Licensing Agreement

The terms and conditions of this agreement are set forth by Rubin
Education, a Virginia corporation with its principal office located at 5229
Baptist Circle, Virginia Beach, VA 23464 (“Rubin Education” or “Licensor”)
and intended for use by homeschool families and individuals.

WHEREAS, Rubin Education is an owner, developer, and provider of
copyrighted educational materials, tools, products, and services for
students, teachers, and educators, especially in the categories of
professional and career development; and,

WHEREAS, Licensee desires to license Rubin Education’s products
(Emerge, Aspire and Propel) otherwise known as “Curriculum” for use in
an educational program.

WHEREAS, pursuant to the terms of this Agreement, Rubin Education
grants and Licensee receives a license to use the products, as defined below
and set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual
promises and covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
the Parties agree as follows:

1. License
   1. Subject to the terms, conditions, and limitations of this
      Agreement, Rubin Education hereby grants to Licensee for the term of this
      Agreement a limited, revocable, non-exclusive, non-transferable, royalty-free
      license and right to use copyrighted curriculum purchased or otherwise
      obtained from Rubin Education (“the Curriculum”) solely in connection with
      an educational program.
   2. Licensee shall be permitted to create revisions, edits,
      modifications, customizations, improvements, translations, adaptations, and
      other materials derived from the Curriculum (collectively “Derivative
      Works”), subject to Section 5 below.
      
2. Conditions of License
   • The educators teaching the Curriculum and the students under
     license are the sole authorized users of the Curriculum (“Authorized
     Users”). Receipt of full payment by Rubin Education from Licensee is a
     condition precedent to use the Curriculum. Renewals or extensions of this
     Agreement are subject to additional fees, to be agreed upon by Rubin
     Education and Licensee prior to renewal or extension.
   • Duration of Use. The term of Agreement shall be on year
     from date of purchase. This Agreement shall not automatically renew at
     its expiration.
   • Scope of Use.
     • The Curriculum may be used only for educational
       programming in accordance with the terms of this
       Agreement. This license does not authorize the
       redistribution or transmittal of the Curriculum for non-
       educational purposes or for any other purpose not expressly
       stated herein.
     • This license is not assignable or transferable by operation of
       law or otherwise without the express written consent of the
       Rubin Education.
     • This license is limited to the Licensee and Licensee’s
       Authorized Users, including any off-campus digital access to
       the Curriculum by Authorized Users as provided for by the
       Curriculum and Rubin Education (“Premises”).
     • This license does not authorize the broadcasting,
       telecasting, or transmission, in any form, of the Curriculum
       to persons outside of the Premises other than the Authorized
       Users and as stated in Section 2(c)(iii) of this Agreement.
     • Licensee will provide location or enrollment data to Rubin
       Education within ten (10) business days upon Rubin
       Education’s reasonable written request.
     • All marketing and promotional content created or
       contributed by Licensee that incorporate any portion of the
       Curriculum must be approved by Rubin Education in writing
       prior to distribution.
     • Licensee hereby agrees to promptly notify Rubin Education
       of any unauthorized use of the Curriculum by others
       promptly as it comes to Licensee’s attention.
   • Confidentiality. Licensee shall keep the Curriculum confidential
     and protect such material from unauthorized disclosure, publication, or
     dissemination, whether by its employees, agents, or representatives, using
     at least the same degree of care that Licensee uses to protect its own
     confidential information but in no event less than reasonable care, and shall
     not disclose or disseminate or permit disclosure or dissemination to any
     other person or entity not deemed an Authorized User under this
     Agreement.  Licensee shall not disseminate the Curriculum to any person
     that is not an Authorized User of Licensee without Rubin Education’s prior
     written approval.
   • Rubin Education reserves the right, in Rubin Education’s sole
     discretion, to amend, update, or modify the Curriculum, as needed, to better
     reflect the needs and wants of all users, worldwide, of Rubin Education
     products and the Curriculum, or versions thereof, at any time without
     notice. Updates to the Curriculum or new content relating to the Curriculum
     created by Rubin Education, if any, shall be made available to Licensee on
     the same terms and conditions as other similarly situated licensees, in Rubin
     Education’s sole discretion. Any updates or upgrades to the Curriculum,
     including any updates or upgrades that supplement or replace the original
     Curriculum shall also be governed by this Agreement unless separate license
     terms accompany such updates or upgrades, in which case such separate
     terms will govern in the event of a conflict between such separate terms and
     this Agreement or as otherwise provided in such separate terms. Rubin Education shall be under no obligation, however, to amend or update the
     Curriculum or to create new content.
     
