Welcome, and thank you for your interest in Ascension Education Incorporated (also referred to as "Blended Teaching", "we", "us", "our" or the "Company"), which operates the website located at https://blended-teaching.com ("Website"), and any products and services that we may provide now or in the future (collectively, the "Services"). These Instructor Terms of Service and Use are a legal contract between you ("you" and "your"), as an instructor user of the Services, and us regarding your use of the Services.

PLEASE READ THE FOLLOWING TERMS OF SERVICE AND USE CAREFULLY. BY CREATING OR REGISTERING FOR A BLENDED TEACHING INSTRUCTOR ACCOUNT, OR ACCESSING, BROWSING, OR USING THE WEBSITE OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING ANY EXHIBITS AND BLENDED TEACHING'S PRIVACY POLICY (COLLECTIVELY, THE "TERMS").

PLEASE NOTE THAT THESE TERMS INCLUDE A BINDING ARBITRATION PROVISION, INCLUDING A CLASS ACTION WAIVER. BY AGREEING TO BINDING ARBITRATION, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, YOU WAIVE YOUR RIGHT TO LITIGATE DISPUTES THROUGH A COURT AND TO HAVE A JUDGE OR JURY DECIDE YOUR CASE.

‍1. Definitions.

1.1. "Access Credentials" means any User's name, email address, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify an individual's identity and authorization to access and use the Website and/or Services.

1.2. "Affiliate" of Blended Teaching means any other entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term "control" means the direct or indirect power to direct or cause the direction of the management and policies of an entity, whether through the ownership of more than twenty-five percent (25%) of the voting securities of an entity, or by contract.

1.3. "Free Features" means the features, tools, and functionality of the Services that Blended Teaching makes available to Instructor Users at no charge, as designated by Blended Teaching from time to time. The specific features comprising Free Features may be updated by Blended Teaching in accordance with Section 2.1.2.

1.4. "Premium Features" means the features, tools, and functionality of the Services that Blended Teaching makes available to Instructor Users on a paid or conditional basis, as designated by Blended Teaching from time to time. The specific features comprising Premium Features may be updated by Blended Teaching in accordance with Section 2.1.2.

1.5. "Active Student Adoption" means the condition where a minimum of five (5) students enrolled in your course have active, paid access licenses to the Course Materials you have designated for that course through the Blended Teaching platform.

1.6. "Aggregated Statistics" means data and information related to your use of the Website and Services that is used by us in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Website and Services, and including for the purpose of training and improving artificial intelligence and machine learning models used to power the Services.

1.7. "AI Providers" means third-party artificial intelligence service providers, which may include OpenAI, Anthropic, and others, whose services are used to power features within the platform. A current list of AI Providers is maintained in our Privacy Policy.

1.8. "AI Training Use" has the meaning set forth in Section 6.2.1.

1.9. "Blended Teaching" means Ascension Education Inc., a Delaware corporation, EIN: 612009659, with a principal place of business at:

Blended Teaching,

3423 Piedmont Rd NE,

Atlanta,

GA 30305.

1.10. "Blended Teaching Materials" means: (a) the name, logo, and domain name of Blended Teaching, the product names associated with the Website and Services, and other trademarks; (b) the specifications, Documentation, simulations, certain audio and visual information, documents, software, and other works of authorship; and (c) any and all other information, data, documents, materials, works, other content, software, devices, hardware, products, processes, methods, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions, and other tangible or intangible technical material or information that are provided or used by Blended Teaching in connection with the Services. For the avoidance of doubt, Blended Teaching Materials include Aggregated Statistics but do not include Instructor Content or User Data.

1.11. "Documentation" means Blended Teaching's user manuals, handbooks, and guides relating to your use of the Services provided by us to you either electronically or in hard copy form.

1.12. "Harmful Code" means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to: (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede any computer, software, firmware, hardware, system, or network; or (b) prevent you from accessing or using the Website and/or Services as intended by these Terms.

1.13. "Instructor" or "you" means an individual who registers for or accesses the Services in a teaching, faculty, or academic professional capacity. These Terms apply exclusively to Instructor Users.

1.14. "Instructor Content" means any content, materials, documents, videos, quiz questions, course structures, syllabi, or other materials that you upload, submit, create, or otherwise make available through the Services, including any content derived from or incorporating third-party materials. Instructor Content does not include Blended Teaching Materials.

