Terms of Use

1. User's Acknowledgement and Acceptance of Terms of Use.

BEFORE YOU USE THE HOSTED SERVICE SUBJECT TO THESE TERMS OF USE ("TERMS"), PLEASE READ THIS DOCUMENT CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN COACH MAX AZ LLC DBA TRAINING THINK TANK. (REFERRED TO AS "OUR", "US", "WE", "THE COMPANY" OR "TRAINING THINK TANK") AND YOU OR THE ENTITY THAT YOU REPRESENT ("YOU", "YOUR", "YOURSELF", OR "INDIVIDUAL AND/OR BUSINESS ") WHICH GOVERNS YOUR USE OF OUR INTERNET-BASED SUBSCRIPTION MANAGEMENT AND BILLING SOFTWARE SERVICE (THE "HOSTED SERVICE"). YOUR USE OF THE HOSTED SERVICE (AS DEFINED BELOW) IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. BY USING THE HOSTED SERVICE IN ANY MANNER (AS APPLICABLE) (I) YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY, AND A PARTY TO, THESE TERMS OF HOSTED SERVICE (TOGETHER WITH ANY ADDITIONAL TERMS ON YOUR SELECTED PLAN, COLLECTIVELY THE "AGREEMENT") TO THE EXCLUSION OF ALL OTHER TERMS, AND (II) YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND CUSTOMER. YOUR REMEDY FOR DISSATISFACTION WITH THE TRAINING THINK TANK SERVICE IS TO STOP USING THE TRAINING THINK TANK SERVICE. YOUR AGREEMENT WITH TRAINING THINK TANK REGARDING COMPLIANCE WITH THESE TERMS OF USE BECOMES EFFECTIVE IMMEDIATELY UPON YOUR COMPLETION OF THE REGISTRATION PROCESS TO THE HOSTED SERVICE.

2. Definitions.

2.1 "Affiliates" means an entity that directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with a party of this Agreement, by way of majority voting equity ownership. Affiliates DO NOT include clients of TRAINING THINK TANK who have signed up for the Partner Program.

2.2 "Customer Data" means all electronic data or information submitted by the Individual and/or Business, or its Customers or Affiliates to, and stored by, the Hosted Service.

2.3 "Documentation" means the reference, administrative and user manuals which are published by TRAINING THINK TANK and provided by TRAINING THINK TANK to Individual and/or Business with the Hosted Service, which may be updated from time-to-time, but excluding any sales or marketing materials.

2.4 "Electronic Communications" means any transfer of signs, signals, text, images, sounds, data or intelligence of any nature transmitted in whole or part electronically received and/or transmitted through the Hosted Service.

2.5 "Initial Term" means the first month, excluding any renewal terms.

2.6 "Registration Process" means the process in which Customer creates an account by providing Customer's information and login information on the TRAINING THINK TANK website and clicking the "Create my account" button at the bottom of the page.

2.7 "Plan" means the collection of Hosted Services chosen at an agreed upon price through the Registration Process.

2.8 "Term" means the Initial Term of one month and any renewal terms.

2.9 "3rd Party Applications" means online, Web-based applications or services and offline software products that are provided by 3rd parties, and interoperate with the Hosted Service.

2.10 "Payment Gateway Service Provider" means the 3rd Party Application that connects to the Hosted Service for the purpose of credit card payment processing. TRAINING THINK TANK utilizes the services of Stripe, and/or Paypal as necessary 3rd Party Applications for the processing of all credit card transactions made through the Hosted Service.

2.11 “Customer” means any individual person, persons or Individual and/or Business entity that purchases products or services from the Individual and/or Business and utilizes the Hosted Service to facilitate payment to the Individual and/or Business.

2.12 “Monthly Fees” means the set fee that the Individual and/or Business agreed to pay each month by completing the Registration Process. The Monthly Fee is charged each month regardless of the number of transactions made by the Individual and/or Business.

2.13 “Transaction Fees” means the fee that is accumulated based on each transaction made on behalf of the Individual and/or Business and charged as a percentage of those transactions. The specific rate charged on each transaction is the rate agreed to by the Individual and/or Business at the completion of the Registration Process.

3. General Terms of Access to the Hosted Service.

3.1 License. Subject to the terms of this Agreement and payment of the applicable fees, you are granted a nonexclusive, nontransferable right during the Term (as defined in Section 2.8 - Term) to use the Hosted Service subject to the terms, conditions and restrictions set forth in these Terms and any other restrictions stipulated to you in the Agreement or by us in writing.

3.2 Commencement of Term. The Term of this Agreement shall commence as of the date you first register for, access or use the Hosted Service, and shall continue until terminated as set forth in Section 13 - Termination With or Without Cause, Expiration.

3.3 Individual and/or Business Must Have Internet Access. DSL, cable or another high-speed Internet connection is required for proper transmission of the Hosted Service. You are responsible for procuring and maintaining the network connections and all software and equipment that may be necessary to connect your network to the Hosted Service, including, but not limited to, "browser" software that supports protocols utilized by the Hosted Service. TRAINING THINK TANK assumes no responsibility for the reliability or performance of any computer networks, connections, or systems not owned or operated by TRAINING THINK TANK.

3.4 Accuracy of Individual and/or Business's Contact Information. You shall provide TRAINING THINK TANK with accurate, current and complete information on your legal Individual and/or Business name, address, email address, and phone number, and, throughout your subscription, you shall maintain and promptly update this information if it should change. The Individual and/or Business shall provide verification of the information provided, both initially and with any update to that information. The Individual and/or Business ’s failure to provide accurate and updated contact information and to verify that information may result in a freeze placed on the Individual and/or Business ’s account by TRAINING THINK TANK. In the event that TRAINING THINK TANK must impose a freeze on the Individual and/or Business ’s account under the circumstances stated in this provision, TRAINING THINK TANK shall not be held liable for any resulting damages to the Individual and/or Business or any of its Customers resulting from the Individual and/or Business’s account being frozen.

