AAAS Learning Affiliate Terms & Conditions

This Referral Agreement (“Agreement”) is made by and between AMERICAN ASSOCIATION FOR THE ADVANCEMENT OF SCIENCE (AAAS), (hereinafter “AAAS”), located at 400 Preston Ave., Suite 300, Charlottesville, Virginia 22903, and AAAS Learning Affiliate. AAAS and AAAS Affiliate are referred to herein as the “Parties.”

WHEREAS, AAAS operates the website and online learning portal located at https://careerdevelopment.aaas.org (hereafter the “AAAS Web Site”);

WHEREAS, AAAS offers online courses (hereafter “AAAS Courses”) through the AAAS Web Site;

WHEREAS, AAAS Learning Affiliate operates the Company Web Site (hereinafter the “AAAS learning Affiliate Web Site”);

WHEREAS, AAAS Learning Affiliate desires to provide users of its AAAS Learning Affiliate Web Site (hereafter “Users”) a link on the AAAS Learning Affiliate Web Site that sends Users indirectly to the AAAS Web Site and AAAS Courses via an intermediate site or webpage and without requiring Users to click on any link or take other affirmative action on the intermediate site or webpage (hereafter “Link”);

WHEREAS, the parties desire such Link to recognize the Users accessing the AAAS Web Site and AAAS Courses through the Link provided on the AAAS Learning Affiliate Web Site;

WHEREAS, the parties desire for AAAS to compensate AAAS Learning Affiliate for any sales of AAAS Courses to Users who access the AAAS Web Site and purchase AAAS Courses through the Link provided on the AAAS Learning Affiliate Web Site;

WHEREAS, the parties desire AAAS to compensate AAAS Learning Affiliate for any subscription sales purchased by the AAAS Learning Affiliate’s member organizations referred to AAAS by the AAAS Learning Affiliate.

NOW THEREFORE, in consideration of the mutual promises of the Parties, and other good and valuable consideration, receipt of which is hereby acknowledged, the Parties agree as follows:

