LEAGUEMINDER END USER SUBCRIPTION AGREEMENT

IMPORTANT NOTICE TO SUBSCRIBER

PLEASE READ CAREFULLY. PLEASE SCROLL TO THE BOTTOM TO APPROVE THIS END USER SUBSCRIPTION AGREEMENT. BY CLICKING “I AGREE” BELOW, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS END USER SUBSCRIPTION AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU WILL NOT BE GIVEN ACCESS TO THE SUBSCRIPTION SERVICES OR WEBSITE.

This LeagueMinder End User Subscription Agreement (“EUSA”), in conjunction with the LeagueMinder Privacy Policy, available on the www.LeagueMinder.com web site (“Privacy Policy”), states the terms and conditions under which Vantage Learning USA, LLC (“Vantage”) makes its LeagueMinder software (“LeagueMinder”), which includes computer software (“Software”) and may include related media, printed materials and "on-line" or electronic documentation and related services (“Subscription Services”), available on the www.LeagueMinder.com web site (“Website”) to the school or other athletic organizations registering for the Subscription Services (“Registering Entity”) or certain permitted individuals consisting of current Athletic Directors, Coaches, Assistant Coaches (“Permitted End Users”), registered by another for this Software (collectively “Subscriber”, “Subscribers” or “You”). This EUSA and the Privacy Policy is applicable to all Subscribers whether they have paid directly for the Subscription Services or have access and use of Subscription Services that has been paid for by a third party.

1. SUBSCRIPTION RIGHTS

LeagueMinder is licensed on a software-as-a-service basis through subscription, it is never sold. The terms and conditions for access to and use of the Subscription Services include and protect any related documentation or materials that may be distributed to you or to which you may gain access as a Subscriber. Your access to and use of Subscription Services is authorized exclusively by Vantage at its sole discretion and is further contingent upon your appropriate use as determined by Vantage alone of the LeagueMinder Subscription Service. For further details, check with the entity with which you are associated or employed and which may have purchased Subscription Services for your use.

1.1. Subscription

Upon your acceptance as an Subscriber, Vantage grants to you a non-exclusive, non-transferable, limited authority to access and use Subscription Services on a subscription basis by use of a special username and password ("entry key") to be issued by Vantage and that shall be used only for purposes consistent with this EUSA such as the planning, coordinating and conducting athletic events, managing of team rosters, and related services on the Website and other pedagogic or other business nature and objectives for which Subscription Services were developed and procured. The entry key is Vantage confidential information as defined within this EUSA and should not be used for any purpose inconsistent with the terms and conditions of this EUSA or the technology itself. A subscription does not grant you any rights to use Vantage proprietary interfaces and other intellectual property in the design, development, manufacture, licensing or distribution of third party products, applications, devices, materials and accessories for use with LeagueMinder or other Vantage technologies. You may not share or otherwise divulge the entry key assigned to you to any other person other than the Permitted End Users. Doing so will invalidate your subscription and may subject you to civil penalties. This Subscription will terminate at the end of the service term shown on the Vantage Master Services Agreement Purchase Order you received after subscription (receipt), subscription agreement or contract between you or the entity with which you are associated or employed (if not purchased individually) and Vantage. In all cases, you must hold a valid subscription and a specifically assigned entry key in order to access and use Subscription Services. Only valid Subscribers have authority to access and use Services exclusively for authorized uses. A Subscriber may use the Subscription Services only for the time period for which subscription has been authorized by Vantage. Any attempt to use an entry key, transfer use of Services or actual use of Subscription Services by anyone other than the valid Subscriber or Permitted End User shall constitute a breach of this EUSA. Domestic and Foreign Intellectual Property statutes, treaties, conventions, protocols and agreements, including copyright laws (collectively "Intellectual Property law") protect the Subscription Services or Software and the Website. As a Subscriber, you acknowledge, assent to and agree to abide by all Intellectual Property law pertaining to and protecting the Subscriber Services and Software. Your Subscription is not effective until accepted by Vantage. Upon acceptance Vantage shall grant you limited authority to access and use LeagueMinder on a limited subscription basis, i.e. only valid Subscribers have authority to access and use the service. LeagueMinder is intended exclusively for the personal use of each individual Subscriber and Permitted End User. Sharing of subscription details, including username and password is strictly prohibited and shall be immediate cause for cancellation of service without notice.

