Terms — Advisory Board Architects

ADVISORY BOARD ARCHITECTS, LLC’S

ONLINE TERMS AND CONDITIONS

Updated October 26, 2021

THESE TERMS AND CONDITIONS, INCLUDING OUR PRIVACY POLICY (COLLECTIVELY “TERMS”) ARE A BINDING LEGAL AGREEMENT. PLEASE READ THE FOLLOWING CAREFULLY. BY ACCESSING OUR SITE, EXECUTING AN AGREEMENT WITH US, OR USING OUR OTHER SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY OUR TERMS.

Welcome and thank you for your interest in Advisory Board Architects, LLC (“ABA”). We provide consulting, technology services, and other products and services to assist you in transforming your board of directors and management personnel in order to drive engagement and growth.

These Terms and Conditions reflect your agreement with us and apply to all our Services, including without limitation and by way of example only:

your proper and authorized use of our Site, including all pages related to https://advisoryboardarchitects.com.,
any consulting, technology, or other products or services you receive from us,
any agreement we make with you,
your access to our cloud-based software as a service (“SAAS”), downloadable software, and mobile applications, if any,
your access to support services, if any,
your participation in any survey or contest,
any User Content you may provide to us, and
your purchase of any of our merchandise.

1. Free Trials.

These Terms, including our Privacy Policy, apply equally to any evaluation or free trial period. If you are using our Services under a free trial period, your use of our Services is only permitted for the stated time period. Such trial period is provided “AS-IS” without indemnification, support, or warranty of any kind, expressed or implied.

2. Changes to Terms.

We reserve the right to change or cancel our Terms, our Services, and our other policies and agreements at any time in our discretion. The most current version of our Terms is available on our Site and shall replace all previous versions. Any revision will have a new “Updated on” date at the beginning of these Terms. If you disagree with our Terms, including our Privacy Policy, your only recourse is to discontinue your access and/or use of our Services. Where appropriate, you will be notified of changes to these Terms by e-mail or when you next access our Site or Services. The new Terms may be displayed on-screen and you may be required to read and accept the updated Terms, however, your use of our Services also confirms your acceptance of such Terms.

3. Services.

We will use industry-standard procedures to provide our Services. Please consult our Disclaimers herein.

Except as may be separately agreed upon in writing, we make no promise to continue to provide our Services and may cease to offer, support, maintain, or update our Services in our sole and exclusive discretion, which shall not be a breach of these Terms or any other agreement we may have with you.

4. Site.

Our Site is merely informational in nature. We may make changes to our Site at any time without notice to you, however, we make no commitment to update the Site for any reason. In addition, information on the Site or our Services may be out of date, inaccurate, incomplete, or contain errors or omissions. Any changes or failure to make updates shall not be considered evidence of improper action, a breach of these Terms, or grounds for an actionable Claim against us. Further, except for these Terms, our Site shall not form the basis of, or be relied upon in connection with, any contract or commitment whatsoever. Information published on the Site may refer to Services that are not available in your location. We are not responsible for any User Content displayed on our Site, whatsoever.

5. Accounts and Registration.

Access to our Site does not require an account. You may be required, however, to execute our Master Services Agreement and to register for an account to access and use some of our Services. When you register for an account, you may be required to provide us with some Personal Data (such as your name, e-mail address, credit card information, mailing address, position with your employer or entity, and other contact information). You agree that the Personal Data you provide to us is accurate. When you register, you may be asked to create a username and/or password. If so, you are solely responsible for maintaining the confidentiality of your login information. You agree to accept responsibility for all activities that occur under your account. You may not use anyone else’s username, password, or account at any time. We cannot and shall not be liable for any loss or damage arising from your failure to comply with these obligations. We may need to change your chosen username in certain circumstances, e.g., if another user has already selected your chosen username. For more information on our use of Personal Data, please consult our Privacy Policy.

6. License.

Subject to these Terms, any other agreement you may execute with us, and any fees we charge to use our Services, we grant you a terminable, worldwide, non-exclusive license to use our Services solely for their intended purposes.

In the event you are making use of our cloud-based, downloadable, or mobile device software, you must accept all license terms detailed in any End User License Agreement (“User Agreement”) before being granted access to such software. See Appendix A. The User Agreement will be made available to you prior to your first login to any software and whenever that User Agreement is modified. Should you not accept our User Agreement, your only recourse shall be to cease use of our software Services.

7. Limitations.

a. We retain all Intellectual Property rights, title, and interest in our Services. Any unauthorized use of our Services may violate Intellectual Property and other applicable Laws.

b. We do not grant to you any further license to access, copy, download, reproduce, modify, prepare, or create Derivative Works of, publicly display, publicly perform, sublicense, transfer, assign exploit, or distribute our Services, except that you may freely use your own User Content and your own photographic stills, audio, video, or audio-video media.

c. For clarity, you agree, warrant, and represent that you will not, without our prior written permission,

1) Use any of our Services except as permitted in these Terms,

2) Copy, modify, improve, revise, or create Derivative Works to our Services without our prior written permission,

3) Reverse assemble, compile, decompile, disassemble, re-engineer, or reverse compile the whole or any part of our Services,

4) Sub-license or redistribute any of our Services without our prior written permission,

5) Remove any Intellectual Property ownership or management information from our Services, including, without limitation, patent, trademark, copyright, and/or other restricted rights notices incorporated into our Services,

6) Use our Services for any illegal purpose whatsoever, or in violation of applicable Laws,

7) Provide, post, upload, or distribute any User Content that violates a third party’s legal rights, is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate,

8) Interfere with our Services or any third party’s use of our Services in any manner,

9) Use our Services to make unsolicited offers or advertisements to third parties in violation of any applicable Laws,

10) Use our Services to attempt to collect Personal Data about third parties without their consent,

11) Circumvent, remove, alter, deactivate, degrade, or thwart any of our content protections,

12) Frame or utilize any framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) displayed on our Site or in our Services without our prior written permission,

13) Purchase search terms or use any metatags or any other "hidden text" utilizing our names or trademarks without our prior written permission,

14) Attempt to hide your identity, or

15) Use any robot, spider, automated technology, device, or manual process to monitor or copy our Site or use any of the same to interfere, or attempt to interfere, with our operations.

d. You may not attempt to develop your business through use of any part of our Intellectual Property. You shall not, directly or indirectly, anywhere throughout the world, present, develop, manufacture, produce, market, sell, or provide any product or service that uses any concepts, formats, presentation methods, methodology, terminology and/or other Intellectual Property owned by us or that is specifically derived from or attributable to our Services or property.

e. Nothing in these Terms should be construed as conferring by implication, estoppel, or otherwise, any license or right to you to our Intellectual Property except as specifically granted by written agreement, signed by you and us.

f. This Section, including all subsections, shall survive termination of your use of our Services and any other agreement you may have with us.

