FRIENDS IN FINS POLICIES

These Subscription Services Terms are effective as of November 13, 2024 (the “Terms”).

THIS AGREEMENT IS A BINDING CONTRACT AND GOVERNS THE USE OF AND ACCESS

TO THE SERVICES BY YOU, AGENTS AND END-USERS WHETHER IN CONNECTION

WITH A PAID SUBSCRIPTION OR FREE TRIAL FOR THE SERVICES.

By accepting this Agreement, either by accessing or using the Service, or authorizing or permitting

any User(s) to access or use a Service, Customer agrees to be bound by this Agreement as of the

date of such access or use of the Service (the “Effective Date”). If You are entering into this

Agreement on behalf of a company, organization or another legal entity (an “Entity”), You are

agreeing to this Agreement for that Entity and representing to Friends In Fins that You have the authority

to bind such Entity and its Affiliates to this Agreement, in which case the terms “Customer,” “You,”

or “Your” herein refers to such Entity and its Affiliates. If You do not have such authority, or if You

do not agree with this Agreement, You must not use or authorize any use of the Services. Customer

and Friends In Fins shall each be referred to as a “Party” and collectively referred to as the “Parties” for

purposes of this Agreement.

The purpose of this Agreement is to establish the terms and conditions under which Customer may use

and access the Services as set forth in any Order, Statement of Work or other document signed or agreed

to by the Customer.

Subscription Services Terms

1. License to the Services. Subject to these Subscription Services Terms set forth herein (the “Terms”),

Friends In Fins grants, and Customer accepts a limited, nonexclusive, non-transferable, right for You and

Your employees (the “Users”) to access and use the products and services identified in any Order Form

Which incorporates these Terms (collectively “Services”) during the time period specified in such Order

Form for Your internal training purposes only.

2. License Allocation and Consumption. Customer may allocate an unlimited number of Users to make

use of the Services. A license shall be deemed consumed when a User logs into the Services for the first

time (a “Consumed License”). The number of Consumed Licenses shall not exceed the number of Users

identified in an Order Form for the applicable Service. In the event that Customer deletes a User that

had previously utilized a Consumed License, including any and all data associated with such User,

Customer may re-allocate such license to another User for consumption. For the abundance of clarity,

Any Consumed License for which Friends In Fins continues to store any data whatsoever, irrespective of

continued utilization of such license shall not be available for re-allocation to any other User.

3. Proprietary Rights; Ownership of the Site Content. The contents of the Services, including all text,

images, graphics, logos, video, audio, links, button icons, software and other content (collectively, "Site

Content") is the sole and exclusive property of Friends In Fins and/or its content suppliers. The

compilation (meaning the selection, collection, arrangement and assembly) of all content contained

within the Services is the exclusive property of Friends In Fins. Friends In Fins reserves all rights in and to

the Site Content, except for the limited use rights granted herein.

4. Customer Data. Customer is solely and exclusively responsible for the collection, accuracy, currency,

quality, legality, completeness and use of the Customer Data that is stored within the Services. Customer

represents and warrants to Friends In Fins that: (a) it has all requisite power and authority to execute,

deliver, and perform its obligations under these Terms; and (b) it is sole owner of, or has all rights to use

and provide, the any data, information or material submitted by Customer or its Users in the course of

using the Services, including any third party content submitted or used by Customer under these Terms

(the “Customer Data”). For the abundance of clarity, Customer Data does not include any Anonymized

Aggregated Data as defined and described under these Terms.

5. Improvements. Friends In Fins shall have a fully paid-up, royalty-free, worldwide, transferable, sub-

licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, 

modify, commercially exploit, and incorporate into the Services any suggestions, enhancement requests,

recommendations or other feedback received by Customer or its Users. Friends In Fins also reserves the

right to seek intellectual property protection for any features, functionality or components that may be

based on or that were initiated by suggestions, enhancement requests, recommendations or other

feedback Friends In Fins receives from Customer, the Users, or any other third parties acting on

Customer’s behalf.