  1. Term
    This Agreement may be terminated at any time with at least 30 days’ notice in writing. If there is a breach of this Agreement by either Party, the other Party may terminate immediately.
  2. Course Access
    1. AAAS Learning Affiliate shall display a Link on the AAAS Learning Affiliate Web Site that properly utilizes the special “tagged” link formats AAAS provides, and that complies with the linking requirements set forth herein or otherwise provided by AAAS.
    2. Links may be created by AAAS Learning Affiliate or made available to AAAS Learning Affiliate by AAAS. If AAAS informs AAAS Learning Affiliate that the AAAS Learning Affiliate Web Site does not use a AAAS-approved Link, AAAS Learning Affiliate must cease displaying such link on the AAAS Learning Affiliate Web Site.
    3. AAAS Learning Affiliate is solely responsible for the placement of each Link it places on its site and for ensuring that the Link includes the appropriate formatting necessary for AAAS to properly track Users accessing the AAAS Web Site and AAAS Courses through the Link provided on the AAAS Learning Affiliate Web Site.
    4. AAAS Learning Affiliate will not make any inaccurate, overbroad, deceptive or otherwise misleading claims about the AAAS Web Site and/or the AAAS Courses in connection with any Link, or otherwise.
    5. AAAS Learning Affiliate understands and acknowledges that the AAAS Courses prices and availability may vary from time to time. AAAS Learning Affiliate therefore agrees not to advertise the price or availability of any AAAS Courses, or otherwise include price or availability information of any AAAS Courses on the AAAS Learning Affiliate Web Site or for any AAAS Learning Affiliate promotions without the written approval of AAAS.
    6. Users must purchase the AAAS Courses only through and at the AAAS Web Site.
    7. Users who purchase AAAS Courses are AAAS’s customers with respect to all activities they undertake in connection with the AAAS Web Site. Accordingly, as between AAAS and AAAS Learning Affiliate, all pricing, terms of sale, rules, policies, and operating procedures concerning AAAS’s customer orders, customer service, and product sales on the AAAS Site will apply to those customers, and AAAS may change them at any time.
    8. Personally identifiable data and information, and any other data or information associated with or about Users (hereafter “User Data”), collected and/or received by AAAS is owned by and the sole and exclusive property of AAAS.
    9. AAAS shall process orders placed by Users who use the Link to the AAAS Web Site. AAAS reserves the right to reject orders that do not comply with any requirements, terms or conditions on the AAAS Web Site, as may be updated from time to time.
  3. Intellectual Property
    1. The AAAS Web Site, AAAS Courses, and other intellectual property, including but not limited to software/programming code, trademarks, CSS, graphic design elements, images, text, content, and trademarks found on or used in connection with the AAAS Web Site, are owned by AAAS and/or its vendors, licensees, licensors and service providers, and are protected by U.S. law and international treaties. AAAS Learning Affiliate may not modify or create derivative works based on the AAAS Web Site, the AAAS Courses or any other intellectual property associated therewith or owned by AAAS or third parties.
    2. The Parties agree and acknowledge that AAAS and AAAS are valid trademarks of AAAS. AAAS Learning Affiliate acknowledges and agrees that this Agreement does not grant AAAS Learning Affiliate any trademark license, or any other right or permission to use any such trademarks, or any other trademarks owned by AAAS. Any use of AAAS, AAAS or any other trademarks or other rights, property or intellectual property owned by AAAS must first be approved and licensed, in writing, by AAAS prior to use by AAAS Learning Affiliate.
    3. AAAS Learning Affiliate grants a nonexclusive, payment-free license to AAAS for use of the AAAS Learning Affiliate logo and any associated trademark for acknowledgement of the AAAS Learning Affiliate association with AAAS. Such use of the AAAS Learning Affiliate logo and trademarks and acknowledgement of relationship on the AAAS Web Site will be mutually agreed upon prior to use.
    4. AAAS reserves all right, title and interest (including all intellectual property and proprietary rights) in and to, and AAAS Learning Affiliate does not, by virtue of this Agreement or otherwise, acquire any ownership interest or rights in or to, the Link, the Link formats, any content, the AAAS Web Site, the AAAS Course, any domain name owned or operated by AAAS or its learning Affiliates, any AAAS trademarks and logos and any other intellectual property and technology that AAAS provides or uses in connection with the Agreement (including any application program interfaces, software development kits, libraries, sample code, and related materials).
    5. Notwithstanding anything to the contrary in this Agreement, AAAS may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of AAAS’s or any other person or entity’s intellectual property or proprietary rights. AAAS Learning Affiliate further acknowledges and agrees that AAAS’s trademark, intellectual property and proprietary rights are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.
  4. Public Communications and Marketing Activities
    1. AAAS Learning Affiliate shall not issue any press release or make any other public communications with respect to this Agreement, without the prior written consent of AAAS.
    2. AAAS Learning Affiliate shall not misrepresent or embellish the relationship between AAAS Learning Affiliate and AAAS (including by expressing or implying that AAAS supports, sponsors, endorses, or contributes to is otherwise Affiliated or associated with AAAS Learning Affiliate beyond this Agreement).
    3. AAAS Learning Affiliate shall not use any AAAS trademarks or other brand terms in any marketing or advertising activities without the express, written approval by AAAS. Any such unapproved use constitutes breach of this Agreement and may result in immediate termination of this Agreement and withholding of referral fees.
