TrailBlazer Learning Academy, Inc. Terms of Use Policy

TRAILBLAZER CONSULTING, LLC, AND TRAILBLAZER LEARNING ACADEMY

TERMS OF USE AGREEMENT

THE AGREEMENT: This Terms of Use Agreement (hereinafter, “Agreement”) is made by and between TrailBlazer Learning Academy, Inc., a Delaware corporation, hereinafter referred to as “Course Provider,” and you, further defined below, as a Participant in the Course, also defined below.

OWNERSHIP AND LICENSE: TrailBlazer Consulting, LLC, hereinafter referred to as “Licensor,” is the sole owner of all intellectual property in and to the Course, Modules, Lessons, Services, Materials, Templates, Coaching, Assessment Tools (including the TrailBlazer Governance Accelerator™ in each of its versions), and related content made available through the Learning Environment. Licensor has granted Course Provider, under a written intercompany license agreement, the right to market, sell, deliver, and support such intellectual property to Participants. Course Provider does not own the Course or its content and acquires no ownership interest in it by delivering it to you. Licensor is an intended third-party beneficiary of this Agreement and may enforce Articles 4, 5, 6, 13, 24, and 26 directly against any Participant, in its own name, without the joinder of Course Provider.

All parts and sub-parts of this Agreement are specifically incorporated by reference here. This Agreement shall govern the use of all pages and screens in and on the Course (all collectively referred to as “Course”) and any services provided by or on this Course Provider through the Course (“Services” and/or “Coaching”) and/or on the Course Provider’s website (“Website”).

Article 1 – Definitions

A) The Course, Module, Lesson, Coaching, Materials, Templates, Assessment Tools, Website, Learning Environment, Services, and Community referenced in this Agreement shall be defined as follows:

I) Course: Collective term describing Modules, Lessons, and Materials related to a named topic. Course may include one or more Modules and/or individual Lessons.

II) Course Module: Collective term describing Lessons and Materials related to a named topic.

III) Lesson: Online presentation of narrated slides and interactive elements focused on a single topic. Lessons may be included in Course Modules and/or directly in Course.

IV) Services, Materials, Templates: Interactive forms, Templates, tip sheets, checklists, white papers, sample policies, procedures, schedules, matrices, trackers, and other similar items related to the Course, whether provided within a Course or offered separately, and available for download or online use within the Learning Environment. “Templates” means any form, framework, schedule, policy, procedure, tracker, matrix, questionnaire, or document structure provided by the Course Provider in any format, including editable formats, together with any adaptation, completed version, or derivative of any such item. Templates are Materials for all purposes of this Agreement.

V) Coaching: Live video conference with subject matter experts. Coaching sessions will be recorded and available for download or online use within the Learning Environment.

VI) Community: Hosted forum(s) for posting, chat, and similar online social interactions related to Course and related topics.

VII) Website or Learning Environment: The platform providing access to Courses, Lessons, Materials, Assessment Tools, and Community forums.

VIII) Assessment Tools: Any interactive, software-based assessment, diagnostic, navigator, readiness model, or self-evaluation made available by Course Provider, whether free or paid, including without limitation the TrailBlazer Governance Accelerator™ in each of its versions and iterations (including the Contract Management, Information Governance Foundation, and Asset Data Governance versions, and any future domain-specific version), the IG Navigator, and any successor or renamed tool. Assessment Tools include the question sets, question sequencing and branching logic, scoring and weighting models, recommendation and playbook language, report formats, and underlying data structures. The following terms apply to Assessment Tools: “Assessment Inputs” means the answers, selections, documents, and organizational information a Participant enters into an Assessment Tool; “Assessment Results” means the scores, findings, playbooks, recommendations, reports, and other output generated by an Assessment Tool from Assessment Inputs; and “Client Profile” means the organization-level information (such as organization name, industry, jurisdictions, regulated status, and systems in use) that is entered once and shared across versions of an Assessment Tool.

