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IMPORTANT- PLEASE READ THE TERMS AND CONDITIONS OF THIS USER LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY. BY CLICKING ON THE "I AGREE" BOX, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. IF YOU DO NOT AGREE, CLICK ON THE “CANCEL” BUTTON BELOW, AND YOU WILL NOT BE ABLE TO ACCESS THE SYSTEM OR RELATED HOSTED DATA. This Agreement constitutes a legal agreement between you, either an individual or a legal entity ("you" or "your"), and Jericho Ventures, LLC, d/b/a MindArmor, a Minnesota Limited Liability Company ("we," "us" or "our"). Its terms and conditions govern your use of our software, training tools, online documentation, daily tune-ups, database, forms, reports, and all third-party software, hardware and systems made available to you (collectively the “System”) in order to access, view, train and edit online our System, and any customer data (“Customer Data”)belonging to any customer with whom we have a Software License Agreement (“Customer”) that is hosted and made available to you through the System. LICENSE GRANT. Subject to the terms and conditions of this Agreement, we hereby grant you a nonexclusive, non-transferable, terminable and limited license, without right of sublicense, transfer or assignment, to use the System only to access, view, train and/or edit, if applicable, as permitted by your user ID and password, online the forms or reports, portions of the System and Customer Data for Customer’s personal purposes only. Your license may be terminated at any time by us, as provided in the termination section below. RESTRICTIONS ON USE. You may not reproduce or download the System or any related Customer Data, in whole or in part, unless we give you express written permission. You may not modify, create derivative works of or distribute the System or Customer Data, except as expressly permitted herein. You may not attempt to reverse engineer, decompile, disassemble, or otherwise access the source code for, the System or any component thereof, except and to the extent permitted by law. You may not use the System, including, but not limited to, the training tools, MindArmor daily Tune-Ups, or other related information, in whole or in part, for the benefit (financial or otherwise) of any other party, and similarly may not copy or reproduce same, both during or after the termination of the license grant above-described. You may not permit any third party to access the System or Customer Data. You may not transmit the System or Customer Data to a third party, in whole or in part, electronically or by any other means. You may not access the System via any means other than over the Internet using our website and supporting technology. OWNERSHIP. You acknowledge and agree that we and our licensors retain ownership of all right, title and interest (including, all patent, copyright, database rights, internet domain names, get-up, logos, trademark, trade secrets and other intellectual property rights) in and to, the System and any related software, training tools or related materials, and any authorized copies thereof, and that you will have no rights in and to the System or Customer Data, except those expressly granted under this Agreement. PASSWORDS. You will create and be issued a password and identification number (“ID”). The first time you sign on to the System you will be asked for your acceptance of this Agreement via a sign up screen. You may use the ID issued to you to access and use the System and Customer Data only as expressly permitted under this Agreement. You are solely responsible for maintaining the confidentiality of any username and password that you choose or is chosen by your web administrator on your behalf, to access this website as well as any activity that occurs under your username/password. YOUR WARRANTY. You represent and warrant that: (a) all information supplied by you during the registration process is true, accurate, current and complete; (b) you will not register under the name of, or attempt to enter or use the System or Customer Data under an ID other than your own ID; and (c) you will comply with the terms and conditions of this Agreement. You will be responsible for complying with and for preserving the confidentiality of your ID and you will be liable for any use of your ID to access or use the System or Customer Data, whether or not, you know of such access or use. You agree to immediately notify us of any known or suspected unauthorized use of your password. DISCLAIMER OF WARRANTY. EXCEPT AS EXPRESSLY CONTAINED IN THIS AGREEMENT, THE SYSTEM AND ACCESS TO THE CUSTOMER DATA ARE LICENSED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES WHATSOEVER, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING, COURSE OF PERFORMANCE, AND USAGE OF TRADE. WE AND OUR LICENSORS HEREBY DISCLAIM ANY DUTY OR COMMITMENT TO PROVIDE ANY FIX OR CORRECTION TO ANY PROBLEM, BUG, DEFECT OR DEFICIENCY IN THE SYSTEM OR CUSTOMER DATA. WE AND OUR LICENSORS DO NOT WARRANT THAT THE SYSTEM AND CUSTOMER DATA WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN THE SYSTEM WILL BE CORRECTED, OR THAT THE SYSTEM IS COMPATIBLE WITH ANY PARTICULAR SOFTWARE OR BROWSER. