Terms and Conditions

1. Definitions.
   1. “Affiliate” of a party means an entity controlling, controlled by, or under common  control with, that party.
   2. “Company” means CertWallet Software, Inc.  or its subsidiary (ies) or  affiliates(s).
   3. “Contract” means the written or electronic invoice, purchase order, contract, course  registration or agreement between the Company and Purchaser for the sale/purchase  of Services.
   4. “Purchaser” means the party designated as such on the face of the purchase order,  contract or agreement and includes its successors, permitted assigns and legal  representatives to whom the Company agrees to provide Services to in accordance  with these Terms and Conditions.
   5. “Services” means any work or service specified or referred to in the Contract.
   6. Price. Prices for Services reside in annual memberships packages customers choose to select. Once paid, annual memberships are non-refundable. Services are rendered towards recertifying and managing members certifications and training needs.
   7. Taxes. Unless otherwise explicitly set forth in the Contract, Purchaser’s price shall be  exclusive of, and Purchaser will bear and pay any and all applicable taxes on the Services.

1. Warranty. Company’s only warranty of Services, other than that set forth in the Contract, in  writing, and mutually agreed to by the parties, is that the Services delivered hereunder  shall be performed in a professional and workmanlike manner in accordance with  general prevailing industry standards. Such warranties are exclusive and in lieu of all  other warranties relating to the provision of the Services. All other warranties related  to the Services are disclaimed pursuant to the Warranty Disclaimer, below.  Notwithstanding anything herein or in the Contract to the contrary, any warranty  provided by Seller is contingent upon the proper use of the Services by Purchaser. All  warranties provided hereunder extend only to the Purchaser and no other person or  entity.
2. Warranty Disclaimer for Services: Under no circumstances and in no event will  Company be liable for not passing the training assessment, certification exam, or any  other related evaluation of graded or non-graded metrics. Further, under no  circumstances and in no event will Seller be liable for punitive, special, multiplied  consequential or liquidated damages of any kind, whether based upon warranty,  contract, strict liability, negligence or any other cause of action arising in connection  with the design, sale or use of the Services. Purchaser hereby acknowledges and  agrees that under no circumstances, and in no event, shall Seller’s liability, if any,  exceed the net sales price of the Services as set forth in the Contract.
3. Performance of Services. Company shall perform the Services as set forth in the course  outline. Company reserves the right to change the trainer or the content of the training sessions  as long as the objectives of the training are not compromised. Company may make reasonable
4. changes to the date, time or location of the performance of the Services upon prior notice to  Purchaser. Changes that are beyond the control of the company, like acts of god, natural disaster,  country or state issues, delayed flights, hospitalizations or any other major unforeseeable delay in  services will be made known to the client as soon as possible. All efforts to reschedule the  training right away will be made. The company is not liable for any unforeseen delays out of the  company’s control. Company is not responsible for any presenters’ or participants’ statements,  acts, materials, or omissions. The use of audio or video recording devices is not permitted at any  activity. Trainers and content are subject to change without notice in the event of circumstances  beyond our control.

