The domain name, Website and the App are owned, registered and operated, by Noon Tech Limited , a private company incorporated under the applicable laws of the United Kingdom either directly or indirectly through its affiliates or holding company (hereinafter referred to as “Noon – The Social Learning Platform” or “Noon” or “us” or “we” or “our” or “Company” as the context may permit).
Please read these terms and conditions carefully, since these terms and conditions are between Noon and you (hereinafter referred to as “Educator” or “you” or “your”) and contain the terms and conditions of your participation as an Educator via Noon - The Social Learning Platform, which includes all aspects of the Website and App including but not limited to products, software and online services offered via the Noon Platform.
By using the Noon Platform or any Noon software, data fees, you signify your agreement to and to be bound by these terms and conditions and Noon’s Privacy Policy, as updated from time to time by Noon. If you do not agree with these terms, you should abstain from using the Noon Platform.

As an Educator, you are contracting directly with Noon, regardless of whether another Noon subsidiary facilitates payments and services to you in your country of residence.
You acknowledge and agree that the Company is a technology services provider that facilitates educational services.
When you sign up to become an Educator on the Noon platform, or, sign the Teacher Agreement with Noon or its subsidiary (if any), you agree to abide by these Educator terms and conditions ("Terms") (both the Teacher Agreement (if any) and these Terms shall collectively be referred to as “Agreement”) and that you and the Company shall be bound by the terms and conditions set forth herein as amended from time to time by the Company and on the Noon platform, or, in your Teacher Agreement (if any), which shall be read as an integral part of these Terms, both Terms on the Noon Platform and the Teacher Agreement (if any) shall collectively be referred to as the Agreement. Provided that in case of conflict between the provisions of the Teacher Agreement (if any) and these Terms on the Noon Platform, to the extent of such conflict, the provisions of the Teacher Agreement (if any) shall squarely prevail.

Under this Agreement the relationship between Noon and where applicable, its Subsidiaries with the Educators is solely that of independent contracting parties. The Educator expressly agrees that:

1. No joint venture, partnership, or agency relationship exists between the Company and you.
2. You have no authority to bind the Company, or its Subsidiaries and you undertake not to hold yourself out as an employee, agent or authorized representative of the Company or its Subsidiaries.
3. Educators don't have a direct contractual relationship with the Users, so the only information you'll receive about Users is what has been provided to you through the Noon Platform. You agree that you will not use the data you receive for any purpose other than providing your services to those Users on the Noon platform, and that you won't solicit additional personal data or store Users' personal data outside the Noon platform. You agree to indemnify Noon against any claims arising from your use of Users' personal data.

All Users of the Courses will be the Users of Noon Platform and the Company will have the full ownership of each User. Subject to these Terms, Noon shall be exclusively responsible and entitled for assessment of the Users and will provide all the necessary customer care, support, information and certifications to the Users.

As an Educator, you are responsible for all the Submitted Content and Courses that you deliver through the Noon - The Social Learning Platform.
You shall:

• Be responsible for all of your Submitted Content and Courses including but limited to the Free courses;
• Provide and maintain accurate account information and Educator ID;
• Own the rights and authority to authorize Noon to use your Submitted Content as specified in these Terms and conditions;
• Your Submitted Content will not infringe or breach any third party's intellectual property rights;
• You have the required competence, qualifications, credentials, due care, professional behavior and expertise (including but not limited to education, training, knowledge, and skill sets) to teach and offer the services that you offer through your Submitted Content and use of the Services;
• You shall respond promptly to Users;;
• You will ensure a quality of service and adhere to the Quality standards set by Noon - The Social Learning Platform and respective departments.
• You shall provide the Services using infrastructure including premises that belong to the Educator, and the Educator is not expected to work from the Company’s office location(s). The Educator covenants that he has necessary infrastructure including premises/space, internet/bandwidth from where he could provide Services without any interruptions or lags.
• You agree that you shall exercise the necessary due diligence and professional skill and care in performance of all your services, covenants and obligations under these Terms. The services shall be provided by the Educator in a professional, timely and efficient manner and in accordance with international standards in this regard and in compliance with all applicable laws. The Educator shall, in the performance of the services under this Agreement, comply with and conform to the requirements and obligations as provided in the Statement of Work(s) issued by the Company, from time to time.
• You acknowledges and agrees that they you a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and to do no act which would knowingly injure the business, interests, or reputation, of the Company or, to the best of their knowledge, any of its Subsidiaries or owners. In keeping with these obligations, the Educator shall make full disclosure to the Company of all business opportunities which pertain to, or are similar in nature to, the Company’s business and shall not, directly or indirectly, appropriate or use for his own benefit or for the benefit of any other individual/entity, any such business opportunity to the detriment of the Company.
• You agree to abide by the Statement of Work(s) so issued by Noon or the Noon subsidiaries as the case may be, from time to time, which shall be deemed to form an integral part of these Terms. Statement of Work shall be defined as any document, transcript or transmission, which, at the discretion of Noon or the Noon subsidiaries as the case may be, may contain details in respect of the work obligations, responsibilities, class schedules, target audience, topics, nature of contents and other necessary information in respect of the work to be performed by the Educator in the such period as is specified and for which such Statement of Work has been delivered, either by post, registered courier or any other electronic means, including emails, messages and other electronic correspondences.

