Terms of Purchase

This Student Agreement is a binding agreement between you (“you,” "End User" or "You" or "STUDENT") and by Target Trading Academy and/or its Partners and/or its Associates and/or its Affiliates ("Company" or "Company") related to your education with Target Trading Academy, and/or the applications, technologies or services associated with the Company (the “Education, Applications, and/or Software”). The Education, Applications, and/or Software are licensed, not sold, to you – as a result, this is an agreement for licensing.

COMPANY PROVIDES EDUCATION, APPLICATIONS AND SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM. YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT STUDENT IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE 18 YEARS OF AGE OR OLDER; AND (II) IF YOU, THE STUDENT, ARE A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF STUDENT AND BIND STUDENT TO ITS TERMS.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, COMPANY WILL NOT AND DOES NOT LICENSE THE EDUCATION, APPLICATIONS, AND/OR SOFTWARE TO YOU, AND YOU MUST NOT USE OR DOWNLOAD OR INSTALL THE SOFTWARE, APPLICATIONS OR DOCUMENTATION.

NOT WITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY EDUCATION, SOFTWARE, APPLICATIONS, OR DOCUMENTATION THAT STUDENT DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF COMPANY'S EDUCATION, SOFTWARE OR APPLICATIONS.

1. Definitions. For purposes of this Agreement, the following terms have the following meanings:

"Authorized Users" means the individual, if different from the STUDENT, that has purchased the service or product from Target Trading Academy as a requirement to accessing the Education, Applications, and Software, and are given with specific written authorization to use the Education, Applications, and Software pursuant to the license granted under this Agreement, and may be the same as STUDENT.

"Documentation" means user manuals, technical manuals, videos and any other materials provided by Company, in printed, electronic, or other form, that describe the installation, operation, use, or technical specifications of the Education, Applications, and Software.

"Intellectual Property Rights" means all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

"STUDENT" has the meaning the person who is purchasing the Education, Application, and/or Software.

"License Fees" means the license fees, including all taxes thereon, paid or required to be paid by STUDENT for the license granted under this Agreement.

"Person" means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

“Platform” means programs, software, applications or websites selected by STUDENT to execute trades of any kind and otherwise use in conjunction with the Education, Applications, and Software, including both transactional charting software and a brokerage account (i.e., Ninja Trader, Bluewater Solutions, Sierra Charts);

“Settings” means any and all input settings, parameters, guidelines, risk tolerances and metrics set by the STUDENT and/or Authorized User at his/its/their sole discretion associated with the Software.

"Education, Applications, and Software" means any and all education programs, applications, and software programs for which STUDENT is purchasing a license from Company.

"Term" has the meaning set forth in Section 11.

"Third Party" means any Person other than STUDENT or Company.

2. License Grant and Scope. Subject to and conditioned upon STUDENT's payment of the License Fees and STUDENT's strict compliance with all terms and conditions set forth in this Agreement, Company hereby grants to STUDENT a non-exclusive, non-transferable, non-sublicensable, limited license during the Term to use, solely by and through Authorized User, the Education, Applications, and Software, and Documentation, solely as set forth in this Section 2 and subject to all conditions and limitations set forth elsewhere in this Agreement. This license grants STUDENT the right, exercisable solely by and through Authorized Users, to:

(a) Download, install and use in accordance with the Documentation one (1) copy of the Education, Applications, and/or Software on one (1) computer owned or leased, and controlled by, STUDENT. STUDENT shall not, and shall not allow any Person to, install or use any copy. All copies of the Education, Applications, and/or Software made by the STUDENT:

(i) will be the exclusive property of the Company;

(ii) will be subject to the terms and conditions of this Agreement; and

(iii) must include all trademark, copyright, patent, and other Intellectual Property Rights notices contained in the original.

(b) Use and run the Education, Applications, and/or Software as properly installed in accordance with this Agreement and the Documentation, solely as set forth in the Agreement and the Documentation.

(c) Access, stream, download, and use the content, services and components made available in or otherwise accessible through the Education, Applications, and/or Software, strictly in accordance with this Agreement.

(d) Utilize the Education, Applications, and Software for personal use only.

(e) Transfer any copy of the Education, Applications, and/or Software from one computer to another, provided that:

(i) the number of computers on which the Education, Applications, and/or Software is installed at any one time does not exceed one; and

(ii) STUDENT notifies Company in writing of each such transfer with a verified statement that the Education, Applications, and/or Software is no longer operating and has been completely deleted from the previous computer.

