Legal Agreements

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End User License Agreement

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Compliance Accelerator Legal Page

We reserve the right to amend these terms without advanced notice.

Terms of Service

COMPLIANCE ACCELERATOR TERMS OF SERVICE

EFFECTIVE DATE: January 1, 2021

This Terms of Service (“Agreement”) constitutes a legally binding agreement between you (“you” or

“Participant”) and Compliance Accelerator governing your use and access to software, services,

content and products made available to you through the Compliance Accelerator platform. As used

in this Agreement, the terms “we,” “us,” and “Compliance Accelerator” means the

applicable Compliance Accelerator Contracting Party, providing the Program Services and any of

its applicable affiliates. The terms “you” or “Participant” means you as the individual registering on

behalf of an end user other than yourself. Compliance Accelerator and Participant may also

individually be referred to as a “Party” and collectively as the “Parties.”

By clicking the “I Agree to the Terms of Service” box or (i) accessing or using any part of the

Platform or (ii) initiating any transaction on the Platform, you agree to be bound by these Terms of

Service. Compliance Accelerator may from time to time issue updated versions of its software and

services. You consent to such automatic updates and agree that these Terms of Service will apply

to all such updates.

THIS AGREEMENT INCLUDES PROVISIONS FOR BINDING ARBITRATION ON AN INDIVIDUAL

BASIS –WHICH INCLUDES A WAIVER OF A RIGHT TO A JURY TRIAL OR A RIGHT TO FILE A

CLASS ACTION.

1. Compliance Accelerator Program Services. Compliance Accelerator offers Participants the

opportunity to participate in a wide range of trainings and experiences, including, but not limited to

California employment compliance, human resource management, leadership and business

consultations, memberships, networking, summits, conferences, training programs,

coaching/consultations, content, tools and software and other services as offered by Compliance

Accelerator from time to time through the Platform (collectively “Program Services”).

2. Changes to Program Services. We may change, suspend, or discontinue the Platform and/or

Program Services, or any part of them, at any time without notice. We may amend this Agreement’s

terms at our sole discretion by posting the revised terms on the Platform. Your continued use of the

Platform and/or Program Services after the effective date of the revised Agreement constitutes your

acceptance of the terms.

3. Your Compliance Accelerator Account. To be eligible to register for an account and access

the Platform and Program Services, you must be at least 18 years of age and/or have legal capacity

to enter into a binding contract in your country of residence, establish an online account and accept

these Terms of Service. Persons under the age of 13 may not register on the Platform or for any

Program Services under any circumstances.

4. Account Security. You are responsible for maintaining the confidentiality and security of

account login information and are responsible for any and all activities that occur under your

account. You must immediately notify Compliance Accelerator at support@complianceaccelerator.com of any change in authorization, any unauthorized use of your account or username, or other account related security breach of which you are aware. Compliance Accelerator shall not be liable for any loss or damage arising from your failure to keep your password or account secure.

5. Communications Consent.

a. Email. By entering your email when you create an account, you agree to receive emails directly

from Compliance Accelerator. You may unsubscribe from marketing communications at any time,

however, Compliance Accelerator reserves the right to continue to send email communications to

provide you with important information about your account, registered Program Services, our Terms

of Service and Privacy Policy, at any time as we deem necessary.

b. SMS Messages. By providing your mobile phone number and by opting into mobile phone based notifications, you hereby consent to the receipt of notifications via short messages services

(“SMS”), which may be subject to fees and costs charged by your cell phone provider. You may opt

out by unsubscribing in response to SMS, contacting support@complianceaccelerator.com or as

available through the message preferences on your mobile phone’s notifications/settings tab.

6. Program/Membership Term. The Program Services shall commence on the date associated

with the selected Program Services for which you are registered and shall continue for the term

length identified in the applicable purchase order (the “Term”). The term may be amended if Mike

Letizia for any reason becomes unable to further update the Compliance Accelerator due to

unforeseen circumstances.

7. Participation Fees and Payment Terms.

a. Non-Refundable Fees. Participant shall pay to Compliance Accelerator the applicable fees for

the Program Services selected by you through the Platform in accordance with the applicable

payment terms. Fees for Program Services are non-refundable after 30-days from the date of

purchase. Beyond the 30-day-100%-no-questions-asked-money-back-guarantee period Compliance

Accelerator shall not refund any portion of the Program Services fees paid by Participant for any

reason. If participant elects to pay on a payment plan participant will be responsible for completing

the remaining payments on the plan if no cancelation request for refund is submitted to

support@complianceaccelerator.com prior to the 30th day from purchase by 5pm Pacific Standard

Time. The date of purchase constitutes day one of the 30-day guarantee period.

b. Late Payments; Program Suspension. In the event Compliance Accelerator does not receive,

or is otherwise unable to process payment of, the applicable Program Services fees, Compliance

Accelerator reserves the right to suspend or terminate your participation in the applicable Program

Services for payments that are more than five (5) days past due. Any amounts not paid in

accordance with the payment terms will accrue interest charges at the greater of 1.5% monthly or

the highest interest rate allowable under applicable law.

c. Failure to Attend/Use/Forfeiture. There are no credits or refunds in the event Participant is

unable to attend or use any aspect, or otherwise utilize any, of the Program Services or related

materials offered to Participant through the Program Services. Make-up sessions are not

available, and the Program Services Term shall not be extended for any reason, including lack of

attendance or use due to Participant’s personal reasons or as a result of participation suspension due

to late payment of Program Services fees.

8. Membership Fees – Annual Charges. For annual membership subscriptions, Participants pay a

flat annual membership fee.

a. Payment Terms. Approved applicants commit to an annual membership whether member fees

are paid in installments or a one-time annual payment. Members with installment payments who

seek to cancel prior to expiration of the annual membership terms (normally 12 months) are subject

to early cancellation fee equaling the remaining balance of annual membership. All cancelled

memberships will have access to applicable services up until expiration of their annual membership

term.

b. Renewal Eligibility. You will receive notice prior to the expiration of your annual membership

term if you are eligible to renew your membership. Membership renewals will be subject to the

membership fees in effect at the time of renewal. Annual memberships are not automatically

renewed.

c. NON-REFUNDABLE. All membership/participant fees are nonrefundable.

9. Membership Fees – Recurring Charges. For monthly membership subscriptions, Participants

pay a recurring monthly membership fee.

a. Payment Terms. Applicable membership fees consist of an initial charge followed by recurring

periodic charges in accordance with the membership plan selected by you on the Platform. By

entering into this Terms of Service, you acknowledge that your membership has an initial and

recurring payment feature (if payment plan is selected) and you accept responsibility for all

recurring charges incurred prior to cancellation. During certain promotions lifetime updates

and lifetime access are offered on a limited basis in which no further payments are required

once the initial order total is paid in full.

b. Automatic Renewal. Monthly membership, when offered, are automatically renewed each

month. Unless cancelled by either party, recurring membership fees will be automatically charged to

the payment mechanism provided by you through your Platform account. The recurring fees will be

charged at the current rate then in effect at the time of purchase. You will receive notice prior to

applicable renewal of any changes to membership fees or these Terms of Service.

c. HOW TO CANCEL: You may cancel your monthly membership plan by contacting

support@complianceaccelerator.com prior to the end of the current term. Membership cancellations

will be effective for the next renewal term. Cancelling your subscription means that you will have

access to applicable services until your next renewal date. You will be responsible for all monthly

membership fees incurred through the date of cancellation.

d. NON-REFUNDABLE. Monthly membership fees will not be prorated upon cancellation and/or termination and all fees paid through the date of termination are nonrefundable.

10. Participant Responsibilities.

a. Expenses. Participant shall be solely responsible for expenses associated with participation in

Program Services, such as training events that may be offered from time to time, including, but not

limited to travel to/from Program Services events, hotel accommodations, food, medical expenses,

clothing, gear or other related expenses incurred during your participation in the Program.

b. Participation Election. Compliance Accelerator may, but does not have the responsibility to,

discontinue Participant’s participation in the applicable Program Services if it determines, in its sole

and absolute discretion, that the Program Services are not suitable for Participant.