6. Restrictions on use. Customer may not and will ensure that the Users will not (i) reverse engineer,

de-compile, disassemble or otherwise attempting to discover the source code or underlying ideas or

algorithms of the Site Content or Services; (ii) modify, translate, or create derivative works based on Site

Content or Services; (iii) rent, lease, distribute, license, sublicense, sell, resell, assign the Services, or

otherwise making the Services or Site Content available to a third party in a manner not expressly

authorized under these Terms; (iv) probe, scan or test the vulnerability of the Services without specific,

written authorization from Friends In Fins; (v) alter, disable, or attempt to circumvent any of the

components or features, including security features, contained in the Services; (vi) access another User’s

account without permission; (vii) access data on the Services not intended for the Customer or the User;

(viii) intentionally distribute viruses, malicious code or other items of a destructive or deceptive nature;

(ix) violate any local, state, federal or foreign law, treaty, regulation or convention applicable to the

Customer in connection with Users' use of the Services; or (x) access the Services for competitive

purposes. The use of defamatory, threatening, hateful, obscene, or abusive language, images or postings

on the Friends In Fins sites is strictly prohibited. Customer is responsible for any breach of these Terms

by its Users.

7. Freemium Content. Customer acknowledges that the Services may contain links to, allow Users to

link to, and/or allow discovery of, content and materials that are freely available on the internet on and

from the Services. Such content and/or materials may include, but are not limited to, articles, papers,

research, blogs, vlogs and videos (collectively “Freemium Content”). As Friends In Fins is not the author,

publisher, licensor or owner of such Freemium Content, Friends In Fins is not liable for any claims

whatsoever regarding such Freemium Content. All content, including Freemium Content, that is

contained within or discoverable from the Services are provided for informational purposes only. Use of

the Freemium Content or any links or references to the same do not constitute an endorsement or

recommendation of any Freemium Content by Friends In Fins. Customer and its Users are solely

responsible for abiding by any terms of use and/or copyright notices posted within or accompanying the

Freemium Content.

8. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, NEITHER

PARTY MAKES ANY WARRANTIES OF ANY KIND, INCLUDING AS TO THE PERFORMANCE

OF THE SERVICES OR THE SERVICES OF ANY THIRD PARTY, WHETHER EXPRESS, IMPLIED,

STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED

WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY

QUALITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE TO THE

MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN THAT EVENT, SUCH EXPRESS

OR IMPLIED WARRANTIES SHALL BE LIMITED IN DURATION TO THE MINIMUM PERIOD

REQUIRED BY APPLICABLE LAW.

9. Friends In Fins Intellectual Property Indemnity. Friends In Fins shall defend and hold Customer harmless from

any third party claim that the Service infringes, a patent, copyright, trademark or trade secret of that third

party, provided that: (i) Friends In Fins is notified promptly of such claim, (ii) You provide reasonable

cooperation and assistance to Friends In Fins, at Friends In Fins’s expense and (iii) Friends In Fins has sole control over the

defense and all negotiations for a settlement or compromise of the claim. The foregoing obligation of

Friends In Fins does not apply with respect to the Services or portions or components thereof that are: (i) not

supplied by Friends In Fins, (ii) used in any manner not expressly authorized herein, or described in the

documentation, (iii) Freemium Content, (iv) modified by anyone other than Friends In Fins, if the alleged

infringement would not have occurred but for such modification, or (v) combined with other products,

equipment, software, where the alleged infringement would not exist but for such combination.

10. Friends In Fins Remedy for Intellectual Property Infringement. In the event that the Service is held by a

court of competent jurisdiction to constitute an infringement, or use of the Service is enjoined or is likely

to be enjoined in Friends In Fins’s sole judgement, Friends In Fins shall, at its sole expense and discretion either: (i)

procure the right for Your continued use of the Service, (ii) provide a modification to the Service so that

its use becomes non-infringing, (iii) replace the Service with alternative software that is substantially

similar in functionality and performance or (iv), if none of the foregoing alternatives is reasonably

practicable, Friends In Fins shall terminate the license to the Service and shall refund the prorated portion of the

fees paid for the period after termination. Sections 9 and 10 state Friends In Fins’s sole liability and Customer’s

exclusive remedy for intellectual property infringement claims.

