Terms and Conditions

TERMS OF USE

1. ACCEPTANCE OF TERMS

Thicket Ventures, LLC (“TV”) owns certain trademarks, copyrights, methods, trade secrets, software technology and ancillary intellectual property, whether patentable or not, relating to its online platform and training products and services offering known as the “6 Levers” (the “6 Levers Framework”) and is in the business of providing businesses and individuals with access to the 6 Levers Framework (the “TV Business”) through https://www.6levers.co, as may be updated from time-to-time, including any successor websites and domains. Any access to or use of the 6 Levers Framework is subject to the terms and conditions in this Terms of Use (“TOU”) and the license agreement entered into by the parties, incorporated herein by reference (“License Agreement”), which is entered into between TV and the Licensee (“you” or “Licensee”) as of the Subscription Effective Date (as defined in the License Agreement. This TOU, together with any documents expressly incorporated by reference, also governs your access to and use of https://www.6levers.co and its various subpages (the “Website”).

IF YOU USE THE WEBSITE IN ANY FORM, YOU ACCEPT AND AGREE TO BE BOUND BY AND abide by this TOU and the TV Privacy Policy, which can be found HERE [insert link to Privacy Policy] and which is expressly incorporated herein by reference (the “Privacy Policy”). Please read this TOU and the Privacy Policy carefully before accessing the Website. If you do not want to agree to this TOU or the Privacy Policy, you must not access the Website.

You represent, warrant and covenant that you are: (i) over eighteen (18) years of age or the age of majority in your jurisdiction, whichever is greater; (ii) of legal age to form a binding contract; (iii) located in, and will only use the 6 Levers Framework within, the United States and/or Canada; and (iv) not a person barred from using the 6 Levers Framework under the laws of your country of residence or any other applicable jurisdiction.

2. ENTERPRISE SUBSCRIPTION

Your access to the 6 Levers Framework and the products and services provided to you by TV will be described and governed by the License, in which the TOU is incorporated by reference.

3. GRANT OF RIGHTS

(a) Subject to and conditioned upon Licensee’s payment and delivery of all Fees and strict compliance with all terms and conditions set forth in this Agreement and the Terms of Use, which are incorporated herein by reference and may be found using [insert hyperlink to webpage],, TV hereby grants to Licensee during the Term hereof a revocable, non-exclusive, non-delegable, non-assignable, non-transferable, non-sublicensable, worldwide, limited license to access and use, solely by Licensee and its Authorized Users, the 6 Levers Framework, as set forth in this Section 1, and further described in Schedule 1 attached hereto, and subject to all conditions and limitations set forth in this Agreement (the “License”). The License will terminate automatically upon termination of this Agreement, for any or no reason. Upon termination of the License, TV may reproduce, transfer, remove, or otherwise deal with the 6 Levers Framework and all Developed IP (as defined below) incorporated therein in its sole and absolute discretion, and within thirty (30) days thereafter shall transfer to Licensee only the domain name and administrative control rights previously associated with the 6 Levers Framework.

(b) Licensee acknowledges that the 6 Levers Framework is provided for use by Licensee and its individual consumers and business entity clients (“Authorized Users”). Licensee agrees not to, not to attempt to, nor allow any Authorized User or other party to: (i) copy, distribute, rent, lease, lend, sublicense, or transfer the 6 Levers Framework, or make the 6 Levers Framework available to any third party (other than an Authorized User), (ii) decompile, reverse engineer, or disassemble the 6 Levers Framework or otherwise attempt to reconstruct or discover any source code, object code, underlying ideas, algorithms, file formats, or programming interfaces of the 6 Levers Framework, (iii) create derivative works based on the 6 Levers Framework, (iv) modify, remove, or obscure any copyright, trademark, patent, or other notices or legends that appear on the 6 Levers Framework or during the use and operation thereof, (v) publicly disseminate performance information or analysis (including benchmarks) relating to the 6 Levers Framework, (vi) utilize any software or technology designed to circumvent any license keys or copy protection used in connection with the 6 Levers Framework, (vii) use the 6 Levers Framework to develop a competitive product offering, or (viii) use the 6 Levers Framework in a manner that violates or infringes any laws, rules, regulations, third-party intellectual property rights, or third-party privacy rights. Licensee may not use any automated means, including agents, robots, scripts, or spiders, to access or manage the 6 Levers Framework, except solely to the extent as may be specifically enabled and authorized by TV.

