Top Hat Agreement

1. Definitions. “Effective Date of Agreement” has the meaning set out in the order form. “Fees” means the fees described in the Order Form. `institution data` means any electronic data or information transmitted to the service by the institution and/or its users; “malicious code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs. “order form” means the order form to which this Agreement relates, to which the order form is attached and which is inserted by reference in the terms of this Agreement. “service” means the education systems from time to time for THM`s institutional engagement and commitment. “student data” means either (i) student educational materials within the meaning of the Education and Privacy Rights Act (FERPA) or (ii) any other personally identifiable information about a student. “Student User”: a student of the institution who accesses the service. `term` means the meaning attributed to that term in point 11.1. “Terms of Use” means the Terms of Use, Privacy Policy and Acceptable Use Directive, respectively amended and posted on

“Top Hat”, tophatmonocle (US) Corp., a Delaware corporation, for institutions resident in the United States of America; Top Hat (AUS) Pty Ltd., an Australian company, for institutions resident in Australia or New Zealand; and Tophatmonocle Corp., a Canadian company, for institutions not established in the United States of America, Australia or New Zealand. “user” means a student, a natural or legal person authorized by the institution to use the service and who has received from the institution (or THM at the request of the institution) a user account and a password for the service. All other majestic terms not defined elsewhere in this Agreement have the meanings ascribed to them in the Terms of Use. 2) Issuance of the licence. 1. the provision of services. In accordance with the provisions of this Section 2 and the other conditions of this Agreement and the payment of the applicable fees, THM shall make the service available to the institution during the period of validity for the internal use of the institution. Contrary to what is expressly stipulated in this agreement, THM makes the service available to users in accordance with the terms of use and subject to the conditions of use. 2. User Accounts.

User accounts are intended for use by certain users and cannot be shared or used by more than one user and cannot be assigned to new users who replace old users who no longer need routine use of the service. Users are required to accept (and/or re-accept) the Terms of Use in the manner that THM may reasonably request from time to time. Except to the extent expressly modified by this Agreement, the Institution and Users shall comply with the Terms of Use of the Service. . . .