This Platform End User Terms and Conditions (the “Terms”) create a legal binding agreement between you (“You” or “Your”), the person accessing the Platform (as defined below), and ClipTraining, Inc., a Florida corporation (the “Provider”).

BY INDICATING YOUR ACKNOWLEDGEMENT OF THESE TERMS BY CHECKING THE ACKNOWLEDGEMENT BOX AND ACCESSING THE PLATFORM, YOU ARE ACCEPTING AND AGREEING TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ARE REPRESENTING AND WARRANTING TO THE PROVIDER THAT YOU ARE OF LEGAL AGE AND HAVE THE RIGHT, POWER, AND AUTHORITY TO THIS AGREEMENT, AND ARE CURRENTLY EMPLOYED WITH THE PERSON OR ENTITY DESIGNATING YOU AS AN AUTHORIZED USER AND PROVIDING YOU WITH CREDENTIALS TO ACCESS THE PLATFORM.

Your access to the Platform is based on the Provider’s arrangements with the Reseller (the service provider providing information technology and other services to Your employer (“Your Employer”)), and Your Employer’s arrangements with that Reseller. To access the Platform, Your Employer must designate You as an Authorized User of the Platform by providing You with a login and password or other user credentials enabling You to access the Platform and You must agree to be bound by the terms and conditions of these Terms.

IF YOU DO NOT AGREE TO, OR ARE NOT QUALIFIED TO AGREE TO, THE TERMS OF THIS AGREEMENT, THEN DO NOT ACCEPT THIS AGREEMENT AND YOU WILL NOT BE BOUND BY IT, THE PROVIDER WILL NOT PROVIDE YOU WITH ACCESS TO THE PLATFORM, AND YOU WILL NOT BE AUTHORIZED TO ACCESS THE PLATFORM.

Definitions. For purposes of these Terms, capitalized terms shall have the meaning set forth in Exhibit A and as may be elsewhere defined in these Terms.

Access. Subject to and conditioned upon Your compliance with all terms and conditions set forth in these Terms, You are granted access to the Platform, the CT Content, and, to the extent made available to you by Your Employer or the Reseller, Your Employer Content solely for Your Employer’s ordinary and normal course of business, excluding, for all purposes, sublicensing or granting any other Person access to, or the right to use, all or any part of the Platform or the CT Content. Access to the Platform may not be shared, including, without limitation, via the use of one username or login credential by more than one Person. You shall immediately notify (via the message function of the Platform) if You discover or reasonably suspect that any unauthorized or improper use of Your login credentials or of the Platform has occurred, or if Your login credential has been lost, stolen, or become known to any unauthorized Person. If the Reseller or the Provider believes Your login credential to be insecure or to have been used inappropriately, the Reseller or the Provider may immediately cancel (permanently or temporarily) Your login credential and thereafter provide notice to You and a replacement login credential if appropriate.

The Platform may include Content that is owned by Persons other than Your Employer, the Reseller, or the Provider and that are provided to You on terms and conditions (the “Third-Party Licenses”) that are in addition to or different from those contained in these Terms. Upon notice of the existence and terms of each Third-Party License You shall comply with same. Any breach by You of any such Third-Party License after notice shall be a breach of these Terms.

Restrictions. You shall not, directly or indirectly:

(A) use the Platform or CT Content in a way that is inconsistent with these Terms,

(B) copy, modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of all or any part of the Platform or the CT Content,

(C) combine the Platform, the CT Content, or any part thereof with, or incorporate the Platform, the CT Content, or any part thereof into, any other programs, intellectual property, or services,

(D) copy, reproduce, modify, translate, transmit, reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code or object code of all or any part of the Platform or the CT Content,

(E) remove, delete, alter, obscure, or attempt to circumvent any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notice, proprietary codes, means of identification, digital rights management information, or terms and conditions on, in or in relation, or provided with the Platform or any CT Content,

(F) add, upload or include any copyright notices or other intellectual property notices or information other than those of the Provider,

(G) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available all or any part of the Platform or the CT Content, or any features or functionality thereof, to any Person for any reason or by any means, including, without limitation, via the Internet, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service,