You are not allowed to:

• Post or provide any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, incorrect, infringing, defamatory or libelous content or information;
• Post or transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, or any other form of solicitation (commercial or otherwise) through the Services or to any user;
• Use the Services or the Noon Platform for business other than providing tutoring, teaching, and instructional services to Users;
• Engage in any activity that would require us to obtain licenses from or pay royalties to any third party, including the need to pay royalties for the public performance of a musical work or sound recording;
• Frame or embed the Services (such as to embed a free version of a course) or otherwise circumvent the Services;
• Post or provide Services where Submitted Content is disseminated without utilizing faulty hardware or software containing malicious code, or any such components or any other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, data, or personal information of both the Users, the Company or the Noon Platform
• Impersonate another person or gain unauthorized access to another person's account;
• Interfere with or otherwise prevent other educators from providing their services or content; or
• Abuse or defame Noon resources and employees, including support services and relevant support teams and departments.
• Except as otherwise agreed with the Company, you shall not indulge either directly, indirectly, in any way shape or form in services which are similar to or akin to the Services being provided under this Agreement during the Term of this Agreement; Provided that the use of the words “services which are similar to or akin to the Services being provided under this Agreement” expressly excludes teaching services provided by the Educator to persons where transmission of object, sound, image, video, text, data and information does not depend on the presence of in whichever shape or form internet or intranet.
• Of the total sessions conducted by you, at least 30% shall be delivered as free sessions in a public group to promote the group/course and the Noon Platform, as determined by Noon. Noon shall be sole determining authority as to whether a group is deemed to form a “public group” or not.
• For the purposes of this sub clause, the word “free sessions” shall include but not limited to either one or more of the following:
  • conducting of live classes
  • publishing of the Educator’s recording of live (paid) classes on such public groups.
  • publishing of question banks including their responses as prepared by the Educator
  • conducting of ask me anything (live sessions) by the Educator
  • conducting of live Teacher’s Assistant sessions

