance as possible.

Accessing the Service and the Customer Portal.

Subject to the terms and conditions of this Agreement, TotalPrep gives Customer access to the Service for the purpose of using the Service, creating a Customer Portal with the Service, and operating that Customer Portal, all in accordance with any documentation that TotalPrep provides. In addition to this Agreement, the right to access and use if the Service and the Customer Portal is subject to the Terms of Use, Privacy Policy, and Copyright Policy set forth on the Site. The use of the Customer Portal by Customer employees is also governed by the Terms of Use, Privacy Policy, and Copyright Policy as they apply to Users of the Site. TotalPrep will endeavor to make the Customer Portal and any courses accessed through the Customer Portal available 24x7 (subject to planned maintenance downtime). Customer will be entitled to receive email support for the Service at all times, and voicemail support from 8:30a.m-5:00p.m. Pacific Time, Monday to Friday (except business holidays).

Restrictions.

In the course of using the Service and operating the Customer Portal, Customer shall not (and shall not permit Users to): provide incorrect or knowingly false information; copy, distribute, modify, reverse engineer, deface, tarnish, mutilate, hack, or interfere with the Site or Service or any courses (other than Customer Courses); frame or embed the Site, Service, Customer Portal or any courses; introduce any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Site or Service; scrape, spider, use a robot or other automated means of any kind to access the Site, Service or courses; rent, timeshare, lease or otherwise permit third parties other than Users to access or use the Service or Customer Portal. If Customer’s access to the Service is based on a number of Users, then all such Users must be Customer employees or full-time contractors, and User access cannot be assigned or transferred from one employee to another employee except in connection with a change of job assignment or termination of employment.

Fees and Payment.

Customer will pay TotalPrep the fees for the services and activities under this Agreement. The terms of these fees shall be agreed to by the Customer at the same time it agrees to this Agreement. You agree to pay the fees for an entire Term, even if you cancel this Agreement anytime during a Term. All fees shall be paid in US dollars and are non-refundable. Fixed fees are payable in advance for the period of the plan selected. Recurring fees are due within fifteen (15) days of the beginning of each month or other period. Late payments shall be subject to 1.5% interest per month (or the maximum permitted by law). Customer shall be responsible for any sales, value-added, services, use or similar taxes (other than taxes on TotalPrep’s income). If Customer elects to pay fees by credit or debit card or direct funds transfer, then Customer hereby authorizes TotalPrep or its third-party payment processor to charge such card or account. Customer shall provide TotalPrep or its third-party payment processor with all necessary billing, card and account information.

Confidentiality.

Customer acknowledges that, in the course of activities under this Agreement, Customer will obtain information relating to TotalPrep and the Service which is confidential in nature ("Confidential Information"), including, but not limited to, the Service features, pricing details, and other features and information about the Site’s operations. TotalPrep acknowledges that it may obtain Confidential Information relating to Customer, including, but not limited to, Customer Courses. Each party ("Recipient") agrees that it will not disclose Confidential Information of the other party ("Discloser") without the prior written consent of Discloser unless such Confidential Information becomes part of the public domain through no fault of the Recipient, and that it will only use such Confidential Information for the purposes of this Agreement and in accordance with the Privacy Policy and applicable law. Each party acknowledges and agrees that due to the unique nature of the Confidential Information, there can be no adequate remedy at law for any breach of this section, and the Discloser shall be entitled to equitable relief in addition to whatever remedies it may have at law. Nothing in this Agreement is intended to limit either party from accessing or making available similar services or courses, including, without limitation, Customer’s (or Customer’s employees’) use of another online education site, or TotalPrep from offering Users the opportunity to enroll in courses other than the courses available on the Customer Portal. If Customer offers any suggestions for changes or improvements of the Service, TotalPrep shall be free to incorporate or use them without payment, and Customer hereby grants TotalPrep an irrevocable, perpetual, royalty-free license to do so.

Term/Termination.

