Future Forward^(BETA)

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Future Forward empowers professionals to impact and positively alter the trajectory of students’ lives by sharing their expertise and career experience.

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PLEASE READ THE FOLLOWING CAREFULLY. THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AS A USER (OR A LICENSEE) OF OUR PINTEX SOLUTIONS PLATFORM (“USER” OR “YOU”) AND APRITON EDUCATIONAL ADVISORS, LLC (“AEA”, “WE” OR “US”).

THESE TERMS OF USE, TOGETHER WITH OUR PRIVACY POLICY AND ALL APPLICABLE AGREEMENTS, RULES AND POLICIES (“ADDITIONAL TERMS”) AND THE USER LICENSE AGREEMENT (THE “LICENSE AGREEMENT”) BETWEEN AEA, LLC AND THE ENTITY HOLDING THE LICENSE OR RIGHT TO USE AND ACCESS THE PINTEX SOLUTIONS PLATFORM THROUGH WHOM YOU HAVE BEEN GRANTED ACCESS TO AND USE OF THE PINTEX SOLUTIONS PLATFORM (EACH “A LICENSEE’), CONSTITUTE THE “AGREEMENT” BETWEEN YOU AND US REGARDING YOUR MOBILE AND ONLINE PINTEX SOLUTIONS PLATFORM ACCESS, USE AND EXPERIENCE. BY ACCESSING OR USING THE PINTEX SOLUTIONS PLATFORM, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY THESE TERMS.

“A LICENSEE” IS A COMPANY OR ANOTHER ENTITY THAT IS (I) OUR CUSTOMER PURSUANT TO A LICENSE AGREEMENT WITH US, OR (II) ANOTHER THIRD-PARTY THAT HAS ENTERED INTO A SEPARATE WRITTEN AGREEMENT WITH US FOR ACCESS TO THE PINTEX SOLUTIONS PLATFORM THAT PROVIDES UNDER SUCH AGREEMENT ACCESS TO THE PINTEX SOLUTIONS PLATFORM TO ITS CUSTOMERS, INVITEES AND GUESTS. IN EACH CASE, THE LICENSE AGREEMENT OR SEPARATE WRITTEN AGREEMENT BETWEEN A LICENSEE AND US SHALL BE REFERRED TO AS THE “RIGHT TO ACCESS AGREEMENT”.

YOU ALSO REPRESENT AND WARRANT TO US THAT (I) YOU ARE NOT LOCATED IN A COUNTRY THAT IS OUTSIDE THE UNITED STATES; AND (II) YOU ARE NOT LISTED ON ANY U.S. GOVERNMENT LIST OF PROHIBITED OR RESTRICTED PARTIES.

IF YOU HAVE NOT READ THE AGREEMENT, DO NOT UNDERSTAND OR AGREE TO BE BOUND BY THE AGREEMENT, OR ARE NOT ABLE TO CONSENT TO BE BOUND BY THE AGREEMENT (E.G., IF YOU ARE NOT OLD ENOUGH TO ENTER INTO A BINDING LEGAL CONTRACT), DO NOT USE OUR PLATFORM.

NOTE THAT DISPUTES ABOUT THIS AGREEMENT OR RELATING TO THE PLATFORM GENERALLY MUST BE RESOLVED BY BINDING ARBITRATION AND ON AN INDIVIDUAL BASIS ONLY. See Section 25 of this Agreement for more details.

1. Description of Platform and Service

APRITON EDUCATIONAL ADVISORS (“AEA”), LLC, a Minnesota limited liability company, is a developer and provider of on-line educational and career development services and a support network through the use of our proprietary platform and certain equipment that can be used with the platform and software, as described below, for accessing the platform. Users access the PINTEX SOLUTIONS PLATFORM (“Platform”) via a web-based portal on the User’s PC or Mac Device (“Portal”) or through an iOS / Android mobile application downloaded to the User’s mobile Device via a web portal download of a mobile application (“App”), pursuant to which students, teachers, educational administrators, guidance counselors, volunteers and others can connect with each other to obtain, provide and coordinate the provision of career and educational development, opportunities and guidance and similar educational and career support services.