1.15. "Privacy Policy" means the Blended Teaching Privacy Policy, updated from time-to-time to be in compliance with applicable law, available at https://blended-teaching.com/privacy-policy.

1.16. "Student Data" means personally identifiable information and education records relating to your enrolled students that are accessible to you through the Services, including quiz performance, engagement data, and progress information. Student Data is subject to FERPA and other applicable privacy laws, as further described in Section 6.

1.17. "User Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from you by or through the Website and Services.

1.18. "User Systems" means your information technology infrastructure, including computers, software, hardware, databases, electronic systems (including learning management systems), networks, and Integrated Services, whether operated directly by you or through the use of third-party services.

‍2. Access and Use.

2.1. Provision of Access.

Subject to your compliance with these Terms, we hereby grant you a limited, non-exclusive, non-transferable right to access and use the Services during the Access Period, solely for your legitimate educational and course management purposes in accordance with these Terms. Instructor access is structured as follows:

(a) Free Features. All Instructor Users have access to Free Features at no charge for the duration of their Access Period.

(b) Premium Features — Conditional Access. You will have access to Premium Features at no charge for as long as Active Student Adoption exists for at least one of your active courses, meaning a minimum of five (5) students in that course hold active, paid access licenses. This means that while your students are purchasing paid access licenses for your course, you will have full access to Premium Features without charge. If Active Student Adoption falls to zero across all of your courses, your access to Premium Features will be suspended until Active Student Adoption is restored or until you purchase a Premium Features subscription, if and when such a subscription option is made available by Blended Teaching.

(c) Scope. Your Instructor access, whether Free or Premium, is granted for your professional educational use only and may not be used for any commercial, competitive, or personal purposes outside of your teaching role. Blended Teaching reserves the right to verify your instructor status at any time and to revoke access if you no longer hold a qualifying academic role.

2.1.1. Changes to Feature Tiers.

Blended Teaching may, at its sole discretion, change which features are designated as Free Features and which are designated as Premium Features over time. We will use commercially reasonable efforts to:

(a) provide you with at least 30 days' prior written notice via email before moving any feature from Free Features to Premium Features;

(b) ensure that any feature reclassification does not take effect mid-semester where doing so would materially disrupt a course you have already configured and launched with enrolled students; and

(c) maintain a current and accurate list of Free Features and Premium Features, which is incorporated into these Terms by reference. Your continued use of the Services following any such change constitutes your acceptance of the updated feature tier structure. If you do not accept a material change to feature tiers, you may terminate your account in accordance with Section 5.3 without penalty.

2.1.2. Loss of Premium Feature Access.

If Active Student Adoption falls to zero across all of your courses, we will notify you by email and your access to Premium Features will be suspended within 5 business days of that notification. You will retain access to all Free Features and to any content or configurations you created using Premium Features, in a read-only or reduced-functionality state where technically practicable. Blended Teaching shall have no liability for any loss of functionality resulting from the suspension of Premium Feature access under this Section.

‍2.2. Course Configuration and Student Access.

As an Instructor, you are responsible for configuring the Course Materials made available to your enrolled students. Students purchase access licenses on a per-course basis and are entitled only to the Course Materials you designate for their specific course. You acknowledge that:

• You have sole responsibility for selecting appropriate Course Materials for your course.
• Students have no right to access content beyond what you designate for their course.
• Any changes you make to Course Materials during an active Access Period may affect your students' experience and access.
• You should provide students with reasonable notice before making material changes to Course Materials during an active semester or term.

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2.3. Integrated Service and LMS.

We may permit you to integrate the Services with third-party learning management systems ("LMS"), including Canvas and Blackboard (each an "Integrated Service"). By connecting an Integrated Service, you agree that we may access relevant account information and may store and use certain information already associated with the Integrated Service consistent with our Privacy Policy. You may revoke Blended Teaching's access to any Integrated Service at any time through your account settings. You acknowledge that any disruption to LMS access may affect your students' ability to access their Course Materials.

2.4. AI-Powered Features.

The Services include features powered by artificial intelligence, including AI Providers such as OpenAI and Anthropic. Your use of such features is subject to Section 6.2.1 below and to the terms of our Privacy Policy. We have entered into data processing agreements with our AI Providers that prohibit them from using your data to train their general AI models. Your interaction data and Instructor Content are transmitted to AI Providers solely to deliver the Services to you.