8. Bugs | Errors & Updates.

In the event we or our Business Partners discover that your equipment will not produce the desired results, or your equipment or a Services location hinders, bars, or reduces the quality of the Services, you (the “Customer”) take full responsibility and liability for such issues and hereby indemnify us and our Business Partners from and against any liability for such issues. We shall not be responsible or liable for inability to complete Services when your equipment or the Services location is faulty or hinders quality. You will still be responsible for all payments required under any other agreement you have with us.

In the event you or we discovery bugs or errors in our Services, we will endeavor to correct such issues in accordance with industry standards to the extent those issues cause our Services to fail in their intended purposes. In the event we are unable to correct such bugs or errors, your only recourse shall be to stop using our Services. Please consult our Disclaimers for more information.

You grant us permission to install upgrades, updates, and improvements to our Services that are purchased, licensed, or leased from us in our sole reasonable discretion.

9. User Content.

For clarification, User Content includes, without limitation, photographic stills, text, audio, video, and audio-video media owned by you or used by you with permission from a third Person. It may be commentary, a testimonial, survey responses, or a video. It may include images, names, or a human individual’s voice. You are solely responsible for any User Content and hold us harmless, and indemnify us and our Business Partners, from and against any liability, including attorneys’ fees and costs, arising from your use of such User Content whatsoever. By way of example only and not by way of limitation, if you post video of an individual, make sure you have that individual’s consent.

Any views or opinions expressed in any User Content and displayed on our Site (with your permission) or elsewhere do not necessarily state or reflect our views or opinions.

Your sole and exclusive remedy for your or any third Person’s loss or damage to, or caused by, User Content will be for us to identify the User Content as belonging to you. We do not maintain, backup or otherwise retain User Content on your behalf.

10. Limited License to ABA: User Content.

By providing us with any User Content, unless otherwise agreed upon in writing, you hereby grant us a royalty-free, nonterminable, world-wide license to view, copy, report on, commingle, and otherwise access and use User Content in whole or in part (a) to provide Services requested by you, and (b) for any commercial, analytical, or statistical purposes, alone or in combination with other content, whatsoever, and in any form and format. This license shall continue unless terminated by your notice to us, whereupon we shall delete, pseudonymize, or anonymize your User Content displayed on our Site or in our possession or control within a reasonable period of time of your notice. We shall not be required to remove, alter, or collect User Content published or distributed and not under our control or posted to social media prior to your notice of termination regardless of who posted such content.

Except as permitted herein, we will not aggregate, monetize, or otherwise use your Personal Data for commercial, analytical, or statistical purposes in any manner that would allow third Persons to associate such Personal Data with you. For more information, please consult our Privacy Policy.

This Section, including all subsections, shall survive termination of your use of our Services and any other agreement you may have with us.

11. Release: User Content.

You hereby release, discharge, and agree to save ABA as well as our Affiliates and Business Partners, harmless from any liability whatsoever for any Claims related to our use of your User Content, including attorneys’ fees and costs. Such release includes, by way of example only, any Claims arising from blurring, distortion, alteration, optical illusion, or use of such User Content in composite form, whether intentional or otherwise, and any Claims for libel, false light, and/or invasion of privacy.

12. User Content: Your Representations and Warranties.

You affirm, represent, and warrant that:

You are the creator and owner of, and/or have the necessary licenses, rights, consents, and permissions to use User Content,
To the best of your knowledge, all User Content is true and accurate and transmission thereof to us does not violate any applicable Laws,
User Content does not and shall not: (i) infringe, violate, or misappropriate any third-party right, including any Intellectual Property or other proprietary right, or (ii) slander, defame, harass, or libel any third party, and
You will comply with all Terms herein.

In addition to all other warranties and indemnifications in these Terms, you hereby indemnify and hold us harmless from and against all Claims and liability, including attorneys’ fees and costs, related to your breach of the representations and warranties in this Section (including subsections).

13. Payments.

Fees paid for Services, if any, are NONREFUNDABLE.

If you have executed another agreement with us for Services, our Fees and payment deadlines are specified therein. In that event, you agree that we may bill charges through the payment method specified in your account or as otherwise specified by you, for example, a credit card. You authorize such credit card account to pay any amounts so paid or contributed by you and authorize us and our authorized payment processor (a Business Partner) to charge all sums described and authorized to such credit card account. You agree to provide us, or our Business Partners who process your Payment, with updated information regarding your credit card account upon our request and any time the information earlier provided is no longer valid. We enter into agreements with third-party processors requiring Personal Data to be maintained as confidential. To the extent we have knowledge of any request for disclosure of your Personal Data relating to Payments to a governmental authority or legal process, we will notify you at your last-known email address.

This Section, including all subsections, shall survive termination of your use of our Services and any other agreement you may have with us.

14. Audit | Monitoring Rights.

We reserve the right to monitor all use of our Services. In the event any monitoring reveals that Services are being used contrary to these Terms, you will be responsible for the payment to us of:

additional fees consistent with your actual use of our Services, and
our costs and expenses in performing any such audit (these bullet points are, collectively, “Assessments”).

Any Assessments under this Section shall be without prejudice to any other rights and remedies we may have for breach of these Terms. Our decision not to perform an audit shall not relieve you of your obligations under these Terms.

This Section, including all subsections, shall survive termination of your use of our Services and any other agreement you may have with us for two (2) years.

15. Eligibility.

You must be the age of majority in the jurisdiction in which you reside to use our Services.

Our Site may be accessed by children, but we do not knowingly allow children to purchase, license, or lease Services or to provide User Content to us.

By agreeing to these Terms, you represent and warrant to us that: (a) you are the age of majority in your jurisdiction, or are not under eighteen (18) if you reside in the U.S., and are competent to agree to these Terms; (b) you have not previously been suspended or removed from using our Services; and (c) your use of our Services is in compliance with any and all applicable Laws. If you are using our Services on behalf of a company or organization, your organization may have entered into a separate agreement with us for Services, but you must still agree to be bound by these Terms on behalf of yourself as well.

16. Linked Accounts | Lined Sites.

We may, now or in the future, permit you to register for an account, provide User Content, or purchase, license, or lease our Services through certain Linked Accounts. By using a Linked Account, you agree that we may access and use any account information from the Linked Account that you have configured to be made available to third parties in this manner, and you agree to the Linked Account’s terms of use regarding your use of our Site through that Linked Account. If you have reason to believe that your account is no longer secure, you must immediately notify us at info@advisoryboardarchitects.com. You may alter our access permissions by changing the settings on your Linked Account.