1.2. Restrictions on Subscription Rights

Subscriber acknowledges that the components of the Subscription Services and Software are subject to copyrights and other proprietary rights owned by Vantage and its licensors. Subscriber is prohibited from copying, duplicating, or permitting anyone else to copy or duplicate the Subscription Services or Software or any module or other portion thereof. Subscriber is further prohibited from (a) using the Subscription Services or Software to process any data other than Subscriber's data ("Subscriber Data") related to the planning, coordinating and conducting of athletic events and management of team rosters, for athletic organizations; and (b) from modifying, adapting, or creating derivative works based on the Subscription Services or Software.

1.3. Access Procedures

Subscriber shall be assigned a unique user name and password to use in order to gain access to the Subscription Services or Software from the Website. Subscriber shall also have the opportunity to change such passwords from time to time in accordance with Subscriber's own internal security policies. Subscriber acknowledges and agrees that Subscriber shall be responsible for maintaining the confidentiality of its user name and password, and Subscriber shall be liable for any consequences that may result from their disclosure, including but not limited to any resulting use of the Software and access to and integrity of the data that can be accessed using the Subscription Services or Software.

1.4. LeagueMinder Computing Environment

Subscriber acknowledges that the Subscription Services or Software resides in the Vantage’s computing environment, which comprises both servers and telecommunications services, and that certain uses of the capabilities offered by the Subscription Services or Software may render the Subscription Services or Software inaccessible or may impair the performance of the Vantage’s computing environment for Subscriber and/or Vantage’s other subscribers. Accordingly, Subscriber hereby covenants and agrees that it shall comply in all respects with any Acceptable Use Policy of Section 1.5. In the event of any deviation by Subscriber from the Acceptable Use Policy, Vantage shall so notify Subscriber and Subscriber shall be obligated to put an immediate stop to such deviation. In the event of Subscriber's failure to put an immediate stop to such deviation, Vantage reserves the right to terminate Subscriber's access to the Subscription Services or Software.

1.5 Acceptable Use Policy

In addition to the general reasons set forth above, Vantage may terminate these Master Terms and any or all Exhibits, immediately by written notice if Company: i. Breaches any Vantage’s Products/Services license(s); ii. Breaches Confidential Information of these EUSA Terms; iii. Infringes or challenges the validity of any Vantage copyright or Vantage Trademark. iv. Subscriber posts inappropriate or commercial materials on the website.

2. IMPLEMENTATION AND MAINTENANCE

2.1. Hardware

Subscriber shall be responsible for the procurement and installation of all applicable hardware and software necessary to access the Subscription Services or Software and for maintaining all communications interfaces between Subscriber's computer systems and the Subscription Services or Software.

2.2. Modifications to Services and Terms and Conditions of Use.

Vantage may at any time make modifications, changes, revisions, maintenance updates, enhancements and alterations to services or to this EUSA, without prior notice. Subscribers are responsible for regularly reviewing this EUSA. Your continued use of Services following any modifications, changes, revisions, maintenance updates, enhancements, and alterations shall constitute your acceptance of each modification, change, alteration and the like.

2.3. Maintenance

Vantage shall provide preventive maintenance for the Subscription Services or Software in accordance with its normal maintenance schedules and procedures, as modified from time to time during the term hereof. Subscriber acknowledges that the Subscription Services or Software and Website may be inaccessible during such maintenance procedures. VANTAGE ASSUMES NO RESPONSIBILITY FOR LOSS OR DAMAGE RESULTING FROM ANY INTERRUPTION OR SUSPENSION OF ACCESS TO THE SUBSCRIPTION SERVICES OR SOFTWARE FOR ANY REASON.