B) The parties referenced in this Agreement shall be defined as follows:

I) Course Provider: TrailBlazer Learning Academy, Inc., a Delaware corporation, as the operator, coach, and publisher of the Course and related Website, Materials, and Learning Environment under license from Licensor, is responsible for providing the Course to Participants. TrailBlazer Learning Academy and TrailBlazer Academy will refer to the Course Provider.

II) Licensor: TrailBlazer Consulting, LLC, a Delaware limited liability company, as the creator and owner of the Course and all Company IP (defined in Article 6), and as the licensor of such Company IP to Course Provider. TrailBlazer Consulting will refer to the Licensor.

III) TrailBlazer, Company, us, we, our, ours: TrailBlazer, Company, and other first-person pronouns will refer to Course Provider and, wherever the context concerns ownership, licensing, protection, or enforcement of Company IP, to Licensor as well, together with, if applicable, the employees and affiliates of each.

IV) Participant, User, Member, Learner, you: Participant as a User of the Course and of the Website, Materials, and Learning Environment is responsible for participation and use of the Course, Website, Materials, and Learning Environment in accordance with the standards of this Agreement and with common business usage. Participant, User, Member, Learner, you, yours and other second person pronouns will refer to the Participant. Participant is identified by a unique Participant Identifier (Participant ID) which may not be shared or transferred to a different individual.

V) Parties: Collectively, the parties to this Agreement (Course Provider and Participant) will be referred to as Parties. Licensor is not a Party but is an intended third-party beneficiary as stated in the preamble.

C) The Course details are as noted in the purchase receipt.

I) Course Start Date: The Course begins on completion of purchase and user registration or when a particular Lesson or other Course element becomes available (i.e., on publication).

II) Course End Date: N/A. Participants in good standing retain access to the Course as long as the Course is supported and available in the Learning Environment. Course Provider retains the right to remove Courses, Lessons, and other Course elements without notice.

Article 2 – Assent & Acceptance

By accessing, using, purchasing, or participating in the Course, the Website, or any Assessment Tool, including any free Assessment Tool, you warrant that you have read and reviewed this Agreement and that you agree to be bound by it. Course Provider agrees to provide the Course to you only if you assent to this Agreement.

In the event that purchase was made in error, Participant has 24 hours to inform Course Provider of the error and request a refund. No refunds are available more than 24 hours after purchase.

Article 3 – Age Restriction

You must be at least 18 (eighteen) years of age to use this Website, participate in the Course or access any Services or Materials within the Course, Website, or Learning Environment. By participating in the Course, you represent and warrant that you are at least 18 years of age and are able to agree legally to this Agreement. Course Provider assumes no responsibility or liability for any misrepresentation of your age.

Article 4 – License to Use Website & Access Course Materials

We may provide you with certain information, Materials, or Services as a result of your accessing the Course through the Website. Such information may include, but is not limited to, documentation, data, or information developed by us and other materials which may assist in your participation in the Course. Subject to this Agreement, Course Provider grants Participant a nonexclusive, limited, non-transferable, non-sublicensable, and revocable license to access Services and Materials solely in connection with your participation in the Course and your use of the Website. Use of Services and Materials is limited to the stated purpose: Participant learning and application of lessons learned for the benefit of the Participant organization. This license remains in effect as long as the Participant remains in good standing and the Course continues to be available.

The license granted in this Article is personal to the Participant and the Participant organization. It does not include, and the Participant is expressly prohibited from exercising, any right to sell, resell, license, sublicense, rent, lease, lend, distribute, publish, or otherwise transfer the Services, Materials, or Templates, in whole or in part, to any third party, whether for a fee or without charge; or to use the Services, Materials, or Templates in the course of providing consulting, advisory, training, or other services to any third party for compensation. Any such right may be obtained only under a separate written license agreement executed by an authorized officer of Licensor, TrailBlazer Consulting, LLC, and upon payment of the applicable license fee. Course Provider has no authority to grant, and this Agreement shall not be construed as granting, any such right.

Course content may be updated at any time at the discretion of the Course Owner.

Terms of this Agreement are subject to change at the discretion of the Course Owner.