    4. AAAS Learning Affiliate may use branded collateral provided through the AAAS Affiliate Portal.
    5. AAAS Learning Affiliate agrees to promote sales to its membership by messaging via email or other social media at least once per quarter.
  5. Referral Fee Calculations and Payment
    1. AAAS Learning Affiliate may earn fees only as described in this section and only with respect to purchase activity on the AAAS Web Site occurring directly through the Link. SCITENT has no obligation to pay AAAS any fees if AAAS Learning Affiliate fails to properly format the Links on the AAAS Learning Affiliate Web Site, including to the extent that such failure may result in any reduction of fee amounts that would otherwise be paid to AAAS Learning Affiliate under this Agreement.
    2. “Net Revenues” means all revenues received for or derived from online sales of any AAAS Courses (other than any excluded courses as may be provided by time to time by AAAS in writing) purchased by Users who have accessed the AAAS Web Site through the Link during the User’s first and initial single Session visit, net of any refunds, returns, sales taxes, duties, business license fees, ecommerce or merchant fees.
    3. AAAS will provide AAAS Learning Affiliate a quarterly summary report for the sales of the AAAS Courses generated through the Link placed on the AAAS Learning Affiliate Web Site. AAAS may, at any time in the future, implement software to track referrals and conversions. At such time, AAAS may provide access to an online interface providing AAAS Learning Affiliate with reporting.
    4. During the term of this Agreement, a referral fee for courses purchased through the course catalog available through the Affiliate link of twenty percent (20%) will be paid to AAAS Learning Affiliate based on Net Revenues, less any additional or other discounts or promotional codes used or applied by AAAS Learning Affiliate or Users. For example, should AAAS Learning Affiliate provide its Users with a promotional code or discount, such discount will be subtracted from the twenty percent (20%) and the remaining lesser percentage will be paid to AAAS Learning Affiliate.  
    5. During the term of this Agreement, a referral fee for new academic institutional subscriptions sold to AAAS Learning Affiliate member organizations using a referral code provided by AAAS Learning Affiliate purchased through the AAAS Sales Team of three percent (3%) will be paid to AAAS Learning Affiliate based on Net Revenues, less any additional or other discounts or promotional codes used or applied by AAAS Learning Affiliate or Users.   This referral fee is a one time revenue opportunity for the purpose of lead generation and does not apply to changes or renewals in the academic subscription. It does apply to all levels of the initial subscription commitment. For example, should AAAS Learning Affiliate provide its Users with a promotional code or discount, such discount will be subtracted from the three percent (3%) and the remaining lesser percentage will be paid to AAAS Learning Affiliate.   This referral fee only applies for new academic subscribers and does not apply for renewal subscriptions.
    6. The referral fee will be paid within thirty (30) days after the close of each calendar quarter, subject to any applicable withholdings or deductions. In the event that Net Revenues exceed $15,000 in a calendar month, AAAS shall pay any referral fee for the following month thirty (30) days after the close of that month.
    7. AAAS will not pay any referral fees on any of the following:
      1. Any course purchase that is not correctly tracked or reported because the Link from the AAAS Learning Affiliate Web Site to the AAAS Web Site is not properly formatted;
      2. Any subscription purchase in which the customer does not provide the AAAS Learning Affiliate referral code;
      3. Any subscription purchase in which the customer does not provide proof of membership with AAAS Learning Affiliate;
      4. Any course purchase through a link that violates the terms of this Agreement;
      5. Any purchase after termination of this Agreement;
      6. Any purchase that is canceled or returned; and
      7. Any course purchase by a customer who is referred to the AAAS Web Site by a means other than the Link (e.g., by a search engine in response to a general Internet search query or keyword, by paid search placements or by other paid advertising).
  6. AAAS Learning Affiliate Web Site
    1. AAAS Learning Affiliate shall be solely responsible for the AAAS Learning Affiliate Web Site, including its development, operation, and maintenance and all materials that appear on or within it.
      1. AAAS Learning Affiliate, and the AAAS Learning Affiliate Web Site, further shall not:
      2. Promote or contain sexually explicit materials;
      3. Promote violence or contain violent materials;
      4. Promote or contain libelous or defamatory materials;
      5. Promote discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age;
      6. Promote or undertake illegal activities;
      7. Promote or undertake activities directed toward children under 13 years of age, as defined by the Children’s Online Privacy Protection Act (15 U.S.C. §§ 6501-6506) and any regulations promulgated thereunder;
      8. Include any trademark or domain name of AAAS without AAAS’s written permission; or
      9. Otherwise violate any intellectual property rights.
    2. With respect to this Section 6, AAAS will have no liability for these matters or for any Users’ claims relating to these matters, and AAAS Learning Affiliate agrees to defend, indemnify, and hold AAAS, its learning Affiliates and licensors, and its and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to (a) the AAAS Learning Affiliate Web Site or any materials that appear on the AAAS Learning Affiliate Web Site, including the combination of the AAAS Learning Affiliate Web Site or those materials thereon with other applications, content, or processes; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of the AAAS Learning Affiliate Web Site or any materials that appear on or within the AAAS Learning Affiliate Web Site, and all other matters described in this Section 6; (c) AAAS Learning Affiliate’s use of any content, whether or not such use is authorized by or violates this Agreement, or applicable law; (d) AAAS Learning Affiliate’s violation of any term or condition of this Agreement; or (e) AAAS Learning Affiliate’s or its employees’ negligence, conduct, or willful misconduct.
