CONSENSUS ACADEMY TERMS OF USE

Effective Date: February 1, 2024 

Thank You for your interest in the Consensus Academy (the “Academy”). This Consensus Academy Terms of Use Agreement (hereafter  referred to as the “Agreement” or “Terms”) is entered into between Consensus Sales, LLC (“Consensus”, “us”, “our”, “we”) and the legal  entity purchasing access to the Academy by executing a Service Order with Consensus (“You”, “Your” or “Participant”), and sets forth the  terms and conditions that govern Your participation in the Academy (located at: https://academy.goconsensus.com/), including  participation for each individual User for whom You provision access to the Academy.

By purchasing access to the Academy, or if Your access the Academy Service as part of your employment, You agree this Agreement is  incorporated into and controlled by either: (i) the Consensus master services agreement found here: https://goconsensus.com/terms-of service/, or, (ii) if You have negotiated a signed master agreement with Consensus, then that agreement. Any conflict between this  Agreement and your master agreement with Consensus is resolved in favor of these terms. 

  1. ACCESS TO THE CONSENSUS ACADEMY

1.1 General. These Terms of Use (“Terms”) govern Your use of Our website, apps, and other products and services  (“Academy Service(s)”). As some of Our Academy Services may be software that is downloaded to Your computer, phone, tablet, or  other device, You agree that we may automatically update this software, and that these Terms will apply to such updates. You may use  the Academy Services only if You comply with these Terms, all applicable laws, and Our policies (including course-specific  requirements and any other policies that may be applicable from time to time (“Policies”)). Any violation of Our Terms, applicable laws,  or Policies may result in Your access to all or part of the Academy Services being suspended, disabled, or terminated. When You use  certain features or functionality, You must provide us with accurate and complete information, and You agree to update Your information to keep it accurate and complete. 

1.2 License. Subject to these Terms and Our Policies, we grant You a limited, personal, non-exclusive, non-transferable,  and revocable license right to use the Academy Services. The rights granted herein are only for Your personal, non-commercial use,  unless You obtain Our written permission otherwise. You also agree that You will create, access, and/or use only one user account,  unless expressly permitted by us, and You will not share access to Your account or access information for Your account with any third  party. Using the Academy Services does not give You ownership of or any intellectual property rights in Our Services, the content You  access, or the results of Your testing or activity. 

1.3 General Restrictions. You are prohibited from: (i) sharing your password, letting anyone besides yourself access your  account, or doing anything that might put your account at risk, (ii) Attempting to access any other User’s account, (iii) accessing,  tampering with, or using non-public areas of Our systems, unless specifically authorized to do so, (iv) breaking or circumventing Our  authentication or security measures or otherwise testing the vulnerability of Our systems or networks, unless specifically authorized to  do so, (v) trying to reverse engineer any portion of the Academy Services, (vi) trying to interfere with any User, host, or network, for  example by sending a virus, overloading, spamming, or mail-bombing, (vii) using the Academy Services to distribute malware, (viii)  using the Academy Services for anything other than for completing online courses or reviewing content for instructional purposes, (ix)  impersonating or misrepresenting Your affiliation with any person or entity, or encouraging or helping anyone do any of the preceding  prohibited behaviors. 

  1. ACADEMY CONTENT

2.1 Changes to Content Offerings. We offer courses and content (“Content Offerings”) originating from Consensus and  other providers (“Content Providers”). While we seek to provide world-class Content Offerings from Our Content Providers, unexpected  events do occur. We reserve the right to cancel, interrupt, reschedule, or modify any Content Offerings, or change the point value or  weight of any assignment, quiz, test, or other assessment, either solely, or in accordance with Content Provider instructions. Content  Offerings are subject to the Disclaimers and Limitation of Liability sections below. 

2.2 No Academic Credit. We do not grant academic credit for the completion of Content Offerings. Unless otherwise  explicitly indicated by a credit-granting institution, participation in or completion of Content Offerings does not confer any academic  credit. You agree not to accept credit for completing a Content Offering unless You have earned a course certificate or other equivalent  documentation of your completion of the Content Offering. Consensus, instructors, and the associated Content Providers have no  obligation to have Content Offerings recognized by any educational institution or accreditation organization. 

