This ONLINE SERVICES Client Contract (the "Agreement") constitutes a legally binding agreement between BSM Consulting ("BSM") and You ("You" or "Your"). BY CLICKING THE ‘I ACCEPT' BUTTON below, You are agreeing that the terms and conditions of this Agreement, including any changes to this Agreement that BSM may make in its sole discretion in the future, shall govern Your use of the particular BSM website for which You are registering and any servers, computers, or networks used to provide such website (collectively, the "BSM Services"). IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE BUTTON INDICATING THAT YOU ‘DECLINE' MUST BE SELECTED AND YOU MAY NOT ACCESS OR USE ANY PART OF THE BSM SERVICES. 1. License. a. License Grant. Subject to the terms and provisions of this Agreement, BSM grants to You a non-exclusive, limited, revocable, non-transferrable right and license, without right to sublicense, to access and use the BSM Services, including the Internet-based continuing educational modules and related materials provided via the BSM Services solely to (i) access and receive the continuing education training materials made available via the BSM Services ("BSM Training Materials"); (ii) use the BSM Services or any other materials or content made available via the BSM Services ("BSM Content," and together with the BSM Training Materials, the "BSM Materials") for Your internal business purposes; (iii) make a single copy of BSM Materials for back-up or archival purposes; and (iv) to communicate so much of the BSM Materials to Your employees and contractors (each, a "Representative") as is reasonably necessary for You to accomplish Your internal purposes; provided, however, that You shall at all times be solely responsible for the compliance of Your Representatives with the terms of this Agreement. BSM shall have no obligation to modify, amend, provide supplements to, or otherwise to update the BSM Materials. BSM MAY REVOKE ANY OF THE FOREGOING RIGHTS, AS WELL AS ANY MEMBER ACCOUNTS, PASSWORDS, AND/OR ACCESS TO, OR FEATURES OR FUNCTIONS OF, THE BSM SERVICES AN/OR BSM MATERIALS AT ANY TIME AND WITHOUT PRIOR NOTICE. b. License Restrictions. You may not resell, broker, transfer, or otherwise make the BSM Services and/or any BSM Materials available to any third parties, except to Your Representatives for Your own internal business purposes or, with respect to BSM Training Materials, to required third parties as are necessary in order for you to receive the applicable continuing professional education credits. You shall not, at any time: (i) use the BSM Services or any BSM Materials for the purpose of creating product(s) that compete with the BSM Services or in the operation of a service bureau; (ii) modify the BSM Materials; (iii)create derivative works based on the BSM Materials; (iv)use any BSM trademark, logo, service mark or copyrighted material other than with the BSM Materials; (v)assign, pledge, sublicense, or grant any rights in the BSM Materials to any other person or entity; (vi)copy or otherwise reproduce all or part of the BSM Materials except as permitted by this Agreement; (vii) use the BSM Materials to train any person inside or outside Your practice or company except as expressly permitted in connection with the BSM Training Materials; (viii) use the BSM Services in whole or in part, for any purpose that is unlawful or prohibited by these Terms of Use, for any type of solicitation whatsoever, whether commercial or not, or for any commercial purpose, including the collection or harvesting of any personally identifiable information, including Registration Data from the BSM Services or from BSM's systems, networks, or servers, nor to use the communication systems provided by the Community, Website, or Software for any purpose; or (ix) use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc., that accesses BSM Services in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a convention on-line web browser. Notwithstanding the foregoing, BSM grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. BSM reserves the right to revoke these exceptions either generally or in specific cases. 2. Registration and FEES. a. Registration. In order to use the BSM Services, including the BSM Materials, You will first have to create an account ("Member Account"). To create Your Member Account, You must provide true, accurate, current and specific registration information, including Your e-mail address, phone number, and physical address (collectively, the "Registration Data") and You agree to update the Registration Data to keep it current and maintain a valid email address at all times. You can stop receiving e-mail correspondence at any time by using the opt-out link contained at the bottom of all email messages we will send to You. For more information on how we may use Your Registration Data, please carefully read our Privacy Policy. As part of the registration process, You will select a user name and password for Your Member Account. You may not (i) select or use the name of another person with