End User License Agreement

THIS END USER LICENCE AGREEMENT (the "Agreement") dated this 22 day of January, 2024
(the "Execution Date")

BETWEEN:

The “Vendor” – 11326953 Canada Inc (EDUSITY) of 5770 Hurontario Street, Mississauga, Ontario,
Canada L5R 3G5

- AND -
The “Licensee” or the “Customer” - Atlang Ntsima of Botswana
(the "Licensee" or the “Customer”)
BACKGROUND:

The Vendor wishes to license Virtual Classroom Platform to the Licensee and the Licensee desires to
use the Virtual Classroom Platform license under the terms and conditions stated below.

WHEREAS Edusity has developed a technology enabled education platform;

AND WHEREAS Edusity wishes to give license of Edusity platform as Platform as a Service (the “
Services”);

AND WHEREAS the Vendor wishes to provide the Services to Customer;

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

Article 1 Term and Termination

1.1 This Agreement shall enter into force as of the Effective Date and will remain in full force and
effect until this Agreement is terminated.

1.2 All sections of this Agreement related to confidential information, intellectual property, waiver of
moral rights, non-competition, indemnity, limitation of liability and warranties and representations set
forth herein, together with any other provision of this Agreement which expressly or by its nature
survives termination or expiration, or which contemplates performance or observance subsequent to
termination or expiration of this Agreement, will survive expiration or termination of this Agreement for
any reason.

1.3 Edusity may terminate this Agreement immediately, at any time, upon providing written notice to
the Contractor. The Contractor may terminate this Agreement upon thirty (30) days written notice to
Edusity.

Definitions

“Account” means an account of a Parent, Student or Teacher which has been registered with
Licensee or Edusity.

“Course Content” means any data, information, content, records, files, text, images, video, audio or
other multimedia, software or other information or material that is loaded, transmitted or accessible
through the Services relating to courses or course materials. This includes, for example, any syllabi,
curricula and test materials made available through the Services by Teachers.

“Parent(s)” means a legal guardian of a Student who is under the age of 18 that has provided
consent for said Student to use, view and access the Services, and has registered an Account with
Licensee or Edusity.

“Student(s)” means an individual who has registered an Account with Licensee or Edusity and has
subscribed to one or more courses through the Services.

“Teacher(s)” means an individual or entity who has registered an Account with Licensee or Edusity
and has taught one or more courses through the Services.

“User(s)” means all individuals or entities that use, view or access the Services and includes Parents,
Students and Teachers.

“User Content” means any data, information, content, records, files, text, images, video, audio or
other multimedia, software or other information or material that is loaded, accessible, or transmitted
through the Services by Users. This includes Course Content.

IN CONSIDERATION OF the provisions contained in this Agreement and for other good and valuable
consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:

License

1. Under this Agreement the Vendor grants to the Licensee a non-exclusive and non-transferable
license (the "License") to use Virtual Classroom Platform (the "Software").

2. "Software" includes the executable computer programs and any related printed, electronic and
online documentation and any other files that may accompany the product.

3. Title, copyright, intellectual property rights and distribution rights of the Software remain exclusively
with the Vendor. Intellectual property rights include the look and feel of the Software. This Agreement
constitutes a license for use only and is not in any way a transfer of ownership rights to the Software.

4. The Software may be loaded onto a server as an Administrator and can be deployed at the
franchisee level of the Licensee.

5. The rights and obligations of this Agreement are rights granted to the Licensee only. The Licensee
may not transfer or assign any of the rights or obligations granted under this Agreement to any other
person or legal entity. The Licensee may not make available the Software for use by one or more
third parties.

6. The Software may not be modified, copied, reverse-engineered, or de-compiled in any manner
through current or future available technologies. All the right related to the source code and object
code of the software remains with the Vendor.

7. Failure to comply with any of the terms under the License section will be considered a material
breach of this Agreement.

License Fee

8. The License is available as Platform as a Service ("PAAS") basis. The service fee to use the
platform is as per Appendix A. There can be multiple host which can be licensed to Licensee. This
PAAS fees will occur every 1st of the month and will be on auto payment basis.

Limitation of Liability

9. The Software is provided by the Vendor and accepted by the Licensee "as is". Liability of the
Vendor will be limited to a maximum of the original purchase price of the Software. The Vendor will
not be liable for any general, special, incidental or consequential damages including, but not limited
to, loss of production, loss of profits, loss of revenue, loss of data, or any other business or economic
disadvantage suffered by the Licensee arising out of the use or failure to use the Software.

10. The Vendor makes no warranty expressed or implied regarding the fitness of the Software for a
particular purpose or that the Software will be suitable or appropriate for the specific requirements of
the Licensee.

11. The Vendor does not warrant that use of the Software will be uninterrupted or error-free. The
Licensee accepts that software in general is prone to bugs and flaws within an acceptable level as
determined in the industry.

Warrants and Representations

12. The Vendor warrants and represents that it is the copyright holder of the Software. The Vendor
warrants and represents that granting the license to use this Software is not in violation of any other
agreement, copyright or applicable statute.

Acceptance

13. All terms, conditions and obligations of this Agreement will be deemed to be accepted by the
Licensee ("Acceptance") upon execution of this Agreement.

User Support

14. No user support or maintenance is provided as part of this Agreement.

Term

15. The term of this Agreement will begin on Acceptance and will continue for a period of 1 year. At
the end of the term of this Agreement the Licensee must return all copies of the Software in their
possession.

