Terms of Use for Post Road Consulting School/Online Academy/COURSES

1. Terms

By accessing this School, you are agreeing to be bound by these Terms of Use, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this School are protected by applicable copyright and trademark law.

2. Use License

  1. Permission is granted to temporarily download one copy of any downloadable materials on the School’s website for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:
      1. modify or copy the materials;
      2. use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
      3. attempt to decompile or reverse engineer any software contained on the School’s web site;
      4. remove any copyright or other proprietary notations from the materials; or
      5. transfer the materials to another person or 'mirror' the materials on any other server.
  2. This license shall automatically terminate if you violate any of these restrictions and may be terminated by Company at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.
  3. This license is for one person only and may not be shared.

3. Disclaimer

The materials on the School’s website are provided 'as is'. The School makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, the School does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its website or otherwise relating to such materials or on any sites linked to this site.

4. Limitations

In no event shall the School be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption) arising out of the use or inability to use the materials on the School’s website, even if the School or an authorized of the School has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.

5. Revisions and Errata

The materials appearing on the School’s website may include technical, typographical, or photographic errors. The School does not warrant that any of the materials on its web site are accurate, complete, or current. The School may make changes to the materials contained on its web site at any time without notice. The School does not, however, make any commitment to update the materials.

6. Links

The School has not reviewed all of the sites linked to its website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by the School of the site. Use of any such linked website is at the user's own risk.

7. Site Terms of Use Modifications

The School may revise these Terms of Use for its website at any time without notice. By using this website you are agreeing to be bound by the then current version of these Terms of Use.

8. Governing Law

Any claim relating to the School’s website shall be governed by the laws of the School Owner’s home jurisdiction without regard to its conflict of law provisions.

SERVICES AGREEMENT (FOR PRC SERVICES ONLY: NOT COURSES)

As part of the social media marketing Services (“Services”) provided by Post Road Consulting LLC, a Connecticut limited liability company (“POST ROAD”) and described on POST ROAD’s website, POST ROAD will provide you the Services to which you subscribed, including but not limited to the establishment and maintenance of your social media and other online pages such as Facebook®, Twitter®, LinkedIn®, Google®, Amazon Author Pages, and YouTube® and the posting of content to those pages, which content shall either (1) be generated by you or copied by POST ROAD from your website, your social media pages, or other sources, materials or publications which you will identify to POST ROAD in writing or by e-mail from time to time (“User Generated Content”) or (2) be generated by POST ROAD or copied from sources in the public domain (“POST ROAD Generated Content”). Your subscription for, or use of, the Services shall be deemed to be your agreement to abide by this Agreement including any materials available on the POST ROAD website incorporated by reference herein, including but not limited to POST ROAD's privacy policy. For reference, a “Definitions” section is included at the end of this Agreement and incorporated by reference herein.

1. Privacy & Security; Disclosure

POST ROAD's privacy policy may be viewed at http://www.postroadconsulting.com.

2. Service Warranty

POST ROAD shall use its reasonable best efforts to provide all Services in strict accordance with this Agreement and with a high degree of care, skill, diligence, professional knowledge, judgment, and expertise according to sound work practices and accepted professional and industry standards, in a well-managed, organized, and efficient manner. There can be no guarantee that you will be satisfied with the results of POST ROAD’s performance, or that any particular results will be achieved by you, even if communicated to POST ROAD. If you are dissatisfied with POST ROAD’s performance under this Agreement, your sole remedy is to terminate this Agreement in accordance with the provisions hereof. The warranty provided above is the exclusive warranty given by POST ROAD and supersedes any prior, contrary or additional representations, whether oral or written. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

3. Intellectual Property Warranty

You hereby represent and warrant to POST ROAD, its licensors and their respective members, officers, directors, shareholders, affiliates, employees and agents that (a) the User Generated Content shall not infringe the Intellectual Property Rights of any other person or entity, and (b) the User Generated Content shall not contain any “Prohibited Content” as defined in this Agreement. You hereby indemnify and hold harmless POST ROAD, its licensors and their respective members, officers, directors, shareholders, affiliates, employees and agents from and against any loss, claim, damage, liability, cost or expense whatsoever that any of them may incur arising out of or in connection with your breach of the foregoing warranty.

4. Your Responsibilities

You are responsible for all User Generated Content and all activity occurring on your website, blogs and social media accounts, and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Services, together with any and all applicable rules and regulations of any and all social media platforms on which User Generated Content or POST ROAD Generated Content shall appear, including but not limited to those related to copyright infringement, defamation, right of publicity, data privacy, obscenity, international communications and the transmission of technical or personal data. You shall notify POST ROAD immediately and use reasonable efforts to stop immediately any publication of User Generated Content on your website, blogs and social media accounts upon learning that such User Generated Content violates any applicable law, rule or regulation or this Agreement.

You are responsible for a timely reply to work that is written for you. POST ROAD expects content feedback within 10 business days. Please notify POST ROAD if illness or other issues impacts your ability to reply or respond. If you don't reply or respond within three (3) months, POST ROAD may consider the program or project abandoned by you. In that case, you will forfeit your initial payment. (You can expect a reminder email from POST ROAD) Additionally, if your project drags along past six (6) months due to your slow replies and responses, POST ROAD may deem it necessary to reprice the project when you eventually return for the completion of the work.

5. Use by POST ROAD of User Generated Content; Rights of Either Party to Other Party’s Content

POST ROAD shall have free, unrestricted and unlimited access to all of your User Generated Content for the purposes of providing the Services, and you hereby irrevocably and unconditionally grant POST ROAD your permission and license to use any and all User Generated Content on your social media pages in any manner POST ROAD deems reasonable or appropriate under this Agreement. Your prior approval will not be required for any posting of User Generated Content under this Agreement. If you do not want POST ROAD to post any specific User Generated Content under this Agreement, you must identify such User Generated Content to POST ROAD in writing on or before the Effective Date. POST ROAD may, but shall not be required to, communicate with your authorized representative(s) about specific postings of User Generated Content under this Agreement.

POST ROAD does not own and does not have any intellectual property rights in or to any User Generated Content. You, not POST ROAD, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all User Generated Content, and POST ROAD shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any User Generated Content. POST ROAD reserves the right to withhold, remove and/or discard User Generated Content without notice for any breach of this Agreement, including, without limitation, your non-payment of fees for the Services. Upon termination for cause, POST ROAD’s right to access or use User Generated Content immediately ceases, and POST ROAD shall have no obligation to maintain or forward any User Generated Content.