3.5 Individual and/or Businesses: Passwords, Access, and Notifications. Your login information may be reassigned between employees of the Individual and/or Business as needed. Individual and/or Business shall use commercially reasonable efforts to prevent unauthorized access to or use of the Hosted Service and any loss or theft or unauthorized use of any Individual and/or Business password or name and/or the Hosted Service account numbers. TRAINING THINK TANK is not liable for any harm caused by or related to the theft of Your IDs, Your disclosure of your IDs, or your authorization to allow another person to access and use the Hosted Service using your IDs. Also, you are solely and entirely responsible for any and all activities that occur under your account including any charges incurred relating to the Hosted Service. You agree to immediately notify TRAINING THINK TANK of any unauthorized use of your account or any breach of security known to You. You acknowledge that the complete privacy of your data and messages transmitted while using the Hosted Service cannot be guaranteed.

3.6 Use of the Hosted Service. Individual and/or Business is responsible for all activities conducted by its employees, its employees’ Electronic Communications and for its employees' compliance with this Agreement, including the content of all Customer Data.

3.7 Security. TRAINING THINK TANK shall maintain commercially reasonable administrative, physical and technical safeguards for the protection, confidentiality and integrity of Customer Data. Our collection of information from you and/or any customer, if any, is subject to our Privacy Policy, which is incorporated herein and available at https://trainingthinktank.com/privacy-policy. You understand that through your use of the Hosted Service, you consent to the collection and use (as set forth in the Privacy Policy) of this information.

3.8 Agreement to Pay Fees. You agree to pay for the Hosted Service in accordance with our service fees, as further set forth below in Section 7 - Payment Terms; Taxes, and your Plan.

3.9 Billing Data Retention. Following any termination or expiration of this Agreement or your TRAINING THINK TANK account, TRAINING THINK TANK will retain a copy of your billing data for a period of thirty (30) days. You acknowledge and agree that (i) you are solely responsible for exporting a copy of your billing data prior to any such termination or expiration and (ii) if you require access to such data following any such termination or expiration, you may be required to pay professional service fees to TRAINING THINK TANK to retrieve such data.

3.10 Test Gateway and Sandbox Server. Individual and/or Business agrees to use TRAINING THINK TANK’s Test Gateway and Sandbox Server to determine functionality of Individual and/or Business’s chosen settings prior to providing Customers with access to, and use of, the Hosted Service. Individual and/or Business agrees to use TRAINING THINK TANK’s Test Gateway and Sandbox Server to determine functionality of any subsequent additions and/or modifications from Individual and/or Business’s initial settings and prior to implementing those additions and/or modifications. Any loss of functionality of TRAINING THINK TANK’s Hosted Service and resulting losses to Individual and/or Business or its Customers resulting from a failure to use the Test Gateway and Sandbox Server to test functionality in accordance with this provision shall be the sole responsibility of Individual and/or Business and TRAINING THINK TANK shall not be held liable for said losses occurring as a result of noncompliance. Individual and/or Business’s utilization of TRAINING THINK TANK’s technical support shall not override this provision.

3.11 Second Payment Services Directive (“PSD2”) and Strong Customer Authentication (“SCA”) Requirements. This provision applies solely to Individual and/or Businesses who have one or more Customers located within the European Economic Area and, therefore, may have transactions requiring compliance with the PSD2 and SCA requirements. Individual and/or Businesses have the sole responsibility to verify that Individual and/or Business’s Customers’ transactions are being processed correctly and that said transactions are not rejected due to noncompliance with the PSD2 and SCA requirements. TRAINING THINK TANK takes measures to facilitate and simplify Individual and/or Business’s and Customers’ compliance with any regulations, including the PSD2 and SCA requirements. Due to the nature of the PSD2 and its SCA requirements, it is not possible for TRAINING THINK TANK to ensure that every transaction is authorized by each individual banking institution because of the level of discretion that each banking institution has to authorize individual transactions. When a Customer saves a credit card for recurring payments on the Hosted Service, TRAINING THINK TANK and Individual and/or Business ’s selected Payment Gateway Service Provider will at times be able to verify that PSD2 and SCA requirements apply and will direct Customers through SCA at that time; however, TRAINING THINK TANK does not make any affirmations that any SCA requirements will be satisfied at the time Customers’ credit cards are stored for recurring payments. In the circumstances where TRAINING THINK TANK and Customers’ selected Payment Gateway Service Provider cannot determine that the PSD2 and SCA requirements apply to Customer at the time Customers’ credit cards are stored on the Hosted Service, TRAINING THINK TANK’s Hosted Service will automatically generate an email to the email address provided by that specific Customer that informs Customer the transaction has been rejected and directs Customer to complete SCA in order to authorize the transaction. TRAINING THINK TANK and Customer’s selected Payment Gateway Service Provider will file any subsequent recurring transactions under the applicable exemption to SCA requirements. However, the banking institutions’ discretion provides the possibility that any request for exemption may be rejected. If an exemption is rejected by a banking institution, TRAINING THINK TANK’s Hosted Service and Customer’s selected Payment Gateway Service Provider will automatically generate an email to the email address provided by that specific Customer that provides notice to Customer that the transaction has been rejected and directs Customer to complete SCA in order to authorize the transaction.

Individual and/or Business and Customers maintain sole responsibility for ensuring compliance with the PSD2 and SCA requirements in accordance with its local application, interpretation and enforcement. TRAINING THINK TANK provides sample text for Individual and/or Business to use when creating notifications for Customers regarding the PSD2 and SCA. TRAINING THINK TANK does not certify that said text is appropriate to satisfy the legal requirements of the PSD2 or SCA requirements in Individual and/or Business ’s, or Customer’s, location.