2.3 Disclaimer of Student-Content Provider Relationship. Nothing in these Terms or otherwise with respect to your  participation in any Content Offerings by Content Providers: (i) establishes any relationship between You and any Content Provider; (b) 

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enrolls or registers You in any Content Provider institution, or in any Content Offering offered by any Content Provider institution; or (iii)  entitles You to use the resources of any Content Provider institution beyond participation in the Content Offering. 

  1. YOUR CONTENT

3.1 User Content. The Academy Services enable You to share your content, such as homework, quizzes, exams,  projects, demonstration videos, other assignments You submit, and posts You make (“User Content”), with Consensus, instructors,  and/or other third-parties approved by Consensus. You retain all intellectual property rights in, and are responsible for, the User  Content You create and share (see below). User Content does not include course content, Content Offerings, or other materials made  available on or placed on to the Consensus platform or the Academy Service by or on behalf of Content Providers or their instructors  using the Academy Service or Content Offerings. As between Consensus and Content Providers, such Content Offerings are governed by the relevant agreements in place between Consensus and Content Providers. 

3.2 How Consensus and Others May Use User Content. To the extent that You provide User Content, You grant  Consensus a fully-transferable, royalty-free, perpetual, sublicensable, non-exclusive, worldwide license to copy, distribute, modify,  create derivative works based on, publicly perform, publicly display, and otherwise use the User Content. This license includes granting  Consensus the right to authorize Content Providers to use User Content with their registered students, on-campus learners, or other  learners independent of the Academy Services. Nothing in these Terms shall restrict other legal rights Consensus may have to User  Content, for example under other licenses. 

3.3 Removal. We reserve the right to remove or modify User Content for any reason, including User Content that we  believe violates these Terms or other policies. 

3.4 Compliance With Applicable Laws. You are exclusively responsible for: (i) For obtaining all necessary consent and  permissions for submission of User Content to Consensus and/or the Academy Service; (ii) For the accuracy, quality and legality of  User Content; and, (iii) That User Content complies in all respects with applicable data privacy and protection regulations. You shall  ensure that You are entitled to transfer the relevant User Content to Consensus so that Consensus and its service providers may  lawfully use, process, and transfer the User Content in accordance with this Agreement on your behalf.  

3.5 Other Restrictions. You are prohibited from using the Academy Services share any content that: (i) contains illegal  content or promotes illegal activities with the intent to commit such activities, (ii) contains credible threats or organizes acts of real-world  violence, including content that creates a genuine risk of physical injury or property damage, credibly threatens people or public safety,  or organizes or encourages harm, (iii) harrasses others, (iv) violates intellectual property, privacy, or other rights, (v) spams others, or  (vi) otherwise violates the Terms. 

3.6 Excluded Data. Participant shall not provide Consensus with any User Content that are subject to heightened  security requirements by law, regulation or contract (examples include but are not limited to the Gramm–Leach–Bliley Act (GLBA),  Health Insurance and Portability and Accountability Act (HIPPA), Family Educational Rights and Privacy Act (FERPA), the Child’s  Online Privacy Protection Act (COPPA), the standards promulgated by the PCI Security Standards Council (PCI-DSS), and their  international equivalents (such User Content collectively, “Excluded Data”). Consensus shall have no responsibility or liability for  Excluded Data. 

  1. THIRD PARTY CONTENT

Through the Academy Services, You will have the ability to access and/or use content provided by instructors, other users, and/or other  third parties and links to websites and services maintained by third parties. Consensus cannot guarantee that such third-party content,  in the Academy Services or elsewhere, will be free of material You may find objectionable or otherwise inappropriate or of malware or  other contaminants that may harm your computer, mobile device, or any files therein. Consensus disclaims any responsibility or liability  related to your access or use of, or inability to access or use, such third-party content. 

  1. MODIFYING OR TERMINATING OUR SERVICES

We are constantly changing and improving the Academy Services. We may add or remove functions, features, or requirements, and we  may suspend or stop part of the Academy Services altogether. Accordingly, Consensus may terminate your use of any Academy  Service for any reason. We may not be able to deliver the Academy Service to certain regions or countries for various reasons,  including due to applicable export control requirements or internet access limitations and restrictions from governments. None of  Consensus, its Content Providers and instructors, its contributors, sponsors, and other business partners, and their employees,  contractors, and other agents (the “Consensus Parties”) shall have any liability to You for any such action. You can stop using the  Academy Service at any time. 