4. NO PROFESSIONAL ADVICE

The information contained in or made available through the 6 Levers Framework, including, but not limited to, information generated through the 6 Levers Framework, message boards, in text files, in videos, or in chats, cannot replace or substitute for the advice or counsel of trained professionals in any field, including, but not limited to, financial or legal matters. TV and its licensors, suppliers, employees, members, managers, and contractors make no representations or warranties concerning any action or application of information or preparation by any person following the information offered or provided within or through the 6 Levers Framework. NEITHER TV NOR ITS PARTNERS, AFFILIATES, MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, OR ANY OF THEIR AFFILIATES WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES THAT MAY RESULT FROM YOUR USE OF THE PLATFORM, INCLUDING, BUT NOT LIMITED TO, ECONOMIC LOSS, INJURY, ILLNESS, OR DEATH TO YOU OR ANYONE ELSE.

You are responsible and accountable for your decisions, actions, and results thereof, and by your use of the 6 Levers Framework, you agree not to attempt to hold TV or any of the foregoing parties liable for any such decisions, actions, or results, at any time, under any circumstances.

5. THIRD PARTY SOFTWARE

(a) Some components of the 6 Levers Framework may be provided with or have incorporated into them third-party software (“Third-Party Software”), which may include software licensed under “open source” or other licenses approved by the Open Source Initiative. TV is not the author or owner of Third-Party Software, and this TOU does not govern access to, or use of, Third-Party Software. You acknowledge and agree that: (i) TV has no proprietary interest in any Third Party Software; (ii) to the extent permitted by applicable law, any Third Party Software is provided “AS IS” with all faults; and (iii) such Third-Party Software may be subject to separate license restrictions and obligations set forth in the respective license agreements related to such software.

(b) To the extent permitted by law or contract, TV shall pass through to Licensee the warranties for the Third-Party Software. TV warrants that (i) it has the right to license any Third-Party Software provided to Licensee under this TOU; (ii) to the best of TV’s knowledge, the Third Party Software does not, and the use of the Third Party Software by Licensee as contemplated by this TOU will not, infringe any intellectual property rights of any third party; and (iii) Licensee shall have no obligation to pay any third party any fees, royalties, or other payments for Licensee’s use of any Third-Party Software in accordance with the terms of this TOU.

6. SUPPORT

TV is not obligated to provide you any support for the 6 Levers Framework, and the TOU does not entitle you to any support for the 6 Levers Framework.

7. PERSONAL INFORMATION; REGISTRATION; ACCOUNT

(a) You acknowledge and agree that by accessing or using the 6 Levers Framework, TV may receive certain information about you, including personal information, and TV may collect, use, disclose, store and process such information in compliance with all applicable data privacy laws.

(b) TV may enable you to access and browse the 6 Levers Framework without registering, but some features may not be accessible unless you register. In registering for the 6 Levers Framework, you agree to: (i) provide true, accurate, current and complete information about yourself as prompted by the 6 Levers Framework’s registration form (the “Registration Data”); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.

(c) You may not share your account or password with anyone. You are fully responsible for all activities that occur under your account, whether or not you authorized the particular use or user, and regardless of your knowledge of such use. You agree to notify TV promptly of any unauthorized use of your account or password or any other similar breach of security. You acknowledge that TV is not responsible for any losses, damages, costs, expenses or claims that result from stolen or lost passwords belonging to your affiliates or contractors.

(d) If your account remains inactive for one year or longer, TV reserves the right to suspend or terminate your account, with or without notice to you, and delete Your Content (as defined in Section 8(a)), all without liability to you.

