PLEASE READ CAREFULLY. IF YOU DO NOT ACCEPT AND AGREE TO BE LEGALLY BOUND BY AND COMPLY WITH THE TERMS, YOU ARE NOT PERMITTED TO PARTICIPATE IN THE PROGRAM. THE PROGRAM IS CURRENTLY VALID IN THE UNITED STATES ONLY.

The sponsor of the QSC Rewards Program (the “Program”) is QSC, LLC (“QSC”). By participating in the Program, you: (a) agree to be legally bound by and to comply with: (i) these Program Terms and Conditions; and (ii) QSC’s Website Terms & Conditions and Privacy Policy, and any other applicable terms that may be communicated to you in connection with the Program by any means, as determined by QSC in its sole discretion, (collectively, the “Terms”); (b) warrant and represent that you have legal authority to bind the educational institution and/or individual departments or schools operating within the educational institution.

Please review the Terms regularly to understand the terms and conditions that apply to your access to and participation in the Program. By accessing and participating in the Program, you agree that QSC reserves the right, and in its sole and absolute discretion, to suspend and/or amend all or any portion of these Terms and any benefits, rewards, offers or other information relating to the Program, and to terminate the Program in whole or in part, at any time and without notice (unless required by applicable law).

To the fullest extent permitted by applicable law, your continued access and participation in the Program following an amendment, suspension or notice period, as applicable, constitutes your full acceptance of, and agreement to be legally bound by, these Terms, as amended. If you do not agree to these Terms, you must stop accessing and participating in the Program.

About the Program

The Program is a customer loyalty program for higher education institutions. Through the Program, QSC sets out to reward colleges and universities for their continued trust by providing certain benefits: (1) Financial Incentives, (2) Support Pathways, and (3) Training Design and Insight, as described below. Upon enrollment and acceptance into the Program, the educational institution becomes a QSC Rewards Program Member (“Member”). There are two levels of membership, Emerald Membership and Diamond Membership (the “Membership Levels ”). Colleges and universities within the United States are eligible to enroll through a department or individual school at an educational institution, subject to the terms described herein. Once the institution becomes a Member, all departments and/or schools affiliated with that Member institution are also eligible to enroll and participate in the Program subject to QSC approval (each an “Affiliate”). Each approved Affiliate will have the same Membership Level status as their Member institution. Where applicable, references to “Affiliate” in these Terms shall also include individual Member institutions that do not have any departments or schools separately enrolled and participating in the Program. The following provides a summary of the Program benefits:

1. Eligibility & Enrollment

A. Emerald Membership Level - Colleges and universities in the United States are eligible to apply for enrollment in the Program upon their first Q-SYS system purchase. This purchase must include the purchase of any Q-SYS Core processor. Granting QSC authorization to use the university or college logo for promotional purposes is also required. As a condition of Emerald Membership, the educational institution will execute under separate cover the Intellectual Property License (Logo Usage) attached as Appendix A (the “QSC License”). Upon approval by QSC that both requirements have been satisfied, the institution will become a Member at the Emerald Level (the “ Emerald Membership Date”). Your Emerald Membership status will become inactive after two (2) years if the Member has not purchased a QSC product during such period or does not have an active QSC SaaS services agreement at such time with QSC or an authorized and certified dealer, reseller, or service provider (“QSC Partner”). Your inactive status will take effect at the end of the calendar year in which you failed to make a QSC product purchase or failed to maintain your QSC SaaS service. Thereafter, you may reactivate your Emerald Membership by purchasing any Q-SYS system with a Q-SYS Core processor or by signing up for a QSC SaaS service with QSC or an active QSC Partner.