the intent to impersonate that person; (ii) use a name subject to the rights of any other person without authorization; or (iii) use a username that BSM, in our sole discretion, deems inappropriate or offensive. b. Fees. In consideration of Your membership, You agree to pay to BSM the subscription fees for each BSM Service for which You register ("Fees") in accordance with the BSM Payment Policy set forth below. BSM reserves the right to increase or otherwise modify the Fees from time to time, after providing You with no less than thirty (30) days notice, which notice may be via email to the address You provided at the time of registration. c. Passwords. You must maintain the confidentiality of Your username and password. You are solely responsible for any and all use of Your Member Account, whether by You or any Representative using Your Member Account. You agree to immediately notify BSM of any unauthorized use of Your Member Account or any other breach of security. Although BSM will not be liable for Your losses caused by any unauthorized use of Your Member Account, You may be liable for the losses of BSM or others due to such unauthorized use. BSM is not responsible for and You waive any obligation of BSM in connection with the verification or authentication of the identity of any Member who accesses the Service or any misuse of Your Registration Data, including any claims of identity theft. You may not access another Member's Member Account without permission or disclosing Your password to any third party or permitting any third party to access Your account. 3. Termination; INJUNCTIVE RELIEF. You agree and acknowledge that: a. Termination. BSM, in its sole discretion, may terminate Your Member Account(s) if BSM suspects or has reason to believe and/or if a Person otherwise claims that You have been involved with any of the following: i. Illegal activity, including any activity which violates any federal, state, local or foreign constitution, treaty, law, statute, ordinance, rule, code, regulation, interpretation, directive, policy, order, writ, decree, injunction, judgment, opinion, ruling, decision, permit, license, registration and other operating authorizations, or any other requirement of, any federal, state, local or foreign government, legislature, governmental or administrative agency or commission, any self-regulatory association or authority, any court or other tribunal of competent jurisdiction, or any other municipality, governmental authority or instrumentality or quasi-governmental entity or authority, whether currently in effect or hereafter enacted or amended ("Law"); ii. Violation or infringement of any Person's rights, including without limitation, any IP Rights; iii. A breach of any term of this Agreement, including, without limitation, any representation, warranty or covenant made by You in this Agreement; and iv. Otherwise violating BSM's rules or policies or interfering with BSM's business. If You breach any provision of this Agreement, the Limited License shall terminate immediately. b.Injunctive Relief. You agree and acknowledge that if You breach Section 1 of this Agreement, BSM may have no adequate remedy at law and will suffer irreparable harm as a result of such a breach and will therefore be entitled to injunctive relief restraining You from doing any act in violation of Section 1 without the obligation of posting a bond, cash, or otherwise. c. Effects of Termination. Upon such termination, You agree to immediately cease all use of the BSM Services and BSM Materials. The provisions of this Section, in addition to any provisions, which by their nature, are intended to survive, shall survive the termination of this Agreement. 4. BSM's IP Rights. a. You shall not use BSM's name, trademarks, service marks or any other IP Right of BSM in any manner whatsoever to suggest association or affiliation with or endorsement by BSM without the express prior written consent of BSM, which BSM may withhold at its sole discretion, including, without limitation: (i) as a watermark, Internet search engine description, keyword, search term or seeding element with any Internet search engines or keyword-triggered advertising programs; (ii) in metatags or hidden text; or (iii) as a sub domain or second or third level domain name identifier. b. BSM retains all right, title and interest in and to the BSM Materials and BSM Services, including, without limitation, all of BSM's right, title, and interest under and to all trademarks and copyrights, know-how, trade secrets, curricula, text books, reference material, tests, online course material and programming, computer programs, sound files, technology, software, techniques, methods, ideas, and processes incorporated into or delivered via the BSM Services or as part of or in connection with the BSM Training Materials and all other intellectual property rights, whether delivered via CD-ROM, Internet download, or other media, relating to the BSM Service and the BSM Training Materials and all future modifications, refinements, and improvements