PLEASE CAREFULLY READ OUR EULA POLICY, WHICH IS INCORPORATED BY REFERENCE, BEFORE USING Redonyun. These Terms affect your legal rights and obligations. If you do not agree to be bound by all of these Terms, do not access or use the Service.

red onyun inc (“redonyun” or “us,” “our,” “we”) is the creator and owner of the platform that creates educational, interactive content and applications (the “Platform”). These Terms of Services (the “Terms”) govern your access to and use of the Site and Services (as defined herein) and all content (the “Content,” as further defined below) and services available through the Site (the “Services”). The Terms apply to all schools, school districts, educational and other institutions, including trained institutional staff members who are authorized to access the Services on behalf of a school, school district or other institution (each, a “School”), as well as individuals who are non-School users of the Services (Schools and individuals, referred to here as “user,” “you,” or “your”). Any minor child you permit to use the Platform and/or Services, subject to the terms hereof shall be referred to as a “Child”.

If you are registering on behalf of a School, you represent that: (i) you are authorized to enter into, and bind the School to these Terms and register for the Platform and Services; (ii) you are solely responsible for ensuring that these Terms are in compliance with all laws, rules, and regulations applicable to you and the School and the right to access the Platform and Services is revoked where these Terms or use of the Platform and Services is prohibited; (iii) you do not create or maintain an account on behalf of a Child if you or the School have not obtained prior written consent from the Child’s parent or legal guardian (“Parent”). (“Parental Consent“). If you have created an account on behalf of a Child without having obtained Parental Consent, you hereby agree to immediately cease any and all use of and activity on such account and delete such account from our Platform by visiting our website or contacting us at support@redonyun.com

Please read these Terms carefully. These Terms govern your access to and use of the Platform and Services. By accessing our Platform and/or using our Services you signify your consent to these Terms. The way we collect, process and transfer Personal Information (as defined in the Privacy Notice) is detailed in our Privacy Notice. Changes may be made to these Terms from time to time. Your continued use of the Platform and/or Services will be deemed acceptable to the amended or updated Terms. If you do not agree to any of these Terms, please do not click the button marked “I agree” or use the Platform and/or Services.

Account Registration

You are fully and solely responsible for the security of your computer system and all activity on your account, even if such activities were not completed by you. You agree to notify Redonyun immediately of any unauthorized use of your Redonyun account. Redonyun will not be liable for any losses or damages arising from unauthorized use of your account, and you agree to indemnify and hold Redonyun harmless for any improper or illegal use of your account, including any charges and/or taxes incurred, unless you have notified us via email at support@redonyun.com that your account has been compromised and have requested us to block access to it. We do not police for, and cannot guarantee that we will learn or prevent any inappropriate use of the Platform and/or Services.

Termination of Account

Upon termination, suspension or expiration of the Agreement for any reason, Redonyun may terminate your access to your account at its sole discretion. Redonyun may terminate your account if you violate any of these Terms. Upon termination or suspension of your account, you shall not have any further access to any Content (as defined below) that may be available through your account. Any data associated with your account, including any User Content (as defined below), may, at Redonyun’s sole discretion: (i) be deleted from Redonyun and removed from any public area of the Services; or (ii) remain available on the Platform, and accessible to Redonyun users and third parties subject to these Terms.

If Redonyun believes, in its sole discretion, that a violation of these Terms or any illegal or inappropriate usage or behavior has occurred, we may take any other corrective action we deem appropriate. We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate usage or behavior regarding the Platform and Services. We will fully cooperate with any law enforcement investigation or court order requesting or directing us to disclose the identity, behavior or Content (including User Content) of anyone believed to have violated these Terms or to have engaged in illegal behavior. Any suspension or termination of your account shall not affect your obligations under these Terms (including but not limited to ownership, indemnification, any representations and warranties made by you, and limitation of liability), which by their sense and context are intended to survive such suspension or termination.

Services

You may use the Platform, as well as the Content and Services provided through it, on your own behalf and/or for the purpose of offering children (subject to Parental Consent as specified herein) educational games, as available on the Platform. Redonyun may, in its sole discretion and at any time, discontinue providing any part of the Platform and/or Services without notice.