You have the non-exclusive, limited, non-transferable right and license to use any POST ROAD Generated Content on your social media pages for as long as this Agreement is in effect. POST ROAD shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all POST ROAD Generated Content, and you will not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any POST ROAD Generated Content. POST ROAD reserves the right to withhold, remove and/or discard POST ROAD Generated Content without notice for any breach of this Agreement, including, without limitation, your non-payment of fees for the Services. Upon termination for cause, your right to access or use POST ROAD Generated Content immediately ceases, and you will have no obligation to maintain or forward any POST ROAD Generated Content.

6. Intellectual Property Ownership

POST ROAD alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights to the Services, any and all POST ROAD Generated Content, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Services. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Services, the POST ROAD Generated Content or any and all intellectual property and moral rights relating thereto. The POST ROAD name, the POST ROAD logo, and the product names associated with the Services are trademarks of POST ROAD or third parties, and no right or license is granted to use them.

Ownership of Program Materials. All intellectual property and ownership rights of any kind (such as copyright throughout the world and moral rights) to the Program and all materials, PowerPoint slides and other documents used in the Program (the “Materials”) shall remain with PRC at all times. Client and Program attendees shall have the right to retain and use the Materials provided as handouts for their own purposes following the Program, but shall not be allowed to copy, reproduce, transfer or otherwise repurpose the Materials at any time. PRC has no obligation to keep the Materials up to date following the Program.

7. Charges and Payment of Fees

You shall pay all fees or charges to your account in accordance with the order or subscription form which outlines fees, charges, and billing terms that are in effect at the time a fee or charge is due and payable. Payments may be made annually, semi-annually, monthly, or quarterly, consistent with the Initial Term, or as otherwise mutually agreed upon. You must provide POST ROAD with valid credit or debit card, EFT or approved purchase order information as a condition to signing up for the Services. POST ROAD reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.

8. Billing ,and Cancellation

POST ROAD charges and collects in advance for use of the Services. POST ROAD will automatically renew and bill your credit or debit card or EFT account or issue an invoice to you (a) every month for monthly licenses, (b) every quarter for quarterly licenses, (c) each year on the subsequent anniversary for annual licenses, or (d) as otherwise mutually agreed upon.. Fees for services other than the Services will be charged on an as-quoted basis. POST ROAD's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on POST ROAD's income.

You agree to provide POST ROAD with complete and accurate credit or debit card, EFT information, billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, POST ROAD reserves the right to terminate your access to the Services in addition to any other legal remedies. If you believe your bill or credit card debit is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.YOU AGREE THAT YOU WILL NOT CHARGEBACK ANY AMOUNTS CHARGED TO YOUR CREDIT OR DEBIT CARD FOR SERVICES RENDERED UNDER THIS AGREEMENT. IF YOU CHARGEBACK A CREDIT OR DEBIT CARD FOR A PAYMENT INITIATED BY POST ROAD UNDER THIS AGREEMENT, YOU AGREE THAT POST ROAD MAY RECOVER THE AMOUNT OF THE CHARGEBACK IN ADDITION TO ONE HUNDRED DOLLARS ($100.00) BY ANY MEANS DEEMED NECESSARY, INCLUDING BUT NOT LIMITED TO RECHARGING YOUR CREDIT OR DEBIT CARD OR HAVING THE AMOUNT RECOVERED BY A COLLECTION AGENCY.

You may cancel the Services at any time upon at least thirty (30) days’ prior written or e-mail notice to POST ROAD. If notice of cancellation is not received by POST ROAD prior to the last day of a calendar month, you may be billed for Services for the immediately following calendar month,

9. Term; Renewal

This Agreement commences on the Effective Date in the Subscription Form and shall continue upon the expiration or termination of this Agreement as provided herein. Either party may terminate this Agreement at any time and for any reason upon thirty (30) days’ prior written or e-mail notice to the other party.

10. Termination for Cause

Any breach of your obligations under this Agreement or unauthorized use of the POST ROAD’s Services or POST ROAD Generated Content will be deemed a material breach of this Agreement and POST ROAD may terminate this Agreement with or without notice immediately upon becoming aware of such breach. You agree and acknowledge that POST ROAD has no obligation to retain the User Generated Content, and may delete such User Generated Content, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

11. Mutual Indemnification

You shall indemnify and hold POST ROAD, its licensors and their respective parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the User Generated Content infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you of this Agreement, provided in any such case that POST ROAD (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release POST ROAD of all liability and such settlement does not affect POST ROAD's business or Services); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.

12. Disclaimer of Warranties

POST ROAD AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES OR ANY CONTENT. POST ROAD AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICES AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY POST ROAD AND ITS LICENSORS.

13. Internet Or LinkedIn.Com Delays or Issues

POST ROAD'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. POST ROAD IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

POST ROAD IS NOT RESPONSIBLE IN ANY WAY FOR ANY PASSWORD OR ACCOUNT RELATED ISSUES WITH LINKEDIN.COM.

14. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15. Additional Rights

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

16. Confidentiality

Each of you and POST ROAD (the “Receiving Party”) shall hold in trust for the other party hereto (the “Disclosing Party”), shall not disclose to any person, firm or entity other than the Receiving Party’s employees and agents who have a need to know such information in order to perform the Services, and shall not use in any way detrimental to the Disclosing Party, any confidential or proprietary information of the Disclosing Party (“Confidential Information”). Without limiting the generality of the foregoing, “Confidential Information” includes any and all information relating to the Disclosing Party’s products, services, research, development, trade secrets, marketing and business plans, strategies, customers, suppliers, employees, agents, management and personnel, but does not include information in the public domain other than by reason of a breach of this Agreement. In the event the Receiving Party receives a subpoena or court order to disclose any Confidential Information, the Receiving Party shall deliver prompt written notice to the Disclosing Party and shall co-operate with the Disclosing Party’s attempts to obtain a protective order or other similar protection for the Confidential Information. This provision shall survive any termination of this Agreement for a period of two (2) years.