Your access to and use of the Platform for the provision, receipt or coordination of educational and career development and guidance services is governed by the terms and conditions of this Agreement, including the Right to Access Agreement between your LICENSEE and us.

We do not guarantee that any of the information provided through the Platform is accurate or up- to-date. We do not own, manage, endorse, advocate for, or operate any of the third party LICENSEEs authorized to use the PINTEX SOLUTIONS PLATFORM or any of their permitted individual end users of the Platform. We act solely as a platform for information exchange by and amongst teachers, guidance counselors, students, volunteers and others. The PINTEX SOLUTIONS PLATFORM is merely a platform and service that helps connect such parties.

2. Scope and Acceptance

Anyone affiliated with a LICENSEE who accesses or uses our Platform is a “User.” The Agreement sets forth your rights and obligations as a User with respect to your access to and use of our Platform and use of any and all information or data of any kind arising from access to, or use of, our Platform, including, without limitation, any text, graphics, sound recordings, audio, video, and art work.

WE RESERVE THE RIGHT, AT OUR SOLE DISCRETION, TO CHANGE, MODIFY, ADD OR REMOVE PORTIONS OF THIS AGREEMENT (INCLUDING THE PRIVACY POLICY) FROM TIME TO TIME, WITHOUT PRIOR NOTICE (AS FURTHER DESCRIBED IN SECTION 21 BELOW). WE WILL POST MATERIAL CHANGES ON OUR PLATFORM, HOWEVER, IT IS YOUR RESPONSIBILITY TO CHECK THIS AGREEMENT PERIODICALLY FOR CHANGES. YOUR CONTINUED USE OF THE PLATFORM FOLLOWING THE POSTING OF CHANGES WILL MEAN THAT YOU ACCEPT AND AGREE TO THE CHANGES.

3. Eligibility and Access

Users are only able to access the Platform after a LICENSEE has executed a Right to Access Agreement with us. This User Agreement provides additional terms governing your use of the Platform as a User and, if you are accessing the Platform via a Portal or an App, additional terms governing your use of the Portal or the App.

If you are accessing or using our Platform on behalf of any business, organization, or other entity of any kind that is a LICENSEE that has executed a Right to Access Agreement with us, you represent and warrant that you are authorized by such LICENSEE to access the Platform.

The Platform is not intended or authorized for use by persons under the age of fifteen (15). By using the Platform, you represent and warrant that you are fifteen (15) years of age or older and that you agree to and agree to abide by all of the terms and conditions of the Agreement. Further, if you are under the age of eighteen (18) years of age, you represent that you have obtained permission from a parent or other guardian to access the Platform If we believe that you are under the age of fifteen (15) or under the age of eighteen (18) and do not have permission of a parent or guardian to access the Platform, we may, at any time, in our sole discretion, and with or without notice: (i) terminate your access to or use of the Platform (or any portion, aspect, or feature of it), or (ii) delete any content or information that you have posted through the Platform.

Subject to the terms and conditions of the License Agreement, we reserve the right to deny access to our Platform at our discretion and for any reason, including any breach of the Agreement.

4. Additional Terms

Additional terms and conditions may apply to specific portions, options, or features of the Pintex Solution Platform, all of which are made a part of this Agreement by this reference, including but not limited to those listed below. You agree to abide by all applicable Additional Terms. Our obligations, if any, with regard to products and services are governed solely by the agreements pursuant to which they are provided, and nothing in this Agreement shall be construed to alter such agreements.

In addition to this Agreement, the Privacy Policy describes our policies with respect to the collection, use, and disclosure of personal information from you.

If there is a conflict between the Right to Access Agreement, this User Agreement and any Additional Terms, the following terms shall control in the following order: (i) the Right to Access Agreement, (ii) this User Agreement, and (iii) any Additional Terms, including without limitation, the Privacy Policy.