B. Diamond Membership Level - Diamond Membership is for colleges and universities that reach annual purchases of QSC products totaling at least $200,000 MSRP (“Annual Diamond Purchase Threshold”). The MSRP for all QSC products is determined by the current QSC product pricing list maintained by QSC at the time of shipment. Upon satisfying the Annual Diamond Purchase Threshold, a Member is qualified to take advantage of benefits at the Diamond Membership Level (the “Diamond Membership Date”) . Diamond Members must authorize school logo usage for promotional purposes pursuant to the QSC License and must participate in a case study for promotional purposes within one (1) year from the Diamond Membership Date. The Diamond Member is required to complete certain Q-SYS certifications, as determined by QSC in its sole discretion, within six (6) months of enrolling. A list of Q-SYS certifications currently required for Diamond Membership can be found on the QSC Program Website, which list may be amended by QSC in its sole discretion and at any time (the “Required Q-SYS Certifications”). At least one staff member from each Affiliate seeking to take advantage of Diamond level benefits must complete all Required Q-SYS Certifications. In the event the Diamond Member does not satisfy the foregoing requirements, their Diamond Membership status may be downgraded at the discretion of QSC.

Diamond Membership is effective from the Diamond Membership Date through the balance of the calendar year in which it was reached ( “Diamond Member Year 1”) plus the entire subsequent calendar year (“Diamond Member Year 2”). For purposes of example only, if a Member university or college achieves a Diamond Membership Date on April 30, 2021, their Diamond Membership would be valid through December 31, 2022. In order to maintain Diamond Membership Level beyond such period, the Member must satisfy the Annual Diamond Purchase Threshold during Diamond Member Year 2. Additional QSC product purchases made during Diamond Member Year 1 will not be credited against the Annual Diamond Purchase Threshold in Diamond Member Year 2. Satisfying the Annual Diamond Purchase Threshold during Diamond Member Year 2 will extend Diamond Membership for another calendar year and for each successive calendar year thereafter during which the Member satisfies the Annual Diamond Purchase Threshold.

2. Program Benefits

A. Emerald Membership Level:

Volume Pricing – Members receive volume pricing for Q-SYS Reflect Enterprise Manager. Contact your QSC Sales Representative for a quote. Members will be required to execute a QSC-approved Master Services Agreement, which may include special terms and conditions.

Equipment Loans – Prior to large-scale deployment, Members and Affiliates can request an equipment loan for on-campus proof-of-concept testing. Contact your QSC Sales Representative or submit a request through the QSC Program Website .

Extended Warranty - Members and Affiliates receive an extended period of coverage to the standard QSC product limited warranty, which is described in the QSC Warranty Statement located on the QSC website. The total extended limited warranty for QSC products purchased by a Member or Affiliate is five (5) years from the ship date. The QSC limited warranty excludes accessories.

Discounted QSC Professional Services (Emerald) – Members and Affiliates can take advantage of services such as design creation, third-party control integrations, on-site network configuration and/or troubleshooting, and on-site deployment and verification. Emerald Members receive a 5% discount on QSC professional services. Contact your QSC Sales Representative for pricing and purchase order submissions. Points may not be redeemed for discounted professional services.A separate QSC-approved payment method is required. Members will be required to sign a QSC-approved Professional Services Agreement, which may include special terms and conditions.

Self Help Portal and Technical Support – Access to browsable QSC product support articles may be found on the QSC Self Help Portal . Members and Affiliates can speak with knowledgeable QSC support engineers by contacting Customer Support.

On Demand/Online Training – Members and Affiliates can access hundreds of AVIXA-certified tutorials and courses or participate in customized week-long trainings taught on the Member’s campus.

Design Assistance - Basic – Members and Affiliates receive basic design assistance including a bill of material for a native Q-SYS Ecosystem.

Industry Events – Members and Affiliates share ideas, best practices and trends at exclusive roundtables and consortiums with QSC product development team members, strategic manufacturing partners, and higher education thought leaders from top colleges and universities.

B. Diamond Membership Level:

In addition to the Emerald Membership Level benefits described above, Diamond Level Members also receive the following Program benefits:

Evaluation Program – Affiliates of Diamond Members may purchase up to $15,000 MSRP in demonstration equipment each calendar year with Member discounts. Affiliates of Diamond Members are allowed one (1) purchase order per calendar year. Purchases made through the Evaluation Program are not for resale or transfer. Points may not be redeemed for demonstration equipment purchases. A separate QSC-approved payment method is required. Evaluation Program purchases do not accrue Points. Contact your QSC Sales Representative for pricing and purchase order submission.