4. Confidentiality.

4.1 Confidential Information. For purposes of this Agreement, "Confidential Information" shall include Customer Data, each party's proprietary technology, Individual and/or Business processes and technical product information, designs, issues, all communication between the parties regarding the Hosted Service and any information that is clearly identified in writing at the time of disclosure as confidential. Notwithstanding the foregoing, Confidential Information shall not include information which:

(1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the Receiving Party; (4) the Receiving Party becomes aware of from a 3rd party not bound by nondisclosure obligations to the Disclosing Party and with the lawful right to disclose such information to the Receiving Party; (5) is independently developed by the Receiving Party without use of, or reference to, the Disclosing Party's Confidential Information; or (6) is aggregate data regarding use of TRAINING THINK TANK's products and services that does not contain any personally identifiable, Individual and/or Business -specific or Customer-specific information.

4.2 Non-Disclosure Obligations. Each party agrees: (a) to keep confidential all Confidential Information; (b) not to use or disclose Confidential Information except to the extent necessary to perform its obligations or exercise rights under this Agreement or as directed by the Disclosing Party; (c) to protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a degree of care in the protection of such Confidential Information) and (d) to make Confidential Information available to authorized persons only on a "need-to-know" basis. Either party may disclose Confidential Information on a "need-to-know" basis to its contractors and service providers who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services in connection with the performance of this Agreement. Notwithstanding the foregoing, this Section will not prohibit the disclosure of Confidential Information to the extent that such disclosure is required by law or order of a court or other governmental authority or a regulation.

5. License to Use Credit Card Information. TRAINING THINK TANK uses one or more of several 3rd Party Applications, as set forth in Section 2.10 - Payment Gateway Service Provider, to process and store a protected copy of credit card numbers of your Customers. This billing data belongs to you (and your customers) and by utilizing the Hosted Service, you grant TRAINING THINK TANK a license to use this data for the purposes of fulfilling our service obligations to you. TRAINING THINK TANK shall otherwise use commercially reasonable efforts to keep such information confidential and secure in accordance with general industry standards. TRAINING THINK TANK adheres to the security compliance standards of its 3rd Party Applications and said security compliance standards ensure your Customers' billing information is protected in accordance with PCI compliance standards. TRAINING THINK TANK adheres to the requirements of the General Data Protection Regulation for all data stored and processed from Individual and/or Business es and Customers located within the European Union and European Economic Area. The information we obtain through your subscription to, and use of, the Hosted Service, including your Customers' credit card information, is subject to our Privacy Policy, which is incorporated by reference into these Terms.

6. Ownership of Individual and/or Business. As between TRAINING THINK TANK and you, all title and intellectual property rights in and to the Customer Data is owned exclusively by Individual and/or Business , provided that in the event TRAINING THINK TANK aggregates and/or anonymizes Customer Data resulting from Individual and/or Business's or Customers’ use of the Hosted Service and aggregates such Customer Data with that of other Individual and/or Business and Customers in a way that does not reveal Individual and/or Business's or Customer’s identity or personally identifiable information, TRAINING THINK TANK may use such aggregated and/or anonymized Customer Data in the manner and for such purposes as are set forth in TRAINING THINK TANK's Privacy Policy.

7. Payment Terms; Taxes.

7.1 Payment Terms. If you subscribe to the Hosted Service, for all charges associated with the Hosted Service, TRAINING THINK TANK will bill the credit card or bank account that you provided for such purpose. You agree to provide TRAINING THINK TANK with accurate and complete billing information, including valid credit card or bank account information, your name, address and telephone number, and to provide us with any changes in such information within 30 days of said change taking effect. TRAINING THINK TANK will submit your Customers' payment information to your selected Payment Gateway Service Provider and will charge you a fee based on the dollar amount of the transactions processed by the Hosted Service. Monthly charges for the Hosted Service will be at the rates set forth by Hosted Service type and agreed upon by you in the Registration Process when you select your preferred Plan. Unless otherwise specified on the Hosted Service, any fees which are calculated as a percentage of Customer billings shall be calculated based on gross billings (i.e., following the addition of any sales or similar taxes that are applicable to such billings). Such charges may be modified by TRAINING THINK TANK upon thirty (30) days prior written notice. Payments reflecting subscription fees for the prior month's use of the Hosted Service will be billed by TRAINING THINK TANK and deducted from your authorized credit card or bank account promptly following the end of your Initial Term and every 30 days after your Initial Term until your use of the Hosted Service is terminated, or shall otherwise be due and payable in accordance with TRAINING THINK TANK's then-current payment policies. Prices established in the Agreement, and in any schedule, exhibit or related agreement hereto, are exclusive of taxes and other fees which may be imposed on TRAINING THINK TANK or you for the provision or use of the Hosted Service. You agree that until your subscription to the Hosted Service is terminated, you will continue to accrue charges for which you remain responsible, even if you do not use the Hosted Service.

7.2 Credit Card Company/Banking Institution Refusal to Pay. If, for any reason, your credit card company or banking institution refuses to pay the amount billed for the Hosted Service, you agree that we may, at our option, suspend or terminate your subscription to the Hosted Service and require you to pay the overdue amount by other means acceptable to us. We may charge a fee for reinstatement of suspended or terminated accounts.

7.3 Merchant Bank Account Fees. If you are using the Hosted Service to conduct credit card transactions through a 3rd Party Application connected through TRAINING THINK TANK, as set forth in Section 2.10 - Payment Gateway Service Provider, you shall set up and maintain an account that is capable of receiving funds through a merchant bank account ("Merchant Bank Account"). You are responsible for your own Merchant Bank Account fees in addition to fees set forth hereunder. TRAINING THINK TANK may help you apply for a Merchant Bank Account or you may bring an existing Merchant Bank Account, but any fees associated with such Merchant Bank Account are your responsibility and are not included in TRAINING THINK TANK's fees. All fees associated with your chosen Payment Gateway Service Provider are also separate and not included in TRAINING THINK TANK's fees. Without limiting any remedy available to TRAINING THINK TANK, if you fail to pay any fees due hereunder, TRAINING THINK TANK may suspend your access to the Hosted Service.