17. Non-Disparagement

Each party to this Agreement agrees not to disparage the other party or the Services or otherwise damage the other party’s or the Services’ reputation or status in the community in any written, verbal or electronic communication with third parties, including but not limited to blog or social media postings and online review websites.

18. Notice

POST ROAD may give notice by means of a general notice on its website, electronic mail to your e-mail address on record in POST ROAD's account information, or by written communication sent by first class mail or pre-paid post to your address on record in POST ROAD's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to POST ROAD (such notice shall be deemed given when received by POST ROAD) at any time by e-mail to POST ROAD at info@postroadconsulting.com.

19. Modification to Terms

POST ROAD reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Services at any time, at POST ROAD’s option, effective upon posting of an updated version of this Agreement on its website or by electronic mail to your e-mail address on record in POST ROAD’s account information containing a link to the modified Agreement or policy. You are responsible for regularly reviewing this Agreement. Continued use of the Services after any such changes shall constitute your consent to such changes.

20. Assignment

This Agreement may not be assigned by you without the prior written approval of POST ROAD but may be assigned by either party to (i) a parent or subsidiary, (ii) an acquirer of your equity securities or assets, or (iii) a successor by merger or consolidation. Any purported assignment in violation of this section shall be void.

21. General

This Agreement shall be governed by Connecticut law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Services shall be subject to the exclusive jurisdiction of the state and federal courts located in Connecticut. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and POST ROAD as a result of this agreement or use of the Services. The failure of POST ROAD to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by POST ROAD in writing. This Agreement, together with any applicable form and policies, comprises the entire agreement between you and POST ROAD and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

22. Release POST ROAD has my permission to share my profile(s) or company page(s) or Author page(s) with legitimate PRC prospects and clients. POST ROAD has my permission to take photographs and videos of training at my organization for marketing purposes. These videos and photographs are primarily of POST ROAD instructors and have minimal focus on students or participants.

23. Definitions

As used in this Agreement and in any order or subscription forms now or hereafter associated herewith:

"Agreement" means this Services Agreement, any order or subscription forms, whether written or submitted online via POST ROAD’s website, and any materials available on the POST ROAD website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by POST ROAD from time to time in its sole discretion.

"Content" means either User Generated Content or POST ROAD Generated Content, as the context may require.

"Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed, the Effective date on the subscription form or the date you begin using the Services.

"Initial Term" means the initial period during which you are obligated to pay for the Services equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter).

"Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, Services marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

“POST ROAD Generated Content” means content of any kind or nature whatsoever developed by POST ROAD, obtained by POST ROAD from sources in the public domain, or licensed from third parties for the purpose of providing Services under this Agreement and/or posting on its customers’ or clients’ blogs and social media pages on Facebook® and/or Twitter®, which shall consist of generic information not related to any customer’s or client’s business or industry.

“Prohibited Content” shall mean any of the following:

Securities/Investor Relations-Related Content.Forward-looking content or comments related to POST ROAD or other companies which speak to stock price, financial health or outlook, obligations to investors, or other Investor Relations-related responsibilities;

Confidential Content.Content which discloses any confidential or non-public third party information which you do not have permission and/or authority to disclose;

Disparaging Content. Content that disparages any person or entity, including POST ROAD and any entity affiliated with POST ROAD, and/or any of their respective products or services;

Commercial Content. Content that purports to market, sell, advertise, promote or otherwise offer for sale, lease or license, goods or services unless approved in advance and in writing by POST ROAD;

Health Care Content. Content offering advice on health care matters which can only be given by a doctor, nurse, chiropractor, or other qualified health care provider or practitioner licensed to practice such profession in the state where a recipient resides or has his/her principal place of business – information and Content available on POST ROAD should not be used to make diagnoses, administer treatment, prescribe medication or order tests.;

Content Contrary to Law or Public Policy. Content relating to matters, including but not limited to assisted suicide, that are contrary to law, regulation or public policy in any of the United States, Switzerland, or members of the European Union.

Infringing Content.Content that violates or infringes the rights of any person or entity including, but not limited to, privacy, publicity and/or intellectual property rights, including the copyrights and brand rights of POST ROAD and/or of third parties;

Hateful Content.Content that is hateful, tortious, defamatory, slanderous, libelous, or obscene;

Discriminatory Content.Content that promotes bigotry, racism, sexism, hatred or harm against any group or individual or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

Spam.POST ROAD observes and enforces a zero-tolerance policy for posting sales pitches for outside products or services or posting comments that drive traffic to a third party’s website (including for personal, political or monetary gain).

All decisions regarding whether a posting violates these guidelines will be made by POST ROAD, in its sole and absolute discretion. POST ROAD reserves the right to remove any posting, whether constituting User Generated Content or POST ROAD Generated Content, at any time, for any reason, without notice or explanation.

"Services(s)" means the social media marketing services made available by POST ROAD and selected by you on your subscription form.

“User Generated Content” means content of any kind or nature whatsoever developed by you and either made publicly available on your website, blog, social media page or anywhere else on the Internet, or communicated by you to POST ROAD in writing or by e-mail, to which POST shall have free, unlimited and unrestricted access under this Agreement.

Questions or Additional Information:

If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@postroadconsulting.com.

Questions and Suggestions

If you have questions or suggestions, please contact us at:

Post Road Consulting LLC

191 Post Road West

Westport, Connecticut 06880

Email Sandra@postroadconsulting.com

TERMS AND CONDITIONS FOR

CONSULTING SERVICES

The following Terms and Conditions are an integral part of the within Agreement and are incorporated by reference therein.

1.Consulting Services. PRC agrees to review, audit and assess the LinkedIn® profiles,pages, groups, advertising, job postings and career sites of Client and will provide the consulting services more particularly described on the attached Exhibit A (the “Services”).

2.Ownership of Client Information. Any and all information contained in any audit or assessment report prepared by PRC and delivered to Client, together with any and all intellectual property and ownership rights of any kind (such as copyright throughout the world and moral rights) to the Client’s LinkedIn® pages and profiles, and the LinkedIn® pages and profiles of Client’s executives and personnel (collectively, “Client Information”), shall remain at all times with the Client or such executives and personnel, as the case may be. The parties acknowledge and agree that nothing in this Agreement shall prevent or restrict PRC from performing services for its other clients, whether similar or dissimilar to the Services, provided that PRC does not use Client Information in providing such services.