Points

Earning Points - Affiliates of Diamond Members each earn points (“Points ”) by making purchases of standard QSC products and services (“ Qualifying Purchases”). Redemption purchases, Evaluation Program purchases, and Staff Accommodation purchases are not Qualifying Purchases and do not accrue Points. Purchases can only be qualified and accrued at the time of order intake by the QSC Partner.

Points accrue at a rate of 10% of the MSRP for the Qualifying Purchases made. Affiliates of Diamond Members will earn five (5) Points for every $1 of MSRP accrued. Points will accrue for all Qualifying Purchases starting with the first dollar of MSRP, but Points will not be considered earned and will not be eligible for redemption by an Emerald Level Member unless and until the Annual Diamond Purchase Threshold is satisfied during the calendar year. If the Emerald Level Member does not reach the Annual Diamond Purchase Threshold during the calendar year, no Points will be earned for Qualifying Purchases made during such calendar year.

Points earned in connection with a Qualifying Purchase will be automatically applied to an Affiliate’s Membership account following verification by QSC. Affiliates can obtain a current balance of Points available for redemption by accessing their Membership account on the QSC Program Website.

Points Value – Points have no cash value and are purely promotional in nature. Points expire as indicated below and exist at the sole discretion of QSC as a part of the Program. Points cannot be purchased or sold, cannot be redeemed for cash or credit or any other monetary value or currency, and cannot be used to pay debts. Points cannot be combined with other QSC promotional offers, including without limitation other Program benefits. Points may not be assigned, transferred, traded or pledged to any third-party, except as expressly authorized by QSC. Points earned by an Affiliate belong to that Affiliate and can only be redeemed by that Affiliate. Points cannot be transferred between Members or between Affiliates of the same Member. Points cannot be transferred by operation of law, such as by inheritance, in bankruptcy or in connection with a divorce. Points that are sold, transferred or assigned may be rescinded, voided or cancelled at QSC’s sole discretion.

Redeeming Points - Points may be redeemed for QSC products and services on the current Points pricelist which is available on the QSC Program Website. To redeem Points, contact your QSC Sales Representative or submit a request through the QSC Program Website. All redemption transactions are subject to QSC standard purchase terms and conditions. Only Affiliates of active Members may redeem Points.

Points Expiration – Points will expire without further notice two (2) years from the end of the calendar year in which the Qualifying Purchase was made and the Points were earned.

Priority Call Handling & Direct RMA – Calls from Diamond Members and their Affiliates will be transferred directly to a Technical Support Engineer (Level 2) and will be given priority handling. Diamond Members and Affiliates may also create a case in the QSC Self Help Portal and will receive a response the same business day. If the problem can’t be resolved, equipment will be repaired or replaced (within warranty terms) with direct return material authorization (RMA) and free shipping both ways.

Discounted QSC Professional Services (Diamond) – Diamond Members and their Affiliates can take advantage of services such as design creation, third-party control integrations, on-site network configuration and/or troubleshooting, and on-site deployment and verification. Diamond Members receive a 10% discount on QSC professional services. Contact your QSC Sales Representative for pricing and purchase order submissions. Points may not be redeemed for discounted professional services. A separate QSC-approved payment method is required. Diamond Members will be required to sign a QSC approved Professional Services Agreement, which may include special terms and conditions.

Design Assistance - Comprehensive –Diamond Members and their Affiliates receive comprehensive design assistance including third-party device recommendations and detailed drawings.

Sponsored In-Person Training – Once per calendar year, Diamond Members and their Affiliates may request in-person QSC-certified advanced training courses hosted at a Sponsor facility. QSC may subsidize travel accommodations at its sole discretion.

Product Previews – Diamond Members and their Affiliates may receive advance notice of QSC software and hardware releases as well as new training curriculum.

C. No Resale or Transfer of Program Benefits. Program Benefits may only be used and enjoyed by Members and their Affiliates and shall not be resold, transferred, assigned, traded or conveyed to any other entity or person. Members or Affiliates that violate this restriction will be subject to termination from the Program at QSC’s sole discretion.

