Additional Terms Accompanying Agreement

All capitalized terms are those as defined in the Edmodo-for-Enterprises Reseller Agreement.

1.  Purchase Orders

All Product orders shall be submitted through the CRM and processed in accordance with Edmodo’s then current Terms and Conditions of Licensing or according to the specific deal terms and conditions as specified in writing by and between Edmodo and the Reseller. To the extent that there is any conflict between the provisions of Edmodo’s Terms and Conditions of Licensing, this Agreement, or any specific deal terms and conditions as specified in writing by and between Edmodo and the Reseller, the specific deal terms and conditions as specified in writing by the between Edmodo and the Reseller shall control followed by the terms of this Agreement.

1.1  The acceptance of orders for the Products shall be at the discretion of Edmodo and at all times shall be subject to:

1.1.1  the Reseller’s full compliance with the terms and conditions of this Agreement or any specific deal terms or conditions specified in writing and agreed upon by and between Edmodo and the Reseller;

1.1.2  Edmodo being satisfied that the Reseller is of appropriate financial standing;

1.1.3  The price(s) quoted at the time of the order by Edmodo; and

1.1.4  Such other terms as Edmodo may specify at the time of the order to include but not be limited to payment terms or a requirement that, for any order, the purchase price for all Products must be pre-paid or paid, in full, prior to delivery to Reseller.

2.  Product Availability

2.1  The Reseller understands and agrees that Edmodo has the right, at any time, to modify or discontinue the availability of any Products and Edmodo will provide to the Reseller, where practicable, prior written notice of the same before the end of Product availability.

3.  Payment and Credit Terms

3.1  Payment

3.1.1  The price for the Products and any associated VAT or other indirect taxes will be invoiced in and payable in United States Dollars ($). Payment will be made according to terms agreed in writing between Edmodo and the Reseller prior to each order being accepted by Edmodo and in default of any such written agreement, payment in full for each order will be made by the Reseller in advance of, or prior to, the dispatch of any order by Edmodo.

3.1.2  In the event Edmodo, in its sole discretion, extends payment terms to Reseller, then unless otherwise agreed in writing by Edmodo, beginning thirty (30) days after the date of each invoice raised by Edmodo, interest will accrue on unpaid balances at a rate of eight percent (8%) above the annual bank base rate of Lloyds TSB Plc as published from time to time with such interest calculated on a monthly basis. Edmodo shall have the right to offset any amounts due or payable to the Reseller against amounts due to Edmodo from time to time (whether under this Agreement or otherwise).

3.1.3  All invoices and statements of balances owing from the Reseller to Edmodo shall be deemed to be irrevocably accepted as debt by the Reseller unless objected to in writing within fourteen (14) calendar days after the date of such statement. Therefore, and notwithstanding anything to the contrary in this Agreement, Edmodo shall have the right to execute any said invoice without resorting to court. Payment to Edmodo is not contingent on the Reseller’s receipt of any payments from Customers. To the extent that Edmodo must bring an action of any kind to collect payment from the Reseller, the Reseller shall be responsible for, and Edmodo shall be entitled to recover, all of Edmodo’s costs of collection of the payment including legal fees, court costs and investigatory fees.

3.2  Invoicing. Edmodo reserves the right to invoice the Reseller through Edmodo or any of its Affiliates.

3.3  Reconciliation and Waiver

3.3.1  Subject to any shorter limitations set forth in this Agreement, the Reseller agrees:

3.3.1.1  to reconcile all accounting issues related to this Agreement with Edmodo on a regular basis;

3.3.1.2  that it will notify Edmodo of any accounting claim arising under this Agreement within six (6) months from the date of the transaction giving rise to the claim; and

3.3.1.3  that any claims not raised in the six (6) months period above shall be waived.