11. Customer Indemnity. The Customer agrees to indemnify and hold harmless Friends In Fins and its

officers, directors, shareholders, employees and agents from and against losses, liabilities, damages,

claims, taxes, demands, suits, or governmental actions (“Claims”) arising from (i) a third party claim that

Customer Data infringes, misappropriates or violates any copyrights, trademarks, trade secrets or other

proprietary or intellectual property rights of a third party; or (ii) any dispute between Customer and its

Users arising out of or related to such User’s use, access and/or data obtained by Customer from such

User’s use and access of the Services.

12. Direct Damages; Cap. EXCEPT FOR A PARTY’S INDEMNITY OBLIGATIONS OR ONE

PARTY’S BREACH OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, NEITHER

PARTY, ITS SUPPLIERS, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS

SHALL BE LIABLE FOR ANY LOSS, INJURY, CAUSE OF ACTION (WHETHER IN CONTRACT,

TORT ((INCLUDING NEGLIGENCE)) OR OTHERWISE), LIABILITY OR DAMAGE OF ANY

KIND FOR ANY CAUSE RELATED TO OR ARISING OUT OF THESE TERMS, IN EXCESS OF

THE TOTAL FEES AND CHARGES PAID OR PAYABLE BY THE CUSTOMER FOR THE

SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE

THE CAUSE OF ACTION AROSE.

13. Indirect Damages. EXCEPT FOR A BREACH OF ONE PARTY’S BREACH OF THE OTHER

PARTY’S INTELLECTUAL PROPERTY RIGHTS, TO THE MAXIMUM EXTENT PERMITTED BY

APPLICABLE LAW, UNDER NO CIRCUMSTANCES, AND REGARDLESS OF THE NATURE OF

THE CLAIM, SHALL EITHER PARTY (OR THEIR RESPECTIVE AFFILIATES, DIRECTORS.

OFFICERS, EMPLOYEES OR AGENTS) BE LIABLE TO THE OTHER PARTY FOR LOSS OF

PROFITS, SALES OR BUSINESS, LOSS OF USE OR CORRUPTION OF SOFTWARE, DATA OR

INFORMATION, WORK STOPPAGE OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL,

COVER, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE

TRANSACTIONS CONTEMPLATED UNDER THESE TERMS, EVEN IF APPRISED OF THE

LIKELIHOOD OF SUCH LOSSES.

14. Confidential Information. As used herein, "Confidential Information" means all confidential

information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), that is

designated in writing and clearly marked as confidential, or which ought to be understood by a reasonable

person as confidential. Confidential Information does not include information which: (a) is known

publicly; (b) is generally known in the industry before disclosure; (c) has become known publicly, without

fault of the Receiving Party, subsequent to disclosure by the Disclosing Party; or (d) has otherwise

become lawfully known or received by the Receiving Party. The Receiving Party agrees to protect the

Confidential Information of the Disclosing Party in the same manner as it protects the confidentiality of

similar information and data of its own, but in no event less than a reasonable degree of care. Customer

will restrict access to Friends In Fins’s Confidential Information to only those Customer employees and

professional advisors necessary to exercise its rights and perform its obligations under these Terms and

will ensure that all employees and professional advisors are informed of the obligations set forth herein.

The Parties agree that an actual or threatened breach of this Section 14 may cause irreparable harm to the

non-breaching party, for which monetary damages may be inadequate. Therefore, in addition to any other

rights or remedies available, the non-breaching party may seek injunctive relief, including preliminary

injunctive relief.

This Section 14 will not be construed to prohibit the disclosure of Confidential Information if such

disclosure is required by law or order of the court or other governmental authority. If allowable under law

or judicial order, the Disclosing Party will be given prompt notice of the receipt of any subpoena or other

similar request for such disclosure in order to allow it to obtain a protective order in advance of disclosing

such information. In any event, the Receiving Party will only disclose the portion of Confidential

Information that it is legally required to disclose under such law or order.

15. Aggregated and Anonymous Content. The Services, in their normal course of operations, provide

Friends In Fins with aggregated data (such as product or feature usage, skills data, and functionality metrics),

which is anonymized and aggregated with other such anonymized data so that it does not and cannot

contain any information identifiable or attributable to Customer or any User, either alone or in

combination with other data (“Aggregated Anonymous Data”). To the extent that any Aggregated

Anonymous Data is collected, Customer agrees that Friends In Fins may use, store, analyze, and disclose such

Aggregated Anonymous Data, in any manner it sees fit, without Customer’s prior written consent.

