OPIUS TERMS OF SERVICE

Opius EdTech, Inc.

Last Updated: August 22, 2026

These Terms of Service (these "Terms") are a binding legal agreement between Opius EdTech, Inc. ("Opius," "we," "us," or "our") and you, the individual subscribing to the Service ("you" or "Customer"). These Terms, together with the subscription plan, pricing, and billing frequency you select at checkout (your "Subscription") and our Privacy Policy (available at opiusedu.com/privacy), govern your access to and use of the Opius platform and related services (the "Service").

PLEASE READ THESE TERMS CAREFULLY. BY CLICKING "I AGREE" (OR A SIMILAR BUTTON OR CHECKBOX), CREATING AN ACCOUNT, OR ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SERVICE.

THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 14). EXCEPT AS STATED IN SECTION 14, YOU AND OPIUS AGREE TO RESOLVE DISPUTES THROUGH INDIVIDUAL BINDING ARBITRATION, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR TO A JURY TRIAL.

1. Definitions

"Opius Technology" means the Service, the Documentation, and all software, technology, and technical information used by Opius or provided to you in connection with the Service (including any models, MCPs, APIs, or interfaces).

"Customer Data" means any content or information uploaded or transmitted to the Service by you or your Users, and any reports or analyses generated by the Service for you, including Inputs and Outputs (defined in Section 7.2). Customer Data does not include Anonymized Data, meaning data that has been completely anonymized and converted to generic data about generalized usage patterns and educational trends, contains no confidential or proprietary information of yours, cannot be used to identify you or any User, and contains none of your intellectual property. To qualify as Anonymized Data, Opius must use industry best practices to remove any characteristics that would cause the data to qualify as Customer Data.

"Documentation" means the user guides, help materials, and other technical materials relating to the Service that Opius makes available to you, as modified from time to time.

"Service" means Opius' proprietary software-as-a-service platform that uses artificial intelligence to help parents and guardians access, query, and understand student educational information from school platforms and related sources, as described on the Opius website (opiusedu.com), together with any related features Opius provides under these Terms.

"Users" means you and the members of your household or family whom you authorize to access the Service under your Subscription.

2. Eligibility; Your Account

2.1 Who May Subscribe. You must be at least 18 years old and have the legal capacity to enter into a contract to subscribe to the Service. You represent that you are the parent, legal guardian, or authorized representative of each student whose information you access through the Service, and that you have the legal authority to access that information. A User under 18 may use the Service only under your account, with your consent and supervision, and you accept full responsibility for that use and agree to these Terms on that User's behalf.

2.2 Registration. You must provide accurate, current, and complete information when you register and keep your account and billing information up to date.

2.3 Account Security. You are responsible for maintaining the confidentiality of all usernames, passwords, and other credentials for your account and for all activity that occurs under your account. Login credentials may not be shared or used by more than one individual User. You will notify Opius promptly at support@opiusedu.com of any actual or suspected unauthorized use of your account or any other actual or suspected breach of these Terms.

2.4 Text Messages and Alerts. If you provide a mobile number and opt in to text messaging, you expressly consent to receive text messages from Opius at that number, including replies to your questions and informational alerts about your students' school information that you request or enable (for example, notifications about grade changes or missing assignments). If you add a texting line for a student under your account, you — as the student's parent or legal guardian — provide this consent on the student's behalf for that line. Consent to receive texts is not a condition of purchasing or using the Service; everything available by text is also available through the web chat. Message and data rates may apply, and message frequency varies. You may revoke consent at any time by replying STOP to any message, by turning off SMS in Settings, or by contacting support@opiusedu.com, and we will honor a revocation made by any reasonable means promptly. We do not send marketing or promotional text messages. Our handling of mobile numbers and message content is described in Section 9 of the Privacy Policy.

3. Subscription; Fees; Payment

3.1 Subscription and Fees. You will pay Opius the fees for the subscription plan and billing frequency (monthly or annual) you select at checkout, as displayed to you before you complete your purchase ("Fees"). Fees are non-refundable except as expressly stated in these Terms or required by law.

