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User License and Subscription Agreement

THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICES AND CONTENT.. BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A SCHOOL, COLLEGE, CORPORATION, PARTNERSHIP, NON-PROFIT ORGANIZATION, SERVICES ORGANIZATION, OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

You may not access the Services if you are our direct competitor, except with our prior written consent. In addition, You may not access the Services for purposes of monitoring the availability, performance or functionality of the Services, or for any other benchmarking or competitive purposes.

This Agreement is effective between you and Ryzer Mindset as of the date you accept this Agreement by accepting online through our Services, or by consummating a purchase through written agreement, purchase order, or invoice payment.

1. DEFINITIONS

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

"Agreement" means this User License and Subscription Agreement.

"Ryzer Mindset," "we," "us" or "our" means Ryzer Mindset, LLC described in Section 13 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction).

"Beta Services" means our services that are not generally available to customers or under development in a test phase.

"Content" means information and/or applications obtained by us from our licensors or publicly available sources and provided to you in our Products.

"Documentation" means our online user guides, documentation, and help and training materials, as updated from time to time, accessible via our Services.

"Enterprise" means an entire company, organization, school, sports team, professional services firm or other legal entity.

"Malicious Code" means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

"Order Form" means an ordering document or other written agreement specifying the Services to be provided hereunder and applicable pricing that is entered into between you and us including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

"Purchased Product(s)" means Products that you or your Affiliate purchase for money under an Order Form, as distinguished from those provided pursuant to a free trial with no monetary obligation.

"Product(s)" means the Content and Services that are ordered by you under an Order Form and made available online by us, including associated offline components, as described in the Documentation.

"Services" means the collective digital services offered by Ryzer Mindset when you visit or use https://ryzer.com/mindset, or https://mindset.ryzer.com, and any other online site, mobile application, service, or product that links to the Terms and Conditions of Ryzer Mindset.

"Sites" means websites owned and operated by Ryzer Mindset including, but not limited to, ryzermindset.com, mindset.ryzer.com, and tapscouting.com

"User" means an individual who is authorized by you to use a Service, for whom you have ordered the Service, and to whom you (or we at your request) have supplied a user identification and password. Users may include, for example, your employees & prospective employees, students & prospective students, team athletes or prospective team athletes, team coaches, parents of students or athletes, consultants, contractors and agents, and third parties with which you transact business.

"You" or "your" means the school, college, corporation, partnership, non-profit organization, services organization, or other legal entity for which you are accepting this Agreement, and Affiliates of that school, college, corporation, partnership, non-profit organization, services organization, or entity.

"Your Data" means electronic data and information submitted by or for you by others to the Services or collected and processed by or for you using the Services.

2. FREE VERSIONS

Some of our Products may be available free of charge. If you are entitled to receive a free version of our Products, We will make one or more Products available to you free of charge until the earlier of (a) the termination of the applicable Product(s) per Section 12 of this Agreement, or (b) the start date of any Purchased Product subscriptions ordered by you for such Product(s), or (c) your termination as a customer of our affiliate or subsidiary. Additional terms and conditions may appear on the free version Order Form. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

ANY DATA YOU INPUT OR ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL USE OF OUR SERVICES WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE IN THE FREE TRIAL VERSION OR EXPORT SUCH DATA, BEFORE TERMINATION.

NOTWITHSTANDING SECTION 9 (REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS), FREE VERSION SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY.

3. OUR RESPONSIBILITIES

3.1. Provision of Purchased Products. We will (a) make the Services and Content available to you pursuant to this Agreement and the applicable Order Forms, (b) provide our standard support for the Purchased Products to you at no additional charge, and/or upgraded support if purchased, and (c) use commercially reasonable efforts to make the online Purchased Products available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which we shall give at least 8 hours electronic notice and which We shall schedule to the extent practicable during the weekend hours between 9:00 p.m. Friday and 6:00 a.m. Monday Eastern time), and (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, Non-Ryzer Mindset Application, or denial of service attack.

3.2. Protection of Your Data. We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data by our personnel except (a) to provide the Purchased Products and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 8.3 (Compelled Disclosure) below, or (c) as You expressly permit in writing.

3.3 Our Personnel. We will be responsible for the performance of our personnel (including our employees and contractors) and their compliance with our obligations under this Agreement, except as otherwise specified herein.

