The following terms of service and end user license agreement ("EULA") contain important terms and conditions of the license you as a User (defined below) are being granted by Relias Learning, LLC (“Company”) to access the Relias Academy System (“RAS”) for the purpose of completing training courses (“Content”). Please read this EULA carefully before completing the creation of your account.

1. Grant of Use. Subject to the terms of this EULA, Company grants to User the right to access and use the RAS and the associated Content which User purchases (for three-hundred-sixty-four (364) days from the date of purchase) (“RAS Software”) solely for its personal training and education (“License”). “User” means a person that has complied with any registration requirements reasonably required by Company and has been issued a personal and unique User ID and password to access and use the RAS Software. Company retains sole and exclusive ownership of, and all rights, title, and interest in, the RAS Software, including, without limitation (a) any copyright, trademark, patent, trade secret, or other intellectual property embodied or associated therein, and (b) all derivative works and copies thereof. Except as expressly provided, nothing in this EULA shall be construed to convey any intellectual property rights to User.

2. Acceptable Use. User shall use the RAS Software exclusively for authorized and legal purposes, consistent with all applicable laws and regulations. User agrees not to post or upload any content or data which (i) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening; (ii) contains computer viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; (iii) violates the rights of others, such as data which infringes on any intellectual property rights or violates any right of privacy or publicity; or (iv) otherwise violates any applicable law. User further agrees not to interfere or disrupt networks connected to the RAS Software, not to interfere with another entity's use of similar services and to comply with all regulations, policies and procedures of networks connected to the RAS Software. Company may remove any violating content posted on the RAS or transmitted through the RAS without notice. Company may suspend or terminate any User’s access to the RAS Software in the event that Company reasonably determines that such User has violated the terms and conditions of this License.

3. Restrictions. User shall not itself, or through any third party (i) sell, resell, distribute, host, lease, rent, license or sublicense, in whole or in part, the RAS Software or access thereto; (ii) decipher, decompile, disassemble, reverse assemble, modify, translate, reverse engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architecture, structure or other elements of the RAS Software, in whole or in part, for competitive purposes or otherwise; (iii) allow access to, provide, divulge or make available the RAS Software to any third party; (iv) write or develop any derivative works based upon the RAS Software; or modify, adapt, translate or otherwise make any changes to the RAS Software or any part thereof; (v) disclose or publish, without Company’s prior written consent, performance or capacity statistics or the results of any benchmark test performed on the RAS Software; or (vi) remove from any portion of the RAS Software any identification, patent, copyright, trademark or other notices. User acknowledges that, under the terms of this License, Company does not collect or possess Protected Health Information, as defined in 45 C.F.R. § 160.103, and that Company shall not be required to execute a Business Associate agreement or similar agreement. User warrants and represents that it shall not upload any Protected Health Information to the RAS or otherwise provide Company or its suppliers access to any such Protected Health Information.

4. Term and Termination. This EULA shall remain in effect for as long as User maintains an account on the RAS. The License to any Content shall be limited to the time that such Content is available to User for completion. User may terminate this EULA at any time by sending written notice to reliasacademy@reliaslearning.com. Company may terminate this EULA if in its sole discretion Company determines that User has violated the terms of this EULA or the License. Upon termination, User shall have no further rights to access or otherwise utilize the RAS Software. All terms of this EULA which naturally survive termination shall remain in full force and effect after termination.

5. Passwords. User is responsible for maintaining the confidentiality of all passwords and for ensuring that each password is used only by the authorized User. User is entirely responsible for any and all activities that occur under its account. User shall immediately notify Company of any unauthorized use or any other breach of security known to User. Company shall have no liability for any loss or damage arising from User’s failure to comply with these requirements.

6. Confidential Information. Each party hereby agrees that it will not use or disclose any Confidential Information received from the other party other than as expressly permitted under the terms of this EULA or as expressly authorized in writing by the other party. “Confidential Information” means any and all information disclosed by either party to the other which is marked “confidential” or “proprietary” or which should be reasonably understood by each party to be confidential or proprietary, including, but not limited to, the terms and conditions (but not the existence) of this EULA, all trade secrets and other intellectual property of Company. Each party will protect the other party’s Confidential Information from unauthorized dissemination and use the same degree of care that each such party uses to protect its own confidential information, but in no event less than a reasonable amount of care. Company may use, for purposes outside of the Agreement, anonymous, de-identified data; however, Company agrees not to use or disclose this information to the extent prohibited by applicable law. Information shall not be considered Confidential Information to the extent, but only to the extent, that the receiving party can establish that such information (i) is or becomes generally known or available to the public through no fault of the receiving party; (ii) was lawfully in the receiving party's possession before receipt from the disclosing party without a duty of confidentiality; (iii) is lawfully obtained from a third party who has the right to make such disclosure on a non-confidential basis; or (iv) has been independently developed by one party without reference to any Confidential Information of the other. The receiving party may disclose Confidential Information of the disclosing party if it is compelled by law to do so, provided the receiving party gives the disclosing party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing party's cost, if the disclosing party wishes to contest the disclosure.