8. RESPONSIBILITY FOR CONTENT

(a) For purposes of this Agreement, and, without limitation, this Section 8, the parties hereby agree and consent to the following definitions:

“Background IP” means all Intellectual Property developed, acquired, owned, or licensed by a Party (i) before the Effective Date or independent of and exclusive from this Agreement, and (ii) improvements, modifications, or enhancements to the foregoing made by or on behalf of the Party that do not constitute Developed IP hereunder. Without limiting the foregoing, the Background IP of TV includes the TV Platform.

“Developed IP” means any Intellectual Property that is created or developed that results from, or is discovered by, TV or Licensee in connection with the entering into or performance of this Agreement, without limitation, the 6 Levers Framework, the content contained within the 6 Levers Framework, the domain supporting the 6 Levers Framework, the source code pertaining to the 6 Levers Framework.

“Intellectual Property” or “IP” means anything protectable by an Intellectual Property Right.

“Intellectual Property Right” means any and all patent rights, copyrights, trademark rights, rights in trade secret (if any), design rights, rights in and to circuit design and any similar rights, database rights, domain name rights, moral rights, and any other intellectual property rights (whether registered or unregistered) throughout the world.

(b) The entire right, title, and interest in and to any Developed IP (as defined in the Terms of Use) is and shall remain the exclusive property of TV. The entire right, title, and interest in and to the Background IP (as defined in the Terms of Use) of each Party shall remain the exclusive property of such Party, subject to the Licensee License as defined and set forth in the Terms of Use, if applicable. In furtherance of the foregoing, Licensee hereby assigns to TV all Developed IP, and Intellectual Property (as defined in the Terms of Use) embodied therein, except for Licensee’s Background IP, which is subject to the Licensee License.

(i) Except for the License rights granted by TV, this Agreement does not grant to Licensee or any third party any right, title, or interest beyond the License, to any improvements, by implication, estoppel, or otherwise. In furtherance and not in limitation of the foregoing, nothing in this Agreement shall be construed as granting to Licensee or any third party by implication, estoppel, or otherwise, any right, title, or interest in, to, or under any TV patents other than the License regardless of whether such other patents are dominant or subordinate to any patents within the Background IP, beyond the License specifically conveyed herein.

(ii) If Licensee’s Background IP is incorporated into any Developed IP under this Agreement, including, without limitation, any Background IP of Licensee included within the Licensee Branding, Licensee hereby grants to TV, its successors and assigns and affiliates, a perpetual, non-exclusive, royalty-free, sublicensable, transferrable, fully-paid, worldwide license to such of its Background IP to make, have made use, sell, distribute, display, reproduce, offer for sale, import, export any component of, and otherwise dispose of, in TV’s performance of the terms and conditions of this Agreement (the foregoing, the “Licensee License”). If Licensee’s Background IP is likely to be incorporated into any Developed IP under this Agreement, Licensee shall provide, prior to such incorporation, reasonable notice to TV of such Background IP.

9. RIGHTS TO CONTENT; CONFIDENTIALITY; PUBLICITY

(a) The parties hereby acknowledge and agree that TV shall retain full ownership of and title to all portions of the TV Platform and the 6 Levers Framework, including, without limitation, any software, source code, modifications, or developments, during and after the Term hereof. In the event Licensee makes any modification to the 6 Levers Framework, (i) Licensee shall promptly provide a copy, and shall assign all rights in such modifications to TV and execute the applicable instruments and documents to effect said transfer, and (ii) TV shall retain full ownership of and title to such modifications and the modified 6 Levers Framework.

(b) Licensee acknowledges and agrees that the 6 Levers Framework, including all developments and modifications thereto, is provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in the TV Platform or the 6 Levers Framework under this Agreement, or any content contained therein, or other rights thereto other than to use the same in accordance with the License granted, and subject to all terms, conditions, and restrictions under this Agreement. TV (including, without limitation, its licensors and service providers) reserves and shall retain its entire right, title, and interest in and to the TV Platform and the 6 Levers Framework and all intellectual property developments, modifications, and ownership rights arising out of or relating to the same, except as expressly granted to Licensee in this Agreement. Licensee shall use best efforts to safeguard the 6 Levers Framework (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access by third parties. Licensee shall promptly notify TV if Licensee becomes aware of any infringement of TV’s intellectual property and ownership rights in the TV Platform or 6 Levers Framework and fully cooperate with TV in any legal action taken by TV to enforce its intellectual property and ownership rights under the TV Platform or the 6 Levers Framework.

