THIS BLIND SPOT ASSESSMENT SUBSCRIBER LICENSE AGREEMENT ("Agreement") is made effective as of your Account Registration date, whether a free trial or paid account (“Effective Date”) by and between BSG Assessments LLC, providing the services of its personnel and team (collectively, “BSGA”) and you as the account subscriber (“LICENSEE”). BSGA and/or LICENSEE may each be referred to herein as “Party” or collectively as the "Parties."

WHEREAS BSGA holds rights to certify and/or license others to utilize the Blind Spot Assessments and ancillary materials ((collectively, “RESOURCES”);

WHEREAS LICENSEE wishes to be so licensed;

THEREFORE, BSGA and LICENSEE agree as follows:

NON-EXCLUSIVE LICENSE. Upon the terms and conditions set forth in this Agreement, BSGA grants to LICENSEE, and LICENSEE accepts, a non-exclusive, non-transferable limited license to utilize RESOURCES as part of their service offerings. BSGA reserves all other rights in and to the RESOURCES.

TERM: All subscriptions and this Agreement are for a one-year term, whether paid monthly or annually. Licensees in good standing may renew automatically based on the respective payment plan.

RESOURCES: Each account is provided a Resources section. The Resources are the sole intellectual property of BSG Assessments, LLC unless otherwise stated in the resource. BSG Assessments, LLC reserves all rights in the materials provided in Resources.

USE OF RESOURCES: Subscribers in good standing may use the resources as they choose provided the Resources are not modified in any fashion without the express written permission of BSG Assessments, LLC or as outlined in Resource Modifications below.

RESOURCE MODIFICATIONS:  BSGA continues to wholly own all copyrights, trademarks and other proprietary rights in and to the RESOURCES. Further, LICENSEE agrees that all material generated by it that incorporates or otherwise includes the RESOURCES, the BSGA brands, trademark and name are works made for hire within the meaning of the United States Copyright Act of 1976, 17 U.S.C. § 101 et seq, and will be owned in their entirety exclusively by BSGA. LICENSEE agrees to sign and cause to be signed by any of its employees who participate in the creation of any such material any additional documents proposed by BSGA to confirm BSGA’s sole and exclusive ownership of all copyrights, trademarks and other proprietary rights in and to such material. If a determination is ever made that any such material does not qualify as a “work made for hire,” then such material and all rights therein, including all copyrights, are hereby deemed to be and are irrevocably assigned and transferred to BSGA forever.
LICENSEE warrants that neither it nor any of its employees/enlists will:

(a) Remove or modify any RESOURCES or any notice of BSGA’s proprietary rights, including without limitation logos and copyright and trademark notices;

(b) Assign or transfer this Agreement or attempt to give an interest in the RESOURCES to any individual or entity, except as expressly provided in this Agreement;

(c) Create new products or programs that are derived from the RESOURCES without written permission and approval;

(d) Engage in any practices that may be detrimental to BSGA or to the RESOURCES;

(e) Use any of BSGA’s logos or the BSGA name in any manner likely to cause confusion therewith in any portion of LICENSEE’s own products, services, trade names or trademarks; or

(f) Promote the RESOURCES in any way that implies that such is LICENSEE’s own proprietary products. LICENSEE acknowledges and agrees that all promotional materials used in conjunction with the BSGA RESOURCES must be submitted in advance to BSGA for review and approval.

LICENSEE DUTIES. LICENSEE must:

(a) Utilize the RESOURCES to the best of his/her ability;

(b) Protect the BSGA brands, including without limitation BSGA’s trademarks, as well as the RESOURCES and other intellectual property provided to LICENSEE by BSGA by using them only in the manner instructed by BSGA;

(c) Always comply with all applicable laws and regulations, as well as governmental rules, policies and guidelines when utilizing the RESOURCES;

GOOD WILL. LICENSEE recognizes the great value of the publicity and good will associated with the RESOURCES and acknowledges: (a) such good will is exclusively BSGA’s; and (b) that the RESOURCES is distinctive as BSGA’s proprietary RESOURCES in the minds of consumers. LICENSEE further acknowledges that a breach by LICENSEE of any of its covenants, agreements or undertakings in this Agreement will cause BSGA irreparable damage, which cannot be readily remedied in monetary damages, and may, in addition thereto, constitute an infringement of BSGA’s copyrights, trademarks and/or other proprietary rights in and to the RESOURCES.

NO GUARANTEES; DISCLAIMERS. LICENSEE acknowledges and agrees that, while BSGA has in good faith accurately represented the RESOURCES and its potential, LICENSEE’s ultimate success depends upon his/her personal effort, motivation, commitment, and follow-through. BSGA cannot predict and does not guarantee that LICENSEE will attain particular results, and LICENSEE acknowledges and agrees that results differ for everyone, depending upon his or her unique background, dedication, desire, motivation, actions, and numerous other factors. LICENSEE ACKNOWLEDGES AND AGREES THAT ALL OTHER WARRANTIES, EXPRESS OR IMPLIED ARE DISCLAIMED BY BSGA AND WAIVED BY LICENSEE.

