Terms of service

This pi-top Cloud Services Agreement (“Cloud Services Agreement”) is between Ceed Ltd. (“pi-top” or “we”) and the customer using this pi-top Cloud Services Agreement (“Customer” or “you”).

Background

A. Customer has deployed or plans to deploy a cloud computing platform that incorporates software distributed by pi-top (“pi-top Software”);

The service involves creating and using a cloud-based account that primarily delivers educational worksheets and tracks user work on them. The account is accessed via a client-side application called pi-topDASHBOARD. pi-topDASHBOARD is part of the pi- top Operating System ecosystem that provides simplified, user-friendly access to the applications and configuration of your pi-top device. pi-topDASHBOARD also contains pi-topCODER pi-topCODER, an integrated development environment (IDE) for learning to code and create electronic circuits using cloud-based worksheets, multiple programming languages and simplified access to hardware. Customer can work on worksheets without registering an account, but registration allows Customer to save his progress on worksheets between sessions and across multiple devices and view statistics regarding his learning. Customer can also access non-public worksheets using a worksheet code, store usability and other settings. Additionally, a pi-top account can be accessed via pi-topCLASSROOM, an application geared towards creating and managing teacher accounts that are used to supervise enrolled student accounts.

B. pi-top provides various Support Services (“Support Services”) for the pi-top Software;

Customer and pi-top agree that pi-top will provide services related to Customer’s use of pi-top Software as defined in this Cloud Services Agreement and subject to the limitations, terms, and conditions stated in this Cloud Services Agreement.

Agreement

1. Defined terms

Some words used in this Cloud Services Agreement have particular meanings:

“Business Day” or “Business Hours” means 9:00 a.m. - 5:00 p.m. Monday through Friday, excluding public holidays in the United Kingdom.

“Confidential Information” means all information disclosed by one of us to the other, whether before or after the effective date of the Agreement, that the recipient should reasonably understand to be confidential, including: (i) for both of us, unpublished prices and other non-public terms of service, audit and security reports, product development plans, solution diagrams, data centre designs, other proprietary information or technology and information that is marked or otherwise conspicuously designated as confidential; (ii) for each party, any Intellectual Property or proprietary information maintained in confidence (such as unpublished source code or inventions); and (iii) for pi-top, the pi-top Configuration for the pi-top Software. Information that is independently developed by one of us, without reference to the other’s Confidential Information, or that becomes available to one of us other than through breach of the Agreement or applicable law, shall not be “Confidential Information” of the other party.

“Intellectual Property” or “IP” means legally protectable rights related to patents, copyrights, trademarks, trade secrets, and any other proprietary intellectual property.

“Hosted System” means a combination of hardware, software and networking elements that comprise an information technology system. For the purposes of the Cloud Services Agreement, this shall refer to the Customer’s Hosted System on the Customer’s premise and/or in the Customer’s sole control.

“pi-top Configuration for the pi-top Software” means the materials provided to Customer by pi-top specifying hardware, networking, software configuration and other elements of cloud deployment required for pi-top Support Services and which may include requirements regarding the hardware specifications, Operating System and other software versions, and configuration scripts. The then current minimum requirements for the pi-top Configuration for pi-top Software are described in your Service Description or may otherwise be communicated to you by pi-top.

“pi-top Private Cloud” means Customer’s cloud computing platform for which pi-top is providing Support Services under a Service Description, and which conforms to the pi- top Configuration for pi-top Software.

“pi-top Private Cloud Software” means the compilation of software identified in the pi- top Configuration for pi-top Software.

“Service Description” means the relevant clause in this agreement, which is agreed to electronically by Customer and which describes a specific cloud computing platform for which pi-top is to provide Services under this Agreement or the nature of the Support Services.

“Services” or “Support Services” means the support services provided by pi-top as identified on a specific Service Description and described in this Agreement.

“Stored Data” means user or Customer name, email address (optional) and age group (optional); also the user’s progress on worksheets, and their attempts at coding challenges and/or multiple choice questions.

"Supplementary Services" means those services you purchase from pi-top other than the Services.

2. Services

2.1 pi-top will perform any Supplementary Services in a good and professional manner. Where relevant, pi-top will maintain security practices that are at least as stringent as the minimum security practices required by law. pi-top will perform all Services in accordance with applicable law.