3. Member Conduct & Program-Related Information

If it is discovered by QSC (using any evidence or other information made available to or otherwise discovered by QSC) that a Member has attempted to: (i) exceed any of the limits stated in the Terms; and/or (ii) use multiple names, identities, email addresses and/or any automated, macro, script, robotic or other system(s) or program(s) to register for or otherwise participate in, or to disrupt, this Program, then such Member may be disqualified from the Program and/or your account, Points, rewards, Program benefits, and any other aspect of the Program made available to such Member may be suspended, revoked, nullified and/or voided, all in the sole and absolute discretion of QSC. Members and their account, Points, rewards, Program benefits, and any other information or activities associated with this Program (collectively, “Program-Related Information”) are subject to verification at any time and for any reason. QSC reserves the right, in its sole and absolute discretion, to require any type of proof (including without limitation proof of identity, eligibility and/or compliance with these Terms in a form acceptable to QSC – including, without limitation, government issued photo identification): (i) for the purposes of verifying your eligibility to participate in this Program; (ii) for the purposes of verifying the eligibility and/or legitimacy of any Program-Related Information that has been used or submitted in connection with this Program; and/or (iii) for any other reason QSC deems necessary, in its sole and absolute discretion, for the purposes of administering this Program in accordance with the letter and spirit of these Terms. If QSC deems a Member or Affiliate is not complying with the letter and spirit of these Terms, or such Member or Affiliate fails to provide such proof to the complete satisfaction of QSC within the timeline specified by QSC, then such Member or Affiliate may be disqualified from the Program (and their account, Points, rewards, Program benefits, and any other aspect of the Program made available to such Member or Affiliate may be revoked, nullified and voided) in the sole and absolute discretion of QSC. Members and their Affiliates shall be jointly and severally liable for their actions and conduct in connection with the Program. All Program-related Information is and remains the sole and exclusive property of QSC. The decisions of QSC with respect to all aspects of this Program are final and binding on all participants without right of appeal, including, without limitation, any decisions regarding the eligibility or disqualification of Qualifying Purchases, rewards, Program benefits, Points, or Membership status.

4. Dispute Resolution; Arbitration

Notice of Dispute and Informal Resolution – QSC is committed to customer satisfaction including for Members of the Program. Both QSC and the Member (“Party” or “ Parties”) will notify each other in writing of any dispute, claim, or controversy arising out of or relating to the Program, these Terms or the breach, termination, enforcement, interpretation or validity of these Terms ("Dispute") within thirty (30) days of when it arises so that the Parties can attempt in good faith to resolve the Dispute informally.

Notice of Member Claims and Mandatory Negotiation Period – The Member agrees to give QSC an opportunity to resolve any disputes or claims relating in any way to the Program, including but not limited to any dealings you may have with QSC employees and/or QSC Partners, any QSC services or products provided in conjunction with the Program, any representations made by QSC, or any aspect of the QSC Privacy Policy (the “ Claims”), by submitting an email with a detailed, written description of the Claim directly to [email protected]. If the Parties are not able to resolve the Claim within sixty (60 days) (the “Mandatory Negotiation Period”), the Member may seek relief through arbitration or in small claims court, as set forth below.

BINDING ARBITRATION OR SMALL CLAIMS COURT – ANY AND ALL CLAIMS NOT RESOLVED DURING THE MANDATORY NEGOTIATION PERIOD WILL BE RESOLVED BY BINDING, CONFIDENTIAL ARBITRATION, RATHER THAN IN COURT, except the Member may assert Claims on an individual basis in small claims court otherwise having jurisdiction over such Claims. This includes any Claims a Member assert against QSC, any QSC Partner or any other QSC-authorized third party offering products or services as part of this Program all of which are beneficiaries of this arbitration agreement. This also includes any Claims that arose before the Member accepted these Terms, regardless of whether prior versions of the Terms required arbitration. The Parties agree that: (a) any arbitration will occur in Orange County, California; (b) arbitration will be administered by JAMS pursuant to the appropriate JAMS rules, confidentially, and by a single arbitrator; (c) all arbitration proceedings, including but not limited to any hearing or hearings, will be conducted in English; and (d) judgment on the award may be entered by any court having jurisdiction. The Federal Arbitration Act and federal arbitration law apply to this agreement.

THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING STATUTORY DAMAGES, ATTORNEYS’ FEES AND COSTS), AND MUST FOLLOW AND ENFORCE THESE TERMS OF USE AS A COURT WOULD.

ANY AND ALL PROCEEDINGS TO RESOLVE CLAIMS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION WE EACH WAIVE ANY RIGHT TO A JURY TRIAL.

EACH PARTY WILL BEAR ITS OWN COSTS, FEES AND EXPENSES OF ARBITRATION.

This section will survive termination of the Program or your Membership and any bankruptcy. If any portion of this Dispute Resolution section is deemed invalid or unenforceable, it will not invalidate the remaining portions of this Dispute Resolution section.

5. Waiver of Liability; Indemnification

QSC makes no guarantees, warranties, or representations of any kind concerning the Program except as expressly contained in these Terms. To the maximum extent permitted by applicable law, by participating in the Program, Members hereby: (i) release QSC, its parent company, its affiliates, any other entity or person involved in the organization, administration or fulfillment of the Program and each of their respective officers, directors, shareholders, franchisees, employees, representatives, agents, successors and assigns (collectively, the “ Program Parties”) from any loss, liability, claim, demand, damage or expense that arises in connection with your participation in the Program, including without limitation with any use or misuse of Program-Related Information; and (ii) agree to indemnify, defend and hold harmless the Program Parties from any loss, liability, claim, demand, damage or expense asserted by any entity or person relating in any way to your breach of any of the Terms or actions related to the use of QSC products or services in connection with the Program. Without limiting the generality of the foregoing, the Program Parties are not responsible for: (a) late, lost, misdirected, delayed, incomplete or incompatible Program-Related Information (all of which are void); (b) any failure of a Member account, the QSC Program Website or any other Program-related software, hardware or other type of system; (c) any technical malfunction or other problems of any nature whatsoever, including, without limitation, those relating to systems installation, the telephone network or lines, computer on-line systems, servers, access providers, computer equipment or software; (d) any injury or damage to Member’s or any other person’s computer, mobile device, tablet or other device related to or resulting from participating in the Program; and/or (e) any combination of the above. Third parties that may provide Program benefits are independent contractors and are not agents or representatives of QSC. QSC is not responsible for, and assumes no liability for, the actions or redemption responsibilities of third parties.

Waiver of California Civil Code Section 1542 . Further, Members and prospective Members are advised that California Civil Code § 1542 provides that: A GENERAL RELEASE DOES NOT EXTEND TO ATHE AFFECTED HIS SETTLEMENT WITH THE DEBTOR. By becoming a Member, that person, on behalf of himself/herself and his/her heirs, successors, assigns, agents and representatives, acknowledges that he/she understands the significance and consequences of California Civil Code § 1542 and, to the extent it may be applicable, elects to waive the benefits of its provisions, with the intent that the releases and waivers of liability in this Section shall include claims known or unknown.

6. Warranty Disclaimer; Limitation of Liability

QSC PROVIDES THE PROGRAM “AS IS” AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY DISCLAIMS ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DESIGN, NON-INFRINGEMENT, ACCURACY, CAPABILITY, SUFFICIENCY, SUITABILITY, CAPACITY, COMPLETENESS OR AVAILABILITY.