5. Account Information and Security

In order to use the Platform, we may ask you to create an account and select a password and/or provide us with certain personal information. This information will be held and used in accordance with our Privacy Policy.

You agree that you will provide us with accurate, complete, and updated information on your account. You are responsible for maintaining the security of your account. We recommend that you do not share your account details or your password with others, except in the case of students for whom we recommend sharing of account details and passwords with their parent or guardian. YOU ARE SOLELY RESPONSIBLE FOR ANY ACTIVITY IN YOUR ACCOUNT, WHETHER OR NOT AUTHORIZED BY YOU, INCLUDING CONTENT PUBLISHED, SERVICES OFFERED OR CONTACTS MADE THROUGH YOUR ACCOUNT.

Please notify us immediately of any actual or suspected loss, theft, fraud, or unauthorized use of your account or account password.

6. Operation

We reserve complete and sole discretion with respect to the operation of our Platform. We reserve the right to change terms and warranties without notice. We also reserve the right to withdraw, suspend, or discontinue any functionality or feature of our Platform, at any time.

7. Inaccuracies on the Platform

A possibility exists that the Platform could include inaccuracies or errors and that additions, deletions, and alterations could be made to the Platform by unauthorized third-parties. Although we attempt to ensure the integrity of the Platform, we make no guarantees as to the completeness, correctness, or accuracy of the Platform or any of the content on the Platform. If you believe any portion of our Platform includes an error or inaccuracy, please notify us.

8. Availability of the Platform

It is not possible to operate our Platform with 100% guaranteed uptime. We will make reasonable efforts to keep our Platform operational. However, certain technical difficulties, routine site maintenance and upgrades, and other events may, from time to time, result in interruptions to or outages of our Platform. In addition, we reserve the right at any time, and from time to time, to modify or discontinue (on a temporary or permanent basis) certain functions of our Platform, with or without notice.

You agree that we shall not be liable to you or to any third party for any direct or indirect consequence of any modification, suspension, discontinuance of, or interruption to our Platform.

9. Technical Requirements

Use of the Platform requires Internet access through your computer or mobile device. You are responsible for all mobile carrier charges resulting from your use of the Platform, including from any notifications provided by the Platform. We do not guarantee that the Platform will be compatible with all devices or will be supported by all mobile carriers. You are required to have JavaScript (or similar technologies) enabled in Google’s Chrome browser to use the Platform,

and some features and portions of the Platform (including, but not limited to, making, modifying, or canceling reservations) may not be accessible with JavaScript disabled.

10. Trademarks

The name “PINTEX”, “PINTEX SOLUTONS and the “PINTEX” logo are the property of Pintex, LLC and are common law trademarks of Pintex, LLC in the United States. All other company names, logos, and trademarks mentioned herein are the property of their respective owners. Nothing herein shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use our names, logos, trademarks or other intellectual property displayed on this Platform except as expressly provided herein or by obtaining the written permission of us or such other third party owner, as applicable. You acknowledge that you understand that we will aggressively enforce our intellectual property rights with respect to the Platform and our trademarks to the fullest extent of the law, including, without limitation, the seeking of criminal prosecution.

11. Our Proprietary Rights

The PINTEX SOLUTIONS PLATFORM is owned and operated by us. As between you and us, we own and retain all proprietary rights in the Platform. The hardware, software, content, text, photographs, visual interfaces, interactive features, information, trademarks, logos, graphics, music, design, artwork, compilation, computer code, products, software, services, structure and “look and feel” of this content and all other elements of our Platform (hereinafter, the foregoing, other than information provided by a User in connection with such User’s access and use of the Platform, shall be referred to as “PINTEX MATERIALS”), is owned, controlled or licensed by or to us, and is protected by copyright, trade dress, patent, trademark, unfair competition, and other intellectual property laws of the United States and other jurisdictions, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All PINTEX MATERIALS, including intellectual property rights therein and thereto, are the property of us or its subsidiaries or affiliated companies and/or third-party licensors. You may not sell, license, distribute, copy, reproduce, republish, upload, modify, publicly perform or display, encode, translate, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the PINTEX MATERIALS, without our express prior written consent. We reserve all rights not expressly granted in this Agreement. You shall not acquire any right, title or interest to the PINTEX MATERIALS, whether by implication, estoppel, or otherwise, except for the limited rights set forth in this Agreement. You acknowledge that you understand that we will aggressively enforce our intellectual property rights with respect to our PINTEX MATERIALS to the fullest extent of the law, including, without limitation, the seeking of criminal prosecution.