2.2 pi-top Configuration for pi-top Software. To receive Support Services, Customers must be running the pi-top software architecture. pi-top may from time to time update the pi-top Configuration for pi-top Software, including in cases where a change to the hardware or architecture requirements is necessary to support new versions of the pi-top Software. Following initial deployment, Customer is not required to update the software in response to changes in the pi-top Configuration for pi-top Software, but shall use reasonable efforts to update the software to the current standards set forth in the pi-top Configuration for pi-top Software at appropriate times in the lifecycle of the hardware, networking and software elements that comprise the software.

2.3 Customer shall make its software platform design and other documentation available to pi-top for review at all times. pi-top may terminate any Service Description without liability if the software covered by the Service Description does not conform to the applicable pi-top Configuration for pi-top Software and Customer fails to cure the nonconformity within thirty (30) days of pi-top's notice describing the non- conformity in reasonable detail. Customer acknowledges that the hardware and architecture requirements may change between versions of the pi-top Software, and updates may be required.

2.4 Supported Versions of pi-top Software. pi-top will provide Support Services only for the version of the pi-top Software that is the latest release as of the beginning of the deployment. pi-top is not required to provide Support Services at any time under this Agreement for any but the current and one prior major version release of the pi-top Software. To continue to receive Support Services, Customer must update the software from time to time with the current pi-top Software releases. Customer shall be responsible for initiating updates to released versions, but pi-top Support Services shall include support for updating. Customer acknowledges that the hardware and architecture requirements may change between versions of the pi-top Software, and updates may be required.

2.5 Training and Certification Services. Training details, if any, will be specified on an applicable Service Description, including location, attendees, and fee detail, as well as the applicable cancellation, substitution, and dismissal policies. pi-top retains ownership of all copyright and other intellectual property rights in the course material provided in Training and Certification Services, including any documentation, technical information, and know-how provided in connection with the Training and Certification Services. Any information provided to you as part of Training and Certification Services shall be held in confidence and may not be disclosed or copied, without the express written permission of pi-top. You may not use a recording or copy device in training or examinations without pi-top's written consent. Training, training material, certification exams, and other information provided by or on behalf of pi-top in connection with Training and Certification Services are furnished on an "AS-IS" basis, without warranty of any kind.

3. Ownership of data

3.1 In respect of the Stored Data, Customer hereby grants pi-top a perpetual, irrevocable, sub-licensable, assignable, worldwide, royalty-free licence to use, reproduce, electronically distribute, and display Customer Data for the following purposes: (i) providing and improving pi-top services; (ii) internal usage, including but not limited to, data analytics and metrics so long as such Customer Data has been anonymised and aggregated with other customer data; (iii) complying with applicable legal requirements and assisting law enforcement agencies by responding to requests for the disclosure of information in accordance with local laws; and (iv) any other purpose for which consent has been provided by the Customer.

4. Software licence

4.1 pi-top grants Customer a revocable, non-exclusive, non-transferable licence to use pi-top's account and other software applications (the "Software") in accordance with the documentation accompanying the Software. This licence grant includes all updates, upgrades, new versions and replacement software for your use in connection with the pi-top Services. If you do not comply with the documentation and any other requirements provided by pi-top, then you will be liable for all resulting damages suffered by you and third parties. Unless otherwise provided by applicable law, you agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the Software. Upon expiration or termination of this Agreement, you will immediately cease all use of any Software.

5. Limitation of liability

5.1 pi-top SHALL NOT BE LIABLE TO YOU OR A THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER FORESEEABLE OR UNFORESEEABLE, AND WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHER CAUSE OF ACTION (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, GOODWILL, PROFITS, INVESTMENTS, USE OF MONEY, OR USE OF FACILITIES; INTERRUPTION IN USE OR AVAILABILITY OF DATA; STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS; OR LABOUR CLAIMS), EVEN IF pi-top HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL pi-top'S TOTAL AGGREGATE LIABILITY TO CUSTOMER OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE DIRECT DAMAGES SUFFERED BY SUCH PARTY IN AN AMOUNT EQUAL TO THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO pi-top UNDER THIS AGREEMENT DURING THE FIRST TWELVE (12) MONTH PERIOD AFTER THE EFFECTIVE DATE OF THIS AGREEMENT.