Members agree that QSC has made no representation that (1) the Program will include any particular products or services, (2) that the Program will not be interrupted, without omissions or error free, or (3) that defects will be corrected or changes implemented. Members further agree that QSC shall not accept responsibility or any liability for claims related to any of the foregoing events or circumstances. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO QSC’S OWN NEGLIGENCE, WILL QSC BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE PROGRAM, EVEN IF A REPRESENTATIVE OF QSC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. QSC is not liable for any act, error or omission of any third-party. In the event QSC is held liable for any act, error or omission related to the Program, Member’s sole and exclusive remedy will be limited to reimbursement for services or products paid for but not received under the Program, or the issuance of Points under the Program as compensation, at QSC’s election. Members agree to waive any claim or action of any kind in any forum that is not commenced and served on QSC within one (1) year after the first occurrence of the kind of act, event, condition or omission upon which the claim or action is based.

7. Program Modification & Termination of the Program

All Program benefits, offers, rewards and services may be modified by QSC at any time and without notice. This means, by way of example only, that QSC can change the manner in which Points are earned, accumulated and/or accrued, and/or the manner in which Points are redeemed. Such changes may include modifications that, among other things, (1) alter the Points earned per dollar spent, (2) alter the minimum annual purchase amount required to reach a Membership Level, (3) alter the percentage discount for a Membership Level or benefit, (4) alter what activities, other than purchases, qualify for Points, (5) alter any other benefit of the Program, and/or (6) limit the eligible transactions, activities and/or merchandise to which Points can be applied. Unless otherwise stated, the Terms in effect at the time a Member redeems Points will govern that transaction. At QSC’s sole discretion, QSC may choose to substitute a similar rewards program for the Program at any time immediately upon notice to active Members and Affiliates.

Any amendment will be effective immediately upon posting the amended Terms to the QSC Program Website and, to the fullest extent permitted by applicable law, Members waive any right they may have to receive specific notice of such amendment. Only where required by applicable law or at QSC’s sole discretion, QSC will provide notice of amendment to these Terms, as set out below.

Where required by applicable law or at QSC’s sole discretion : QSC will provide written notice of a proposed amendment to these Terms at least thirty (30) days (or such longer period as may be required by applicable law) before the amendment comes into effect, using Member’s email and/or mailing address, or any other contact information QSC has for Member in QSC’s sole discretion. If a Member does not agree with a proposed amendment, they may terminate their participation in the Program at any time in the 30-day period prior to the amendment coming into effect, or, if the amendment increases Member’s obligations or decreases QSC’s obligations under these Terms, the Member may terminate its participation in the Program no later than thirty (30) days after the amendment comes into effect. Members may terminate their participation in the Program in accordance with this section, at no cost or penalty, by sending QSC a written notice to that effect.

While the Program has no predetermined end date, QSC may terminate the Program at any time, with or without notice. In the event the Program is terminated, Members and Affiliates will have ninety (90) days from the date the Program termination is announced to use any available Points remaining in their Member account and any outstanding rewards. In the event the Program is terminated, the Terms will also be terminated and all Points shall expire concurrently with the termination of the Program – provided that QSC may, in its sole discretion and without any obligation to do so, extend the Points expiry date beyond the termination of the Program. If the Program is terminated, all unredeemed Points will be forfeited without any obligation or liability, and no redemption claims will be honored after the conclusion of the notice period.

In the event QSC terminates an individual Member account due to the Member’s breach of the Program Terms or for other good cause, the Member’s termination from the Program shall be immediate and all unredeemed Points and any other outstanding rewards will be forfeited without any obligation or liability. In such event, any QSC Customer Agreement (as defined in Section 12 below) that Member may have in place may be terminated at QSC’s sole discretion. In the event QSC terminates an individual Member account for reasons other than the Member’s breach of the Program Terms or for other good cause, the Affiliates of such Member will have ninety (90) days from the date of the notice of the Member account termination to use any available Points remaining in their account and any outstanding rewards. Termination of a Member account for any reason automatically terminates all associated Affiliate accounts and all Points and rewards associated with such Affiliate accounts. In its sole discretion, QSC may exercise the foregoing termination rights against an individual Affiliate account.

