GENERAL TERMS TEXTBOOKWEB

Textbookweb is provided by NewClicks B.V. having its main place of business at Linnaeusstraat 41, 1093 EG Amsterdam The Netherlands.

The Textbookweb License Terms and Conditions (hereinafter: the “Agreement”) contain the complete terms and conditions which apply to an organization’s or entity’s (hereinafter: the “Customer”) use of the Site, which enables access to the database Textbookweb (hereinafter: “Textbookweb”), a database containing) information on the use of textbooks & other educational material in (a part of) Higher Education

NewClicks B.V. and the Customer are also referred to hereinafter as NewClicks, and/or a “Party” and collectively as the “Parties”.

DEFINITIONS

Account: the account NewClicks shall/has create (d) for the Customer to access and use the Site;

Affiliates: any company that controls, is controlled by, or is under common control with NewClicks, and any

individual or entity that enters into a joint marketing relationship with NewClicks;

Authorized User: an individual employed by the Customer’s organization;

Content: any information that is available in the Licensed Products including any data, business or usage

reports, the Site layout, design, cover images or any other images, audio clips, graphics, logos, programs,

software, text, and any other information obtained from the Site;

Site Access Details: the method prescribed by NewClicks for accessing the Site, usually a combination of user

name and password;

Last updated: January 2019

TEXTBOOKWEB LICENSE TERMS AND CONDITIONS

NewClicks B.V.hereby grants to Customer a non‐exclusive, fee‐bearing, non‐assignable, non‐transferable license to access and use the Licensed Products in the Site solely for the Customer’s permitted uses stated in the Agreement and to provide Authorized Users access to the Licensed Products via a secure network according to the Terms and Conditions set forth in this Agreement.

If the Parties agree that the access to the Licensed Products shall take place in any other manner than using the Site, all references in this Agreement to the Site shall be interpreted as referring to the Licensed Products.

This Agreement shall be valid and enforceable during the term the Customer has ordered access to the Licensed Products including renewals.

PERMITTED USES

The Customer and the Authorized Users may access, download or print parts of the Site if the information is used solely in accordance with copyright law.

The Customer and the Authorized Users may collect, extract or use non‐substantial parts of the Site for internal use for educational, scientific, research or internal business purposes, including extraction of information for the purpose of illustration, explanation, example, comment, criticism, instruction, teaching, research or analysis provided that the information is used solely in accordance with copyright law.

PROHIBITED USES

The Customer and the Authorized Users may not reproduce, distribute, display, modify, publish, store, transfer or transmit, create derivative works from, sell or commercialize, in any form, or by any means, the Content of the Site or any portion thereof without the prior written consent of NewClicks, except as specifically authorized in this Agreement. For the avoidance of doubt, it is not permitted to use the Site or any of its Content in the pursuit of any commercial or income‐generating venture either privately for any other purposes than the explicitly permitted uses.

The Customer and the Authorized Users may not remove, obscure or modify in any way any copyright notices, other notices or disclaimers included by NewClicks and/or NewClicks’ Partners in the Site, or engage in any acts inconsistent with the principles of copyright protection and fair use without obtaining the express written permission of NewClicks and the copyright owner.

The Customer and the Authorized Users may not attempt to reverse engineer, reverse assemble, reverse compile, decompile, disassemble, or otherwise alter any executable code, software, or program in the Site.

OBLIGATIONS OF CUSTOMER

The Customer shall use best efforts to ensure that access to and use of the Site is limited to Authorized Users and that all Authorized Users are notified of and comply with the usage restrictions set forth in this Agreement.

The Customer shall ensure that Authorized Users are provided with and/or shall use the Site Access Details for access to and use of the Site. The Customer and the Authorized Users shall keep the Site Access Details personal and confidential and shall notify NewClicks promptly of any disclosure or unauthorized use thereof. The Customer shall be fully responsible for all usage or activity on its Account. The Customer shall take appropriate steps to ensure that any unauthorized use ceases and to prevent any recurrence.

Customer shall, at his own costs, obtain all Internet and telecommunications facilities, hardware and software necessary to access and use the Site and make use of a secure network. A secure network is a standalone network or a virtual network within the internet, which is only accessible to Authorized Users whose identity is authenticated at the time of log–‐in and periodically thereafter consistent with current best practice, and whose conduct is subject to regulation by the Customer.

TEXTBOOKWEB LICENSE TERMS AND CONDITIONS

The Customer shall promptly notify NewClicks of any unauthorized use of its Account or any intellectual property rights infringement, which comes to its attention and cooperate with NewClicks in the investigation of such infringement or unauthorized use and in any action, which NewClicks takes to enforce its rights, at NewClicks’ expense. NewClicks may suspend the access and/or require that the Customer suspends the access from where the unauthorized use occurred. NewClicks and NewClicks’ Partners have the right, but not the obligation, to monitor the use of the Site.

OBLIGATIONS OF NEWCLICKS

NewClicks shall create the Customer Account for the use of the Licensed Product and make the product accessible via the Site or in the manner agreed with the Customer. The Customer shall provide NewClicks with the necessary information to create the Account.