3.2 Automatic Renewal and Billing. YOUR SUBSCRIPTION RENEWS AUTOMATICALLY. If you select monthly billing, Opius (or its payment processor) will automatically charge your payment method at the start of each monthly billing period. If you select annual billing, Opius will automatically charge your payment method at the start of each annual subscription period. Your Subscription will continue to renew, and you will continue to be charged at the then-current rates, until you cancel. You authorize Opius and its payment processor to store your payment method and to charge it as described in this Section.

3.3 Cancellation. You may cancel your Subscription at any time through your account settings or by contacting support@opiusedu.com. Cancellation takes effect at the end of your then-current billing period (monthly or annual, as applicable). You will retain access to the Service through the end of that period, and no refunds or credits will be provided for partial billing periods, except as expressly stated in these Terms or required by law.

3.4 Price Changes. Opius may change its Fees from time to time. Price changes will not take effect until your next renewal, and Opius will give you reasonable advance notice of any price increase. If you do not agree to a price change, you may cancel before the change takes effect.

3.5 Taxes. Fees are exclusive of all sales, use, excise, and similar taxes, which you are responsible for paying (excluding taxes based on Opius' income).

3.6 Nonpayment. Opius reserves the right (in addition to any other rights or remedies) to suspend your access to the Service if any Fees are more than thirty (30) days overdue, until amounts due are paid in full.

4. Access to the Service; Restrictions

4.1 Right to Use. Subject to these Terms and payment of applicable Fees, Opius grants you and your Users a limited, non-exclusive, non-transferable (except as permitted under Section 15.4), non-sublicensable right during your Subscription to (a) access and use the Service in accordance with the Documentation and these Terms, and (b) use and make reasonable copies of the Documentation, in each case solely for your personal, non-commercial household purposes. The Service is available solely as a remotely accessed software-as-a-service offering.

4.2 Restrictions. You will not, and will not permit any User or third party to: (a) sublicense, lease, sell, resell, rent, loan, distribute, transfer, or otherwise allow the use of the Opius Technology for the benefit of any unauthorized third party; (b) reverse engineer, decompile, disassemble, or otherwise derive or attempt to derive the source code (or the underlying ideas, algorithms, structure, or organization) of the Opius Technology, except as permitted by law; (c) use any automated software, devices, or other processes to automate requests on the Service (e.g., robotic process automation) or to "scrape," extract, or download data from the Opius Technology (other than Customer Data) without Opius' prior written consent; (d) interfere in any manner with the operation of the Opius Technology or the hardware and network used to operate it, or attempt to probe, scan, or test the vulnerability of the Opius Technology without Opius' prior written consent; (e) attempt to access the Opius Technology through any unapproved interface; (f) attempt to circumvent any usage restrictions of the Opius Technology; (g) modify, copy, or make derivative works based on any part of the Opius Technology; (h) access or use the Opius Technology to build a similar or competitive product or service or otherwise engage in competitive analysis or benchmarking; (i) use the Service to access information about any student for whom you are not a parent, legal guardian, or authorized representative, or provide credentials for accounts you do not own or are not authorized to use; (j) use the Service for any unlawful purpose or in violation of any applicable law, or to harass, abuse, or harm any person; or (k) upload or transmit any viruses, malware, or other harmful code.

4.3 Suspension. Opius may suspend your or any User's access to all or part of the Service for failure to comply with Section 4.2, or if your or any User's use of the Service poses a risk to the security or integrity of the Service or supporting systems, interferes with Opius' ability to reliably provide the Service to other customers, or subjects Opius to unreasonable liability risks. Opius will use reasonable efforts to notify you before suspension and will restore access as soon as the applicable risks no longer apply.

5. Customer Data; School Platform Access

5.1 Your Responsibility for Customer Data. You are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. You will provide all notices and obtain all licenses, consents, and permissions required under applicable law for Opius to use, disclose, copy, store, and process Customer Data on the Service as contemplated by these Terms. You and your Users will not upload or transmit to the Service any Customer Data containing sensitive personal data, including personal health information; this restriction does not apply to student education records and related school information that the Service is designed to access and process on your behalf.