  1. EXPORT CONTROLS

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You warrant that You are not located in, or ordinarily reside in, any country that is subject to applicable U.S. laws and regulations  preventing Consensus from providing You access to the Academy Services. Your location is determined by your physical location. Use  of a virtual private network service, IP routing services, or other similar service for the purpose of circumventing these laws is strictly  prohibited. 

You warrant that You are not named on any government prohibited, denied, unverified-party, sanctions, debarment, or exclusion list or  export-controlled related restricted party list (collectively, “Sanctions Lists”). You will immediately discontinue your use of the Academy  Services if You are placed on any Sanctions List. You also warrant that You will not export, re-export, or transfer the Academy Services  to an entity on any Sanctions List or otherwise use the services in a manner that would be in violation of applicable laws. 

Notwithstanding anything to the contrary in these Terms, Consensus may terminate any further obligations to you, effectively  immediately if You are in breach of the obligations in this section. 

  1. CONSENSUS CREDENTIAL DESIGNATIONS

In accordance with this Agreement, You will be granted access to courses descriptions, exams, study guides, and other materials  (collectively, the “Documentation”) to test your knowledge of certain Consensus services. Upon Your successful completion of any  relevant evaluations and all other provisions of the Terms, which may be updated from time-to-time, Consensus grants You a non 

transferable, revocable, personal, non-exclusive license to display, without modification, the applicable certification or badge designation as provided to You by Consensus (a “Credential”), and, to the extent depicted on the Credential, the associated Consensus name, copyright, trademark or logo (the “Consensus Marks”), solely during the term and in accordance with Consensus’s guidelines  provided to You from time-to-time, the Terms, and this Agreement, including the requirements set forth in the “Restrictions” section  below. If Consensus awards You a Credential, You will be permitted to use such Credential designation for the term set forth herein as  long as You remain in compliance with the requirements set forth in this Agreement and meet the criteria for the applicable Credential.  

  1. RESTRICTIONS

8.1 Restrictions. In addition to the other requirements set forth herein, You acknowledge that by agreeing to this  Agreement, You shall not engage in the following: (i) Directly or indirectly take, omit to take, permit any action, or make any  statement(s) which disparages, may dilute, tarnish, or bring into disrepute the reputation of or goodwill associated with Consensus, the  Consensus Marks, the Consensus Badges, or the Academy; (ii) Transfer, resell, misuse, modify, or exploit the Credential(s),  Consensus Marks, Content Offerings, or Documentation in any way that infringes upon the intellectual property rights of Consensus, or  which violates the Terms, this Agreement or applicable law; (iii) Exert any ownership or other intellectual property rights in the  Credential(s), Consensus Marks, or the Documentation; (iv) register any Credential(s), Consensus Marks, or any confusingly similar  marks or logos with the United States Patent and Trademark Office or elsewhere; (v) combine the Consensus Marks or Credential(s)  with any other word, design or mark; or (vi) Use the Consensus Marks without Consensus’s prior written consent, except as otherwise  expressly permitted by this Agreement, and any such use of the Consensus Marks, including as set forth herein, shall comply with  

8.2 Updates. Consensus may update, modify, or revise the Credentials or Consensus Marks in Consensus’s sole  discretion. If Consensus makes any such modifications, then upon notice to You from Consensus, You shall cease use of all outdated  Credential(s) and Consensus Marks, and update all Credential(s) and Consensus Marks in any documentation, hard copy, or electronic  materials, including, but not limited to, resumes, CV’s, public profiles, business cards, and social media accounts (collectively, the  “Credential-Related Materials”). 

8.3 Ownership. You understand and acknowledge that, as between Consensus and You, Consensus exclusively owns  all right, title and interest in and to the Credentials, Consensus Marks, Documentation, and any and all other components of the  Academy, including all intellectual property rights therein or associated therewith. Any and all goodwill arising from Your use of the  Consensus Marks and the Credentials shall inure solely to the benefit of Consensus. Consensus hereby reserves all rights not  expressly granted to You under this Agreement. Unless we otherwise agree in writing, no materials provided by Consensus  (certifications included) can be sold or used for profit by You or Your company or agency and You may not You not lease, distribute,  license, sell or otherwise commercially exploit any materials provided by Consensus. 