7. Compliance. Company reserves the right to utilize data stored by User in the RAS Software to verify compliance with the terms of this License. Company may monitor the usage, performance and operation of the RAS Software using electronic, remote and other means and without notice to User. Any such data will only be used as expressly allowed under this License, and shall be considered Confidential Information.

8. User Data. Company has no obligation to retain User data after three (3) months of the expiration or termination of the EULA.

9. Limited Warranty. THE RAS AND ALL RAS SOFTWARE IS PROVIDED ON AN ‘AS IS AS AVAILABLE’ BASIS. COMPANY, ITS LICENSORS, DATA CENTER AND SUPPLIERS EXPRESSLY DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL WARRANTIES, EXPRESSED OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, (i) ANY WARRANTY THAT ANY SOFTWARE, DATABASE, CONTENT, DELIVERABLES OR PROFESSIONAL SERVICES ARE ERROR- FREE, ACCURATE OR RELIABLE OR WILL OPERATE WITHOUT INTERRUPTION OR THAT ALL ERRORS WILL BE CORRECTED OR WILL COMPLY WITH ANY LAW, RULE OR REGULATION, (ii) ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AND (iii) ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. NO ADVICE, STATEMENT OR INFORMATION GIVEN BY COMPANY, ITS AFFILIATES, CONTRACTORS OR EMPLOYEES SHALL CREATE OR CHANGE ANY WARRANTY PROVIDED HEREIN. USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE CONTENT IS NOT DESIGNED OR INTENDED TO MEET ALL OF ITS OR ITS USERS’ TRAINING AND EDUCATIONAL NEEDS OR REQUIREMENTS, INCLUDING TRAINING AND EDUCATION THAT IS REQUIRED UNDER APPLICABLE LAWS. USER ASSUMES ALL RESPONSIBILITY FOR THE SELECTION OF THE SERVICES PROVIDED HEREUNDER TO ACHIEVE ITS INTENDED RESULTS.

10. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY’S TOTAL LIABILITY (INCLUDING ATTORNEYS’ FEES AWARDED UNDER THIS EULA) TO USERS FOR ANY CLAIM BY USER OR ANY THIRD PARTIES UNDER THIS EULA, WILL BE LIMITED TO THE FEES PAID FOR SUCH ITEMS THAT ARE THE SUBJECT MATTER OF THE CLAIM FOR THE PRIOR TWELVE (12) MONTHS. IN NO EVENT WILL ANY PARTY, ITS LICENSORS OR SUPPLIERS BE LIABLE TO USER OR OTHER THIRD PARTIES FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY PUNITIVE, TREBLE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, STAFF TIME, GOODWILL, USE, DATA, OR OTHER ECONOMIC ADVANTAGE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, WHETHER OR NOT PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Indemnification. User shall indemnify and hold Company, its affiliates, suppliers, data center,employees and officers (an “Indemnified Party”) harmless from and against all liability, claims, damages, fines, losses, expenses (including reasonable attorney's fees and court costs, and the cost of enforcing this indemnity) suffered or incurred by Company or any Indemnified Party arising out of, or in connection with (a) any act or omission of User, (b) any material breach by User of any of the terms of this EULA; and (c) any use or reliance by User of any portion of the RAS Software, including all third-party claims, causes of action, suits, and legal proceedings asserted against Company or an Indemnified Party arising out of, or relating to, the use of or reliance by User on any Content; provided, however, that User shall have no obligations under this section related to a third-party claim that the RRAS or Content infringes such third party’s intellectual property rights.

12. Governing Law and Venue. This EULA shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its principles of conflict of laws. Any dispute arising from or relating to the EULA shall be litigated in the state or federal courts located in Wake County, North Carolina, to whose exclusive jurisdiction the parties hereby consent.

13. Notices. Any notice required under this EULA shall be sent to User at the email provided by User during registration, and to Company at reliasacademy@reliaslearning.com.

14. Government End Users. If you are a U.S. Government end user, we are licensing the RAS Software to you as a "Commercial Item" as that term is defined in the U.S. Code of Federal Regulations (see 48 C.F.R. § 2.101), and the rights we grant you to the RAS Software are the same as the rights we grant to all others under this EULA.