Don’t Fail Student Agreement

The parties to this agreement are:

Quadrupole (Pty) Ltd – Creators of Don’t Fail (“the company”) of 9a Trilby Street, Oaklands, Johannesburg, South Africa

and

(“the student”)

who agree to the terms and conditions recorded below:

*This agreement is valid for the entire time period between the first time that the student opens the Don’t Fail app until the last time that the student closes the Don’t Fail app.

1 CODE OF CONDUCT

1.1 The student shall not post any inappropriate/harmful media or content on the Don’t Fail app (Inappropriate/harmful media or content includes but is not limited to: media or content that is sexual, violent, vulgar, bigoted in nature, or which contains inflammatory language, hate speech, or expletives). The Company withholds the right to define inappropriate/harmful media at their discretion, within reason.

1.2 The student shall not treat tutors on the Don’t Fail app in a disrespectful manner and will assign fair prices to the questions they ask, based on the anticipated complexity and time requirements of the answer.

1.3 The student shall not expect the tutor to respond to more than one (1) comment posted in addition to the answer provided during an interaction on the Don’t Fail app.

1.4 If any points in clause 1 are deemed to have been breached by the student, in the opinion of the company, the company reserves the right to permanently terminate the account of the student with immediate effect.

2 PAYMENT

2.1 When the student first signs in to the Don’t Fail app, they will receive a maximum of two (2) free answers to two (2) questions that they post on the Don’t Fail app (this does not apply to questions asked in the comment section of completed interactions), after which, they will not be permitted to and may not receive further answers to questions posted in the ‘Questions’ section of the Don’t Fail app without making at least the minimum payment specified in the ‘Ask a Question’ process in the Don’t Fail app.

2.2 The student may not sign in to the Don’t Fail app using more than one (1) email address.

3 COPYRIGHTS

3.1 Insofar as may be necessary, the student assigns to the company the copyright in all works eligible for copyright, which works are created, compiled, devised or brought into being by the student during the course and scope of this agreement. No consideration shall be payable by the company to the student in respect of this assignment.

The company shall retain the creative rights to all original materials (including educational videos, pictures, sound recordings or text responses), data and similar items, which the student shares on the Don’t Fail app and hereunder in connection with the Services under this agreement. All services and software used by the company shall at all times be the sole property of the company and under no circumstances shall the student have any interest in or rights to the title to such materials, or software. The student acknowledges that the company may use and modify existing materials for students benefit and that student holds no rights to such materials.

4 ARBITRATION

4.1 Save in respect of those provisions of the agreement which provide for their own remedies which would be incompatible with arbitration, a dispute which arose in regard to -

4.1.1 the interpretation of; or

4.1.2 the carrying into effect of; or

4.1.3 any of the parties’ rights and obligations arising from; or

4.1.4 the termination or purported termination of or arising from the termination of;

4.1.5 the rectification or proposed rectification of

this agreement, or out of or arising from this agreement or on any matter which in terms of this agreement requires agreement by the parties, (other than where an interdict is sought or urgent relief may be obtained from a court of competent jurisdiction) shall be submitted to and decided by arbitration.

4.2 That arbitration shall be held with only the parties and their legal or other representatives present thereat.

4.3 It is the intention that the arbitration shall, where possible, be held and concluded within 21 (twenty-one) working days after it has been demanded. The parties shall use their best endeavours to procure the expeditious completion of the arbitration.

4.4 The arbitrator shall be, if the matter in dispute is principally -

4.4.1 a legal matter, an impartial practising advocate or impartial attorney of not less than 15 (fifteen) years standing;

4.4.2 an accounting matter, an impartial practising chartered accountant of not less than 15 (fifteen) years standing; any other matter, an independent person agreed upon between the parties.

4.5 If the parties fail to agree on an arbitrator within 7 (seven) days after the arbitration has been demanded, the arbitrator shall be nominated, at the request of either of the parties by the President of the Law Society of South Africa. If that person fails or refuses to make the nomination, either party may approach the High Court of South Africa to make such an appointment. To the extent necessary, the court is expressly empowered to do so.