11. DISCLAIMERS

a. Individual Commitment. The Program Services encompass a range of comprehensive

trainings. Participant has the sole discretion to accept, reject or implement any aspects of the

Program Services recommendations and shall be solely responsible for the outcome and/or impact

of such acceptance, rejection or implementation.

b. NOT A SUBSTITUTE FOR PROFESSIONAL ADVICE. Compliance Accelerator and its staff are

not licensed medical or mental health care providers, accountants, attorneys or investment

advisors. The Program Services, Products, Platform, Content and other Services are not

intended as a substitute for licensed professional advice.

c. NO INVESTMENT RECOMMENDATIONS OR PROFESSIONAL ADVISE. The Program Services

are not intended to provide tax, legal, insurance or other investment advice and the Program

Services, Platform, Products, Content and other Services made available to Participant should NOT be

construed as offering such advice. Participant is solely responsible for performing their own due

diligence consultation before making any tax, legal, insurance or other investment decisions.

d. WARRANTY DISCLAIMER: NO GUARANTEE OF IMPACT, OUTCOME OR PERSONAL

RESULTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PROGRAM SERVICES,

PRODUCTS, PLATFORM, CONTENT OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE

AVAILABLE TO YOU THROUGH THE PLATFORM ARE PROVIDED “AS IS”. COMPLIANCE

ACCELERATOR DOES NOT REPRESENT OR WARRANT THAT THE PROGRAM SERVICES, PLATFORM, PRODUCTS, CONTENT OR OTHER SERVICES WILL MEET YOUR PERSONAL OR PROFESSIONAL GOALS, NEEDS OR REQUIREMENTS. EXCEPT WHERE PROHIBITED BY LAW, COMPLIANCE ACCELERATOR EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NONINFRINGEMENT AND WILL NOT BE LIABLE FOR YOUR USE OF OR RELIANCE ON THE PROGRAM SERVICES, PLATFORM, PRODUCTS, CONTENT, AND/OR OTHER SERVICES.

12. Confidentiality.

a. Non-Disclosure. Participant has a duty to maintain the confidentiality of any Confidential

Information (as defined herein) provided to Participant through the Program Services and agrees not

to (i) use any Confidential Information disclosed to it by Compliance Accelerator for its own use, (ii)

disclose any Confidential Information to any third party for any reason without the prior written

consent of Compliance Accelerator, and/or (iii) use the Confidential Information in any way

detrimental to Compliance Accelerator.

b. Definition. “Confidential Information” means any information, technical data, or know-how,

including, but not limited to, that which relates to research, product plans, business plans, products,

services, employees, customers, markets, software, computer programs, technology, development

tools, source code, object code, documentation, developments, intellectual property, concepts,

inventions, formulas, processes, procedures, databases, designs, drawings, engineering, hardware

configuration information, product ideas, business methods, strategies, marketing or financial plans,

financial information, other participant names and related personal information disclosed during the

course of any Program Services accessed by Participant, proprietary materials and/or other trade

secrets disclosed by Compliance Accelerator (whether in writing, orally, or in any form or medium) to

Participant as part of the Program Services.

13. Privacy. Information provided to Compliance Accelerator through the websites, mobile

applications and software services offered through the Program Services (collectively the “Platform”)

shall be subject to the posted Privacy Policy in effect during Participant’s participation in the Program

Services.

14. Consent & License: Digital Images and Participant Content.

a. Content: The term “Content” refers to any text, data, code, graphics, information, images,

audio, visual or audiovisual combinations or other materials submitted, uploaded, imported,

communicated or exchanged between Participant and Compliance Accelerator to facilitate the

provision of the Program Services under this Agreement.

b. Consent: Related to in-person events, testimonials (both written or recorded) Participant hereby

grants to Compliance Accelerator the right to (a) photograph, audio-visually record or otherwise

digitally record Participant’s likeness (collectively “Digital Images”), and/or (b) audio-visually record

or otherwise digitally collect any Participant Content. Participant authorizes Compliance Accelerator

to use their name and any Participant Content in connection with such Digital Images.

c. License: Participant hereby grants to Compliance Accelerator a non-exclusive, perpetual,

worldwide, non-revocable, royalty-free license to use, reproduce, distribute, create derivative works

of, publicly perform, and publicly display any testimonial and Digital Images and Participant Content

collected, in whole or in part, in all forms of media, whether now known or later discovered, for any

purpose without further compensation or accounting.

15. Content Restrictions. Participant shall be responsible for all Content uploaded and otherwise

exchanged through the Platform. Compliance Accelerator shall have no obligation to prescreen,

monitor, edit or remove any Content. Compliance Accelerator reserves the right, to take any action

to restrict or remove access to any Content that we deem, in our sole and absolute discretion, to be

objectionable, in violation of applicable law, or otherwise in violation of this Agreement.

16. Feedback License. Compliance Accelerator considers any suggestions, ideas, proposals

testimonials or other material submitted by Participants, whether solicited or unsolicited,

(collectively, the “Feedback”) to be non-confidential and non-proprietary. Compliance Accelerator

shall not be liable for the disclosure, use or exploitation of such Feedback. You hereby grant to

Compliance Accelerator a worldwide, non-exclusive, perpetual, irrevocable, royalty-free and

transferable right and license to incorporate, use, publish and exploit the Feedback for any purpose

whatsoever, commercial or otherwise, without compensation or accounting.

17. Intellectual Property – Reservation of Rights.

a. Definition of Intellectual Property. For purposes of this Agreement, “Intellectual Property”

means (i) trademarks (registered or unregistered), service marks, trade names and other indications

of origin, the goodwill associated with the foregoing; (ii) inventions, formulas, know-how, processes,

business methods, discoveries, ideas and improvements, whether patented or patentable; (iii)

nonpublic information, trade secrets, know-how and Confidential Information; (iv) writings,

illustrations, graphics, photographs, motion pictures, models and all audio, video or audiovisual

combinations, and other works whether copyrighted or copyrightable; (v) the principles, concepts,

methodology, structure, techniques and training, content assignments, communications,

attachments, documents related to the Program and assets made available to Participant as part of

the Program Services (collectively “Program Tools”); and (vi) computer programs and software

(including source code, object code and data), arising from or relating to the Compliance Accelerator

Platform, digital assets and any other content owned or licensed by Compliance Accelerator.

b. Copyright: All Content made available through the Platform, as well as the Platform’s logos,

design, text, graphics, software and other files, and the selection arrangement and organization

thereof, are owned by Compliance Accelerator and protected by U.S. and international copyright

laws. You may not use such materials without permission.

c. Trademarks: The non-exhaustive list of Compliance Accelerator Trademarks, and the Platform’s

logos, page headers, custom graphics, button icons and scripts are trademarks or trade dress of

Compliance Accelerator.

d. Program Tools License. Subject to the use restrictions set forth herein and during the Program

Term, Compliance Accelerator hereby grants Participant a limited, non-exclusive, non-sublicensable,

non-transferable, non-assignable, revocable, worldwide license to access and utilize the Program

Tools and associated Intellectual Property provided to or otherwise accessed by Participant during

the course of the Program.

e. EULA. Participant’s access to any software programs or software as a service offered to

Participant as part of the Program Tools is subject to Participant’s acceptance of Compliance

Accelerator End User Agreement prior to such use. Participant shall forfeit the right to access any

software program or software as a service in the event of Participant’s failure to accept the

terms of the End User License Agreement. Your continued use of the platform constitutes your

acceptance of the End User License Agreement. The terms of the accepted End User License

Agreement shall be incorporated by reference a though fully set forth herein.

f. Reservation of Rights. Except for the limited licenses granted herein, nothing in this

Agreement grants to Participant any rights of ownership to Compliance Accelerator’s copyrights,

patents, patent applications, trade secrets, trade names, trademark, service marks or other

Intellectual Property.

g. Use Limitations. The Program Services, Program Tools, and associated Intellectual Property are

for Participant’s personal use only. Participant shall not use the Program Services-related principles,

concepts, methodology, training techniques, Program Tools and associated Intellectual Property for

commercial purposes. Participant shall not (a) distribute, redistribute, resell or sublicense Program

Tools and associated Intellectual Property, or (b) develop, create, or otherwise cause to bring to

market any competing program or service that leverages the Program Tools and associated

Intellectual Property for any purpose, commercial or otherwise.