7.4 Liability for Cost of Collection. In the event legal action is necessary to collect on balances due, you agree to reimburse TRAINING THINK TANK for all expenses incurred to recover sums due, including, but not limited to, attorney fees and other legal expenses.

7.5 Timing of Transaction Fee Charges. The different Payment Gateway Service Providers that TRAINING THINK TANK utilizes for the purpose of credit card processing, as set forth in Section 2.10 - Payment Gateway Service Provider, maintain their own rules as to the timing that the TRANSACTION FEE CHARGES are due. The date that the Individual and/or Business ’s TRANSACTION FEE CHARGES are collected is determined by Individual and/or Business's chosen Payment Gateway Service Provider at the time of registration for the Hosted Service. TRANSACTION FEE CHARGES accrued during an Individual and/or Business’s use of the trial period shall be charged to the Individual and/or Business in the same manner as any other TRANSACTION FEE CHARGES and that trial period shall have no effect on the timing of the TRANSACTION FEE CHARGES. The timing at which each Payment Gateway Service Provider collects its TRANSACTION FEE CHARGES is provided as follows, but is subject to change at any time:

Stripe: The transaction fee will be charged immediately upon the transaction being processed.
Paypal: The transaction fee will be charged immediately upon the transaction being processed.
All Other Payment Gateway Service Providers: The transaction fee will be charged on the date in which your monthly bill becomes due. The date that your monthly bill becomes due will depend on when you completed the Registration Process to use the Hosted Service and you will be billed one month from that day of completion of the Registration Process. In circumstances where the Individual and/or Business opts to sign up for the free trial period, the Registration Process at the time of signup will serve as the commencement date of the agreement and the Individual and/or Business will be charged 14 days from that date. The charge will amount to the combined total of all Transaction Fees accumulated by you in the previous month.

7.6 Liability for Fraudulent Actions. TRAINING THINK TANK is not liable for any losses relating to fraudulent charges by you or your Customers that are deceptive or fraudulent ("Fraudulent Actions"). By using the Hosted Service, you hereby release TRAINING THINK TANK from any liability arising from Fraudulent Actions. You will also use best efforts to promptly notify TRAINING THINK TANK of any Fraudulent Actions which may affect the Hosted Service. TRAINING THINK TANK reserves the right, in its sole discretion, to terminate your account if you engage in, or permit any of the Individual and/or Business ’s Customers to engage in, Fraudulent Actions.

7.7 Liability for Chargebacks Not Resulting from Fraudulent Actions. TRAINING THINK TANK is not liable for any losses relating to chargebacks or otherwise invalid transactions. By using the Hosted Service, you hereby release TRAINING THINK TANK from any liability arising from chargebacks or otherwise invalid transactions. You will also use best efforts to promptly notify TRAINING THINK TANK of any chargebacks or otherwise invalid transactions which may affect the Hosted Service.

7.8 Taxes. All fees payable under the applicable Plan are exclusive of and do not include taxes or duties of any kind. You will be responsible for, and will promptly pay, all taxes and duties of any kind, including, but not limited to, any applicable sales tax, use tax, and value added taxes (VAT) or other similar taxes, if any, associated with this Agreement or your receipt or use of the Hosted Service, excluding taxes based on TRAINING THINK TANK's gross or net income. If Individual and/or Business is a tax-exempt organization and is not obligated to pay taxes arising out of this Agreement, Individual and/or Business will provide TRAINING THINK TANK with any required documentation to verify its tax-exempt status with the applicable taxing authorities.

8. Hosted Service Use and Limitations.

8.1 Continuation of Hosted Service. We will make reasonable efforts to keep the Hosted Service operational 24 hours a day for 7 days a week, except for planned downtime (of which we will use reasonable efforts to provide at least 72 hours prior notice).

8.2 Payment Gateway Service Provider Availability. We will be sending information to your Payment Gateway Service Provider; however, we make no representation as to the availability of your Payment Gateway Service Provider and are not responsible for any downtime or system outage of your Payment Gateway Service Provider.

8.3 Access to Funds Collected from Subscription Fees. TRAINING THINK TANK is a subscription management and billing software service. You acknowledge and agree that: (i) We are not a bank or other chartered depository institution; and (ii) we will not be holding any monies for you or your Customers. Accordingly, you agree that we will not be responsible or liable for any amounts related to any credit card or payment transaction and we are not responsible for retaining or handling any funds in relation to credit card or payment transactions to satisfy an obligation to a 3rd party that you have assigned those rights to.

8.4 Affirmation of Legal Use of the Hosted Service. You represent, warrant and agree that you will only use the Hosted Service in compliance with all applicable laws and regulations, and that you will not use the Hosted Service to violate, infringe or misappropriate any intellectual property or other proprietary right of any 3rd party (including, without limitation, any rights of privacy or publicity).

9. 3rd Party Products & Services. The Hosted Service may provide you with access to, be integrated with, or contain links or references to, products, services, data, information, sites or other materials which are provided or operated by 3rd parties (collectively, "3rd Party Products or Services"). 3rd Party Products or Services are not under TRAINING THINK TANK's control, and you acknowledge that TRAINING THINK TANK is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such 3rd Party Products or Services. You shall comply with all 3rd party terms, and shall indemnify and hold TRAINING THINK TANK harmless from all damages, costs, settlements, attorneys' fees and expenses arising from or related to your breach of any 3rd party terms. Any provision by TRAINING THINK TANK of 3rd Party Products or Services, and any exchange of data between you and any 3rd party provider of 3rd Party Products or Services, is solely between you and the applicable 3rd party provider. If you install or enable 3rd Party Products or Services for use with the Hosted Service, you agree that TRAINING THINK TANK may allow such 3rd Party Products or Services to access Customer Data as required for the interoperation of such 3rd Party Products or Services with the Hosted Service, and any exchange of data or other interaction between you and a 3rd party provider is between you and such 3rd party provider. The continued availability of the 3rd Party Products or Services is subject to the continued effectiveness and terms of the contract between TRAINING THINK TANK and the 3rd party provider.