(H) share access to the Platform with others, including, without limitation, sharing Your or another Person’s username and password or other login credentials,

(I) use the Platform or the CT Content in violation of any law, regulation, or rule,

(J) use the Platform or the CT Content for purposes of competitive analysis of the Platform or the CT Content, the development of a competing software product or service, or any other purpose that is to Provider’s commercial disadvantage, or

(K) interfere with any other customer’s or user’s access to, or use of the Platform or any CT Content, or with its security, facilitate an attack or disruption of the Platform or any CT Content, including, but not limited to, a denial of service attack, unauthorized access, penetration testing, crawling or distribution of malware (including viruses, trojan horses, worms, time bombs, spyware, adware and cancelbots), cause an unusual increase or spike in Your use of the Platform or any CT Content that negatively affects operation of the Platform or any part of the CT Content, or submit any information that is not authorized or contemplated in Your authorized access of the Platform and the CT Content.

Employer Content. This Section shall apply at and after You make any Content available via the Platform. You, individually and on behalf of Your Employer, grant to the Provider, and its vendors, and contractors a fully paid perpetual license to all Content You upload to, or otherwise make available via, the Platform together with all intellectual property rights contained therein or that pertain thereto (collectively being the “Employer Content”), to copy, publish, perform, display, distribute, use, and exercise each and every other right that is necessary or advisable to operate the Platform with and for, and to provide access to, the Employer Content (the “Employer Content License”).

For each component of Employer Content that is provided via a third-party platform or streaming service, You, individually and on behalf of Your Employer, also: (A) grant and extend to Provider and its vendors the rights and benefits under Your or Your Employer’s agreement and arrangements with such platform or streaming service as may be necessary or advisable to operate the Platform and make the Employer Content available via it, and (B) shall take such actions and provide such information (including account information and passwords) as may be requested by the Provider and its vendors to enable each of them to access or utilize such platform or streaming service to exercise the rights granted by the Employer Content License and fulfill the obligations to Your Employer.

Neither the Provider, nor the Reseller or their individual or collective vendors shall have any obligation to store, backup, develop, enhance, promote, create, or recreate any Employer Content or to pay any Person any fees, costs, taxes, assessments, or other charges arising from or as a result of Provider, its vendors or contractors making Employer Content available via the Platform.

You represent and warrant to the Provider that You, individually or on behalf of Your Employer, have the full right, power and authority to grant the Employer Content License and that, to Your knowledge: (X) utilizing each component of Employer Content for or in connection with the Platform will not infringe or violate the intellectual property or other rights of any other Person, and will not injure, harm or cause damage to Provider or any other Person, and (Y) the Employer Content does not, alone or in connection with the Platform, infringe the intellectual property rights of any other Person and will not injure, harm or cause damage to Provider or any other Person.

If the Reseller or the Provider receive any complaint or allegation that the utilization of Employer Content for or in connection with the Platform violates any Intellectual Property Right or other right of another Person, the Provider may remove all or any portion of the Employer Content without notice to You.

Improvements. All information, data, ideas, and outcomes that are conveyed or communicated by You to the Reseller or the Provider that concern or relate to any improvement, non-compliance, supplement, change, revision, or amendment to, or the performance, utilization, or results of, any product or service offered by the Provider or any related product or service, may be utilized by the Provider, its vendors, and contractors in any manner or form without restriction and without compensation to You.

Intellectual Property Rights. You acknowledge and agree that You do not have and will not acquire any ownership interest in the Platform or any CT Content under these Terms, or any other rights therein or thereto, and Your sole right is to access the Platform in accordance with, and subject to all terms, conditions, and restrictions of, these Terms. The Provider and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Platform and the CT Content and all Intellectual Property Rights contained therein, pertaining thereto, or arising out of or relating to the Platform or the CT Content. You shall use commercially reasonable efforts to safeguard the Platform and the CT Content from infringement, misappropriation, theft, misuse, or unauthorized access. You shall promptly notify Provider if You become aware of any infringement of Provider’s Intellectual Property Rights in the Platform or the CT Content and fully cooperate with Provider in any legal action taken by Provider to enforce its rights, including its Intellectual Property Rights.

