SPIRAL METHOD LLC

TERMS AND CONDITIONS

All goods and/or services (collectively, the “Training” or the “Program”) furnished by Spiral Method LLC (“SM”), shall be in accordance with the following terms and conditions (“Terms and Conditions”) unless set forth in an agreement previously executed by and between SM and the participant of the Training (“Participant” or “Licensee”, where applicable). The quote delivered herewith in the corresponding Enrollment Agreement (the “Agreement”) and any attachments, exhibits, or other information attached thereto or incorporated therein, together with these Terms and Conditions (collectively, the “Agreement”), constitute the entire and exclusive agreement between SM and Participant regarding the Training. No prior, additional, contrary or inconsistent terms and/or conditions contained in any enrollment agreement, confirmation or written correspondence of Participant will apply to the Training offered under this Agreement. No other terms or conditions will be effective unless made in writing and signed by an authorized representative of SM.

SM reserves the right to accept or reject any Participant in its own discretion. SM reserves the right to cancel any Participant’s enrollment even if accepted, at any time, in SM’s sole discretion.

1. Price and Payment Terms. 
   1. The total amount due under this Agreement shall be as set forth in the Agreement (the “Tuition Price”). The Tuition Price extended is the cash Tuition price and reflects the amount due in United States dollars.
   2. In the event Participant fails to make payments in accordance with these Terms and Conditions, SM may, in addition to all other remedies available at equity or law, (i) defer any further Training until such payments are made or (ii) terminate the Agreement. SM may also assess a late payment charge on any amount not received by SM on or before the due date therefore equal to one percent (1%) per month, or the highest rate permitted by applicable law, whichever is lower. 
   3. In the event of any disputed charge on an invoice, Participant shall pay the undisputed portion of such invoice and provide SM with written notice of such dispute and the reasons therefore on or before the applicable payment due date. The parties agree to attempt to negotiate a resolution to such dispute within 30 days following the scheduled payment date. In the event that such resolution cannot be reached, the parties shall submit such dispute to binding arbitration in accordance with Section 10 of these Terms and Conditions. 
2. Services. If the Agreement includes the performance of services by SM at Participant’s place of business, the following shall apply: Participant hereby agrees to make its premises available to SM at no charge and in such manner as is sufficient to permit SM to render the Services. Participant represents and warrants that he/she has adequate safety policies and procedures in place to make the premises safe for SM and its employees, contractors, agents and other representatives, and that such procedures have been communicated to SM. SM agrees to follow such procedures as directed by Participant. Participant shall pay travel costs incurred in connection with SM's performance of the services, as set forth in the Agreement. 
3. Taxes. In addition to the price payable for the Training offered pursuant to this Agreement, Participant will promptly pay and be responsible for, any taxes and/or charges imposed or required to be paid by any federal, state, or local governmental authority in connection with the Training or the price, sale, transfer, transport, delivery or provision thereof to Participant hereunder or the use of any goods or services received by Participant, including any federal, state, or local excise, sales, use, value-added and/or other tax or charge; and any tariffs, duties, fees, licenses or other charges (collectively, “Taxes”). The foregoing applies whether the Taxes are included on the invoice for the applicable Training or are separately invoiced to Participant. 
4. Cancellation. Participant may cancel this contract by providing written notice to SM at its address shown on the Enrollment Agreement at any point prior to the fifth business day (excluding Sundays and holidays) following the execution of the Enrollment Agreement. 