9.1 Payment Gateway Service Providers' Services. Specifically with respect to Payment Gateway Service Providers, as set forth in Section 2.10 - Payment Gateway Service Provider, when you connect a Payment Gateway Service Provider to the Hosted Service during your Registration Process, you are agreeing to the terms of use of the Payment Gateway Service Provider that you choose. The following provides a link to the terms of use for each of TRAINING THINK TANK's Payment Gateway Service Providers:

Stripe: https://stripe.com/us/legal;
Paypal:

Please note that these terms, or the links thereto, are subject to change at any time at the discretion of the Payment Gateway Service Providers.

10. Disclaimer of Warranties.

10.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF THE HOSTED SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TRAINING THINK TANK AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

10.2 TRAINING THINK TANK MAKES NO WARRANTY THAT (I) THE HOSTED SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) THAT YOUR ACCESS TO OR USE OF THE HOSTED SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (III) THAT ANY DEFECTS IN THE HOSTED SERVICE WILL BE CORRECTED, OR (IV) THAT THE HOSTED SERVICE OR ANY SERVER THROUGH WHICH YOU ACCESS THE HOSTED SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

10.3 YOU UNDERSTAND THAT IN USING THE HOSTED SERVICE, SENSITIVE INFORMATION WILL TRAVEL THROUGH 3rd PARTY INFRASTRUCTURES WHICH ARE NOT UNDER TRAINING THINK TANK'S CONTROL (SUCH AS A 3rd PARTY'S SERVERS). TRAINING THINK TANK MAKES NO WARRANTY WITH RESPECT TO THE SECURITY OF SUCH 3rd PARTY INFRASTRUCTURES.

10.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE HOSTED SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

10.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TRAINING THINK TANK OR THROUGH OR FROM THE HOSTED SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

11. Limitation of Liability.

11.1 Limitation of Liability. Your exclusive remedy and our entire liability, if any, for any claims arising out of the Agreement and your use of the Hosted Service shall be limited to the amount you paid us in Monthly Fees for the Hosted Service during the ONE-MONTH PERIOD prior to the act giving rise to the liability. Under no circumstances shall our liability exceed the monthly fee for the ONE-MONTH PERIOD prior to the act giving rise to the liability.

11.2 EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS OF THE PARTIES SET OUT HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY ON ACCOUNT OF ANY CLAIM (WHETHER BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE) FOR (I) ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

11.4 You and TRAINING THINK TANK both agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Hosted Service, Agreement or Privacy Policy must be filed within ONE (1) YEAR after such claim or cause of action arose or be forever barred.

12. Modification and/or Amendment and Suspension of Hosted Service.

12.1 Modification/Amendment of Hosted Service. We reserve the right to either modify or amend the Hosted Service, including any features therein, at any time WITHOUT NOTICE to you. We shall not be liable to you or any 3rd party should we exercise such rights. If you don't agree with the modified and/or amended Agreement, you have the right to reject it; however, such a rejection shall constitute an immediate termination of the Agreement as well as your right to continued use of the Hosted Service. If you use the Hosted Service in any way subsequent to a modification and/or amendment to this Agreement having become effective, such use constitutes your agreement to all modifications and/or amendments. Except for modifications or amendments to this Agreement made by TRAINING THINK TANK in accordance with this Section, no other modification or amendment of this Agreement shall be effective unless in writing and signed by both you and TRAINING THINK TANK.

12.2 Suspension of Hosted Service. TRAINING THINK TANK may suspend all or any part of the Hosted Service at any time, with or without reason, including, without limitation, for failure to make a timely payment for the Hosted Service in accordance with this Agreement. You acknowledge that the operation of the Hosted Service may encounter technical or other problems on occasion and may not necessarily continue uninterrupted or without technical or other errors. TRAINING THINK TANK shall not be liable to you or others for any such interruptions, errors or problems or an outright discontinuance of the Hosted Service. TRAINING THINK TANK has no obligation to continue producing or releasing new versions of the Hosted Service. You agree to use the Hosted Service only through your website or software application that you own and control (the "Site") and we reserve approval authority as to the implementation and use of the Hosted Service on the Site. We may suspend or rate limit the Hosted Service in the event we find any implementation issues with the Site. Such suspension or limitation shall remain in effect until you correct any issues specified by TRAINING THINK TANK and a suspension or rate limitation shall not relieve you of your payment obligations under the Agreement.

13. Termination With or Without Cause, Expiration. TRAINING THINK TANK may terminate this Agreement at any time, in whole or in part, for any reason (including, without limitation, for your breach of this Agreement, violation of applicable law, violation of card association rules or regulations, or the threatening or filing of a lawsuit against TRAINING THINK TANK) upon notice to the Individual and/or Business. The Individual and/or Business may terminate this Agreement at any time, in whole or in part, for any reason, UPON NOTICE TO TRAINING THINK TANK. Upon any termination of this Agreement, any amounts owed to TRAINING THINK TANK which accrued prior to such termination will become immediately due and payable, and, in the case of ANNUAL CONTRACTS BILLED MONTHLY, any early termination fee equal to three (3) times the monthly fee specified in the applicable Plan. In addition, either party may immediately terminate this Agreement issued hereunder in the event the other party commits a material breach of any provision of this Agreement and that breach is not cured within thirty (30) days of written notice from the non-breaching party. Such notice by the complaining party shall expressly state all of the reasons for the claimed material breach in sufficient detail so as to provide the alleged breaching party a meaningful opportunity to cure such alleged breach and shall be sent to TRAINING THINK TANK, 11445 North Fulton Industrial Blvd, Alpharetta, Ga, 30009 (or such other address that may be provided pursuant to this Agreement) ("Notice"). Upon termination or expiration of this Agreement for any reason, the Individual and/or Business shall have no rights to continue use of the Hosted Service. If this Agreement is terminated as a result of Individual and/or Business 's material breach of this Agreement, TRAINING THINK TANK shall be entitled to all of the Fees due under this Agreement for the entire Term. If this Agreement is terminated as a result of TRAINING THINK TANK's material breach of this Agreement, then the Individual and/or Business shall be entitled to a refund of the pro rata portion of any prepaid subscription fees (NOT INCLUDING ANY TRANSACTION FEES) paid by the Individual and/or Business to TRAINING THINK TANK under this Agreement for the remaining terminated portion of the Term.