3. VANTAGE’S RIGHT TO LIMITED ACCESS

3.1. Software; Website

Vantage reserves the right to deal with and contract with whom it desires at its sole discretion. Access to and use of Subscription Services is a privilege granted exclusively by Vantage as Subscription Grantor. At its sole discretion, Vantage may monitor, cancel or limit your access to and use of Services without notice of any kind. Potential subscribers are subject to contractually-valid acceptance criteria established by Vantage. The use of the Subscription Services is limited to non-commercial, educational or valid business purposes only as agreed between Vantage and Subscriber; you may access and use the Subscription Services or Software on a subscription or individual subscription basis depending upon how Services were purchased or procured. The components of the Subscription Services or Software and Website are subject to copyrights and other proprietary rights of Vantage and its licensors. All rights, title and interest in and to the Subscription Services or Software, the Website and any and all modifications to the foregoing which are prepared by or for Vantage shall not pass to Subscriber, but shall remain with Vantage and its licensors. Vantage shall be the sole owner of all inventions, discoveries, improvements, or enhancements relating to the Subscription Services or Software (including without limitation any work of authorship that constitutes a “derivative work” of the Subscription Services or Software within the meaning of the definition set forth in Section 101 of the U.S. Copyright Act), whether in written or unwritten form, that are developed by Vantage.

3.2. Unauthorized Use

Subscriber agrees to notify Vantage immediately of the unauthorized possession, use, or knowledge of any component of the Subscription Services or Software to which Subscriber is given access under this EUSA and of other information made available to Subscriber under this EUSA, by any person or organization not authorized by this Agreement to have such possession, use or knowledge. Subscriber will promptly furnish full details of such possession, use or knowledge to Vantage, will assist in preventing the recurrence of such possession, use or knowledge, and will cooperate with Vantage in any litigation against third parties deemed necessary by Vantage to protect its proprietary rights. Subscriber's compliance with this Section shall not be construed in any way as a waiver of any right by Vantage to recover damages or obtain other relief against Subscriber for any act or omission which may have resulted in the unauthorized possession, use or disclosure. Subscriber shall not cause any part of the Application in any way to be decompiled, disassembled or reverse engineered, reverse compiled or re-implemented nor shall any attempt to do so be undertaken or permitted. Subscriber agrees not to modify nor create a derivative of any part of the Subscription Services, underlying software application or components thereof nor remove, edit, copy, or modify any product identification, copyright or other notices. Intentional attempts to trick, deceive, mislead, fool or otherwise circumvent the legitimate purposes for which LeagueMinder has been purchased, including false purposefully designed schedules, athlete data, or similar data calculated to test, reveal or expose underlying technology or other product functionality ("false submission") shall be considered a breach of this subscription agreement and shall be cause for immediate cancellation of subscription without refund or reimbursement of any kind. Subscriber agrees not to modify nor create a derivative of any part of LeagueMinder, remove any product identification, copyright or other notices, create or aid in the creation of false submissions.

3.3. Subscriber Data.

Subscriber shall own all Subscriber Data received by Vantage as part of the Subscription Services or Software. Vantage shall have no duty to preserve any Subscriber Data and will incur no liability for the accidental or intentional destruction of any or all Subscriber Data at any time.

3.4 Privacy and COPPA Compliance.

Children Under the Age of 13. Websites and/or online applications and services that are collecting information from children under the age of 13 are required to comply with Federal Trade Commission (FTC) Children's Online Privacy Protection Act (COPPA). Subscriber shall not submit, and shall ensure that its Account Users shall not submit, any information from children under the age of 13. Vantage does not knowingly collect personal information from children under 13. If Subscriber believes Vantage might have any information from or about a child under 13, please contact Vantage at: info@alphacility.com or by mail at the following address: Vantage Learning, 6805 Route. 202, New hope, PA 18938 Attn: Operations. If Vantage learns it has collected or received personal information for a child under 13 without verification of parental consent, Vantage shall delete such information.