(c) Any derivatives, new version, modifications, discoveries, inventions, improvements, concepts, ideas, and data processing techniques developed by TV in connection with this Agreement, including, without limitation, any developments related to the 6 Levers Framework, shall remain the exclusive property of TV.

(d) Licensee authorizes TV to enter Licensee’s premises, systems, and data bases with five (5) days’ prior written or electronic notice and during regular business hours to inspect and copy pertinent books, records, computers, systems, and data bases to verify Licensee’s compliance with its obligations under this Section 1.

(e) Licensee acknowledges that any breach of its obligations under this Section 1 may cause TV irreparable harm, and that TV may not have an adequate remedy in monetary damages. Accordingly, and notwithstanding nor limiting any other provision of this Agreement, upon a breach of any of Licensee’s obligations under this Section 1, TV shall be entitled to preliminary and permanent injunctive relief, in addition to TV’s other remedies at law or in equity as provided herein, without posting an injunction bond as may be required under applicable law.

(f) “Confidential Information” means TV Background IP, Developed IP, and, any proprietary information, technical data, trade secrets, or know-how of TV, including, but not limited to, research, business plans or models, product plans, products, services, computer software, source code, object code, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, customer lists and customers, markets, finances, processes, or other business information disclosed by TV either directly or indirectly in writing, orally, or by drawings or inspection of facilities, parts, or equipment. Confidential Information is deemed not to include any of the forgoing that (i) was known to Licensee before receipt from TV; (ii) is or becomes publicly available through no fault of Licensee; and (iii) is rightfully received by Licensee from a third party without a duty of confidentiality.

(i) Subject to the Terms of Use, Licensee agrees that it shall not, during the Term and for a period of five (5) years after the expiration or termination of this Agreement, (A) disclose the Confidential Information for any purpose whatsoever other than the performance of this Agreement, or (B) disclose the Confidential Information to any third party, except as otherwise directed in writing by TV. Licensee shall use the same degree of care that it uses to protect its own Confidential Information in order to prevent any unauthorized use or disclosure of the Confidential Information, but no less than a reasonable degree of care. The duty of non-disclosure described in this Section 9(f)(ii) shall not expire with respect to Confidential Information constituting trade secrets of TV.

(ii) Upon delivery of written request by TV, except to the extent such Confidential Information cannot be returned or destroyed (or deleted, in the case of information stored in computer hard drives or cloud solutions), Licensee will promptly return or destroy (or delete) all Confidential Information and all copies thereof. Any destruction of materials shall be confirmed by Licensee by means of a certificate executed by a duly authorized representative of Licensee. Any Confidential Information that cannot be returned or destroyed or deleted shall remain confidential, subject to the terms and conditions of this Agreement.

(iii) If Licensee becomes legally compelled to disclose any portion of the Confidential Information in connection with a lawsuit or similar proceeding, Licensee shall give TV prompt notice of that fact, including in its notice the legal basis for the required disclosure and the nature of the Confidential Information that must be disclosed. Licensee shall cooperate fully with TV in obtaining a protective order or other appropriate protection relating to the disclosure and subsequent use of the Confidential Information. Licensee shall disclose only that portion of the Confidential Information that is legally required to be disclosed.

(g) Unless and until receipt of written consent from the other Party, and except as otherwise provided in this Agreement, neither Party shall refer to this Agreement in any publicity or advertising or otherwise disclose to any third party any of the terms of this Agreement. Notwithstanding the foregoing, neither Party will be prevented from, at any time, furnishing any information to any governmental or regulatory authority, including the United States Securities and Exchange Commission or any other foreign stock exchange regulatory authority, that it is by law, regulation, rule, or other legal process obligated to disclose, so long as the other Party is given advance written notice of such disclosure. Further, TV may disclose the existence of this Agreement and its terms to its representatives, employees, contractors, and other third parties to the extent necessary to perform its obligations and enforce its rights hereunder.