4.6 If the parties fail to agree whether the dispute is of a legal, accounting or other nature within 7 (seven) days after the arbitration has been demanded, it shall be considered a legal matter.

4.7 The arbitrator shall have the fullest and freest discretion with regard to the proceedings save that he shall be obliged to give his award in writing fully supported by reasons. The arbitrator’s award shall be final and binding on the parties.

4.8 Either party shall be entitled to have the award made an order of a court of competent jurisdiction.

4.9 The provisions of this clause are severable from the rest of this agreement and shall remain in effect if this agreement is terminated for any reason. The parties shall keep the evidence in the arbitration proceedings and any order made by any arbitrator confidential unless otherwise contemplated herein.

4.10 The arbitrator shall have the power to give default judgement if any party fails to make submissions on the due date and/or fails to appear at the arbitration.

5 BREACH

5.1 If either party breaches a provision of this agreement, the innocent party shall be entitled immediately to suspend the operation of the agreement by giving written notice to the breaching party stating the nature of the breach.

5.2 The parties shall meet within seven days of the date of the notice contemplated in clause 5.1 to determine the circumstances of the breach and to give the breaching party an opportunity to state his/her case.

5.3 After consideration of the circumstances of the breach and any representations made by the breaching party, the innocent party may:

5.3.1 require the offending party to remedy the breach within a reasonable period to be determined by the innocent party; or

5.3.2 terminate this agreement with or without notice.

5.4 If either party commits any material breach of this agreement, the innocent party shall be entitled to cancel this agreement without further notice.

5.5 Any remedy provided for in this clause shall not exclude any party from relying on any other remedy which may be available in law in the event of a breach of this agreement.

6 INDEMNITIES BY STUDENT

6.1 The student indemnifies and holds the Company harmless against all and any claims by the South African Revenue Services, or any other receiver of revenue, howsoever arising, and in relation to the fee for the Services, or for income and any other taxes in respect of the student.

6.2 The student indemnifies the company against any loss or damage caused by the student’s negligent or willful acts or weaknesses in the performance of this agreement. The provision shall survive the exploration or termination of this agreement.

6.3 While the company strives to ensure no harmful media/content is presented to the student on the Don’t Fail app, the student indemnifies the company against any loss or damage (physical, social, psychological, or other) caused by media/content presented to the student on the Don’t Fail app.

7 PLACE OF BUSINESS

7.1 The parties choose as their place of business for all purposes under this agreement the following addresses:

The company - 9a Trilby Street Oaklands, Johannesburg, 2192

7.2 Any notice or communication required or permitted to be given by either party to the other in terms of this agreement shall be valid and effective only if in writing.

7.3 A written notice or communication actually received by either party from the other shall be valid and effective notwithstanding that it was not sent to or delivered at the chosen place of business. Any communication or notice required to be given or made under this agreement between the parties shall be deemed to have been received by the intended addressee:

7.3.1 on the day of delivery if delivered by hand, facsimile, telex or telegram; and

7.3.2 on the tenth day after posting, if mailed by prepaid registered post

7.3.3 on the day of delivery if delivered via any electronic media (including but not limited to: email, mobile text, Whatsapp message, Discord message, or phone call)

8 GENERAL

8.1 This agreement constitutes the whole agreement between the parties, and no party shall be bound by any express or implied term, representation, warranty, promise or the like not recorded in this document.

8.2 No amendment or any consensual cancellation of this agreement or any part hereof shall be binding on the parties unless recorded in writing and signed by both parties.

8.3 No relaxation or indulgence which the company may show to the student shall in any way prejudice or be deemed to be a waiver of its rights under this agreement.

8.4 The parties record that the provisions of this agreement correctly reflect their intentions.

9 SEVERABILITY

If any provision of this agreement is found by a court of law to be invalid or void, such provision shall be severed from the remaining provisions, which shall continue to be of force and effect.