3. Termination
   • For Cause.  Rubin Education may terminate this Agreement in
     the event Licensee materially breaches this Agreement and fails to cure said
     material breach within thirty (30) days of receiving written notice of said
     material breach from Rubin Education.  Notice shall include a description of
     the asserted breach. The following acts shall constitute a material breach
     (“Material Breach”) of the Agreement:
     • Failure to pay the licensing fee in full.
     • Any use by Licensee of the Curriculum in any Duration of
       Use or Scope of Use other than specified in this Agreement.
     • Any uncorrected failure or any systemic material failure to
       materially comply with the quality control obligations under
       Section 6.
     • Any unauthorized disclosure or failure to hold the
       Curriculum in confidence.
     • Any application by Licensee or its affiliates to register or
       cooperate in any effort by any third party to register Rubin
       Education materials protected by copyrights, trademarks,
       service marks, domain names, or trade names containing the
       Rubin Education marks or that are confusingly similar to or
       dilutive of Rubin Education marks anywhere in the world in
       connection with any products or services.
     • Any challenge or participation in any challenge by Licensee
       or its affiliates against Rubin Education relating to the
       Curriculum during the Term.
     • A change in control of Licensee resulting in a transfer or
       sublicense of the Curriculum without the prior written
       consent of Rubin Education.
     • Licensee becomes insolvent or bankrupt, makes an
       assignment for the benefit of its creditors, or has a receiver,
       manager, or similar officer appointed for the whole or any
       part of its assets or business, or discontinues its business, or
       there is an order or resolution made for its dissolution or
       liquidation.
   • Interference in Rubin Education’s Operations. Rubin Education
     shall have the right to terminate this Agreement by written notice in the
     event of:
     • Any major interference with the operations of Rubin
       Education in the state, territory, dependency, possession, or
       political subdivision in which Licensee is located, by reason
       of any law of such state, territory, dependency, possession,
       or political subdivision; or
     • Any substantial increase in the cost to the Rubin Education
       of operating in such state, territory, dependency, possession,
       or political subdivision, by reason of any law of such state,
       territory, dependency, possession, or political subdivision.
   • Other than For Cause.  This Agreement may be terminated at
     any time by a mutual written agreement of the Parties.
   • Effect of Expiration or Termination.  Upon expiration or
     termination of this Agreement, all rights and licenses granted to Licensee
     hereunder shall automatically and immediately cease and terminate and
     Licensee shall have no further right to use the Curriculum in any manner or
     for any purpose.  Licensee, at Rubin Education’s election, shall promptly (a)
     return the Curriculum (including both originals and any copies thereof in
     Licensee’s possession or control) to Rubin Education, and/or (b) destroy the
     foregoing and provide Rubin Education with satisfactory proof of such
     destruction.
   • The right to terminate this Agreement shall be in addition to
     any and all other remedies which Rubin Education may otherwise have
     under the law.
     
4. Ownership of Curriculum; Intellectual Property Rights Licensee
   acknowledges that the Curriculum shall remain the sole and exclusive
   property of Rubin Education. Licensee recognizes the great value of the
   publicity and goodwill associated with the Curriculum and acknowledges
   that such goodwill belongs exclusively to Rubin Education. Licensee further
   acknowledges that Rubin Education retains all copyright and other
   intellectual property ownership rights in and to the Curriculum and that
   Licensee acquires no ownership rights or interest whatsoever in or to the
   Curriculum. Rubin Education reserves all rights not expressly herein
   granted to Licensee with respect to the Curriculum.  To the extent Licensee
   creates Derivative Works from the Curriculum, such Derivative Works will
   automatically be deemed part of the Curriculum for the purposes of this
   Agreement.
   
5. Data Privacy Rubin Education has established and implemented
   policies, programs, and procedures and will employ security measures, as
   determined by Rubin Education in its sole discretion, to protect the
   confidentiality, integrity, and security of personal information in its
   possession, custody, or control against unauthorized access, use,
   modification, disclosure, or other misuse. Rubin Education obtains a
   student’s first name, last name and email address for the purpose of
   creating student accounts in the Curriculum. Rubin Education does not
   share student information with any third parties. At the completion of the
   license term, Rubin Education expunges all student data.
   
   If Licensee uses Rubin Education’s Propel writing tool:
   
   Propel is an extension for Gmail and an add-in for Outlook. Like all standard
   extensions and add-ins, Propel can be disabled or removed at any time.
   Propel will not email users or provide user information to third parties.
   
   Propel logs and stores user messages strictly for the purpose of improving
   the quality of the tool and the ability to provide guidance more accurately
   for email etiquette and professional behavior.
   
   Student personal identifiable information (PII) is anonymized and not
   retained in the Propel logs. No sensitive information is obtained, saved or
   shared with any external parties.
   