CONFIDENTIALITY. LICENSEE and BSGA may have access to certain proprietary information, intellectual property and/or trade secrets of each other, as well as other certification candidates (collectively, the “Confidential Information”). We agree that the terms of this Agreement are part of the Confidential Information. Neither of us will, either during or after the Term of this Agreement, use, disclose or otherwise permit any person or entity access to any of the Confidential Information of the other (or other certification candidates), except as required or anticipated in the performance of our obligations hereunder. We each understand that we are not allowed to sell, license or otherwise exploit any products or services that embody in whole or in part any Confidential Information of the other (or other certification candidates), except as expressly set forth in this Agreement.

MUTUAL WARRANTIES. Each Party hereby represents and warrants to the other Party, with the intention that the other rely thereon in entering into this Agreement, that:

(a) In connection with performing its obligations hereunder, it will not knowingly violate any applicable laws or regulations of any jurisdiction;

(b) It has full power and authority to execute and deliver this Agreement and to perform the transactions contemplated hereby; and

(c) The execution and performance by it of this Agreement does not and will not violate or conflict with or result in a breach of any of the terms, conditions, duties or obligations to which it is bound to any third party.

TERMINATION.

(a) BSGA’s Immediate Right of Termination. BSGA has the right to immediately terminate this Agreement on written notice if LICENSEE violates any of Sections 3, 4 (a) through (d), or 5 (a) through (f) of this Agreement.

(b) Right to Terminate on Notice. BSGA may terminate this Agreement effective on thirty (30) days’ prior written notice to LICENSEE under any of the following circumstances, if LICENSEE fails to cure the default to the reasonable satisfaction of BSGA within the thirty (30) days:

(i) LICENSEE makes any assignment for the benefit of creditors, file a voluntary petition in bankruptcy, are adjudicated bankrupt or insolvent or have any receiver or trustee in bankruptcy or insolvency appointed; or

(ii) LICENSEE commits a material breach of any other provision of this Agreement, which is not cured within thirty (30) days after receipt of notice from BSGA.

EFFECT OF TERMINATION. Upon termination of this Agreement, if any, LICENSEE shall:

(a) Immediately stop marketing and presentation of the RESOURCES;

(b) Immediately stop use of the BSGA trademark and name; and

(c) Destroy and/or delete from LICENSEE’s digital files all Program materials.

LIMITATION OF DAMAGES. NEITHER LICENSEE NOR BSGA WILL BE LIABLE FOR ANY LOST PROFITS, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT, AND REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE OR WHETHER SUCH DAMAGES ARE REASONABLY FORESEEABLE.

NOTICES. Any notice hereunder shall be in writing and shall be effective upon delivery personally or by courier or when transmitted via email, or five (5) business days following deposit in the United States mail, postage prepaid, registered or certified, and addressed as follows:

To BSGA:

Blind Spots LLC
ATTN: Kevin McCarthy
7272 E. Indian School Road, Suite 540
Scottsdale, AZ 85251
Email: support @ blindspots.com

TO LICENSEE:

Termination or suspension of Licensee's account login will be deemed notice.

ASSIGNMENT AND SUBCONTRACTING. LICENSEE cannot assign any right or interest under this Agreement without the prior written consent of BSGA.

WAIVER. No waiver of any term or condition of this Agreement will be construed as a waiver of any other term or condition, nor will any waiver of any default under this Agreement be construed as a waiver of any subsequent default.

SURVIVAL OF PROVISIONS. LICENSEE’s and BSGA’s warranties, representations and indemnification obligations shall survive the termination of this Agreement.

SEVERABILITY. If any part of this Agreement, is found to be invalid or unenforceable, such determination shall not affect the validity or enforcement of any other provision this Agreement.

GOVERNING LAW; VENUE. THIS AGREEMENT AND THE LEGAL RELATIONSHIP BETWEEN THE PARTIES HERETO WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH ARIZONA LAW. LICENSEE AND BSGA AGREE THAT ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR A BREACH HEREOF, WHICH CANNOT BE SETTLED AMICABLY BETWEEN THE PARTIES, WILL BE LITIGATED ONLY IN THE APPROPRIATE COURTS OF MARICOPA COUNTY, ARIZONA.

ENTIRE AGREEMENT. This Agreement contains the entire understanding between LICENSEE and BSGA, and all prior or contemporaneous promises, representations, agreements or understandings are expressly merged herein and superseded. This Agreement may not be modified, amended or revoked except as set forth herein and in writing, signed by both LICENSEE and BSGA.