thereto, and any divisions, reissues, continuations in part, and extensions of the foregoing now or hereafter owned by BSM or under which BSM now has the rights. You hereby assign to BSM all right, title and interest You may be deemed to have therein. All rights not specifically granted to You under this Agreement are expressly reserved by BSM. 5. Confidentiality & Non-Disclosure Obligations. a. In connection with this Agreement, BSM may disclose to You and/or You may otherwise receive or have access to sensitive, confidential, and/or proprietary information of BSM, including, without limitation business and technical information of BSM, the BSM Training Materials, and the content, presentation, and integration of the BSM Services (collectively, "Confidential Information"). Except as permitted by this Agreement, You shall not disclose the Confidential Information to any person. b. BSM does not invite and cannot accept any ideas or information You consider to be confidential and/or proprietary. Except with respect to Your personally identifiable information (as expressly provided for in the "BSM Privacy Policy"), any suggestions, submissions, comments, ideas, concepts, know-how, techniques material or feedback conveyed, offered or transmitted by You to BSM, or otherwise in connection with the BSM Services, (collectively, the "Submissions"), shall be deemed to be non-confidential and non-proprietary and BSM shall have no obligation of any kind with respect to such Submissions, unless otherwise expressly agreed to in a writing executed and delivered by You and a duly authorized officer of BSM. You hereby grant to BSM and its licensees a worldwide, perpetual, non-exclusive, fully-paid up, royalty-free, transferable right and license, with right to sublicense, to reproduce, publicly display, distribute, and perform, transmit, edit, modify, create derivatives works of, publish, sell, commercially exploit, use, and disclose the Submissions for any purpose and in all forms and all media whether now known or to become known in the future. BSM shall have no obligation to compensate You for any such Submissions in any manner. You hereby represent and warrant that: (a) You own or otherwise have the right to grant the foregoing license to BSM with respect to Your Submissions; (b) Your Submissions and any use thereof by BSM will not infringe or violate the rights of any person; and (c) Your Submissions will not contain any unlawful, threatening, abusive, false, libelous, defamatory, obscene, pornographic, profane, or otherwise infringing or objectionable content or material of any kind. You are and shall remain solely responsible for the content of any Submissions You make and acknowledge that BSM is under no obligation to respond to or use any Submission You may provide. 6. MATERIALS DISCLAIMERS AND Required Permits. You assume sole responsibility for obtaining and maintaining all relevant and necessary licenses and permits associated with the legal operation of Your practice business. BSM DISCLAIMS, ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY AND ALL BSM MATERIALS INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR ANY PURPOSE, WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING, and BSM does not warrant or guarantee any particular outcomeAS A RESULT OF use of the BSM Materials. FOR THE AVOIDANCE OF DOUBT, YOU ACKNOWLEDGE AND AGREE THAT ANY FORMS, TEMPLATES, OR OTHER DOCUMENTS PROVIDED VIA THE BSM WEBSITE ARE PROVIDED as GENERALIZED samples only, on an "AS IS" AND "WHERE IS" BASIS INTENDED TO PROVIDE EXAMPLES OF COMMON, GENERAL PRACTICES WITHIN CERTAIN INDUSTRIES. THAT BSM IS NOT A LICENSED ATTORNEY NOR DOES BSM HOLD ITSELF OUT AS OFFERING ANY FORM OF LEGAL ADVICE. NO FORM OR TEMPLATE PROVIDED BY THE BSM SERVICES IS INTENDED TO TAKE THE PLACE OF OR SUBSTITUTE FOR INDEPENDENT LEGAL ADVICE. IF YOU CHOOSE TO USE ANY FORMS PROVIDED BY BSM, YOU AGREE THAT YOU DO SO SOLELY AT YOUR OWN RISK AND WITHOUT RELIANCE UPON ANY CLAIM MADE BY BSM. WE STRONGLY RECOMMEND THAT YOU REVIEW ANY SPECIFIC LEGAL ISSUE OR NEED YOUR BUSINESS MAY HAVE WITH A LICENSED ATTORNEY. 7. INTERACTIVE CONTENT. Certain features of the BSM Services may allow You to post information, ask questions, provide feedback and comments, and otherwise interact with other Members, either through postings or by interacting in real-time. As a condition of Your being permitted to create a Member Account, You agree to abide by any and all rules that we publish in connection with the Community from time to time and at our sole discretion. In compliance with Section 512(c) of the Digital Millennium Copyright Act ("DMCA") and Section 230 of the Communications Decency Act, we reserve the right, but not the obligation, to conduct a limited review of all Member Content for the sole purpose of identifying and rejecting Member Content containing content which is (i) obscene, profane, pornographic, sexually explicit or otherwise objectionable, (ii) commercial in nature, (iii) libelous or defamatory with respect to BSM or any third party, (iv) racially