Individual License Agreement

RYANKIND, INC. INDIVIDUAL LICENSE AGREEMENT Updated: December 1, 2020 This Agreement is between RYANKIND, INC., doing business as Phonics in Motion™, (“RYANKIND”) and the individual or entity who acquires a single license from RYANKIND (“Licensee” or “you”). 1. Licensee Contact Information. At the time you acquire a license from RYANKIND, you must provide your Name, mailing address and email address and such other contact information as RYANKIND may reasonably request so as to be able to contact you regarding the Licensed Materials and any training. 2. Licensed Materials. Copyrights: Phonics in Motion, a text with illustrations, Copyright Registration No. TXu 1-035-670; Phonics in Motion, a videocassette, Copyright Registration No. PAu 2-655-685; and any updates, new editions or derivative works based on the foregoing. Trademarks: Phonics in Motion; Kinesthetic Motions for the Phoneme; KMPs; Reading and Writing Monster; Language Calendar; and Vowel House. Any additional intellectual property owned by RYANKIND and necessary to use RYANKIND’s system for teaching literacy, including logos, pictures, videos, stories, newsletters, original songs, activities, materials, recordings, and visual aids. The content of Licensed Materials will change over time and not all Licensed Materials will be available for use at all times. 3. License. RYANKIND grants to Licensee a nonexclusive, non-transferable, non-assignable, non-sublicensable right and license to use the Licensed Materials within the United States for the purpose of teaching literacy. No licenses, implied or otherwise, are granted to Licensee other than those expressly granted pursuant to this Agreement. All rights not expressly granted to Licensee by this Agreement are reserved to RYANKIND. Licensee may not transfer the Licensed Materials to any third party. Licensee will not cause, induce or permit others’ noncompliance with the terms and conditions of any of this License Agreement. 4. Fees. As consideration for this License, Licensee will pay to RYANKIND the License Fee specified on the RYANKIND website. RYANKIND reserves the right, in its sole discretion, to change the fees and charges in effect, or to add new fees and charges, by posting such changes or providing notice to Licensee. The License Fee does not include taxes or delivery charges, which will remain Licensee’s liability. If Licensee fails to pay the License Fee when due, RYANKIND may terminate this Agreement. All License Fees are non-refundable. 5. Licensees This agreement applies to you individually. You may not share this license or the Licensed Materials with other individual educators. If you want a group license, you should contact RYANKIND to obtain a site license. 6. Delivery. Upon payment of the initial License Fee, RYANKIND will electronically deliver or make available to Licensee the Licensed Materials. 7 .Ownership. RYANKIND owns and retains all right, title and interest in and to the Licensed Materials. Licensee neither owns nor will acquire any rights in and to the Licensed Materials, except as expressly granted by this Agreement. RYANKIND retains the absolute right to use or modify the Licensed Materials in its sole discretion for any purpose. Licensee shall not at any time do or cause to be done, and shall exercise its reasonable commercial efforts to ensure that none of its contractors, agents or representatives do or causes to be done, any act or thing impairing or tending to impair any part of any right, title, or interest of RYANKIND in or to the Licensed Materials. Licensee will not challenge or enable third parties to challenge RYANKIND’s ownership of or the validity of the Licensed Materials. Licensee will not adopt, register, apply to register or otherwise use substantially similar or confusingly similar trademarks or content to the Licensed Materials. Licensee will include all RYANKIND copyright notices or RYANKIND’s claims of trademark rights on all Licensed Materials. 8. Website and Training. RYANKIND will maintain a website for direct interaction between Licensee and RYANKIND. The website provides training for proper use of the Licensed Materials. Licensee will utilize the website to learn how to properly and effectively use the Licensed Materials. RYANKIND may, in its discretion, offer additional classes or training to Licensee in connection with Licensee’s use of the Licensed Materials. Such additional classes or training will be separately billed by RYANKIND. 9. Term and Termination. For monthly subscriptions, the term of this Agreement will begin on the date that the License Fee is paid in full and will remain in effect until the last day of the then current month, and will renew for subsequently monthly terms upon payment of the applicable License Fee. For annual subscriptions, the term of this Agreement will begin on the date that the License Fee is paid in full and will remain in effect for one year from that date, and will renew for a successive one-year term upon payment of the then current annual License Fee. Upon termination for any reason, Licensee’s right to use or access the Licensed Materials will immediately cease. Licensee must cease use of all Licensed Materials and must either return the Licensed Materials to RYANKIND or certify that all Licensed Materials have been destroyed. RYANKIND may terminate this Agreement for cause, including a material breach of this Agreement, upon notice to Licensee provided that RYANKIND has given Licensee prior notice of the cause for termination and given Licensee ten days to eliminate the cause. 10. Warranty, Remedy, and Limitation of Liability. RYANKIND warrants that it has the right to license the Licensed Materials and that the Licensed Materials do not infringe the intellectual property rights of any third party. All warranties stated in this Agreement are immediately void if Licensee or any third party makes any changes to the Licensed Materials. No RYANKIND employee, agent, or representative has the authority to bind RYANKIND to any oral representations or additional warranties concerning the Licensed Materials. RYANKIND will defend and indemnify Licensee from any claim that the unaltered Licensed Materials infringe a third party’s intellectual property rights provided that:

(a) Licensee notifies RYANKIND promptly in writing of the claim;

(b) RYANKIND has sole control of the defense and all related settlement negotiations; and

If the Licensed Materials are held to, or RYANKIND believes they are likely to be held to, infringe a third party’s intellectual property rights, RYANKIND may, at its expense:

(i) substitute or modify the Licensed Materials so that they are non‑infringing;

(ii) obtain for Licensee a license to continue using the Licensed Materials; or

(iii), if (i) and (ii) are not reasonably practicable, terminate this Agreement and make a pro rata refund of the License Fee amortized over a twelve month or 30-day period, as applicable.

RYANKIND DISCLAIMS ALL OTHER WARRANTIES TO LICENSEE, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS WHICH VARY FROM STATE TO STATE. THE EXPRESS LIMITED WARRANTY AND REMEDY STATED ABOVE IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF RYANKIND FOR DAMAGES WHATSOEVER INCLUDING, BUT NOT LIMITED TO, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF OR INABILITY TO USE THE LICENSED MATERIALS, EVEN IF RYANKIND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT WILL RYANKIND BE LIABLE TO LICENSEE FOR DAMAGES OR ANY OTHER AMOUNTS THAT EXCEED THE TOTAL OF THE AMOUNTS PAID TO RYANKIND BY LICENSEE PURSUANT TO THIS AGREEMENT DURING THE TWELVE-MONTH PERIOD PRECEDING THE DATE ON WHICH RYANKIND RECEIVED NOTICE OF THE BASIS FOR THE AWARD. 11. Licensee Indemnity. Licensee will defend, indemnify, and hold harmless, RYANKIND and its officers, directors, shareholders, employees, independent contractors, telecommunication providers, and agents, from and against any and all claims, actions, loss, liabilities, expenses, costs, or demands, including without limitation legal and accounting fees, for all damages directly, indirectly, and/or consequentially resulting or allegedly resulting from your acts or omissions. RYANKIND will promptly notify you by electronic mail of any such claim or suit and cooperate fully (at your expense) in the defense of such claim or suit. We reserve the right to participate in the defense of such claim or defense at our own expense, and choose our own legal counsel, but are not obligated to do so. This indemnification will survive any termination of the License Agreement or discontinuation of the operation of the Website. 12. Third Party Infringements. Licensee must promptly inform RYANKIND of any suspected infringement of the Licensed Materials. Licensee will cooperate with RYANKIND in any effort by RYANKIND to protect or enforce its intellectual property rights. 13. General Provisions.

(a) Licensee may not assign this Agreement or any of its rights or obligations under this Agreement, by operation of law or otherwise, without RYANKIND’s prior written consent, which may be withheld for any reason, or which may be granted upon certain conditions, including the payment of a transfer fee. RYANKIND may freely assign this Agreement, by operation of law or otherwise, without Licensee’s permission. This Agreement is binding upon and will inure to the benefit of the parties and their permitted successors and assigns. For purposes of this Agreement, any transaction which results in a change in control of Licensee will be deemed to be an assignment of this Agreement.

(b) In making and performing this Agreement, the parties act and shall act at all times as independent contractors and nothing contained in this Agreement shall be construed or implied to create an agency, partnership or employer and employee relationship between Licensee and RYANKIND or between any party to this Agreement and any officer or employee of the other party. At no time shall any party make commitments or incur any charges or expenses for or in the name of the other party.

(c) RYANKIND will not be liable for any delays in the performance of any of its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to, epidemics, pandemics, fire, strike, war, riots, acts of any civil or military authority, judicial action, acts of God, or other casualty or natural calamity.

(d) This Agreement shall be governed by the laws of the State of Ohio, without reference to its conflict of laws principles. All disputes arising out of this Agreement or the parties’ business relationship are subject to the exclusive jurisdiction of and venue in the Courts of Ohio, including federal district courts, and each party consents to the personal and exclusive jurisdiction of those courts. Any action against RYANKIND for breach of this Agreement must be brought within one year of the cause of action arising.

(e) The illegality or invalidity of any term or provision of this Agreement will not affect the remainder of this Agreement.

(f) The waiver of, or failure to enforce, any breach or default of this Agreement will not constitute the waiver of any other or subsequent breach or default. RYANKIND’s rights and remedies under this Agreement will not be exclusive but will be in addition to any and all rights it may have under applicable law.

(g) This document sets forth the entire Agreement between the parties and supersedes any and all prior proposals, agreements, and representations between them, whether written or oral. This Agreement may be changed only by mutual agreement of the parties in writing.

(h) Licensee’s use or continued use of the Licensed Materials will be deemed to be Licensee’s acceptance of and agreement to the terms of this Agreement.