UPSKILL ONLINE LIMITED SUBSCRIPTION LICENSE AGREEMENT

Dated October 26th 2010

BY COMPLETING THE ELECTRONIC ACCEPTANCE PROCESS AND SUBMITTING THE REGISTRATION FORM, YOU REPRESENT AND WARRANT THAT YOU: (i) ARE AUTHORIZED TO SIGN FOR AND BIND THE CONTRACTING PARTY AND (ii) AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS ONLINE SERVICES AGREEMENT (THIS “AGREEMENT”). THIS AGREEMENT IS ENTERED INTO BETWEEN YOU (“SUBSCRIBER”), AND UPSKILL ONLINE LIMITED TRADING AS OLIVE MEDIA LOCATED AT UNIT 4B, RED COW BUSINESS PARK, CLONDALKIN, DUBLIN 22, IRELAND (“COMPANY”), AS OF THE DATE THAT YOU COMPLETE THE ELECTRONIC ACCEPTANCE PROCESS ACCORDING TO GREENWICH MEAN TIME IN THE UK (THE “EFFECTIVE DATE”), WITH REFERENCE TO THE FOLLOWING FACTS: A. Company maintains a website, www.oliveacademy.com (the “Site”) and is the sole owner of all rights, title, and interest in and to the proprietary software generally known as e-learning software found at the Site (the “Licensed Software As A Service”).

B. Subscriber desires to obtain a nonexclusive license to the Licensed Software As A Service so that Subscriber will have the right to use and provide access to the Licensed Software As A Service to third parties in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. GRANT OF LICENSE. Company hereby grants to Subscriber for the term of this Agreement a worldwide, nonexclusive license to use the The Licensed Software As A Service on the terms and conditions set forth herein.

2. OWNERSHIP; RESTRICTIONS. Subject to the rights granted to Subscriber under this Agreement, all right, title, and interest in and to the Licensed Software As A Service are and shall remain at all times the sole and exclusive property of Company. Company may use, sell, assign, transfer, and license copies of and rights in the Licensed Software As A Service to third parties in Company’s discretion free from any claim of Subscriber. In addition, Subscriber agrees that it shall not, without the express written consent of Company, decompile, disassemble, or reverse engineer the Licensed Software As A Service, or modify, enhance, in whole or in part.

3. PAYMENTS. In consideration of the rights granted hereunder, Subscriber shall pay Company as follows:

3.1. LICENSE FEES.

(a) Subscriber will pay Company on a monthly or periodic basis the appropriate amount based on the Company’s then current subscription fees. The Company’s subscription fees shall be posted on the Site here.

(b) All fees and charges incurred in connection with Subscriber’s subscription will be billed automatically to the credit card designated by Subscriber during Subscriber’s registration, or subsequently designated by Subscriber to the Company (“Subscriber’s Credit Card”). At the start of the subscription period, and at the start of each renewal period, monthly or periodic fees for Subscriber’s subscription will be billed automatically to Subscriber’s Credit Card, unless Subscriber terminates Subscriber’s subscription before the relevant period begins. Company may change the fees and charges then in effect, or add new fees or charges, by giving Subscriber notice in advance either by sending Subscriber an email or by posting changes to the Company’s subscription fees on the Site (see above chart). Subscriber is responsible for regularly reviewing the Company’s subscription fees for changes.

(c) SUBSCRIBER’S CREDIT CARD. As a condition to Subscriber using the Software, Subscriber must provide Company with a valid credit card number belonging to Subscriber with available credit sufficient to pay the applicable Licensing Fees. In the event that Subscriber cancels this credit card or it is otherwise terminated, Subscriber must immediately provide the Company with a new valid credit card number. Subscriber authorizes the Company, from time to time, to undertake steps to determine whether the credit card number Subscriber has provided to the Company is a valid credit card number. In the event that Subscriber does not provide the Company with a current valid credit card number, with sufficient credit, upon request during the effective period of this Agreement, Subscriber will be in violation of this Agreement, and Company may terminate this Agreement with Subscriber. In the event that you provide us with a debit card number instead of a credit card number, you authorize us to make all charges described in this Agreement to your debit card account.

