This Campus Labs, Inc. License Agreement (this “Agreement”) is entered into by and between:

Kentucky State University located at 400 E. Main Street Frankfort, KY 40601 ("the Institution") and Campus Labs, Inc. ("Campus Labs") located at 210 Ellicott Street, Suite 200 Buffalo, NY 14203

Effective Date:

7/01/2016

“Agreement” means this License Agreement, including the fee and license schedules (“Schedules”), any exhibit (“Exhibits”), or purchase order (“Purchase Order”) to the Agreement that are attached hereto as of the Effective Date (and any subsequent amendments that are mutually agreed to in writing by the parties). In the event of any conflict between the documents as mentioned herein, the order of precedence to resolve such conflict shall be the same as the document order set forth above.

“Institution Data” means any electronic data, information or material provided or submitted to Campus Labs through the Program(s) by Institution, or by Users (as the terms are defined below).

“Government Rules” means all applicable laws, regulations and rules promulgated by a state or the federal government, or any agency or department thereof.

“License Term” means the term during which Campus Labs will provide the Program(s) to Institution, as specified in this Agreement.

“License Schedule(s)” means the order documents representing the initial purchase of the Program(s) that are made a part of the Schedule(s) to this Agreement, specifying, among other things, licenses ordered during the License Term and the fees therefore.

“Program(s)” means the assessment, accreditation, planning, analytics, retention, and/or any other modules/programs and their specific components and assistance that are specified and selected on the License Schedule attached herein, which may include additional Licenses.

“Users” means Institution’s employees, representatives, consultants, contractors, volunteers, student, or agents who are authorized to use the Program(s) through user identification and passwords supplied by Institution (or by Campus Labs at Institution’s request).

2.1 Access to Program(s). During the License Term, Institution shall have access to the Program(s) set forth in the License Schedules, subject to this Agreement and the terms and conditions contained therein.

2.2 License Grants. Campus Labs grants Institution and its Users a non-exclusive, non-transferable, non-sublicenseable right to access and use the Program(s) for the purpose for which it is made available to Institution and otherwise in accordance with the terms of this Agreement.

2.3 Use of the Program(s). Campus Labs shall make the Program(s) available to Institution on the terms set forth in this Agreement and the License Schedules attached hereto. This Agreement grants Institution certain rights to access to the www.campuslabs.com Page 1 of 7