3. Third-Party Materials. The Education, Applications, and/or Software works in conjunction with a Platform, content, data, or other materials that are owned, provided by or received from You or Persons other than Company and that are provided to STUDENT via STUDENT’s arrangements with those third parties, which are different from those contained in this Agreement ("Third-Party Content”), specifically for purposes of trading.

(a) Company is not responsible for the Third-Party Content, or how or if it works with the Education, Applications, and/or Software. You acknowledge that the Third-Party Content will affect the Education, Applications, and/or Software and that Company is not responsible for the effect of such interaction and any result thereof.

(b) Company is not responsible for loss of funds or an improper trade should you be in a trade and or executing a trade while there is an issue with the Platform, Platform servers, or all aspects of the Platform suppling data and connectivity to the you. If you are in a trade, and the Platform becomes non-functional for any reason Target Trading Academy is not and cannot be held responsible for any losses.

(c) Company does not receive remuneration, compensation, or payment of any type from Platform; Company is not an affiliate of nor does Company represent Platform.

4. Use Restrictions. STUDENT shall not directly or indirectly:

(a) use the Education, Applications, and/or Software or Documentation beyond the scope of the license granted under Section 2;

(b) copy the Education, Applications, and/or Software, except as expressly permitted by this License;

(c) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Education, Applications, and/or Software or Documentation or any part thereof;

(d) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Education, Applications, and/or Software or any part thereof;

(e) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Education, Applications, and/or Software or Documentation, including any copy thereof;

(f) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Education, Applications, and/or Software, or any features or functionality of the Education, Applications, and/or Software, to any Third Party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;

(g) use the Education, Applications, and/or Software for commercial, business or brokerage for purposes, including but not limited to investing for others, use for monetary commission or fee based on trades, and investment advising (without the express written permission of Company to do so in an Addendum to this Agreement);

(h) use the Education, Applications, and/or Software or Documentation in violation of any law, regulation, or rule;

(i) use the Education, Applications, and/or Software to educate, promote, disseminate information or news, or otherwise inform others about trading, securities, brokerage, investment or financial opportunities;

(j) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, componentry, or security features in or protecting the Education, Applications, and/or Software; or

(k) use the Education, Applications, and/or Software or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that is to the Company's commercial disadvantage.

Anyone attempting to perform one or more of the unauthorized actions identified above (4.a-k) will also be subject to immediately having any and or all licenses and or programs immediately revoked with no refund. Further, Company reserves the right to pursue legal claim to damages, and you hereby acknowledge said actions will cause damages even if they are not immediately measurable, by performing any of the unauthorized actions above.

5. Responsibility for Use of Education, Applications, and/or Software. STUDENT is responsible and liable for all uses of the Education, Applications, and/or Software and Documentation through access thereto provided by STUDENT, directly or indirectly. The STUDENT is solely responsible for the program, Platform, software or website that it chooses to execute trades and to work with the Education, Applications, and/or Software. Specifically, and without limiting the generality of the foregoing, STUDENT is responsible and liable for all actions and failures to take required actions with respect to the Education, Applications, and/or Software and Documentation by its Authorized User or by any other Person to whom STUDENT or an Authorized User may provide access to or use of the Education, Applications, and/or Software and/or Documentation, whether such access or use is permitted by or in violation of this Agreement.

6. Acknowledgements. STUDENT acknowledges and represents to the Company, as a material inducement to grant this License, that the Education, Applications, and/or Software is:

(a) not executing trades, and the Education, Applications, and/or Software is used in conjunction with a Platform selected by STUDENT and Authorized User to execute trades;

(b) identifying possible trades, and that STUDENT and Authorized User have the free will and autonomy to decide whether or not to purchase, sell, execute a trade or otherwise act independent and utilizing its own judgment;

(c) calculating and otherwise processing information based on the “Settings” set by the STUDENT or the Authorized User, at its own judgment and risk, and the Settings are material to and have a direct impact on the information supplied by the Education, Applications, and/or Software;

(d) receiving information from You, public information, news or a Platform, which is a material part of the calculation and other processing by the Education, Applications, and/or Software, and the STUDENT and Authorized user are solely responsible for the sources, and the validity and accuracy of the information supplied to the Education, Applications, and/or Software;

(e) scoring, flagging, grading, color coding or other indicating and such is merely informational, and not advice, recommendation, approval, authorization, permission, or consent.

(f) scoring, flagging, grading, color coding or other indicating based on the Settings, Third-Party Content, Platform and You.

(g) timing and the decision to execute a trade or otherwise act is with the Authorized User, regardless of the speed, settings or information from the Education, Applications, and/or Software.

(h) for personal use and not licensed for commercial, business or brokerage purposes, including but not limited to investing for others.