5.2 Children under 13 years of age hereby agree that they obtained verifiable parental consent prior to any collection, use, and/or disclosure of personal information as applicable to creating a pi-top account.

6. Disclaimer of warranties

6.1 pi-top SERVICES IS PROVIDED "AS IS" WITHOUT ANY WARRANTY WHATSOEVER. pi- top DISCLAIMS ALL WARRANTIES WHETHER EXPRESS, IMPLIED, OR STATUTORY, TO MERCHANT AS TO ANY MATTER WHATSOEVER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT OF THIRD PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY pi-top OR ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF pi-top'S OBLIGATIONS.

6.2 The parties acknowledge that the pi-top Services are a computer network based service which may be subject to outages and delay occurrences. As such, pi-top does not guarantee continuous or uninterrupted access to the pi-top Services. Customer further acknowledges that access to the pi-top website or to the pi-top Services may be restricted for maintenance. pi-top will make reasonable efforts to ensure that services are rendered in a timely manner; however, pi-top will not be liable for any interruption, outage, or failure to provide the pi-top Services.

7. Promises we do not make

7.1 We do not promise that the Services will be uninterrupted, error-free, or completely secure. You acknowledge that there are risks inherent in Internet connectivity that could result in the loss of your privacy, Confidential Information and property.

7.2 We disclaim any and all warranties not expressly stated in the Agreement to the maximum extent permitted by law, including the implied warranties relating to satisfactory quality and fitness for a particular purpose. You are solely responsible for the suitability of the services chosen. Any services that we are not contractually obligated to provide but that we may perform for you at your request and without any additional charge are provided on an ‘AS IS' basis.

7.3 We do not have knowledge of the data you store within your Hosted System, including the quantity, value or use of the data. You are therefore responsible to take all reasonable steps to mitigate the risks inherent in the provision of the Services, including data loss.

7.4 Certain pi-top Services are designed to help you comply with various regulatory requirements that may be applicable to you. However, you are responsible for understanding the regulatory requirements applicable to your business and for selecting and using those Services in a manner that complies with the applicable requirements.

7.5 pi-top makes no representation or warranty whatsoever regarding open source software or the pi-top Software.

7.6 At Customer's request, pi-top may provide services that are not required by this Agreement, but any such services shall be provided AS IS, with no warranty whatsoever.

7.7 pi-top disclaims any and all warranties not expressly stated in this Agreement, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

8. Term and termination

8.1 The term of this Agreement shall commence on the Effective Date (i.e. the date Customer agrees to these Terms) and shall continue on until terminated as set forth herein. You may terminate this Agreement, with cause, by providing pi-top with notice of your intent to terminate, or by ceasing to use the pi-top Services. Customer shall provide all notices in writing at the email address designated for contact on our website.

9. Termination for breach

9.1 You may terminate the Agreement for breach if we:

9.1.1. materially fail to provide the Services as agreed and do not remedy that failure within ten (10) days of your written notice describing the failure;

9.1.2. materially fail to meet any other obligation stated in the Agreement and do not remedy that failure within thirty (30) days of your written notice describing the failure.

9.2 We may terminate the Agreement for breach if: 9.2.1. we discover that the information you provided for the purpose of establishing the Services is materially inaccurate or incomplete;

9.2.2. the individual signing the Agreement did not have the legal right or authority to enter into the Agreement on behalf of the person represented to be the customer;

9.2.3. your payment of any invoiced amount is overdue and you do not pay the overdue amount within four (4) Business Days of our written notice;

9.2.4. you have made payment arrangements via credit card or other third party, and the third party refuses to honour our charges;

9.2.5. you fail to comply with any other obligation stated in the Agreement and do not remedy the failure within thirty (30) days of our written notice to you describing the failure;

9.3 Either of us may terminate the Agreement with immediate effect on written notice if the other (or we reasonably believe that the other) (i) is unable to pay its debts; or (ii) enters into compulsory or voluntary liquidation; or (iii) compounds with or contravenes a meeting of its creditors; or (iv) has a receiver or manager or an administrator appointed (or an application is made to the court for the same); or (v) ceases for any reason to carry on business or takes or suffers any similar action which means that it may be unable to pay its debts - ("Insolvency Event").