Article 5 – Course Terms

After purchasing the Course, the Participant may begin the Course as soon as it is available, as indicated on the Website when the purchase is made. Participant may continue to access Course Services and Materials as long as the Participant remains in good standing.

Course may be sold as individual Lessons, as Modules containing multiple Lessons, or as full Course containing multiple Modules and Lessons. These Terms of Use apply to Course, Modules, and Lessons regardless of purchase details.

At the completion of the Course, you will receive a certificate evidencing your participation in and completion of the Course.

The Course and its accompanying Materials and Templates may not be shared with, sold to, or otherwise provided to any third party. If we suspect that the Course, Materials, or Templates are being shared and/or that you have shared your log-in information with any party, we reserve the right to immediately terminate your access to the Course, in our sole and exclusive discretion.

We do not offer any promises or guarantees with regard to our Course or Course Materials. You hereby acknowledge and agree:

A) You are solely and exclusively responsible for the choices that you make with regard to the use of the Course or related Services and Materials, or any significant changes to your business or life;

B) You are solely and exclusively responsible for your own mental health, physical health, business decisions, and any other actions or inaction you choose to take;

C) We are not liable for any result or non-result or any consequences which may come about due to your participation in the Course;

D) This Course does not constitute a therapeutic relationship or a medical one. We do not provide therapy or medical services, and you are responsible for procuring these services at your own will and discretion if needed.

E) Coaching sessions are always recorded and your acceptance of these terms and conditions means you consent to being recorded.

Article 6 – Intellectual Property

You agree that the Course, Modules, Lessons, Services, Materials, Templates, Assessment Tools, Downloads, Website, Learning Environment, Coaching, Community, and any other related Course elements provided through the Course Provider are the property of Licensor, TrailBlazer Consulting, LLC, including all copyrights, trademarks, trade secrets, patents, and other intellectual property (collectively, Company IP), and are made available to you by Course Provider solely under license from Licensor. You agree that Licensor owns all rights, title, and interest in and to Company IP, that Course Provider holds a license to market, sell, and deliver Company IP to Participants, and that you will not use Company IP for any unlawful or infringing purpose. You agree not to reproduce, distribute, sell, resell, license, sublicense, rent, lease, or otherwise transfer the Company IP in any way not specifically outlined in the Course, including electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs), without express written permission from Licensor.

Article 7 – Content You Post

Through your participation in the Course and your use of the Website, you may be permitted to post materials to the Course pages and other parts of the Website including the Community Forum(s) (collectively, User Contributions). You hereby grant Course Provider a royalty-free, non-exclusive, worldwide license to copy, display, use, broadcast, transmit, and make derivative works of User Contributions you post. The Course Provider claims no further proprietary rights in your User Contributions.

Assessment Inputs, Assessment Results, and Client Profile information are not User Contributions. They are governed exclusively by Article 26, and the license granted in this Article does not apply to them.

You also agree to comply with the “Acceptable Use” provision of this Agreement for all User Contributions that you post, including and especially to not violate the intellectual property rights of any third party through your User Contributions.

If you feel that any of your intellectual property rights have been infringed or otherwise violated by the posting of information or media by another of our users, please contact us immediately.

Article 8 – Your Obligations

A) Account. To access and use the platform, you must subscribe to TrailBlazer Learning Academy and register for a TrailBlazer Learning Academy account. To complete Account registration, you must provide us with your full legal name, business address, phone number, and a valid email address (your Primary Email Address), and any other information requested. TrailBlazer may reject a subscription for an Account, cancel an existing Account, for any reason, at our sole discretion.

TrailBlazer may terminate your Account and delete any Content or other data contained in it if there has been no account activity (such as a log-in event) for over 12 months. However, we will attempt to warn you by email before terminating your Account to allow you to log in to your Account so that it remains active. This inactivity provision does not apply to Assessment Results or Client Profile information, which are retained as stated in Article 26(F).