Any reference or link to another company, website, or service does not constitute or imply any ownership, sponsorship, endorsement arrangement, or any other relationship with us. We make no representation regarding these third Persons and have no control over how third Persons use information, their use of “Cookies,” or the safety of content on their websites. Please consult our Privacy Policy and the information regarding Linked Sites in that policy. Should you be directed to a third-party website, we disclaim any and all liability whatsoever (as more specifically detailed by our Disclaimers herein). Should you have any questions regarding these third Persons or the information shared, please contact info@advisoryboardarchitects.com.

17. Assignment of Improvements.

Any Improvement to our Services is owned by us, even if such Improvement is conceived of, developed, or created by you.

In the event you think of or create any Improvements based upon or derived from our Services, you agree: (a) to promptly notify us of any such Improvement, providing all appropriate information for us to develop and utilize such Improvement by contacting info@advisoryboardarchitects.com and (b) without the necessity of further agreement or compensation, to assign to us all world-wide rights, title, and interest in any such Improvement. You agree to promptly execute all documents, prepared at our expense, that are reasonably necessary to reflect this assignment without any further consideration.

18. Refusal to Provide Services.

You understand and agree that we have the right to refuse to provide Services to you or any other individual for any reason in our sole discretion except as otherwise disallowed by applicable Laws. We also have the right to remove or delete any User Content you provide to us (directly or through our social media or through any link to our social media (e.g. using “@” or “#” with our Marks) without notice to you. Such refusal shall not be a breach of these Terms or any other agreement with you and shall not subject us to any liability for Claims, including attorneys’ fees and costs, without limitation, even if you suffer damages.

19. Copyright.

Some portions of our Services may be copyrighted and owned solely by us or are used by us under license from a third party. Your unauthorized use of such copyrighted Services, in whole or in part, may violate U.S. Copyright Laws, as well as other applicable Laws. You may not use our copyrighted materials without our written permission.

20. Trademarks.

We own the following trademark(s) and trade name(s) (“Marks”), whether registered in the U.S., elsewhere in the world, or utilized at common law:

ADVISORY BOARD ARCHITECTS

This list may not be complete and we may own additional Marks that are not listed herein. If you have questions about our Marks, please contact info@advisoryboardarchitects.com. You may not use any of our Marks without our written permission. Notwithstanding, if you wish to post User Content resulting from the use of our Services on your own social media or website, you may use #AdvisoryBoardArchitects or @AdvisoryBoardArchitects in that post.

21. Intellectual Property Violations

In the event you believe your Intellectual Property rights have been violated, please contact info@advisoryboardarchitects.com and provide us with all of the following information:

Your, or your authorized agent’s, physical or electronic signature as the Intellectual Property owner.
Identification of the Intellectual Property claimed to have been infringed or, if multiple materials are infringed, identification of a representative list of such works, including a link to the original work and any registration certificates if available.
Identification and location of the infringing material within our Site, our social media, or other specific locations within our possession and control.
Your contact information, including name, physical and email address and telephone number(s).
A statement that you have a good faith belief that the use of the material in the manner asserted is not authorized by you, as the Intellectual Property owner, your agent, or the Law.
A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the Intellectual Property owner (if filed by an agent).

Note, we require all of the above information. If you send us incomplete information, we will not be able to process your request. We will return your request, indicating what information is missing.

22. Relief for Breach.

We reserve all rights and remedies at law and equity in the event you breach any of these Terms or violate our rights in any manner. You agree that we may proceed with such injunctive or other equitable relief without the necessity of posting a bond as may be available to prevent your breach and, in addition, may pursue an action to recover damages. You agree that if you have cloned or are using a clone of our Services (including, without limitation, our Site), in whole or in part, or have intentionally or recklessly misutilized our Services for yourself or a third Person in violation of any Laws, for any reason, you shall be liable for all damages incurred by us, any profits you have earned through such breach (without duplication), and you may be subject to an injunction to prevent further breach. We may also terminate your ability to use our Services, without reimbursement for Payments made to us, for any breach of these Terms.

23. Business Partners.

We may have agreements with Business Partners, which partners may change without notice. We do not grant you any rights to further use our Business Partners’ names or trademarks without their prior written permission. For information regarding Personal Data that may be shared with our Business Partners, please consult our Privacy Policy.

24. Electronic Communications.

For Site visitors or Service customers located outside of the EU/EEA, by accessing our Site and/or downloading, licensing, accessing, or using our Services or contacting us for further information, you consent to receiving our electronic communications.

For Site visitors or Service customers located within the EU/EEA, we will only communicate with you as detailed in our Privacy Policy.

All recipients of communications from us will be provided with an option to opt out of communications from us in each communication.

You agree that any notice, agreements, disclosure, or other communications that we send to you electronically shall satisfy all legal communication requirements, including that such communications be in writing. Should you wish to opt out of e-mail communications, except for legal notices, please let us know by contacting unsubscribe@advisoryboardarchitects.com. We will remove your e-mail from our database for such e-mails within a reasonable time period. Notwithstanding, our delay in complying with your opt-out request shall not be considered a breach of these Terms.

25. Indemnity.

In addition to all other indemnification detailed in these Terms, you agree to hold harmless and indemnify us from and against any third-party Claims, including attorneys’ fees and costs, arising in any way from your acts or omissions that cause damage or injury to such third party.

26. Disclaimers and Limitations on Liability.

Except as specifically detailed herein and in any agreement you or your employer may have with us, our Services shall not form the basis of, or be relied upon in connection with, any additional contract or commitment whatsoever.

SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND YOU MAKE USE OF SUCH SERVICES AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ABA AND ITS AFFILIATES, LICENSORS, REPRESENTATIVES, BUSINESS PARTNERS, AND SERVICE PROVIDERS, HEREBY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING OUR SERVICES OR OTHERWISE RELATING TO THESE TERMS OR ANY OTHER AGREEMENT YOU MAY HAVE WITH US. BY WAY OF CLARIFICATION AND NOT LIMITATION:

YOU UNDERSTAND THAT COMPUTERS AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL PERIODS OF DOWNTIME OCCUR. ABA AND ITS AFFILITES, LICENSORS, REPRESENTATIVES, BUSINESS PARTNERS, AND SERVICE PROVIDERS DO NOT GUARANTEE THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR THAT CONTENT LOSS WON’T OCCUR, NOR DO WE GUARANTEE ANY CONNECTION TO OR TRANSMISSION FROM COMPUTER NETWORKS.