18. DMCA – Notice of Claimed Infringement. If you have a good faith belief that your

Accelerator’s Designated Agent at 2819 W March Ln. #B6 #274, Stockton, California 95219 and

support@complianceaccelerator.com.

19. Platform & Software – Prohibited Use.

a. You will not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt

to discover the source code, object code or underlying structure, ideas, know-how or algorithms

relevant to the Platform and/or documentation or data made available to Participant through the

Program Services and/or Platform.

b. You shall not interfere with nor attempt to interfere with nor otherwise disrupt the proper

working of the Platform. Participant shall not violate the security of the Platform or attempt to gain

unauthorized access to the Platform, data, materials, information, computer systems or networks

connected to any server associated with the Platform, through hacking, password timing or any other

means. Participant may neither take nor attempt any action that, in the sole discretion of Compliance

Accelerator, imposes or may impose an unreasonable or disproportionately large load or burden on

the Platform and software services or the infrastructure related thereto. Participant shall not use or

attempt to use any “scraper,” “robot,” “bot,” “spider,” “data mining,” “computer code,” or any other

automate device, program, tool, algorithm, process or methodology to access, acquire, copy, or

monitor any portion of the Platform and software services, any data or Content found on or accessed

through the Platform and software services, without the prior express written consent of Compliance

Accelerator. Participant shall not intentionally or unintentionally utilize the Platform in any manner

that violates any applicable law, rule or regulation.

c. Export Compliance. The software offered through the Platform and/or Program Services may

be subject to export laws and regulations of the United States and other jurisdictions. Participant

represents and warrants that it is not named on any U.S. government denied-party list. Participant

shall not permit access or use any Services in a U.S. embargoed country (currently Cuba, Iran, North

Korea, Sudan, Syria or Crimea) or in violation of any U.S. export law or regulation.

20. Termination.

a. Automatic Termination. This Agreement shall automatically terminate, without notice, (i) upon

the institution by or against either Party of insolvency, receivership or bankruptcy proceedings or any

other proceedings for the settlement of either Party’s debts, (ii) upon either Party making an

assignment for the benefit of creditors, or (iii) upon either Party’s dissolution or ceasing to do

business.

b. Convenience. Successful participation in the Program Services requires Participant’s

commitment to the purchased Program Services during the Term. Compliance Accelerator may

terminate Participant’s participation in the applicable Program Services in the event Participant (i)

fails to execute the required Participation Release and Waiver, (ii) fails to attend Program Services

based events, and/or (iii) is unable to meaningfully participate in, or is deemed unsuitable for, the

applicable Program Services as determined by Compliance Accelerator in its sole and absolute

discretion.

c. Cause. Compliance Accelerator may terminate this Agreement immediately if Participant (i)

violates any Program Services-related rules, policies and procedures, (ii) fails to make timely Program

Services-related payments, and/or (iii) otherwise breaches any material terms of this Agreement.

Participate may terminate this Agreement if Compliance Accelerator breaches any material terms of

this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of

such breach.

d. Injunctive Relief. Participant understands and agrees that money damages will not be a

sufficient remedy for any breach of Participant’s Confidentiality and Use Restrictions obligations

under this Agreement, and that Compliance Accelerator shall be entitled to seek equitable relief,

including injunction and specific performance, as a remedy for any such breach. Such remedies will

not be deemed to be the exclusive remedies for a breach by Participant, but will be in addition to all

other remedies available to Compliance Accelerator at law or in equity.

e. Effect of Termination; Survival. In the event of a termination under this Section, all fees

paid through the date of termination shall be non-refundable and all outstanding Program

Services fees shall immediately become due and payable. The following Sections survive

termination of this Agreement: Dispute Resolution, Confidentiality, Disclaimers, Indemnification.

Limitation of Liability, and Choice of Law.

21. Dispute Resolution.

a. Individual Binding Arbitration. Any claim or controversy with Compliance Accelerator arising

out of or relating to the Program Services, Program Tools, Intellectual Property, Platform, Products,

Content and other services purchased by Participant from Compliance Accelerator (including

formation, interpretation, performance and breach of the Agreement) shall be settled by binding

arbitration administered by the American Arbitration Association in accordance with its

Commercial Arbitration Rules, excluding any rules or procedures governing or permitting class

actions. Any judgment on the award rendered by the arbitrator(s) shall be final and binding upon the

parties, and any judgment on the award may be entered in any court having jurisdiction thereof. The

Federal Arbitration Act, 9 U.S.C. § 1 et. seq., shall govern the interpretation and enforcement of this

Agreement.

b. Class Action & Jury Trial Waiver. ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ON

AN INDIVIDUAL BASIS ONLY. THE PARTIES EXPRESSLY WAIVE THEIR RIGHT TO FILE OR JOIN A

CLASS ACTION OR PRIVATE ATTORNEY GENERAL ACTION, OR TO CONSOLIDATE THEIR

ARBITRATION WITH OTHER ARBITRATIONS. EACH PARTY IS EXPRESSLY WAIVING ITS RIGHTS TO A TRIAL BY A JUDGE OR JURY. IF ANY PROVISION OF THIS ARBITRATION AGREEMENT IS FOUND UNENFORCEABLE, THE UNENFORCEABLE PROVISION SHALL BE SEVERED AND THE REMAINING PROVISIONS SHALL REMAIN ENFORCEABLE.

c. Fees; Prevailing Party. Fees associated with any arbitration initiated under this Agreement

shall initially be borne equally by the Parties, provided however that the prevailing party in any such

arbitration shall be entitled to recover its reasonable attorneys’ fees, costs and expenses incurred in

connection with the arbitration.

d. Notice. When initiating a request to arbitrate, Participant must also send a copy of the

completed form to Compliance Accelerator at 2819 W March Ln., #B6 #274, Stockton, California

95219.

22. Indemnification. Participant shall indemnify, defend, and hold harmless Compliance Accelerator

and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees, representatives,

agents, volunteers, attorneys, affiliates, managers, licensors, business partners and each of their

respective successors and assigns (the “Compliance Accelerator Indemnified Parties”) from and

against all damages, losses, liabilities, claims, expenses, fees or costs (including, without limitation,

reasonable attorneys’ fees and costs) incurred in connection with any claim, demand or action

brought or asserted against any of the Compliance Accelerator Indemnified Parties arising out of or

relating to Participant’s acts or omissions and/or breach of the terms of this Agreement.

23. Limitation of Liability. IN NO EVENT SHALL COMPLIANCE ACCELERATOR'S, OR ITS PARENTS,

SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, AGENTS, VOLUNTEERS, ATTORNEYS, AFFILIATES, MANAGERS, LICENSORS, BUSINESS PARTNERS AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, MAXIMUM LIABILITY FOR ANY ACTION ARISING UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION AND WHETHER IN TORT OR CONTRACT, EXCEED THE TOTAL AMOUNT OF FEES PAID BY PARTICIPANT UNDER THIS AGREEMENT FOR THE PROGRAM SERVICES GIVING RISE TO THE CLAIM. IN NO EVENT SHALL COMPLIANCE ACCELERATOR OR ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, AGENTS, VOLUNTEERS, ATTORNEYS, AFFILIATES, MANAGERS, LICENSORS, BUSINESS PARTNERS AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, BE LIABLE TO PARTICIPANT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO LOST REVENUE, LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF

CONSORTIUM) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Participant hereby

acknowledges and agrees that the limited remedies and limitations on liability set forth in this

Agreement are a fundamental part of the basis of Compliance Accelerator’s bargain hereunder,

without which Compliance Accelerator would not enter into this Agreement or provide Participant

with the Program Services or allow participation in the applicable Program Services and that the

Program Services fees reflects the allocation of risk agreed upon by the Parties. No action,

regardless of form, arising from or pertaining to this Agreement and/or the Program Services

may be brought by Participant more than ONE (1) YEAR after such action has arisen.