Don’t Fail Tutor Agreement

The parties to this agreement are:

Quadrupole (Pty) Ltd – Creators of Don’t Fail (“the company”) of 9a Trilby Street, Oaklands, Johannesburg, South Africa

and

(“the contractor”)

who agree to the terms and conditions recorded below:

1 RELATIONSHIP

1.1 this agreement is not subject to any employment laws or regulations;

1.2 the contractor can’t bind the company to any contracts or assume any obligation or responsibility for or on behalf of the company or act as an agent on the company’s behalf unless this has been expressly agreed to in respect of the services; and

1.3 this agreement does not contemplate the employment of the contractor by the company now or at any time in the future.

2 DUTIES

The contractor shall:

2.1 perform to the best of his/her abilities all duties and functions listed in Annexure A and any other duties reasonably assigned to him/her by or on behalf of the company in connection with the work as requested and agreed.

2.2 use the assets of the company entrusted to him/her with the utmost care;

2.3 use his/her utmost endeavors to protect and promote the business and interests of the company and to preserve its reputation and goodwill;

2.4 be true and faithful to the company in all dealings and transactions whatsoever relating to its business and interests;

2.5 work subject to the technical direction of the Directors of Quadrupole (Pty) Ltd. There shall be no other direction or control over the contractor’s work.

3 PAYMENT

3.1 The contractor shall be paid a commission equal to 70% of the amount offered by the student for an answer to the posted question. The commission is only added to the contractor’s account once they have sent an answer to the student (on the Don’t Fail app), after being accepted to answer the question by the student.

3.2 At the end of each calendar month, a lump sum payment of all commission earned by the contractor during that month (the contractor’s account) shall be made to the bank account details provided in the ‘profile’ section of the app. The contractor is expected to provide accurate bank account details and make any updates when required themselves.

3.3 The company shall make the necessary tax deductions, if any, required by law. However, the contractor shall be responsible for payment of their own taxes and management of their tax affairs.

3.4 All payments in terms hereof are subject to the timely and complete performance by the contractor, to the satisfaction of the company and its clients (users). In exceptional circumstances, if the contractor fails to provide the same, the company may withhold a percentage of the cumulative amount, as outlined in clause 3.2 above, until final acceptance of the services.

3.5 Following the completion of an interaction on the Don’t Fail app (once the contractor has sent an answer to the user on the Don’t Fail app), the contractor shall not attempt to solicit or succeed in soliciting payment from that same user for the service provided on the Don’t Fail app, through a medium other than the official Don’t Fail app payment mechanism, that operates within the Don’t Fail app user flow.

4 THE CONTRACTOR’S REPRESENTATIONS

The contractor represents that:

4.1 he/she is aware of no conflicts of interest that would interfere with his/her ability to perform the work required under this agreement, and the contractor will not, without the prior written consent of the company, undertake any other obligations that conflict with the contractor’s obligations under this agreement;

4.2 All information which the contractor has provided to the company with respect to their qualifications, experience, affiliations, or financial records is true and correct;

4.3 he/she is qualified to perform the work required under this agreement;

4.4 he/she has disclosed to the company in writing any known health or medical conditions that may delay or interfere with his/her performance in terms of this agreement;

4.5 he/she will not assign any portion of this agreement, and the contractor will not subcontract or delegate any of the professional services required under this agreement without the prior written consent of the company; and

4.6 he/she will comply with all applicable laws, ordinances, and regulations which govern his/her performance in terms of this agreement, including without limitation, all applicable taxes, without reimbursement from the company beyond the payments defined in clause 3 above.

5 CONFIDENTIALITY

5.1 Confidential Information shall mean: “any confidential information including but not limited to academic work/advice, artistic works, designs, drawings, sketches, software, plans, technical know-how and data, methods, client or customer lists, communications with clients, marketing, trading and merchandising methods, financial information, any program, intellectual property, code, patents, trademarks, copyrights, business strategies, trade secrets, the methods of implementing business strategies, the contractual arrangements with customers and suppliers, and financial details of relationships with customers and suppliers”.

5.2 The contractor shall not during his/her engagement or thereafter, communicate or divulge to any unauthorized person any Confidential Information relating to the business and financial affairs of the company or its clients.

5.3 All Confidential Information on the Don’t Fail app and generally related to this agreement or which come into the contractor’s possession during the course and scope of this agreement and all copies thereof shall be the property of the company and, upon the date of termination of this agreement or earlier, if required by the company, such documents and all copies shall be returned to the company.