‍2.5. Use Restrictions.

You shall not use the Website and Services for any purposes beyond the scope of the access granted in these Terms. Unless otherwise permitted in these Terms or required by applicable law, you shall not at any time, directly or indirectly:

• Edit, alter, abridge, or otherwise change in any manner the Blended Teaching Materials, or copy, modify, or create derivative works of the Website and Services in whole or in part;
• Rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Website and Services or Blended Teaching Materials for any commercial purpose;
• Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Website and Services;
• Remove, delete, alter, or obscure any copyright, trademark, or other proprietary notices from the Website and Services;
• Bypass or breach any security device or protection used by the Website and Services, or access or use the Website and Services other than through the use of your own then-valid Access Credentials;
• Input, upload, transmit, or otherwise provide to or through the Website and Services any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;
• Use your Instructor access to benefit a competing platform or service, or to conduct competitive analysis of the Website and Services;
• Share your Access Credentials with any third party, including other instructors or students;
• Use the Website and Services in any manner that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party, or violates any applicable law; or
• Make available any part of the Blended Teaching Materials in any medium on any third-party service or public forum, including any partial or full videos, quiz questions and answers, manuals, files, or other proprietary content.

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2.6. Reservation of Rights.

We reserve all rights not expressly granted to you in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to you or any third party, any intellectual property rights or other right, title, or interest in or to the Services or Blended Teaching Materials.

‍2.7. Suspension.

Notwithstanding anything to the contrary in these Terms, we may temporarily or fully suspend your access to any portion or all of the Website and Services if: (a) there is a threat or attack on the Website and/or Services; (b) your use of the Website and/or Services disrupts or poses a security risk; (c) you are using the Website and/or Services for fraudulent or illegal activities; (d) our provision of the Website and/or Services to you is prohibited by applicable law; (e) a vendor of ours has suspended our access to third-party services required to enable your access; or (f) we reasonably determine that you no longer hold a qualifying academic instructor role. We shall use commercially reasonable efforts to provide written notice of any suspension and to resume access as soon as reasonably possible after the event giving rise to the suspension is cured. Where a suspension materially affects your enrolled students' access to Course Materials, we will use commercially reasonable efforts to notify you promptly.

‍2.8. Aggregated Statistics.

Notwithstanding anything to the contrary in these Terms, we shall have the right to collect and analyze data and other information in an aggregated and anonymized manner, including to compile statistical and performance information relating to the provision, use, and performance of the Website and Services. We will be free to: (a) use the Aggregated Statistics to improve and enhance the Website and Services, including for the training and improvement of artificial intelligence and machine learning models used to power the Services; (b) make Aggregated Statistics publicly available in compliance with applicable law; and (c) use Aggregated Statistics in the manner permitted under applicable law and in accordance with our Privacy Policy. All right, title, and interest in Aggregated Statistics belong to and are retained solely by us.

5. Access Period and Termination.

5.1. Access Period.

The "Access Period" is the period during which you are licensed to access and use the Services in accordance with these Terms. Instructor access is provided on an ongoing basis, subject to the terms of these Terms and Blended Teaching's right to modify, suspend, or terminate access as described herein. Blended Teaching reserves the right to set or modify the Access Period for instructor accounts and will provide reasonable notice of any changes that materially affect your access.

The distinction between Free Feature access and Premium Feature access, and the conditions for each, are governed by Section 2.1 above. The expiration or suspension of Premium Feature access does not constitute a termination of your Access Period or these Terms; your right to access Free Features continues unless your account is otherwise suspended or terminated in accordance with Section 5.3.

5.2. Effect on Student Access.

You acknowledge that your students' access to Course Materials is linked to the active configuration of your course within the platform. If your Instructor access is suspended or terminated, you should notify your enrolled students promptly, as it may affect their ability to access their Course Materials during any remaining Access Period they have purchased.

5.3. Termination for Cause.

Either party may terminate these Terms, effective upon written notice to the other party, if the other party materially breaches these Terms and such breach: (a) is incapable of cure; or (b) being capable of cure, remains uncured for thirty (30) days after the non-breaching party provides written notice of such breach. Blended Teaching may also terminate your access immediately and without prior notice if: (i) you violate Section 2.5 (Use Restrictions); (ii) you mishandle Student Data in violation of Section 4; (iii) you upload content that infringes third-party intellectual property rights; or (iv) we determine that continued access poses a legal, security, or reputational risk to Blended Teaching or its users.