3.5 Privacy and COPPA Compliance.

Vantage neither owns nor ultimately exercises direct control over any student information provided by a school or district in connection with the LeagueMinder application. The information provided is simply and exclusively to ensure that students gain access to and are able to use LeagueMinder successfully. All student information provided to Vantage remains absolutely confidential at all times. Vantage does not use, transmit or disseminate any student information for any purpose other than to effectuate and fulfill its responsibilities and obligations to the individual schools or districts. To the extent that any student information is transferred to Vantage by electronic or other means, Vantage works in tandem with the schools, districts or campuses to provide students, teachers and administrators with access to and use of LeagueMinder. Generally, only very limited details about a student are provided to Vantage - most times, only the student’s name, gender and grade level. This information is used solely for the purpose of ‘loading’ the student’s information onto Vantage’s secure internal database in order to set up a username and password for LeagueMinder use. In addition, an authorized teacher or school official may also directly ‘enter’ a particular student’s information into LeagueMinder in order for that particular student to be assigned a username and password for authorized LeagueMinder use. Vantage does not request, cull or collect information about any student that is not directly provided by a school or district. All information requested by or sent to Vantage is used exclusively for LeagueMinder purposes as part of Vantage’s contractual responsibilities. All information transmitted to Vantage from a school district or individual school is done so, in the best estimation and judgment of that school or district, for purposes of fulfilling a legitimate educational interest under FERPA. In compliance with FERPA, access to a particular student’s information, progress and reports is limited only to those teachers and school administrators that have a legitimate education-related need to know and review that particular student’s (or group of students) records to fulfill his or her professional responsibility whether as an educator directly affiliated with the school or district, or an authorized institution. Each school or district bears exclusive responsibility for and is deemed to exercise ultimate policy and decision-making authority over any and all aspects or associated undertakings connected with the use of LeagueMinder not specifically delegated and assigned in writing to Vantage. Any further questions and concerns should be referred to your district counsel.

4. CONFIDENTIAL INFORMATION

In connection with this EUSA, Subscriber and its employees, agents and contractors may have access to private and confidential information owned or controlled by Vantage relating to the Subscription Services or Software, the Website, and related equipment, apparatus, programs, software, specifications, drawings, pricing and other data. All such information acquired by Subscriber under this EUSA through its employees or agents shall be and remain Vantage’s exclusive property, and the Subscriber shall keep, and shall obligate its employees, agents and contractors to keep, any and all such information confidential and shall not copy or disclose it to others without the owner's prior written approval, and shall return all tangible copies of such information to the Vantage promptly upon request. Nothing herein shall limit either party's use or dissemination of information not actually derived from the other Party or information which has been or subsequently is made public by the owner or with the owner's consent. For purposes of this EUSA, confidential information shall include: the entry key used exclusively by a single assigned end-user and all materials or documentation relating to or used in conjunction with the Service. Subscribers shall not use, disclose or otherwise disseminate to any other person or entity any Confidential Information or any copy or summary of any Confidential Information. Subscribers shall not remove or duplicate any Confidential Information or participate in any way in the removal or duplication of any Confidential Information without Vantage's prior written consent specifically to do the same. In the event that any Party or its representatives is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any information supplied to such Party in the course of its dealings with the other Party or its representative, it is agreed that such Party will provide prompt notice of such request or requirement to Vantage so that Vantage may seek an appropriate protective order and/or by mutual agreement waive compliance with any contrary provisions of this EUSA. Upon the termination of this Agreement, at Vantage's discretion, subscribers shall destroy or return promptly to Vantage: (i) all copies thereof made; and (ii) all portions of all compilations, studies, notes, analyses and memoranda prepared in connection with the examination thereof or derived therefrom that contain or reflect any Confidential Information. Upon request of Vantage, Subscribers shall provide Vantage with a sworn verification as to the return or destruction of such Confidential Information.