8.4 No License. Except for the limited rights expressly granted to Participant hereunder, Consensus reserves all rights,  title, and interest in and to the Consensus software and any other materials provided or made available including any and all improvements (including any arising from Your feedback), modifications and updates thereto, including without limitation all related  intellectual property rights inherent therein. No rights are granted to Participant hereunder other than as expressly set forth in this  Agreement. Nothing in this Participation Agreement will impair Consensus’ right to develop, acquire, license, market, promote or  distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with, any products, software or technologies that You may develop, produce, market, or distribute. 

  1. YOUR RESPONSIBILITIES

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9.1 Participant Responsibilities. By participating in the Academy, You hereby agree to the following: (i) You shall only  use, display, and promote the Credential(s) to indicate that You have met the Terms for the applicable Credential; (ii) You shall comply  with all proper test-taking procedures, including those specified in the Terms, as well as any instructions communicated by Consensus or any third parties assisting with the administration of the Academy, including that You will not: (a) cheat or undermine the integrity of  any course or exam offered by Consensus, (b) provide false information in connection with any exam, take any exam for someone else,  permit someone else to take any exam for you, and/or otherwise receive or provide unauthorized assistance with any exam, or (c) copy,  reproduce, remove from any test center, reuse or share any Documentation, including any exam or any part of an exam, or disclose  any test questions or answers; (iii) You shall stay abreast of any updates to the Academy by regularly visiting the Terms page to ensure  Your continued compliance with all Academy updates; (iv) Upon the written request of Consensus, You shall provide Consensus with  examples of any use of the Credentials(s); (v) You shall comply with all laws applicable to Your participation in the Academy, Your use  of the Credential(s), and/or Your distribution, use, and publication of the Credential(s); (vi) If Consensus determines that You have  violated the terms of this Agreement, then upon notice from Consensus, You shall promptly remediate any such issues, or cease use of  all Credential(s) and remove all Credential(s) from any Credential-Related Materials; (vi) In order to retain a Credential, You must  comply with any policies and procedures set forth in the Terms, as may be updated from time-to-time, and successfully complete any  subsequent Credential-specific exams or courses required for Your maintenance of the Credential; (vii) You must not misrepresent  Your certification status, completion of Academy Requirements, or knowledge of Consensus services, and You shall not make any  statements that are contrary to the terms of this Agreement or to any reasonable request by Consensus; (viii) You shall not suggest or  represent that a Credential designation is any warranty or guarantee of Your abilities with regard to any Consensus service; (ix) You  shall not engage in any fraud, misconduct, or engage in anything that negatively affects Consensus or the reputation of Consensus, the  Academy, the Credentials, or the Consensus Marks; and (x) You shall not state, imply, or infer that You, or any third party, has any  relationship with Consensus, including any preferred status, affiliation, endorsement, partnership or recommendation from or by  Consensus. 

  1. FEEDBACK. If You send Consensus any feedback, ideas, or suggestions regarding the Academy, Consensus’s products, or  Consensus services (“Feedback”), such Feedback will be the exclusive property of Consensus, and Consensus may use it for any  purpose. To the extent You own any rights in the Feedback, You agree to assign and hereby do assign to Consensus all right, title and  interest in and to the Feedback, and You acknowledge and agree that Consensus is under no obligation to compensate or credit You for  such assignment. You agree to perform all acts reasonably requested by Consensus to perfect and enforce such rights; provided,  however, that Consensus will reimburse You for direct out-of-pocket costs incurred in complying with Our requests. 
  2. PAYMENT OBLIGATIONS. If You purchase a course or exam, the total fees, including applicable tax, are specified in the  Consensus order form must be paid in advance. All payment obligations are final, non-cancelable and non-refundable (including for any  courses or exams that are not successfully completed or passed). 
  3. TERM. This Agreement will continue until terminated by Consensus. We may terminate this agreement upon five (5) days  written notice if Consensus has reasonable evidence You are in breach of any of the Terms. Consensus may terminate the agreement  immediately, without notice to You, if we have reasonable evidence You are in breach of any restriction found in the Terms which, in  Consensus’ sole discretion, presents an immediate risk to Consensus, other Users, or to the integrity or performance of the Academy  Service. Provided You remain in compliance with the terms and requirements of this Agreement and the Academy requirements, You  are permitted to use the Credential designation for the period indicated on the credential certificate issued to you, from the date  Consensus provides such Credential to You (the “Credential Term”). If You intend to continue using and/or displaying the Credential  beyond the Credential Term, You will be required to successfully complete a recertification Academy which may include the payment of  additional fees. 
  4. TERMINATION. Consensus may terminate this Agreement immediately if Consensus intends to decommission a certain  Credential designation or end the Academy. Additionally, Consensus may immediately terminate this Agreement and/or Your involvement  in the Academy if You breach this Agreement. Upon any termination of this Agreement, all rights and licenses granted to You pursuant  to this Agreement shall immediately terminate, You shall cease all use of the Credential designation(s) and Consensus Marks and remove,  and cause to be removed, all Credential(s) and Consensus Marks from any Credential-Related Materials, and You shall promptly cease  use of or return all Confidential Information (as defined below) and all copies thereof to Consensus. Any and all provisions of this  Agreement that by their express terms or nature and context are intended to survive termination or expiration of this Agreement shall  survive termination or expiration of this Agreement. 
  5. CONFIDENTIAL INFORMATION