5.4. Effect of Termination.

Upon expiration or earlier termination of these Terms: (a) your access to the Services will be revoked immediately or as soon as reasonably practicable; (b) we will retain or delete your Instructor Content in accordance with our data retention policies and applicable law; (c) de-identified content already incorporated into Aggregated Statistics or AI model training runs prior to termination may be retained in anonymized form; and (d) your obligations under Sections 3.4, 4, 8, 10, and 11 will survive termination.

‍7. Security.

7.1. Blended Teaching’s Obligations.

We will employ commercially reasonable security measures, including password protection and encryption, intended to prevent access to the Website, Services, User Data, and information by unauthorized persons. Upon discovery of any security breach or event giving rise to actual or potential unauthorized access to User Data or Student Data, we shall notify you without undue delay, in accordance with applicable law, and shall take appropriate action to halt such unauthorized access.

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7.2. Instructor Security Responsibilities.

You have, and will retain, sole responsibility for: (a) maintaining the security and confidentiality of your Access Credentials; (b) all actions taken under your account; (c) the security of any Student Data or Instructor Content you download, export, or store outside the platform; and (d) ensuring that any devices or systems you use to access the Services are adequately secured. You shall promptly notify us at support@blended-teaching.com if you become aware of any unauthorized use of your account or Access Credentials.

8. Intellectual Property Ownership; Feedback.

8.1. Blended Teaching Intellectual Property Rights.

You acknowledge that in providing the Website and Services, we utilize the Blended Teaching Materials which are covered by intellectual property rights owned or licensed by us. All right, title, and interest in and to the Blended Teaching Materials, including all intellectual property rights therein, are and will remain with us. You obtain no right, license, or authorization with respect to the Website or any of the Services except as expressly set forth in Section 2.1. You hereby unconditionally and irrevocably grant to us an assignment of all right, title, and interest in and to the Aggregated Statistics, including all intellectual property rights relating thereto.

8.2. Instructor Content Ownership.

As stated in Section 3.1, you retain ownership of your Instructor Content, subject to the licenses granted to Blended Teaching in Sections 3.2 and 3.3. You also retain ownership of your User Data, subject to the license in Section 8.3 below.

8.3. User Data License.

You hereby grant to us, during the Access Period, a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display your User Data as may be necessary for us to provide the Website and Services to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display User Data incorporated within the Aggregated Statistics. In addition, and subject to your consent under Section 6.2.1, you grant to us a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use de-identified and aggregated User Data for AI Training Use, consistent with our Privacy Policy.

8.4. Feedback.

If you send or transmit any communications or materials to us suggesting or recommending changes to Blended Teaching's Materials, including new features or functionality, or any comments, questions, or suggestions ("Feedback"), we are free to use such Feedback irrespective of any other obligation. You hereby assign to us all right, title, and interest in and to any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever. We are not required to use any Feedback.

9. Representations and Warranties; Warranty Disclaimer.

9.1. Instructor Representations and Warranties.

You warrant, represent and agree that:

• You are a current instructor, professor, faculty member, or other educational professional at an accredited educational institution, and you will notify us promptly if your status changes;
• You will not provide any User Data or Instructor Content or otherwise use the Website and Services in a manner that: (i) infringes, violates or misappropriates another's intellectual property rights, rights of publicity or privacy, or other rights; (ii) violates any international, federal, state or local law, statute, ordinance or regulation; or (iii) is harmful, fraudulent, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable;
• All Instructor Content you upload complies with Section 3.4, and you possess all rights necessary to grant the licenses described in Sections 3.2 and 3.3;
• You will comply with all applicable laws, including FERPA and other applicable privacy laws, in connection with your access to and use of Student Data;
• You will comply with your institution's policies regarding academic technology, data privacy, and copyright; and
• You have not been previously suspended or removed from the Website and/or Services by us, and your registration and use of the Website and/or Services is in compliance with any and all applicable laws.
• You will not designate paid Course Materials for your students with the primary purpose of obtaining free access to Premium Features without genuine educational intent, and you acknowledge that Blended Teaching may suspend Premium Feature access if it reasonably determines that student enrollment is not reflective of genuine course adoption.

‍9.2. Warranty Disclaimer.