(i) is not a security or firewall program, does not enhance your Platform and has its fallibilities to hackers or others looking to take advantage, and that vigilant reviews, security measures and inspections are STUDENT’s sole responsibility;

(j) not to be used in violation of Section 4.

7. Maintenance and Support.

(a) Subject to the other provisions of this Agreement, the license granted hereunder entitles STUDENT to the basic software maintenance and support services described on Company's website (located at www.TargetTrading.co) for each period the STUDENT Fee is paid and there is no breach of this Agreement.

(b) Maintenance and support services will include provision of such updates, upgrades, bug fixes, patches, and other error corrections (collectively, "Updates") as Company makes generally available free of charge to all STUDENTs of the Education, Applications, and/or Education, Applications, and/or Software then entitled to maintenance and support services. Company may develop and provide Updates in its sole discretion, and STUDENT agrees that Company has no obligation to develop any Updates at all or for particular issues. STUDENT further agrees that all Updates will be deemed Software, and related documentation will be deemed Documentation, all subject to all terms and conditions of this Agreement. STUDENT acknowledges that Company may provide some or all Updates via email or download from a website designated by Company and that STUDENT's receipt thereof will require an internet connection, for which connection is STUDENT's sole responsibility. Company has no obligation to provide Updates via any other media. Maintenance and support services do not include any new version or new release of the Software that Company may issue as a separate or new product, and Company may determine whether any issuance qualifies as a new version, new release, or Update in its sole discretion.

(c) Company reserves the right to condition the provision of maintenance and support services, including all or any Updates, on STUDENT's registration of the copy of Education, Applications, and/or Software for which support is requested. Company has no obligation to provide maintenance and support services, including Updates:

(i) for any but the most current or immediately preceding version or release of the Education, Applications, and/or Software;

(ii) for any copy of Software for which all previously issued Updates have not been installed;

iii) if STUDENT is in breach under this Agreement; or

(iv) for any Education, Applications, and/or Software that has been modified other than by or with the written authorization of Company or the original software developer from whom the Company leases or resells the software, or that is being used with any hardware, software, configuration, or operating system not specified in the Documentation or expressly authorized by Company in writing.

(d) Should there be issues with the Education, Applications, and/or Software that are related to the Company, all support services will be completely complimentary until fixed on notification of the necessary support parties referenced above. After initial installation of Education, Applications, and/or Software, should the student need assistance due to an error on the STUDENT’S behalf, the STUDENT is granted one (1) free session of support from the support services. Thereafter, any support will be at billable $150 per hour, as needed for support circumstances created by the STUDENT. Support fees are treated as License Fees, and are due and payable immediately on execution of support – failure to pay support fees will be deemed a breach of this agreement and may result in the immediate termination of this agreement.

8. Collection and Use of Information.

(a) STUDENT acknowledges that Company may, directly or indirectly through the services of Third Parties, collect and store information regarding use of the Education, Applications, and/or Software and about equipment on which the Software is installed or through which it otherwise is accessed and used, including automatic means (including, for example, cookies and web beacons), through:

(i) the provision of maintenance and support services or Updates;

(ii) security measures or as otherwise stated in the Agreement; and

(iii) as stated by the Company on Company's website located at https://www.targettrading.co/privacy-policy.

(b) You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Education, Applications, and/or Software or certain of its features or functionality, and the Education, Applications, and/or Software may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with this Software is subject to our Privacy Policy. By downloading, installing, using, and providing information to or through this Education, Applications, and/or Software, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy at https://www.targettrading.co/privacy-policy.

(c) STUDENT agrees that the Company may use such information for any purpose related to any use of the Software by STUDENT or on STUDENT's equipment, including but not limited to:

(i) improving the performance of the Education, Applications, and/or Software or developing Updates;

(ii) verifying STUDENT's compliance with the terms of this Agreement and enforcing the Company's rights, including all Intellectual Property Rights in and to the Software; and

(iii) as stated by the Company on Company's website located at https://www.targettrading.co/privacy-policy.

9. Intellectual Property Rights. STUDENT acknowledges and agrees that the Education, Applications, and/or Software and Documentation are provided under license, and not sold, to STUDENT.

(a) STUDENT does not acquire any ownership interest in the Education, Applications, and/or Software or Documentation under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement.

(b) Company and its service providers reserve and shall retain their entire right, title, and interest in and to the Education, Applications, and/or Software and all Intellectual Property Rights arising out of or relating to the Education, Applications, and/or Software, except as expressly granted to the STUDENT in this Agreement.