(d) LATE PAYMENTS. Interest shall accrue on any amount due and payable hereunder and remaining unpaid for more than 30 days (the “Principal Amount”) at a rate per annum which shall from day to day be equal to the lesser of (1) eight percent (8%) per year, computed on the basis of a year of 360 days and for the actual number of days elapsed (including the first day but excluding the last day) until payment of the Principal Amount, or (2) the maximum rate of interest permitted from day to day under applicable law.

4. COMPANY RESPONSIBILITIES

4.1. MATERIALS

(a) After Subscriber has completed the registration process, Company shall make available to Subscriber the Licensed Software As A Service at www.oliveacademy.com.

(b) Throughout the term of this Agreement, if Company makes any alterations, modifications, improvements, or other changes to the Licensed Software As A Service (collectively, “Alterations”), Company shall, at Company’s sole discretion, make available to Subscriber the Licensed Software As A Service, as updated or altered, on completion of such Alterations.

(c) Subscriber may produce advertising or marketing materials, brochures, or other literature relating to the Licensed Software As A Service. Subscriber also may translate into other languages any Company-supplied sales and marketing materials, or any portions thereof. Any such translations and related works shall be the property of Subscriber.

4.3. TRADEMARKS. Subscriber may use, reproduce and distribute Company’s trademarks and service marks, if any, in connection with the performance of Subscriber’s rights and obligations under this Agreement. Any such use or goodwill received therefrom shall accrue to Company, who shall remain the sole owner of such trademarks and service marks. Whenever Subscriber uses a name, mark, or logo licensed hereunder it shall print or display the following statement: “The Olive Academy mark is used solely by permission of Upskill Online Limited” and print a registered trademark symbol or trademark symbol, whichever is appropriate in Company’s sole discretion. Subscriber shall provide Company with a copy of all materials bearing Company’s trademark or service mark. The trademark rights granted by Company hereunder are nonassignable. Any attempted transfer or assignment of such limited license shall terminate the license without further action from Company. Subscriber shall not remove or destroy any proprietary markings placed upon or contained within the Licensed Software As A Service. At the expiration or earlier termination of this Agreement, all rights to use Company’s trademarks and service marks shall cease unless Company provides its written approval to each such use.

5. TITLE. Company represents and warrants that it owns all right, title, and interest in and to the Licensed Software As A Service. Company warrants that the Licensed Software As A Service hereby furnished or to be furnished to Subscriber do not and shall not infringe upon or violate any patent, copyright, trade secret, or any other proprietary right of any third party. In the event of any claim by any third party, including the third party licensors of Company, against Subscriber or any Subscriber customer (“Customer”), Subscriber shall promptly notify Company and, notwithstanding any disclaimer or limitation of liability to the contrary, Company shall defend such claim, in Subscriber’s or Customer’s name, but at Company’s sole expense, and shall indemnify Subscriber or Customer against any loss, cost, expense (including reasonable attorney fees and costs) or liability arising out of such claim, whether or not such claim is successful.

6. DISCLAIMER OF WARRANTIES. SUBSCRIBER HEREBY ACKNOWLEDGES AND AGREES THAT THE LICENSED SOFTWARE AS A SERVICE ARE PROVIDED BY COMPANY ON AN “AS IS” BASIS, AND SUBSCRIBER’S ACCESS TO AND/OR USE OF THE LICENSED SOFTWARE AS A SERVICE IS AT ITS SOLE RISK. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTY THAT ANY OF THE LICENSED SOFTWARE AS A SERVICE WILL MEET THE REQUIREMENTS OF SUBSCRIBER OR THAT THE LICENSED SOFTWARE AS A SERVICE WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE, NOR DOES COMPANY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE LICENSED SOFTWARE AS A SERVICE OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE LICENSED SOFTWARE AS A SERVICE BE CORRECTED. SUBSCRIBER UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF ANY OF THE LICENSED SOFTWARE AS A SERVICE IS DONE AT THE SOLE RISK OF SUBSCRIBER AND THAT SUBSCRIBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY SUBSCRIBER FROM COMPANY OR THROUGH THE LICENSED SOFTWARE AS A SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO SUBSCRIBER.