Termination

16. This Agreement will be terminated and the License forfeited where the Licensee has failed to
comply with any of the terms of this Agreement or is in breach of this Agreement. On termination of
this Agreement for any reason, the Licensee will promptly destroy the Software or return the Software
to the Vendor.

Force Majeure

17. The Vendor will be free of liability to the Licensee where the Vendor is prevented from executing
its obligations under this Agreement in whole or in part due to Force Majeure, such as earthquake,
typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where the Vendor has
taken any and all appropriate action to mitigate such an event.

Governing Law
18. If You obtained the Software directly from Edusity, then the governing law and jurisdiction
provisions set forth in Your Order Terms shall apply to this EULA. Otherwise the following shall apply:

A. If You are domiciled in the United States or Canada: (1) this EULA and any Dispute is governed by
the laws of the Province of Ontario (excluding the conflicts of law rules) and the federal laws of the
Canada; and (2) to the extent permitted by law, the state and federal courts located in Ontario will
have exclusive jurisdiction for any Dispute. Both parties agree to submit to the personal jurisdiction of
the state and federal courts located within Province of Ontario and agree to waive any and all
objections to the exercise of jurisdiction over the parties by those courts and to venue in those courts.

B. If You are domiciled outside of the United States or Canada: (1) this EULA and any Dispute is
governed by the substantive laws in force in the country in which the "Licensee" or the “Customer” is
located, without regard to its conflict of law rules; and (2) the exclusive place of jurisdiction for any
Dispute shall be in such country.

B-1. These EULA shall be governed and construed in accordance with the laws of India and in case
of any dispute or other matter arising in reference to the use of the Platform and/or availing the
services on the Platform shall be referred to a sole arbitrator appointed by WEBMYNE SYSTEMS
PRIVATE LIMITED located at 702 – IVORY TERRACE, OPP. CIRCUIT HOUSE, ALKAPURI,
VADODARA - 390007 which is a JV of Edusity and shall be governed by Information Technology Act,
2000 and the rules there under as applicable amended provisions pertaining to electronic records in
various statutes as amended by Information Technology Act, 2000. The venue for arbitration shall be
Vadodara (Gujarat), and shall be conducted in English language. All the costs, charges and expenses
in connection to the Arbitration shall be solely borne by the "Licensee" or the “Customer”. Subject to
the above, the Courts having jurisdiction under the provisions of the Arbitration and Conciliation Act,
1996, to determine all matters which the Court is entitled to determine under the Act, including,
without limitation, provision of interim relief’s under the provisions of Section 9 of the Arbitration and
Conciliation Act, 1996, shall exclusively be the courts at Vadodara (Gujarat), India. Notwithstanding
the foregoing, the "Licensee" or the “Customer” agree that WEBMYNE SYSTEMS PRIVATE LIMITED
has the right to bring any proceedings before any court/forum of competent jurisdiction and the
"Licensee" or the “Customer” irrevocably submit to the jurisdiction of such courts or forum.

C. In any event, neither the U.N. Convention on Contracts for the International Sale of Goods, nor the
Uniform Computer Information Transaction Act shall apply to this EULA or any Dispute.

D. If You are an individual consumer, this Section does not deprive You of the protection afforded to
You by the provisions of mandatory consumer protections laws that are applicable to You, nor does it
prevent you from seeking remedies or enforcing your rights as a consumer under such laws.

Miscellaneous

19. This Agreement can only be modified in writing signed by both the Vendor and the Licensee.

20. This Agreement does not create or imply any relationship in agency or partnership between the
Vendor and the Licensee.

21. Headings are inserted for the convenience of the parties only and are not to be considered when
interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words
in the masculine gender include the feminine gender and vice versa. Words in the neuter gender
include the masculine gender and the feminine gender and vice versa.

22. If any term, covenant, condition or provision of this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced
in scope by the court only to the extent deemed necessary by that court to render the provision
reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be
affected, impaired or invalidated as a result.

23. This Agreement contains the entire agreement between the parties. All understandings have been
included in this Agreement. Representations which may have been made by any party to this
Agreement may in some way be inconsistent with this final written Agreement. All such statements
are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind
the parties.

24. This Agreement and the terms and conditions contained in this Agreement apply to and are
binding upon the Vendor's successors and assigns.

25. You are the authorized signer of the accounts. Your electronic signature executed in conjunction
with this Agreement shall be legally binding and any transaction performed pursuant to this
Agreement shall be considered authorized by you. You agree to provide true, accurate, current and
complete information about yourself as requested and agree to not misrepresent your identity.

Notices

26. All notices to the parties under this Agreement are to be provided at the following addresses, or at
such addresses as may be later provided in writing:

The “Vendor” - 11326953 Canada Inc (EDUSITY), 5770 Hurontario Street, Mississauga, Ontario,
Canada L5R 3G5

The "Licensee" or the “Customer” – Student / Botswana

IN WITNESS WHEREOF the parties have duly affixed their signatures/names under hand and seal
on this

22 day of January, 2024

The “Vendor” - 11326953 Canada Inc (EDUSITY)

Name : Darshit Patel

Designation: Head of Operations

(I have the authority to bind the corporation)

The "Licensee" or the “Customer” – Student / Botswana