3.Ownership of PRC Information. Any and all tools, templates, audit and assessment forms, and other materials, together with the general practices and methodology used by PRC in performing the Services and similar services for its clients generally, together with any and all intellectual property and ownership rights of any kind (such as copyright throughout the world and moral rights) thereto, shall remain at all times with PRC.

4.Services Fees and Payment:PRC shall be paid the fees described on the attached Exhibit(s), together with reimbursement of expenses approved in advance by Client. Prices quoted do not include sales or other taxes which are the responsibility of Client. Interest at 12% per annum or the highest rate allowed by law if less will be charged on overdue invoices. Unless stated otherwise in the Exhibit(s), all fees and expenses will be paid by Client within thirty (30) days after receipt of PRC’s invoice therefor.

5. Termination. This Agreement may be terminated at any time by either party upon written notice to the other party. Upon termination, PRC shall be entitled to all fees and expense reimbursement for Services performed on or prior to the effective date of termination, and any and all Client Information in PRC’s possession shall be promptly returned to Client (or, at PRC’s option, destroyed provided PRC certifies in writing to Client as to such destruction).

6. Independent Contractor. PRC agrees to provide the Services as an independent contractor to Client. PRC shall be responsible for paying all taxes on fees received by PRC hereunder, and shall not be entitled to participate in any of Client’s employee benefit programs.

7. Independent LinkedIn® Consultant:Sandra Long and PRC are independent from LinkedIn®. Please note that LinkedIn® makes changes or updates to the platform randomly and at their sole discretion, and that PRC is not responsible for any LinkedIn® actions, changes, processes, or regulations that might impact the Services.

8. Warranty. PRC will perform the Services with a high degree of care, skill, diligence, professional knowledge, judgment, and expertise according to sound work practices and accepted professional and industry standards, in a well-managed, organized, and efficient manner. There can be no guarantee that any particular results will be achieved by Client. The Services are provided "as is" and without warranties of any kind, whether express or implied. To the fullest extent permissible pursuant to applicable law, Post Road Consulting LLC disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.

9. Limitation of Liability. PRC shall not be liable to Client on account of any injuries or damages or losses sustained in performance of Services herein, or for any representation or warranty made by any PRC’s employees or independent contractors that has not been authorized in advance by PRC. PRC expressly disclaims any liability for any inaccurate, false, misleading or incomplete information provided to PRC by Client, its executives and personnel. Client shall indemnify and hold PRC harmless from all liability related to the performance of Services except to the extent directly caused by PRC’s fraud, intentional misrepresentation or willful misconduct. Neither party shall be liable to the other party for any special, indirect, incidental or consequential damages including, without limitation, damages for lost profits, or costs of procurement of substitute goods or services, arising out of his Agreement. Except as otherwise specifically set forth herein, either party’s total liability to the other party under or in connection to this Agreement for PRC’s performance of the Services required hereunder shall not exceed the amounts paid or payable to PRC hereunder; provided however, that the foregoing limitation of liability shall not apply to the fraud, intentional misrepresentation or willful misconduct of PRC. Any action arising out of, resulting from, or related to the performance or breach of this Agreement shall be filed not later than three (3) months after the cause of action has accrued.

10. Confidential Information. Each of Client and PRC (the “Receiving Party”) shallhold in trust for the other party hereto (the “Disclosing Party”), shall not disclose to any person, firm orentityotherthantheReceivingParty’semployeesandagentswhohaveaneedtoknowsuchinformationinorderto performtheServices,andshall notuseinanywaydetrimentaltotheDisclosingParty,anyconfidential or proprietary information of the Disclosing Party (“Confidential Information”). Without limiting thegenerality of the foregoing, “Confidential Information” includes any and all information relating to theDisclosing Party’sproducts,services,research,development,tradesecrets,marketingandbusinessplans,strategies, customers, suppliers, employees, agents, management and personnel, but does not include information inthepublic domain other than by reason of a breach of this Agreement. Client Information shall be considered Confidential Information of the Client or the executive furnishing same to PRC, as the case may be. In the event the Receiving Partyreceives asubpoenaorcourtordertodiscloseanyConfidentialInformation,theReceivingPartyshalldeliverprompt writtennoticetotheDisclosingPartyandshallco-operatewiththeDisclosingParty’sattemptstoobtaina protectiveorderorothersimilarprotectionfortheConfidentialInformation.Thisprovisionshallsurviveany termination of this Agreement for a period of three (3)years.

11. Use of Client Name in Marketing. PRC may use Client’s name and likeness on marketing materials. Client company name will be added to PRC’s client list on the website and potentially in proposal documents. PRC may publish a “thank you” post mentioning Client.

12. General. This Agreement is the entire agreement of the parties relating to the Programs, and supersedes all prior and contemporaneous agreements and understandings, whether written, oral or electronic. This Agreement may be amended or changed only in a writing signed by both parties, and may not be assigned or transferred by either party except for assignments by operation of law. This Agreement is governed by the laws of the State of Connecticut applicable to contracts between residents of such State. Any action, claim or proceeding hereunder shall be commenced exclusively in the courts of the State of Connecticut located in the Judicial District of Westport or the United States District Court for the District of Connecticut, and the parties hereby irrevocably and unconditionally consent to the exclusive jurisdiction and venue of such courts.

TERMS AND CONDITIONS FOR

“DONE FOR YOU” EXECUTIVE PROFILES AND/OR LINKEDIN® COMPANY PAGE

The following Terms and Conditions are an integral part of the within Agreement and are incorporated by reference therein.

1.“Done For You” LinkedIn® Profiles. PRC agrees to review, edit, write and recommend changes to the LinkedIn® profiles of Client and such of Client’s executives and personnel as are designated in the attached Exhibit(s) (the “Services”).

2.“Done for You” Executive Profiles Each executive will provide relevant bios, resumes and images in advance of a personal and confidential one hour interview. The updated LinkedIn® profile will be completed with all applicable sections reflecting employee and company branding and to include: Summary, Headline, Experience, Education, Skills, Volunteering, Organizations, Awards, Certifications, Contact info, Website links, Images and Rich Media, and other “accomplishments.” PRC will send draft strategic content to each executive for their feedback, edit, and approval within 7 - 10 business days after the interview. Each executive will reply with feedback or approval within 7 business days. If the editing and approval process is not finalized within six months due to Client delay, the project will be considered complete and accepted. In the event that the Services require original content to be uploaded to an executive’s LinkedIn® profile, the log-in credentials for that profile shall be provided to PRC.