Term. These Terms shall be effective upon Your acceptance of these terms and continue until terminated by You or the Provider by notice to the other.

Suspension Delay or Cancellation of Services. Notwithstanding any other provision of these Terms and without limiting any of Provider’s other rights or remedies under these Terms, at law, or otherwise, Provider may in its absolute discretion and without terminating these Terms temporarily suspend the performance of any or all of its obligations under these Terms, or modify the Platform, or remove, replace, or revise all or any part of the CT Content at any time and from time to time for any reason whatsoever.

NO WARRANTY. ACCESS TO AND USE OF THE PLATFORM AND THE CONTENT IS AT YOUR SOLE RISK AND IS PROVIDED “AS IS, WHERE-IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. PROVIDER HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PLATFORM AND THE CONTENT, AND EACH OTHER SERVICE OR PRODUCT IT MAY PROVIDE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, (B) ANY WARRANTY OF NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR MORAL RIGHTS, (C) ANY WARRANTY THAT THE PLATFORM, THE CONTENT, OR ANY OTHER COMPONENT WILL BE AVAILABLE AT ALL TIMES OR AT ANY PARTICULAR TIME, AND (D) ANY WARRANTY CONCERNING ANY THIRD PARTY PROVIDED UTILITIES, PRODUCTS OR SERVICES (e.g., YouTube, Vimeo, Azure, or any other cloud or platform service providers, or access to the Internet).

UTILIZATION OF, AND ACCESS TO, THE PLATFORM AND THE CONTENT IS SUBJECT TO THE AVAILABILITY OF PRODUCTS AND SERVICES THAT ARE UNDER THE CONTROL OF PERSONS OTHER THAN PROVIDER AND ANY OR ALL OF THEM COULD BE UNAVAILABLE AT ANY PARTICULAR TIME OR TIMES AND PROVIDER DOES NOT HAVE ANY RESPONSIBILITIES OR OBLIGATIONS RELATING TO ANY OF THEM.

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE PROVIDER SHALL CREATE A WARRANTY. SHOULD THE PLATFORM OR THE CONTENT PROVE DEFECTIVE, YOU ASSUME THE ENTIRE RISK ARISING THEREFROM OR IN CONNECTION THEREWITH.

LIMITATION OF LIABILITY AND DAMAGES. IN NO EVENT SHALL THE PROVIDER BE LIABLE TO YOU OR ANY PERSON, ENTITY, OR ASSOCIATION CLAIMING BY OR THROUGH YOU FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF SERVICES, BUSINESS, OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION, OR BREACHES IN SYSTEM SECURITY, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR ACCESS OF OR INABILITY TO ACCESS OR USE THE PLATFORM OR THE CONTENT, OR ANY OTHER SERVICE OR PRODUCT DIRECTLY OR INDIRECTLY PROVIDED OR MADE AVAILABLE BY THE PROVIDER, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL THE COLLECTIVE AGGREGATE LIABILITY OF THE PROVIDER OR ANY OF ITS AFFILIATES UNDER OR IN CONNECTION WITH THESE TERMS, THE PLATFORM, OR ANY CONTENT, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE (EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY), EXCEED THE AMOUNT OF ONE THOUSAND DOLLARS ($1,000.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE-STATED REMEDY FAILS FOR ITS ESSENTIAL PURPOSE.

Entire Agreement, Waiver, Amendment, Captions, and Partial Invalidity. These Terms set forth the complete agreement between the parties regarding the Platform and the Content and supersedes all prior or contemporaneous agreements, understandings, or communications (whether written or oral). No alteration, amendment, change or addition to these Terms shall be binding upon any party unless the parties are notified in writing of the alteration, amendment, change or addition via the Platform and the alteration, amendment, change or addition is subsequently accepted by the party to be charged. These Terms, as altered, amended, changed, or added to, will be available for review by You on the Platform. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. The captions and paragraph letters appearing in these Terms are inserted only as a matter of convenience. They do not define, limit, construe or describe the scope or intent of the provisions of these Terms. Failure by either party to enforce any right under these Terms will not waive that right. Each term or provision of these Terms shall be valid and enforced to the fullest extent permitted by law. If any term or provision of these Terms or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid or unenforceable, then the remainder of these Terms and the application of each such term or provision to another Person or circumstance shall be unaffected thereby.