You grant Noon the unfettered, absolute, royalty-free, perpetual and irrevocable right as detailed in the Terms of Use and otherwise to offer, market, and otherwise exploit your Submitted Content, in any which way that the Company deems fit. This includes the right to add captions or otherwise modify Submitted Content to ensure accessibility. You also authorize Noon - The Social Learning Platform to sublicense these rights to your Submitted Content to third parties, including to Users directly and through third parties such as resellers, distributors, subsidiary sites, deal sites, and paid advertising on third-party platforms.
We may record and use all or any part of your Submitted Content for quality control and for delivering, marketing, promoting, demonstrating, or operating the Services. In respect of Courses from Educator to Noon - The Social Learning Platform, Educator hereby grants a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, publish, promote, sell, advertise, distribute and communicate your Submitted Content, or Noon - The Social Learning Platform’s content, and you waive any rights of privacy, publicity, or other rights of a similar nature, to the extent permissible under applicable law.
The Content utilized on the Noon - The Social Learning Platform which shall include but not be limited to trademarks, service marks and logos (“Marks”), process, images, software, graphics are owned by or licensed to Noon Tech Limited and subject to copyright and other intellectual property rights under the law.
You shall not copy, reproduce, make available online or electronically transmit, publish, adapt, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any User Content for any other purposes other than as provided herein without the prior written consent of Noon - The Social Learning Platform.
You agree not to circumvent, disable or otherwise interfere with security-related features of the Noon - The Social Learning Platform or features that prevent or restrict use or copying of any User Content or enforce limitations on use of the Noon - The Social Learning Platform or the User Content therein.
Notwithstanding anything contained herein above or below, the Company is and shall remain the sole and absolute owner of the Noon Platform and all things ancillary and incidental thereto including but not limited to its source codes, passwords, passcodes, technical details, algorithms, meta tags, data, programs, computer routines, documentations, flow charts, diagrams, internal specifications, data, data bases or information so developed or forming an integral and/or non-integral part of the Academic Content or the Noon Platform. The Company by way of these Terms has neither assigned its rights in nor created any lien, interest or ownership claim of any kind in the Noon Platform in the name of the Educator or any third party. The Educator agrees that it is merely a user of the Noon Platform and has no claim to ownership in any rights, trademarks, copyright(s) whether registered or unregistered in respect of the Noon Platform or any related Intellectual Property, and the Company.
The Educator grants to the Company a nonexclusive, non transferable, royalty-free right to use, exploit and display the Educator’s Intellectual Property, name, pictures, achievements (“Partner Marks”) to promote, market and advertise the Company, Noon Platform and arrangement as is existing between the Parties pursuant to these Terms.

As part of the Noon Services, on a monthly basis, the Company provides you with a receipt for the Educator Charges regardless of the Courses’ completion. The Company prepares a valid receipt and delivers such receipt to your email and the online portal available to you through Noon’s Platform. Receipts of the Educator Charges payable to you as an Educator may include both fixed and variable components depending on the agreed upon price tier, deducted taxes, specific information about you, including your name, address, contact information and photo. The delivery of the Receipts to you shall be deemed conclusive proof of payment of the Educator Charges to the Educator by the Company.

All payments made by the Company to the Educator shall be made after due deductions of all applicable taxes, and shall be calculated proportionally on a monthly basis starting from the commencement date of the Educator’s Services.

The Educator shall receive their monthly Educator Charges on the 7th working day of the following month, both services charges shall be received by the educators net of taxes.

Where Noon has permitted the Educator for collection of monies on behalf of Noon from students who make payment in cash, the Educator shall be obligated to abide by the following provisions in respect of such collection:

• All risks associated with such collection of monies shall be the sole and absolute responsibility of the Educator. The teacher is responsible for cash collection from the student and bears all related risks.
• Student must make the cash payment of the monies to the Educator within 48 hours of the generation of invoice through the Noon Platform, if student fails to do so, the invoice shall stand canceled and the Educator will not collect monies from the student till such time as the student creates a fresh invoice and presents the same to the Educator.
• Educator’s acceptance of the student’s request to join their paid course shall be deemed to be their admission that payment has duly been made by the student and such payment has accordingly been accepted by the Educator. The Educator shall not be able to dispute such collection of monies post such acceptance of the student’s request.
• The Educator is obligated to ensure that all payments made by the students are duly accounted for and recorded. In case of dispute, where the student claims that the payment has been made to the Educator and the Educator disputes the same or does not grant acceptance to the Student within 48 hours of receipt of however did not receive access to the paid group/course, the student can contact the Help/Customer Support of Noon available through and on the Noon Platform and raise a claim to protect the students’ right. The course of action shall be determined and informed by the commercial team of Noon to the student.The decision of Noon in respect of such claim shall be final and binding on the Educator and the Student.

You acknowledge and agree that you are required to:

1. Complete all tax registration obligations and calculate and remit all tax liabilities related to your provision of the Services as required by applicable law; and
2. Provide the Company with all relevant tax information.

You further acknowledge and agree that you are responsible for taxes on your own income arising from the performance of Services. Notwithstanding anything to the contrary in these Terms, Company may in its reasonable discretion based on applicable tax and regulatory considerations, collect and remit taxes resulting from your provision of the Services and/or provide any of the relevant tax information you have provided pursuant to the foregoing requirements directly to the applicable governmental tax authorities on your behalf or otherwise.