3.“Done for You” Company Page Creation, Editing Or Updating: Client will provide admin access and relevant marketing content and images if not readily accessible from Client’s website. PRC will conduct a confidential interview with Client and its marketing team to review content and goals prior to the page creation or editing. PRC will send the strategic profile content draft to Client for feedback, edit, and approval within 7 - 10 business days unless otherwise indicated on the attached Exhibit(s). Client will reply with edits or feedback within 7 business days. If the editing and approval process is not finalized within six months due to Client delay, the pages project will be considered complete and accepted.

4.Ownership of Client Information. Any and all information contained in any audit or assessment report prepared by PRC and delivered to Client, together with any and all intellectual property and ownership rights of any kind (such as copyright throughout the world and moral rights) to the Client’s LinkedIn® pages and profiles, and the LinkedIn® pages and profiles of Client’s executives and personnel (collectively, “Client Information”), shall remain at all times with the Client or such executives and personnel, as the case may be. The parties acknowledge and agree that nothing in this Agreement shall prevent or restrict PRC from performing services for its other clients, whether similar or dissimilar to the Services, provided that PRC does not use Client Information in providing such services.

5.Services Fees and Payment:PRC shall be paid the fees described on the attached Exhibit(s), together with reimbursement of expenses approved in advance by Client. Prices quoted do not include sales or other taxes which are the responsibility of Client. Interest at 12% per annum or the highest rate allowed by law if less will be charged on overdue invoices. Unless stated otherwise in the Exhibit(s), all fees and expenses will be paid by Client within thirty (30) days after receipt of PRC’s invoice therefor.

6. Termination. This Agreement may be terminated at any time by either party upon written notice to the other party. Upon termination, PRC shall be entitled to all fees and expense reimbursement for Services performed on or prior to the effective date of termination, and any and all Client Information in PRC’s possession shall be promptly returned to Client (or, at PRC’s option, destroyed provided PRC certifies in writing to Client as to such destruction).

7. Independent Contractor. PRC agrees to provide the Services as an independent contractor to Client. PRC shall be responsible for paying all taxes on fees received by PRC hereunder, and shall not be entitled to participate in any of Client’s employee benefit programs.

8. Independent LinkedIn® Consultant:Sandra Long and PRC are independent from LinkedIn®, and PRC has no responsibility for any acts or omissions of LinkedIn® affecting the Services. Please note that LinkedIn® makes changes or updates to the platform randomly and at their sole discretion, and PRC will have no responsibility for any LinkedIn® actions, changes, processes or regulations that might impact Client’s company page or any executive’s LinkedIn® profile.

9. Warranty. PRC will perform the Services with a high degree of care, skill, diligence, professional knowledge, judgment, and expertise according to sound work practices and accepted professional and industry standards, in a well-managed, organized, and efficient manner. There can be no guarantee that any particular results will be achieved by Client. The Services are provided "as is" and without warranties of any kind, whether express or implied. To the fullest extent permissible pursuant to applicable law, Post Road Consulting LLC disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.

10. Limitation of Liability. PRC shall not be liable to Client on account of any injuries or damages or losses sustained in performance of Services herein, or for any representation or warranty made by any PRC’s employees or independent contractors that has not been authorized in advance by PRC. PRC expressly disclaims any liability for any inaccurate, false, misleading or incomplete information provided to PRC by Client, its executives and personnel. Client shall indemnify and hold PRC harmless from all liability related to the performance of Services except to the extent directly caused by PRC’s fraud, intentional misrepresentation or willful misconduct. Neither party shall be liable to the other party for any special, indirect, incidental or consequential damages including, without limitation, damages for lost profits, or costs of procurement of substitute goods or services, arising out of his Agreement. Except as otherwise specifically set forth herein, either party’s total liability to the other party under or in connection to this Agreement shall not exceed the amounts paid or payable to PRC hereunder; provided however, that the foregoing limitation of liability shall not apply to the fraud, intentional misrepresentation or willful misconduct of PRC. Any action arising out of, resulting from, or related to the performance or breach of this Agreement shall be filed not later than three (3) months after the cause of action has accrued.

11. Confidential Information. Each of Client and PRC (the “Receiving Party”) shallhold in trust for the other party hereto (the “Disclosing Party”), shall not disclose to any person, firm orentityotherthantheReceivingParty’semployeesandagentswhohaveaneedtoknowsuchinformationinorderto performtheServices,andshall notuseinanywaydetrimentaltotheDisclosingParty,anyconfidential or proprietary information of the Disclosing Party (“Confidential Information”). Without limiting thegenerality of the foregoing, “Confidential Information” includes any and all information relating to theDisclosing Party’sproducts,services,research,development,tradesecrets,marketingandbusinessplans,strategies, customers, suppliers, employees, agents, management and personnel, but does not include information inthepublic domain other than by reason of a breach of this Agreement. Client Information shall be considered Confidential Information of the Client or the executive furnishing same to PRC, as the case may be. In the event the Receiving Partyreceives asubpoenaorcourtordertodiscloseanyConfidentialInformation,theReceivingPartyshalldeliverprompt writtennoticetotheDisclosingPartyandshallco-operatewiththeDisclosingParty’sattemptstoobtaina protectiveorderorothersimilarprotectionfortheConfidentialInformation.Thisprovisionshallsurviveany termination of this Agreement for a period of three (3)years.

12. Use of Client Name in Marketing. PRC may use Client’s name and likeness on marketing materials. Client company name will be added to PRC’s client list on the website and potentially in proposal documents. PRC may publish a “thank you” post mentioning Client.

13. General. This Agreement is the entire agreement of the parties relating to the Programs, and supersedes all prior and contemporaneous agreements and understandings, whether written, oral or electronic. This Agreement may be amended or changed only in a writing signed by both parties, and may not be assigned or transferred by either party except for assignments by operation of law. This Agreement is governed by the laws of the State of Connecticut applicable to contracts between residents of such State. Any action, claim or proceeding hereunder shall be commenced exclusively in the courts of the State of Connecticut located in the Judicial District of Westport or the United States District Court for the District of Connecticut, and the parties hereby irrevocably and unconditionally consent to the exclusive jurisdiction and venue of such courts.