6. Quality Control
   • Value.  Licensee acknowledges that the Curriculum is
     extremely valuable and must continue to be associated only with high-
     quality goods and services in order to maintain its value.
   • Quality of Licensee’s Business.  Licensee shall only use the
     Curriculum in connection with high-quality goods and services that comply
     with all applicable laws and regulations in the jurisdictions in which such
     goods and services are offered, sold, and/or rendered.
   • Suspension. Without prejudice to the Rubin Education’s right to
     terminate pursuant to Section 4 of this Agreement, the right to use the
     Curriculum shall be suspended in relation to any offering not complying with
     Section 6(b) above, until such time as Licensee has cured such non-
     compliance.  In the event Rubin Education suspends Licensee’s rights to use
     the Curriculum, Rubin Education will evaluate all submissions evidencing
     correction of the identified quality control failure within a commercially
     reasonable period normally not to exceed thirty (30) days from of receipt
     from Licensee.
   • Copyright/Mark Usage.  Licensee will use Rubin Education’s
     copyright or other licensed marks in accordance with appropriate standards
     for copyright or mark usage as established by Rubin Education. Upon Rubin
     Education’s reasonable request, Licensee will submit samples of its
     copyright or mark usage to Rubin Education.  Licensee shall promptly
     correct any quality deficiencies identified by Rubin Education.
   • Generally.  Licensee shall, at all times, conduct its business and
     operations so as not to bring disrepute upon the Curriculum or Rubin
     Education.  Licensee shall not use the Curriculum in a manner that causes
     physical or emotional distress or is disparaging to Rubin Education.
     
7. No Warranty THE CURRICULUM IS PROVIDED ON AN “AS IS”
   AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND.
   LICENSEE ACKNOWLEDGES AND AGREES THAT (A) THE CURRICULUM
   MAY CONTAIN ERRORS, BUGS, AND DEFECTS; (B) ACCESS AND USE OF
   THE CURRICULUM IS AT LICENSEE’S SOLE RISK; AND (C) THE ENTIRE
   RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND
   EFFORT IS WITH LICENSEE. RUBIN EDUCATION SHALL HAVE NO
   LIABILITY OF ANY KIND FOR THE USE OF, OR INABILITY TO USE, THE
   CURRICULUM OR FOR ANY LOSS OF DATA. RUBIN EDUCATION DOES
   NOT REPRESENT OR WARRANT THAT THE CURRICULUM WILL BE
   DELIVERED FREE OF ANY INTERRUPTIONS, DELAYS, OMISSIONS, OR
   ERRORS (COLLECTIVELY, “FAULTS”) OR IN A SECURE MANNER OR
   THAT ANY FAULTS WILL BE CORRECTED. RUBIN EDUCATION MAKES
   NO GUARANTEES OF COMPLETENESS, ACCURACY, OR TIMELINESS.
   RUBIN EDUCATION EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY
   KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY
   WARRANTIES OF AVAILABILITY, PERFORMANCE, MERCHANTABILITY,
   OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN
   INFORMATION, STATEMENT, REPRESENTATION, OR ADVICE GIVEN BY
   RUBIN EDUCATION OR ITS AUTHORIZED REPRESENTATIVES SHALL
   CREATE ANY WARRANTY.
   
8. Limitation of Liability
   TO THE FULLEST EXTENT PERMITTED BY
   APPLICABLE LAW, IN NO EVENT SHALL RUBIN EDUCATION BE LIABLE
   FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL,
   EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND ARISING DIRECTLY
   OR INDIRECTLY OUT OF OR IN ANY WAY RELATED TO LICENSEE’S OR
   ITS AUTHORIZED USER’S ACCESS OR USE OF THE CURRICULUM,
   INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR
   RESULTING FROM LICENSEE’S OR ITS AUTHORIZED USER’S RELIANCE
   ON ANY INFORMATION OBTAINED FROM RUBIN EDUCATION, OR FROM
   MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES OR
   EMAILS, ERRORS, DEFECTS, BUGS, VIRUSES, TROJAN HORSES, DELAYS
   IN OPERATION OR TRANSMISSION, FAULTS, OR ANY FAILURE OF
   PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD,
   COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR
   UNAUTHORIZED ACCESS TO RUBIN EDUCATION’S RECORDS,
   PROGRAMS OR SYSTEMS, AND EVEN IF RUBIN EDUCATION HAS BEEN
   ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ALL LIMITATIONS
   OF LIABILITY UNDER SECTION 8 WILL APPLY EVEN IF THE REMEDIES
   OTHERWISE PROVIDED UNDER THIS AGREEMENT, AT LAW OR IN
   EQUITY, FAIL OF THEIR ESSENTIAL PURPOSE, AND REGARDLESS OF
   THE FORM OR CAUSE OF ACTION OR THE ALLEGED BASIS OF THE
   CLAIM.
   