Both Parties undertakes to hold all Confidential Information in the strictest confidence and will not during (or at any time after the termination of) the agreement directly or indirectly use, disclose or divulge any Confidential Information or make unauthorized use of any Confidential Information and will use their best endeavors to prevent such disclosure, publication or use.

Specifically, the Educator agrees that they will use such Confidential Information solely for the purposes of performing Services and related obligations under these Terms, and will not use the Confidential Information for any personal gain or benefit, or for the benefit of any third party.

As used in these Terms, “Confidential Information” means all confidential information, whether specifically marked as such or not disclosed by a party to the other party including but not limited to (i) any technology, development, product, trade, idea, invention, proprietary information, plans, proposals, contracts, technical and/or financial information, databases, software and know-how or thing that relates in any manner to this Agreement or any anticipated business, research, development product, idea or activity marketing ; (ii) data, personal, financial, related analyses and other information in respect of the Company, its Affiliates, their employees, directors, shareholders, clients, Students, other personnel engaged and prospect information, whether or not otherwise designated as confidential; and (iii) all terms of this Agreement.

The term of this Agreement shall commence on the date accepted by you through the Noon Portal and shall continue until terminated as set forth herein.

The Educator will individually maintain proper books of accounts and record, in which full, true and correct entries in conformity with the International Accounting Standards will be made in accordance with business practice during the Term.

Notwithstanding, the Noon or its subsidiaries may request the Educator to share the books of accounts with a 7 day prior written notice in which case the same shall be shared by the Educator in 3 days from the receipt of such written notice.

Any delay or failure by either Party i.e. the Educator or Noon in performance of its duties and responsibilities under this Agreement shall be excused if and only to the extent that such delays or failures are caused by occurrences beyond the Parties control, including decrees or restraints of governments, strikes or other labor disturbances, war, sabotage, and any other cause or causes, which cannot be controlled by the Parties; provided that if either Party seeks to excuse its performance due to such reasons, it shall promptly notify the other Party of the cause therefore, and such performance shall be so excused during the inability of the Party to perform but for no longer period, and the cause thereof shall be remedied so far as possible. The Parties will undertake all necessary and reasonable actions within its control in order to limit the extent of the damage and consequences of such force majeure.

On the occurrence of such force majeure event, as stipulated above, the Party relying on the occurrence of the Force Majeure to excuse their performance shall immediately inform the other Party in writing of the beginning and the end of such an occurrence. If such a force majeure event lasts for more than one year, the other Party may without any liability immediately terminate this Agreement.

Noon - The Social Learning Platform reserves the right, in its sole discretion, to terminate or suspend the Educator’s account with immediate effect in case of breach of any terms of these Terms. Noon reserves the right to decide whether Submitted Content or the Services provided by the Educator violates these Terms.

Upon suspension or termination of the Educator’s account, Noon shall at its sole discretion withhold or stop any and all payments that are to be made to such Educator and evaluate the pay-outs. Payments shall only be made for all legitimate Services that are not subject matter of any violation or dispute, as determined by Noon. Payments shall not be made for the Services that are the subject matter of any of the breaches. Educator access to the Noon Platform shall be terminated/suspended immediately, as the case may be, pursuant to this provision.
We may suspend your access to the Noon Platform or require you to change your password if we reasonably believe that the NoonPlatform has been or is likely to be misused, wherein we shall notify you accordingly.

The Educator may elect to terminate this Agreement with a prior three months’ notice period. The Company will cease to offer the Educator’s Course(s) upon receipt of a three months written notice, such written notice can be an email to the assigned Company’s Operations Team based in their country of residence or such other country as the Educator may be notified by the Company.

This Agreement will automatically be terminated upon the death of the Educator or physical and mental disability, incapacitation which renders the Educator unable to fully perform its obligations made in this Agreement.

Each Party may terminate this Agreement if there is breach of any of the terms of the Agreement and the breach is not cured within a period 15 days from the date of notification of the occurrence of that breach to the breaching Party by the non-breaching Party.