5.2 Consent Regarding Student Information. As parent or legal guardian, you expressly consent to Opius' collection and processing of student education records and related information, including information relating to your minor children, in accordance with these Terms and Opius' Privacy Policy.

5.3 Delegated Access to School Platforms; Limited Agency. You hereby appoint Opius as your limited agent for the purpose described in this Section, and you authorize Opius, solely in that capacity, to store your school-platform credentials in encrypted form and to use those credentials to access the school platforms associated with your account, solely to provide the Service to you and solely at your direction — including your standing instruction to retrieve information periodically so that your questions can be answered promptly. You represent and warrant that such credentials are your own (or your student's, provided with authority to do so), that you have the right to authorize such access, and that you are authorizing Opius's access under the terms of use of the applicable school platforms and the policies of the relevant school district. You acknowledge that Opius accesses school platforms on your behalf in substantially the same manner you would as a user and that Opius has no partnership or affiliation with, and no special access rights to, those platforms. You further acknowledge that a school platform or school district may object to tool-assisted access and could suspend or restrict your platform account or the Service's ability to retrieve your data, and that Opius is not responsible for any such action as described in Sections 5.4 and 11.1. You may delete your stored credentials at any time through your account settings. Upon termination or expiration of your Subscription, Opius will cease such access and delete your stored credentials within a reasonable period.

5.4 Third-Party Services. Certain features of the Service use or integrate with third-party websites, services, technology, and applications not provided by Opius, including the school platforms the Service accesses on your behalf (collectively, "Third-Party Services"). Third-Party Services may change their interfaces, impose rate limits, require additional verification steps, or block automated access at any time, which may temporarily or permanently affect the Service's ability to retrieve your data. You acknowledge and agree that Opius is not responsible for the accuracy, completeness, or availability of data on Third-Party Services, and that Opius shall not be liable for any damages, liabilities, or harm relating to any losses, delays, failures, errors, interruptions, or loss of data occurring directly or indirectly by reason of Third-Party Services or any other circumstances beyond Opius' control. You are responsible for enabling each integration under your control, and your use of any Third-Party Service is governed by your agreement with its provider.

5.5 Security Recommendations. Opius may from time to time provide recommendations, guidance, or best practices regarding secure use or configuration of the Service or its integrations ("Security Recommendations"), whether in writing, through Documentation, or within the Service interface. You are solely responsible for evaluating and implementing Security Recommendations. If you decline, delay, or fail to implement a Security Recommendation and a security incident, breach, unauthorized access, or data loss results from or is contributed to by that failure, Opius shall have no liability of any kind, and you waive and release any claims against Opius arising out of or relating to that incident. You assume all risk associated with a decision not to implement a Security Recommendation and will indemnify and hold Opius harmless from any third-party claims arising from that decision. This Section applies notwithstanding any other provision of these Terms and is in addition to, and does not limit, any other disclaimer or limitation of liability in these Terms.

5.6 Audit Records. Opius maintains logs and audit history relating to access to, activity within, and the security and configuration of the Service, including security, access, authentication, and configuration logs and related audit trails ("Audit Records"), which may include or be derived from Performance Data and may reference activity involving Customer Data. Opius may, but is not required to, retain Audit Records (a) within the live production environment for up to eighteen (18) months, and (b) in archived storage for up to seven (7) years (or longer if required by law), in each case from the date generated, notwithstanding Section 10.3 or any other obligation to delete or return data. Retained Audit Records will be maintained in accordance with the confidentiality obligations in these Terms, used solely for security, audit, compliance, legal, dispute-resolution, and regulatory or certification purposes, and remain subject to applicable law. This Section confers a right, not an obligation, on Opius, and Opius makes no representation as to the availability of any particular Audit Records.