8. Confidentiality

Members and QSC may exchange Confidential Information (as defined below) in connection with the Program, including without limitation by providing advance notice of QSC software and hardware releases to Members and the provision of professional services and Program benefits to Members. A party that receives Confidential Information (the “Recipient”) from or belonging to the other party (the “ Disclosing Party”) shall keep such information confidential and shall not use the Disclosing Party’s Confidential Information except as necessary to exercise its rights or perform its obligations under this Agreement. Except as otherwise expressly permitted by this Agreement, the Recipient shall not disclose the Disclosing Party’s Confidential Information to any third party except to those of its employees, contractors, and service providers that need to know such Confidential Information for the purposes of this Agreement. The Recipient will take all reasonable precautions necessary to safeguard the confidentiality of the Disclosing Party’s information, including those taken by the Recipient to protect its own confidential information of a similar nature, but no less than reasonable care. The foregoing obligations will not restrict the Recipient from disclosing the Disclosing Party’s Confidential Information: (i) pursuant to, and solely to the extent required by, the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the Disclosing Party to contest such order or requirement; or (ii) on an as‐needed, confidential basis to its legal or financial advisors.

“Confidential Information” means: (a) all information of a confidential nature concerning the trade secrets or business dealings, methods of business, customers, clients, suppliers, market information, transactions, plans or affairs of a party; (b) any information developed by the parties in the course of carrying out the Agreement; (c) any document or information marked “Confidential,” “Commercial in Confidence” or otherwise expressly designated as confidential; and/or (d) any information which by its nature the Recipient ought reasonably to conclude was confidential information of the other party in all cases whether encrypted or not and including all copies of the above on any media (including electronic media) whatsoever. Notwithstanding the foregoing, Confidential Information shall not include information which: (a) is or becomes in public domain without any fault of the Recipient; (b) was rightfully in the Recipient’s possession at the time of disclosure by the Disclosing Party; (c) is disclosed to the Recipient by a third party without any obligations of confidentiality after the time of disclosure by the Disclosing Party; or (d) the Recipient can show, by documentary or competent evidence, to have been developed independently by the Recipient without using Confidential Information of the Disclosing Party.

9. QSC Technology and QSC IP Rights

Member acknowledges that in providing the Program and any associated services, QSC uses: (i) the QSC name, QSC logo, qsc.com domain name, product and service names associated with its services, and other QSC intellectual property; (ii) certain audio and visual information, documents, software and other works of authorship; and (iii) other technology, software, hardware, products, processes, algorithms, user interfaces, know‐how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information (collectively, "QSC Technology"). Member further acknowledges that the QSC Technology is covered by intellectual property rights and/or other proprietary rights (whether or not registered, specifically recognized or perfected under applicable law), including but not limited to, trademarks, trade dress, and service marks, patents and patent applications, and copyrights owned or licensed by QSC (collectively, "QSC IP Rights"). All title and intellectual property rights in and to the content of any third-party materials or applications or third‐party websites that may be linked to or viewed in connection with the Program is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. These Terms grant Member no rights to use such content except as provided in these Terms or as allowed by such third party.

QSC (and its licensors, where applicable) shall solely and exclusively own all right, title and interest, including all related intellectual property rights, in and to the QSC Technology and QSC IP Rights, and any suggestions, ideas, enhancement requests, results from processing anonymized or non‐personal aggregate data, feedback, recommendations or other information (the "Feedback") provided by Member, its Affiliates, or any other party relating to the Program. Member hereby irrevocably assigns any and all right, title, and interest in and to the Feedback to QSC, and waives any and all applicable moral or similar rights.

Other than as expressly set forth in these Terms, no license or other rights in or to the Program, the QSC Program Website, related data or materials, QSC Technology, QSC IP Rights, or any QSC intellectual property are granted to Member. QSC expressly reserves all rights therein, including without limitation all related intellectual property and other proprietary rights, that are not expressly granted to Member pursuant to these Terms. Nothing in these Terms will be deemed to transfer the ownership thereof.

10. Governing Law; Venue

The Program will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws provisions. Except as provided in Section 4 above, the exclusive jurisdiction and venue for legal actions arising out of or related to the Program will be in courts of competent subject matter jurisdiction located in Orange County, California, and Members and Affiliates hereby consent to the jurisdiction of such courts.