    3. AAAS agrees to defend, indemnify, and hold AAAS Learning Affiliate harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorney’s fees) relating to the AAAS Web Site or services.
    4. AAAS Learning Affiliate warrants that the AAAS Learning Affiliate Web Site will use commercially reasonable standards for security in order to prevent DNS attacks or any other activity that may affect the AAAS Web Site.
  7. Warranties and Representations
    1. Each Party warrants and represents to the other Party that it has full power and authority to enter into this Agreement and to make the covenants, warranties and representations; and its performance of the terms and obligation set out in Agreement will not breach any separate agreement by which the warranting
    2. THE AAAS WEB SITE, THE AAAS COURSES AND ALL CONTENT PROVIDED THEREON OR THEREIN, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. AAAS EXPRESSLY MAKES NO, AND DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. AAAS MAKES NO WARRANTY THAT (A) THE AAAS WEB SITE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS OR (B) THAT ANY RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE TCMI WEB SITE OR AAAS COURSES OR ANY CONTENT PROVIDED ON OR THROUGH THEM WILL BE ACCURATE OR RELIABLE. AAAS MAY DISCONTINUE ANY AAAS COURSE, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY AAAS COURSE, AT ANY TIME AND FROM TIME TO TIME. AAAS DOES NOT REPRESENT OR WARRANT THAT THE ANY AAAS COURSE WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. AAAS SHALL NOT BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, THE AAAS Affiliate WEB SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OR CONTENT OBTAINED BY AAAS Affiliate FROM AAAS OR FROM ANY OTHER PERSON OR ENTITY ASSOCIATED WITH AAAS, OR FROM THE AAAS WEB SITE, CREATES ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
    3. Any representations and warranties made under this Agreement will be deemed to be made at and as of the Effective Date as well as at all times throughout the duration of this Agreement.
  8. Limitation of Liability.
    1. Neither party will not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) services provided hereunder, the AAAS Web Site, AAAS Courses or any materials available or not included therein, (b) the unavailability or interruption of the AAAS Web Site or any features thereof or any AAAS Courses due solely to the AAAS Web Site, (c) use of the AAAS Web Site or AAAS Courses, or (e) the content of the AAAS Web Site or AAAS Courses.
    2. AAAS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, PROFITS, GOODWILL, USE, DATA, OR LOSS OF BUSINESS), ARISING IN CONNECTION WITH THIS AGREEMENT, THE AAAS WEB SITE, THE AAAS COURSES, THE AAAS LEARNING Affiliate WEB SITE OR LINK, EVEN IF AAAS HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES, AND REGARDLESS OF WHETHER AAAS KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY. AAAS SHALL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY AAAS Affiliate IN CONNECTION WITH THIS AGREEMENT OR ANY TERMINATION OF THIS AGREEMENT. FURTHER, IN NO EVENT, UNDER ANY CIRCUMSTANCES, SHALL AAAS’S AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS AGREEMENT, THE AAAS WEB SITE, THE AAAS COURSES, THE AAAS Affiliate WEB SITE OR LINK, EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE TO AAAS Affiliate UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.
  9. Compliance With Laws.
    1. AAAS Learning Affiliate will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over AAAS Learning Affiliate, including laws (federal, state, or otherwise) that govern marketing email (e.g., the CAN-SPAM Act of 2003).
  10. 10. Termination.
    1. This Agreement may be terminated by either Party upon the material breach of any term, condition, representation or warranty of this Agreement by the other Party, after the terminating Party has notified the breaching Party in writing of any material breach and the breaching Party has not cured the material breach within thirty (30) calendar days following receipt of written notice of material breach. A material breach for the purposes of this Agreement will include, but not be limited to, the following:
      1. Any failure of a Party to exist or operate as a business entity or to maintain a business address;
      2. The making of any assignment for the benefit of creditors, becoming generally insolvent, being placed in receivership or the filing by or against a Party of a petition for bankruptcy or for corporate reorganization under any bankruptcy act or similar statute that is not vacated within thirty (30) days after its filing.
      3. The execution on assets of a Party, its Affiliates or subsidiaries for recovery of taxes in arrears by any governmental entity with authority to seize asset;
      4. A Party’s failure to obtain or loss, through failure to renew or because of suspension, cancellation or revocation, for a period of fifteen (15) days or more, any license or permit required by law, which is necessary in order to carry out its obligations under this Agreement.
    2. Either party may immediately terminate this Agreement for convenience, for any reason or cause, or for no reason or cause, at any time effective upon written notice to the other Party at the contact address below. In the event of a termination for convenience and in the absence of any material breach of this Agreement, AAAS will provide a final royalty payment to AAAS Learning Affiliate within twenty-one (21) days of the close of the first calendar quarter after such notice has been provided.