Use of the Services and access to the Platform is void where prohibited by law, regulation or any other obligation. By using the Site and/or Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older and have the legal ability to form a binding contract; (d) your use of the Platform and Services does not violate any applicable law or regulation or any obligation you may have, including to a third party; (e) you are solely responsible for obtaining any Parental Consent for each Child you give access to a sub-account, as required; and (f) YOU WILL NOT ADD ANY SPECIAL CATEGORIES OF DATA (AS SUCH TERM IS DEFINED IN REGULATION 2016/679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 27 APRIL 2016 ON THE PROTECTION OF NATURAL PERSONS WITH REGARD TO THE PROCESSING OF PERSONAL DATA AND ON THE FREE MOVEMENT OF SUCH DATA, AND REPEALING DIRECTIVE 95/46/EC (GENERAL DATA PROTECTION REGULATION) (“GDPR“) AND IF YOU DO ADD ANY SPECIAL CATEGORIES OF DATA, YOU HEREBY REPRESENT AND WARRANT THAT YOU HAVE OBTAINED EXPLICIT CONSENT IF AND AS REQUIRED UNDER APPLICABLE LAW AND THAT YOU SHALL BE SOLELY RESPONSIBLE AND LIABLE FOR ANY SUCH DATA, INCLUDING IN THE EVENT OF ANY DATA BREACH BY REDONYUN.

Redonyun hereby grants you with a non-exclusive and non-transferable right to use the Platform and/or Services, in accordance with and subject to these Terms.

Use Restrictions

You may not do or attempt to do any of the following: (1) attempt to decipher, decompile, disassemble, or reverse-engineer any of the software used to provide the Platform and/or Services without our prior written authorization, including framing or mirroring any part of the Platform and/or Services; (2) circumvent, disable, or otherwise interfere with security-related features of the Platform and/or Services or features that prevent or restrict use or copying of any Content; (3) use the Platform and/or Services in connection with any commercial endeavors in any manner, except for the purposes specifically set forth in these Terms; (4) use any robot, spider, assessment search or retrieval application, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Platform and/or Services; (5) use or access another user’s account or password without permission; (6) use the Platform and/or Services in any manner not permitted by these Terms, or (7) post, distribute or edit any User Content or links in violation of the requests or wishes of the individual that provided you with such User Content or links.

Fees and Payment

Subscription Terms

· Subscription costs are subject to change without prior notice.

· Payment will be charged from your credit card, iTunes or Google Play account, or PayPal account at confirmation of purchase.

· The Subscription automatically renews unless you turn off the auto-renew option at least 24-hours before the end of the current period.

· Your account will be charged for renewal within 24-hours prior to the end of the current period.

· You may manage subscriptions and may turn off auto-renewal by going to your iTunes/PlayStore/PayPal Account Settings after a purchase.

· No cancellation of the current subscription is allowed during an active subscription period.

· Any unused portion of a free trial period will be forfeited when you purchase a subscription to Redonyun.

Where applicable, taxes may also be charged. Redonyun does not accept any responsibility for the calculation or collection of any applicable taxes. Except as expressly provided in these Terms, fees are non-refundable.

Intellectual Property

Redonyun owns the Site, Platform, Services, and all Content available therein, including all worldwide intellectual property rights in the Site, Platform and/or Services and the trademarks, service marks, and logos contained therein. Except as expressly permitted herein, you may not copy, further develop, reproduce, republish, modify, alter download, post, broadcast, transmit or otherwise use the Site, Platform and/or the Services. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in the Site, Platform or Services. All trademarks are trademarks or registered trademarks of their respective owners. Nothing in these Terms grants you any right to use any trademark, service mark, logo, or trade name of Redonyun or any third party.

The policy of Redonyun is not to infringe upon or violate the intellectual property rights or other rights of any third party. Redonyun will remove any Content (including without limitation any User Content) if properly notified of that such material infringes third party rights, and may do so at its sole discretion, without prior notice to users at any time.

If you believe that something appearing on the Site and/or Platform infringes your copyright, you may send us a notice requesting that it be removed, or access to it blocked. We suggest that you consult your legal advisor before filing a notice or counter-notice. Be aware that there can be substantial penalties for false claims. Send notices and counter-notices to us by contacting support@redonyun.com.

Disclaimers & Disclaimer of Warranty

Your use of the Platform and Services is at your sole discretion and risk. The Platform, Content, and Services are provided on an AS IS and AS AVAILABLE basis without warranties of any kind. While we make reasonable efforts to provide Content that is informative and useful, we do not make any warranties or representations in respect of any Content. We do not represent or warrant that you will find the Services and/or any Content to be informative or useful for your own needs.

WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SITE, PLATFORM, CONTENT (INCLUDING USER CONTENT), AND SERVICES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE. WE DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, (I) REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE PLATFORM AND/OR SERVICES; (II) THAT THE PLATFORM AND/OR SERVICES WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; (III) REGARDING THE PERFORMANCE OF OR ACCURACY, QUALITY, CURRENCY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED BY THE PLATFORM AND/OR SERVICES.

Redonyun makes no warranty that the Reports provided shall be useful to you and/or if you are the School, the Parents of the Child or the School. You and/or the School and/or the Parents or of the Child, as applicable, are solely responsible for any action you and/or the School and/or the Parents of the Child may take based on the Reports. In making any decision you and/or the School and/or the Parents of the Child should take into account the possibility that information provided by the Reports may not correctly or accurately reflect current or future circumstances.

No advice or information, whether oral or written, obtained by you from us, shall create any warranty not expressly stated in these Terms. If you choose to rely on such information, you do so solely at your own risk. Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you.

We assume no responsibility for, and you shall not have any valid claim against Redonyun in relation to, error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or

alteration of, the Platform, Content and/or Services. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email due to technical problems or traffic congestion on the Internet or on any part of the Platform and/or Services, including any injury or damage to users or to any (individual’s) computer and/or mobile device related to or resulting from participation or downloading materials in connection with the Platform and/or Services. Under no circumstances shall we be responsible for any loss or damage, including personal injury or death, resulting from use of the Platform and/or Services, from any Content posted on or through the Platform and/or Services, or from the conduct of any users of the Platform and/or Services, whether online or offline.

Limitation of Liability

IN NO EVENT SHALL WE OR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM, CONTENT AND/OR SERVICES, INCLUDING BUT NOT LIMITED TO THE QUALITY, ACCURACY, OR UTILITY OF THE INFORMATION PROVIDED AS PART OF OR THROUGH THE PLATFORM OR THE SERVICES, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IN NO EVENT SHALL OUR MAXIMUM CUMULATIVE LIABILITY TO YOU EXCEED THE AMOUNT YOU HAVE PAID US IN THE TWELVE MONTHS PRECEDING THE APPLICABLE CLAIM. AS SUCH, IF YOU HAVE NOT PAID US ANY AMOUNTS, WE SHALL HAVE NO LIABILITY TO YOU.

Indemnification

You agree to indemnify, defend, and hold harmless Redonyun and our employees, directors, officers, subcontractors and agents, against any and all claims, damages, costs or expenses (including attorneys’ fees) that arise directly or indirectly from: (a) breach of these Terms by you or anyone using your computer, mobile device or password; (b) any claim, loss or damage experienced from your use or attempted use of the Platform and/or the Services; (c) your violation of any law or regulation; (d) your infringement of any right of any third party; (e) any data breach, violation of applicable privacy and data protection laws and regulations by you or anyone on your behalf, including but not limited, where applicable, breach of any of the terms of the Data Sharing Agreement, and (f) any other matter for which you are responsible hereunder or under law.

Territorial Restrictions

The information provided within the Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Redonyun to any registration requirement within such jurisdiction or country. We reserve the right to limit the availability of the Services or any portion of the Services, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that Redonyun provides.

Software related to or made available by the Service may be subject to United States export controls. Thus, no software from the Services may be downloaded, exported or re-exported: (a) into (or to a national or resident of) any country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Denied Person’s List. By downloading any software related to the Services, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.

Miscellaneous

These Terms shall be governed by the laws of the State of Tennessee. Any legal or equitable action of whatever nature by or against Redonyun arising out of or related in any respect to these Terms shall be brought only before the jurisdiction of the competent courts of Tennessee, pursuant to any applicable Tennessee laws pertaining to subject matter jurisdiction. In any action to enforce these Terms, the prevailing party will be entitled to costs and attorneys’ fees. Any cause of action against Redonyun must be brought within one (1) year of the date such cause of action arose. In the event that any provision of these Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of these Terms shall remain in full force and effect. Nothing in these Terms creates any agency, employment, joint venture, or partnership relationship between you and Redonyun or enables you to act on behalf of Redonyun. Except as may be expressly stated in these Terms, these Terms constitute the entire agreement between us and you pertaining to the subject matter hereof, and any and all other agreements existing between us relating thereto are hereby canceled. You shall not be entitled to assign any of your rights hereunder to any third party. Redonyun may assign any and all rights hereunder to any third party.