Notwithstanding the foregoing, you may view, download, print, and copy PINTEX MATERIALS for your own personal, informational use, provided that (i) you do not modify the PINTEX MATERIALS and (ii) you retain all copyright and propriety notices originally contained in the PINTEX MATERIALS on any copies.

12. User Feedback

Any feedback, comments, ideas, improvements or suggestions (collectively, “Suggestions”) provided by you to us with respect to the Platform or the on-line educational and career development and information sharing features for which the Platform is designed shall remain the sole and exclusive property of us. We shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without credit or compensation to you.

13. Permitted Use

Certain materials on our Platform are protected by law, including but not limited to intellectual property laws and U.S. copyright laws. You expressly acknowledge and agree that the content accessible within our Platform that is not expressly designated as being provided by a third party is the property of us and our content providers, and we and our content providers retain all right, title, and interest in the content.

Subject to the terms of this Agreement, you are granted a limited, personal, non-exclusive, non- sublicensable, non-assignable, non-transferable, and revocable license to access and use our Platform and related materials solely for your own personal use in accordance with the license scope and use restrictions specified in the Right to Access Agreement with your LICENSEE that provided you with the right to access the Platform on its behalf. Except as expressly provided, all rights are reserved.

14. User Content

We may, at our sole discretion, permit Users to post, upload, publish, submit, or transmit photos, diagrams, text, testimonials, reviews, videos, sounds, images, or information (collectively, the foregoing, other than confidential information of the User, specifically designated by the User as confidential, shall be referred to as “User Content”) on the Platform. By making available any User Content on the Platform, you hereby grant AEA a worldwide, irrevocable, perpetual, non- exclusive, transferable, royalty-free license, with the right to sublicense, use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise use such User Content on, through, or by means of the Platform for the purposes for which such User Content was provided. We do not claim any ownerships rights in any such User Content and nothing in this User Agreement will be deemed to restrict any rights that you may have to use and exploit such User Content. You acknowledge and agree that you are solely responsible for all User Content that you make available through the Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available through the Platform or you have all rights, licenses, consents, and releases that are necessary to grant to us the rights in such User Content, as contemplated under these Terms; (ii) neither the User Content nor your posting, uploading, publication, submission, or transmittal of the User Content or our use of the User Content (or any portion thereof) on, through, or by means of the Platform will infringe, misappropriate, or violate a third-party’s patent, copyright, trademark, trade secret, moral rights,

or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation, and (iii) your User Content does not: (a) include any profane, obscene, defamatory, discriminatory, threatening, menacing, harassing, or violent content; (b) depict or suggest nudity or sexual acts; (c) promote hatred, including against members of a protected group under federal, state, or local law (such as, for example, a group defined by race, gender, or national origin); (d) objectively shock or disgust; (e) depict or suggest presently occurring illegal activity; (f) include unlicensed proprietary content of a third party, including, e.g., third-party content protected by copyright or trademark for which you do not have a license; (g) breach any duty of confidentiality you may have to a third party (e.g., discloses private information about a third party without consent); (h) present a message that is contrary to AEA’s educational and career guidance and development mission; or (i) violate any federal, state or local laws, rules or regulations. In addition, you agree to indemnify us for any violation of the Agreement in accordance with the Indemnity provisions below. You also agree that we may, but has no obligation to, review or monitor this User Content and may remove or alter any materials that you submit in its sole discretion at any time for any reason.