This Agreement will commence on the date the Customer agrees to this Agreement. The initial Term of this Agreement will be one year, and then this Agreement will renew automatically for additional terms of one year periods until terminated by at least thirty (30) days’ notice prior to the end of the then-current term. Either party may terminate the Agreement upon thirty (30) days’ notice for a material breach unless such breach is cured during the notice period. Upon termination for any reason, Customer will cease to use the Customer Portal and the Service, each party will cease to use the other’s Confidential Information. Notwithstanding the foregoing, if any Users are taking Standard Courses that are generally available on the Site at the time of termination then TotalPrep will continue to allow those Users to complete those Standard Courses, subject to payment of any required fees and compliance with the Site Terms of Use. Sections 5 and 7-12 of this Agreement, as well as any accrued rights to payment, will survive any expiration or termination.

WARRANTY DISCLAIMER.

TOTALPREP AND CUSTOMER EACH PROVIDES THE SERVICES, COURSES, AND OTHER MATERIALS HEREUNDER "AS IS" AND HEREBY DISCLAIMS ALL WARRANTIES RELATING TO THE SERVICE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, OR SECURITY.

LIMITATION OF REMEDIES AND DAMAGES.

NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (B) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS, OR (C) ANY LIABILITY HEREUNDER IN EXCESS OF THE FEES PAID IN THE TWELVE (12) MONTHS PRIOR TO THE DATE A CLAIM AROSE. THE FOREGOING LIMITS SHALL NOT APPLY TO CLAIMS ARISING FROM CUSTOMER’S BREACH OF SECTION 5, EITHER PARTY’S BREACH OF CONFIDENTIALITY OR UNDER THE INDEMNIFICATION PROVISIONS OF THIS AGREEMENT.

Indemnification.

For the purposes of this section, all materials that a party provides to the other or otherwise makes available pursuant to this Agreement shall be that party’s "Content." The Service and Site shall be TotalPrep’s Content. The Customer Courses shall be Customer Content. Standard Courses and Subscription Courses shall not be either party’s Content. Each party (the "Indemnifying Party") shall defend, indemnify and hold harmless the other party and its employees, directors, affiliates and agents (the "Indemnified Parties") from any claims, allegations, investigations, losses, damages and fees (including court costs and attorneys’ fees) ("Claims") arising from the infringement of the Indemnifying Party’s Content by a third party’s patent, copyright, trademark, trade secret, privacy or other intellectual property or proprietary rights; provided, however, that the Indemnified Parties (a) gives the Indemnifying Party prompt notice of the Claim; (b) allow the Indemnifying Party sole control of the defense or settlement of the Claim; and (c) assist with such defense or settlement at the Indemnifying Party’s expense. In the event that the Service or Site becomes subject to a Claim or TotalPrep believes will become subject to a Claim, TotalPrep may elect to (i) defend or settle the Claim as above; (ii) procure the right for Customer to continue to use the Service or Site without material reduction in functionality; (iii) modify the Service or Site to preclude the Claim; or (iv) terminate this Agreement and refund pro rata for the remainder of the then-current term any prepaid fees. THE FOREGOING IS THE SOLE REMEDY FOR CONTENT INFRINGEMENT CLAIMS.

Miscellaneous

In the event that any of the provisions of this Agreement shall be held unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and any and all written or oral agreements previously existing between the parties are expressly cancelled. Neither the rights nor the obligations arising under this Agreement are assignable or transferable by either party without consent, except in connection with an acquisition of that party, or merger or other change of control transaction. This Agreement shall be governed by the laws of the State of California without regard to its conflicts of laws provisions and any legal claim, suit, action or proceeding arising out of this Agreement or the matters contemplated hereunder or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule and shall be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the City and County of San Francisco, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and waives any objection based on improper venue or forum non conveniens. EACH PARTY RECOGNIZES THAT THE DISCLAIMERS, LIABILITY LIMITS AND REMEDIES SET FORTH HEREIN ARE MATERIAL, BARGAINED FOR BASES FOR EACH PARTY’S DECISION TO ENTER INTO THIS AGREEMENT.