4.  Sales Targets

4.1  Edmodo shall, on no less than an annual basis during the Term, provide to the Reseller proposed Sales Targets (“Proposed Sales Targets”) for Reseller within the Territory. The Reseller will provide to Edmodo its feedback in relation to the Proposed Sales Targets within 7 days of the date of receipt of the Proposed Sales Targets from Edmodo. If no feedback is received from the Reseller within the 7-day period, the Proposed Sales Targets shall be deemed as accepted as the Sales Target for the applicable time period (e.g. calendar month, quarter and/or year). If Reseller provides feedback during the 7-day review period, Edmodo will review the Reseller’s feedback in good faith and determine, in Edmodo’s sole discretion, whether to revise the Proposed Sales Targets. In case of either a revision to the Proposed Targets or no revision, Edmodo will confirm, in writing to Reseller, the Sales Targets for Reseller. Edmodo shall also have the unilateral but commercially reasonable right to revise the Sales Targets at any time in writing to Reseller, upon the occurrence of any significant shift in overall market demand or any other event that Edmodo reasonably believes will significantly impact the potential market for the licensing of the Products. Edmodo will evaluate all updates and modifications to the Sales Targets in good faith.

4.2  Underperformance by Reseller. In addition to any other rights available to Edmodo under this Agreement, to the extent that the Reseller’s actual sales of licenses within the Territory (based on Edmodo’s sales volume data) fail to meet the Sales Targets then Edmodo may take any of, or a combination of, the following actions each of which shall be at Edmodo’s sole discretion and each of which shall require written notice to the Reseller:

4.2.1  terminate this Agreement with immediate effect If Reseller fails to achieve any Sales Targets; or

4.2.2  require the Reseller to establish and implement a written performance improvement plan “PIP”, which shall provide specific, measurable goals that must be achieved by the Reseller over a period of ninety (90) days (the end of such period being the “PIP Resolution Date”). Should Reseller fail to achieve the goals attributed to the Reseller set out in the PIP to the satisfaction of Edmodo, then Edmodo shall the right, in its discretion, upon written notice following the PIP Resolution Date to either extend the time period for Reseller to achieve the PIP, or terminate this Agreement without the payment of any compensation whatsoever to the Reseller with such termination by Edmodo to be confirmed in writing without the need for any further notice.

5.  Marketing Reporting Obligations

5.1  Reseller agrees to accurately complete, maintain, and timely submit the following information to Edmodo through the CRM as set forth in Exhibit C of the Agreement. Reseller must obtain advance written permission from Edmodo if the submission is via a method other than the CRM.

6.  Audits

6.1  Edmodo and its authorized representatives shall have the right to audit, examine, and make copies of part or all of Reseller’s financial and related records that are reasonably pertaining to this Agreement, including:

6.1.1  (i) sales and marketing records kept by Reseller and/or its employees, agents, assign and successors in interest; communications reasonably related to same, such as emails to sales agents, marketing staff, Customers or potential leads for Edmodo (including proposals of successful and unsuccessful bidders, bid recaps, etc.);

6.1.2  (i) if Reseller plans to submit any expenses for reimbursement under this Agreement, then Reseller must also produce all paid vouchers including those for out‐of‐pocket expenses, other reimbursement supported by invoices, ledgers; cancelled checks, deposit slips, bank statements, journals, original estimates, estimating work sheets, contract amendments and change order files, backcharge logs and supporting documentation, insurance documents, payroll documents; timesheets, memoranda, and correspondence.

6.1.3  Reseller shall maintain such records and make them available if requested, at all times during the term of this Agreement and for a period of two years after the termination. At Edmodo’s written request, Reseller shall at any time requested, whether during or after termination of this Agreement, and at Reseller’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by Edmodo. Such records shall be made available during normal business hours at the Edmodo’s office or place of business. Costs of any audits conducted under this right will be borne by Edmodo.

6.1.4  If such audit above identifies overpricing or overcharges (“Fraudulent Pricing”) of any nature by Reseller to Edmodo to the extent permissible by law, Reseller shall reimburse Edmodo for the total costs of the audit. Further, if the audit discovers substantive findings related to fraud, misrepresentation, or non‐performance, Edmodo may recoup the costs of the audit work from Reseller. Any payments that must be made as a result of any such audit or inspection of Reseller’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 30 days) from presentation of Edmodo’s findings to Reseller, with an additional ten (10) percent of the Fraudulent Pricing (“Disincentive”) owed to Edmodo to discourage such practices by Reseller. Failure to make Edmodo whole or reimburse for the audit expense and the Disincentive under these provisions shall constitute material breach of this Agreement and may subject Reseller to damages.