7. INDEMNITY AND LIMITATION OF LIABILITY

7.1. INTELLECTUAL PROPERTY INDEMNITY. In the event that an action is filed in a court of competent jurisdiction alleging that Licensed Software used within the scope of the License granted hereunder infringes any copyright, patent, trade secret, or similar proprietary right of any third party (“Infringement Action”), Company shall indemnify, defend, and hold Subscriber harmless from and against such Infringement Action and any and all costs, damages, penalties, and expenses, including reasonable attorney fees, finally awarded in actions attributable to such claim, provided that (a) Subscriber notifies Company in writing of the existence of such Infringement Action within 10 days after Subscriber receives notice thereof, (b) Company has sole control of the defense of such Infringement Action and all related settlement negotiations, and (c) Subscriber provides all reasonable assistance and cooperation in such defense. Notwithstanding the foregoing, Company shall have no liability on account of any Infringement Action based on (1) the combination, operation, or use of the Licensed Software As A Service with equipment, data, content or programming not supplied by Company or (2) the use of Licensed Software that has been modified or altered without prior written consent of Company. Should the Licensed Software As A Service become, or in Company’s opinion be likely to become, the subject of a claim of infringement, Company either shall (at Company’s election) procure for Subscriber and its Customers the right to continue to use the Licensed Software As A Service, or replace, or otherwise modify, the Licensed Software As A Service to make it noninfringing, provided that there is no material change in the functionality of the Licensed Software As A Service. The indemnification provided in this Section 7 shall constitute the entire liability of Company with respect to an Infringement Action.

7.2. COMPANY INDEMNIFICATION. Subscriber shall indemnify, defend, and hold Company harmless from and against any and all demands, claims, or suits by any third party and any and all costs, damages, penalties, and expenses, including reasonable attorney fees, arising out of or in connection with the use of the Licensed Software As A Service by Subscriber, its employees, agents, or invitees, except to the extent any such demand, claim, or suit arises out of or in connection with Company’s breach of its obligations hereunder.

7.3. CROSS INDEMNITY. In the event any negligent act or omission of a party or its employees, agents, or representatives causes or results in loss or damage to, or destruction of property of, the other party or third parties, or death or injury to any persons, then such party shall indemnify, defend, and hold the other party harmless from and against any and all claims, actions, damages, demands, liabilities, costs, and expenses, including reasonable attorney fees, resulting therefrom.

7.4. LIMITATION OF LIABILITY. IN NO EVENT SHALL COMPANY BE LIABLE TO SUBSCRIBER OR ANY THIRD PARTY, UNDER THIS AGREEMENT OR THROUGH THE USE OF THE LICENSED SOFTWARE AS A SERVICE, FOR ANY AMOUNTS REPRESENTING LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, MULTIPLE, OR PUNITIVE DAMAGES OF SUBSCRIBER OR SUCH THIRD PARTY. EXCEPT AS SET FORTH IN SECTIONS 7.1 AND 7.3, COMPANY’S LIABILITY IN CONTRACT, TORT, OR OTHERWISE FOR DIRECT DAMAGES TO SUBSCRIBER OR ANY THIRD PARTY ARISING FROM THIS AGREEMENT OR THE USE OF THE LICENSED SOFTWARE AS A SERVICE SHALL BE LIMITED TO €100. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO SUBSCRIBER.

7.5. SURVIVAL. The provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement.

8. TAXES. All taxes and charges of any kind imposed by or under the authority of any International, foreign, national, federal, state, or local government with respect to the products, services, or other items covered by this Agreement, or sale or use thereof, or measured by the gross receipts to Subscriber under this Agreement, shall be collected and paid by Subscriber, exclusive of franchise taxes and taxes based on Company’s income, which shall be paid by Company. The provisions of this Section 8 shall survive the expiration or earlier termination of this Agreement.