1. Force Majeure. Company will not be liable for any default or delay in the performance of  the Services when such default or delay results either directly or indirectly from any  unforeseeable cause beyond the Company’s control including, without limitation: instructor  illness or inability to attend, fire; flood; war; acts of the public enemy, or acts of God. Company  shall not be liable for any loss, cost, penalty or any consequential, incidental or other damages of  any kind occasioned by or arising or resulting from any default or delay in delivery by Company,  whether or not said loss, cost, penalty or damage was reasonably foreseeable. Before exercising a  right to termination under this Section, Company shall make reasonable efforts to reschedule the  event, with Purchasers consent. Any such rescheduled event shall be subject to the terms and  conditions of the existing contract or course registration.
2. Termination. Company reserves the right, by written notice to cancel any course  registration without liability to Company in the event of (i) insolvency of Purchaser; (ii) the  filing of an involuntary petition of bankruptcy by Purchaser; (iii) the filing of an involuntary  petition to have Purchaser declared bankrupt; (iv) the appointment of a receiver or trustee for  Purchaser; or (v) the execution by Purchaser of an assignment for the benefit of creditors.  Company may cancel the Contract in the event that Purchaser fails to cure a breach of the  Contract within five (5) days of receipt of notice of such breach. Purchaser shall be liable for  Company’s damages in connection with such breach or failure to perform including  consequential damages reasonably foreseeable by Purchaser or of which Purchaser was apprised  by Company, provided, however, the Purchaser shall not be responsible for delays or defaults  occasioned by Force Majeure, as defined above, but in the event of such occurrence, Company  reserves the right to cancel the registration without liability upon receipt of notice from  Purchaser or such Force Majeure event.
3. Relationship of the Parties. All Services provided hereunder are provided by the Company as  an independent contractor.
4. No solicitation of Company Personnel. Purchaser acknowledges that the Company has  expended substantial time and effort in providing its employees and contractors with valuable  training and information. Purchaser agrees that, without Company’s prior written consent,  Purchaser will not, directly or indirectly, employ, solicit the employment of, or in any way retain  the services of any Company employee or contractor. Further, should any employee or contractor  leave Company’s, it is agreed that Purchaser will neither employ or contract with such individuals  for a period of one year following the termination of such individuals’ relationship with  Company. The parties agree that a breach of this provision will cause irreparable harm to  Company and that Company will be entitled to injunctive relief without the requirement of  posting bond or the necessity of proving any actual harm. The parties further agree that in the  event of a breach of this provision, the damages that will be incurred by Company will be an  amount equal to 150% of any annual compensation at the time of the breach.

1. Miscellaneous Terms
   1. Waiver. Failure, delay or waiver by either party of any of the terms or conditions  herein shall not operate as or be considered to be either a waiver or forfeiture of such  rights by such party of any other term of condition hereof, or of any subsequent  breach by either party.
   2. Governing Law. These Terms and Conditions and all Contracts shall be governed by  the laws of the State of Maryland, without reference to choice of law or conflicts of  law. The parties shall attempt to negotiate, in good faith, any disputes arising under  this Contract. Any and all disputes related to the interpretation or enforcement of this  agreement will be brought in the state or federal courts located in Sheridan, WY. and the parties hereby acknowledge and consent to the jurisdiction of such court.  Purchaser hereby waives any and all objections that it might otherwise have as to  personal jurisdiction or venue in any of the above tribunals.
   3. Complete Agreement. These Terms and Conditions, and any Contract which attaches,  incorporates or otherwise references these Terms and Conditions, together set forth  the entire understanding between the parties with respect to the subject matter hereof  and supersede all other prior negotiations, commitments between the parties, whether  written or oral. These Terms and Conditions shall apply and constitute a binding  obligation on the parties on the earlier delivery of signed acknowledgment,  commencement of performance or shipment according to schedule of all or any  portion of the products covered under this Contract, by Company. Purchaser  acknowledges that it is not relying upon, and has not been induced by, any  representation, warranty, statement made by, or other information provided by  Company in connection with its decision to purchase or use the Goods, other than  those set forth in this Agreement.
   4. Amendment. Neither these Terms and Conditions nor the Contract may be modified  without written agreement of the Parties
   5. Severability. If any provision herein or in a Contract is held by a court of competent  jurisdiction to be invalid or unenforceable, the remainder of the Terms and  Conditions or Contract shall not be affected thereby and shall continue in full force  and effect the same as if the invalid or unenforceable provision had not been included  in the first instance.
   6. Successors. This Agreement shall be binding upon and inure to the benefit of all  successors and permitted assigns.
2. Publicity Rights
   1. Client grants Company the right to include Client’s name and/or logo in a list of its  customers, which may be publicly displayed on Company’s Website and in  promotional materials for Company’s Products together with other customers of  Company.
   2. Client may terminate the publicity right granted in Section 15(a) above or request to  be excluded from appearing in Company’s public list of clients, Website, or

promotional materials at any time by submitting a written request via email to:  operations@getCertWallet.com or by regular mail sent to the address indicated above. Company shall comply with that termination or request within ten (10) business days  from receipt of such notice.