(c) STUDENT shall use commercially reasonable efforts to safeguard all Education, Applications, and/or Software (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access.

(d) STUDENT shall promptly notify Company if STUDENT becomes aware of any infringement of the Company's Intellectual Property Rights in the Education, Applications, and/or Software and fully cooperate with Company in any legal action taken by Company to enforce its Intellectual Property Rights.

10. PAYMENT.

(a) All License Fees are payable in advance in the manner set forth in the contract with Target Trading Academy, and are non-refundable absent section 11(g) of this Agreement (below).

(b) Any renewal of the license or maintenance and support services hereunder shall not be effective until the fees for such renewal have been paid in full.

(c) In addition to all other remedies available to Company as stated herein or under law, Company has the right to disable the Education, Applications, and/or Software without prior notice or consent.

(d) In the event that Student utilizes a third party, including finance company, associated with the License Fee, STUDENT is solely responsible for timely payment and there is no obligation or liability on Company associated with any finance company or third-party payment source.

(e) Any License Fees not paid on time make the entirety of the contract price immediately due and payable from STUDENT to Company.

11. Term and Termination.

(a) This Agreement and the license granted hereunder shall remain in effect for the period paid for (pursuant to the invoice) and shall automatically be extended for each period the License Fee is timely and fully paid, or until terminated as set forth herein, or any other time frame specifically agreed upon between the You and Company in writing (the "Term").

(b) STUDENT may terminate this Agreement by ceasing to use and destroying all copies of the Software and Documentation.

(d) Company may terminate this Agreement, effective immediately, if STUDENT files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property.

(e) Upon expiration or earlier termination of this Agreement, the license granted hereunder shall also terminate, and STUDENT shall cease using and destroy all copies of the Education, Applications, and/or Software and Documentation.

(f) No expiration or termination shall affect STUDENT's obligation to pay all STUDENT Fees that may have become due before such expiration or termination, or entitle STUDENT to any refund unless specifically agreed to by Company.

(g) Company does reserve the right to terminate the Agreement, refund further, or make modifications to the STUDENT’s payment plan, so long as those changes are mutually agreed to with the Company and STUDENT. This does not limit STUDENT’s obligations and responsibilities under this Agreement.

12. Service Agreement, Limited Warranties, Exclusive Remedy, and Disclaimer.

(a) Service Agreement: Company and You agree that Education, Applications, and/or Software will work once properly downloaded for the Term of the License; and if Education, Applications, and/or Software does not work properly on correct installation, You are responsible for contacting Target Trading Academy’s lessor of the Education, Applications, and/or Software for purposes of correct and functional installation. For purposes of Service, you will use the following email for contact and will receive a reply within 48 hours:

(b) Email SUPPORT@TARGETTRADINGACADEMY.COM, and you will receive a Triage Appointment, which is a diagnostic appointment to determine the best course of action for your issue.

(i) For prompt service, please include your phone number and a brief description of the issue you are having when sending in the service email, and the title to the email must be “Service Request.” If you are on NinjaTrader software, the service request should also include your license number/Machine ID.

NOTE: Should there be issues with the Education, Applications, and/or Software that are related to the Company are further described in Section 7, above.

(c) The Service Agreement set forth in Section 12 not apply and will become null and void, and Company reserves the right to immediately shut all STUDENT access and function of Education, Applications, and/or Software off, if STUDENT breaches any provision of this Agreement, or if STUDENT, any Authorized User, or any other Person provided access to the Education, Applications, and/or Software by STUDENT or any Authorized User, whether or not in violation of this Agreement:

(i) installs or uses the Education, Applications, and/or Software on or in connection with any hardware or software not specified in the Documentation or expressly authorized by Company in writing;

(ii) modifies or damages the Education, Applications, and/or Software, or the media on which it is provided, including abnormal physical or electrical stress; or

(iii) misuses the Education, Applications, and/or Software, including any use of the Software other than as specified in the Documentation or expressly authorized by Company in writing.

(d) If, during the period specified in Section 12(a), any Education, Applications, and/or Software covered by the Service Agreement set forth in such Section fails to perform substantially in accordance with the Documentation, and such failure is not excluded from coverage pursuant to the Section 12(b), Company will, subject to STUDENT's promptly notifying Company in writing of such failure, at its sole option, either:

(i) repair or replace the Education, Applications, and/or Software, provided that STUDENT provides Company with all information Company requests to resolve the reported failure, including sufficient information to enable the Company to recreate such failure; or

(ii) refund the License Fees paid for such Education, Applications, and/or Software, subject to STUDENT's ceasing all use of and, if requested by Company, returning to Company all copies of the Software, if and ONLY if STUDENT has completed ALL of the following steps:

(A) STUDENT has completed or deemed graduated from the “First 100” trade reviews to the “Money Management I” program, and

(B) Attended a minimum of 10 (ten) RampUp with Randall classes or purchased and attended the AMP Mentorship program.

