ACKNOWLEDGMENT AND ACCEPTANCE OF AGREEMENT. This End User Click-Through License Agreement (“Agreement”) is between you (“End User” or “you”) and Leadership Studies, Inc., doing business as The Center for Leadership Studies (“CLS”). This Agreement sets forth the terms and conditions applicable to End User’s access to and use of the CLS’ content and related materials including, but not limited to participant materials, handouts, online or electronic documentation and electronic media (“CLS Content”) available through NovoEd Inc. (the “Platform”). By clicking the acceptance button and/or accessing or otherwise using the CLS Content, End User acknowledges that they are at least 18 years of age, and has read this Agreement, understands the Agreement, and agrees to be bound by the terms and conditions set forth herein.

2. GRANT OF LICENSE. CLS grants to End User a personal, non-exclusive, non-transferable license to access the CLS Content and its materials for End User’s personal education and training. The license also permits End User to download and print for personal use the printable participant material (i.e., Handouts) provided under the relevant lesson or courses section. End User shall not download, copy or print any materials from the Platform which are not included under this license. End User may not use CLS Content for any commercial purpose. CLS reserves all rights not expressly granted under this Agreement. CLS may terminate this license at any time.

3. OWNERSHIP OF CLS CONTENT AND MATERIALS. CLS shall retain all rights, title, and interest in all and any CLS Content, including, without limitation, all patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill, and confidential and proprietary information. You have no interest in CLS Content except as explicitly stated in this Agreement.

4. PAYMENT. You acknowledge that access to the CLS Content is only available to paid users, and all fees associated with your access have been paid. CLS reserves the right, at its discretion, to offer a discounted or no-cost trial period to use or access the CLS Content on the Platform. Trial periods are subject to the terms of this Agreement

5. RESTRICTIONS. End User MAY NOT duplicate, reproduce, replicate, publish, display, sell, download (except as permitted under Section 2), assign, sublicense, rent, lease, distribute, transfer or otherwise make commercial use of the CLS Content. Additionally, End User may not modify or create a derivative work of CLS Content and shall not remove, alter, or obscure any product identification, copyright, or other intellectual property notices in the CLS Content. ANY UNAUTHORIZED REPRODUCTION, TRANSFER, REDISTRIBUTION, USE, OR FAILURE TO COMPLY WITH THE ABOVE RESTRICTIONS WILL RESULT IN AUTOMATIC TERMINATION OF THIS LICENSE AND WILL CONSTITUTE GROUNDS FOR CLS, IN ITS SOLE DISCRETION, TO TERMINATE END USER’S ACCESS TO THE CLS CONTENT OR OTHERWISE TAKE APPROPRIATE JUDICIAL ACTION AGAINST END USER.

6. THIRD PARTY PRODUCTS AND SERVICES. Certain third-party providers offer products and services related to the CLS Content provided under this Agreement, including delivery or facilitation and other consulting services related to End User’s use of the CLS Content. Additionally, certain Materials may be designed to work in conjunction with non-CLS products owned by third parties (“Third Party Materials”). The use of Third Party Materials, except as for its intended use in conjunction with the CLS Content, is prohibited. CLS does not warrant any such third-party providers or any of their products or services, whether or not such products or services are designated by CLS as “certified,” “validated,” or otherwise. CLS MAKES NO REPRESENTATIONS OR WARRANTIES AND PROVIDES NO INDEMNIFICATION OR REPLACEMENT COVENANTS OF ANY KIND WITH RESPECT TO THIRD PARTY PRODUCTS AND/OR SERVICES.

7. DISCLAIMER OF WARRANTIES. CLS warrants that the physical medium, if any, on which the CLS Content is provided to End User will be free from defects upon receipt. Notwithstanding anything else in this Agreement, neither party shall be liable for any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of data, business interruption or loss of profits, arising out of the use of or the inability to use the CLS Content. CLS makes no representation or warranty, and expressly disclaims any liability with respect to the CLS Content, including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights or the disclosure of confidential information.

8. LIMITATION OF LIABILITY. To the extent permitted by law, each party’s total, cumulative liability arising out of or related to this Agreement and the products and services provided under it, whether based on contract, tort (including negligence), or any other legal or equitable theory, will be limited to the amounts paid by End User for use of the products or provision of the services giving rise to the claim during the 12-month period preceding the first event giving rise to liability. The existence of more than one claim will not enlarge this limit. The foregoing limitation of liability shall not apply to: (a) End User’s obligation to pay for products, services or taxes; (b) a party’s obligations regarding indemnification; and (c) infringement by a party of the other party’s intellectual property rights. As provided by law, nothing herein shall be intended to limit a party’s liability in an action in tort, separate and distinct from a cause of action for breach of this Agreement, for the party’s gross negligence or willful misconduct.

9. INDEMNIFICATION. End User shall indemnify, hold harmless and defend CLS, its directors, officers, employees and agents from and against any claim, liability or cause of action arising from End User’s use or access of CLS Content other than in accordance with the terms of this Agreement.

10. SEVERABILITY. In the event that any provision of this Agreement is declared or found to be illegal by any court or tribunal of competent jurisdiction, such provision shall be null and void with respect to the jurisdiction of that court or tribunal and all the remaining provisions of this Agreement shall remain in full force and effect.

11. MODIFICATION. CLS reserves the right to modify, change, and supplement this Agreement at any time for any reason. You agree that your continued use of the CLS Content following any such modifications, changes, or supplementations indicates your acceptance.

12. COMPLETE AGREEMENT. This Agreement constitutes the complete and exclusive statement of agreement between End User and CLS with regard to End User’s access to and use of the CLS Content and supersedes any and all prior or contemporaneous representations, proposals and agreements, verbal or written.

13. BINDING EFFECT OF ELECTRONIC AGREEMENT. You will submit this Agreement electronically and agree the electronic version of the Agreement shall have the same legally binding effect as an original paper version would have.