The definitions for some of the defined terms are set forth below. The definitions for other defined terms are set forth elsewhere in this Agreement.

“Authorized User” means: (i) your Student Users; and (ii) your current employees, faculty, contractors, or agents whom you authorize to access and use the Platform; provided, however, that any contractors’ or agents’ access to and use of the Platform will be limited to their provision of services to you. You are responsible for the acts and omissions of your Authorized Users and any other person who accesses and uses the Platform using any of your or your Authorized Users’ Sign-In Names, Passwords, and Unique Identifiers.

“Confidential Information” means: (i) with respect to Honorlock, the Platform and any and all source code relating thereto and any other non-public information or material regarding our legal or business affairs, financing, customers, properties, pricing, or data; (ii) with respect to you, the Subscriber Content and any other non-public information or material regarding your legal or business affairs, financing, Authorized Users, properties, or data; and (iii) with respect to each Party, the terms and conditions of this Agreement. Notwithstanding any of the foregoing, Confidential Information does not include information which: (a) is or becomes public knowledge without any action by, or involvement of, the Party to which the Confidential Information is disclosed (the “Receiving Party”); (b) is documented as being known to the Receiving Party prior to its disclosure by the other Party (the “Disclosing Party”); (c) is independently developed by the Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or (d) is obtained by the Receiving Party without restrictions on use or disclosure from a third party.

“Documentation” means the manuals, specifications, and other materials describing the functionality, features, and operating characteristics, and use of the Platform, as provided or made available by Honorlock to you.

“Fees” means the fees set forth in the applicable Order Form for the Services and/or the fees set forth in the applicable Statement of Work for Professional Services.

“Order Form” means an order form for the Services mutually executed by the Parties that sets forth, among other things, the Subscription Term and the Fees. The Parties’ initial Order Form is attached hereto as Schedule A, and the Parties may subsequently elect to enter into additional Order Forms using a substantially similar form.

“Platform” means our proprietary, cloud-based proctoring platform, which we deliver within your learning management system.

“Professional Services” means the professional services ordered by you pursuant to a Statement of Work.

“Prohibited Content” means content that: (i) is illegal under applicable law; (ii) violates any third party’s intellectual property rights; (iii) contains indecent or obscene material; (iv) contains libelous, slanderous, or defamatory material, or material constituting an invasion of privacy or misappropriation of publicity rights; (v) promotes unlawful or illegal goods, services, or activities; (vi) contains false, misleading, or deceptive statements, depictions, or sales practices; (vii) contains Destructive Elements; or (viii) is otherwise objectionable to us in our reasonable, discretion.

“Services” means our provision to you of access to, and usage of, the Platform and the Support Services as set forth in this Agreement and the applicable Order Form.

“Statement of Work” means a statement of work for Professional Services mutually executed by the Parties that sets forth, among other things, the specific Professional Services that you are ordering and the Fees.

“Student User(s)” means a part-time or full-time student of customer’s educational institution which is authorized to use this service with individual log-in credentials.

“Subscriber Content” means any data, media, and other materials that Subscriber and its Authorized Users submit to the Platform pursuant to this Agreement, including, without limitation, schedules, curricula, tests, test answers, and logos, but excluding, however, any Feedback (as defined below).

“Subscription Term” means the term for which you are subscribing to the Platform as set forth in the applicable Order Form.

“Support Services” means the support services provided by us that are incidental to your use of the Platform.