3.4 Beta Services. From time to time, We may invite You to try Beta Services at no charge. You may accept or decline any such trial at your sole discretion. Some Beta Services may be offered generally to all Users through our Products without requiring your acceptance, and you are under no obligation to use the Beta Services. Beta Services will be clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation or by a description of similar import. Beta Services are for evaluation purposes and not for production use, are not considered "Products" under this Agreement, are not supported, and may be subject to additional terms. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available. We may discontinue Beta Services at any time in our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service.

4. USE OF SERVICES AND CONTENT

4.1 Subscriptions. Unless otherwise provided in the applicable Order Form, Products are purchased as subscriptions.

4.2 Users & Usage Options.

4.21 User & Usage Limits. Products may be subject to usage limits for team or group subscriptions, including, for example, the quantities specified in Order Forms. Unless otherwise specified, (a) a quantity in an Order Form refers to Users, and the Product may not be accessed by more than that number of Users, (b) a User’s password may not be shared with any other individual, and (c) a User identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Product. If you exceed a contractual usage limit, we may work with you to seek to reduce your usage so that it conforms to that limit. If, notwithstanding our efforts, you are unable or unwilling to abide by a contractual usage limit, you will execute an Order Form for additional quantities of the applicable Product promptly upon Our request, and/or pay any invoice for excess usage in accordance with Section 6.2 (Invoicing and Payment).

4.22 Enterprise Users & Usage. Subscriptions may provide for all Users in an enterprise (school, college, corporation, partnership, non-profit organization, services organization, or other legal entity) to have access to the Product(s). The Order Form will define the enterprise and only Users from the enterprise will be provided access under the Subscription. If you provide access to non-Enterprise Users, You are obligated to pay an applicable per-User fee for the Product(s) for each non-Enterprise User in accordance with Section 6.2 (Invoicing and Payment).

4.23 Variable Users & Usage. Subscriptions may provide for variable charges accumulating over time based upon the incremental new Users accessing the Product(s). We will monitor the number of Users and incremental new Users accessing the Product(s) and invoice you according to the Order Form and Section 6.2 (Invoice and Payment) and/or provide the ability for you to purchase access to incremental new Users intermittently.

4.3 Your Responsibilities. You will (a) be responsible for Users’ compliance with this Agreement, (b) be responsible for the accuracy, quality and legality of Your Data and the means by which you acquired Your Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Product(s), and notify us promptly of any such unauthorized access or use, (d) use Product(s) only in accordance with the Documentation and applicable laws and government regulations, (e) use commercially reasonable efforts to ensure Users’ use our Product(s) only in accordance with our Terms and Conditions, and (f) comply with terms of service of Non- Ryzer Mindset Applications with which you use our Product(s).

4.4 Usage Restrictions. You will not (a) make any Product available to, or use any Product for the benefit of, anyone other than you or your Users, (b) sell, resell, license, sublicense, distribute, rent or lease any Product, or include any Product in a service bureau or outsourcing offering, (c) use a Product to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Product to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Product or third-party data contained therein, (f) attempt to gain unauthorized access to any Product or its related systems or networks, (g) permit direct or indirect access to or use of any Product in a way that circumvents a contractual usage limit, (h) copy a Product or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an Order Form or the Documentation, (j) frame or mirror any part of any Product, other than framing on your own intranets or otherwise for your own internal business purposes or as permitted in the Documentation, (k) access any Product in order to build a competitive product or service, or (l) reverse engineer any Product (to the extent such restriction is permitted by law).

4.5 Removal of Content and Non-Ryzer Mindset Applications. If we are required by a licensor to remove Content, or receive information that Content provided to You may violate applicable law or third-party rights, We may notify you and in such event you will promptly remove such Content from your systems. If we receive information that a Non-Ryzer Mindset Application hosted on a Service by you may violate applicable law or third-party rights, We may so notify you and in such event you will promptly disable such Non-Ryzer Mindset Application or modify the Non-Ryzer Mindset Application to resolve the potential violation. If you do not take required action in accordance with the above, We may disable the applicable Content, Service and/or Non-Ryzer Mindset Application until the potential violation is resolved.