24. General Provisions.

a. Choice of Law. This Agreement shall be governed by and construed and enforced in

accordance with the laws of the State of California, without regard to or application of California’s

conflict of law principles. The parties consent to the jurisdiction of the State of California, and venue

in the County of San Joaquin, with regard to any controversy or claim arising out of or relating to this

Agreement, or the breach thereof.

b. Force Majeure. Compliance Accelerator shall not be liable or responsible to Participant for any

delays in providing the Program Services as a result of any event beyond its reasonable control,

including, without limitation, adverse weather conditions, internet outage or interruption of service,

telecommunications or power outage, fire, flood, civil disobedience, labor disruptions, strikes,

lockouts, freight, embargoes, terrorism, natural disaster, war or acts of God.

c. Relationship of Parties. No agency, partnership, joint venture, employee-employer, or

franchisor-franchisee relationship is intended or created by this Agreement.

d. Waiver. No failure or delay by a Party exercising any right, power or privilege under this

Agreement will operate as a waiver thereof.

e. Modification. No modification of this Agreement shall be effective unless it is either in writing

and signed by an authorized representative of Compliance Accelerator or posted by Compliance

Accelerator on the Platform.

f. Severability. The validity or unenforceability of any provision of this Agreement shall not affect

the validity or enforceability of any other provision of this Agreement.

g. Assignment. Participant shall not assign any of the rights or obligations under this Agreement

without the prior written consent of Compliance Accelerator. This Agreement is assignable by

Compliance Accelerator at any time without Participant’s consent.

h. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties

and their respective successors and permitted assigns.

i. Interpretation. Headings are for reference purposes only and do not limit the scope or extent

of such section.

j. Notices. All notices, requests and other communications under this Agreement shall be in

writing and shall be delivered in person (by courier or otherwise) or mailed by certified or registered

U.S. mail, return receipt requested, to Compliance Accelerator at 2819 W March Ln., #B6 #274,

Stockton, California 95219 and to Participant at the email address specified in Participant’s

account.

25. Entire Agreement. This Agreement, including the online acceptance of the Participation and

Release and End User License Agreement, and any hyperlinked documents contained herein, shall

comprise the entire agreement between the Parties and supersedes all prior or contemporaneous

agreements, written or oral, between the Parties regarding the subject matter contained herein.

26. Complaints – California Residents. If you are a California resident, in accordance with

California Civil Code Section 1789.3, you may report complaints to the Complaint Assistance Unit of

the Division of Consumer Affairs of the California Department of Consumer Affairs by contacting

them in writing at: 400 R Street, Sacramento, California 95814, or by telephone at (800) 952-5210.

COMPLIANCE ACCELERATOR TERMS OF SERVICE

• 1. COMPLIANCE ACCELERATOR PROGRAM SERVICES

• 1. CHANGES TO PROGRAM SERVICES

• 3. YOUR COMPLIANCE ACCELERATOR ACCOUNT

• 4. ACCOUNT SECURITY

• 5 COMMUNICATIONS CONSENT

• 6. PROGRAM/MEMBERSHIP TERM

• 7. PARTICIPATION FEES AND PAYMENT TERMS

• 8. MEMBERSHIP FEES - ANNUAL CHARGES

• 9. MEMBERSHIP FEEDS - RECURRING CHARGES

• 10. PARTICPANT RESPONSIBILITIES

• 11. DISCLAIMERS

• 12. CONFIDENTIALITY

• 13. PRIVACY

• 14. CONSENT & LICENSE

• 15. CONTENT RESTRICTIONS

• 16. FEEDBACK LICENSE

• 17. INTELLECTUAL PROPERTY

• 18. DCMA

• 19. PLATFORM & SOFTWARE + PROHIBITED USE

• 20. TERMINATION

• 21. DISPUTE RESOLUTION

• 22. INDEMNIFICATION

• 23. LIMITATION OF LIABILITY

• 24. GENERAL PROVISIONS

• 25. ENTIRE AGREEMENT

• 26. COMPLAINTS - CALIFORNIA RESIDENTS

Privacy Statement

COMPLIANCE ACCELERATOR PRIVACY POLICY/STATEMENT

COMPLIANCE ACCELERATOR’s Privacy Policy addresses how COMPLIANCE ACCELERATOR collects, uses, discloses, transfers, and stores your information. COMPLIANCE ACCELERATOR utilizes security measures to protect the customer information it collects. Please take a moment to familiarize

yourself with our privacy practices and contact COMPLIANCE ACCELERATOR if you have any

questions.

Collection and Use of Personal Information

Personal information is data that can be used to identify or contact a single person.

You may be asked to provide your personal information anytime you are in contact with

COMPLIANCE ACCELERATOR or a COMPLIANCE ACCELERATOR affiliated company. COMPLIANCE ACCELERATOR and its affiliates may share this personal information with each other and use it consistent with this Privacy Policy. They may also combine it with other information to provide and improve our products, services, content, and advertising. You are not required to provide the

personal information that we have requested, but, if you chose not to do so, in many cases we will

not be able to provide you with our products or services or respond to any queries you may have.

What personal information we collect

COMPLIANCE ACCELERATOR collects Client information in an effort to improve Client’s online

experience, and to communicate with Client about COMPLIANCE ACCELERATOR’s products and

services. COMPLIANCE ACCELERATOR does not sell or rent Client’s personal information to third

parties. COMPLIANCE ACCELERATOR does, however, share Client’s information with third parties

that provide services on COMPLIANCE ACCELERATOR’s behalf or with whom COMPLIANCE

ACCELERATOR has partnered to offer a particular product or service.

COMPLIANCE ACCELERATOR may collect information that Client voluntarily submits to

COMPLIANCE ACCELERATOR such as:

(i) Identifying information such as Client’s name and email address;

(ii) Security information such as Client’s username, password, and acceptance of policies, licenses and

warranties;

(iii) Contact information such as Client’s company name, mailing address and phone number;

(iv) Billing information such as credit card, expiration date, billing address and account history;

(v) Queries to Customer Service and Technical Support;

(vi) Site behavior such as pages visited, downloads, or searches requested;

(vii) Browser information such as browser version, IP address, and the presence of various plug-ins

and tools. While COMPLIANCE ACCELERATOR may possess social security numbers of our

employees, consultants and contractors, COMPLIANCE ACCELERATOR does not collect social security

numbers of website users.

Changes to Privacy Policy

If COMPLIANCE ACCELERATOR’s privacy policy changes, COMPLIANCE ACCELERATOR shall post an updated version on COMPLIANCE ACCELERATOR’s website.

Third Party Vendors

COMPLIANCE ACCELERATOR employs third party vendors, service providers and suppliers to perform

various functions on our behalf. Third-party services may include, but are not limited to: customer

information management; processing credit card or check card payments analyzing data; developing,

hosting and maintaining our websites and databases. COMPLIANCE ACCELERATOR does not

authorize any of these service providers to make any other use of Client’s information or to contact

Client outside the context of these services.

SURVIVING PROVISIONS

The obligations contained herein shall survive the termination of this Agreement.

• COMPLIANCE ACCELERATOR TERMS OF SERVICE

• COMPLIANCE ACCELERATOR PRIVACY POLICY

• COMPLIANCE ACCELERATOR END USER LICENSE AGREEMENT

End User License Agreement

COMPLIANCE ACCELERATOR END USER LICENSE AGREEMENT

EFFECTIVE DATE: January 1, 2021

This Compliance Accelerator End User License Agreement (“Agreement”) constitutes a legally binding

agreement between you (“you” or “Participant”) and Compliance Accelerator governing your use and

access to the Compliance Accelerator software services and related applications (“Applications”)

made available to you through the Compliance Accelerator Platform. All capitalized terms not

defined in this Agreement shall have the same meaning as those defined, capitalized terms

contained within Compliance Accelerator’s Terms of Service.