14.1 Confidentiality. “Confidential Information” means information and/or materials provided by one party (“Discloser”) to the other  party (“Recipient”), which are identified as confidential at the time of disclosure or, under the circumstances of disclosure, a reasonable  person would understand to be confidential. The following information shall be considered Confidential Information whether or not marked  or identified as such: this Agreement, the Academy, a party’s pricing, product roadmap, product plans, or strategic marketing plans, algorithms, business plans, customer lists, designs documents, drawings, engineering information, financial analysis, forecasts, formulas,  hardware configuration information, know-how, ideas, inventions, market information, processes, products, research, specifications,  software, source code, trade secrets or any other non-public information relating to Consensus products or services including the 

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Consensus product documentation. Recipient may disclose Discloser’s Confidential Information only to Recipient’s affiliates, employees,  officers, directors, advisors or contractors who need to know such Confidential Information and who are under a duty of confidentiality no  less restrictive than Recipient’s duty hereunder. User Content are not Confidential Information. 

14.2 Exclusions. “Confidential Information” does not include information that; (i) Is independently developed by or for the Recipient  without access or reference to, or use of, Confidential Information; (ii) Is lawfully received free of restriction from another source having  the right to furnish such information; (iii) Is or becomes lawfully in the public domain other than through a breach of this Agreement; (iv)  Was known by the Recipient prior to disclosure; (v) Discloser agrees in writing is free of such restrictions; or (f) is generally disclosed by  the Discloser to third parties without a duty of confidentiality. 

14.3 Duties Regarding Confidential Information. At all times during and after the term of this Agreement, Recipient shall: (i) Keep  Discloser’s Confidential Information confidential and not disclose Discloser’s Confidential Information to a third party without the  Discloser’s written consent or as expressly permitted in this Agreement; and (ii) Not use the Confidential Information for purposes other  than the performance of this Agreement. Where disclosure is required by law, such disclosure shall not constitute a breach of this  Agreement provided Recipient gives Discloser reasonable advance notice (if legally permissible) to enable Discloser to seek appropriate  protection of the Confidential Information and discloses only that portion of the Confidential Information that the Recipient is legally  compelled or is otherwise legally required to disclose. Any prior non-disclosure agreement executed among the parties is terminated in  favor of these confidentiality terms. 

14.4 Unauthorized Disclosures. The parties agree that Recipient’s threatened or actual unauthorized disclosures of Confidential  Information may result in irreparable injury for which a remedy in money damages may be inadequate. The parties therefore agree the  Discloser may be entitled to seek an injunction to prevent a breach or threatened breach of this Section without posting a bond. Any such  injunction shall be additional to other remedies available to Discloser at law or in equity.  

  1. DISCLAIMER.  

15.1 CONSENSUS ACADEMY DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ACADEMY  SERVICE AND ALL INCLUDED CONTENT ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND,  WHETHER EXPRESS OR IMPLIED. THE CONSENSUS PARTIES SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES AND  CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY  WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. THE CONSENSUS PARTIES FURTHER  DISCLAIM ANY AND ALL LIABILITY RELATED TO YOUR ACCESS OR USE OF THE ACADEMY SERVICES OR ANY RELATED  CONTENT. YOU ACKNOWLEDGE AND AGREE THAT ANY ACCESS TO OR USE OF THE SERVICES OR SUCH CONTENT IS AT  YOUR OWN RISK 