5. THIRD PARTY PRODUCT & SERVICE PROVIDERS & NON-RYZER MINDSET APPLICATIONS

5.1. Acquisition of Third Party Products & Services. We or third parties may make available third-party products or services (e.g., Ryzer or Ryzer Recruit), including, for example consulting services relating to our Products. Any acquisition by you of such third party products or services, and any exchange of data between you and any third party service provider, is solely between you and the applicable third party service provider. We do not warrant or support third party products or services, whether or not they are designated by us as "certified" or otherwise, except as specified in an Order Form.

5.2. Non-Ryzer Mindset Applications and Your Data. You shall not install or enable a Non-Ryzer Mindset Application for use with our Products without our advance written consent unless the Non-Ryzer Mindset Application  is made available by us through our Services (e.g. Ryzer or Ryzer Recruit). Incident to any such consent, you hereby grant us permission to allow the provider of that Non-Ryzer Mindset Application to access Your Data as required for the interoperation of that Non-Ryzer Mindset Application with the Product(s). We are not responsible for any disclosure, modification or deletion of Your Data resulting from access by a Non-Ryzer Mindset Application.

6. FEES AND PAYMENT FOR PURCHASED PRODUCTS

6.1. Fees. You will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Product(s) purchased and not necessarily actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.

6.2. Invoicing and Payment. You will provide us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to us. If you provide credit card information to us, You authorize us to charge such credit card for all Purchased Products listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 12.2 (Term of Purchased Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice you in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information.

6.3. Overdue Charges. If any invoiced amount is not received by us by the due date, then without limiting our rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) we may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 6.2 (Invoicing and Payment).

6.4. Suspension of Service and Acceleration. If any amount owing by you under this or any other agreement for our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts you have authorized us to charge to your credit card), we may, without limiting our other rights and remedies, accelerate your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend our services to you until such amounts are paid in full. We will give you at least 10 days’ prior notice that your account is overdue, in accordance with Section 13.2 (Manner of Giving Notice), before suspending services to you.

6.5. Payment Disputes. We will not exercise our rights under Section 6.3 (Overdue Charges) or 6.4 (Suspension of Service and Acceleration) above if you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

6.6. Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). You are responsible for paying all Taxes associated with your purchases hereunder. If we have the legal obligation to pay or collect Taxes for which you are responsible under this Section 6.6, We will invoice you and you will pay that amount unless You provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against us based on our income, property and employees.

6.7. Future Functionality. You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features.

7. PROPRIETARY RIGHTS AND LICENSES

7.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, we and our licensors reserve all of our/their right, title and interest in and to the Products, including all of our/their related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.

7.2. License by us to use Products. We hereby grant you a royalty-free, non-exclusive, non-transferable, limited right and license to access, use, execute and deploy the Product(s) solely for the purposes set forth in herein and solely for the applicable subscription term subject to the restrictions set forth in this Agreement. The Products are owned and operated by Ryzer Mindset and provided to you pursuant to this license on an annual (or other defined term) subscription basis; Ryzer Mindset is not transferring ownership or title to the Products to you. The Products are made available solely for use by you and only according to the terms of this Agreement. Any reproduction, resale or redistribution of the Products that is not in accordance with this Agreement is expressly prohibited. The license granted hereunder may not be transferred by you to any third party without the consent of Ryzer Mindset, which consent shall not be unreasonably withheld if such transfer is a result of a change of ownership or control of your business.

7.3. You acknowledge that the Products and their related software are proprietary to Ryzer Mindset and/or its affiliates and are protected by copyrights, trademarks, service marks, patents and/or other proprietary rights and laws. You may not remove any proprietary notices or labels from any of the Products. You may not alter, modify, redistribute, sell, auction, decompile, reverse engineer, disassemble or otherwise reduce any of the Products to a human-readable form. You may not reproduce, distribute or create any derivative works based on the Products without expressly being authorized in writing to do so by Ryzer Mindset. Further, You may not rent, lease, grant a security interest in or otherwise transfer any rights to the Products. All rights not expressly granted in this Agreement are reserved to Ryzer Mindset and its affiliates.