11. Invalidity; No Waiver of Rights

If any provision of these Terms is invalid or unenforceable, all remaining provisions hereof will remain in full force and effect and shall be construed in accordance with the terms as if the invalid or illegal provision were not contained herein. The failure of QSC to exercise any of its rights under these Terms does not constitute a waiver of such rights in any other instance.

12. Reservation of Rights; Equitable Relief

Member acknowledges and agrees that nothing contained in these Terms shall limit, restrict or impair QSC’s exercise of its rights and remedies pursuant to any QSC Professional Services Agreement, QSC Master Services Agreement, QSC Master Subscription Agreement or any other separate agreement executed between QSC and Member and/or a QSC Partner and Member related to the provision of QSC products or services (collectively, the “QSC Customer Agreements”), including without limitation enforcement of QSC’s intellectual property rights and protection of QSC’s Confidential Information and materials. Member further acknowledges and agrees: (i) that it would be difficult to measure the damage from any breach of the QSC Customer Agreements or Member’s obligations under the QSC intellectual property and confidentiality provisions contained in Sections 8 and 9 of these Terms; (ii) that injury from such breach would be impossible to calculate; and (iii) that money damages would therefore be an inadequate remedy for any such breach or potential or threatened breach by Member. Accordingly, in addition to any and all other rights which may be available to QSC pursuant to the QSC Customer Agreements and/or these Terms, QSC shall have the right to seek equitable relief and obtain an injunction (without having to post a bond or prove damages) to prevent any breach or continued breach by Member of the QSC Customer Agreements and/or Member’s obligations pursuant to Section 8 and/or Section 9 of these Terms.

13. Entire Agreement

These Terms & Conditions supersede all previous terms and conditions applicable to the Program. Except as otherwise expressly prohibited or limited by applicable laws, QSC may at any time amend, modify or supplement these Terms & Conditions, the structure for accruing Points, and Membership Levels, with or without notice, even though such changes may affect the value of Points, or the ability to take advantage of certain benefits. Members and Affiliates are responsible for remaining knowledgeable of the Terms & Conditions and any changes. Your continued participation in the Program will constitute your acceptance of any such changes to the Terms & Conditions.

APPENDIX A

QSC Rewards: Higher Education Program Terms and Conditions INTELLECTUAL PROPERTY LICENSE

This License Agreement (this “Agreement”) is made by and between QSC, LLC, a California limited liability company located at 1675 MacArthur Boulevard, Costa Mesa, CA 92626, whose primary contact is [email protected], and ___________________, located at ____________________________ (“Licensor”), whose primary contact is _______________ (email: ___________) and has an effective date of __________(“Effective Date”).

Grant of License . Pursuant to this Agreement and as further consideration for its participation in the QSC Rewards Program, as defined in that Program’s Terms and Conditions to which this Appendix A is attached, Licensor grants QSC and its subsidiaries a limited, non-exclusive, irrevocable, worldwide, cost and royalty free license to use:

• the name of the Licensor and the Licensor’s logo(s) as identified in the attached Exhibit A: Licensor IP (collectively, “Licensor IP”)

and, upon becoming a Diamond Member,

• a case study conducted by QSC of QSC’s implementation and deployment of QSC products with the Diamond Member, which could include, among other things, interview(s) and quotes, as well as visual materials (the “Case Study”);
• all Case Studies are subject to the Diamond Member’s prior, timely, reasonable approval.

Use of Materials . The Licensor IP and Case Studies may only be used and displayed on various QSC higher education-related webpages, as well as on printed/digital collateral related to the QSC higher education programs.

Additional names and logos may be added to Exhibit A with Licensor’s written consent (email sufficing).

Licensor represents and warrants that the uses described above will not infringe or violate the copyright, trademark, trade secret, patent, privacy, publicity, or any other rights of any third party.

LICENSOR

By:________________________________

(Signature)

Print Name:_________________________

Title:_______________________________

Date:_______________________________

QSC

By:________________________________

(Signature)

Print Name: _________________________

Title:_______________________________

Date:_______________________________

Exhibit A

Licensor IP