14. Individual and/or Business and Customer Responsibilities. The Individual and/or Business and its Customers will comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and conventions in connection with its use of the Hosted Service, including, without limitation, those related to privacy, electronic communications and anti-spam legislation. The Individual and/or Business and its Customers will not:

(a) Sell, lease, license or sublicense the Hosted Service; (b) introduce into or transmit through the Hosted Service any virus, worm, trap door, back door, and other harmful or malicious code, files, scripts, agents, or programs; (c) transmit or store infringing material in the Hosted Service; (d) send any Electronic Communication from the Hosted Service that is unlawful, harassing, libelous, defamatory or threatening. Except as permitted by this Agreement, no part of the Hosted Service may be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means. The Individual and/or Business agrees not to access the Hosted Service by any means other than through the interfaces that are provided by TRAINING THINK TANK. The Individual and/or Business shall not do any "mirroring" or "framing" of any part of the Hosted Service, or create Internet links to the Hosted Service which include log-in information, user names, passwords, and/or secure cookies.

As part of the buying and selling process on the Hosted Service, the Individual and/or Business will obtain the email address and/or shipping address of its Customers. By entering into our Agreement, the Individual and/or Business agrees that, with respect to Customers' Confidential Information that the Individual and/or Business obtains through the Hosted Service or through a Hosted Service-related communication or Hosted Service-facilitated transaction, TRAINING THINK TANK hereby grants to the Individual and/or Business a license to use such information only for Hosted Service-related communications that are not unsolicited commercial messages. TRAINING THINK TANK does not tolerate spam. Therefore, without limiting the foregoing, the Individual and/or Business is not licensed to add the name of a Customer to the Individual and/or Business’s mailing list (email or physical mail) without that Customer's express consent.

15. Transmission of Data. The Hosted Service allows the Individual and/or Business to send Electronic Communications directly to TRAINING THINK TANK and to 3rd parties. The Individual and/or Business understands that the technical processing and transmission of the Individual and/or Business's Electronic Communications is fundamentally necessary to use of the Hosted Service. The Individual and/or Business expressly consents to TRAINING THINK TANK's receipt and storage of Electronic Communications and/or Customer Data, and the Individual and/or Business acknowledges and understands that the Individual and/or Business's Electronic Communications will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by TRAINING THINK TANK. The Individual and/or Business further acknowledges and understands that Electronic Communications may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone or other electronic means. TRAINING THINK TANK uses encryption in various locations and methodologies within the Hosted Service and the infrastructure working behind it. Customer Data is encrypted while in transit to and from the Hosted Service; however, TRAINING THINK TANK is not responsible for any Electronic Communications and/or Customer Data which are delayed, lost, altered, intercepted or stored during the transmission of any data across networks not owned and/or operated by TRAINING THINK TANK, including, but not limited to, the Internet and the Individual and/or Business's local network.

16. Implementation. Implementation and training services ordered by the Individual and/or Business, as set forth in the applicable Plan, will be performed in accordance with TRAINING THINK TANK's customary practices for the level of services purchased. TRAINING THINK TANK does not provide dedicated project management for the Individual and/or Business during implementation unless separately purchased. Implementation is performed remotely unless otherwise specified. You agree that TRAINING THINK TANK does not require express permission to access your account for the purpose of implementation. Typically, TRAINING THINK TANK's support team will ask to access your account; however, by entering into this Agreement, TRAINING THINK TANK is not legally required to do so and may access your account at any time in order to facilitate implementation. TRAINING THINK TANK is not responsible, and will not be liable, for the Individual and/or Business's configuration decisions or the Hosted Service's ability to allow the Individual and/or Business to comply with all laws and regulations in the Individual and/or Business's unique circumstances, nor for any delays in implementation caused by the Individual and/or Business, including, but not limited to, the Individual and/or Business’s delays in providing clean and validated data, if needed, or the Individual and/or Business delays in making necessary Individual and/or Business decisions with respect to the configuration of the Hosted Service.

17. Intellectual Property Rights.

17.1 TRAINING THINK TANK's and 3rd Party Providers' Intellectual Property. You agree that all rights, title and interest in and to all intellectual property rights in the Hosted Service and Documentation (including all updates, enhancements and derivative works thereof and thereto) are owned exclusively by TRAINING THINK TANK or its licensors. Except as provided in this Agreement, the time-limited access license, in the nature of a subscription, granted to you does not convey any rights in the Hosted Service, express or implied, or ownership in the Hosted Service or any intellectual property rights thereto. As between the parties, TRAINING THINK TANK owns all intellectual property and other proprietary rights to the Hosted Service, including, but not limited to, the design, artwork, logos, functionality, and documentation relating thereto (collectively, the "TRAINING THINK TANK Property"). In addition, TRAINING THINK TANK shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use or incorporate into the Hosted Service any suggestions, enhancement requests, recommendations, or other feedback provided by you, including Customers, relating to the operation of the Hosted Service. Any rights not expressly granted herein are reserved by TRAINING THINK TANK. TRAINING THINK TANK service marks and trademarks, logos and product and service names are marks of TRAINING THINK TANK (the "TRAINING THINK TANK Marks"). You agree not to display or use the TRAINING THINK TANK Marks in any manner without TRAINING THINK TANK's express prior written permission. The trademarks, logos and service marks of 3rd Party Application providers ("Marks") are the property of such 3rd parties. You are not permitted to use these Marks without prior written consent of such 3rd party who may own the Marks.