16. User Profile. As between the parties, the User Profile information will be deemed Customer

Confidential Information. Notwithstanding the foregoing, Customer acknowledges and agrees that upon

termination of these Terms, or separation or termination of any User that Customer has allowed access to

the Service, each former Users will have the option to maintain his or her User Profile and all information

therein (except for Customer owned or licensed information) on an individual account basis and under a

direct agreement with Friends In Fins. For the purposes of this Section 16, “User Profile” means, collectively,

(a) the username, password, profile picture or other indicia or profile characteristics of a User, and (b) of

the list of courses, videos, articles and other content viewed, downloaded or otherwise accessed by such

User via the Services.

17. Data Protection; Privacy Policy. The Data Processing Agreement is located at

https://www.friendsinfins.com/store-policy/ and will be incorporated in these Terms when

signed by both Parties. Customer acknowledges receipt of Friends In Fins’s privacy policy located at

https://www.friendsinfins.com/store-policy/ . Each User will be prompted to accept such privacy policy

upon initial login.

18. Fees; Late Payment. Unless otherwise set forth in the Order Form, (i) all fees set forth in the Order

Form (the “Fees”) are invoiced annually in advance and are due and payable net thirty (30) days; and (ii)

are non-refundable. The Customer shall be responsible to pay Friends In Fins for all pre-approved costs and

expenses incurred by Friends In Fins in providing any services to the Customer pursuant to these Terms and an

applicable Statement of Work. The Customer agrees to pay such costs and expenses within 30 days of

invoice by Friends In Fins.

Any Fees not received from the Customer by the due date shall accrue late interest charges, at the lower

of, (i) 1.5% of the outstanding balance per month (being 18% per annum), or (ii) the maximum rate

permitted by law, from the date such payment is due until the date paid. Customer shall also pay all sums

expended by Friends In Fins (including reasonable legal fees) in collecting any overdue payments.

19. Taxes. The Fees set forth in any Order Form or Statement of Work issued hereunder do not include

taxes. Except for taxes imposed on Friends In Fins that are based on Friends In Fins’s net income, Customer shall be

responsible for all sales, use, value added, or other taxes or duties, as applicable, payable with respect to

these Terms or arising out of the Services provided to Customer. If Friends In Fins pays such taxes on the

Customer's behalf, the Customer agrees to reimburse Friends In Fins for such payment immediately upon

demand. If any withholding tax is payable on the sums payable to Friends In Fins under these Terms, the

Customer shall pay Friends In Fins such amount as is necessary to ensure that the net amount received by

Friends In Fins after such withholding shall be equal to the amount originally due. In the event that Customer is

tax exempt or has direct pay status, then Customer will provide Friends In Fins with a valid tax exemption or

direct pay certificate authorized by the appropriate taxing authority, simultaneous with the execution of

any Order Form or Statement of Work.

20. Termination; Effects of Termination. These Terms and the associated Order Form(s) may only be

terminated by a Party in the event that the other party commits a breach of a material term and such

breach is not remedied within thirty (30) days of written notice.

Upon termination of these Terms:

(a) each of the Parties shall deliver or destroy all Confidential Information of the other Party

(including, without limitation confidential information and Customer Data) which is in its possession,

care or control (except for information which is required to be kept for backup or data retention purposes,

in which case such information will be kept confidential in accordance with these Terms until the

deletion, and except for User Profiles which Friends In Fins continues to maintain in accordance with Section

16), and upon the other Party’s request provide a written certification of the same

(b) if Friends In Fins terminates these Terms or any Order Form or Statement of Work in accordance with

this Section 20, Friends In Fins reserves all rights and remedies available under law, including but not limited to

collection of those Fees and charges otherwise payable for the remainder of the committed Term set forth

in the Order Form, or the Statement of Work, whether such fees are due to be paid presently or are due to

be paid in the future;

(c) if Customer terminates these Terms in accordance with this Section 20, Customer shall only pay

those Fees that have accrued up to the date of its notice of termination and any prepaid Fees attributed to a

period after termination shall be promptly refunded by Friends In Fins to the Customer;

(d) Any provisions or obligations (including payment obligations) which by their nature shall

continue, will survive termination of these Terms.