15. Personal Information

Under the terms of a Right to Access Agreement, AEA and each LICENSEE and their respective customers, guests and invitees of and to PINTEX SOLUTIONS PLATFORM agree to comply with all federal and state laws and regulations, and all rules, regulations, and policies of the other party, regarding the confidentiality of personal information, to include, without limitation, personal telephone numbers, email addresses and similar direct contact information unless disclosure of such information is specifically authorized in each case. In this respect, the terms of the Right to Access Agreement by and between us and the LICENSEE that has given you the authority to access the Platform governs how protected personal information inputted into the Platform by you is treated.

16. Third Party Content

16.1 General. The Platform may contain or display various materials and content from third parties (“Third Party Materials”). The display on or through the Platform of such Third Party Materials does not in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by us of any third party or any affiliation between any such third party and us. Furthermore, in using and accessing the Platform, you agree that we are in no way responsible for the accuracy, timeliness, or completeness of Third Party Materials. Our display of specific Third Party Materials does not suggest a recommendation by us of the third party or any services offered. Your interaction with any third party accessed through the Platform (whether online or offline) is at your own risk, and we will have no liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence of any such third party or for any personal injuries, death, property damage, or other damages or expenses resulting from your interactions with the third party.

16.2 Third Party Links and References.

The Platform may also contain references or links to Third Party Materials and websites not controlled by us. We provide such information and links solely as a convenience to you and such links and references should not be considered endorsements or recommendations of such sites or any content, products or information offered on such sites. You acknowledge and agree that we are not responsible for any aspect of the information or content contained in any third party materials or on any third party sites accessible or linked from the Platform. You agree that we are not responsible for any injury, harm, damages, or negative experience you may encounter by accessing, visiting, or using such Third Party Materials. If you access, visit, or use any Third Party Materials referred to on the Platform, you do so at your own risk.

17. Disclaimers

“AS IS” DISCLAIMER. You expressly agree that access to and use of our Platform is at your sole risk. Our Platform is provided on an “as is” and an “as available” basis. We do not make, and hereby disclaim, any representations or warranties, express, implied, or statutory, regarding (a) PINTEX SOLUTIONS PLATFORM; and (b) any products and services offered through our Platform or as part of the on-line educational and career development services available to you on the Platform, or any portion thereof, including (without limitation) implied warranties of merchantability, fitness for a particular purpose, title, non-infringement of third party rights, and any warranties arising by course of dealing or custom of trade. We make no representation or warranty that any material, content, products, or services displayed on or offered through our Platform are accurate, complete, appropriate, reliable, or timely. We also make no representations or warranties that the Platform will meet your requirements, or that your access to and use of the Platform will be uninterrupted or error-free, free of viruses, malicious code, or other harmful components, or otherwise will be secure. YOU EXPRESSLY ACKNOWLEDGE THAT THE PINTEX SOLUTIONS PLATFORM, OR ANY PART THEREOF, IS BEING PROVIDED BY AEA SIMPLY AS A TOOL FOR COMMUNICATION AND IT IS NOT BEING PROVIDED BY AEA TO ANY CUSTOMER OR END USER FOR THE COUNSEL, OPPORTUNITY OR ADVICE THAT ANY END USER MAY BE OFFERING OR SEEKING, OR A THIRD-PARTY MAY PROVIDE TO AN END USER THROUGH USE OF IT. IN THIS RESPECT, AEA DISCLAIMS ANY RESPONSIBILITY WHATSOEVER FOR ANY CAREER COUNSELING, EDUCATIONAL GUIDANCE OR ADVICE THAT MAY BE PROVIDED OR RECEIVED BY AN END USER OR A THIRD-PARTY THROUGH USE OF THE PINTEX SOLUTIONS PLATFORM BY AN END USER.

Some jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you.