10. USER CONDUCT

Licensee hereby acknowledges and agrees: (i) to keep, and ensure that the Permitted Users will keep, login details and passwords secured at all times, and otherwise comply with the terms of this TOU and the License Agreement; (ii) to remain solely responsible and liable for any breach of this TOU and the License Agreement by a Permitted User; and (iii) to promptly notify TV in writing if Licensee becomes aware of unauthorized access or use of the 6 Levers Framework.

In connection with your access to or use of the 6 Levers Framework, you shall not, and you shall instruct your users, affiliates, contractors, and agents not to, knowingly:

(a) upload, post, email, transmit or otherwise make available any Content that: (i) is illegal; (ii) may not be made available under any law or under contractual or fiduciary relationships (such as confidential or proprietary information learned as part of an employment relationship or under a non-disclosure agreement); (iii) infringes any patent, trademark, trade secret, copyright or other proprietary right of any party; (iv) consists of unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, commercial electronic messages or any other form of solicitation; or (v) contains software viruses or any other code, files or programs designed to interrupt, destroy or limit the functionality of any software or hardware; or (vi) consists of information that you know or have reason to know is false.

(b) impersonate any person or entity, including TV personnel, or falsely state or otherwise misrepresent your affiliation with any person or entity;

(c) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the 6 Levers Framework;

(d) interfere with or disrupt the 6 Levers Framework or servers or networks connected to the 6 Levers Framework;

(e) use spiders, crawlers, robots, scrapers, automated tools or any other similar means to access the 6 Levers Framework, or substantially download, reproduce or archive any portion of the 6 Levers Framework (other than your Content or output from the 6 Levers Framework);

(h) sell, share, transfer, trade, loan or exploit for any commercial purpose access to or functionality of the 6 Levers Framework, including your user account and password; or

(i) violate any applicable local, state, provincial, federal or international law or regulation.

11. FEES; TESTING AND EVALUATION

(b) Licensee will pay the fees listed in the License Agreement, which shall be inclusive of all charges, fees, expenses and taxes (“Fees”). Users added during the middle of a subscription term will be billed a pro-rated amount for access to the 6 Levers Framework through the end of the then current subscription term.

(c) TV shall invoice Licensee for the Fees upon satisfactory delivery of the 6 Levers Framework and any deliverables in accordance with the License. Licensee will pay all undisputed Fees within thirty (30) days after receipt of a properly issued invoice. Payment will be made by Licensee by any of the following means, as determined by Licensee: (i) an electronic payment via an ePayables account established by TV with Licensee’s designated ePayables provider, (ii) an Electronic Funds Transfer, (iii) check or (iv) credit card.

(d) The 6 Levers Framework and any deliverables provided by TV hereunder will be subject to Licensee’s review, evaluation and testing. If Licensee reasonably determines that the 6 Levers Framework or any deliverable does not meet the requirements of this TOU, Licensee shall notify TV specifying its reasons, and TV shall, at no additional cost, correct the 6 Levers Framework or deliverable, as applicable, in order to conform with the acceptance criteria.

12. SUGGESTIONS

If you elect to provide or make available to TV any suggestions, comments, ideas, improvements or other feedback relating to the 6 Levers Framework (“Suggestions”), you hereby grant TV a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer or otherwise grant rights in your Suggestions in any form and any medium (whether now known or later developed), without credit or compensation to you. TV acknowledges and agrees that the Suggestions are provided by Licensee as-is, without warranties of any kind, and any Suggestions used by TV will be used at TV’s sole risk and liability.