5. EXCEPT AS EXPRESSLY STATED HEREIN, SM MAKES NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT OF THIRD-PARTY RIGHTS, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED. 
6. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PARTICIPANT EXPRESSLY ACKNOWLEDGES AND AGREES THAT IN NO EVENT SHALL SM BE LIABLE FOR ANY DIRECT, COLLATERAL, INCIDENTAL, EXEMPLARY, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOVEVER, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR BUSINESS INTERRUPTION RESULTING FROM ANY CAUSE WHATSOEVER, EVEN IF SM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SM'S TOTAL LIABILITY ARISING FROM OR RELATED TO THE TRAINING MATERIALS AND/OR SERVICES, CUMULATIVE OF ALL INCIDENTS OR CLAIMS, SHALL NOT EXCEED THE LESSER OF THE TUITION PRICE OR AMOUNT ACTUALLY PAID BY PARTICIPANT TO SM FOR SUCH TRAINING MATERIALS AND/OR SERVICES. THE EXISTENCE OF ONE OR MORE CLAIMS SHALL NOT ENLARGE THIS LIMIT. 
7. Solvency. Participant’s order constitutes a representation that Participant is solvent and able to pay for the Training ordered. If Participant fails to pay the Tuition Price (or any other terms due hereunder) when due, or if bankruptcy or insolvency proceedings are instituted by or against Participant, or if Participant makes an assignment for the benefit of its creditors, Participant will be deemed to be in material default and SM will have the right to terminate its obligations hereunder, but such termination shall not affect Participant’s obligation to pay in full the Tuition Price, regardless of the amount of materials and/or services provided. 
8. Indemnification. Participant agrees to indemnify, defend and hold harmless SM and its members, officers, managers, agents, affiliates, subsidiaries, and consultants from and against all claims, demands, obligations and liabilities (including reasonable attorney’s fees), for any injury to any person, and loss of or damage to property, arising from or relating to the Training. 
9. Intellectual Property. Training materials and/or services may be the subject of patents, pending patent applications, copyrights, trademarks or trade secrets. Except as expressly provided in a signed writing or as required by applicable law, no license or other rights, whether express or implied, are granted to Participant with respect to any patents, copyrights, trademarks, trade secrets, derivative works, or other intellectual property rights owned or controlled by SM, whether wholly or in part. Participant agrees that all Training materials, curricula, drawings and other technical material provided by SM, whether prepared by SM or third parties under contract with SM, contain data which embody trade secrets and confidential know-how of commercial value to SM or third parties under contract with SM. Participant agrees to keep such information confidential, that it will not disclose such information to any other person or entity, and will not use such information except in connection with the Training supplied hereunder and any subsequent license issued by SM, if any. The foregoing shall not, however, restrict the use or disclosure of information that is generally available to the public other than through Participant’s improper disclosure. SM owns the SpiralMethod system, its trademarks and all other intellectual property associated with the SpiralMethod system. To the extent Participant has or later obtains any intellectual property, other property rights or interests in the SpiralMethod system by operation of law or otherwise, Participant hereby disclaims such rights or interests and will promptly assign and transfer such entire interest exclusively to SM. Participant will not undertake to obtain, in lieu of SM, copyright, trademark, service mark, trade secret, patent rights or other intellectual property right with respect to the SpiralMethod system. If licensing is issued to Participant, Participant will have the right to use SM's Marks during the Term for the sole purpose of advertising the availability of the SpiralMethod within the approved territory, but Participant must obtain SM's prior written consent to such use, which consent may be withheld in SM's sole discretion.