18. Limitation of Liability

To the maximum extent permitted by applicable law and notwithstanding any other provision of this Agreement, in no event shall AEA or any of its affiliates, partners, officers, employees, agents, contractors, successors, or assignees be liable to you (including any of your partners, officers, employees, agents, contractors, successors, or assignees) for any indirect, special, incidental, exemplary, punitive, or consequential damages, whether arising in contract, equity, tort, or otherwise (including breach of warranty, negligence, and strict liability in tort), including, without limitation, damages arising from delay, loss of goodwill, loss of or damage to data,

interruption in use or availability of data, loss of use of money or use of products, lost profits, revenue or savings (actual or anticipated), or other economic loss ensuing from or in connection with (a) your access to and use of the PINTEX SOLUTIONS PLATFORM; or (b) any educational, career guidance counsel, volunteer services or other similar services offered or obtained through access and use of the PINTEX SOLUTIONS PLATFORM, even if we or any of our affiliates have been advised of the possibility of such damages. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy.

If, despite the foregoing limitation of liability for damages, a court or other tribunal of competent jurisdiction decides to award monetary damages to you for any claim or cause of action arising from the same, the amount of monetary damages for such claim or cause of action shall be no greater than one hundred U.S. dollars ($100).

19. Indemnity

You understand and agree that you are personally responsible for your behavior in connection with the use of the PINTEX SOLUTIONS PLATFORM. You agree to indemnify, defend, and hold AEA harmless, our subsidiaries, and affiliates, and our and their respective directors, officers, partners, employees, agents, contractors, successors, and assigns from and against all claims, demands, lawsuits, damages, liabilities, losses, costs, or expenses (including, but not limited to, reasonable fees and disbursements of counsel and court costs), judgments, settlements, and penalties of every kind arising from or relating to any violation of this agreement and any activity related to your use of the Platform.

20. Copyright Infringement

We take copyright violation very seriously and will vigorously protect the rights of legal copyright owners. We may remove material from the Platform that appears in our sole discretion to infringe upon the intellectual property rights of others and we will terminate the access rights of any repeat infringer. If you believe a work protected by a U.S. copyright you own has been posted on this Platform without authorization, you may notify our copyright agent, and provide the following information:

(a) a physical or electronic signature of the person authorized to act on behalf of the copyright owner;

(b) identification of the copyrighted work or works claimed to have been infringed;

(c) a detailed description of the material you claim is infringing, together with information sufficient to enable us to locate it, including the URL where the infringing material appears;

(d) your name, mailing address, telephone number, and e-mail address;

(e) a statement by you that you believe in good faith belief that the copyrighted material identified is being used in a manner that is not authorized by the copyright owner, its agent or the law; and

(f) a statement by you that the above information is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of the copyright allegedly infringed.

To notify AEA of claimed copyright infringement, please contact us at:

15230, HIGHLAND BLUFF, MINNETONKA MN 55345

21. Modifications and Updates

At any time and at our sole discretion, we may add, delete, or modify the Agreement or the Platform or any functionality provided through the Platform or the App or the Portal without liability to you. If we materially modify these terms, we will make reasonable efforts to notify you of the change. For example, we may send a message to your email address, if we have one on file, or generate a pop-up or similar notification when you access our Platform via the App or the Portal for the first time after such material changes are made. No modifications to this Agreement will apply to any dispute between you and us that arose prior to the date of such modification. Your use of our Platform after modifications to this Agreement become effective constitutes your binding acceptance of such changes. If you are dissatisfied with the terms of this Agreement, then you agree that your sole and exclusive remedy is to discontinue any use of the Platform.

We may also from time to time provide enhancements or improvements to the features and/or functionality of the Platform or the App or the Portal, which may include patches, bug fixes, updates, upgrades, and other modifications (“Updates”). All Updates are subject to the terms and conditions of this Agreement, including the Master Agreement. Updates may modify or delete certain features and/or functionalities of the Platform. You acknowledge and agree that we have no obligation to (i) provide any Updates; or (ii) continue to provide or enable any particular features and/or functionalities, except as expressly provided in the Master Agreement.