YOU UNDERSTAND THAT INDIVIDUALS WHO ARE BOARD MEMBERS ARE NOT INFALLIBLE. YOU ACCEPTSALL RISKS ASSOCIATED WITH THE ADVICE AND COMMENT PROVIDED BY SUCH BOARD MEMBERS, REGARDLESS OF WHO SELECTED SUCH BOARD MEMBER(S) AND WHETHER THOSE BOARD MEMBERS ARE ABA REPRESENTATIVES. ABA SHALL NOT BE LIABLE FOR ANY BOARD MEMBER’S ADVICE OR COMMENT UNLESS SUCH ADVICE OR COMMENT IS A RESULT OF ABA’S GROSS NEGLIGENCE OR INTENTIONAL WRONGDOING.

YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION OF PROBLEMS CAUSED BY VIRUSES OR OTHER HARMFUL COMPONENTS CAUSED BY YOU, DIRECTLY OR INDIRECTLY, ORIGINATING IN YOUR ENVIRONMENT, OR RESIDING IN YOUR ENVIRONMENT THROUGH YOUR OR A THIRD-PARTY’S ACTS OR OMISSIONS.

ABA AND ITS AFFILITES, BUSINESS PARTNERS, REPRESENTATIVES, LICENSORS, AND SERVICE PROVIDERS HEREBY DISCLAIM AND MAKE NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY, QUALITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF THE SURVEYS, QUESTIONNAIRES, REPORTS, DATA, SCORES, RESULTS, ADVICE, COMMENT, OR OTHER INFORMATION OBTAINED, GENERATED, OR OTHERWISE RECEIVED BY YOU FROM ACCESSING AND/OR USING THE SERVICES OR OTHERWISE RESULTING FROM THESE TERMS OR ANY OTHER AGREEMENT EXECUTED WITH ABA.

ABA MAKES NO WARRANTIES OR REPRESENTATIONS AS TO ANY LICENSED SOFTWARE WHATSOEVER, EXPRESS OR IMPLIED. YOU ACCEPT WHATEVER WARRANTIES, LIMITATIONS ON LIABILITY, AND REMEDIES PERMITTED IN ANY SOFTWARE LICENSE AGREEMENT AND AGREE TO ACCEPT ALL TERMS AND CONDITIONS OF ANY SUCH LICENSE AGREEMENT. YOU AGREE THAT ABA SHALL HAVE NO LIABILITY FOR THIRD-PARTY SOFTWARE PROVIDED IN CONJUNCTION WITH ABA SERVICES, WHATSOEVER.

EXCEPT AS PROVIDED HEREIN, ABA AND ANY OF ITS LICENSORS, BUSINESS PARTNERS, AFFILIATES, REPRESENTATIVES, AND SERVICE PROVIDERS, SHALL NOT BE LIABLE IN ANY MANNER TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE DAMAGES, LOST PROFITS, OR LOST REVENUE, WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS INFORMATION, DATA, PERSONAL INJURY, PROPERTY DAMAGE, OR ANY OTHER LOSS ARISING OUT OF THE USE OF OR INABILITY TO USE ABA’S SERVICES, EVEN IF ABA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF ABA’S FAULT OR NEGLIGENCE AND REGARDLESS OF WHETHER THAT NEGLIGENCE IS ACTIVE OR PASSIVE.

IN THE UNLIKELY EVENT OF ANY CLAIM AGAINST YOU BY ANY THIRD PARTY, ABA’S SOLE RESPONSIBILITY TO YOU WILL BE LIMITED TO PROVIDING EVIDENCE OF ABA’S OWNERSHIP (OR AS LICENSEE) OF THE SERVICES AND IDENTIFICATION OF THESE TERMS AND ANY OTHER AGREEMENT EXECUTED WITH ABA.

IN THE EVENT ANY LIMITATION IN THIS SECTION 26, INCLUDING SUBSECTIONS, IS ADJUDICATED IN A JURISDICTION THAT DOES NOT ACCEPT SUCH LIMITATION(S) OR IS A RESULT OF ABA’S GROSS NEGLIGENCE OR INTENTIONAL WRONGDOING, ABA’S MAXIMUM LIABILITY SHALL BE THE TOTAL OF FEES PAID BY YOU TO ABA DURING THE TWO (2) MONTHS IMMEDIATELY PRECEDING WHEN THE CLAIM AROSE. THIS MAXIMUM RECOVERY SHALL INCLUDE ALL COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, YOUR ATTORNEYS’ FEES AND COSTS AND ANY AMOUNTS FOR SETTLEMENT (“MAXIMUM RECOVERY”).

27. Choice of Law | Applicable Laws.

Unless otherwise agreed upon or specified herein, you agree that any legal problems or issues arising as a result of our Services, User Content, these Terms, or any other agreement executed with us, whatsoever, are subject to the Laws of the State of Colorado, U.S.A., unless U.S. Federal laws apply, without giving effect to any principles of conflict of laws. Jurisdiction shall only be appropriate in the Colorado state courts in the county in which ABA has its principal place of business or closest U.S. District Court. Further, you and ABA expressly and irrevocably consent to the personal and subject matter jurisdiction and venue in these courts for any Claim made relating to these Terms, our Services, and any other agreement you may have with us. You also agree that, unless against the applicable Law in the Jurisdiction, you shall only assert Claims against us (including any Persons associated with us) in an individual (non-class, non-representative) basis, that you shall not seek or agree to serve as a named representative in a class action or seek relief on behalf of anyone other than yourself, and that all Claims you may have against us shall be raised in the aggregate.

We administer our Services from our offices in Colorado, USA. We make no representation that our Services are appropriate or available for use in your jurisdiction, and access to our Services from territories where such Services are illegal is prohibited. If you choose to access, download, license, lease, purchase, and/or use our Services from outside the United States, you do so on your own initiative and are responsible for compliance with applicable Laws.

28. Notices.

Any notice, request, demand, or other communication required under these Terms must be in writing and will be deemed sufficiently given upon delivery if mailed by U.S. mail, postage pre-paid or by hand delivery. All such notices will become effective on the date of receipt.