9.4 Notwithstanding anything to the contrary within the Agreement, the fees for the Services shall become due immediately upon the occurrence of an Insolvency Event.

9.5 After termination by either party as described above, Customer shall no longer have access to, and shall cease all use of the pi-top Services. Any termination of this Agreement does not relieve Customer of any obligations to pay any fees, costs, penalties, or any other amounts owed by you to us as provided under this Agreement, whether accrued prior to or after termination.

10. Severability

10.1 If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable for any reason, the remaining provisions not so declared shall nevertheless continue in full force and effect, but shall be construed in a manner so as to effectuate the intent of this Agreement as a whole, notwithstanding such stricken provision or provisions.

11. Waiver

11.1 No term or provision of this Agreement shall be deemed waived, and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other party, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any different or subsequent breach.

12. Amendment

12.1 pi-top may amend this Agreement at any time by posting a revised version of it on our website under the "Legal" section of our website. The revised version will be effective at the time we post it. In addition, if the revised version includes a substantial change, we will provide you with 30 days' prior notice of any substantial change by posting notice under the "Policy Updates" section contained in the "Legal" section of our website. If you do not agree to the updated terms, you can terminate your Agreement by providing us with notice in the manner indicated in this Agreement. If you provide us with termination notice within 30 days of the date of update, then your current terms and conditions shall apply during this notice period.

13. Entire Agreement

13.1 This Agreement sets forth the entire agreement and understanding of the parties hereto in respect to the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, partner, employee or representative of any party hereto. This Agreement shall be binding upon and shall inure only to the benefit of the parties hereto. Nothing in this Agreement, express or implied, is intended to confer or shall be deemed to confer upon any persons or entities not parties to this Agreement, any rights or remedies under or by reason of this Agreement.

14. Dispute Resolution

14.1 In the event a dispute arises out of or in connection with this Agreement, the Parties will attempt to resolve the dispute through friendly consultation.

14.2 If the dispute is not resolved within 30 days then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is unavailable or is not successful in resolving the entire dispute, any outstanding issues shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.

14.3 The number of arbitrators shall be one.

14.4 The seat, or legal place, of arbitration shall be London, England.

14.5 The language to be used in the arbitral proceedings shall be English.

15. Governing law

15.1 It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the Country of England, without regard to the jurisdiction in which any action or special proceeding may be instituted.

16. Construction

16.1 The titles of the sections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Unless the context of this Agreement clearly requires otherwise: (a) references to the plural include the singular, the singular the plural, and the part the whole, (b) references to one gender include all genders, (c) "or" has the inclusive meaning frequently identified with the phrase "and/ or," (d) "including" has the inclusive meaning frequently identified with the phrase "including but not limited to" or "including without limitation," and (e) references to "hereunder," "herein" or "hereof" relate to this Agreement as a whole. Any reference in this Agreement to any statute, rule, regulation or agreement, including this Agreement, shall be deemed to include such statute, rule, regulation or agreement as it may be modified, varied, amended or supplemented from time to time. The parties agree that this Agreement shall be fairly interpreted in accordance with its terms without any strict construction in favour of or against either party and that ambiguities shall not be interpreted against the drafting party.

16.2 No Other Rights Conferred. Nothing contained in this Agreement shall be construed as conferring by implication, estoppel or otherwise upon either party hereunder any license or other right except the licenses, rights and uses expressly granted hereunder to a party hereto.

17. Service description

17.1 The pi-top Configuration for the pi-top Software consists of either the pi-top or pi- topCEED hardware platforms. The current minimum requirements for the pi-top Configuration for pi-top Software are build into the pi-top and pi-topCeed platforms.

17.2 The pi-top Private Cloud Software consists of the pi-topDASHBOARD, pi- topCLASSROOM and pi-topCODER software.

17.3 The Support Services included are: assisting Customer with the creation of a cloud-based account and solving any issues that are brought to the attention of pi-top which prevent the correct operation of the pi-top Private Cloud Software. Also, upon Customer request, pi-top shall provide account maintenance and log-in credentials retrieval services.

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