6. Privacy

Opius' collection, use, and disclosure of personal information is governed by its Privacy Policy at opiusedu.com/privacy, which is incorporated into these Terms by reference. Opius does not sell your personal information or your children's school data to third parties.

7. Proprietary Rights

7.1 Opius Technology. Opius retains all right, title, and interest in and to the Opius Technology, including any enhancements, improvements, or derivatives. Except as expressly set forth in these Terms, no license or other rights in the Opius Technology are granted to you. The Opius name, logo, and related marks are trademarks of Opius, and you may not use them without Opius' prior written permission.

7.2 AI Features; Inputs and Outputs. The Service includes generative artificial intelligence and machine-learning models, technology, and applications. You may submit inputs to the Service (including questions, queries, and requests) ("Inputs") and receive outputs generated in response ("Outputs").

7.3 Your Ownership of Customer Data. You retain all right, title, and interest in and to your Customer Data. To the extent Opius obtains any rights in any Outputs, Opius hereby assigns all right, title, and interest in them to you.

7.4 Opius' Use of Customer Data. You authorize Opius to access and use Customer Data (a) to provide the Service and any accompanying support to you, and (b) on a de-identified, aggregated basis, to improve the Service and other Opius products and services, including underlying algorithms, machine-learning models, and systems.

7.5 Performance Data. As part of ordinary-course software-as-a-service operations, Opius may collect general performance and technical data about the Service (such as technical logs, session data, account and login data, processed volumes, and machine-generated metadata), excluding any data that could be used to identify you or any of your Users ("Performance Data"). Performance Data does not include Customer Data. Opius may use Performance Data to operate, improve, analyze, and support the Service and for other business purposes permitted under applicable law.

7.6 Feedback. If you provide Opius with suggestions, ideas, or other feedback regarding the Service ("Feedback"), Opius may use the Feedback for any purpose without obligation or restriction, and, as between you and Opius, Opius retains all intellectual property rights in and to the Feedback.

8. Warranty Disclaimers

8.1 DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) THE OPIUS TECHNOLOGY IS PROVIDED "AS IS" AND "AS AVAILABLE," AND (B) OPIUS AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AND EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. OPIUS DOES NOT WARRANT THAT THE OPIUS TECHNOLOGY WILL BE FREE FROM BUGS, UNINTERRUPTED, OR ERROR-FREE, OR THAT DATA RETRIEVED FROM THIRD-PARTY SERVICES (INCLUDING SCHOOL PLATFORMS) WILL BE ACCURATE, COMPLETE, OR CURRENT.

8.2 AI OUTPUT. YOU ACKNOWLEDGE THAT THE OPIUS TECHNOLOGY LEVERAGES ARTIFICIAL INTELLIGENCE TOOLS AND THAT ARTIFICIAL INTELLIGENCE IS A RAPIDLY EVOLVING FIELD. THE PROBABILISTIC NATURE OF ARTIFICIAL INTELLIGENCE MEANS THE OPIUS TECHNOLOGY MAY PRODUCE INACCURATE OUTPUT (SUCH AS "HALLUCINATIONS") OR OTHERWISE NOT ALWAYS PRODUCE ACCURATE OR INTENDED RESULTS. OPIUS MAKES NO WARRANTIES WITH RESPECT TO ANY OUTPUT OF ANY AI TOOLS, FEATURES, OR FUNCTIONS OF THE OPIUS TECHNOLOGY. YOU MUST REVIEW ANY OUTPUT AND CONFIRM ITS ACCURACY AND APPROPRIATENESS — INCLUDING BY CHECKING THE UNDERLYING SCHOOL PLATFORM WHERE APPROPRIATE — BEFORE RELYING ON IT.

9. Term; Termination

9.1 Term. These Terms apply for as long as you maintain an account or use the Service.

9.2 Termination. You may cancel your Subscription as described in Section 3.3 and may request full account deletion by contacting support@opiusedu.com. Either party may terminate these Terms upon written notice if the other party materially breaches these Terms and does not cure the breach (if curable) within thirty (30) days after written notice. Opius may also terminate these Terms or discontinue the Service (in whole or in part) upon reasonable advance notice to you; if Opius does so other than for your breach, Opius will refund you a prorated portion of any prepaid Fees attributable to the terminated portion of your then-current billing period.