This Agreement will also be immediately terminated if either Party ceases to pay its debts in the normal course, enters into or proposes to enter into a voluntary arrangement or composition with its creditors, becomes insolvent, bankrupt or goes into liquidation (other than for the purpose of solvent reconstruction or amalgamation) or (in the case of Company) has a receiver, administrator, trustee or similar officer appointed in respect of all or part of its business and assets or anything occurs analogous to the foregoing under the applicable laws or otherwise ceases to be a validly existing business.

In the case of termination and invalidation of the Agreement for any reason, all obligations, rights, entitlements accruing to the Parties as a result of this Agreement will stand extinguished, but notwithstanding the provisions in relation to intellectual property, confidentiality, and indemnity and payment of outstanding dues, which will continue to bind the Parties and will survive termination, expiration, cancellation, invalidation and frustration.

The Educator agrees and understands that in the event the classes of the Courses to be taken by the Educator on the Noon Platform (the schedule for which is previously intimated to the Educator by the Company by way of a Statement of Work) are rescheduled at the request of the Educator (“Request”), the Services will be disrupted and the Company may suffer disruption in its business which may result in damages (whether reputational or monetary) to the Company. In consideration for the same, the Educators agrees that Company may charge the Educator, a rescheduling fee (“Change Fee”) per cancellation, The quantum of Change Fee shall be determined by the Company, at its sole and absolute discretion and shall be a good faith pre-estimate, based on the damages that may be suffered by the Company.

The Change Fee shall be deducted by the Company from the Educator Charges payable by the Company to the Educator.

Every Request shall be made by the Educator to the Company in writing, at least 24 hours prior to the class that is to be rescheduled, to enable the Company to take necessary action in respect of the said rescheduling on the Noon Platform.

The Company may in its sole discretion waive off the Change Fee, in cases where the Request so made is justifiable, as decided by the Company and/or the Request is raised 24 hours prior to the class that is being rescheduled, and the decision of Company in this regard shall be final and binding on the Educator. The Educator agrees and understands that the Company can reschedule any course or classes with prior intimation to the Educator of not less than 24 hours to the class or course that is being rescheduled, with or without assigning any reason for the same .

The Educator agrees and understands that in case of frequent rescheduling, cancellation, copyright strikes/infringement or any act of the Educator that has a negative impact on the Student experience whether directly or indirectly, in the opinion of the Company, the Company reserves the right to terminate this Agreement and/or call off any ongoing course or class at its sole discretion, without prejudice to the Company’s other rights and remedies under this Agreement and under law.

Furthermore, the Educator agrees and understands that in case of repeated occurrence of the above-mentioned case,, the Company may incur substantial losses (including loss of goodwill, reputation and business), in which case the Company shall have the right to deduct from the Educator Charges such amounts as deemed appropriate by the Company to account for the losses incurred by the Company.

Notwithstanding anything contained in this Agreement, the Parties agree that the Company will suffer substantial injury, and it would be difficult to determine the damages, if this Agreement is terminated before the end of the Course by the Educator with or without reason. Educator and the Company agree an accurate reflection of the damages payable to the Company caused by such early termination of this Agreement by Educator is an amount equal to 50% of the average monthly fees paid to the Educator by the Company during the Term of the Agreement or USD 100/-, whichever is higher, as the Early Termination Fee. This Early Termination Fee shall be deducted by the Company from any payments and monies due and payable by the Company to the Educator under the Agreement and the Educator irrevocably authorizes the Company to do so. The Educator understands that where such Early Termination Fee is greater than monies payable by the Company to the Educator, the same amount shall be converted into a debt payable by the Educator to the Company immediately upon exercise of termination.

The Educator shall indemnify and hold harmless the Company from and against all claims that it may suffer from or incur and that arise or result primarily from (i) their provision of the Services, and any claim made by a third party as a result of their provision of the Services, including any claim alleging infringement upon the copyrights, trademarks, trade secrets, patents or other intellectual property rights of such third party or action taken by a third party in respect of any factual inaccuracy, obscenity, illegality or immorality that may have arisen directly as a result of their provision of Services (ii) their breach or alleged breach of, or its failure or alleged failure to perform under, any agreement to which it is a Party, (iii) their breach of any of its obligations, agreements, or duties under this Agreement, or (iv) any negligence or recklessness or fraudulent or wrongful conduct of the Educator in the performance of the Services.