Any notice to ABA should be provided to:

Advisory Board Architects, LLC

5211 South Quebec Street

Greenwood Village, Colorado 80111

USA

Telephone: (303) 996-0880

Questions or comments regarding these Terms may be sent to:

info@advisoryboardarchitects.com

· (for questions regarding our Services)

info@advisoryboardarchitects.com

· (for legal issues or questions regarding these Terms (including our Privacy Policy)

29. Definitions.

a. Affiliate” means, for so long as one of the following relationships are maintained, (i) a business entity owned by, controlled by, or under common ownership or control with another Person to the extent of more than fifty percent (50%) of the equity (or such lesser percentage that is the maximum allowed to be owned by a foreign corporation in a particular jurisdiction) having the power to vote on or direct the affairs of another or (ii) any Person controlled by, controlling, or under common control with another Person.

b. “Business Partners” are Persons with whom we enter into agreements to assist with distributing our Services, to process payments, to analyze traffic, and to communicate with you. Independent contractor trainers are Business Partners.

c. “Claim” means any disagreement whatsoever, including, without limitation, any controversy, dispute, demand, cause of action, litigation, or other legal or equitable proceeding whatsoever.

d. “Customer” means a Person entering into a contract with us for the provision of Services in addition to these Terms. Any reference to “you” in these Terms means any Person using our Services, including Customers.

e. “Improvement” means any alteration, modification, change, or product or service derived from a pre-existing work, product, or service.

f. “Information,” means any of our text, artwork, audio, video, or multimedia content on our Site or included in our Services.

g. “Intellectual Property” has the meaning generally and most broadly understood and includes, by way of example and not limitation, (i) all designs, specifications, processes, techniques, technology, drawings, strategies, methodologies, presentations, prototypes, computer programs, models, marketing plans, and inventions, any of which may or may not be represented by patent applications, patents, trademarks, copyrights, moral rights, and trade dress, whether or not registered or registrable, and including all rights to related applications and registrations; (ii) confidential and/or proprietary information, Trade Secrets, ideas, concepts, and know-how; and (iii) publicity rights and privacy rights, all of the above (i), (ii) and (iii) in any form or format.

h. “Jurisdiction” for any Claims related to these Terms or the subject matter herein means the Colorado, U.S.A. county in which ABA has its principal place of business or the U.S. Federal District Court of Colorado.

i. “Law” or “Laws” means all applicable federal, state, and local statutes, rules, regulations, ordinances, and related case law.

j. “Linked Account” means an account that you may have with a third-party website or social networking service from which account you are able to link to our Services, including our Site.

k. “Person” means a human individual and/or a business entity as is applicable.

l. “Personal Data” is defined differently depending where you reside. If you reside in the United States, to the extent appropriate under applicable Laws, Colorado Law controls in these Terms except as superseded by U.S. Federal law. In the event you are located in the European Union/European Economic Area (“EU/EEA”), Personal Data will be defined by the applicable Laws where you reside, however, these Laws shall not over-ride the subject-matter and personal Jurisdiction of Colorado, U.S.A. as defined herein.

m. “Services” means any and all offerings from us to you, including without limitation, our Site, Information on such Site, training, consulting, software as a service, merchandise, surveys, contests, and other products or services we may offer or provide at any time.

n. “Site” or “Website” means https://www.advisoryboardarchitects.com and all pages associated with this domain name, any other ABA Internet websites, and our Affiliates’ Internet websites, excluding User Content.

o. “Tax” means any charge, levy, impost, duty (including without limitation goods and services tax, value added tax, sales tax, withholding tax, stamp duty, or transaction duty), fee, deduction, and any interest, fine, or penalty charge that is assessed, levied, imposed, or collected by any government body.

p. “Trade Secret” has the meaning provided by Colorado law and U.S. Federal law (whichever is broader) as amended from time to time.

q. “Transfer” means any sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by request, devise or descent, or other disposition of any kind, including, without limitation, transfers to receivers, levying creditors, trustees, or receivers in bankruptcy proceedings, or general assignees for the benefit of creditors, whether voluntary or by operation of law, directly or indirectly.

r. “User Content” means any information or material provided by you to us in any form or format and through any media or medium and may include, by way of example only, Personal Data, audio-video material, linked content, surveys, and contest submissions.

30. General Terms.

The general terms of any master service agreement (“MSA”) that you execute with, including our business terms, shall control. If you are a Site visitor or prospective Customer and have not executed an MSA, the following general terms shall be applicable.

a. Confidentiality. If you and ABA have executed a confidentiality agreement relating to confidential information belonging to one or both of us, that agreement shall continue in full force and effect and the terms of such agreement are incorporated into these Terms as if fully set forth herein.

b. Independent Contractors. We are an independent contractor to you and any of your board members. IN THE EVENT YOU HAVE A CLAIM REGARDING SERVICES COMPLETED BY INDEPENDENT CONTRACTORS OR FOR THE ACTS OR OMISSIONS OF AN INDEPENDENT CONTRACTOR, YOU AGREE THAT ANY SUCH CLAIM IS BETWEEN YOU AND SUCH CONTRACTOR WITHOUT ANY LIABILITY OR CONTRIBUTION FROM US.

c. Third-Party Materials. In the event you request us or one of our independent contractors to use third-party property in completing Services, you warrant and represent that you have obtained prior written authorization for the use of such property and hereby hold harmless and indemnify us and our independent contractors against any liability for the use of such property for your benefit.

d. Dispute Resolution. With the exception of any type of Claim wherein either you or ABA is entitled to seek the immediate remedy of a temporary restraining order, preliminary injunction, or such other form of injunctive or equitable relief as may be used by any court of competent jurisdiction to restrain or enjoin the Person breaching these Terms, or to specifically enforce the provisions of such Terms, we both agree to resolve any Claims as follows: We shall first attempt to resolve the dispute between ourselves through good faith informal negotiations between the principals. If we are unable to resolve the dispute within thirty (30) days of an initial notice of a Claim by one of us to the other, we may then agree to submit the dispute to mediation or, if we do not wish to mediate their dispute, either of us may file an action with a court within the Jurisdiction (solely Colorado) for relief.

e. Reservation of Rights. All Intellectual Property contained within our Services remains our exclusive property. We reserve all rights not expressly granted to you.

f. Assignability. We may assign all or part of our rights under these Terms in connection with a merger, acquisition, asset sale, operation of Law, or otherwise without notice to you. You may not assign any of your rights or obligations under these Terms whatsoever.

g. Entire Agreement. Unless you execute a further master service agreement with us, these Terms (including our Privacy Policy) constitute the entire understanding and agreement between you and ABA with respect to the subject matter covered herein and supersede all other prior agreements, understandings, or statements, written or oral, by or between us, if any, with respect to such subject matter. Notwithstanding, these Terms may be amended by us in our sole and exclusive discretion on notice by posting the most recent version of these Terms on our Site and notification to you if you have an account/registration with us.

h. Claims. In the event you have knowledge of any Claim made by a third party against you, or referencing you, and relating in any manner to our Services, you will promptly notify us of such Claim. You will further assist us with all reasonable assistance in the defense of such Claim. No settlement shall be agreed upon without our involvement and approval.

i. Severability. If any provision of these Terms is held to be invalid, illegal, unenforceable, or in conflict with applicable Laws or public policy, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired and shall remain in full force and effect and a court of competent Jurisdiction will endeavour to modify that clause in a manner that gives effect to the intent of these Terms.

j. Language. These Terms are to be construed in the American English language. Any translated copy provided is for convenience only. The American English language shall control in the event of any contradiction between the English language version and a translated version. Further, any Claim must be made and determined in the American English language.