9. TERMS OF USE. A complete statement of Company’s current terms of use can be found by clicking here [Insert] (“Company’s Terms of Use”). Company’s Terms of Use is expressly incorporated into this Agreement by this reference. Acceptance of Company’s Terms of Use includes acceptance of Company’s current privacy policy (“Company’s Privacy Policy”). A complete statement of Company’s Privacy Policy can be found by clicking here [Insert]. Company’s Privacy Policy is expressly incorporated into this Agreement by this reference. Subscriber acknowledges, understands, and accepts Company’s Terms of Use and Company’s Privacy Policy.

10. TERM AND TERMINATION.

10.1. TERM.

(a) The initial term of this Agreement shall be for a period of one (1) month from the Effective Date, unless sooner terminated in accordance with this Section 10.

(b) This Agreement shall automatically renew for successive one (1) month renewal terms as long as Subscriber has paid the Renewal Fee in accordance with Section 3.1 above. However, either party may terminate this Agreement at any time. Subscriber may terminate this Agreement by visiting Subscriber’s “Dashboard” page on the Site and disabling the account and, in such event, Subscriber shall not receive any refund. Company may terminate this Agreement at any time and, in such event (except in the case of Company exercising its right to modify or discontinue the Licensed Software As A Service), no refund for the existing month will be issued. Company reserves the right to modify and discontinue the Licensed Software As A Service at any time without any notice to Subscriber. Should Company exercise its right to modify or discontinue the Licensed Software As A Service, Company shall not be liable to Subscriber.

10.2. SUSPENSION FOR MATERIAL BREACH. Company may suspend Subscriber’s account in the event that Company, in its sole discretion, determines that Subscriber has materially breached any provision of this Agreement. Subscriber’s account shall be terminated if Subscriber’s breach is not cured within 30 days after Company sends Subscriber notice of material breach.

11. EFFECT OF TERMINATION.

11.1. All Subscriber’s data related to the Licensed Software As A Service will be deleted by Company 30 days after the date of termination.

11.2 RIGHTS OF THIRD PARTIES. The parties hereby agree that the rights of third parties, including but not limited to any of Subscriber’s learners or customers existing at the date this Agreement terminates, shall immediately cease by any termination of this Agreement.

12. GENERAL PROVISIONS

12.1. AUTHORITY. Each party represents and warrants that it is a legal business entity duly organized and validly existing in good standing under the laws of the jurisdiction of its formation, and that it has full power and authority to enter into and perform this Agreement. Each party also represents and warrants that the person executing this Agreement on its behalf has been properly authorized and empowered to do so.

12.2. NOTICES. All notices under this Agreement shall be given via email to the email addresses provided by Subscriber during the registration process for Subscriber and to hello@oliveacademy.com for Company. Either party may from time to time change its email address for notification purposes by giving the other prior written notice via email of the new address and the date upon which it shall become effective.

12.3. REMEDIES. No remedy conferred on Company by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be additional to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. The election of one or more remedies by Company shall not constitute a waiver of the right to pursue other available remedies.

12.4. FORCE MAJEURE. If the performance of this Agreement or any obligation hereunder by any party is prevented, restricted, or interfered with by reason of fire or other casualty or accident, acts of God, severe weather conditions, strikes or labor disputes, war or other violence, any law, order, proclamation, regulation, ordinance, demand, or requirement of any governmental agency or any other act or condition whatsoever beyond the reasonable control of such party, the party whose performance is so affected, on giving prompt notice to the other party, shall be excused from such performance. In the event such force majeure condition continues for 90 days, then the party whose performance is not affected by such condition may, at its option and without liability to the other party, terminate this Agreement.