5.4 The contractor shall not decompile, reverse engineer, or recreate the Don’t Fail app, whether directly or indirectly.

6 COPYRIGHTS

6.1 Insofar as may be necessary, the contractor assigns to the company the copyright in all works eligible for copyright (including all content outlined in clause 5.1 above), which works are created, compiled, devised, or brought into being by the contractor during the course and scope of this agreement. No consideration shall be payable by the company to the contractor in respect of this assignment.

The company shall retain the creative rights to all original materials (including educational videos, pictures, sound recordings, or text responses), data, and similar items, which the contractor shares on the Don’t Fail app and hereunder in connection with the Services under this agreement. All services and software used by the company shall at all times be the sole property of the company and under no circumstances shall the contractor have any interest in or rights to the title to such materials, or software. The contractor acknowledges that the company may use and modify existing materials for the contractor’s benefit and that contractor holds no rights to such materials.

7 ARBITRATION

7.1 Save in respect of those provisions of the agreement which provide for their own remedies which would be incompatible with arbitration, a dispute which arose in regard to -

7.1.1 the interpretation of; or

7.1.2 the carrying into effect of; or

7.1.3 any of the parties’ rights and obligations arising from; or

7.1.4 the termination or purported termination of or arising from the termination of;

7.1.5 the rectification or proposed rectification of

this agreement, or out of or arising from this agreement or on any matter which in terms of this agreement requires agreement by the parties, (other than where an interdict is sought or urgent relief may be obtained from a court of competent jurisdiction) shall be submitted to and decided by arbitration.

7.2 That arbitration shall be held with only the parties and their legal or other representatives present thereat.

7.3 It is the intention that the arbitration shall, where possible, be held and concluded within 21 (twenty-one) working days after it has been demanded. The parties shall use their best endeavors to procure the expeditious completion of the arbitration.

7.4 The arbitrator shall be, if the matter in dispute is principally -

7.4.1 a legal matter, an impartial practicing advocate or impartial attorney of not less than 15 (fifteen) years standing;

7.4.2 an accounting matter, an impartial practicing chartered accountant of not less than 15 (fifteen) years standing; any other matter, an independent person agreed upon between the parties.

7.5 If the parties fail to agree on an arbitrator within 7 (seven) days after the arbitration has been demanded, the arbitrator shall be nominated, at the request of either of the parties by the President of the Law Society of South Africa. If that person fails or refuses to make the nomination, either party may approach the High Court of South Africa to make such an appointment. To the extent necessary, the court is expressly empowered to do so.

7.6 If the parties fail to agree whether the dispute is of a legal, accounting, or other nature within 7 (seven) days after the arbitration has been demanded, it shall be considered a legal matter.

7.7 The arbitrator shall have the fullest and freest discretion with regard to the proceedings save that he shall be obliged to give his award in writing fully supported by reasons. The arbitrator’s award shall be final and binding on the parties.

7.8 Either party shall be entitled to have the award made an order of a court of competent jurisdiction.

7.9 The provisions of this clause are severable from the rest of this agreement and shall remain in effect if this agreement is terminated for any reason. The parties shall keep the evidence in the arbitration proceedings and any order made by any arbitrator confidential unless otherwise contemplated herein.

7.10 The arbitrator shall have the power to give default judgment if any party fails to make submissions on the due date and/or fails to appear at the arbitration.

8 BREACH

8.1 If either party breaches a provision of this agreement, the innocent party shall be entitled immediately to suspend the operation of the agreement by giving written notice to the breaching party stating the nature of the breach.

8.2 The parties shall meet within seven days of the date of the notice contemplated in clause 8.1 to determine the circumstances of the breach and to give the breaching party an opportunity to state his/her case.

8.3 After consideration of the circumstances of the breach and any representations made by the breaching party, the innocent party may:

8.3.1 require the offending party to remedy the breach within a reasonable period to be determined by the innocent party; or

8.3.2 terminate this agreement with or without notice.

8.4 If either party commits any material breach of this agreement, the innocent party shall be entitled to cancel this agreement without further notice.