k. Force Majeure. We will not be liable for any damages to you or to third parties for any delay or default in performance if such delay or default is caused by conditions beyond our control, including, but not limited to, acts of God, Government restrictions, regulations, Laws, or sequester, continuing domestic or international problems such as pandemics, epidemics, public health or safety closures, public health advisories, wars, threats of terrorism, or insurrections, strikes, fires, floods, work stoppages, embargoes, or border closures. In the event a force majeure event continues for over three (3) months, either you or ABA may terminate any further master service agreement, which termination shall not be considered a breach. All Terms that survive beyond termination will continue in full force and effect.

l. Construction. Any reference to “herein” shall refer to these Terms generally and not to a specific Section. Headings and fonts are for convenience only. Anything that cannot be done “directly” under these Terms may also not be accomplished, and shall be a breach of these Terms, if accomplished “indirectly.” Any limitation on the use of our Services or our Intellectual Property automatically includes a limitation on the use of such property “in whole or in part.” These Terms are not to be construed against the drafter. Any reference to “it” or “he” or “they” shall include the party so referenced, regardless of gender and whether a human individual or entity.

m. Waiver. Waiver of any provision of these Terms must be in writing to be effective. Waiver of any breach of any provision of these Terms will not constitute or operate as a waiver of breach of such provision on any other occasion nor a waiver of any breach of other provisions, nor will failure to enforce any provision operate as a waiver of such provision.

n. Contests. In the event we sponsor a contest, complete contest rules will be available on our Site. All Terms herein apply to any contest. These Terms shall control in the event of any conflict between contest terms and these Terms.

o. Other Laws. Nothing in this Agreement shall be construed to limit or negate any common or statutory law, including, without limitation, any such law of torts, fiduciary duties, or trade secrets, where such law provides a party with broader protection than that provided herein. Each of us hereby reserves all rights and remedies not specifically mentioned herein, whether in equity or law.

p. Survival. Sections 14 – 30 of these Terms, including all subsections, shall survive termination of your use of our Services and any other agreement you may have with us.

APPENDIX A: SOFTWARE LICENSE ADDENDUM

THIS APPENDIX A APPLIES TO ALL PERSONS LICENSING ABA’ SOFTWARE.

ABA Software User Agreement

THIS IS A BINDING LEGAL DOCUMENT. IF YOU AGREE TO ALL TERMS, CLICK “I ACCEPT” AFTER READING THIS USER AGREEMENT. IF YOU DO NOT AGREE TO ALL TERMS, DO NOT CLICK “I ACCEPT” AND YOU WILL NOT BE PERMITTED TO ACCESS AND USE THE ABA SOFTWARE.

1. LICENSE. Once you accept this User Agreement, Advisory Board Architects, LLC (hereafter “ABA,” we,” “us” or “our”) will provide you with an activated username and a password to use licensed ABA software and services (collectively the “ABA Software”) for its normal and intended purposes. This ability to use the ABA Software is known as a license. The license is non-exclusive and terminable. We may terminate this license if you fail to abide by all terms of this User Agreement. If you are employed and are using ABA Software through your employer (or through the company who engaged your services), all references to “you” in this User Agreement include your “employer.” Any new services, products, updates, modifications, enhancements, or new versions, if we provide any to you, will also be subject to this User Agreement.

2. EVALUATION LICENSE. This User Agreement also applies to any evaluation license or free trial period. If you are accessing the ABA Software for beta or other testing purposes, for evaluation purposes, or under a free trial period, your use is only permitted for the stated, limited, time period. Such evaluation or free trial period is provided “AS-IS” without indemnification, support, or warranty of any kind, express or implied.

3. LICENSE RESTRICTIONS. You agree to abide by the following restrictions now and after your license to use the ABA Software ends. We may interrupt or cancel your access if you fail to abide by these restrictions, in whole or in part, or any terms of this User Agreement, which cancellation or interruption shall not be a breach of this User Agreement.

a. You shall keep your login information secret; and you are responsible for all activities that occur under such login information. Notwithstanding, you may share such login information with your systems administrator, if any.

b. You shall not change, modify, enhance, or adapt the ABA Software in whole or in part.

c. You shall not copy, reproduce, republish, upload, post, transmit, license, sublicense, rent, lease, assign, or distribute the ABA Software, or any portion thereof, or facilitate or permit a third party to do so without our advance written permission.

d. You shall not create any software or services that are derived from the ABA Software in whole or in part.

e. You shall not reverse assemble, decompile, disassemble, re-engineer, or reverse compile the ABA Software in whole or in part.

f. You shall not sub-license or distribute the ABA Software or any materials contained within the product in whole or in part.

g. You shall reproduce and display all our Legends on authorized copies of ABA reports and related materials.

h. You shall not remove or alter any of our Intellectual Property or notices, disclaimers, or other legends (collectively “Legends”) contained in the ABA Software or appearing on any screens, documents, reports, numeric results, or other materials.

i. You shall not share the ABA Software with, or distribute it to, any third party, including any Affiliate, or support a third-party’s operations through the access and/or use of the ABA Software.

j. You shall not attempt to access any of our systems, programs, or data that are not specifically licensed to you or otherwise made available by us for your licensed use.

k. You shall not use any device or software to interfere or attempt to interfere with the proper operation of the ABA Software or any third party’s use of such product.

l. You shall not publicly display the ABA Software.

m. You shall not transmit the ABA Software electronically or allow access to the ABA Software over a network or a public computer-based information system that permits access to a greater number of users than licensed.

n. You shall not use the ABA Software in multiple computer or multiple user arrangements unless that use is covered by a separate license for each computer or user.

o. You shall abide by all applicable local, state, national, and international Laws, including without limitation, you shall not ship, transmit, transfer, or export the ABA Software into any country or use the ABA Software in any manner prohibited by U.S., or by any importing nation’s, applicable import/export Laws.

p. You shall use all reasonable efforts as are standard in the industry to assist us in providing the ABA Software to you.

q. You shall promptly notify us by email at the customer support email address provided to you of any unauthorized use of your login information or the login information of any other user within your organization.

r. The terms of this Section #3 and all subparagraphs (except p. and q.) shall survive the termination of this User Agreement.

4. REVISIONS. Unless other provided by written agreement, we reserve the right to modify, discontinue, delete, or restrict any aspect or feature of the ABA Software without notice or liability to you. We also reserve the right to change this User Agreement at any time and in any manner. We will, however, make commercially reasonable efforts to provide you with prior notice of such alterations or discontinuation. We agree that changes cannot be retroactive. We will provide you with notice of any changes to this User Agreement. Your only recourse, if you disagree with the most current version of this User Agreement at any time, is to discontinue your use of the ABA Software.

5. FEES/CHANGES. All charges for use of the ABA Software are specified in a separate written agreement (the “Business Terms”). These terms apply to such agreement as if specifically included therein. Please be aware that your actions may result in increased charges.