13. DEALINGS WITH THIRD-PARTIES

(a) The 6 Levers Framework or users of the 6 Levers Framework may provide links or other connections to other websites or resources. You acknowledge and agree that TV does not endorse and is not responsible for any content, advertising, products, services or other materials on or available through such sites or resources (“External Materials”). External Materials are subject to different terms of use and privacy policies. You are responsible for reviewing and complying with such terms of use and privacy policies. You further acknowledge and agree that TV shall not be liable for any damage or loss resulting from or arising out of use of or reliance on any External Materials.

(b) Your dealings with advertisers and other third parties who market, sell, buy or offer to sell or buy any property or services on the 6 Levers Framework, including payment for and delivery of such goods or services and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the advertiser or other third party. You agree that TV shall not be liable for any damage or loss of any kind incurred as a result of any such dealings.

14. MODIFICATIONS TO THE PLATFORM

TV reserves the right to modify the 6 Levers Framework or any product or service to which it connects, upon reasonable notice, provided that such modification shall not materially diminish the 6 Levers Framework or any material function thereof. TV may at its sole discretion from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the 6 Levers Framework or related services (“Updates”). TV may develop Updates that require installation by you before you continue to access or use the 6 Levers Framework or related services. Updates may also be automatically installed without providing any additional notice to you or receiving any additional consent from you. The manner in which Updates may be automatically downloaded and installed is determined by settings on your device and its operating system.

15. INDEMNIFICATION

(a)You shall indemnify, defend and hold TV and its affiliates, and each of their officers, directors, employees, agents, partners and licensors (collectively, “TV Parties”) harmless from and against any claim, demand, loss, damage, cost, liability and expense, including reasonable attorneys’ fees, resulting from or arising out of a third party claim alleging that (i) Your Content infringes or otherwise violates any intellectual property rights of such party; or (ii) your illegal or fraudulent use, or any such use by your users, affiliates, and contractors, of the 6 Levers Framework.

(b) TV shall indemnify, defend and hold you and your affiliates, and each of your officers, directors, employees, agents, partners and licensors (collectively, “Licensee Parties”) harmless from and against any claim, demand, loss, damage, cost, liability and expense, including reasonable attorneys’ fees, resulting from or arising out of a third party claim alleging that (a) Licensee’s use of the 6 Levers Framework infringes or otherwise violates any intellectual property rights of such party, except to the extent in which Your Content is the source of such infringement or violation; or (b) illegal conduct or fraud by TV, its affiliates or contractors.

16. DISCLAIMER OF WARRANTIES

(a) EXCEPT AS SET FORTH HEREIN, THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TV EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

(b) EXCEPT AS SET FORTH HEREIN, TV MAKES NO WARRANTY OR REPRESENTATION THAT: (i) THE PLATFORM WILL MEET YOUR REQUIREMENTS; (ii) ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) THE INFORMATION, CALCULATIONS AND ANY RESULTS THAT MAY BE OBTAINED FROM ACCESS TO OR USE OF THE PLATFORM WILL BE ACCURATE, RELIABLE, CURRENT OR COMPLETE.

(c) ALL CONTENT MADE AVAILABLE THROUGH THE PLATFORM IS MADE AVAILABLE FOR INFORMATIONAL PURPOSES ONLY. YOU ARE SOLELY RESPONSIBLE FOR CONFIRMING THE ACCURACY AND COMPLETENESS OF ALL INFORMATION BEFORE TAKING OR OMITTING ANY ACTION. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY AND COMPLETENESS OF ALL DATA AND RESULTS SUBMITTED TO OR OBTAINED FROM THE PLATFORM BEFORE TAKING ANY ACTION BASED UPON SUCH DATA OR RESULTS, INCLUDING MAKING ANY PAYMENTS OR COLLECTING ANY AMOUNTS BASED THEREON.