ACCESS TO THE WEBSITE AND SERVICES IS PROVIDED "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS", AND WE HEREBY DISCLAIM ALL GUARANTEES, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES WITH RESPECT TO THE WEBSITE AND SERVICES. WE MAKE NO WARRANTY OF ANY KIND THAT THE WEBSITE AND SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

‍10. Your Indemnification Obligations.

You agree, to the extent permissible under applicable law, to indemnify, defend, and hold harmless us and our Affiliates, successors, contractors, officers, directors, employees, agents, and our third-party suppliers, licensors, and partners, from and against all losses, damages, liabilities, demands, judgments, settlements, costs, and expenses of any kind (including legal fees and expenses), from any claim or demand made by any third-party relating to or arising out of:

• Your access to, use, or misuse of the Website and Services;
• Your breach or alleged breach of these Terms;
• Any breach of the representations, warranties, and covenants made herein;
• Your failure to comply with applicable law, including FERPA and applicable copyright law;
• Any claim that your Instructor Content infringes or violates any third party's intellectual property rights, privacy rights, or other rights;
• Your mishandling of Student Data or Exported Student Data; or
• The infringement by you or any third-party using your account of any intellectual property, privacy, or other right of any person or entity.

‍12. Miscellaneous.

12.1. Notices.

All notices, requests, consents, claims, demands, waivers, and other communications hereunder will be provided to you via email to your registered email address, notice in your user account dashboard, or posting on our Website.

‍12.2. Force Majeure.

In no event shall we be liable to you, or be deemed to have breached these Terms, for any failure or delay in performing our obligations hereunder, if and to the extent such failure or delay is caused by any circumstances beyond our reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, epidemic or pandemic, or passage of law or any action taken by a governmental or public authority.

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12.3. Modification.

These Terms may be updated from time to time by us at our sole discretion and made available at https://blended-teaching.com/instructor-terms. For material changes, including any changes to how we use Instructor Content or your data for AI Training Use, we will provide you with at least 30 days' prior notice via email and will require your affirmative re-consent where required by applicable law.

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12.4. Waiver.

No waiver by us of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by one of our authorized representatives. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver thereof.

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12.5. Severability.

If any provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms. These Terms shall be modified so as to implement as originally contemplated to the greatest extent possible.

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12.6. Governing Law, Jurisdiction, Mediation, and Arbitration; Class Waiver. 

12.6.1. The rights and obligations of the parties under these Terms shall be governed by the laws of the State of Georgia, USA. Claims shall be resolved solely in the appropriate courts of Georgia, USA, and the parties hereby expressly consent to such jurisdiction, forum, and venue.

12.6.2. To the extent permitted by applicable law, the parties agree to resolve all Claims solely by confidential and binding arbitration in the applicable jurisdiction before a single nationally recognized arbitrator or arbitration service chosen by us, either with: (a) the American Arbitration Association or JAMS; or (b) the International Chamber of Commerce International Court of Arbitration, and for you on an individual basis only. You may not bring a claim in arbitration or in court as a class action or in a representative capacity.

12.6.3. Notwithstanding the foregoing, a breach or threatened breach by you of Section 2.5 (Use Restrictions), Section 3.4 (Third-Party Content), or Section 4 (Student Data and FERPA) would cause us irreparable harm for which monetary damages would not be an adequate remedy, and we will be entitled to seek equitable relief without any requirement to post a bond or prove actual damages.

‍12.7. Assignment.

You may not assign any of your rights or delegate any of your obligations hereunder, whether voluntarily, involuntarily, by operation of law or otherwise. Any purported assignment or delegation in violation of this Section will be null and void.

‍12.8. Export Regulation.

You shall comply with all applicable federal and international laws, regulations, and rules that prohibit or restrict the export or re-export of the Website and Services or any User Data outside the EU, UK, and US.

‍12.9. Accessibility.

We agree to continue to use reasonable commercial efforts to provide the Website and Services in an accessible manner.

‍12.10. Entire Agreement.

These Terms, together with any other documents incorporated herein by reference, constitute the sole and entire agreement of the parties as to your access and use of the Website and Services as an Instructor and supersede all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral.

‍12.11. Survival.

All provisions which by their nature and context impose continuing obligations on either party shall survive any termination or expiration of these Terms, including without limitation Sections 3.4, 4, 8, 10, and 11.