The Customer shall be able to contact NewClicks using email and telephone.

NewClicks reserves the right to withdraw from the Site any item or part of an item for which it no longer retains the right to publish or include in the Site, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable. NewClicks shall notify the Customer if items are removed.

NewClicks shall make reasonable efforts to ensure that the Site is complete and free from error and viruses.

NewClicks shall use commercially reasonable efforts to keep the Site available for access on a 24‐hour a day, 7‐day a week basis, subject to downtime for maintenance purposes. NewClicks shall use reasonable endeavors to restore access in the event of interruption or suspension of the access to the Site. NewClicks takes no responsibility for, and shall not be liable for, the Site being temporarily unavailable due to technical issues beyond NewClicks’ control.

NewClicks may from time to time, at its own discretion, create summarized reports consolidating usage datafrom a large number of Customers for purposes of benchmarking usage across Customers and examining other trends of interest for the development of new services and products. No individual Customer shall be identifiable in these summarized reports.

FEES AND PAYMENT TERMS

The Customer shall pay to NewClicks the Licence Fees and any other fees agreed between the Parties. Payment shall be made using the payment method agreed with NewClicks.

Invoices must be paid no later than 30 calendar days after the invoice date, or within such other term as NewClicks may have agreed to in writing, without any discount, suspension or set off, in the currency stated in the invoice. If it fails to make timely payment, the Customer shall immediately and without further notice be in default, in which case the Customer may be required to pay interest on the invoice amount from the date of default until the date of payment in full of four per cent per year (4 %) on the unpaid balance.

Unless stated otherwise in an invoice, all fees are exclusive of applicable taxes. The Customer shall bear and pay any applicable taxes including but not limited to service and sales taxes. The Customer shall be liable for all transaction fees and other service charges that the Customer’s bankers may levy.

INTELLECTUAL PROPERTY RIGHTS

The Site contains copyrighted material, trademarks and other proprietary information. All content in the Site, is the property of NewClicks and/or NewClicks’ Partners and it is protected by intellectual property laws. NewClicks owns the intellectual property rights to the Site as a whole, which is subject to database protection. This Agreement does not assign or transfer to the Customer or to the Authorized Users any right, title or interest other than the right to use the Site in accordance with the terms and conditions of this Agreement.

THIRD PARTY CONTENT

Via the Site the Customer may have access to Content supplied by third parties. NewClicks has no editorial control over this Content. Any opinions, advice, statements, services, offers, or other information or Content expressed or made available by third parties, are those of the respective author(s), Publisher(s), owner(s) or licensor(s) and not of NewClicks. NewClicks cannot guarantee the accuracy, timely availability, completeness or usefulness of any Content. Under no circumstances whatsoever shall NewClicks be liable for any loss or damage caused by the Customer ’s and /or Authorized Users’ reliance on information obtained through the Licensed Products.

The Licensed Products may also contain links to other internet sites and third‐party resources. NewClicks is not responsible for either the availability of these outside resources or their content.

TERMINATION

Either Party may terminate this Agreement with immediate effect by sending written notice of termination to the other Party upon or occurrence of either: (a) a material breach of this Agreement by the other Party and, if the breach is capable of remedy, the breach is not remedied within thirty (30) days of written notice of breach; (b) termination or suspension of the business of the other Party; (c) the other Party becoming insolvent or becoming the subject of any bankruptcy or similar proceeding; or (d) change to these the Textbookweb License Terms and Conditions.

The foregoing termination right shall be in addition to the other legal rights and remedies available to theterminating Party. Termination shall not release either of the Parties from the obligation to fulfill any obligation which has arisen before the time of termination, including making payments for which the due date has then elapsed, as well as the obligation to pay any amount which has become due as a result of termination.

NewClicks shall suspend access to the Site by the Customer and Authorized Users upon termination of this Agreement and close the Customer’s Account. The Content related to the Customer’s Account shall not be available any longer at the Site. NewClicks reserves the right to suspend access to the Site if the corresponding fees are not paid within the agreed term.

DISCLAIMER OF WARRANTIES AND LIMITED LIABILITY

EXCEPT AS FOR THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED PRODUCTS, ITS CONTENT OR ANY OTHER DATA OBTAINED FROM THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NEWCLICKS DOES NOT WARRANT THAT THE ACCESS TO THE SITE SHALL BE UNINTERRUPTED AND ERROR‐FREE. NEWCLICKS DISCLAIMS ANY AND ALL OTHER WARRANTIES OR REPRESENTATIONS EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF ACCURACY, COMPLETENESS, TIMELINESS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE RELATED TO THE SITE OR ANY PART THEREOF.

NEWCLICKS SHALL NOT BE RESPONSIBLE FOR ANY FAILURE OR DELAY TO MAKE AVAILABLE ANY CONTENT, OR FOR ANY DEFECTS THEREIN, THAT RESULT FROM ANY SECURITY OR SURVEILLANCE FEATURE ADOPTED BY THE SERVERS OF EITHER THE PUBLISHERS OR THE PUBLISHERS’ SERVICE PROVIDERS TO BLOCK OR INTERFERE WITH ANY ACCESS TO THEIR RESPECTIVE WEBSITES OR DATABASES.