15.2 CREDENTIAL DISCLAIMER. CONSENSUS MAKES NO WARRANTIES THAT YOU WILL BE AWARDED ANY  CREDENTIALS, THAT YOUR CREDENTIALS OR THE ACADEMY WILL BE MAINTAINED OR RENEWED, OR THAT YOUR  PARTICIPATION IN THE ACADEMY WILL RESULT IN ANY MONETARY OR COMMERCIAL BENEFIT, EXPERTISE RELATED TO  THE CONSENSUS SERVICES, THE SATISFACTORY PERFORMANCE OF ANY CONSENSUS SERVICES, OR OTHERWISE MEET  THE REQUIREMENTS NEEDED TO ADMINISTER OR PROVIDE ANY CONSENSUS SERVICES. EXCEPT AS EXPRESSLY  PROVIDED FOR HEREIN, THE ACADEMY, DOCUMENTATION, THE CREDENTIALS, THE CONSENSUS MARKS, AND ALL  RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY  WARRANTIES OF ANY KIND, AND CONSENSUS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS  OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR  PURPOSE, AND NON-INFRINGEMENT. CONSENSUS’S DECISIONS REGARDING THE ACADEMY, PASSING EXAM SCORES,  GRADING OF EXAMS, AND THE PROVISIONING OF CREDENTIALS ARE FINAL AND ARE MADE IN CONSENSUS’S SOLE  DISCRETION AND CONSENSUS WILL HAVE NO LIABILITY TO YOU FOR SUCH DECISIONS. CONSENSUS SHALL HAVE NO  LIABILITY FOR THE ACTIONS OR INACTIONS OF ANY THIRD-PARTY SERVICE PROVIDERS, INCLUDING TESTING PARTNERS,  USED IN CONNECTION WITH THE PROVISIONING OF THE ACADEMY, COURSES, AND EXAMS AND THE DISTRIBUTION OF  THE DOCUMENTATION. 

  1. LIMITATION OF LIABILITY AND DISCLAIMER OF DAMAGES.

16.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE CONSENSUS PARTIES SHALL NOT BE LIABLE FOR  ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR  REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER  INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE  ACADEMY SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY PARTY OTHER THAN THE APPLICABLE CONSENSUS  PARTY, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT; OR (C) UNAUTHORIZED  ACCESS, USE, OR ALTERATION OF YOUR CONTENT OR INFORMATION. IN NO EVENT SHALL CONSENSUS’ AGGREGATE  LIABILITY FOR ALL CLAIMS RELATED TO THE ACADEMY SERVICES EXCEED TWENTY U.S. DOLLARS ($20).

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16.2 YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET  FORTH IN THIS TERMS OF USE REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND THE  CONSENSUS PARTIES, AND THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS TO CONSENSUS’ ABILITY TO MAKE THE  SERVICES AVAILABLE TO YOU ON AN ECONOMICALLY FEASIBLE BASIS. 

16.3 YOU AGREE THAT ANY CAUSE OF ACTION RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1)  YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. 

  1. INDEMNIFICATION. You shall indemnify, defend and hold Consensus, its affiliates, and its and their respective officers,  directors, employees and contractors harmless from and against any and all claims, losses, liabilities, damages, costs and expenses,  including reasonable attorney’s fees, arising out of, relating to, or caused by: (a) Your use of the Consensus Credential, Your misuse of  Documentation or Consensus Marks, (b) Your violation of the Terms, (c) Your use or attempted or actual use of the Academy Services  in violation of these Terms; (d) Your violation of any law or rights of any third party; or (e) Your User Content, including without limitation  any claim of infringement or misappropriation of intellectual property or other proprietary rights. 
  1. CHANGES TO THIS AGREEMENT OR THE ACADEMY. Consensus may modify this Agreement from time-to-time, effective  upon posting at https://goconsensus.com/consensus-academy-terms/. You may be required to click through, or otherwise  indicated You consent to the modified Agreement to show Your acceptance, provided, however, that Your continued participation in the  Academy (including Your display and promotion of the Credential(s)) after the modification constitutes Your acceptance to the  modifications. If You do not agree to the modified Agreement or Academy, Your sole and exclusive remedy is to cease use of the  Consensus Credential and the Academy Service. 
  2. PRIVACY.  