10. Scope of License. Subject to the terms and conditions contained in this Agreement, SM hereby grants to Licensee a non-transferable, non-sublicensable, nonexclusive license to use the Trademarks, Protocols and Works, solely in connection with the operation of Licensee’s existing training and networking business (“Licensee’s Business”) and only for the purpose of servicing Peer Groups. This license shall not allow use of Trademarks, Protocols, or Works for the servicing of businesses, leadership teams, chambers, non-profit organizations or associations.

    “Protocols” refers to the sales techniques, ideas and know-how developed by SM and its affiliates as described in the Works which may be modified, changed, updated or added to by SM or its affiliates in the future.

    “Trademarks” mean those service marks, trademarks, trade names, logos and commercial symbols as may presently exist, or which may be modified, changed or acquired by SM or its affiliates, that are licensed herein. The Trademarks include, but are not limited to, “SpiralMethod”.

    “Works” mean the books, compact discs (CDs), digital video disks (DVDs), pamphlets, workbooks and other tangible materials under the Trademarks that are used in connection with the educational services business conducted by SM and its affiliates, all as may presently exist, or which may be developed, modified, changed or updated by SM or its affiliates hereafter.

11. Permitted Use of Restricted License. Within the scope of use described in this Agreement and in accordance with the terms of this Agreement, Licensee shall be permitted to distribute and display the Works Licensee purchases from SM teach the Protocols and use the Trademarks to identify the Protocols and Works. Licensee shall not, during the Term or thereafter, use the Protocols, Trademarks (or any similar marks) or Works, or any derivations or adaptations thereof, in any manner other than as licensed hereunder. Any unauthorized use of the Trademarks, Protocols or Works by Licensee is a breach of this Agreement and an infringement of the rights of SM. All provisions of this Agreement applicable to the Trademarks, Protocols and Works apply to any additional trademarks, service marks, protocols, sales training programs, commercial symbols, sales techniques, ideas, know-how, books, compact discs (CDs), digital video disks (DVDs), pamphlets, workbooks or other tangible materials hereafter authorized for use by and licensed to Licensee.

    Rights Reserved. SM reserves all other rights in the Protocols, Trademarks and Works, including, without limitation, the right to the goodwill associated therewith and the copyrights embodied therein. Licensee is not granted an exclusive territory. SM and its affiliates are permitted to use and license others to use the Protocols, Trademarks and Works anywhere regardless of the proximity to Licensee. Licensee shall not be permitted to assign the license rights set forth herein except upon written consent of SM such consent being subject to SM’s sole and absolute discretion.

    Ownership. Licensee hereby acknowledges and agrees that SM or its affiliates own the Protocols, Trademarks and Works, all derivations and adaptations thereof, any registrations therefore, the goodwill arising therefrom and the copyrights embodied therein. Licensee recognizes the great value of goodwill associated with the Protocols, Trademarks and Works as well as any secondary meaning attached to the Trademarks and acknowledges that such goodwill and secondary meaning belong to SM and its affiliates. Nothing in this Agreement gives Licensee any right, title or interest in the Protocols, Trademarks or the Works except the right to use it in accordance with the terms of this Agreement. Licensee’s use of the Protocols, Trademarks and Works inures to the benefit of SM.

    Innovations. All ideas, concepts, techniques, innovations, developments, improvements, suggestions or materials concerning the Protocols, Trademarks or Works, whether or not protectable intellectual property and whether created by or for Licensee or its owners, affiliates, employees or representatives, must be promptly disclosed to SM and will be deemed to be SM’s sole and exclusive property and works made-for-hire for SM. To the extent any such item does not qualify as a “work made-for-hire” for SM or in any other event, Licensee agrees to assign, or require its owners, affiliates, employees or representatives to assign, its or their ownership interest of such item to SM. Licensee agrees to take, or direct its owners, affiliates, employees or representatives to take, whatever action required by SM to document such assignment or to assist SM in obtaining any and all intellectual property rights in such item.

    Quality Standards. Licensee hereby agrees that any use of the Protocols, Trademarks or Works shall conform to the highest quality standards and those standards as set forth in Section III. above and in any manual or other written material (“Manual”) provided by SM to protect its intellectual property rights in the Trademarks, Protocols and Works. SM may, at any time, revise any existing standards or establish new standards for the use of the Protocols, Trademarks and Works with respect to protecting SM’s intellectual property rights in the Protocols, Trademarks and Works and Licensee will be required to comply with these changes or additional standards within 30 days of notification at Licensee’s sole cost and expense. Licensee shall not advertise in a deceptive, misleading, or unethical manner and agrees to render prompt and courteous service, and meet such high standards as SM may establish from time to time in the Manual or as otherwise provided by SM.

    Compliance with Laws. Licensee agrees to operate the portion of its business which is licensed hereunder along with Licensee’s Business in compliance with applicable laws and governmental regulations. At all times Licensee shall comply with all federal, state, municipal, and local laws, rules, regulations, ordinances, and codes applicable and related to this Agreement. Licensee shall obtain all licenses and permits required by any applicable federal, state, municipal, and local law, rule, regulation ordinance and code. Licensee shall make timely filings of all tax returns and shall pay when due all taxes levied or assessed on, and related to this Agreement and Licensee’s Business.

    Termination. SM will have the right to terminate and revoke this restricted, non-exclusive license granted herein at SM's sole and absolute discretion, at any time upon notice to Licensee. In the event the license is terminated, Licensee shall immediately cease to use any Protocols, Trademarks, or Works as defined herein. The Termination may be with or without cause, and shall not give rise to any claims for compensation or damages by Licensee/Participant.