By clicking the “I Agree to the End User License Agreement” box and or by your continued use of the platform, you agree to be bound by this Agreement. Compliance Accelerator may from time to time issue updated versions of the Applications. You consent to such automatic updates and agree

that this End User License Agreement will apply to all such updates.

THIS AGREEMENT INCLUDES PROVISIONS FOR BINDING ARBITRATION ON AN INDIVIDUAL

BASIS –WHICH INCLUDES A WAIVER OF A RIGHT TO A JURY TRIAL OR A RIGHT TO FILE A

CLASS ACTION.

1. Applications License. Subject to the limitations set forth herein, Compliance Accelerator

hereby grants Participant a limited, non-exclusive, non-sublicensable, non-transferable, nonassignable, revocable, worldwide license to access and utilize the Applications solely for Participant’s

personal, non-commercial use.

2. Reservation of Rights. Except for the limited licenses granted herein, nothing in this

Agreement grants to Participant any rights of ownership to Compliance Accelerator’s copyrights,

patents, patent applications, trade secrets, trade names, trademark, service marks or other

Intellectual Property.

3. Use Limitations. The Applications are for Participant’s personal use only. Participant shall not

use the Applications for commercial purposes. Participant shall not outsource, distribute, redistribute,

sell, resell, sublicense or otherwise commercially exploit the Applications.

4. Prohibited Use.

a. You will not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt

to discover the source code, object code or underlying structure, ideas, know-how or algorithms of

the Applications.

b. You shall not interfere with nor attempt to interfere with nor otherwise disrupt the proper

working of the Applications. Participant shall not violate the security of the Applications or attempt

to gain unauthorized access to the Applications, data, materials, information, computer systems or

networks connected to any server associated with the Applications, through hacking, password

timing or any other means. Participant may neither take nor attempt any action that, in the sole

discretion of Compliance Accelerator, imposes or may impose an unreasonable or disproportionately

large load or burden on the Applications or the infrastructure related thereto. Participant shall not

use or attempt to use any “scraper,” “robot,” “bot,” “spider,” “data mining,” “computer code,” or any

other automate device, program, tool, algorithm, process or methodology to access, acquire, copy,

or monitor any portion of the Applications without the prior express written consent of Compliance

Accelerator. Participant shall not intentionally or unintentionally utilize the Applications in any

manner that violates any applicable law, rule or regulation.

c. Export Compliance. The software offered through the Applications may be subject to export

laws and regulations of the United States and other jurisdictions. Participant represents and warrants

that it is not named on any U.S. government denied-party list. Participant shall not permit access or

use any Services in a U.S. embargoed country (currently Cuba, Iran, North Korea, Sudan, Syria or

Crimea) or in violation of any U.S. export law or regulation.

5. Limited Participant Content License. Participant hereby grants to Compliance Accelerator a

limited, non-exclusive, perpetual, worldwide, non-revocable, royalty-free license to use Participant

Content as is necessary to provide the services embedded within the Applications, in all forms of

media in which the Applications are provided, whether now known or later discovered, without

further compensation or accounting. This license also grants Compliance Accelerator the right to

sublicense Participant Content to third-party coaches and consultants solely for the purpose of

engaging with Participant to facilitate the processes and techniques associated with the Applications.

6. Content Restrictions. Participant shall be responsible for all Content uploaded and otherwise

exchanged through the Applications. Compliance Accelerator shall have no obligation to prescreen,

monitor, edit or remove any Content. Compliance Accelerator reserves the right, to take any action

to restrict or remove access to any Content that we deem, in our sole and absolute discretion, to be

objectionable, in violation of applicable law, or otherwise in violation of this Agreement.

7. Privacy. Participant Content provided to Compliance Accelerator through the Applications shall

be subject to the posted Privacy Policy in effect during your use of the Applications.

8. Termination.

a. Term. This Agreement shall remain in effect during the term of Participant’s participation in any

applicable Compliance Accelerator’s Program Services. Access to the Applications may be terminated

at any time in Compliance Accelerator’s sole discretion.

b. Automatic Termination. This Agreement shall automatically terminate, without notice, (i)

upon the institution by or against either Party of insolvency, receivership or bankruptcy proceedings

or any other proceedings for the settlement of either Party’s debts, (ii) upon either Party making an

assignment for the benefit of creditors, or (iii) upon either Party’s dissolution or ceasing to do

business.

c. Cause. Compliance Accelerator may terminate this Agreement immediately if Participant (i)

violates any Program Services-related rules, policies and procedures, (ii) fails to make timely Program

Services-related payments, and/or (iii) otherwise breaches any material terms of this Agreement.

d. Injunctive Relief. Participant understands and agrees that money damages will not be a

sufficient remedy for any breach of Participant’s Use Limitations/Prohibited Use obligations under

this Agreement, and that Compliance Accelerator shall be entitled to seek equitable relief, including

injunction and specific performance, as a remedy for any such breach. Such remedies will not be

deemed to be the exclusive remedies for a breach by Participant, but will be in addition to all other

remedies available to Compliance Accelerator at law or in equity.

e. Effect of Termination; Survival. The following Sections survive termination of this Agreement:

Dispute Resolution, Disclaimers, Indemnification. Limitation of Liability, and Choice of Law.

9. Dispute Resolution.

a. Individual Binding Arbitration. Any claim or controversy with Compliance Accelerator arising

out of or relating to the Applications (including formation, interpretation, performance and breach of

the Agreement) shall be settled by binding arbitration administered by the American Arbitration

Association in accordance with its Commercial Arbitration Rules, excluding any rules or procedures

governing or permitting class actions. Any judgment on the award rendered by the arbitrator(s) shall

be final and binding upon the parties, and any judgment on the award may be entered in any court

having jurisdiction thereof. The Federal Arbitration Act, 9 U.S.C. § 1 et. seq., shall govern the

interpretation and enforcement of this Agreement.

b. Class Action & Jury Trial Waiver. ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ON

AN INDIVIDUAL BASIS ONLY. THE PARTIES EXPRESSLY WAIVE THEIR RIGHT TO FILE OR JOIN A

CLASS ACTION OR PRIVATE ATTORNEY GENERAL ACTION, OR TO CONSOLIDATE THEIR

c. Fees; Prevailing Party. Fees associated with any arbitration initiated under this Agreement

shall initially be borne equally by the Parties, provided however that the prevailing party in any such

arbitration shall be entitled to recover its reasonable attorneys’ fees, costs and expenses incurred in

connection with the arbitration.

d. Notice. When initiating a request to arbitrate, Participant must also send a copy of the

completed form to Compliance Accelerator at 2819 W March Ln., #B6 #274, Stockton, California

95219.

10. Indemnification. Participant shall indemnify, defend, and hold harmless Compliance

Accelerator and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees,

representatives, agents, volunteers, attorneys, affiliates, managers, licensors, business partners and

each of their respective successors and assigns (the “Compliance Accelerator Indemnified Parties”)

from and against all damages, losses, liabilities, claims, expenses, fees or costs (including, without

limitation, reasonable attorneys’ fees and costs) incurred in connection with any claim, demand or

action brought or asserted against any of the Compliance Accelerator Indemnified Parties arising out

of or relating to Participant’s acts or omissions and/or breach of the terms of this Agreement.

11. Limitation of Liability. IN NO EVENT SHALL COMPLIANCE ACCELERATOR’S, OR ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, AGENTS, VOLUNTEERS, ATTORNEYS, AFFILIATES, MANAGERS, LICENSORS, BUSINESS PARTNERS AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, MAXIMUM LIABILITY FOR ANY ACTION ARISING UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION AND WHETHER IN TORT OR CONTRACT, EXCEED THE TOTAL AMOUNT OF FEES PAID BY PARTICIPANT FOR THE PROGRAM SERVICES GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL COMPLIANCE ACCELERATOR OR ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, AGENTS, VOLUNTEERS, ATTORNEYS, AFFILIATES, MANAGERS, LICENSORS, BUSINESS PARTNERS AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, BE LIABLE TO PARTICIPANT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO LOST REVENUE, LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF CONSORTIUM), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. No action, regardless of form, arising from or pertaining to this Agreement and/or the Program Services may be brought by Participant more than ONE (1) YEAR after such action has arisen.