21. Service Level Agreement. The Service Level Agreement at

https://www.friendsinfins.com/store-policy/ is incorporated by reference in these Terms.

22. Access and Audit. Friends In Fins shall have the right to remotely access the Customer's instance of the

Services from time to time, for purposes of (i) providing services and/or support, administration,

invoicing; and (ii) to inspect the Customer's utilization of Services so as to ensure Customer's compliance

with the provisions of these Terms. Any access for the foregoing purposes shall be done in a manner that

does not disrupt the use of the Services by Customer.

23. Compliance with Laws. Each Party will comply with all applicable international, federal, state and

local laws and regulations with its use of the Service and in performing its obligations hereunder,

including, but not limited to the laws and regulations of the United States, including export controls and

trade sanctions administered by the US Department of Commerce, the US Department of Treasury Office

of Foreign Assets Control and any other US agency having jurisdiction.

24. Assignment. These Terms and any rights or obligations hereunder, shall not be assigned, sublicensed

or otherwise transferred by the Customer by a change of control of the Customer or by operation of law

without the prior written consent of Friends In Fins which shall not be unreasonably withheld. Friends In Fins may

transfer or assign its rights and obligations hereunder by providing prior written notice to the Customer.

These Terms shall be binding upon and shall inure to the benefit of Friends In Fins and the Customer and each of

their successors and permitted assigns.

25. Independent Contractors. Nothing contained in these Terms shall be deemed or construed as

creating a joint venture or partnership between the parties; no Party is by virtue of these Terms authorized

as an agent, employee or agent representative of the other Party.

26. Governing Law. The rights and obligations of the parties and all interpretations and performance of

these Terms shall be governed by and construed in accordance with the laws of the state of Texas,

without regard to conflicts of laws principles. The parties agree that the provisions of the United Nations

Convention on Contracts for the International Sale of Goods do not apply to these Terms.

27. Notices. Any notices, demands and other communications hereunder shall be in writing and shall be

delivered, sent by electronic transmission, or by mail, registered or certified, return receipt requested,

postage prepaid to the addresses set forth in the Order Form. All notices shall be effective and deemed to

be delivered (i) if mailed, on the fifth business day following such mailing, unless there is an interruption

in the mail, in which case it shall be deemed to have been given when received; or (ii) if delivered or sent

by facsimile or email, on the business day following the date of dispatch or the date of transmission, as

the case may be. Either Party may change the address for notice by giving written notice of such change

to the other Party in the manner provided in this Section.

27. Severability. If any provision of these Terms is held to be unenforceable or illegal by a court of

competent jurisdiction, such provision shall be modified to the extent necessary to render it enforceable,

or shall be severed from these Terms, and all other provisions of these Terms shall remain in full force and

effect.

28. Prevailing Party. In the event of litigation relating to the subject matter of these Terms, the

prevailing party shall be entitled to receive from the other party its reasonable attorneys' fees and costs

29. Marketing. Customer agrees that Friends In Fins may use Customer’s name and logo to identify Customer

as a customer of Friends In Fins's on Friends In Fins's website, and as a part of a general list of Friends In Fins's customers for

use and reference in Friends In Fins's corporate, promotional and marketing literature. Additionally, Customer

agrees that Friends In Fins may issue a press release identifying Customer as a Friends In Fins customer and describing

Customer’s intended utilization and the benefits that Customer expects to receive from use of Friends In Fins's

services. The content of any press release identifying Customer as a customer of Friends In Fins will be subject

to Customer's prior approval, which shall not be unreasonably conditioned, withheld or delayed.

30. Entire Agreement. These Terms inclusive of any document expressly incorporated by reference,

and along with the executed Order Forms or Statements of Work, constitutes the entire agreement and sets

forth the entire understanding between the Parties hereto with respect to the subject matter hereof and

supersedes all prior agreements, covenants, arrangements and discussions with respect thereto. In the

event of an inconsistency between the terms and conditions contained herein and the Order Form(s), the

terms of the Order Form shall govern to the extent necessary to remedy such inconsistency. Any terms

and conditions contained in Customer purchase orders or other documents shall be void and of no force or

effect.