Notwithstanding anything to the contrary in this Agreement, the Company disclaims all warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose and noninfringement, with respect to the Noon Platform, to the extent permitted by applicable law. The Company makes no representations or warranties as to the quality, suitability or adequacy of the Noon Platform for any purpose or use. The website and all software, Noon Platform, information, materials, forums and tools provided or offered thereunder are provided or offered by Company on an ‘as-is’ or ‘as available’ basis, without representation or warranty of any kind by the Company, including but not limited to the implied warranties of non-infringement and fitness for a particular purpose. The Company shall not vouch for the quality, accuracy, completeness, or correctness of any content or information sold or provided on its website or the Noon Platform.

The Company reserves the right to modify any information from these Terms from time to time, without the need for any prior intimation being made to you. You hereby acknowledge and agree that, by using the Noon Services, or downloading, installing or using the App, you are bound by any future amendments and additions to information herein, or documents incorporated herein. Continued use of the Noon Services or App after any such changes shall constitute your consent to such changes, without the need for specific intimation of such changes being made to you.

By using the Noon Platform, you signify your acceptance of this Agreement. Your continued use of the Noon Platform following the posting of changes to this policy will be deemed your acceptance of those changes.

Subject to this Agreement, any notice or other document required or authorized hereby may be served on a Party hereto at the official address stated herein and/or on the email addresses that will be shared.

Each Party shall update the other of any changes in its notice information by giving written notice to the other Party.

To the fullest extent permitted by law, in no event shall Noon, its Subsidiaries, its officers, directors, employees, or agents, be liable to you for any direct, indirect, incidental, special, punitive, losses or expenses or consequential damages whatsoever resulting from any;

1. Errors, mistakes, or inaccuracies of user (User and educator) content or any other content available at Noon - The Social Learning Platform,
2. Personal injury or property damage, of any nature whatsoever, resulting from your access to and use of our Noon - The Social Learning Platform platforms,
3. Any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein,
4. Any interruption or cessation of transmission to or from the Noon - The Social Learning Platform, any bugs, viruses, trojan horses, or the like, which may be transmitted to or through our Noon - The Social Learning Platform platforms by any third party, and/or
5. Any errors or omissions in any user content or any other content or for any loss or damage of any kind incurred as a result of your use of any content posted, emailed, transmitted, or otherwise made available via the Noon - The Social Learning Platform, whether based on warranty, contract, tort, or any other legal theory, and whether or not Noon - The Social Learning Platform is advised of the possibility of such damages.
6. Your use of and access to the Noon - The Social Learning Platform;
7. Your violation of any term of these Terms and Conditions;
8. Your violation of any third party right, including without limitation any copyright, property, or privacy right;
9. Any claim that your User Content caused damage to a third party; and/or
10. Violation of any applicable laws.

You specifically acknowledge that Noon shall not be liable for user (User and educator) content or the defamatory, offensive, or illegal conduct of any third party and that the risk of harm or damage from the foregoing rests entirely with you.
Noon Platform is controlled and offered by Noon from its facilities in the United Kingdom.

The waiver by either Party of any default or breach of this Agreement shall not constitute a waiver of any other subsequent default of breach and shall not be effective unless in a writing signed by the waiving Party.

This Agreement constitutes the entire agreement between the Parties in connection with their respective subject matter and supersedes any other agreement between the Parties, whether written or oral.

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

Neither this Agreement nor any part of it is assignable, transferable, sub-licensable, sub- contractible or conveyable by the Educator, either by operation of law or otherwise, without the express, prior, written consent of the Company. The Parties expressly agree that the Company may assign, transfer, sub license or sub contract, or convey its rights and obligations under this Agreement, at its sole and absolute discretion.

The headings of the Agreement are inserted for convenience only and are not to be considered in construction of the provisions hereof.

The Parties recognize and agree that they have read and understood this Agreement and that they have received an adequate explanation as to the nature and scope of its contents. The Parties acknowledge and agree that this Agreement entails important obligations and that, they have had adequate opportunity to seek independent legal counsel before consenting to this Agreement, which counsel they have sought.