9. Indemnification To the extent permissible under the applicable
   law, neither Rubin Education nor its successors, legal representatives, and
   assigns, or their respective officers, agents, or employees, shall be liable for
   any loss, damage, injury, or other casualty of whatsoever kind, or by
   whomsoever caused (irrespective of negligence or fault, whether sole,
   concurrent, active, passive, comparative, strict, contractual, or vicarious of
   Rubin Education) (collectively, “Damages”), to the person or property of
   anyone, including Licensee or any of its affiliates, employees, agents, or
   customers, relating in any way to Licensee’s or its affiliates’, employees’,
   agents’ or customers’ use or advertisement of the Curriculum. Licensee
   agrees for itself and its affiliates, employees, agents, customers, successors,
   and assigns, to indemnify and hold harmless Rubin Education, its
   successors, legal representatives, assigns, and licensees, and their
   respective officers, agents and employees, from and against all claims,
   counterclaims, demands, liabilities, suits, actions, judgments, losses, costs
   and expenses, including all reasonable expenses and attorneys’ fees, in
   connection therewith, for any Damages arising from: (i) Licensee’s and/or its
   Authorized User’s use of the Curriculum; (ii) Licensee’s manufacture,
   distribution, advertisement, marketing, promotion, sale, or provision of
   goods and services in relation to the Curriculum; and/or (iii) any breach by
   Licensee of this Agreement.
   
10. No Partnership or Franchise This Agreement does not constitute
    and shall not be construed to constitute (1) a partnership or joint venture
    between Rubin Education and Licensee, or (2) a franchise agreement
    between Rubin Education and Licensee. Licensee shall have no right to
    obligate or bind Rubin Education in any manner whatsoever, and nothing
    contained in this Agreement shall give or is intended to give any rights of
    any kind to third persons. The parties understand that no party is an agent,
    employee, or servant of the other party.
    
11. Binding Effect This Agreement shall be deemed to inure to the
    benefit of the Parties and bind the Parties hereto and their respective
    permitted successors and assigns.
    
12. Entire Agreement
    • This Agreement contains the entire agreement
      between the Parties with regard to the subject matter hereof and supersedes
      all other statements and representations pertaining to this subject matter.
      This Agreement cannot be waived or added to or modified orally, and no
      waiver, addition, or modification shall be valid unless in writing and signed
      by the parties.
      
13. Governing Law, Jurisdiction, and Venue.
    • This Agreement shall be
      governed by the Laws of the Commonwealth of Virginia. The parties hereby
      irrevocably consent to the jurisdiction of all Virginia state courts sitting in
      Virginia Beach, Virginia, for the purpose of any litigation which relates to or
      concerns this Agreement. It is further agreed that venue for any such action
      shall lie exclusively with courts sitting in Virginia Beach, Virginia.
      
14. Severability
    • Any term or provision of this Agreement which is
      invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be
      ineffective to the extent of such invalidity or unenforceability without
      rendering invalid or unenforceable the remaining terms and provisions of
      this Agreement in any other jurisdiction.  If any provision of this Agreement
      is so broad as to be unenforceable, such provision shall be interpreted to be
      only so broad as is enforceable.  The Parties shall endeavor in good-faith
      negotiations to replace the invalid, illegal, or unenforceable provisions with
      valid provisions, the economic effect of which comes as close as possible to
      that of the invalid, illegal, or unenforceable provisions.
      
15. Waiver
    • The failure of a Party at any time or times to demand
      strict performance by another Party of any of the terms, covenants, or
      conditions set forth herein shall not be construed as a continuing waiver or
      relinquishment thereof and each Party may at any time demand strict and
      complete performance by the other of said terms, covenants, and conditions.
      Any waiver of such rights must be set forth in writing.
      
16. Force Majeure
    • Neither Party shall be deemed in default or
      otherwise liable hereunder due to its inability to perform  by reason of any
      fire, earthquake, flood, epidemic, accident, explosion, casualty, strike,
      lockout, labor controversy, riot, civil disturbance, act of public enemy,
      embargo, war, act of God, or any municipal, county, state, national or
      international ordinance or law or any executive, administrative, judicial, or
      similar order (which order is not the result of any act or omission to act
      which would constitute a default under this Agreement), or any failure or
      delay of any transportation, power, or other essential thing required, or
      similar causes beyond the Party’s control.  In such case, the Party affected
      by the force majeure shall notify the other Party of its inability to perform.
      Any delay in performance shall be no greater than the event of force
      majeure causing the delay.
      
17. Interpretation
    • The Parties have participated jointly in the
      negotiation and drafting of this Agreement.  This Agreement shall be
      construed without regard to any presumption or rule requiring construction
      or interpretation against the Party drafting or causing any instrument to be
      drafted.
      
18. Notices
    • All notices, requests, or other communications required
      or given in connection with this Agreement shall be in writing and shall be
      deemed given or made on the date hand-delivered by one Party to the other
      or the date mailed by registered, certified, or express mail by the Party
      giving the same to the other Party at the address set forth above, or such
      other addresses as shall have been given by written notice.