In a dispute regarding Account ownership, TrailBlazer reserves the right to request documentation to determine or confirm Account ownership. Documentation may include, without limitation, a scanned copy of government-issued photo ID, the last four digits of the credit card on file, etc. TrailBlazer retains the right to determine, in our sole judgement, rightful Account ownership and to transfer an Account to the rightful owner. If we cannot reasonably determine the rightful Account owner, we reserve the right to deactivate an Account until the dispute is resolved.

B) Registration. As a Participant in the Course, you will be asked to register with us. When you do so, you will choose a unique Participant ID and password. You may also be asked to provide personal information, including, but not limited to, your name. You are responsible for ensuring the accuracy of this information. Your unique Participant ID will enable you to participate in the Course. You must not share your Participant ID with any third party, and if you discover that your Participant ID has been compromised, you agree to notify us immediately. You are responsible for maintaining the safety and security of your Participant ID and password as well as keeping us apprised of any changes, compromises, or concerns.

C) Payment. You are required to provide accurate, complete, and valid payment and billing information to complete purchase of the Course and related Services and Materials. Payment and billing information may include, but is not limited to, credit card, billing address and other payment information. Providing false or inaccurate information or using the Course or the Website to further fraud or unlawful activity is grounds for immediate termination of this Agreement.

D) Obligations. Participants agree to comply with all terms and conditions outlined in this Agreement. Participants further agree to maintain common business practices including civility, respect of others’ viewpoints and intellectual property, and act without fraud or misrepresentation. Threats of violence, exposure, exploitation, and other similar statements or actions will not be tolerated and will result in suspension or termination of Participant access to Course and Website.

Article 9 – Payment & Fees

Participants must pay the required fee, as noted on the Website and documented in the purchase receipt, to access Course, Services, Materials, Downloads, Website, and Community. All fees are non-refundable. Failure to complete payment may result in restriction or termination of access.

Course may be purchased as Lessons, Modules, or Full Course.

Payment plans are available for the payment of the Course Fees. Such payment plans are structured as follows:

Option 1: Pay in full.

Option 2: Divide into equal payments, billed monthly (select number of payments on Website at purchase).

• Total purchase under $1000, eligible for two equal payments
• Total purchase over $1000 and under $5000, eligible for three equal payments
• Total purchase over $5000, eligible for up to 12 equal payments

Payment is required to access Course or Coaching.

Participants maintain access to the Website and Community after Course completion.

Article 10 – Acceptable Use

You agree not to use the Course or the Website for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Course or the Website in any way that could damage the Course, Website, Services, or general business of the Course Provider.

A) You further agree not to use the Course or the Website:

I) To harass, abuse, or threaten others or otherwise violate any person’s legal rights;

II) To violate any intellectual property rights of the Course Provider or any third party;

III) To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;

IV) To perpetrate any fraud;

V) To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;

VI) To publish or distribute any obscene or defamatory material;

VII) To publish or distribute any material that incites violence, hate, or discrimination toward any group;

VIII) To unlawfully gather or expose information about others.

Article 11 – Affiliate Marketing & Advertising

We may engage in affiliate marketing whereby we receive a commission on or percentage of the sale of goods or services on or through the Course and/or Website. We may also accept advertising and sponsorships from commercial businesses or receive other forms of advertising compensation. This disclosure is intended to comply with the U.S. Federal Trade Commission Rules on marketing and advertising, as well as any other legal requirements which may apply.

Article 12 – Limitation on Liability

The Course, Website, Services, Materials, and Coaching (collectively, the Course) are provided for informational purposes only. The Participant acknowledges and agrees that nothing in the Course, Website, Services, Materials, or Coaching is intended as legal advice, medical advice, or financial advice. Participation in the Course does not constitute or establish a fiduciary relationship between you and the Course Provider. You further agree that your participation in the Course is at your own risk. We do not assume responsibility or liability for any damage resulting to you or your organization from your application of the lessons, advice, or other information provided in the Course, Website, Services, Material, or Coaching; or from any actions you take or fail to take following your participation in the Course.

