LEGO Education U.S. Professional Development Terms of Service

1. Applicability

These terms and conditions of sale (these “Terms”) govern the sale of LEGO Education Professional Development services (“Services”) by LEGO Brand Retail, Inc. DBA LEGO Education U.S. (“LEGO Education) to the buyer named on the reverse side of these Terms (Buyer). Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of Services covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms. The accompanying invoice (the “Sales Confirmation”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms.

2. Training Services

LEGO Education shall provide the Services to Buyer as described in the Sales Confirmation. Buyer acknowledges that LEGO Education makes no warranty regarding the results to be attained by Buyer’s utilization of the Services. Buyer must schedule a time for LEGO Education to deliver the services with a LEGO Education representative. All Services will be delivered by a LEGO Education Certified Trainer.

3. Training Delivery

Buyer shall (i) cooperate with LEGO Education in all matters relating to the Services and provide such access to Buyer’s premises, and such materials, including, without limitation, technology and devices that enable participation, as may reasonably be requested by LEGO Education, for the purpose of performing the Services; (ii) respond promptly to any LEGO Education request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary to LEGO Education to perform Services in accordance with the requirements of this Agreement; (iii) provide such materials or information as LEGO Education may request to carry out the Services in a timely manner and ensure that such materials or information are complete and accurate in all material respect; (iv) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start; and (v) schedule and receive the Services within one year of purchase.

Buyer shall not provide LEGO Education with any materials or information that is competition-sensitive or proprietary, where the information would give LEGO an advantage in a future procurement.

4. Price

Buyer shall purchase the Services from LEGO Education and the prices (the “Prices”) set forth in LEGO Education’s published price list in force as of the date that LEGO Education accepts Buyer’s purchase order. All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any Governmental Authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, LEGO Education’s income, revenues, gross receipts, personal or real property, or other assets.

5. Payment Terms

Buyer shall pay all invoiced amounts due to LEGO Education within sixty (60) days of LEGO Education’s invoice. Buyer shall make all payments hereunder by an accepted payment method and in US dollars. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with LEGO Education, whether relating to LEGO Education’s breach, bankruptcy or otherwise.

6. Cancellation

In the event Buyer terminates this Agreement or cancels any Services within fourteen (14) days or less of the scheduled performance date, Buyer shall pay to LEGO Education $1,500.00 (“Cancellation Fee”). The Cancellation Fee must be paid within thirty (30) days of the applicable conduct giving rise to the Cancellation Fee. LEGO Education shall have no obligation to provide the Services or a refund to Buyer in the event Buyer terminates this Agreement, cancels any Services or fails to schedule and receive the Services in accordance with Section 3 Training Delivery.

7. Intellectual Property and Confidentiality

Unless Buyer receives LEGO Education’s written consent in advance, Buyer shall not (i) copy LEGO Education's copyrighted materials; (ii) use LEGO Education's trademarks, trade names, or other designations in any manner, including, without limitation, in any press releases, publications or marketing; or (iii) use recording equipment during the provision of any Services. All non-public, confidential or proprietary information of LEGO Education, including, without limitation, specifications, samples, designs, plans, drawing, documents, data, business operations, customer lists, pricing discounts, or rebates, disclosed by LEGO Education to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by LEGO Education in writing. The confidentiality requirements in this section do not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.

8. Limitation of Liability and Indemnity

If LEGO Education’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Buyer or its agents, subcontractors, consultants, or employees, LEGO Education shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any consequential, special, indirect, incidental, punitive or exemplary damages, costs, charges, or losses (including, without limitation, lost profits and opportunity costs) sustained or incurred by Buyer, in each case, to the extent arising directly or indirectly from such prevention or delay. The provisions of this paragraph shall apply regardless of the form of action, damage, claim, liability, cost, expense, or loss asserted, whether in contract, statute, rule, regulation or tort (including but not limited to negligence) or otherwise.

Either party agrees to protect, defend, indemnify and hold the other party and its directors, officers and employees free and harmless from and against any and all claims, liabilities, (losses, expenses (including attorneys’ fees and legal expenses related to such defense), fines, penalties, taxes, or damages (collectively “Liabilities”)) resulting from, relating to, or arising out of a claim for personal injury, including death, or property damage to the extent such Liabilities arise out of or result from the gross negligence or willful misconduct in performing its duties under this Agreement and any claims arising out of, or in connection with, (directly or indirectly) any gross negligent or wilful acts or omissions of either party in connection with its performance under this Agreement.

9. Force Majeure

No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Buyer to make payments to LEGO Education hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, explosion or epidemic; (c) government order, law or actions; (d) and national or regional emergency. The Impacted Party shall give notice within fourteen (14) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.

10. Survival

Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including but not limited to, the following provisions: Intellectual Property and Confidentiality, Limitation of Liability and Indemnity, and Survival.

11. Amendment and Modification

These Terms may only be amended or modified in writing stating specifically that it amends these Terms and is signed by an authorized representative of each party.

12. Authorized Third Parties

LEGO may engage third parties (“LEGO Resources”) to assist in the performance of the Services. LEGO remains responsible to Buyer for the performance of such Services, and adherence to obligations of confidentiality, by any LEGO Resources to the same extent LEGO is obligated under the terms of this Agreement. With the understanding that LEGO will remain responsible to Buyer for the LEGO Resources, Buyer acknowledges and agrees that the LEGO Resources will not be subject to flow-down terms set forth in the Contract.