9.3 Effect of Termination. Upon expiration or termination, the rights granted to you under these Terms immediately terminate, and you and your Users will cease use of the Service and Documentation. Termination does not relieve you of the obligation to pay Fees accrued before termination. Following termination, Opius will delete your stored school-platform credentials within a reasonable period and will delete or de-identify Customer Data in accordance with the Privacy Policy and applicable law, except that Opius may retain (a) Audit Records in accordance with Section 5.6, and (b) copies made in accordance with its standard backup procedures, subject to the confidentiality obligations of these Terms.

9.4 Survival. Sections 1, 4.2 (until all Fees due have been paid), 5.5, 5.6, 7, 8, 9.3, 9.4, 10, 11, 12, 13, and 14 survive any expiration or termination of these Terms.

10. Indemnification

You will defend, indemnify, and hold harmless Opius and its officers, directors, employees, agents, and affiliates from and against any third-party claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer Data, including any claim that Customer Data infringes, misappropriates, or violates any third party's intellectual property or other rights; (b) your or any User's use of the Service in violation of these Terms or applicable law; (c) your provision of school-platform or other credentials that you were not authorized to use; or (d) any claim by a third party (including a school district or platform provider) related to Opius accessing school platforms using credentials you provided. Opius will promptly notify you of any such claim and will reasonably cooperate with you, at your expense, in the defense. Opius may participate in the defense with counsel of its own choosing, and you will not settle any claim in a manner that requires Opius to admit fault or take or refrain from any action without Opius' prior written consent.

11. Limitation of Liability

11.1 EXCLUSION OF CERTAIN DAMAGES. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, IN ANY WAY RELATING TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT OPIUS IS NOT LIABLE, AND YOU WILL NOT SEEK TO HOLD OPIUS LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING THE PROVIDERS OF ANY THIRD-PARTY SERVICE (INCLUDING ANY ACTION A SCHOOL PLATFORM TAKES IN RESPONSE TO AUTOMATED ACCESS), OR FOR DAMAGES ARISING FROM YOUR RELIANCE ON DATA OR OUTPUT RETRIEVED OR GENERATED THROUGH THE SERVICE.

11.2 LIABILITY CAP. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY'S AGGREGATE, CUMULATIVE LIABILITY IN ANY WAY RELATING TO THESE TERMS OR THE SERVICE EXCEED THE GREATER OF (A) THE FEES PAID OR PAYABLE BY YOU TO OPIUS DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIFTY DOLLARS (US $50.00).

11.3 EXCLUSIONS; BASIS OF THE BARGAIN. THE FOREGOING LIMITATIONS DO NOT APPLY TO YOUR OBLIGATION TO PAY FEES, TO A PARTY'S INDEMNITY OBLIGATIONS (TO THE EXTENT PAID TO THE THIRD-PARTY PLAINTIFF), OR TO LIABILITIES THAT CANNOT BE LIMITED BY LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES; IF THOSE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THESE TERMS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE PARTIES WOULD NOT HAVE ENTERED INTO THESE TERMS BUT FOR THESE LIMITATIONS.

12. Changes to These Terms

Opius may modify these Terms from time to time. If Opius makes material changes, it will update the "Last Updated" date above and notify you by email or through the Service before the changes take effect. Changes will not apply retroactively. Your continued use of the Service after revised Terms become effective constitutes your acceptance of the revised Terms; if you do not agree, you must cancel your Subscription and stop using the Service.

13. Dispute Resolution; Binding Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

13.1 Informal Resolution First. Before filing a claim, you and Opius agree to try to resolve any dispute informally. Either party may initiate this process by sending the other a written notice describing the dispute and the requested relief (to Opius at support@opiusedu.com, referencing this Section; to you at the email address on your account). If the dispute is not resolved within thirty (30) days after the notice is received, either party may commence arbitration as set forth below.