Assignment and Successors. You may not assign or otherwise transfer any of Your rights or delegate or otherwise transfer any of Your obligations or performance under these Terms, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Provider’s prior written consent, which consent Provider may give or withhold in its sole discretion. No delegation or other transfer will relieve You of any of Your obligations or performance under these Terms. Any purported assignment, delegation, or transfer in violation of this Section is void. Provider may assign or transfer all or any of its rights or delegate or otherwise transfer all or any of its obligations or performance under these Terms without Your consent. These Terms are binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

Notices. Any notices hereunder shall be in writing and shall be deemed to have been given (A) when transmitted to You via the Platform, or (B) on the fifth day after the date mailed postage prepaid to the party at its address for notices. Either party may change its physical address or email address for notices in the manner set forth herein.

Applicable Law and Jurisdiction. These Terms shall be construed and governed under and by the laws of the State of Florida without regard to its conflicts of law provisions. Provider and You agree to submit to the personal and exclusive jurisdiction and venue of the federal and state courts located within Orange County, Florida, to resolve any dispute or claim arising from these Terms.

Third-Party Beneficiaries. There are no intended, express, or implied third-party beneficiaries to these Terms.

Attorneys’ Fees. In the event any litigation, mediation, arbitration, or controversy between the parties hereto arises out of or relates to these Terms, the Platform, or any Content, the prevailing party in such litigation, mediation, arbitration, or controversy shall be entitled to recover from the other party all reasonable attorneys’ fees, expenses, and suit costs, including attorneys’ fees, expenses and suit costs associated with any appellate proceedings and any post-judgment collection proceedings.

WAIVER OF JURY TRIAL. WE EACH KNOWINGLY AND VOLUNTARILY WAIVE ALL OF OUR INDIVIDUAL AND COLLECTIVE RIGHTS TO A TRIAL BY JURY ON ANY AND ALL ISSUES PERTAINING TO OR ARISING OUT OF THESE TERMS, THE PLATFORM, OR ANY CONTENT.

Force Majeure. Provider will not be responsible or liable to You, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, pandemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning, or Your equipment, loss and destruction of property, or any other circumstances or causes beyond Provider’s reasonable control.

Survival. Except for Section 2 (entitled “Access”), these Terms shall survive termination and continue in full force and effect thereafter.

Exhibit A to Platform End User Terms and Conditions

Basic Library means the Content that the Reseller or the Provider makes available from time to time as Basic Library components via the Platform.

Content means videos, training materials, documents, data, other digital assets, or other materials.

CT Content means Basic Library and, to the extent enabled for Your Employer, the Extended Library but excludes Employer Content.

Extended Library means Content that: (1) the Reseller or the Provider makes available from time to time as Extended Library components via the Platform and are not Basic Library and not Employer Content, and (2) for which the Reseller has directed Provider to make available via the Platform to the applicable Customer.

Intellectual Property Rights means any and all registered and unregistered rights arising, granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights to exclude or forms of protection, in any part of the world.

Reseller means that certain service provider who is a party to that certain Reseller Agreement with the Provider with respect to, among other things, allowing the Reseller to resell access to the Platform and the CT Content and who has entered an agreement with Your Employer to provide information technology related services, including the ability for you, as an authorized user, to access the Platform and the Content accessible therefrom.

Person means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

Platform means the Internet accessible computing and streaming platform and service made available by or for Provider that enables the Reseller and Your Employer to upload or stream (utilizing a third-party platform or streaming service) and to make available, CT Content and, if uploaded by the Reseller or Your Employer, the Reseller’s or Your Employer’s Content, all as may be modified, updated, enhanced, or replaced from time to time, in the sole discretion of the Provider.