Assessment Results are a point-in-time readiness indication based solely on the Assessment Inputs you provide. They are not a guarantee of implementation success, regulatory compliance, audit outcome, data quality, or fitness of any software product for your organization, and they do not replace a professional engagement in which Course Provider or Licensor examines your records, systems, and contracts directly. Course Provider and Licensor do not verify Assessment Inputs, and Assessment Results are only as accurate as the Assessment Inputs on which they are based.

Article 13 – Reverse Engineering & Security

You agree not to undertake any of the following actions:

A) Reverse engineer or attempt to reverse engineer or disassemble any code or software from or on the Course or Website;

B) Violate the security of the Course or Website through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network;

C) Extract, copy, scrape, download, or record, by manual or automated means, the question sets, sequencing, branching logic, scoring or weighting models, or recommendation language of any Assessment Tool, or reconstruct or attempt to reconstruct any of them from Assessment Results;

D) Use any Assessment Tool, or any Assessment Results, to develop, train, fine-tune, benchmark, or improve any software, model, artificial intelligence system, assessment, methodology, or service that competes with or substitutes for any Assessment Tool or any service offered by Course Provider or Licensor; or

E) Enter Assessment Tool content or Assessment Results into any third-party artificial intelligence or machine-learning system for any purpose other than Participant’s own internal use of Assessment Results as permitted by Article 26.

Article 14 – Data Loss

TrailBlazer Learning Academy, Inc., and TrailBlazer Consulting, LLC, leverage commercial platforms including Go Daddy™, Kajabi®, Stripe™, WordPress™, Lovable, and Supabase, to host parts of the Course, Services, Materials, Assessment Tools, Coaching, Website, and payment processing. Backup and security of content is provided by these commercial platforms in accordance with standard terms and conditions and subject to internet and web-based commerce standards. Participant agrees that participation in the Course or use of the Website is at your own risk.

Article 15 – Indemnification

You agree to defend and indemnify the Course Provider and any of our affiliates (if applicable) and hold us harmless against any and all legal claims and demands, including reasonable attorney’s fees, which may arise from or relate to your participation in the Course, your use or misuse of the Website, your breach of this Agreement, or your conduct or actions. You agree that we shall be able to select our own legal counsel and may participate in our own defense, if we wish.

Article 16 – Spam Policy

You are strictly prohibited from using Course for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.

Article 17 – Modification & Variation

We may, from time to time and at any time without notice to you, modify this Agreement. You agree that we have the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Website and that modifications or variations will replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement.

To the extent any part or sub-part of this Agreement is held ineffective or invalid by any court of law, you agree that the remainder of the Agreement remains in effect and that any prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent possible.

Article 18 – Entire Agreement

This Agreement constitutes the entire understanding between the Parties with respect to the Course. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral.

Article 19 – Service Interruptions

We may need to interrupt your access to the Course to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access to the Course and/or Website may be affected by unanticipated or unscheduled downtime, for any reason, but that we shall have no liability for any damage or loss caused as a result of such downtime.

Article 20 – Offers and Discounts

1. Eligibility: From time to time the Course Provider may provide an offer, discount, or promotion. These items are open to all who are interested in the Course.
2. Duration: The deadline is the deadline and cannot be extended.
3. Limitations: Only one promotional item can be applied to a Lesson, Module, Course or other purchase. Offers, discounts, and promotions are not transferable.
4. Modifications and Termination: The Course Provider has the right to change, cancel, or revoke an offer, discount, or promotion at any time.

Article 21 – Chargeback Prevention

All payments are final, and you must contact the Course Provider directly about any disputes before initiating a chargeback. Refunds are not offered after the first 24 hours.

1. Unauthorized chargebacks, those filed without prior communication, may result in account suspension and/or legal action.
2. Chargebacks may incur additional fees, and repeated disputes could lead to termination of access.
3. Please send an email to support@trailblazerlearningacademy.com before you initiate a chargeback.

Article 22 – Termination & Suspension

The Course Owner reserves the right to remove any Participant deemed unreasonable, disruptive, or in violation of these terms without refund.