or ethnically or otherwise offensive or hateful to any particular group, (v) on its face, infringing of any third-party's proprietary rights, (vi) encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate, including material that depicts child-pornography, acts of violence, drug use or otherwise illegal acts, and/or (vii) material that is clearly and uncontrovertibly unrelated to the subject matter and purpose of the Community or Website. We have no liability for any information, comment, remark or content made available in the Community by another Member. You acknowledge that all information, data, text, opinions, photographs, graphics, messages, or other materials opinions, statement, recommendation, offers, advice or other information presented or disseminated by other Members, including by posters in the "Ask The Expert" Section of the BSM Services ("Expert") are the sole responsibility their respective authors who are solely liable as the publisher thereof. We do not endorse, approve or otherwise assume any responsibility for any Member Content, including any advice or recommendation provided by an Expert ("Member Content"). Under no circumstances will BSM be liable in any way for any content provided by any member, including by any Expert, including, but not limited to, for any errors or omissions in any Member Content or for any loss or damage of any kind incurred as a result of the use of any Member Content posted, transmitted or otherwise made available via the Community. You agree that You must evaluate and bear all risks associated with Your use of any Member Content, including any reliance on the accuracy, completeness, or usefulness of such Member Content. You acknowledge that You have no expectation of privacy with respect to any Member Comment You submit; if You post any personal information, You may receive unsolicited messages from other Members. BSM reserves the right, but not the obligation, in its sole discretion, to refuse to post or remove any Member Content at any time for any reason. When You post Member Content on the BSM Services, Your username may be visible to other Members and attached to the Member Content that You posted. Please be aware that if You post personal information online that is accessible to other Members, You may receive unsolicited messages from such Members. You represent and warrant that You own or have the necessary licenses, rights, consents, and permissions to use, copy, store, publish, display, and distribute any Member Content You post via the Website or Community or have the written consent, release, and permission of each and every identifiable individual person included in such Member Content to use their name or likeness. The functionality provided to You by Community and the Website is not an archive and we shall have no liability to You or any other person for loss, damage, or destruction to Your Member Content, Registration Data, or any other information submitted by You. You are solely responsible for preventing any loss or damage to and maintaining independent archival and backup copies of any Member Content You submit. By submitting Member Content to the Community, You grant, to BSM, its affiliates and its and their and successor's and assigns, a worldwide, exclusive, royalty-free, sublicenseable, perpetual and transferable license to use, host, reproduce, distribute, combine with information provided by third-parties, prepare derivative works of, display, and perform the Member Content, alone, or as a part of other works, in any form, media, or technology, whether now known or hereafter developed. In submitting Member Content, You hereby grant to BSM, and BSM's successors and assigns, a worldwide, exclusive, royalty-free, sub-licenseable, perpetual and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Member Content in any media formats and through any media channels for any purpose whatsoever. Accordingly, You hereby waive any objection to, such use, distribution, reproduction, display or performance of Your Member Content, and any claim for compensation whatsoever in connection therewith. Such waiver shall include any claim for infringement of any so-called "Moral Right," "Droit Moral" or similar right or interest. 8. REPRESENTATIONS AND WARRANTIES. You represent, acknowledge and warrant that: a. You, Your Products and/or Your Promotions, as applicable, do not and will not, directly or indirectly: (i) invade the right of privacy or publicity of any Person; (ii) contain any libelous, obscene, indecent or otherwise unlawful material; (iii) infringe any IP Rights in any jurisdiction or otherwise contravene any rights of any Person; or (iv) violate any Law. b. You shall not: (i) frame, copy or mirror any content forming part of the BSM Services; (ii) reverse engineer the BSM Services or otherwise attempt to derive its source materials; (iii) access the BSM Services for the purpose of (A) building a competitive product or service, or (B) copy any features, functions or graphics of the BSM Services; (iv) interfere with or disrupt the BSM Services or any data contained therein; (v) attempt to gain unauthorized access to the BSM Services, its related systems or networks; or (vi) use the BSM Services for any unlawful purpose or in violation of the rights of any Person. 