6. SYSTEMS ADMINISTRATORS. If you are a systems administrator who has licensed multiple logins, you may authorize additional End Users, up to the number of licensed passwords; and you may assign various permission levels to those passwords.

7. DATABASE INFORMATION. Data you input in the ABA Software is owned by you or the third party from whom you received the Data. While we store and otherwise maintain your data as we store our own data, we recommend you back up your data regularly. If you lose or damage your Data, we are not responsible for that loss. We will use commercially reasonable efforts to assist you in restoring lost or damaged Data from our latest backup that we maintain in accordance with our standard archival/backup procedures; however, you will be charged our standard hourly rates for that restoration. You promise that all data and content does not violate any applicable laws or anyone’s rights. Further, you warrant and represent that you comply, and shall comply, with all applicable laws regarding the protection of personally identifiable information and protected health information, if applicable.

8. DATA LICENSE. You grant us and our Business Partners a royalty-free, terminable, world-wide license to view, copy, report on, and otherwise use your Data confidentially to provide you with Services and for internal business purposes in order to improve the Services generally and perform troubleshooting and maintenance. You grant us a royalty-free, nonterminable, world-wide license to view, copy, report on, commingle, and otherwise use pseudonymized or anonymized Data, analytics, and statistical information derived from your Data in whole or in part for any commercial purposes, including and by way of example only, (i) to improve Services generally, (ii) to perform troubleshooting and maintenance, (iii) to advertise Services, and (iv) to combine with other client data (also pseudonymized or anonymized) for commercial purposes.

In the event your Data is stored on our servers, or in the event you request our assistance in training or making use of the ABA Software, you grant us, our Business Partners, and licensors a royalty-free, nonterminable, world-wide license to view personally identifiable database information, reports, and analytics to (i) provide services to you, perform troubleshooting and maintenance, and (ii) improve our services and products.

9. OWNERSHIP. We own, or possess a license allowing us to sublicense, the ABA Software in whole or in part. The license granted to you gives you no other rights, title, or interest in the ABA Software. Upon termination of this license, (i) you will not maintain any copies of any portion of the ABA Software (except for reports generated during the course of your product use), (ii) you will destroy all copies of such ABA Software, (iii) upon our request, you will promptly certify that you do not have possession of any of our tangible or intangible property. Notwithstanding, to the extent any portion of the ABA Software is backed up on your information management system, you may retain such backups, provided that no access is permitted to such backups and such backup information is timely destroyed pursuant to your electronic backup retention/destruction policy. Further, you are not required to return or destroy any third-party software or hardware utilized with the ABA Software and any use of such products shall be subject to third-party software and hardware agreements. The terms of this Section #9 shall survive termination of this User Agreement.

10. PRODUCTS PROVIDED “AS IS”. Our ABA Software is provided to you “AS IS.” Except as otherwise agreed in a separate written User Agreement, and to the maximum extent permitted by Law,

a. WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE ABA SOFTWARE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, RELIABILITY, MERCHANTABILITY, NON-INFRINGEMENT, AND ACCURACY.

b. YOU, OR YOUR EMPLOYER, IF APPLICABLE, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION OF PROBLEMS CAUSED BY VIRUSES OR OTHER HARMFUL COMPONENTS.

c. WE PROVIDE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER FOR ANY THIRD-PARTY HARDWARE OR SOFTWARE UTILIZED IN CONJUNCTION WITH THE ABA SOFTWARE. SUCH PRODUCTS ARE SUBJECT TO WHATEVER WARRANTIES AND REPRESENTATIONS ARE MADE BY THE THIRD-PARTY SUPPLIER OF SUCH HARDWARE AND/OR SOFTWARE.

d. All terms in this Section #10, including subparagraphs, shall survive termination of this User Agreement.

11. LIMITATIONS ON LIABILITY. EXCEPT AS SPECIFICALLY PROVIDED HEREIN OR BY SEPARATE WRITTEN AGREEMENT THAT BY ITS TERMS SUPERCEDES THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW WE WILL NOT BE LIABLE IN ANY MANNER TO YOU, (INCLUDING YOUR EMPLOYER) OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, LOST PROFITS, OR LOST BUSINESS OPPORTUNITIES, WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS INFORMATION, DATA, ATTORNEYS’ FEES, AND COSTS), ARISING OUT OF THE USE OF OR INABILITY TO USE THE ABA SOFTWARE IN WHOLE OR IN PART, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF OUR FAULT OR NEGLIGENCE. IN THE EVENT THIS LIMITATION IS ADJUDICATED IN A JURISDICTION THAT DOES NOT ACCEPT SUCH LIMITATION(S), OUR LIABILITY SHALL NOT EXCEED the MAXIMUM RECOVERY. The Maximum Recovery shall be solely the total of Fees paid actually by you to us during the two (2) months immediately preceding when the Covered Claim arose or, if paid in advance, a two (2) month pro rata share of annual Fee paid. This Maximum Recovery shall include all costs, expenses, and any interest thereon, including, without limitation, your (Client’s) attorneys’ fees and costs and any amounts paid in settlement. The terms of this Section #11 shall survive the termination of this User Agreement.

12. NONCOMPETE. NO COMMINGLING. NO SOLICITATION.

a. Except through use of our product for its normal and intended purposes, you shall not utilize our ABA Software for any other purpose whatsoever. By way of example, and not limitation, you shall not attempt to develop business, compete with us, or assist any third party in developing, marketing, manufacturing, having manufactured, licensing, distributing, or selling competitive products or services through use of the ABA Software in whole or in part.

b. You will not induce or attempt to induce any person not to purchase or use the ABA Software.

c. The terms of this Section #12, including subparagraphs, shall survive the termination of this User Agreement.

13. END USER INDEMNIFICATION. You agree to indemnify and hold us harmless from any Claim, including attorneys’ fees and costs and amounts paid in settlement, arising or resulting from your breach of any term of this User Agreement. The terms of this Section #13 will survive termination of this User Agreement.

14. CONFIDENTIALITY. Certain Data or information within the ABA Software may be considered confidential. Check with your employer, if any. You shall maintain as confidential any non-public information that would reasonably be considered confidential under the circumstances and will not share such information with third parties. We will maintain the confidentiality of your Data as we treat our own Confidential Information, but in no event less than is standard in the industry. The terms of this Section #14 shall survive termination of this User Agreement.

15. COPYRIGHTS, TRADEMARKS, AND TRADE NAMES. Other than as required to be displayed on any Legends on reports, this User Agreement does not grant you any right to use our Intellectual Property, including without limitation, our copyrighted materials, trademarks, logo, or trade name. The terms of this Section #15 shall survive the termination of this User Agreement.

