INSTITUTIONAL PURCHASE TERMS 

By submitting a Roster, your purchase is subject to these terms and conditions. Individuals at your organization who you name in a Roster and submit to Kaplan North America, LLC (“End Users”) will receive a limited, personal, non-exclusive, revocable and non-transferable license to access the Program for the Access Period listed in the email you received, subject to applicable End User terms of use. You certify that you will not submit any names of individuals on a Roster that will cause Kaplan to violate any sanctions or export controls law, rules, and regulations. 

Payment. The information you submit in a Roster shall be used to generate an invoice and deliver the Program. You agree to make full payment to Kaplan in US dollars in the amount of the fees or “per End User rates” set forth in the accompanying email within 30 days from the date of invoice unless you are directing End Users to make partial or full payment directly to Kaplan for the Program, in which case an invoice will be sent with the balance, if any. End Users who fail to submit payment on time will have their access to the Program denied or revoked. You certify that neither you nor any person contributing to payment for the Program on your behalf are an Excluded Person, as defined below, or an employee, contractor, or current or former official of the Government of Venezuela (including all political subdivisions, agencies, or instrumentalities thereof)

Intellectual Property: All Programs, including Sites and Apps, are owned by Kaplan and its licensors. Programs are for End Users personal and non-commercial use only. End users may not share, resell, reproduce, republish, modify, transfer or distribute the Program in any way without Kaplan’s prior written permission. All books, video, audio, text, questions, explanations, diagrams, images, animations and other content that the end users receive or to which they have access during the Program, regardless of medium or format, (collectively, “Program Content”), are protected by copyright law and belong to Kaplan and its licensors. End Users may not download, record, screenshot, copy or reproduce Program Content in any way. End Users may not make any audio and/or video recording of a class or any part of your Program. End users may not attempt to decompile, reverse engineer, scrape or datamine Programs. The trademarks, service marks, designs, and logos displayed in Programs are the registered and unregistered trademarks of Kaplan, Kaplan's licensors and Third Party Sellers and may not be used without Kaplan’s prior, written permission. Third Party Products are owned by such Third Parties and their respective licensors. Programs may include digital access to Program Content. 

Links to Third Party Sites. The Program may provide links from the Site to third-party websites and third party web sites may link to the Site ("Linked Sites"). If You use these links, You will leave the Site. Kaplan provides these links to You as a convenience to deliver services and Program Content. Kaplan does not make any representations or take responsibility for such third-party sites, including, without limitation, the accuracy or quality of their content, services, data collected, advertising, and activities conducted on or through such third-party sites. If You decide to access any of the third-party websites linked to from the Site, You must follow the privacy policies and terms and conditions for those third-party websites.

Class Schedule and Location Changes: Class schedules and locations of Programs are subject to change and/or cancellation. Kaplan will notify the End User of any changes or cancellations. 

Program Changes: Kaplan frequently updates, revises and modifies Programs, including Program Content, features and services (“Program Changes”). Kaplan reserves the right to make Program Changes at any time, subject to such changes not materially degrading the Program. 

Disclaimer and Limitation of Liability: PROGRAMS ARE PROVIDED “AS IS” AND KAPLAN DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT. IN NO EVENT SHALL KAPLAN BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, EVEN IF KAPLAN HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL KAPLAN’S TOTAL LIABILITY EXCEED THE AMOUNTS YOU PAID BY FOR THE PROGRAM. 

Compliance with Laws; Representations. At all times, you and Kaplan will comply with all applicable laws and regulations including those regulations governing the privacy and security of personal information. Each shall comply with the United States Foreign Corrupt Practices Act (including as it may be amended) (the “FCPA”), and any other applicable laws or regulations governing bribery, money laundering, other corrupt payments, trade controls, or embargoes existing in any other country or region. Neither you nor Kaplan will make any payment, either directly or indirectly, of money or other assets to government or political party officials, officials of international public organizations, candidates for public office, or representatives of other businesses or persons acting on behalf of any of the foregoing, that would constitute violation of any law, rule or regulation. Further, neither you nor any individual named in a Roster is named as a "Specially Designated National" or "Blocked Person" by the U.S. Department of the Treasury's Office of Foreign Assets Control (“OFAC”), or otherwise appears on a list of prohibited persons issued by any governmental authority. 

Each of us shall comply with all sanctions and embargoes applicable to U.S. persons, including those administered by OFAC, and all other applicable laws, statutes and regulations in force. 

Export Compliance: Software and services related to or made available by the Program may be subject to United States, UK, EU, and other sanctions regulations and export controls. Thus, no software or services from the Program may be used, downloaded by, exported, or re-exported to: (a) a person located, organized, or ordinarily resident in Cuba, North Korea, Iran, Syria, Crimea, or any other country that is the subject of comprehensive sanctions imposed by the U.S., UK, EU, or other government or governing body; (b) any person listed on any U.S., UK, EU, or other sanctions- or export controls-related list of prohibited or restricted parties, including but not limited to the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Nationals, the U.S. Commerce Department's Denied Persons List or Entity List, the

UK sanctions list, or the EU consolidated list of persons, groups, and entities subject to EU financial sanctions; (c) to any entity 50% or more owned, directly or indirectly, or controlled by any such person(s) described in (a) or (b); or (d) to any person otherwise blocked by or the subject of sanctions imposed by the U.S., UK, EU, or other government or governing body. The persons defined in (a)-(d) shall be collectively referred to as “Excluded Persons.” 

Force Majeure. Kaplan shall not be liable for nonperformance or late performance of any of the services to the extent and for such periods of time as such nonperformance or late performance is due to reasons outside of Kaplan’s control, including acts of God, war (declared or undeclared), action of any governmental authority, riots, revolutions, acts of terrorism, fire, floods, explosions, sabotage, nuclear incidents, lightning, weather, earthquakes, storms, sinkholes, epidemics, failure of utilities, or strikes. 

Governing Law & Forum Selection. This Agreement shall be governed by New York law. All disputes arising from or related to this Agreement shall be exclusively litigated in the State and Federal courts located in New York City. 

Entire Agreement. This Agreement, the Roster, and email price quote sets forth the entire understanding of the parties. You agree that this is the only agreement between the parties concerning the purchase and represents that you will not assert any position to the contrary or assert that any purchase order is binding upon Kaplan except as otherwise agreed to in writing by Kaplan. On behalf of your organization, you represent that you have full corporate power and authority to make this purchase and submit Rosters to Kaplan, and these terms constitute a legal, valid and binding obligation. 

Customer Support. End Users that have questions about their Program access, such as: username and password, class schedule and location, and other general questions about the Program should call 1-800-KAPTEST. If you are an institutional partner and have questions about your purchase, please contact your Kaplan representative.