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES SO THEY MAY NOT APPLY TO YOU. LIMITATION OF LIABILITY. NEITHER WE NOR OUR LICENSORS WILL BE LIABLE TO YOU (OR TO ANY PERSON CLAIMING UNDER OR THROUGH YOU) FOR ANY LOSS OF GOODWILL, WORK STOPPAGE, LOST OR CORRUPTED DATA, LOST PROFITS, LOST SAVINGS, LOST REBATES, LOST BUSINESS OR LOST OPPORTUNITY (WHETHER ARISING DIRECTLY OR INDIRECTLY), CLAIMS FOR EMOTIONAL DISTRESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, TREBLE OR EXEMPLARY LOSSES OR DAMAGES (IRRESPECTIVE OF THE NATURE OR THEORY OF LIABILITY WHICH MAY GIVE RISE TO SUCH LOSSES OR DAMAGES), TOGETHER WITH ALL LEGAL AND OTHER PROFESSIONAL COSTS OR EXPENSES WHICH ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, TERMINATION OF THIS AGREEMENT. WE WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR THE CONTENT OF ANY COMMUNICATION YOU POST TO THIS WEBSITE, OR FOR ANY ERORS OR VIOLATIONS OF ANY LAWS OR REGULATIONS BY YOU. THIS LIMITATION OF LIABILITY PROVISION CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT, AND WE WOULD NOT LICENSE THE SYSTEM AND CUSTOMER DATA TO YOU WITHOUT SUCH LIMITATION. CONFIDENTIALITY. Any information or materials provided by us to you, including, without limitation, the System and the Customer Data, will be considered confidential and proprietary information (“Confidential Information”). You agree to protect the Confidential Information from unauthorized use or disclosure during the term of this Agreement and thereafter, and you agree not to disclose to any third party such Confidential Information except as expressly permitted hereunder. We will maintain all information and materials provided by you pursuant to the terms of our Privacy Policy. We have the right to review your communication on this website to determine whether you comply with the terms of this Agreement. INTERLOCUTORY/INJUNCTIVE RELIEF. You agree that we may seek remedies before a court of any competent authority of any interlocutory or injunctive relief in relation to any breach of this Agreement or infringement by you of our rights, without showing or proving any actual damage, and will have the right to recover our legal and other professional fees and expenses, and other costs incurred in obtaining such equitable relief. TERMINATION. This Agreement will automatically terminate, without notice, if and when you fail to comply with the terms hereof, and in any event when Customer ceases to have the right to use the System. You may terminate this Agreement at any time with written notice to us; provided, however, that such written notice of termination shall not obligate us to refund a portion or all of the license fee paid hereunder. Upon any termination of this Agreement, your license to the System and Customer Data will automatically terminate, your ID will be immediately disabled, and you must destroy any and all copies you have of the System, training tools, Customer Data, and daily tune-ups, in whole or in part, in all forms and formats. This and the prior sentence and the provisions of the Sections entitled “Restrictions on Use,” “Ownership,” “Disclaimer of Warranty,” “Limitation of Liability,” “Confidential Information,” “Interlocutory/Injunctive Relief,” and “General Provisions” hereof will survive the expiration or any termination of this Agreement. GENERAL PROVISIONS. This Agreement constitutes the entire and exclusive agreement between you and us with respect to the subject hereof and supersedes and replaces any and all prior and contemporaneous agreements, understandings, promises and representations, oral or written, made by either party to the other concerning the subject matter hereof. This Agreement may only be amended or modified in a writing duly executed by representatives of both parties. This Agreement may not be assigned or transferred by you except with our prior written consent. We may assign this Agreement at our discretion. Any prohibited assignment is null and void. This Agreement is governed by the laws of the State of Minnesota, excluding its choice of law rules. Any claim arising from or related to this Agreement must be brought in the state or federal courts located in St. Paul, Minnesota, USA. The parties expressly disclaim the application of the United Nations Convention on the International Sale of Goods to this Agreement. If any provision of this Agreement is found to be unenforceable or invalid by a court of competent jurisdiction, such provision will be interpreted so as to best accomplish the objectives of such provision and the remainder of this Agreement will remain valid. Any indulgence or waiver of any breach of any term or any condition of this Agreement will not be construed as a waiver of any subsequent breach of any term or condition of this Agreement.

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