17.2 TRAINING THINK TANK Marketing and Individual and/or Business 's Intellectual Property Rights. By completing the Registration Process to use the Hosted Service, the Individual and/or Business agrees that TRAINING THINK TANK has the right to use the Individual and/or Business 's name, trademarks, logos and service marks for any marketing purposes, including, but not limited to, informing the general public of the Individual and/or Business 's use of the Hosted Service.

17.3 Copyright Infringement. TRAINING THINK TANK respects the intellectual property of others. It may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of Individual and/or Business es who repeatedly infringe others' rights. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide the following information to TRAINING THINK TANK's copyright agent:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed;
Information reasonably sufficient to permit us to contact the complaining party, such as address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
Identification of the material that is claimed to be infringing or to be subject to infringing activity and that is to be removed and information reasonably sufficient to permit us to locate the materials;
A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or the law; and
A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Pursuant to the Digital Millennium Copyright Act, 17 U.S.C.A. § 512(c), our Designated Agent for Notice of claims of copyright infringement can be reached as indicated below. Hosted Service of repeat infringers of copyright or of Individual and/or Business es about whom repeat claims of copyright infringement are received will be terminated.

Designated Agent for Claimed Infringement:

John Maloney
TRAINING THINK TANK
11445 North Fulton Industrial Blvd, Alpharetta, GA, 30009
info@trainingthinktank.com

17.4 Termination for Copyright Infringement. You acknowledge and agree that, upon receipt of a notice of a claim of copyright infringement, we may immediately cancel your TRAINING THINK TANK account without liability to you or any other party and that the claims of the complaining party and the party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act.

18. Indemnification.

18.1 Customer's Indemnity. You agree, at your own expense, to indemnify, defend and hold harmless TRAINING THINK TANK, its licensors and their respective directors, officers, employees and agents from and against all demands, liabilities, losses, claims and expenses, including, but not limited to, attorneys' fees and disbursements, arising out of (i) your or any authorized or unauthorized 3rd party's use of the Hosted Service, (ii) 3rd party claims, actions or allegations of infringement based on information, data or content you submitted in connection with the Hosted Service, (iii) any fraud or manipulation, or other breach of this Agreement by you, (iv) 3rd party claims, actions or allegations brought against TRAINING THINK TANK arising out of your use of the Hosted Service, or (v) for any claim whatsoever resulting from you or your affiliates', employees', contractors' or agents' breach of the Children's Online Privacy Protection Act (COPPA) or the Health Insurance Portability and Accountability Act (HIPAA) or any other state or federal medical privacy or electronic privacy laws. TRAINING THINK TANK reserves the right, at its own expense and in its sole discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

18.2 Indemnification Procedures and Survival. Indemnification Procedures and Survival. In the event of a potential indemnity obligation under this Section, the indemnified party shall: (i) promptly notify the indemnifying party in writing of such Claim; (ii) allow the indemnifying party to have sole control of its defense and settlement; and (iii) upon request of the indemnifying party, cooperate in all reasonable respects, at the indemnifying party's cost and expense, with the indemnifying party in the investigation, trial, and defense of such Claim and any appeal arising therefrom. The indemnification obligations under this Section are expressly conditioned upon the indemnified party's compliance with this Section. The indemnification obligations contained in this Section shall survive termination of this Agreement for the later of the conclusion of a Claim or one year.

19. Suspension; Discontinuation of Hosted Service.

19.1 Suspension for Delinquent Account. TRAINING THINK TANK reserves the right to suspend your, and any of your affiliates', access to and/or use of the Hosted Service for any accounts for which payment is due but unpaid without notice. You agree that TRAINING THINK TANK shall not be liable to you or to any of your affiliates or other 3rd party for any suspension of the Hosted Service pursuant to this section.

19.2 Suspension for Ongoing Harm. You agree that TRAINING THINK TANK may suspend access to the Hosted Service at any time and WITHOUT NOTICE if TRAINING THINK TANK reasonably concludes that your use of the Hosted Service: (i) is being used to engage in denial of service attacks, spamming, or illegal activity; or (ii) is causing immediate, material and ongoing harm to TRAINING THINK TANK or others. In the extraordinary event that TRAINING THINK TANK suspends your access to the Hosted Service, TRAINING THINK TANK will use commercially reasonable efforts to resolve the issues causing the suspension of Hosted Service. You further agree that TRAINING THINK TANK will not be liable to you or any 3rd party for any suspension of the Hosted Service under such circumstances as described in this Section.

20. Refunds.

20.1 Refunds of Transaction Fees. TRAINING THINK TANK does not provide refunds of the TRANSACTION FEE of any individual transactions.

20.2 Refunds of Monthly Fees. Under no circumstances will TRAINING THINK TANK provide any refund of the MONTHLY FEE in excess of the amount of a SINGLE MONTHLY FEE for the month for which the refund is tendered.

20.3 Refunds of Annual Fees. TRAINING THINK TANK does not provide refunds of annual fees that are paid in its entirety at the beginning of the Term as the aforesaid fees are provided at a discounted rate.

21. Dispute Resolution. Each party agrees that before it or any employee, agent or representative of the party files a claim or suit with a federal or state agency or court or other public forum, it shall provide thirty (30) days prior written notice to the other and that, within such thirty (30) day period (or longer, if extended by mutual desire of the parties), authorized representatives of the parties shall meet (or confer by telephone) at least once on a good faith attempt to resolve the perceived dispute.

22. Export Controls. Services available on or through the Hosted Service are subject to United States Export Controls. The Hosted Service may not be used (a) in (or by a resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country which the United States has embargoed goods; or (b) by anyone on the United States Treasury Department's list of Specially Designated Nationals or the United States Commerce Department's Table of Deny Orders. By using the Hosted Service, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

23. International Use. Although the Hosted Service may be accessible worldwide, TRAINING THINK TANK makes no representation that materials on the Hosted Service are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to use the Hosted Service from other locations do so on their own initiative and are responsible for compliance with local laws. Any offer for any service and/or information made in connection with the Hosted Service is void where prohibited.