7.4. The license granted hereunder entitles you to receive standard updates and support that Ryzer Mindset provides to all users of its Products, generally. Notwithstanding the previous sentence, Ryzer Mindset reserves the right to charge all of its users fees for any future versions of, or premium (i.e., charged for) upgrades to, the Products and Services. You understand that Ryzer Mindset may update or modify any of the Products and their related software at any time, but is under no obligation to inform you of any such updates or modifications. For the avoidance of doubt, unless Ryzer Mindset chooses to provide such updates or modifications to all of its users, this Agreement does not grant you any right, license or interest in or to any premium or "VIP" support, maintenance, improvements, modifications, enhancements or upgrades to the Products or their related software. To the extent that Ryzer Mindset supplies any updates or upgrades to you, they will be deemed to be subject to this Agreement.

7.5. ANY AND ALL CONTENT ON THE WEBSITES, SOFTWARE AND COMPUTER PROGRAMS ASSOCIATED WITH THE PRODUCTS ARE PROTECTED BY COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAWS. EXCEPT AS SPECIFICALLY PERMITTED HEREIN, NO PORTION OF THE INFORMATION OR CONTENT ON SUCH WEBSITES, SOFTWARE AND COMPUTER PROGRAMS MAY BE REPRODUCED IN ANY FORM, OR BY ANY MEANS, WITHOUT PRIOR WRITTEN PERMISSION FROM RYZER MINDSET. YOU AND ANY OTHER VISITOR OR USER ARE NOT PERMITTED TO MODIFY, DISTRIBUTE, PUBLISH, TRANSMIT OR CREATE DERIVATIVE WORKS OF ANY MATERIAL FOUND ON SUCH WEBSITES, SOFTWARE AND COMPUTER PROGRAMS FOR ANY PUBLIC OR COMMERCIAL PURPOSE.

7.6. License by Us to Use Content. We grant to you a worldwide, limited-term license, under our applicable intellectual property rights and licenses, to use the Product(s) acquired by you pursuant to Order Forms, subject to those Order Forms, this Agreement and the Documentation.

7.7. License by You to Host Your Data and Applications. You grant us and our Affiliates a worldwide, limited- term license to host, copy, transmit and display Your Data as necessary for us to provide the Products in accordance with this Agreement. Subject to the limited licenses granted herein, we acquire no right, title or interest from you or your licensors under this Agreement in or to Your Data or any Non-Ryzer Mindset Application or program code.

7.8. License by You to Use Feedback. You grant to us and our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Products any suggestion, enhancement request, recommendation, correction or other feedback or testimonials provided by you or Users relating to the operation of the Products, Content, or Services.

7.9. License by You to Use Data. You grant to us and our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Products your Data. Your Data will be made anonymous before it is aggregated into the Products.

8. CONFIDENTIALITY

8.1. Definition of Confidential Information. "Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data; Our Confidential Information includes the Products, Services, and Content; and Confidential Information of each party includes the Terms and Conditions, the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

8.2. Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this Section 8.2.

8.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

9. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

9.1. Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

9.2. Our Warranties. We warrant that (a) this Agreement, the Order Forms and the Documentation accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, (b) We will not materially decrease the overall security of the Purchased Products during a subscription term, (c) the Purchased Products will perform materially in accordance with the applicable Documentation, (d) subject to Section 5.2 (Non-Ryzer Mindset Applications and Your Data), We will not materially decrease the functionality of the Purchased Products during a subscription term, and (e) the Purchased Products will not introduce Malicious Code into Your systems. For any breach of an above warranty, Your exclusive remedies are those described in Sections 12.3 (Termination) and 12.4 (Refund or Payment upon Termination).

9.3. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND BETA SERVICES ARE PROVIDED "AS IS," EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.

10. MUTUAL INDEMNIFICATION

10.1. Indemnification by Us. We will defend you against any claim, demand, suit or proceeding made or brought against you by a third party alleging that the use of a Purchased Product in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a "Claim Against You"), and will indemnify you from any damages, attorney fees and costs finally awarded against you as a result of, or for amounts paid by you under a court-approved settlement of, a Claim Against You, provided you (a) promptly give us written notice of the Claim Against You, (b) give us sole control of the defense and settlement of the Claim Against You (except that we may not settle any Claim Against You unless it unconditionally releases you of all liability), and (c) give us all reasonable assistance, at our expense. If we receive information about an infringement or misappropriation claim related to a Product, We may in our discretion and at no cost to you (i) modify the Product so that it no longer infringes or misappropriates, without breaching our warranties under Section 9.2 (Our Warranties), (ii) obtain a license for your continued use of that Product in accordance with this Agreement, or (iii) terminate your subscriptions for that Product upon 30 days’ written notice and refund you any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content, a Non-Ryzer Mindset Application or your breach of this Agreement.