5. WARRANTY DISCLAIMER

VANTAGE DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SUBSCRIPTION SERVICES, SOFTWARE, OR WEBSITE, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OF THE SUBSCRIPTION SERVICES, SOFTWARE, OR WEBSITE FOR A PARTICULAR PURPOSE, DATA ACCURACY, QUIET ENJOYMENT AND NONINFRINGEMENT. VANTAGE DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICES, SOFTWARE, OR WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE DATA OR OTHER RESULTS GENERATED BY THE SUBSCRIPTION SERVICES, SOFTWARE, OR WEBSITE WILL BE ACCURATE OR COMPLETE. IT IS THE RESPONSIBILITY OF SUBSCRIBER TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ALL DATA AND RESULTS GENERATED THROUGH THE USE OF THE SERVICES, SOFTWARE, OR WEBSITE. VANTAGE WARRANTS TO SUBSCRIBER THAT SUBSCRIPTION SERVICES WILL PERFORM SUBSTANTIALLY IN ACCORDANCE WITH CURRENT FUNCTIONAL DOCUMENTATION. VANTAGE PROVIDES NO WARRANTY THAT THE USE OF SUBSCRIPTION SERVICES, SOFTWARE OR WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE. VANTAGE'S TOTAL LIABILITY WITH RESPECT TO THIS WARRANTY AND SUBSCRIBER'S SOLE REMEDY FOR BREACH OF THIS WARRANTY SHALL BE LIMITED TO REUSE OF SUBSCRIPTION SERVICES AT NO ADDITIONAL CHARGE TO SUBSCRIBER. NO OTHER WARRANTIES, EXPRESS OR IMPLIED, SHALL APPLY, INCLUDING, BUT NOT LIMITED TO, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. IN NO EVENT, HOWEVER, SHALL VANTAGE BE LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICE. THE ABOVE IS A LIMITED WARRANTY AND IS THE ONLY WARRANTY MADE BY VANTAGE. VANTAGE MAKES AND SUBSCRIBER RECEIVES NO OTHER WARRANTY EXPRESS OR IMPLIED. THERE ARE EXPRESSLY EXCLUDED ALL WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS OTHERWISE SET FORTH ABOVE, THE STATED EXPRESS WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF VANTAGE FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE DELIVERY, USE OR PERFORMANCE OF ANY SUBSCRIPTION SERVICES OR INTELLECTUAL PROPERTY PROVIDED TO SUBSCRIBER BY VANTAGE. LIABILITY UNDER NO CIRCUMSTANCES SHALL VANTAGE'S LIABILITY TO THE SUBSCRIBER HEREUNDER INCLUDE, NOR SHALL VANTAGE BE LIABLE FOR, ANY CLAIM OR DEMAND AGAINST VANTAGE BY A THIRD PARTY, EXCEPT AS SPECIFIED IN ABOVE, OR FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR PRODUCTS OR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, TORT OR COVER DAMAGES HOWEVER CAUSED, INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM NEGLIGENCE OR FROM DELAY OF DELIVERY OR FROM LOSS OF DATA, BUSINESS OR GOODWILL, WHETHER OR NOT SUBSCRIBER HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

6. TERM AND TERMINATION

6.1. Initial Term; Renewal

The term of this EUSA shall commence upon the date of acceptance of the terms and conditions of this EUSA and shall remain in effect for a period of either a one (1) year or two years’ time period depending on your initial selection (“Initial Term”), unless sooner terminated in accordance with Section 7.2. Following the expiration of its Initial Term, this EUSA shall be automatically renewed for subsequent one (1) year terms unless Subscriber gives written notice to the Vantage, not less than sixty (60) days prior to the expiration of any term, of its intention not to renew. Vantage may terminate all service provided under the terms of this EUSA without cause upon 90 days written notice. Without prejudice to any other rights, we may terminate this subscription if Subscriber breaches or fails to comply with any term or condition of this Agreement or associated collateral agreement. In such event, Subscriber shall immediately cease and desist from further use of any materials or documentation connected with Services and shall destroy and/or return, within the exclusive option of Vantage, all related or connected documentation or materials. Upon request of Vantage, terminated Subscribers must provide a written statement acknowledging discontinued use of Services and documentation. Upon request of Vantage, terminated subscribers shall provide Vantage with a sworn verification as to subscriber's discontinued use of Services and return or destruction of such related documentation or materials.

6.2. Termination

In addition to the termination rights of Section 6.1, above, this EUSA and the subscription rights granted hereunder may be terminated by either Party in the event that the other Party has not performed any material obligation or has otherwise breached any material term of this Agreement upon the expiration of thirty (30) days (or any longer cure period authorized by the non-breaching Party with respect to any individual breach) after receipt of written notice thereof if the breach or nonperformance has not then been cured. In addition, Vantage reserves the right to terminate or suspend Subscriber's access to the Software or the Website immediately; in the event that Vantage believes your actions may expose Vantage to legal liability.

6.3. Subsequent Obligations

Subscriber's access codes for the Subscription Services or Software shall be terminated on the effective date of any termination or expiration of this Agreement, and Subscriber and its authorized users shall thereupon have no further ability to access or use the Subscription Services or Software or any data Subscriber may have stored in the LeagueMinder computing environment. If requested at the time of termination in writing to preserve Subscriber Data, Vantage shall use commercially reasonable efforts to retain all data Subscriber has stored in the LeagueMinder computing environment for a period of thirty (30) days after the effective date of any termination or expiration of this EUSA, and so long as Subscriber has paid all amounts due to Vantage. Vantage shall during such thirty (30) day period provide a copy of such data that's available to Vantage, in the form and format of Vantage’s choosing, to Subscriber at Subscriber's request and upfront payment expense.