TERMS AND CONDITIONS FOR

ONLINE TRAINING AND MEMBERSHIP PROGRAMS

The following Terms and Conditions are an integral part of the within Agreement and are incorporated by reference therein.

1.Online Training Programs. PRC agrees to provide the online training and/or membership program(s) described on the attached Exhibit A on a subscription basis (“Programs”).

2. Restrictions on Use: Upon registering for a Program, each of Client’s employee users will be issued a unique login and password for that particular Program. Users are not allowed to share or transfer login or password information with other users either within or outside Client’s organization. Violation of these restrictions will result in additional fees to Client and may result in termination of this Agreement by PRC.

3. Nonexclusive Right to Programs and Materials:The parties acknowledge and agree that PRC may develop both standard and custom workshops, courses, programs and related materials for its other clients and customers, with no obligation or liability to Client as long as they do not contain Client Information (as defined below).

4. Ownership of Programs, Materials, and Client Information. All intellectual property and ownership rights of any kind (such as copyright throughout the world and moral rights) to the Programs, and all materials, PowerPoint slides and other documents developed by PRC and used in the Programs (the “Materials”), except for Client Information (as defined below), shall remain with PRC at all times. Client’s employee users shall have the right to retain and use the Materials provided as handouts for their own purposes following any Program as long as this Agreement is in effect, but shall not be allowed to copy, reproduce, share log-in credentials, transfer or otherwise repurpose the Materials at any time. For the avoidance of doubt, the Materials for any Program may not be published or disseminated on Client’s corporate intranet or other internal corporate communications; Program Materials are for the sole and exclusive use of Program attendees unless agreed otherwise by PRC in writing. PRC has no obligation to keep the Materials up to date following the expiration or termination of this Agreement. To the extent Client has shared with PRC any of Client’s names, logos, trademarks, service marks or other intellectual property and proprietary information (“Client Information”) in connection with the Programs or Materials, all intellectual property and ownership rights of any kind (including but not limited to copyright throughout the world and moral rights) to such Client Information shall remain with the Client at all times. Upon the expiration or termination of this Agreement, PRC will remove all Client Information from the Materials, and PRC will either destroy (and certify in writing to Client as to such destruction) or return to Client any and all Client Information in its possession. For the avoidance of doubt, any and all modifications, enhancements or improvements made by PRC to the Programs and Materials that do not include Client Information shall remain the sole and exclusive property of PRC at all times.

5. Subscription Fees and Payment for the Programs and Materials. Please check the payment option below:

__. Client will pay to PRC a monthly or annual “Subscription Fee” in advance, as indicated in the attached Exhibit(s), subject to increase as provided below, for its use of the Programs and Materials.The Subscription Fee for the initial Term is payable upon Client’s execution of this Agreement, and the Subscription Fee for each Renewal Term will be payable within thirty (30) days after Client’s receipt of PRC’s invoice therefor.

__. Client will pay to PRC the one-time flat fee indicated on the attached Exhibit A on or before the commencement of the Program(s).

Interest on any overdue invoice will accrue at the rate of 12% per annum, and failure to pay any PRC invoice within such thirty (30) day period will result in PRC’s termination of this Agreement. At the end of the Initial Term and each Renewal Term, the Subscription Fee may, at PRC’s option, be increased upon notice to Client by the greater of (a) five percent (5%) per year or (b) the increase (if any) of the “All Items Consumer Price Index for All Urban Consumers (CPI-U) for the U.S. City Average, 1982-84 = 100” published by the U.S. Bureau of Labor Statistics (the “CPI Index”) over the previous year’s CPI Index. All checks should be made payable to “Post Road Consulting LLC”.

6. Term and Termination of License. In the event Client has elected to pay a one-time flat fee for the Program(s) under Section 5, this Agreement shall terminate upon the conclusion of the Program(s), and may be sooner terminated at any time by either party upon written notice to the other party, provided that if Client terminates within thirty (30) days before the start date of any Program, Client shall pay PRC upon demand a “breakage fee” of 50% of the fees described on Exhibit “A”. In the event Client has elected to pay a Subscription Fee for the Program(s) under Section 5, the initial term of the license granted by paragraph 1 hereof shall be as indicated in the attached Exhibit(s) (the “Initial Term”) and may be renewed thereafter for additional periods of one (1) year each (each a “Renewal Term”) by payment of the monthly or annual Subscription Fee. Failure to pay the Subscription Fee for any Renewal Term shall result in termination of this Agreement. After the Initial Term, Client may terminate this Agreement upon ninety (90) days’ prior written notice to PRC, except that PRC will not be obligated to refund or prorate any Subscription Fee previously paid by Client. In addition, either party may terminate this Agreement upon the other party’s material breach hereof that is not cured within thirty (30) days of delivery of notice thereof; if PRC is the breaching party PRC’s sole obligation to Client upon such breach will be to refund the annual Subscription Fee most recently paid by Client hereunder. Upon the expiration or termination of this Agreement, Client’s right and license to use the Program and Materials shall forthwith terminate, and Client will promptly remove all references to the Program and Materials from its corporate intranet and all internal corporate communications.

7. Independent Contractor. PRC agrees to provide the Programs and the Materials as an independent contractor to Client. PRC shall be responsible for paying all taxes on fees received by PRC hereunder, and shall not be entitled to participate in any of Client’s employee benefit programs.

8. Independent LinkedIn® PRC:Sandra Long and PRC are independent from LinkedIn®. Please note that LinkedIn® makes changes or updates to the platform randomly and at their sole discretion. While PRC does update Program content and the Materials regularly to reflect LinkedIn® changes, PRC is not responsible for any LinkedIn® actions, changes, processes, or regulations that might impact the Programs or Materials. For the avoidance of doubt, PRC will incorporate LinkedIn® changes at no extra cost to Client into the Materials as long as this Agreement is in effect, but is not responsible for adapting to changes or perform additional uncompensated work during or after a Program. The Programs and Materials are for end users and not designed, intended or priced to be “train the trainer” programs.