22. Access and Use Where Prohibited

Access to and use of the Platform are unauthorized in any jurisdiction that does not give effect to all provisions of the Agreement, including this Section.

23. International Use

This Platform is hosted from the United States, and our corporate office and activities are located in and directed from the United States. Accordingly, if you access this Platform from outside the United States, your information may be transferred to and maintained on computers and servers located outside of your state, province, country, or other governmental jurisdiction where the privacy laws may not be as protective as those in your jurisdiction. Your consent to the

Agreement followed by your submission of such information represents your agreement to the transfer of such information to the United States and the collection, use, and disclosure of your information in accordance with United States law and our Privacy Policy.

We make no representation that the Platform or any aspect thereof will be available or appropriate for use in locations outside of the United States. Those who choose to access the Platform from locations outside the United States do so at their own risk and are responsible for compliance with local laws and regulations. Users are responsible for compliance with all United States export laws and regulations when exporting any products, services, content, or materials provided through the Platform.

24. Dispute Resolution and Binding Arbitration

24.1 Initial Dispute Resolution Process.

We intend to resolve any and all disputes that may arise between us and our Users in a cost-effective and non-disruptive manner, preferably without the time and expense of litigation. Toward this end, you agree to the following dispute resolution procedure. If you are unable to resolve any dispute in the ordinary course of business, you shall send a written notice to us in which you outline the issues in dispute, enclose any relevant documents, and state the requested relief. We shall respond within ten (10) business days with identical information from its perspective. You and one of our representatives shall meet or communicate electronically within ten (10) business days of the delivery of the response, and as often as you and we mutually deem necessary or desirable thereafter, in an attempt to resolve the matter. If, within sixty (60) days of the first communication, we fail to resolve the matter, you may then proceed to arbitration as described in Section 25.2 below.

24.2 Arbitration.

After failing to mutually settle any disputes as required in Section 23.1, and except for equitable claims, small claims court, and claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret, any controversy or claim arising out of or relating to this Agreement or the Service provided hereunder shall be submitted to and settled through binding arbitration.

(a) The arbitration will be conducted in accordance with this Agreement, the Federal Arbitration Act and the then-current Commercial Arbitration Rules of the American Arbitration Association (“AAA Rules”). In the event of a conflict, the provisions of the AAA Rules will control, except where those Rules conflict with this Agreement, in which case this Agreement will control.

(b) The arbitration shall be conducted before a single arbitrator selected as provided in the AAA Rules and who shall have at least five (5) years of relevant experience. The arbitration shall be commenced and held in the State of Minnesota. No potential arbitrator may be appointed unless he or she has agreed in writing to be bound by these procedures.

(c) To the extent state law is applicable, the arbitrator shall apply the substantive law of the State of Minnesota. The U.N. Convention on Contracts for the International Sale of

Goods shall not apply. Any issue concerning the location of the arbitration, the extent to which any dispute is subject to arbitration, the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, and any discovery disputes, shall be resolved by the arbitrator.

(d) Each party will be entitled to reasonable discovery in preparation for the arbitration, including the production of relevant documents and the deposition of witnesses. Any disputes involving discovery shall be heard and resolved by the arbitrator. All objections are reserved for the arbitration hearing, except for objections based on privilege and proprietary or confidential information.

(e) All aspects of the arbitration shall be treated as confidential and neither the parties nor the arbitrator may disclose the existence, content or results of the arbitration, except as necessary to comply with legal or regulatory requirements. Before making any such disclosure, a party shall give written notice to all other parties and shall afford such parties a reasonable opportunity to protect their interests.

(f) The decision of the arbitrator shall be reduced to writing, shall be final and binding on the parties except for fraud, misconduct, or errors of law, and judgment upon the decision rendered may be entered in any court having jurisdiction thereof. The arbitrator may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of this Agreement.

(g) The arbitrator shall award all costs of the arbitration, including arbitrator’s fees, arbitration filing fees, travel costs of witnesses, costs of depositions and reasonable attorney fees to the substantially prevailing party; provided, however, that if the User is the substantially prevailing party, the User shall bear the costs of its own attorney fees.