Article 23 – Third-Party Services

TrailBlazer Learning Academy, Inc., and TrailBlazer Consulting, LLC, leverage commercial platforms including Go Daddy™, Kajabi®, Stripe™, WordPress™, Lovable, and Supabase to host parts of the Course, Services, Materials, Assessment Tools, Downloads, Coaching, Website, and payment processing. Backup and security of content is provided by these commercial platforms in accordance with their standard terms and conditions and subject to internet and web-based commerce standards.

See Go Daddy™ Trust Center, Kajabi® Terms and Policies, Stripe™ Privacy Policy, Lovable Terms and Privacy Policy, Supabase Terms and Privacy Policy, and WordPress™ Terms of Use and WordPress™ (Automattic) Privacy Policy for more information.

Article 24 – Non-Compete, Resale, and Commercial Use Restrictions

Licensor, TrailBlazer Consulting, LLC, owns all rights, title, and interest in and to the Course, Services, Materials, Templates, Coaching, Website, and Learning Environment (collectively, Company IP), and Course Provider makes Company IP available to you solely under license from Licensor. You agree that you will not use Company IP for any unlawful or infringing purpose. You agree not to reproduce or distribute Company IP in any way not specifically outlined in the Course, including electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs), without express written permission from Licensor.

A) Prohibited Conduct. Specifically, Participant is prohibited from:

• Copying Course content, Services, Materials, Templates, or other Course elements;
• Recreating or repurposing Course content, Materials, or Templates;
• Selling, reselling, licensing, sublicensing, renting, leasing, lending, or otherwise transferring Course content, Materials, or Templates, in whole or in part, to any third party, whether for a fee or without charge;
• Incorporating Course content, Materials, or Templates, or any adaptation of them, into any product, service, deliverable, publication, or training offered or provided to any third party;
• Using Course content, Materials, or Templates in the course of providing consulting, advisory, training, implementation, or other services to any third party for compensation;
• Enabling, assisting, or permitting any third party to do any of the foregoing;
• Using unique methods and strategies contained in the Course content for purposes other than the stated purpose: Participant learning and application of lessons learned to Participant organization; or
• Using Assessment Tools or Assessment Results to develop, train, or improve any competing assessment, software, model, or methodology, or reselling access to any Assessment Tool or offering it as part of a service to third parties;
• Using Course content, Materials, Templates, Assessment Tools, or Assessment Results for commercial purposes of any kind.

B) Third-Party Recipients. Participant is responsible for ensuring that no third party obtains access to Course content, Materials, or Templates through Participant, whether by sharing of credentials, forwarding of files, or otherwise. If Participant becomes aware that any third party has obtained or is using Course content, Materials, or Templates in violation of this Agreement, Participant shall notify Course Provider and Licensor in writing within five (5) business days.

C) License Fee for Unauthorized Commercial Use. Participant acknowledges that Licensor licenses its Materials and Templates for commercial use only under separate written agreement and for a fee. Any sale, resale, sublicense, distribution, incorporation into third-party deliverables, or other commercial use of Course content, Materials, or Templates that is not authorized under a separate written license agreement with Licensor shall obligate the Participant, and any person or entity acting through, on behalf of, or in concert with the Participant, to pay Licensor’s then-current commercial license fee for each copy, engagement, client, or end user involved, due to Licensor within thirty (30) days of written demand by Licensor or Course Provider. This obligation is in addition to, and not in substitution for, any other remedy available to Licensor or Course Provider at law or in equity, including injunctive relief, disgorgement of profits, and recovery of statutory damages and attorney’s fees under applicable copyright law. Participant acknowledges that unauthorized commercial use of Company IP would cause Licensor and Course Provider irreparable harm for which monetary damages alone would be inadequate.

D) Reservation of Rights. Company IP is protected by United States and international copyright, trademark, and trade secret law. Licensor reserves all rights against any person or entity, whether or not a Participant, who copies, sells, resells, distributes, or otherwise commercially exploits Company IP without a written license from Licensor. The absence of a contractual relationship with Licensor or Course Provider shall not be construed as a license or as consent to any such use. All rights not expressly granted in this Agreement are reserved to Licensor.