17. LIMITATION OF LIABILITY

(a) EXCEPT FOR INDEMNIFICATION OBLIGATIONS UNDER THIS TOU, FOR A BREACH OF EITHER PARTY’S CONFIDENTIALITY OR INFORMATION SECURITY OBLIGATIONS, OR FOR EITHER PARTY’S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT (COLLECTIVELY, THE EXCLUSIONS”) , NEITHER PARTY SHALL BE LIABLE FOR ANY LOST PROFITS OR COST OF COVER, OR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS, EVEN IF SUCH PARTY HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. EXCEPT WITH RESPECT TO THE EXCLUSIONS, IN NO EVENT SHALL EITHER PARTY’S TOTAL LIABILITY TO THE OTHER PARTY FOR ALL CLAIMS ARISING FROM OR RELATING TO THE TOU OR YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE PLATFORM EXCEED THE GREATER OF FIVE HUNDRED THOUSAND DOLLARS ($500,000) OR THE AMOUNT PAID BY YOU TO TV FOR ACCESS TO THE PLATFORM WITHIN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM AROSE.

(b) CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

18. GOVERNING LAW

The TOU shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to the TOU.

19. DISPUTES

Notwithstanding the terms of this Agreement, any controversy or dispute arising out of or related to this Agreement, or the breach, termination, or validity thereof, must be resolved in accordance with the procedures specified below, which will, in addition to any equitable relief identified herein, be the sole and exclusive initial procedures of the resolution of any such controversy or Dispute (as defined below).

(a) ALL CLAIMS RELATED TO THIS AGREEMENT SHALL BE RESOLVED BY BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT LICENSEE MAY ASSERT CLAIMS IN SMALL CLAIMS COURT (DEFINED FOR THE PURPOSES OF THIS AGREEMENT AS A COURT OF LIMITED JURISDICTION THAT MAY ONLY HEAR CLAIMS NOT EXCEEDING $5,000 OR SUCH LESSER AMOUNT AS IS APPLICABLE) IF LICENSEE’S CLAIMS ARE WITHIN THE COURT’S JURISDICTION. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.

The arbitration shall be conducted by the American Arbitration Association (“AAA”) under its then-applicable Commercial Arbitration Rules or, as appropriate, its Consumer Arbitration Rules. The AAA’s rules may be available at http://www.adr.org/. The arbitrator will, among other things, have the power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of the arbitration agreement or to the arbitrability of any Claims. Payment of all filing, administration, and arbitrator fees shall be governed by the AAA’s rules. The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, Licensee agrees that such hearing shall be conducted in Austin, Texas or, if the Consumer Arbitration Rules apply, another location reasonably convenient to both Parties with due consideration of their ability to travel and other pertinent circumstances, as determined by the arbitrator. The decision of the arbitrator on all matters relating to the Claim shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.

LICENSEE AND TV EACH AGREE THAT ALL CLAIMS RELATED TO THIS AGREEMENT SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION, ARBITRATION, OR OTHER SIMILAR PROCESS AND EXPRESSLY WAIVE ANY RIGHT TO HAVE A CLAIM DETERMINED OR RESOLVED ON A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE BASIS. IF FOR ANY REASON THE PROVISIONS OF THE PRECEDING SENTENCE ARE HELD TO BE INVALID OR UNENFORCEABLE IN A CASE IN WHICH CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE CLAIMS HAVE BEEN ASSERTED, THE PROVISIONS OF THIS SECTION 19 REQUIRING BINDING ARBITRATION SHALL LIKEWISE BE UNENFORCEABLE AND NULL AND VOID. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, LICENSEE AND TV EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN AUSTIN, TEXAS. LICENSEE HEREBY SUBMITS TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVES ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS, OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH CLAIM.

Notwithstanding anything to the contrary, Licensee and TV may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect Licensee’s or its intellectual property rights, whether in aid of, pending, or independently of the resolution of any dispute pursuant to the arbitration procedures set forth in this Section 19.

If TV implements any material change to this Section 19, such change shall not apply to any Claim for which Licensee provided written notice to TV before the implementation of the change.

20. LEGAL COMPLIANCE

You represent and warrant that you are not: (a) located in a country that is subject to a U.S. Government embargo or designated by the U.S. Government as a “terrorist supporting” country; and (b) listed on any U.S. Government list of prohibited or restricted parties, including the Specially Designated Nationals List.