12. DISCLAIMER OF WARRANTIES: TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE

APPLICATIONS, CONTENT AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS AGREEMENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPLIANCE ACCELERATOR DOES NOT REPRESENT OR WARRANT THAT APPLICATIONS, CONTENT OR SERVICES (I) WILL BE UNINTERRUPTED, TIMELY OR SECURE, (II) WILL BE FREE OF DEFECTS, INACCURACIES OR ERRORS, (III) WILL MEET YOUR REQUIREMENTS, OR (IV) WILL OPERATE IN THE CONFIGURATION OR WITH OTHER HARDWARE OR SOFTWARE YOU USE. EXCEPT WHERE PROHIBITED BY LAW, COMPLIANCE ACCELERATOR EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT AND WILL NOT BE LIABLE FOR YOUR USE OF OR RELIANCE ON THE APPLICATIONS, CONTENT, AND SERVICES.

13. General Provisions.

a. Choice of Law. This Agreement shall be governed by and construed and enforced in

accordance with the laws of the State of California, without regard to or application of California’s

conflict of law principles. The parties consent to the jurisdiction of the State of California, and venue

in the County of San Joaquin, with regard to any controversy or claim arising out of or relating to this

Agreement, or the breach thereof.

b. Force Majeure. Compliance Accelerator shall not be liable or responsible to Participant for any

delays in providing the Applications as a result of any event beyond its reasonable control, including,

without limitation, adverse weather conditions, internet outage or interruption of service,

telecommunications or power outage, fire, flood, civil disobedience, labor disruptions, strikes,

lockouts, freight, embargoes, terrorism, natural disaster, war or acts of God.

c. Relationship of Parties. No agency, partnership, joint venture, employee-employer, or

franchisor-franchisee relationship is intended or created by this Agreement.

d. Waiver. No failure or delay by a Party exercising any right, power or privilege under this

Agreement will operate as a waiver thereof.

e. Modification. No modification of this Agreement shall be effective unless it is either in writing

and signed by an authorized representative of Compliance Accelerator or posted by Compliance

Accelerator on the Platform.

f. Severability. The validity or unenforceability of any provision of this Agreement shall not affect

the validity or enforceability of any other provision of this Agreement.

g. Assignment. Participant shall not assign any of the rights or obligations under this Agreement

without the prior written consent of Compliance Accelerator. This Agreement is assignable by

Compliance Accelerator at any time without Participant’s consent.

h. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties

and their respective successors and permitted assigns.

i. Interpretation. Headings are for reference purposes only and do not limit the scope or extent

of such section.

j. Notices. All notices, requests and other communications under this Agreement shall be in

writing and shall be delivered in person (by courier or otherwise) or mailed by certified or registered

U.S. mail, return receipt requested, to Compliance Accelerator at 2819 W March Ln., #B6 #274,

Stockton, California 95219 and to Participant at the email address specified in Participant’s

account.

14. Entire Agreement. This Agreement, along with the Compliance Accelerator Terms of

Service, shall comprise the entire agreement between the Parties regarding the Applications and

supersedes all prior or contemporaneous agreements, written or oral, between the Parties regarding

the subject matter contained herein.

• COMPLIANCE ACCELERATOR TERMS OF SERVICE

• COMPLIANCE ACCELERATOR PRIVACY POLICY

• COMPLIANCE ACCELERATOR END USER AGREEMENT

o 1. APPLICATION LICENSE

o 2. RESERVATION OF RIGHTS

o 3. USE LIMITATIONS

o 4. PROHIBITED USE

o 5. CONTENT LICENSE

o 6. CONTENT RESTRICTIONS

o 7. PRIVACY

o 8. TERMINATION

o 9. DISPUTE RESOLUTION

o 10. INDEMNIFICATION

o 11. LIMITATION OF LIABILITY

o 12. DISCLAIMERS OF WARRANTIES

o 13. GENERAL PROVISIONS

o 14. ENTIRE AGREEMENT

Affiliate Agreement

Compliance Accelerator may offer you an opportunity to become an independent Compliance Accelerator Affiliate (“Affiliate”), wherein you have the opportunity to earn additional money for Compliance Accelerator products, services and accounts that you sell. Compliance Accelerator reserves the sole and exclusive right to determine the amount of remuneration each Affiliate will receive in exchange for the Affiliate’s efforts. Affiliate commission is further discussed herein. See also Compliance Accelerator Terms of Service, which apply to you in your role as Affiliate, unless otherwise expressly provided for.

This Affiliate Agreement (“Agreement”) governs Your application for, and any subsequent participation in, Compliance Accelerator’ Affiliate program. By clicking “I Accept the Terms and Conditions” and submit, as well as once you create an Affiliate account and/or submit a Form W-9, You thereby accept the terms of this Agreement, You indicate that You have read and understood this Agreement, and agree that You are bound by its terms.

SECTION 1 - PARTIES All references to “Compliance Accelerator” herein means and refers to Asymmetric Advantage Group, LLC, doing business as Compliance Accelerator. All references to “You” and “Your” mean and refer to the person or entity who has executed this Agreement. Compliance Accelerator and You are each referred to herein as a “Party,” and collectively as the “Parties.”

SECTION 2 - APPLICATION You agree to provide all information requested by Compliance Accelerator in connection with Your Affiliate application, and You affirm that all information that You provide is truthful and accurate. You understand and agree that Compliance Accelerator retains sole and exclusive discretion to determine whether You qualify for participation in Compliance Accelerator’ Affiliate program. Not everyone who applies for Compliance Accelerator’ Affiliate program will qualify to participate.

SECTION 3 - CONSENT TO BE CONTACTED You expressly consent to be contacted at the email address and the phone number You provide in Your application about Your application and the Affiliate program, including through automated dialing systems, texts and artificial or pre-recorded messages. This consent is a material condition of this Agreement and may not be revoked except in writing by both Parties.

SECTION 4 - COMPENSATION If Your application to become an Affiliate is approved by Compliance Accelerator, You will receive a unique Affiliate ID. The Affiliate ID will be incorporated within each URL which You will use to advertise Compliance Accelerator. You will have the opportunity to receive a commission for each sale (“Sale”) that is registered using Your Affiliate ID.

In the event that a prospect (“Prospect”) has multiple Affiliate cookies (“Cookies”), the most recently-acquired Cookie will determine which Affiliate is credited with a Sale. There are some products and services sold that do not have trial periods.

Provided that the Sold Account (as defined below) remains in good status within thirty (30) days from the Sale, You will be paid a commission for each Sold Account that generates a payment to Compliance Accelerator in a month (“Commission”). Except as otherwise provided herein, Commission payments will be paid on the 15th of each month following Compliance Accelerator’ receipt of payment for a Sold Account, and after the Sold Account remains in good status passed the 30-Day Refund Period, meaning the refund period has expired, and subject to the other terms of this Agreement. In the event the 15th of each month falls on a holiday, Commission payments will be paid on the business day preceding the holiday. All Commission payments are based on the amount of fees received by Compliance Accelerator, less sales taxes. In simple terms, if a Sold Account is paid-in-full, you will receive the agreed commission amount in a lumpsum payment. However, if the Sold Account is on a payment plan then you will receive the agreed commission in an installment payment in accordance with the payment plan schedule.

Whether or not You apply and are accepted as an Affiliate, if You are a Compliance Accelerator’ user who chooses to display a “made with Compliance Accelerator” badge on the bottom of Your funnel, You will have the opportunity to receive a commission (the “Badge Commission”) when a Prospect creates a Compliance Accelerator account or purchases a Compliance Accelerator product or service using Your Badge Affiliate Link, the fourteen (14) day trial period expires (when applicable,) the Prospect makes payment, and a Sale is registered (each such account is a “Sold Account.”)