Article 25 – General Provisions

A) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.

B) JURISDICTION, VENUE & CHOICE OF LAW: Through your participation in the Course and your use of the Website, you agree that the laws of the State of Delaware shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between you, the organization you belong to, and us, with the exception of its conflict of law provisions. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the state and federal courts of the following county: New Castle. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non conveniens or similar doctrine.

C) ARBITRATION: In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the following county: New Castle in the State of Delaware. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of the following state: Delaware. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by Course Provider or Licensor, including claims arising under Articles 13, 24, and 26, will not be subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.

D) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by you. Should this Agreement, or the rights granted hereunder, be assigned, sold, leased or otherwise transferred by Course Provider, the rights and liabilities of Course Provider will bind and inure to any assignees, administrators, successors, and executors.

E) SEVERABILITY: If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.

F) NO WAIVER: In the event that we fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part.

G) HEADINGS FOR CONVENIENCE ONLY: Headings of parts and sub-parts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.

H) NO AGENCY, PARTNERSHIP OR JOINT VENTURE: No agency, partnership, or joint venture has been created between the Parties, or between Participant and Licensor, as a result of this Agreement. No Party has any authority to bind the other, or Licensor, to third parties. The relationship between Course Provider and Licensor is that of licensee and licensor under a separate written agreement, and nothing in this Agreement confers on Participant any rights under that agreement.

I) FORCE MAJEURE: We are not liable for any failure to perform due to causes beyond our reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.

J) ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including e-mail or fax. For any questions or concerns, please email us at the following address: support@trailblazerlearningacademy.com.

Article 26 – Assessment Tools and the TrailBlazer Governance Accelerator™

This Article governs your access to and use of Assessment Tools, Assessment Inputs, Assessment Results, and Client Profile information. Where this Article conflicts with any other Article as applied to Assessment Tools, this Article controls.

A) Ownership. Licensor owns the Assessment Tools in their entirety, including all versions and iterations, the question sets, sequencing and branching logic, scoring and weighting models, recommendation and playbook language, report formats, and the methodology and know-how embodied in them, all of which constitute Company IP and the trade secrets of Licensor. TrailBlazer Governance Accelerator™ and Governance Accelerator™ are trademarks of Licensor. No ownership interest in any Assessment Tool passes to you under this Agreement, and no implied license arises from your access to any Assessment Tool or from the delivery of Assessment Results.

B) License to Use Assessment Tools. Subject to this Agreement and payment of any applicable fee, Course Provider grants Participant a nonexclusive, limited, non-transferable, non-sublicensable, and revocable license to access and use the Assessment Tools through the Learning Environment solely to assess the Participant organization’s own readiness and governance posture. Free Assessment Tools are licensed on the same terms. The license does not include the right to use any Assessment Tool to assess any organization other than the Participant organization, to offer assessment services to any third party, or to access the Assessment Tools by any means other than the interface Course Provider provides.

C) Organizational Accounts and Authorized Users. Assessment Tools are licensed to the Participant organization identified in the Client Profile. The Participant who registers is responsible for identifying the organization accurately and for every individual who accesses the Assessment Tools under that organization’s Client Profile (each, an Authorized User). Authorized Users must be employees or engaged contractors of the Participant organization, must each hold their own Participant ID, and are bound by this Agreement. The Client Profile is shared across all versions of the Assessment Tools so that organization-level information need not be re-entered, and sharing among Authorized Users of the same organization is not a breach of Article 5 or Article 8. Access by any person outside the Participant organization, including a parent, affiliate, or subsidiary that has not purchased its own access, requires a separate purchase or written permission from Course Provider.