UNDER NO CIRCUMSTANCES SHALL NEWCLICKS BE LIABLE TO THE CUSTOMER, AUTHORIZED USERS OR ANYOTHER PERSON WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR UNDER OTHER LEGAL THEORY FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES, ARISING OUT OF THE USE OR THE INABILITY TO USE THE SITE EVEN IF NEWCLICKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM TOTAL LIABILITY OF NEWCLICKS AND NEWCLICKS’ PARTNERS, IF ANY, AND IRRESPECTIVE OF THE CAUSE OR FORM OF ACTION, UNDER THIS AGREEMENT, OR ARISING OUT OF ANY CLAIM RELATED TO THIS AGREEMENT, THE SITE OR THE LICENSED PRODUCTS, SHALL BE LIMITED TO THE TOTAL AMOUNT OF THE HALF OF ONE YEAR LICENCE FEES CORRESPONDING TO THE LICENSED PRODUCT INVOLVED RECEIVED BY NEWCLICKS FROM THE CUSTOMER DURING THE ACADEMIC YEAR IN WHICH THE LIABILITY AROSE. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR SOME DAMAGES AND; THEREFORE, THIS LIMITATION MAY NOT APPLY FOR SUCH DAMAGES TO SOME CUSTOMERS. ANY RIGHT OF COMPENSATION SHALL BE INVALIDATED IF (LEGAL) PROCEEDINGS/ACTION TO CLAIM COMPENSATION HAS NOT BEEN INSTITUTED WITHIN ONE (1) YEAR OF THE DATE THE DAMAGE AND/OR LOSS FIRST AROSE.

FORCE MAJEURE

Neither Party shall be liable for any failure or inability to perform, or delay in performing, hereunder if suchfailure, inability, or delay is due to a Force Majeure event, and due diligence is used in curing such cause and in resuming performance. For purposes of this Agreement, a “Force Majeure” event shall be any cause beyond the reasonable control of the Party so failing including, without limitation, acts of God, acts of any government or civil or military authority, war or other hostility, civil disorder, the elements, fire, explosion, power failure, telecommunications services failure or interruption, equipment failure, industrial or labor dispute, or inability to access necessary supplies.

Each Party shall give notice to the other as soon as possible upon becoming aware of a Force Majeure. If, due to a Force Majeure, one of the Parties remains unable to perform its obligations for more than sixty (60) days, then the other Party may terminate this Agreement immediately. Neither Party shall have any liability to the other as a result of such termination, but any such termination shall be without prejudice to any rights, which may have arisen prior to termination.

ANNOUNCEMENTS

NewClicks shall be allowed to use the Customer’s name on press releases, public statements or promotionalmaterials subject to the Customer’s prior written approval. Both Parties may announce the participation of the Customer in Textbookweb without disclosing the terms thereof, which shall remain confidential. Any external communication issued by either Party, which mentions other Party, shall require approval in writing by the other Party.

GENERAL

Both Parties shall conduct their activities hereunder in strict accordance with all applicable laws and regulations.

NewClicks reserves the right to update or revise the Textbookweb License Terms and Conditions. The changes shall be notified to the Customer in writing. The continued use of the Site by the Customer and/or Authorized Users following notification of any changes constitutes acceptance of those changes. The general terms and conditions of the Customer are excluded, unless NewClicks has agreed to their application in writing.

This Agreement or any right pursuant hereto may not be assigned by the Customer without prior written consent of NewClicks.

Notices to the Customer provided for under this Agreement may be sent to the Customer email registered in the Account information. NewClicks is not responsible if the Customer does not receive notice from NewClicks due to incorrect email addresses. The Customer is solely responsible for keeping its Account information up to date, including its contact details. NewClicks reserves the right to deliver notices by other means such as postal mail to the address specified by the Customer. For providing notices to NewClicks, the Customer shall request email or telephone a postal address for notices, unless otherwise agreed in writing between the Parties.

If any term of this Agreement is deemed invalid, void, or for any reason unenforceable, that term shall bedeemed severable and shall not affect the validity and enforceability of the remaining terms of this Agreement.

The section headings used herein are for convenience only and shall not be given any legal relevance.

Either Party’s waiver, or failure to require performance by the other of any provision of this Agreement, shallnot affect its full right to require such performance at any subsequent time, or be taken or held to be a waiver of the provision itself.

NewClicks retains all rights not expressly granted hereunder and any and all remedies herein expressly conferred upon NewClicks shall be deemed cumulative with, and not exclusive of, any other remedy conferred hereby, or by law or equity upon NewClicks, and the exercise by NewClicks of any one remedy shall not preclude the exercise of any other remedy available under this Agreement or otherwise.

The English text of this Agreement shall prevail over versions in any other language.

This Agreement shall be governed by and construed in accordance with the laws of The Netherlands.