10.2. Indemnification by You. You will defend us against any claim, demand, suit or proceeding made or brought against us by a third party alleging that Your Data, or your use of any Product in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a "Claim Against Us"), and will indemnify us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by us under a court-approved settlement of a Claim Against Us, provided we (a) promptly give you written notice of the Claim Against Us, (b) give you sole control of the defense and settlement of the Claim Against Us (except that you may not settle any Claim Against Us unless it unconditionally releases us of all liability), and (c) give you all reasonable assistance, at your expense.

10.3. Exclusive Remedy. This Section 10 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 10.

11. LIMITATION OF LIABILITY

11.1 Limitation of Liability. NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 6 (FEES AND PAYMENT FOR PURCHASED PRODUCTS).

11.2. Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

12. TERM AND TERMINATION

12.1 Term of Agreement. This Agreement commences on the date you first accept it and continues until all subscriptions hereunder have expired or have been terminated.

12.2. Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The pricing during any automatic renewal term will be the same as that during the immediately prior term unless we have given you written notice of a pricing increase at least 60 days before the end of that prior term, in which case the pricing increase will be effective upon renewal and thereafter.

12.3. Termination. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

12.4. Refund or Payment upon Termination. If this Agreement is terminated by you in accordance with Section 12.3 (Termination), We will refund you any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination only if the services purchased have not yet been used (e.g., pre-purchase of TAP assessment credits). If this Agreement is terminated by us in accordance with Section 12.3, you will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve you of your obligation to pay any fees payable to us for the period and/or services used prior to the effective date of termination.

12.5. Your Data Portability and Deletion. Upon request by you made within 30 days after the effective date of termination or expiration of this Agreement, we will make the Your Data available to you for export or download as provided in the Documentation. After that 30-day period, We will have no obligation to maintain or provide Your Data, and may thereafter delete or destroy all copies of Your Data in our systems or otherwise in our possession or control as provided in the Documentation, unless legally prohibited.

12.6. Surviving Provisions. The Sections titled "Fees and Payment for Purchase Services," "Proprietary Rights and Licenses," "Confidentiality," "Disclaimers," "Mutual Indemnification," "Limitation of Liability," "Refund or Payment upon Termination," "Your Data Portability and Deletion," "Who You Are Contracting With, Notices, Governing Law and Jurisdiction," and "General Provisions" will survive any termination or expiration of this Agreement.

13. WHO YOU ARE CONTRACTING WITH, NOTICES, GOVERNING LAW AND JURISDICTION

13.1. General.

The governing law is: Iowa

The courts having exclusive jurisdiction are: state courts located in Polk County, Iowa.

You are contracting with: Ryzer Mindset, LLC

Notices should be addressed to:

Ryzer Mindset, LLC
PO Box 3868
Urbandale, Iowa 50323

13.2. Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Billing-related notices to you shall be addressed to the relevant billing contact designated by you. All other notices to you shall be addressed to the relevant Products’ system administrator designated by you.

13.3. Agreement to Governing Law and Jurisdiction. Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.

13.4. No Agency. For the avoidance of doubt, We are entering into this Agreement as principal and not as agent for any other Affiliate company. Subject to any permitted Assignment under Section 14.2, the obligations owed by us under this Agreement shall be owed to you solely by us and the obligations owed by you under this Agreement shall be owed solely to us.

14 GENERAL PROVISIONS

14.1. Entire Agreement and Order of Precedence. This Agreement is the entire agreement between you and us regarding your use of Products and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any term or condition stated in your purchase order or in any other of your order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation.

14.2. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, We will refund to you any prepaid fees covering the remainder of the term of all subscriptions. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

14.3. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

14.4. Publicity. During the term of this Agreement, We shall be permitted to identify you as a customer. With prior written consent, we shall be permitted to use your name and additional content in news releases, articles, brochures, marketing materials, advertisements and other publicity or promotions, and to hyperlink from our Web site to your home page. No specific consideration or endorsement fee shall be required for this right

14.5. Third-Party Beneficiaries. Our Content licensors shall have the benefit of our rights and protections hereunder with respect to the applicable Content. There are no other third-party beneficiaries under this Agreement.

14.6. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

14.7. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.