The amount of Commissions are as follows:

Badge Commission: Not available at this time. To be determined at a later date (applicable to anyone); See Compliance Accelerator Terms of Service for more information about the Badge Commission.

Front-End Affiliate: 33% Commission on front-end offers*

Open Affiliate: Not available at this time. To be determined at a later date *

Qualified Affiliate: Not available at this time. To be determined at a later date *

*Initial approval into the Compliance Accelerator’ Affiliate Program grants you access to promote select front-end offerings (the Front-End Affiliate). You will receive a 33% Commission on these offerings. After you have earned $1,000 Commission in a calendar month, you will be eligible to apply for “Open Affiliate”, a program whereby you can promote front-end offerings as well as additional services which may be updated from time to time. Open affiliates who demonstrate exemplary compliance with all terms of this Agreement and who also maintain 2 unique Compliance Accelerator paid user accounts on a monthly basis (Compliance Accelerator accounts must be sold at $4,998 or above) may qualify for “Qualified Affiliate” status, which determination shall be in Compliance Accelerator’ sole and exclusive discretion. For avoidance of doubt, an Affiliate can receive both Badge Commission and Affiliate Commissions simultaneously.

All Commissions are paid in U.S. Dollars (USD) or otherwise in currencies offered by the payment provider. Some payment methods may incur processing fees that may be deducted from Your Commissions payment. Your combined Commission must equal or exceed One hundred and 00/100 Dollars ($100.00) (USD) before You receive a payment from Compliance Accelerator. If Your combined Commissions in a 120-day period do not exceed $100.00 (USD) Your Commissions will not be paid and will be forfeited.

Once a Commission of $100 (USD) or more is earned, You will need to register with our third-party payment provider to receive payment of Commissions. This means You are authorizing third party companies to contact You. Before You can be paid any Commission, You must provide Compliance Accelerator a completed W-8 or W-9 tax form, as instructed by Compliance Accelerator, as well as any supporting documentation requested by Compliance Accelerator or its third-party payment provider. You will be deemed to have permanently waived all rights to Commissions that were earned more than 120 days before submitting a completed W-8 or W-9 tax form or any ancillary supporting documentation that is requested to confirm the information on your tax form. If You are not a resident of the United States, Compliance Accelerator may withhold tax (including without limitation VAT) where required by applicable law. You are solely responsible for complying with all tax laws in Your respective jurisdiction(s) including, but not limited to, the payment of all required taxes, and filing of all returns and other required documents with, the applicable governing body(ies).

Affiliates will not be paid any Commissions for payments made on Affiliate’s own user account(s). Affiliates are not permitted to open a Compliance Accelerator account under the name of another person or entity, under a fictitious name, or under any name merely for the purpose of obtaining Commissions, Legacy Bonuses or any other compensation. Affiliates may not pay for another person’s or entity’s account. Affiliates are not permitted to offer cash rebates or other monetary incentives to obtain Sales.

Commissions are paid only for transactions that actually occur between Compliance Accelerator and a Sale and in which payment is received by Compliance Accelerator. If payment for a Sold Account later results in a refund or chargeback, and if a Commission was paid to You for that Sold Account, then the Commission will be deducted from Your future Commissions.

If Compliance Accelerator determines, in its sole and exclusive discretion, that any Sale was procured fraudulently or as a result of any violation of this Agreement or applicable law, no Commission will be paid for such Sale and, for past sales, such payment amounts shall be deducted from Your future Commissions, and Compliance Accelerator may terminate this Agreement immediately without Compliance Accelerator having any liability to You.

SECTION 5 - TERM AND TERMINATION The term of this Agreement will begin the earlier of (i) when You click “I accept the Terms and Conditions” and submit; or (ii) Your participation in the Affiliate program is approved. Your participation in the Compliance Accelerator Affiliate program will continue month-to-month until terminated. Either Party may terminate this Agreement at any time, with or without cause, by giving the other Party thirty (30) days’ written notice of termination. If, in our sole discretion, You fail, or we suspect that You have failed, to comply with any term or provision of the Agreement or the Terms of Service, or violated any law, whether in connection with Your use of Compliance Accelerator or otherwise, we may terminate the Agreement or suspend Your access to the Affiliate website (“Website”) at any time without notice to You. In addition, if, based on our data, you have a dispute rate greater than 10%, we may terminate this Agreement or suspend your access to the Website at any time without notice to You. In such instances, and in our sole discretion, we may also for the aforementioned reasons, terminate our relationship and suspend any accounts owned/controlled by You. For the avoidance of doubt, and without limitation for purposes of the foregoing, any violation of the required disclosure will be deemed a material breach of this Agreement. In the event this Agreement is canceled due to Your breach, You immediately forfeit all Commissions and any other payments owed to You or that may in the future be owed to You without any further liability by Compliance Accelerator to You. This Agreement will terminate automatically if You earn no (zero) Commissions over a 12 month period.

If this Agreement is terminated or canceled, then all provisions that, by their nature, should survive, will survive, including, but not necessarily limited to, all limitations of liability, disclaimers of warranties, indemnity obligations, mandatory arbitration and class action waiver provisions, and exceptions to arbitration. All representations and warranties undertaken by You shall also survive termination or cancellation of this Agreement and/or Your Compliance Accelerator account.

SECTION 6 - ADDITIONAL REPRESENTATIONS AND WARRANTIES In addition to Your other representations and warranties herein, You further represent and warrant that there are no prior or pending government investigations or inquiries of, or prosecutions against You by the Federal Trade Commission (“FTC”), any other federal or state governmental agency, or any industry regulatory authority, anywhere in the world, nor any prior or pending private lawsuits against You which relate to alleged intentional torts or alleged violation of any consumer protection or advertising laws. If You become the subject of such an investigation, inquiry, prosecution, or lawsuit any time after this Agreement is executed, You are required to notify Compliance Accelerator of the same within 24 hours. Compliance Accelerator, in its sole and exclusive discretion, may immediately terminate Your participation in Compliance Accelerator’ Affiliate program, as well as immediately terminate this Agreement, based on any investigation, proceeding, or lawsuit identified pursuant to this paragraph.

SECTION 7 - ENTIRE AGREEMENT This Agreement, Appendix A below, along with Compliance Accelerator’ standard Terms of Service, represents the entire agreement between the Parties and supersedes any other written or oral agreement between the Parties as pertaining to Your Affiliate application and, if approved, Your rights and responsibilities as an Affiliate.

Appendix A

Additional Terms of the Affiliate Agreement and Advertising Rules

These Advertising Rules apply to all activities of Affiliate:

General Compliance. Affiliate shall publish or otherwise distribute advertisements in strict compliance with all applicable laws and regulations, including without limitation, laws prohibiting deceptive and misleading advertising and marketing, email marketing laws (including the federal CAN-SPAM Act (15 U.S.C. § 7701)), data protection laws (including but not limited to the European Union General Data Protection Regulation, U.K. Data Protection Act, California Consumer Privacy Act, and Brazilian General Data Protection Regulation), laws governing testimonials (including the FTC’s Revised Endorsements and Testimonials Guides (16 CFR Part 255 of the Code of Federal Regulations)), and all guidelines issued by the FTC. Affiliate is solely responsible for ensuring Affiliate’s compliance with all laws. Affiliates are strictly prohibited from making claims concerning the products and services offered by Compliance Accelerator that are inconsistent with, or beyond the scope of marketing materials produced and made available by Compliance Accelerator on Compliance Accelerator website, www.Compliance Accelerator.com. Affiliate is prohibited from publishing or otherwise distributing advertisements by telemarketing, fax, or text messaging in any form to any device. Affiliate shall not offer monetary incentives, such as rewards points, cash, or prizes to Prospects in return for their response to an advertisement. Affiliate may, however, offer Prospects information and materials of tangible value including, but not limited to, website templates, information about e-commerce, website design, and online marketing, for reduced or no charge, but only so long as Affiliate accurately describes and delivers such information and materials to the Prospect. Compliance Accelerator retains the sole and exclusive discretion to determine whether Affiliate’s advertising and conduct is in compliance with all laws.