9. Warranties. PRC represents and warrants that it will perform the Programs with a high degree of care, skill, diligence, professional knowledge, judgment, and expertise according to sound work practices and accepted professional and industry standards, in a well-managed, organized, and efficient manner. There can be no guarantee that any particular results will be achieved by Client. The Materials are provided "as is" and without warranties of any kind, whether express or implied. To the fullest extent permissible pursuant to applicable law, Post Road Consulting LLC disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.PRC does not represent or warrant that the functions contained in any website on which a Program is hosted will be uninterrupted or error-free, or that any perceived platform defects will be corrected. However, in the event that the Program is inaccessible to users for more than 3 days, a pro-rated credit will be provided to Client.

10. Limitation of Liability. PRC shall not be liable to Client on account of any injuries or damages or losses sustained in performance of services herein, or for any representation or warranty made by any PRC’s employees or independent contractors that has not been authorized in advance by PRC. PRC expressly disclaims any liability for any inaccurate, false, misleading or incomplete information provided to PRC by Client, its executives and personnel. Client shall indemnify and hold PRC harmless from all liability related to the performance of contracted services on Client’s premises. Neither party shall be liable to the other party for any special, indirect, incidental or consequential damages including, without limitation, damages for lost profits, or costs of procurement of substitute goods or services, arising out of his Agreement. Except as otherwise specifically set forth herein, either party’s total liability to the other party under or in connection to this Agreement for PRC’s performance of the Programs or providing of the Materials hereunder shall not exceed the amounts paid or payable to PRC hereunder; provided however, that the foregoing limitation of liability shall not apply to the fraud, intentional misrepresentation or willful misconduct of PRC. Any action arising out of, resulting from, or related to the performance or breach of this Agreement shall be filed not later than three (3) months after the cause of action has accrued.

11. Confidential Information. Each of Client and PRC (the “Receiving Party”) shallhold in trust for the other party hereto (the “Disclosing Party”), shall not disclose to any person, firm orentityotherthantheReceivingParty’semployeesandagentswhohaveaneedtoknowsuchinformationinorderto performtheServices,andshall notuseinanywaydetrimentaltotheDisclosingParty,anyconfidential or proprietary information of the Disclosing Party (“Confidential Information”). Without limiting thegenerality of the foregoing, “Confidential Information” includes any and all information relating to theDisclosing Party’sproducts,services,research,development,tradesecrets,marketingandbusinessplans,strategies, customers, suppliers, employees, agents, management and personnel, but does not include information inthepublic domain other than by reason of a breach of this Agreement. Client Information shall be considered Confidential Information of the Client. In the event the Receiving Partyreceives asubpoenaorcourtordertodiscloseanyConfidentialInformation,theReceivingPartyshalldeliverprompt writtennoticetotheDisclosingPartyandshallco-operatewiththeDisclosingParty’sattemptstoobtaina protectiveorderorothersimilarprotectionfortheConfidentialInformation.Thisprovisionshallsurviveany termination of this Agreement for a period of three (3)years.

12. Use of Client Name in Marketing. PRC may use Client’s name and likeness on marketing materials. Client company name will be added to PRC’s client list on the website and potentially in proposal documents. Photos or videos featuring the Programs and instructors at your facility may be taken and used for the marketing purposes of PRC if a verbal approval is obtained from local management who are participating in the Programs. PRC may publish a “thank you” post mentioning Client.

13. General. This Agreement is the entire agreement of the parties relating to the Programs, and supersedes all prior and contemporaneous agreements and understandings, whether written, oral or electronic. This Agreement may be amended or changed only in a writing signed by both parties, and may not be assigned or transferred by either party except for assignments by operation of law. This Agreement is governed by the laws of the State of Connecticut applicable to contracts between residents of such State. Any action, claim or proceeding hereunder shall be commenced exclusively in the courts of the State of Connecticut located in the Judicial District of Westport or the United States District Court for the District of Connecticut, and the parties hereby irrevocably and unconditionally consent to the exclusive jurisdiction and venue of such courts.

TERMS AND CONDITIONS FOR

“LIVE” WORKSHOPS, COURSES, WEBINARS AND PROGRAMS

The following Terms and Conditions are an integral part of the within Agreement and are incorporated by reference therein.

1.Workshop, Speaking, Coaching or Training Program. PRC agrees to provide the speaking, workshop, coaching, webinar and/or training program(s) described on the attached Exhibit A at the times and locations set forth therein (“Programs”).

2.Rescheduling: Client may reschedule Programs at any time but will be subject to the following additional reschedule fees: A.) Rescheduled within 3 weeks of Program date = 15% of total Program fee or B.) Rescheduled within 10 days of Program date = 20% of total Program fee or C.) Rescheduled with 48 hours of Program date = 25% of total Program fee. Additionally, interviews or coaching sessions may be rescheduled by Client at any time but are subject to a cancellation fee of $175 if a “no show” or if PRC is notified within 24 hours of the scheduled meeting. If for any reason Sandra Long is unable to deliver the Programs on the date(s) set forth on the attached Exhibit(s) (and if it cannot be rescheduled), no fee will be paid by Client unless PRC is able to provide a qualified replacement speaker that is reasonably acceptable to Client.

3.Nonexclusive Right to Programs:The parties acknowledge and agree that PRC may develop both standard and custom workshops, courses and programs for its other clients and customers, with no obligation or liability to Client as long as they do not contain Client Information (as defined below).

4.Ownership of Program, Materials, and Client Information. All intellectual property and ownership rights of any kind (such as copyright throughout the world and moral rights) to the Program and all materials, PowerPoint slides and other documents developed by PRC and used in the Program (the “Materials”), except for Client Information (as defined below), shall remain with PRC at all times. Client’s employee users shall have the right to retain and use the Materials provided as handouts for their own purposes following the Program, but shall not be allowed to copy, reproduce, share log-in credentials, transfer or otherwise repurpose the Materials at any time.. For the avoidance of doubt, the Materials for any Program may not be published or disseminated on Client’s corporate intranet or other internal corporate communications; Program Materials are for the sole and exclusive use of Program attendees unless agreed otherwise by PRC in writing.PRC has no obligation to keep the Materials up to date following the Program. To the extent Client has shared with PRC any of Client’s names, logos, trademarks, service marks or other intellectual property and proprietary information (“Client Information”) in connection with the Program or Materials, all intellectual property and ownership rights of any kind (including but not limited to copyright throughout the world and moral rights) shall remain with the Client at all times. For the avoidance of doubt, any and all modifications, enhancements or improvements made by PRC to the Programs and Materials that do not include Client Information shall remain the sole and exclusive property of PRC at all times.