D) Assessment Inputs. As between you and Course Provider, you own your Assessment Inputs and Client Profile information. You grant Course Provider and Licensor a nonexclusive, worldwide license to store, process, and use Assessment Inputs and Client Profile information (i) to generate and deliver Assessment Results, (ii) to operate, secure, support, and maintain the Assessment Tools, (iii) to provide any complimentary practitioner review you request, and (iv) in aggregated and de-identified form that does not identify you or the Participant organization, to analyze, benchmark, improve, and develop the Assessment Tools and related methodology. Course Provider and Licensor will treat Assessment Inputs and Client Profile information as confidential, will not publish, sell, or disclose them to any third party in identifiable form except (a) to service providers that host or support the Assessment Tools under obligations of confidentiality, (b) to Licensor and to affiliates of Course Provider or Licensor for the purposes stated in this Article, (c) to a prospective or actual acquirer, successor, or assignee, and its advisers, in connection with a sale, merger, consolidation, change in control, transfer of assets, reorganization, or liquidation of Course Provider, Licensor, or the Assessment Tools, subject to obligations of confidentiality and to the successor’s continued observance of this Article, or (d) as required by law, and will not use them to market to any third party. Assessment Inputs and Client Profile information are also subject to the TrailBlazer Privacy Policy published on the Website, which is incorporated by reference; where that Policy and this Article differ as to Assessment Inputs, this Article controls. You represent that you have the right to enter all Assessment Inputs and that they do not violate any law, contract, or third-party right.

E) Assessment Results. Course Provider grants Participant a perpetual, nonexclusive, non-transferable license to use, reproduce, and distribute Assessment Results within the Participant organization for the Participant organization’s own internal governance, planning, budgeting, and implementation purposes, including sharing Assessment Results with the Participant organization’s board, executives, auditors, legal counsel, and software vendors under evaluation. Assessment Results incorporate Company IP, including recommendation and playbook language, scoring models, and methodology, and Licensor retains ownership of all such Company IP within the Assessment Results. Participant shall not remove any proprietary notice or trademark from Assessment Results, shall not publish Assessment Results or make them publicly available, shall not provide Assessment Results to any consulting firm, software vendor, or other party for the purpose of replicating the Assessment Tools or the methodology, and shall not use Assessment Results for any purpose prohibited by Article 13 or Article 24.

F) Retention of Results and Client Profile. Course Provider will retain Assessment Results and Client Profile information for the life of the Participant’s Account, regardless of inactivity, so that Participant may return to prior results and complete additional versions of the Assessment Tools without re-entering organization-level information. Retention is subject to Article 19 (Service Interruptions), Article 22 (Termination and Suspension), Course Provider’s right under Article 1(C)(II) to remove Assessment Tools from the Learning Environment, and any written request from Participant to delete its Assessment Inputs, Assessment Results, or Client Profile. Course Provider may modify this retention period under Article 17 and will give Participants reasonable notice by email before any reduction takes effect. Participant is responsible for downloading and preserving its own copies of Assessment Results.

G) Complimentary Practitioner Review. Course Provider may, at its discretion, offer a complimentary review of Assessment Results with a TrailBlazer practitioner. Such a review is not Coaching as defined in Article 1, is not recorded unless Course Provider states otherwise at the time, is provided for informational purposes only under Article 12, and creates no engagement, fiduciary, or advisory relationship. Any further services are subject to a separate written engagement agreement.

H) Fees, Versions, and Availability. Fees for Assessment Tools are as stated on the Website at the time of purchase and are subject to Article 9 and Article 21. Purchase of one version of an Assessment Tool does not include access to any other version. Course Provider may release new versions, modify questions, scoring, or recommendations, or retire any version at any time, and Assessment Results generated under a prior version remain subject to this Agreement.

I) Remedies. Any breach of this Article, of Article 13(C) through (E), or of Article 24 as applied to Assessment Tools or Assessment Results is an unauthorized commercial use for purposes of Article 24(C) and is subject to the license fee and other remedies stated there. Participant acknowledges that the Assessment Tools embody trade secrets of Licensor, that breach of this Article would cause irreparable harm, and that Licensor and Course Provider are each entitled to injunctive relief without the posting of a bond, in addition to any other remedy.