16. HARDWARE AND SERVICE. Any representations and/or warranties relating to hardware or software used in conjunction with the ABA Software are provided solely by the manufacturer of such hardware or software. You are solely responsible for acquiring and maintaining all hardware and software to allow you to access the ABA Software. You agree to follow all appropriate operating instructions and procedures that we or third parties may provide. In the event you lose information through network, hardware, software (other than our ABA software), or user error, you are responsible for any charges related to such retrieval.

17. ACCESS. You understand and agree that the operation and availability of the systems used to access and interact with the ABA Software, including, without limitation, computer networks and the Internet can be unpredictable and may interfere with, or prevent access to, the ABA Software. We are in no way responsible for any such interference or inoperability. Your sole recourse for performance issues that are not resolved to your satisfaction is to terminate this license and stop using the ABA Software.

18. SOFTWARE PROVIDED WITH RESTRICTED RIGHTS. If the ABA Software is used on behalf of a U.S. government agency or quasi-government agency, in addition to all other applicable acquisition regulations, this User Agreement is binding on government users in accordance with the policy stated at FAR 12.2 et seq. or DFAR 227.7102-1 et seq. (technical data/defense agencies) and 227.7202 et seq. (computer software/defense agencies). The ABA Software is a commercial item, developed at private expense, and not under a government contract. The government’s rights in such licensed software and related services are limited to those rights granted in this User Agreement or preapproved by us in writing.

19. SUPPORT/TRAINING. Unless you enter into a separate maintenance, service, and/or training agreement with Us, we will not provide any training or onsite support relating to the ABA Software.

20. TERM AND TERMINATION.

a. As long as you comply with the terms of this User Agreement and the MSA is still in effect, we shall grant you a license to use the ABA Software for its standard and intended purposes for a period of one (1) year (the “Initial Term”). This license will automatically renew for successive one (1) year terms (each a “Renewal Term”) unless terminated on ninety (90) days’ Notice.

b. Unless otherwise agreed, we have the right to change or end providing, supporting, or maintaining the ABA Software at any time in our sole discretion. As long as the MSA is still in effect, you will have the right to continue using our existing, downloaded stand-alone products, if any, for the purposes intended to the extent such products continue to support your internal business needs. All restrictions in this User Agreement that survive termination shall continue to apply to any such use.

c. Breach. We may terminate this User Agreement immediately, effective upon your receipt of a termination notice from us if you breach this User Agreement or any other agreement you execute with us.

d. If you are an employee and use the ABA Software on behalf of your employer, only your employer may terminate this User Agreement as permitted herein or request dispute resolution on your behalf.

e. The terms of this Section #20 shall survive termination of this User Agreement.

21. DISPUTE RESOLUTION. Any disputes shall be resolved pursuant to the MSA. If you are an employee using our ABA Software through your employment, your employer has executed this MSA with us. Your only right to dispute this User Agreement is through your employer.

22.DEFINITIONS. All defined terms are included in our MSA. For convenience, certain definitions are included in this User Agreement.

a. “Claim” means any disagreement, demand, controversy, dispute, cause of action, litigation, or other legal or equitable proceeding whatsoever.

b. “Intellectual Property” means rights in and to any and all intangible and industrial property, including, without limitation, all patents, patent applications, trademarks, trade dress, copyrights, Trade Secrets, and Confidential Information, as well as Derivative Works and improvements thereto. By way of example, and not limitation, Intellectual Property includes (i) all designs, specifications, processes, techniques, technology, drawings, strategies, methodologies, presentations, prototypes, computer programs, models, marketing plans, and inventions that are the result of creativity, (ii) proprietary information or Confidential Information, including Trade Secrets, ideas, concepts, and know-how, and (iii) publicity and privacy rights, all of (i), (ii) and (iii) in any form or format and whether or not registered or registrable, and including all rights to related applications and registrations.

c. “Law” means all applicable federal, state, and local statutes, rules, regulations, ordinances, orders, and related case law and includes “at law or in equity” as referenced in this User Agreement.

d. “Legends” means any copyright or other proprietary Notices, disclaimers, or other statements appearing on, or in connection with, our Services.

e. “Use” or “Used”, as to the ABA Software means viewing or displaying such software by an authorized End User. Use of software includes transmitting such software to hardware to process information contained therein. Use does not permit Transfer except as permitted in this MSA or mutually agreed upon in writing.

f. The definitions contained within Section #24 shall survive termination of this User Agreement.

23. GENERAL. All terms of the MSA, including without limitation the general terms, are included in this. User Agreement as if specifically set forth herein. Unless specifically stated, the MSA shall control in the event of any conflict in terms. For convenience, some general terms are included herein.

a. APPLICABLE LAW/CHOICE OF LAW. This Agreement shall be construed in accordance with and governed by the laws of Colorado, except to the extent that U.S. Federal law supersedes, without regarding to any conflict of laws provisions. All disputes shall be determined through the dispute resolution procedure specified in the MSA.

b. NO ASSIGNMENT. You may not assign or Transfer this User Agreement, the license granted, or the rights or obligations specified herein without our prior written authorization.

c. MODIFICATION. While the MSA shall not be modified without Client and our mutual agreement, this User Agreement may be amended or altered from time to time at our sole and exclusive discretion.

d. SEVERABILITY. The provisions of this User Agreement shall be deemed severable and the invalidity, illegality, or unenforceability of any provision of this User Agreement shall not affect the validity or enforceability of any other provisions. In the event any provision of this User Agreement is found to be invalid, illegal, or unenforceable, we or any assigned mediator or arbitrator within the agreed-upon jurisdiction shall endeavor to modify that clause in a manner that gives effect to our intent in entering into this User Agreement.

e. NOTICES. If you need to provide notice to us, please consult the MSA.

f. HEADINGS. All captions, fonts, underlining, or footers used in this User Agreement are for convenience only and shall have no meaning in the interpretation or effect of this User Agreement.

g.CONSTRUCTION. This Agreement, including revisions and amendments, shall not be construed against the drafter. Any action that is prohibited from being accomplished “directly” is also prohibited from being accomplished “indirectly.”

h. AUTHORITY. In addition to all terms herein, by clicking “I ACCEPT,” you represent and warrant to us that you (i) have read and understood all terms of this User Agreement, (ii) are over the age of 18, (iii) are competent to agree to this User Agreement, and (iv) shall abide by these terms.

i. SURVIVAL. Section #23, including all subparagraphs, shall survive the termination of this User Agreement.

If you have any questions about this User Agreement, please contact info@advisoryboardarchitects.com before clicking “I accept.” For legal notices or service of process, you may write us at: 5211 South Quebec Street, Greenwood Village, Colorado 80111 USA.

Updated: October 26, 2021