8.5 Any remedy provided for in this clause shall not exclude any party from relying on any other remedy which may be available in law in the event of a breach of this agreement.

9 INDEMNITIES BY CONTRACTOR

9.1 The contractor indemnifies and holds the Company harmless against all and any claims by the South African Revenue Services, or any other receiver of revenue, howsoever arising, and in relation to the fee for the Services, or for income and any other taxes in respect of the contractor.

9.2 The contractor indemnifies the company against any loss or damage caused by the contractor’s negligent or willful acts or weaknesses in the performance of this agreement. The provision shall survive the exploration or termination of this agreement.

10 PLACE OF BUSINESS

10.1 The parties choose as their place of business for all purposes under this agreement the following addresses:

The company - 9a Trilby Street, Oaklands, Johannesburg, 2192

10.2 Any notice or communication required or permitted to be given by either party to the other in terms of this agreement shall be valid and effective only if in writing.

10.3 A written notice or communication actually received by either party from the other shall be valid and effective notwithstanding that it was not sent to or delivered at the chosen place of business. Any communication or notice required to be given or made under this agreement between the parties shall be deemed to have been received by the intended addressee:

10.3.1 on the day of delivery if delivered by hand, facsimile, telex, or telegram; and

10.3.2 on the tenth day after posting, if mailed by prepaid registered post

10.3.3 on the day of delivery if delivered via any electronic media (including but not limited to: email, mobile text, Whatsapp message, Discord message, or phone call).

11 GENERAL

11.1 This agreement constitutes the whole agreement between the parties, and no party shall be bound by any express or implied term, representation, warranty, promise, or the like not recorded in this document.

11.2 No amendment or any consensual cancellation of this agreement or any part hereof shall be binding on the parties unless recorded in writing and signed by both parties.

11.3 No relaxation or indulgence which the company may show to the contractor shall in any way prejudice or be deemed to be a waiver of its rights under this agreement.

11.4 The parties record that the provisions of this agreement correctly reflect their intentions.

12 SEVERABILITY

If any provision of this agreement is found by a court of law to be invalid or void, such provision shall be severed from the remaining provisions, which shall continue to be of force and effect.

ANNEXURE A – SCOPE OF WORK –

The contractor will undertake the following work in terms of this agreement:

(*The questions presented on the contractor’s version of the Don’t Fail app will only relate to subjects that he/she has indicated in his/her list of subjects - in the ‘Profile’ section of the Don’t Fail app - that he/she is able to tutor).

- If the contractor is selected by a user to answer a question, he/she will provide an answer to the user’s question within 2 hours of being accepted by the user.

- The answers provided by the contractor to user questions that have been posted in the ‘Questions’ section of the Don’t Fail app will be created to the utmost of the contractor’s ability. The quality of such answers will be at the highest level possible, and the contractor will ensure that answers are provided in the most appropriate medium for the content being delivered to the user (video, picture, audio, or text).

- The company reserves the right to review the performance of any tutor whose tutor star-rating drops below 3 stars for an extended period of time after their first 5 completed interactions on the Don’t Fail app. The company reserves the right to terminate the account of the tutor in any such circumstance.

- The contractor shall not post any inappropriate/harmful media or content on the Don’t Fail app (Inappropriate/harmful media or content includes but is not limited to: media or content that is sexual, violent, vulgar, bigoted in nature, or which contains inflammatory language, hate speech, or expletives). The Company withholds the right to define inappropriate/harmful media to their discretion, within reason.

- The contractor shall not ask/instruct the user - whose question they have been accepted to answer - to contact them via any medium other than the official Don’t Fail app student-to-tutor interaction mechanism.

In the execution of tasks, the contractor will ensure timeous completion of all activities, efficient use of time, and appropriate allocation of time to ensure the ability to deliver on all the above aspects of work. Tasks are to be performed to adequate quality standards (defined at the Company’s discretion).

The contractor will ensure timeous and efficient communication with Quadrupole (Pty) Ltd, other team members, the client, and any other stakeholders to ensure early and effective management of any difficulties in relation to delivery by the contractor or the work required.

The contractor will show due regard to client and other stakeholder sensitivity and rights of confidentiality in relation to all aspects of this project.