12.5. RELATIONSHIP. The relationship of the parties under this Agreement is one of independent contractors and no agency, partnership, joint venture, or similar relationship is created hereby. Except as specifically authorized, neither party shall have any authority to assume or create obligations on the other party’s behalf. Neither party shall take any action that has the effect of creating the appearance of its having such authority.

12.6. WAIVER. The waiver, modification, or failure to insist by Subscriber on any of the provisions of this Agreement shall not void, waive, nor modify any of the other provisions nor be construed as a waiver or relinquishment of Subscriber’s right to performance in the future of any such provision.

12.7. SEVERABILITY. If any provision of this Agreement is declared or found to be illegal, unenforceable, or void by a court of competent jurisdiction, then both parties shall be relieved of all obligations arising under such provision, but only to the extent that such provision is illegal, unenforceable, or void, it being the intent and agreement of the parties that this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it legal and enforceable while preserving its intent or, if that is not possible, by substituting therefor another provision that is legal and enforceable and achieves the same objective. If the remainder of this Agreement shall not be affected by such declaration or finding and is capable of substantial performance, then, each provision not so affected shall be enforced to the extent permitted by law.

12.8. ASSIGNMENT. Subscriber may not assign or delegate any or all of its rights, obligations, and duties under this Agreement without the prior written consent of Company, which may be withheld in Company’s sole discretion. Nothing contained in this Agreement, whether express or implied, is intended to confer on any person or entity other than the parties hereto and their successors in interest and permitted assigns, any rights or remedies under or by reason of this Agreement.

12.9. SUCCESSORS. This Agreement shall inure to the benefit of and be binding on the heirs, legal representatives, successors, and permitted assigns of the parties.

12.10. HEADINGS. Headings used herein are for reference purposes only and neither limit nor amplify the terms and conditions herein.

12.11. GOVERNING LAW. This Agreement shall be governed by and construed according to the laws of The Republic of Ireland as such laws are applied to contracts made and to be performed entirely in The Republic of Ireland, but without reference to The Republic of Irelands’s rules regarding conflicts of laws. All actions under this Agreement shall be brought in a state court of competent jurisdiction in city or county of Dublin, Ireland, and in no other jurisdiction.

12.12. SURVIVAL OF CERTAIN PROVISIONS. Termination or expiration of this Agreement for any reason shall not release either party from any liabilities or obligations set forth in this Agreement that (a) the parties have expressly agreed shall survive any such termination or expiration or (b) remain to be performed or by their nature would be intended to be applicable following any such termination or expiration. The provisions of this Section 12 shall survive the expiration or earlier termination of this Agreement.

12.13. ENTIRE AGREEMENT. This Agreement, together with its exhibits incorporated herein by reference and or hyperlink (Including but not limited to: Company’s Privacy Policy , Company’s Terms of Use, and Company’s subscription fees) constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous oral or written communications with respect hereto, all of which are merged herein. Except as specifically provided for herein, this Agreement may not be altered, amended, or modified except by an instrument in writing signed by a duly authorized representative of each party.

12.14. MEDIA RELEASES. All media releases, public announcements, and public disclosures by Subscriber or its employees or agents related to this Agreement or its subject matter, including, without limitation, promotional or marketing material, but not including any announcement intended solely for internal distribution by Subscriber or any disclosure required by legal, accounting, or regulatory requirements beyond the reasonable control of Subscriber, shall be coordinated with and approved by Company in writing prior to the publication thereof.

12.15. COMPLIANCE WITH LAWS. Subscriber agrees to comply with all applicable international, foreign, national, federal, state, and local statutes, ordinances, rules, and regulations.

12.16 UPDATES AND CHANGES. Company reserves the right, at any time, to add to, change, update, or modify this Agreement, simply by posting such change, update, or modification on the Site and without any other notice to Subscriber. Any such change, update, or modification will be effective immediately upon posting on the Site. It is Subscriber’s responsibility to review this Agreement from time to time to ensure that Subscriber continues to agree with all of its terms. Subscriber agrees that, by continuing to use or access the Site following any update or change, Subscriber shall be bound by any such update or change.