(e) Refunds of License Fees are not paid for Applications or Software purchases of 3 months (90 days) or less. These are considered trial subscriptions, and as a result are NON-REFUNDABLE.

(f) If Company repairs or replaces the Education, Applications, and/or Software, the Service Agreement will continue to run from the STUDENT's receipt of the repair or replacement, and will have considered paused at the time of notification of Company until that repair or replacement is put in place.

(g) The remedies set forth in this Section are STUDENT's sole remedies and Company's sole liability under this Agreement.

(h) THE EDUCATION, APPLICATIONS, AND/OR SOFTWARE AND DOCUMENTATION ARE PROVIDED TO STUDENT "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE COMPANYS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE EDUCATION, APPLICATIONS, AND/OR SOFTWARE AND DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED EDUCATION, APPLICATIONS, AND/OR SOFTWARE WILL MEET THE STUDENT'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

(f) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR THESE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

13. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:

(a) IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE COMPANYS OR SERVICE PROVIDERS, BE LIABLE TO STUDENT OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE EDUCATION, APPLICATIONS, AND/OR SOFTWARE; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) IN NO EVENT WILL COMPANY'S AND ITS AFFILIATES', INCLUDING ANY OF ITS OR THEIR RESPECTIVE COMPANYS' AND SERVICE PROVIDERS', COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENTOR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO THE COMPANY PURSUANT TO THIS AGREEMENT.

(c) THE LIMITATIONS SET FORTH IN SECTION 13(a) AND SECTION 13(b) SHALL APPLY EVEN IF THE STUDENT'S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

(d) STUDENT AND AUTHORIZED USER WAIVE ANY CLAIM AND DAMAGES RELATED TO OR ARISING OUT OF A DELAYED, FAILED, IMPROPER, INCORRECT, FAULTY, NEGLIGENT, MISLEADING OR DEFICIENT TRADE OR EXECUTION OF A TRADE, INCLUDING THE LOSS OF MONEY FROM SUCH.

14. Indemnification. STUDENT agrees to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to your use or misuse of the Education, Applications, and/or Software or your breach of this Agreement, including but not limited to the content you submit or make available through this Education, Applications, and/or Software.

15. Miscellaneous.

(a) All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of Florida in each case located in County of Broward, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.

(i) Mediation & Arbitration. STUDENT agrees prior to bringing any action in a court, STUDENT will first make written demand to the Company identifying the default or other claim, demand mediation in the next 90 days from receipt of notice. The parties, if the Company elects to mediate, cooperate to mediate within those 90 days. Failure to select a date within 90 days is not a waiver of the condition precedent to mediate. If the mediation is waived or unsuccessful, STUDENT agrees to arbitrate this matter before a single arbitrator with the American Arbitration Association in Fort Lauderdale, Florida and STUDENT shall be responsible for all fees and costs, except Company’s share of the arbitrator’s fees associated with his/her time. The sole exclusion of arbitration is the right to go to court for any injunctive remedy only for a breach of this Agreement or law.

(b) Company will not be responsible or liable to STUDENT, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning, or STUDENT equipment, loss and destruction of property, or any other circumstances or causes beyond Company's reasonable control.

(c) All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by facsimile or email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (iv) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to 800 Village Square Crossing STE 118, Palm Beach Gardens, FL 33410, and the STUDENT at the addresses set forth on the invoice (or to such other address as may be designated by a party from time to time in accordance with this Section.

(d) This Agreement, together with any order forms, all annexes, schedules, and exhibits attached hereto and all other documents that are incorporated by reference herein, constitutes the sole and entire agreement between STUDENT and Company with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

(e) STUDENT may not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Company's prior written consent, which consent Company may give or withhold in its sole discretion. No delegation or other transfer will relieve STUDENT of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section is void. Company may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without STUDENT's consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

(f) This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

(g) This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(h) If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

(i) For purposes of this Agreement, (a) the words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole; (d) the word “he”, “she”, “it” or “their” shall be limiting based on gender or individual versus entity status. Unless the context otherwise requires, references herein: (x) to Sections, Annexes, Schedules, and Exhibits refer to the Sections of, and Annexes, Schedules, and Exhibits attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

(j) The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

16. By accepting the Education, Application, and/or Software from Company, STUDENT is agreeing to these terms and conditions.