12. Dispute Resolution.

    1. Any dispute, controversy or claim arising out of, or relating to this Agreement or the furnishing of Training hereunder, including without limitation, a dispute related to breach, termination, invalidity of, or liability under this Agreement, that has not been resolved by good faith negotiation within 30 days after disclosure of the dispute to the other party hereto, shall be settled by binding arbitration conducted by a single arbiter, pursuant to the Commercial Arbitration Rules of the American Arbitration Association conducted in the location agreed upon by the parties or in Denver, Colorado, and requiring completion of the process and a written reasoned decision of the arbiter no later than one hundred and twenty (120) days after referral to arbitration. The arbiter shall be authorized and empowered to include in the arbiter’s award a requirement and order that the non-prevailing party pay a designated amount of the reasonable attorney’s fees and reasonable expenses of the prevailing party. To the extent payment of attorney’s fees and expenses is not awarded by the arbiter, each party shall be responsible for payment of its attorney’s fees and expenses incurred in connection with such dispute. The fees and expenses for use of the arbitration facilities and the arbiter shall be shared equally between the parties, unless otherwise allocated by the arbiter. The award and decision of the arbiter will be conclusive and binding upon all parties, and judgment upon the award may be entered in any court of competent jurisdiction. Nothing herein will be construed to prevent any party’s use of injunction, and/or any other equitable remedy.
    2. Any proceedings to resolve or litigate any dispute, controversy or claim, whether through arbitration or otherwise, shall be considered unique as to its facts and must be conducted solely on an individual basis. Neither Participant nor SM shall seek to have any dispute heard as a class action, private attorney general action, multi-plaintiff action, consolidated or collective action, or in any other proceeding in which a party proposes to act in a representative capacity. There shall be no right to consolidate or combine any dispute, controversy or claim subject to this Section 10 with any other dispute, controversy or claim without the prior written consent of all parties to all affected proceedings or arbitrations.
    3. PARTICIPANT SHALL BE BARRED FROM BRINGING ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS AND THE GOODS AND SERVICES SOLD IN CONNECTION THEREWITH UNLESS AN ARBITRATION OR, IF APPLICABLE, JUDICIAL PROCEEDING IS COMMENCED WITHIN 1 YEAR OF THE DATE OF THE OCCURRENCE OF THE EVENT OR FACTS GIVING RISE TO THE DISPUTE, CONTROVERSY, OR CLAIM.
    4. This Section 12 shall survive the termination of these Terms and Conditions.
13. Miscellaneous

1. Assignment. Neither party shall have the right to assign its rights or obligations under this Agreement without the prior written consent of the other party hereto; provided, however, that SM shall be permitted to assign this Agreement to any of its subsidiaries or affiliates now or hereinafter existing, including any acquirer of or successor in interest to SM. 
2. Modifications. No change, amendment or modification of this Agreement between the parties shall be binding upon the parties unless made in writing and signed by an authorized representative of SM and Participant. 
3. Authority. Participant represents and warrants that Participant has the right and authority to enter into this Agreement and to perform on its obligations herein. 
4. Governing Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Colorado, without regard to choice or conflict of laws rules. Any legal action concerning a claim or dispute involving Participant and SM and not subject to arbitration as set forth in Section 12, above, shall be brought in a state court located in Boulder, Colorado, and Participant expressly consents to the jurisdiction of any such court and agrees that venue is proper in any such court. 
5. Notice. All notices, requests and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Enrollment Agreement or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in the Agreement, a Notice is effective only (i) upon receipt of the receiving party, and (ii) if the party giving the Notice has complied with the requirements of this Section 12.e. 
6. No Agency. These Terms and Conditions do not create an agency, employment, partnership, joint venture or franchise relationship between SM and Participant. Neither party shall have the authority to create any obligation on the other or assume any obligation of the other. 
7. Waiver. No delay or failure by SM in exercising any right hereunder shall constitute a waiver of that right or any other right. 
8. Severability. The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any one or more of the provisions hereof shall not affect the validity or enforceability of the other provisions hereof. 
9. Headings. The headings used herein are for convenience only and shall not affect the meaning or interpretation of this Agreement.