13.2 Binding Arbitration. Except as provided in Section 14.4, any dispute, claim, or controversy arising out of or relating to these Terms or the Service (a "Dispute") will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules then in effect. The Federal Arbitration Act governs the interpretation and enforcement of this Section. The arbitrator will have exclusive authority to resolve any Dispute, including any question of arbitrability, except that a court will decide any question regarding the validity or enforceability of the class action waiver in Section 14.3. Judgment on the arbitration award may be entered in any court of competent jurisdiction. Payment of filing, administration, and arbitrator fees will be governed by the AAA's rules, including its consumer fee schedule.

13.3 Class Action Waiver. YOU AND OPIUS EACH AGREE THAT ANY DISPUTE WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE PERSON AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. YOU AND OPIUS EACH WAIVE ANY RIGHT TO A JURY TRIAL. If the class action waiver in this Section is found unenforceable as to a particular Dispute, then Section 14.2 shall not apply to that Dispute, which shall instead be resolved in the courts specified in Section 15.1.

13.4 Exceptions. Either party may (a) bring an individual claim in small-claims court if the claim qualifies, and (b) seek injunctive or other equitable relief in any court of competent jurisdiction for actual or threatened infringement, misappropriation, or misuse of a party's intellectual property rights or Confidential Information.

13.5 Opt-Out. You may opt out of Sections 14.2 and 14.3 by sending written notice to support@opiusedu.com within thirty (30) days after you first accept these Terms, stating your name, your account email, and your intent to opt out of arbitration. Opting out will not affect any other provision of these Terms.

14. General Provisions

14.1 Governing Law; Forum. These Terms are governed by the laws of the State of Delaware, exclusive of its conflict or choice of law rules. Subject to Section 13, any Dispute that is not subject to arbitration will be brought exclusively in a federal or state court of competent jurisdiction located in New Castle County, Delaware, and each party consents to the exclusive jurisdiction and venue of those courts.

14.2 Notices. Opius may provide notices to you by email to the address associated with your account or through the Service. You may provide notice to Opius by email to support@opiusedu.com. Notices are deemed given when sent (unless the sender receives an error or failure-to-deliver notification), or upon receipt if delivered in person or by recognized courier.

14.3 Force Majeure. Any delay in either party's performance (except your obligation to pay Fees owed) will not be a breach of these Terms if caused by events beyond that party's reasonable control, including labor disputes, war, fire, earthquake, flood, natural disasters, governmental action, pandemic or epidemic, or cloud-service, internet, or telecommunications outages. The affected party will use reasonable efforts to notify the other party and to resume performance as soon as possible.

14.4 Assignment. You may not assign these Terms, or any rights or obligations under them, without Opius' prior written consent. Opius may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section is null and void. These Terms bind each party's permitted successors and assigns.

14.5 Miscellaneous. These Terms, together with your Subscription selections at checkout and the Privacy Policy, are the entire agreement between you and Opius regarding the Service and supersede all prior and contemporaneous understandings regarding the Service (provided that any separately signed written agreement between you and Opius governing the Service, such as a beta or pilot agreement, continues to govern for its stated term unless the parties agree otherwise). Except as provided in Section 13, these Terms may be modified only in a writing agreed to by both parties. If any provision of these Terms is held invalid or unenforceable, the remaining provisions (and the valid portion of the affected provision) remain in full force and effect. Any waiver or failure to enforce any provision on one occasion will not be deemed a waiver of any other provision or of that provision on any other occasion; all waivers must be in writing. Headings are for convenience only. "Including" means "including but not limited to." The parties are independent contractors, and no agency, partnership, franchise, joint venture, or employment relationship is created by these Terms. There are no third-party beneficiaries of these Terms.

14.6 Contact. Questions about these Terms may be directed to Opius EdTech, Inc. at support@opiusedu.com.

By clicking "I Agree" or by using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.