19.1 Personal Data Collection/Disclosure. As a condition of participating in the Academy and gaining access to a course  or exam, You will be required to provide personal information and personal data to Consensus and Our third party Academy providers (if applicable). Such personal information will be collected at various instances during your participation in the Academy, including, but  not limited to, during registration with Our third-party Academy providers, and may include Your name, contact information and  additional documents or materials sufficient to properly identify You and for the purposes of facilitating and administering the Academy and Your participation therein, including, but not limited to, processing Your Credential, exam scheduling, exam delivery and fee  processing. In order to participate in the Academy, and if Consensus chooses to administer all or part of the Academy with a third-party  provider, You may also be required to consent to the proctoring of any course or exam by Our third party Academy provider, which may  include the monitoring by a certified proctor and recording of Your webcam and computer microphone to collect recordings of Your  image, the contents on Your computer screen, anything on Your desk or in the background of Your webcam, and any sounds audible  during the course or exam. Any such recordings may be shared with Consensus by Our third party Academy provider and will be used  to ensure the integrity of any course or exam. 

19.2 Additional Disclosure. Additionally, and only to the extent applicable, if an entity has purchased Your participation in  the Academy (e.g. Your employer), You hereby authorize Consensus to disclose your personal information and personal data, as well  as information on the courses or exams You have registered for or completed, Your Credential status, and Your User Content with such  third party entity paying for, or providing, Your participation in the Academy Service. If Consensus terminates Your Credential or Your  participation in the Academy, Consensus may notify the entity that has purchased Your participation or use of the Academy of such  termination of Your Credential(s) or this Agreement. From time-to-time, third parties may contact Consensus in order to verify your  Credential status, and You hereby authorize Consensus to disclose information regarding your Credential status to such third parties  seeking verification. Additionally, You acknowledge that Consensus may provide third parties access to information regarding Your  Credential(s) via a publicly available online search tool that is searchable using your personal information, such as, Your first and last  name and/or your email address. 

19.3 Consent. You hereby consent to the storing, transfer and use of Your personal information in accordance with  Consensus’s Privacy Policy located at: https://goconsensus.com/privacy-policy.  

  1. ASSIGNMENT. You may not transfer, lease, sublicense, or assign any of Your rights or delegate Your obligations under this  Agreement, whether by operation of law or otherwise. For the avoidance of doubt, the Credential(s) are personal to You. Consensus  may assign this Agreement in its entirety (including all terms and conditions incorporated herein by reference), without Your consent, at  any time. Any attempted transfer or assignment in violation of the provisions of this Section shall be null and void. 
  2. NO PARTNERSHIP/JOINT VENTURE/AGENCY. You acknowledge that nothing herein shall be construed as creating a  partnership, agency, employment, or any form of joint enterprise based on this Agreement, Your participation in the Academy, or Your  use, display, or promotion of the Credential(s). A Credential does not establish an affiliation between You and Consensus, give You any  preferential treatment over other participants in the Academy, or represent any endorsement or recommendation by Consensus.

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  1. MISCELLANEOUS. No failure or delay by Consensus in exercising any right under this Agreement shall constitute a waiver  of that right. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be  considered modified and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by  law, and the remaining provisions of this Agreement shall remain in full effect. There are no third-party beneficiaries to this Agreement. 
  2. NOTICES. All notices to Consensus under this Agreement will be in writing addressed to Consensus at the address below  and will be deemed to have been duly given: (i) When received, if personally delivered; (ii) The day after it is sent, if sent for next day  delivery by recognized overnight delivery service; or (iii) Upon receipt, if sent by certified or registered mail. Consensus may provide  notice to the email or physical address You provide during registration. 

Consensus Sales, LLC 
125 East Main St. 
Ste. 118 
American Fork 
UT 84003 

With a copy to: legal@goconsensus.com 

  1. ENTIRE AGREEMENT. This Agreement is the parties’ entire agreement and supersedes any prior or contemporaneous  agreements relating to the Academy, the Documentation, the Credential(s), and the Consensus Marks. For the avoidance of doubt,  Consensus’s third-party service providers may require that You agree to additional terms and conditions outside of the scope of this Agreement. You are solely responsible for complying with any such terms and conditions. This Consensus Academy Agreement shall  be governed by the laws of the state of Utah, USA, without regard to the conflict of laws provisions thereof. In the event either of us  initiates an action in connection with this Participation Agreement or any other dispute between the parties, the exclusive venue and  jurisdiction of such action shall be in the state and federal courts in Salt Lake City, Utah.