7. GENERAL TERMS

This EUSA, and any and all claims that may arise in connection with the Software and any related services, will be governed by the laws of the Commonwealth of Pennsylvania. Neither this EUSA nor any rights granted hereby may be assigned by Subscriber without the prior written consent of Vantage. If any provision of this EUSA shall be held to be invalid, illegal or unenforceable for any reason, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

7.1 Relationship of Parties

Vantage and Subscriber will be and shall act as independent contractors, and neither Party is authorized to act as an agent or partner of, or joint venturer with, the other Party for any purpose. Neither Party by virtue of this EUSA shall have any right, power, or authority to act or create any obligation, express or implied, on behalf of the other Party. Notwithstanding anything to the contrary in this Section 8.1, in the event that (a) Subscriber or any Permitted End User attempts or threatens to use, copy, subscription, or convey any part of the Subscription Services or Software supplied by Vantage hereunder in a manner contrary to the terms of this EUSA, or (b) either Party attempts or threatens to violate its obligations under Section 4, the aggrieved Party shall have, in addition to any other remedies available to it, the right to injunctive relief. Each Party hereby acknowledges that other remedies at law are inadequate in the circumstances set forth herein. Neither Party shall be liable for any damages or penalty for any delay in performance of, or failure to perform, any obligation hereunder or for failure to give the other Party prior notice thereof when such delay or failure is due to the elements, acts of God, delays in transportation, delays or nonperformance by third party vendors or other causes beyond that party's reasonable control. No express or implied waiver by either Party of any event of default hereunder shall in any way be, or be construed as, a waiver of any future or subsequent event of default.

7.2 Survival of Terms

The respective rights and obligations of the Parties that would be reasonably expected to survive the termination of this EUSA, shall continue in effect after the termination of this EUSA. Subscriber agrees to be bound by Vantage's privacy policy, terms of use or other policies governing the use of the Software or the Website, which policies are hereby incorporated into this EUSA by this reference, as such may be posted on the Website from time to time.

7.3 Entire Agreement

This EUSA constitutes the entire understanding between Vantage and the Subscriber with respect to the subject matter hereof and supersedes any prior agreements, understandings, negotiations or offers between them. Any modification or amendment of the terms of this EUSA shall not be binding upon Vantage unless such amendment or modification is in a written form signed by an authorized representative of Vantage.

8. INTERNATIONAL SERVICES

Subscription Services or Software provided to clients outside the United States of America are fulfilled by Vantage OnDemand (INTL), Limited, the international distributor for all such services.

10. EXPORT CONTROLS

You shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control ("OFAC"), or other United States or foreign agency or authority, and not to export, or allow the export or re-export of the Software in violation of any such restrictions, laws or regulations. By downloading or using the Software, You are agreeing to the foregoing and You are representing and warranting that You are not located in, under the control of, or a national or resident of any restricted country or on any such list.

11. ASSIGNMENT

This Agreement and the subscription granted hereunder may not be assigned, licensed, transferred or otherwise alienated by Subscriber to any other party other than Permitted End Users.

12. SIGNATURE

To acknowledge that you agree to be bound by the terms and conditions of this Agreement, click "I Agree." To indicate that you do not agree to be bound by the terms and conditions of this Agreement, click "I Do Not Agree" and do not attempt to use or access the Software. AS EVIDENCED, AS THE CASE MAY BE, BY MY SIGNATURE HEREON OR BY MY ELECTRONIC ACCEPTANCE IN LIEU OF MY SIGNATURE, I CONFIRM THAT I HAVE RECEIVED, REVIEWED, AND ACCEPTED THE APPLICABLE END USER SUBSCRIPTION AGREEMENT TOGETHER WITH APPLICABLE SCHEDULES AND EXHIBITS ASSOCIATED WITH THE SERVICES REQUESTED HEREIN. I FURTHERMORE REPRESENT THAT I HAVE AUTHORITY TO BIND MY ORGANIZATION (CLIENT) TO ALL OF THE TERMS AND CONDITIONS OF THIS EUSA, INCLUDING RELEVANT END USER SUBSCRIPTION AGREEMENTS, SCHEDULES, EXHIBITS, AND ATTACHMENTS. ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY VANTAGE.