21. U.S. GOVERNMENT ENTITIES

This section applies to access to or use of the 6 Levers Framework by a branch or agency of the United States Government. The 6 Levers Framework includes “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and qualifies as “commercial items” as defined in 48 C.F.R. 2.101. Such items are provided to the United States Government: (a) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (b) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 and 227.7202-3. The United States Government shall acquire only those rights set forth in the TOU with respect to the such items, and any access to or use of the 6 Levers Framework by the United States Government constitutes: (a) agreement by the United States Government that that such items are “commercial computer software” and “commercial computer software documentation” as defined in this section; and (b) acceptance of the rights and obligations herein.

22. NO THIRD-PARTY BENEFICIARIES

You agree that, except for TV Parties, Licensee Parties and as otherwise expressly provided in the TOU, there shall be no third-party beneficiaries to the TOU.

23. REPORTING CLAIMS OF COPYRIGHT INFRINGEMENT

TV takes claims of copyright infringement seriously. TV will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the 6 Levers Framework infringe your copyright, you may request removal of those materials (or access to them) from the 6 Levers Framework by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:

· Your physical or electronic signature.

· Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the 6 Levers Framework, a representative list of such works.

· Identification of the material you believe to be infringing in a sufficiently precise manner to allow TV to locate that material.

· Adequate information by which TV can contact you (including your name, postal address, telephone number, and, if available, email address).

· A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.

· A statement that the information in the written notice is accurate.

· A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated copyright agent to receive DMCA Notices is:

TV DMCA Agent:

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the 6 Levers Framework is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

24. COUNTER NOTIFICATION PROCEDURES

If you believe that material you posted on the 6 Levers Framework was removed or access to it was disabled by mistake or misidentification, you may file a counter notification with TV (a “Counter Notice”) by submitting written notification to our copyright agent designated above. Pursuant to the DMCA, the Counter Notice must include substantially the following:

· Your physical or electronic signature.

· An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.

· Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).

· A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.

· A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the 6 Levers Framework may be found) and that you will accept service from the person (or an agent of that person) who provided the 6 Levers Framework with the complaint at issue.

The DMCA allows TV to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten (10) business days of receiving the copy of your Counter Notice.

Please be aware that if you knowingly materially misrepresent that material or activity on the 6 Levers Framework was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

25. GENERAL PROVISIONS

The TOU (together with the License Agreement) constitutes the entire agreement between you and TV concerning your access to and use of the Website or 6 Levers Framework. It supersedes all prior and contemporaneous oral or written negotiations and agreements between you and TV with respect to such subject matter. In the event of any conflict between or among the TOU and the License Agreement, the terms and conditions of the TOU shall take precedence and govern. The TOU may not be amended by you except in a writing executed by you and an authorized representative of TV. For the purposes of the TOU, the words “such as,” “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation.” You may not assign or delegate any right or obligation under the TOU without the prior written consent of TV. The failure of TV to exercise or enforce any right or provision of the TOU shall not constitute a waiver of such right or provision. If any provision of this TOU is held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of the TOU. Any prevention of or delay in performance by either party hereunder due to labor disputes of third parties, acts of god, pandemics (other than the conditions of COVID-19 as they exist upon the Effective Date), governmental restrictions, enemy or hostile governmental action, fire or other casualty or other causes beyond its reasonable control and which it could not have prevented through the exercise of reasonable care and precautions (“Force Majeure Event”) shall excuse the performance of its obligations for a period equal to the duration of any such prevention or delay. In the event of any litigation between the Parties hereto arising out of or relating to the enforcement of this Agreement, or a Party’s breach thereof, the “prevailing Party” shall be entitled to recover from the other Party, in addition to whatever other remedies such prevailing Party may be entitled, attorneys’ fees, expenses, and costs incurred. As used herein, “prevailing Party” means the Party in whose favor a final judgment, order, or decree is rendered or entered. This Agreement may be executed in counterparts by the Parties and shall become binding and effective when the Parties’ respective and separate counterparts have been exchanged between the Parties.