24. General Provisions.

24.1 Notices. All notices to a party shall be in writing and shall be made either via email, conventional mail or by posting the notice on the Hosted Service. Notices to us must be sent to info@trainingthinktank.com if by email, or to TRAINING THINK TANK, 11445 North Fulton Industrial Blvd, Alpharetta, Georgia, 30004, USA, if by conventional mail. Notices to you may be sent either to the email address supplied for your account or to the address supplied by you as part of your Registration Data. In addition, we may broadcast notices or messages through the Hosted Service to inform you of any changes to the Hosted Service or other matters of importance, and such broadcasts shall constitute notice to you.

Any notices or communication under these Terms will be deemed delivered to the party receiving such communication (1) on the delivery date if delivered personally to the party; (2) two Individual and/or Business days after deposit with a commercial overnight carrier, with written verification of receipt; (3) five Individual and/or Business days after the mailing date, if sent by US mail, return receipt requested; (4) on the delivery date if transmitted by confirmed facsimile; or (5) on the delivery date if transmitted by confirmed email. Either party may update its address or email address for notice purposes via a notice delivered in accordance with this paragraph.

24.2 Costs and Attorney's Fees. In any action to enforce these Terms, the prevailing party will be entitled to costs and attorneys' fees.

24.3 Limitation. Any cause of action brought by you against us must be instituted within one year after the cause of action arises or be deemed forever waived and barred.

24.4 Severability. If any part of these Terms is held invalid or unenforceable, the parties agree that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

24.5 Headings. The headings in this Agreement are for your convenience of reference only and have no legal effect.

24.6 No 3rd Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of you and TRAINING THINK TANK, and is not intended to benefit any 3rd party. Only the parties to this Agreement may enforce it.

24.7 Assignment. You may not assign, transfer, or delegate any rights and obligations under this Agreement to any other party without the prior written consent of an authorized representative of TRAINING THINK TANK, except you may assign or transfer all or any portion of your rights or responsibilities under this Agreement by operation of law or otherwise to any other party in connection with a merger, acquisition, reorganization, or a sale of substantially all of your assets without prior notice to TRAINING THINK TANK. Any assignment in violation of this Agreement shall be void and of no force and effect. TRAINING THINK TANK may freely assign its rights and obligations under these Terms. All the terms and provisions of this Agreement will be binding upon and inure to the benefit of the parties, their successors and permitted assigns.

24.8 Subcontracting. TRAINING THINK TANK may subcontract its obligations hereunder (provided that TRAINING THINK TANK shall at all times remain fully responsible for the performance of any subcontractor).

24.9 Relationship. Each party hereto is an independent contractor, and neither party is, nor will claim to be, a legal representative, partner, franchisee, agent or employee of the other. This Agreement sets forth the parties' entire liability and exclusive remedies relating to this Agreement and the Hosted Service provided to you under this Agreement.

24.10 Force Majeure. In addition to any excuse provided by applicable law, both parties shall be excused from liability for failure or delay in performance of any of its obligations under this Agreement (except for the payment of amounts due hereunder) to the extent that such failure or delay is caused by circumstances beyond its reasonable control, whether or not foreseeable by either party, including, but not limited to, labor disturbance, war, fire, riot, flood, accident, adverse weather, natural disaster, governmental act or regulation, internet or telecommunication failures, terrorist acts, or other causes or events beyond such party's reasonable control, whether or not similar to those enumerated above, provided that the nonperforming party gives notice of such condition and continues or resumes its performance of such affected obligation to the maximum extent and as soon as reasonably possible

24.11 Assent to Agreement. The Individual and/or Business 's completion of the Registration Process shall constitute assent to the provisions of the Terms and any additional terms provided in the specific Plan that the Individual and/or Business selects during the Registration Process.

24.12 Entire Agreement. This Agreement (including the Privacy Policy and your selected Plan) constitutes the entire agreement and understanding between you and TRAINING THINK TANK concerning the subject matter hereof and supersedes any and all previous agreements and understandings of the parties with respect thereto, whether written or oral, between you and TRAINING THINK TANK, including previous versions of this Agreement. These Terms may be modified or amended by us as set forth above in Section 12.1 - Modification/Amendment of Hosted Service. These Terms may NOT be modified or amended by you by the use of any other document(s). Any attempt by you to alter or amend this document shall be null and void, unless otherwise agreed to in a written agreement signed by a TRAINING THINK TANK authorized representative. To the extent that anything in, or associated with, the Hosted Service is in conflict or inconsistent with these Terms, these Terms shall take precedence.

24.13 The Applicable Terms. If TRAINING THINK TANK makes a material change to any applicable contract terms contained in a URL, TRAINING THINK TANK will notify you by either sending an email to the notification email address, sending conventional mail to the physical address that you provided us with or by posting a notice on the Hosted Service. If the change has a material adverse impact on you and you do not agree to the change, you must so notify. If you notify TRAINING THINK TANK as required, then your subscription to the Hosted Service will be terminated immediately upon receipt of the notice from you.

24.14 Governing Law. The Hosted Service is controlled by us from our offices within the State of Georgia, United States of America. It can be accessed from all 50 states, as well as from other countries around the world. As each of these places may have laws that may differ from those of Georgia, by using the Hosted Service, both of us agree that the statutes and laws of the State of Georgia, without regard to the conflicts of laws principals thereof, will apply to all matters relating to the use of the Hosted Service.

24.15 Jurisdiction and Venue. Each of us agrees and hereby submits to the personal jurisdiction and venue of the Superior Court of Fulton County and the United States District Court for Georgia with respect to such matters. The parties waive their right to have an action under this Agreement brought or tried elsewhere.

24.16 No Waiver of Rights or Provisions. Any failure of TRAINING THINK TANK to enforce or exercise any provision of the Agreement shall not constitute a waiver of that right or provision.