5.Fees and Payment:Please check the payment option below:

__. PRC shall be paid the fees described on the attached Exhibit(s), together with reimbursement of expenses approved in advance by Client. Prices quoted do not include sales or other taxes which are the responsibility of Client. Unless stated otherwise in the Exhibit(s), an advance deposit of 50% will be invoiced upon Client’s execution of this Agreement to be received within 14 days; and the 50% balance will be paid within 14 days of completion of the Program. All checks should be made payable to “Post Road Consulting LLC”.

__. Client will pay to PRC the one-time flat fee indicated on the attached Exhibit A on or before the commencement of the Program(s).

Interest on any overdue invoice will accrue at the rate of 12% per annum, and failure to pay any PRC invoice within such thirty (30) day period will result in PRC’s termination of this Agreement.

6. Termination. This Agreement may be terminated at any time by either party upon written notice to the other party, provided that if Client terminates within thirty (30) days before the start date of any Program, Client shall pay PRC upon demand a “breakage fee” of 50% of the fees described on Exhibit “A”. Upon the termination of this Agreement, Client’s right and license to use the Program and Materials shall forthwith terminate, PRC shall remove any Client Information from the Materials and either return same to Client or destroy same (and certify in writing to Client as to such destruction), and Client will promptly remove all references to the Program and Materials from its corporate intranet and all internal corporate communications.

7. Independent Contractor. PRC agrees to provide the Program as an independent contractor to Client. PRC shall be responsible for paying all taxes on fees received by PRC hereunder, and shall not be entitled to participate in any of Client’s employee benefit programs.

8. Independent LinkedIn® PRC:Sandra Long and PRC are independent from LinkedIn®. Please note that LinkedIn® makes changes or updates to the platform randomly and at their sole discretion. While PRC does update Program content and Materials regularly to reflect LinkedIn® changes, PRC is not responsible for any LinkedIn® actions, changes, processes, or regulations that might impact the Programs. For the avoidance of doubt, PRC will incorporate LinkedIn® changes at no extra cost to Client into the Materials, but is not responsible for adapting to changes or perform additional uncompensated work during or after a Program. The Programs and Materials are for end users and not designed, intended or priced to be “train the trainer” programs.

9. Warranty. PRC will perform the Programs with a high degree of care, skill, diligence, professional knowledge, judgment, and expertise according to sound work practices and accepted professional and industry standards, in a well-managed, organized, and efficient manner. There can be no guarantee that any particular results will be achieved by Client. The Materials are provided "as is" and without warranties of any kind, whether express or implied. To the fullest extent permissible pursuant to applicable law, Post Road Consulting LLC disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.In the event that the Program is inaccessible to users for more than 3 days, a pro-rated credit will be provided to Client.

10. Limitation of Liability. PRC shall not be liable to Client on account of any injuries or damages or losses sustained in performance of services herein, or for any representation or warranty made by any PRC’s employees or independent contractors that has not been authorized in advance by PRC. PRC expressly disclaims any liability for any inaccurate, false, misleading or incomplete information provided to PRC by Client, its executives and personnel. Client shall indemnify and hold PRC harmless from all liability related to the performance of contracted services on Client’s premises. Neither party shall be liable to the other party for any special, indirect, incidental or consequential damages including, without limitation, damages for lost profits, or costs of procurement of substitute goods or services, arising out of his Agreement. Except as otherwise specifically set forth herein, either party’s total liability to the other party under or in connection to this Agreement for PRC’s performance of the Programs required hereunder shall not exceed the amounts paid or payable to PRC hereunder; provided however, that the foregoing limitation of liability shall not apply to the fraud, intentional misrepresentation or willful misconduct of PRC. Any action arising out of, resulting from, or related to the performance or breach of this Agreement shall be filed not later than three (3) months after the cause of action has accrued.

11. Confidential Information. Each of Client and PRC (the “Receiving Party”) shallhold in trust for the other party hereto (the “Disclosing Party”), shall not disclose to any person, firm orentityotherthantheReceivingParty’semployeesandagentswhohaveaneedtoknowsuchinformationinorderto performtheServices,andshall notuseinanywaydetrimentaltotheDisclosingParty,anyconfidential or proprietary information of the Disclosing Party (“Confidential Information”). Without limiting thegenerality of the foregoing, “Confidential Information” includes any and all information relating to theDisclosing Party’sproducts,services,research,development,tradesecrets,marketingandbusinessplans,strategies, customers, suppliers, employees, agents, management and personnel, but does not include information inthepublic domain other than by reason of a breach of this Agreement. Client Information shall be considered Confidential Information of the Client. In the event the Receiving Partyreceives asubpoenaorcourtordertodiscloseanyConfidentialInformation,theReceivingPartyshalldeliverprompt writtennoticetotheDisclosingPartyandshallco-operatewiththeDisclosingParty’sattemptstoobtaina protectiveorderorothersimilarprotectionfortheConfidentialInformation.Thisprovisionshallsurviveany termination of this Agreement for a period of three (3)years.

12. Use of Client Name in Marketing. PRC may use Client’s name and likeness on marketing materials. Client company name will be added to PRC’s client list on the website and potentially in proposal documents. Photos or videos featuring the Programs and instructors at your facility may be taken and used for the marketing purposes of PRC if a verbal approval is obtained from local management who are participating in the Programs. PRC may publish a “thank you” post mentioning Client.

13. General. This Agreement is the entire agreement of the parties relating to the Programs, and supersedes all prior and contemporaneous agreements and understandings, whether written, oral or electronic. This Agreement may be amended or changed only in a writing signed by both parties, and may not be assigned or transferred by either party except for assignments by operation of law. This Agreement is governed by the laws of the State of Connecticut applicable to contracts between residents of such State. Any action, claim or proceeding hereunder shall be commenced exclusively in the courts of the State of Connecticut located in the Judicial District of Westport or the United States District Court for the District of Connecticut, and the parties hereby irrevocably and unconditionally consent to the exclusive jurisdiction and venue of such courts.