24.3 Class Action Waiver. We each agree that any proceedings to resolve or litigate any dispute, whether through a court of law or arbitration, shall be solely conducted on an individual basis. You agree that you will not seek to have any dispute heard as a class action, representative action, collective action, private attorney general action, or similar action.

24.4 Wavier of Jury Trial. THE PARTIES UNDERSTAND THAT BY ENTERING INTO THIS AGREEMENT, BOTH PARTIES ARE GIVING UP THEIR CONSTITUTIONAL RIGHT TO A JURY TRIAL AND, IF APPLICABLE, ANY RIGHTS THEY MAY HAVE TO BRING ANY CLAIMS ON A CLASS, REPRESENTATIVE, CONSOLIDATED OR MASS ACTION BASIS.

24.5 Injunctive Relief. Nothing herein shall prevent either party from seeking immediate injunctive relief pursuant to the Emergency Measures of Protection procedures in the AAA Commercial Rules if, in its judgment, such relief is necessary to protect its interests prior to utilizing or completing this dispute resolution process. Such remedy shall be in addition to all other remedies, including money damages, available to such party at law or in equity. You also agree that any violation by you of this Agreement will constitute an unlawful and unfair business practice that will cause irreparable harm to us for which monetary damages would be inadequate. You consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate in such circumstances, without the need for a bond. These remedies are in addition to any other remedies we may have at law or in equity.

24.6 Limitations. No action arising out of this Agreement or your access to or use of our Platform, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such case arose) and you hereby waive any longer statute of limitations that may be permitted by law.

25. Miscellaneous.

25.1 Applicable Law and Venue.

Any action related to the Agreement will be governed by the laws of the State of Minnesota, without regard to the choice or conflicts of law provisions of any jurisdiction. We each agree and consent that jurisdiction, proper venue, and the most convenient forums for all claims, actions, and proceedings of any kind relating to the Platform or the Agreement that are not submitted to arbitration will be exclusively in the federal or local courts with jurisdiction over Minnesota. If we do take any legal action against you as a result of your violation of the Agreement, we will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to us. You agree that we will not be liable to you or to any third party for termination of your access to, or use of, the Platform as a result of any violation of the Agreement or for any reason at all.

25.2 Entire Agreement.

This Agreement (including the various Additional Terms incorporated herein by reference) constitute the entire agreement between you and AEA, and supersedes any and all prior agreements, negotiations, or other communications between you and us, whether oral or written, with respect to the subject matter hereof, and, except as expressly provided herein, cannot be modified except in writing signed by both parties.

25.3 Severability.

In the event that any provision of this Agreement is held to be invalid or unenforceable, then: (a) such provision shall be deemed reformed to the extent strictly necessary to render such provision valid and enforceable, or if not capable of such reformation shall be deemed severed from this Agreement; and (b) the validity and enforceability of all of the other provisions hereof, shall in no way be affected or impaired thereby.

25.4 Waiver.

No failure or delay in enforcing any provision, exercising any option, or requiring performance, shall be construed to be a waiver of that or any other right in connection with the Agreement.

25.5 Assignment.

You may not assign, by operation of law or otherwise, any rights or delegate any duties under the Agreement to any third party, including in connection with a merger or change of control, without prior written consent by us. Any purported assignment lacking such consent will be void at its inception. We may assign all or part of its rights and/or delegate all or part of its duties under the Agreement to any party, at any time, and in its sole discretion, upon notice of assignment by posting such notice on the Platform.

26. Contacting AEA

If you have any comments, questions, complaints or claims about our Platform, please contact Chris Pears at cpears@apritonadvisors.com.

This Agreement is accepted upon your use of the Platform and is further affirmed by you becoming a User of any of the educational, career guidance and counsel and information sharing services that are or may from time to time be offered through the Platform. The section titles in this Agreement are for convenience only and have no legal or contractual effect.

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