Disclosure. On any website that Affiliate advertises any Compliance Accelerator service or product, Affiliate must plainly display (i.e., not in a link, or in small font) disclaimer language, such as:

Disclosure: I am an independent Compliance Accelerator Affiliate, not an employee. I receive referral payments from Compliance Accelerator. The opinions expressed here are my own and are not official statements of Compliance Accelerator or its parent company, Asymmetric Advantage Group, LLC.

Non-Disparagement. Affiliate is not permitted to comment negatively about or disparage the products or services of Compliance Accelerator or any other person or entity, including without limitation the products or services of a Compliance Accelerator competitor. Affiliate is not permitted to engage in any unlawful or deceptive actions with respect to search engine optimization, including, but not limited to, using any technique that generates paid search results based on any trademarks of Compliance Accelerator, any brand name of Compliance Accelerator, or based on the trademarks or brand name of any competitor of Compliance Accelerator, or any other third party. Affiliate shall not direct link to a Compliance Accelerator’ sales page from any paid advertising.

Social Media. If Affiliate advertises on Instagram or YouTube, then each post must comply with all of the following:

Each post must contain @Compliance Accelerator or #Compliance Accelerator.

Each post must contain #ad in a clear and conspicuous location before the text of the description and in all events before the “More” button.

Each Instagram post must use Instagram’s “Paid Partnership” tool.

Each YouTube post must contain the word “Ad,” “Advertisement,” “Promotion,” or “Paid Partnership” within the video itself in a font size that is clearly recognizable to the viewer and which appears persistently throughout the length of the video in the top right hand portion of the video.

If Affiliate is advertising on other forms of written social media (e.g., Facebook, Twitter), Affiliate must comply with the above disclosure restrictions as applicable to each form of social media. Affiliate must also comply with all rules of each social media platform that Affiliate uses.

Income and Business Opportunity Claims. Affiliates are expressly prohibited from making any claims that use of Compliance Accelerator will guarantee that the user will make money. If Affiliate’s recruiting efforts include claims related to income Affiliate has made from using Compliance Accelerator or as an Affiliate, the following guidelines must be adhered to:

Affiliate’s statements must be completely true and accurate and supported by evidence of Affiliate’s experience; and

Affiliate’s statements must be accompanied by the following disclaimer in clear and conspicuous font and placement: “These were my results. Your results will vary based on a variety of factors including Your education, effort, and market factors. There is no guarantee You will make any money.”

Affiliate is also expressly prohibited from making any express or implied claims that Compliance Accelerator is or provides a business opportunity, franchise opportunity, a “business-in-a-box,” or an assisted marketing plan.

Compliance Accelerator’ Trademarks. No logo, tagline, trademark, trade name, or trade dress (collectively, the “Compliance Accelerator Trademarks”) owned by Compliance Accelerator may be used, copied, or reproduced by any Affiliate except as set forth below. No Compliance Accelerator intellectual property (or any mark confusingly similar to any Compliance Accelerator intellectual property) is to be registered as a trademark in any country or registered as a domain name by Affiliate in any way in any country.

Subject to the restrictions below, approved Affiliates are granted a limited, revocable, non-transferrable, and non-assignable license to use the “Compliance Accelerator” trademark, to advertise Compliance Accelerator online. Any time Affiliate uses the word “Compliance Accelerator” it must be immediately followed by “TM”. Affiliate may not use “Compliance Accelerator” or other Compliance Accelerator’ trademarks as part of any URL, domain or website name.

Compliance Accelerator retains exclusive ownership of all Compliance Accelerator’ Trademarks and other intellectual property and all of its rights therein. Affiliate shall not promote or provide services to any other business or person that is infringing any of Compliance Accelerator’ intellectual property.

Complaint Notification. Affiliate must notify Company of any complaint received by Affiliate regarding any advertisements within twenty-four (24) hours of receiving such complaint. Notice should be sent to support@ComplianceAccelerator.com with the subject line "COMPLAINT NOTIFICATION."

Independent Contractor. Affiliates are independent contractors of Compliance Accelerator. It is the express understanding and intention of the Parties that no relationship of master and servant nor principal and agent shall exist between Compliance Accelerator and You by virtue of this Agreement. You have no right to act on behalf of or bind Compliance Accelerator in any way, nor share in the profits or losses of Compliance Accelerator. The only compensation available to You is set forth in this Agreement. You are solely and exclusively responsible and liable for all of Your acts or omissions.

NO WARRANTY; NO LEADS. Compliance Accelerator does not promise, guarantee or warrant Your business success, income, or sales. You understand and acknowledge that Compliance Accelerator will not at any time provide sales leads or referrals to You. You understand and agree further that this is not a business opportunity, a franchise opportunity, a “business-in-a-box,” or an assisted marketing plan. You are responsible for procuring and paying for any and all materials and resources necessary to operate as an Affiliate as You determine in Your sole discretion.

LIMITATION OF LIABILITY. EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW, IN NO EVENT SHALL COMPLIANCE ACCELERATOR OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, INDEPENDENT CONTRACTORS, TELECOMMUNICATIONS PROVIDERS, ASSIGNS, AND/OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR ANY OTHER DAMAGES, FEES, COSTS OR CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT, THE PRIVACY POLICY, THE SERVICES OR PRODUCTS, YOUR OR A THIRD PARTY’S USE OR ATTEMPTED USE OF THE WEBSITE OR ANY SOFTWARE, SERVICE, OR PRODUCT, REGARDLESS OF WHETHER COMPLIANCE ACCELERATOR HAS HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, FEES, COSTS, OR CLAIMS. THIS INCLUDES, WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR PRODUCTS, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES. THIS APPLIES REGARDLESS OF THE MANNER IN WHICH DAMAGES ARE ALLEGEDLY CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, OR OTHERWISE.

DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION, CLASS ACTION WAIVER, & GOVERNING LAW.

As explained in Compliance Accelerator’ Terms of Service, any controversy or claim arising out of or related to this Agreement or Your relationship with us that cannot be resolved through negotiation within 120 days shall be resolved by binding, confidential arbitration administered by the American Arbitration Association (“AAA”), and judgment on the award rendered may be entered in any court having jurisdiction thereof. The sections of the Terms of Service entitled “DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION AND CLASS ACTION WAIVER,” “COMPLIANCE ACCELERATOR’ ADDITIONAL REMEDIES,” and “GOVERNING LAW AND VENUE” are expressly incorporated herein by reference. Please review the Terms of Service for more information.

Indemnity. You agree to protect, defend, indemnify and hold harmless Compliance Accelerator, its officers, directors, employees, owner(s), and parent company(ies) and assigns from and against all claims, demands, and causes of action of every kind and character without limitation arising out of Your conduct, acts, or omissions related to Your application and/or performance of this Agreement including, but not limited to, any breach of this Agreement. Your indemnity obligation includes, but is not limited to, any third party claim against Compliance Accelerator for liability or payments for damages caused by, or other liability relating to, You. This provision expressly survives the termination of this Agreement.

Severability. In the event any provision of this Agreement is inconsistent with or contrary to any applicable law, rule, or regulation, the provision shall be deemed to be modified to the extent required to comply with the law, rule, or regulation, and this Agreement and the Terms of Service, as so modified, shall continue in full force and effect.

Modification/Amendments. This Agreement and Compliance Accelerator’ standard Terms of Service may be modified by Compliance Accelerator at any time, with or without prior notice to You. Amendments or modifications to this Agreement or the Terms of Service will be binding on You when they are sent to You via email, or are posted in the affiliate center. No amendment to this Agreement or the Terms of Service shall be valid unless prepared or signed by Compliance Accelerator. Your continued acceptance of Commission or Legacy Bonus payments constitutes Your acceptance to any modifications or amendments to this Agreement and the Terms of Service.

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