8. Indemnification. To the fullest extent permitted by Law, You agree that You shall defend, indemnify and hold harmless BSM, its related parties and affiliates, and its officers, directors, employees, representatives, agents, licensors, attorneys, heirs, successors, and assignees (the "BSM Parties"), from and against any and all damages, liabilities, claims or costs (including, without limitation, the costs of investigation and defense and reasonable attorneys' fees and litigation and court costs) ("Losses") incurred by any BSM Party as a result of Your use of the BSM Services, regardless of whether such Losses are direct, incidental, consequential, punitive or statutory. 9. Limitation of Liability. IN NO EVENT SHALL ANY BSM PARTY OR ITS HEIRS, SUCCESSORS AND ASSIGNS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF, RESULTING FROM, OR IN CONNECTION WITH THIS AGREEMENT AND/OR ANY (A) USE OF OR INABILITY TO USE THE BSM SERVICES, (B) PERSONAL INJURY, PROPERTY DAMAGE, OR LOSSES OF ANY KIND WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND/OR USE OF THE BSM SERVICES, (C) UNAUTHORIZED ACCESS TO OR USE OF ANY AND ALL STORED THEREIN, (D) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE BSM SERVICES, (E) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE BSM SERVICES, WHETHER OR NOT BSM IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND/OR (F) YOUR USE OF THE BSM MATERIALS, INCLUDING ANY TEMPLATE, SAMPLE, FORM OR DOCUMENT MADE AVAILABLE VIA THE BSM SERVICES. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE MAXIMUM CUMULATIVE AND AGGREGATE LIABILITY OF BSM FOR ALL COSTS, LOSSES OR DAMAGES FROM CLAIMS ARISING UNDER OR RELATED IN ANY WAY TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED one hundred dollars ($100).THE LIMITATION OF LIABILITY HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN AND REFLECTS A FAIR ALLOCATION OF RISK. THE BSM SERVICES, AND ANY SERVICES OR INFORMATION OFFERED THROUGH THE BSM SERVICES, WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS AND YOU AGREE THAT THE LIMITATIONS OF LIABILITY AND DISCLAIMERS SPECIFIED HEREIN WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, IN SUCH JURISDICTIONS, YOU AGREE THAT THE LIABILITY OF BSM SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH JURISDICTION. 10. GENERAL terms and conditions. a. Governing Law; Dispute Resolution. You agree that Nevada law will govern this Agreement, other than such laws, rules, regulations and case law that would result in the application of the laws of a jurisdiction other than the State of Nevada, and that any action, suit, proceeding, or claim arising out of or related to this Agreement must be brought exclusively in federal or state courts located in Reno, Nevada. You hereby submit to the in personam jurisdiction and venue of such courts and waive any objection based on inconvenient forum. YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING UNDER OR IN RELATION TO THIS AGREEMENT. b. Our Relationship. This Agreement does not create any relationship of principal and agent, partners, joint venturers, employer and employee, fiduciary or similar relationship between the parties. c. Assignment. BSM may freely assign or transfer any or all of the rights and obligations described under this Agreement without Your consent and without notice to You. You may not assign this Agreement or any of Your rights and duties hereunder without the prior written consent of BSM. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. d. Severability; No Waiver. If any provision of this Agreement, or any portion thereof, is found to be unenforceable or invalid for any reason, such provision shall be severable and shall not impair the enforceability of any other provision of this Agreement. The failure of a party to enforce at any time or for any period of time, any term or condition of this Agreement shall not be construed as a waiver of the same or the right thereafter to enforce such term or condition. e. Survival. The provisions in this Agreement that, by their sense and context are intended to survive performance by either or both parties, shall also survive termination or cancellation of this Agreement. f. Entire Agreement. This Agreement, together with the terms of BSM's Privacy Policy and Terms of Use, which are incorporated herein by this reference, constitutes the entire agreement between the parties relating to the subject of this Agreement and supersedes all previous agreements, promises, representations, understandings and negotiations, whether written or oral, among the parties with respect to the subject matter hereof. Disclaimer. YOU ASSUME ALL RISK AND RESPONSIBILITY FOR YOUR DECISION TO USE THE BSM SERVICES. THE BSM SERVICES AND ALL RELATED SERVICES ARE OFFERED "AS IS" AND BSM DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.