      For AAAS:
      Customer Service
      400 Preston Ave, Suite 300
      Charlottesville, VA 22903
      support@aaascareerdevelopment.org

      For AAAS Affiliate:
      Main Contact
      Mailing address
      Contact email address
    1. Upon any termination of this Agreement, any and all licenses to AAAS Learning Affiliate automatically terminate and AAAS Learning Affiliate will immediately stop using and promptly remove from the AAAS Learning Affiliate site and delete or otherwise destroy the Link, all AAAS trademarks, all other content related to AAAS or the AAAS Courses, and any other materials provided or made available by or on behalf of AAAS to AAAS Learning Affiliate under this Agreement. AAAS may withhold accrued unpaid referral fees for a reasonable period of time following termination to ensure that the correct amount is paid (e.g., to account for any cancellations or returns). Upon any termination of this Agreement, all rights and obligations of the Parties will be extinguished, except that the rights and obligations of the Parties under Sections 3, 7, 8, and 9, together with any accrued but unpaid payment obligations of AAAS under this Agreement, will survive the termination of this Agreement. No termination of this Agreement will relieve either Party for any liability for any breach of, or liability accruing under, this Agreement prior to termination.
  1. Miscellaneous Provisions
    1. Independent Contractors. The Parties are not, and nothing in this Agreement will be interpreted that the Parties are, partners, joint venturers, co-owners or otherwise participants in a joint or common undertaking. Nothing in this Agreement creates any agency, sales agency, franchise, sales representative, fiduciary or employment relationship between the Parties. The Parties are independent contractors. AAAS Learning Affiliate has no authority to make or accept any offers or representations on AAAS’s or its Affiliates’ behalf. AAAS Learning Affiliate will not make any statement, whether on its site or otherwise, that contradicts or may contradict anything in this section. If AAAS Learning Affiliate authorizes, assists, encourages, or facilitates another person or entity to take any action related to the subject matter of this Agreement, AAAS Learning Affiliate will be deemed to have taken the action itself.
    2. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction or by a legally enforceable directive of any governmental body to be invalid or unenforceable, the remainder of this Agreement shall be valid and enforceable.
    3. Assignment. Neither Party may assign or transfer this Agreement or any rights under this Agreement without the prior written agreement of the other Party; this Agreement will be binding upon and inure to the benefit of the Parties, their heirs, successors and assigns.
    4. Waiver. No waiver of any term, provision, or condition of this Agreement, whether by conduct or otherwise, will be deemed to be, or will constitute, a waiver of any other provision hereof; nor will a waiver constitute a continuing waiver; nor will a waiver be construed to be a waiver of any succeeding breach of the provision or a waiver of the provision itself. No waiver will be binding unless executed in writing by the Party making the waiver.
    5. AAAS Learning Affiliate acknowledges and agrees that AAAS and its Affiliates may at any time (directly or indirectly) solicit customer referrals for the AAAS Courses, and that such solicitations may be on terms that may differ from those contained in this Agreement.
    6. AAAS Learning Affiliate acknowledges and agrees that AAAS and its Affiliates may at any time (directly or indirectly) operate sites that are similar to or compete with the AAAS Learning Affiliate Web Site.
    7. Parties Named. Nothing in this Agreement, whether express or implied, is intended to confer upon any person, other than the Parties identified herein, any rights or remedies.
    8. Choice of Law. This Agreement will be governed the laws of the State of Virginia, United States of America without regard to its conflict of laws provisions. The Parties agree and consent that the federal, state and local courts within Virginia, United States of America, will have non-exclusive jurisdiction and venue of all matters relating to the Agreement, and of the enforcement of any award or decision.
    9. Entirety. This Agreement constitutes the sole and only agreement of the Parties and supersedes any all prior communications, terms, conditions, representations, agreements and understandings, guarantees, statements, and inducements whether written or oral or by conduct, between the Parties respecting the subject matter hereof. There are no other terms, conditions, representations, agreements and understandings, guarantees, statements, or inducements other than as set forth in this Agreement. In the event of any conflict between the provisions of any schedule, exhibit, attachment or addendum to this Agreement and the provisions of this Agreement, the provisions of this Agreement will prevail.
    10. Modifications. This Agreement may only be modified by a writing that is signed by a duly authorized officer of both AAAS and AAAS Learning Affiliate.