SENTIO LEARNING ONLINE TRAINING TERMS AND CONDITIONS

PLEASE READ THESE ONLINE TRAINING TERMS AND CONDITIONS (“SENTIO LEARNING TERMS”) CAREFULLY. ANY ENROLLMENT IN SENTIO LEARNING CLASS(ES) BY ENROLLEE OR ANY ACT BY ENROLLEE ACCEPTING THE BENEFITS OF SENTIO LEARNING CLASS(ES) SHALL BE CONCLUSIVE EVIDENCE OF ENROLLEE’S ACCEPTANCE OF THESE SENTIO LEARNING TERMS INCLUDING WITHOUT LIMITATION THE COURSEWARE LICENSE HEREIN CONTAINED. NOTHING CONTAINED IN THE SENTIO LEARNING SERVICES AGREEMENT (HEREINAFTER DEFINED) OR OTHERWISE SHALL BE DEEMED TO CONSTITUTE A REPRESENTATION, GUARANTEE, OR PROMISE THAT A PARTICULAR RESULT WILL BE PRODUCED DUE TO THE SENTIO LEARNING CLASS(ES). ENROLLEE AGREES THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT NEGOTIATED AND SIGNED BY ENROLLEE.

1. Online Training Services. These Sentio Learning Terms apply to the enrollment in Online Training (“Sentio Learning”) classes offered by Sentio Learning LLC, 9457 S. University Blvd, Suite 138, Highlands Ranch, CO 80126, United States by Enrollee. The Sentio Learning Class(es) are further described on the Sentio Learning Website located at http://www.sentiolearning.com

2. Sentio Learning Service Delivery. Sentio Learning, LLC. will not be liable for any Enrollee loss resulting from delays in delivery, scheduling conflicts, or technical issues. Sentio Learning Class(es) are for internal use only and may not be resold, redistributed, and/or used for commercial use by Enrollees.

3. Cancellation; Substitution; Expiration. Sentio Learning, LLC. reserves the right to cancel or reschedule any class at its discretion.

4. Ownership and Proprietary Rights; Courseware; Software License; Codes. The Sentio Learning Courseware consisting of documentation, materials, files and presentation slides are available for download and use for informational, personal and non–commercial use from the Sentio Learning, LLC. Web Site in accordance with the Sentio Learning, LLC. Enrollee further acknowledges and agrees that all copyrights, patents, trade secrets, concepts, techniques or other intellectual property rights associated with any ideas, concepts, creations, designs, engineering details, techniques, inventions, processes, works of authorship, course materials, documentation, Sentio Learning Courseware, developed, created or used by Sentio Learning, LLC. or its personnel in connection with the Sentio Learning Class(es) are and shall remain the sole and exclusive property of Sentio Learning, LLC. and/or its Licensor and are proprietary information of those parties. Sentio Learning, LLC. reserves all rights not expressly granted to Enrollee. Enrollee may not use, copy, modify, or transfer the Sentio Learning Courseware, or any copy thereof. Except as otherwise provided by law, Enrollee may not reverse engineer, disassemble, decompile, or translate the Sentio Learning Courseware, or otherwise attempt to derive the source code or other software which may be related to the Sentio Learning Courseware or Sentio Learning Class(es). Enrollee may not rent, lease, sublicense, assign, loan, sell, or distribute the Sentio Learning Courseware or any part thereof. No right, title, or interest in or to any trademarks, service marks, or trade names of Sentio Learning, LLC. or Sentio Learning, LLC.’s licensors is granted hereunder and any use thereof will inure solely to the benefit of Sentio Learning, LLC. and/or Sentio Learning, LLC.’s licensors. The Sentio Learning Courseware is protected by United States and international copyright law and international treaty. Unauthorized reproduction or distribution is subject to civil and criminal penalties. Enrollee agrees to take adequate steps to protect the Sentio Learning Courseware from unauthorized disclosure or use. All software, including without limitation Sentio Learning, LLC. software, required by Enrollee in connection with the delivery and/or receipt of the Sentio Learning Class(es) are licensed pursuant to the terms and conditions set forth in the software license agreement accompanying such software and such terms and conditions are in addition to these Sentio Learning Terms. Enrollee shall be responsible for compliance with these Sentio Learning Terms as well as compliance with terms of any software license agreement (any breach by any of them shall be treated as a breach by Enrollee), and (ii) administering the proper access to and use of Sentio Learning Class(es) codes, reservation codes and/or similar controls (as well as any volume licensing media) that may be provided to Enrollee and for preventing unauthorized access or use. Enrollee agrees to comply strictly with all applicable export control laws and regulations.

5. Limited Warranty; Disclaimer. SENTIO LEARNING, LLC. EXPRESSLY DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES. SENTIO LEARNING, LLC. IS DELIVERING THE SENTIO LEARNING CLASS(ES) AND SENTIO LEARNING COURSEWARE ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OR REPRESENTATIONS WHATSOEVER, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE AND SPECIFICALLY DOES NOT PROVIDE WARRANTIES WITH RESPECT TO THE USE BY ENROLLEE OF ANY SENTIO LEARNING SERVICES, OR SENTIO LEARNING COURSEWARE. SENTIO LEARNING, LLC. DOES NOT WARRANT THAT THE SENTIO LEARNING CLASS(ES) AND ANY SOFTWARE OR SENTIO LEARNING MATERIALS PROVIDED BY SENTIO LEARNING, LLC. TO ENROLLEE HEREUNDER WILL MEET THE REQUIREMENTS OF ENROLLEE AND SENTIO LEARNING, LLC. ASSUMES NO RESPONSIBILITY FOR THE QUALITY, UTILITY, ACCURACY OR SECURITY OF THE SENTIO LEARNING CLASS(ES), OR SENTIO LEARNING COURSEWARE OR USEFULNESS OF THE SAME FOR ANY PURPOSE. SENTIO LEARNING, LLC. DOES NOT GUARANTEE NETWORK SECURITY. SENTIO LEARNING, LLC. ACCEPTS NO RESPONSIBILITY OR LIABILITY FOR THE SECURITY OF ENROLLEE’S ELECTRONIC ENVIRONMENT. THE OBLIGATIONS AND LIABILITIES OF SENTIO LEARNING, LLC. AND ITS LICENSOR AS SET FORTH HEREIN ARE EXCLUSIVE AND EXPRESSLY IN LIEU OF ALL OTHER OBLIGATIONS, LIABILITIES AND REMEDIES, EXPRESS OR IMPLIED, INCLUDING ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY (COLLECTIVELY, “CLAIMS”) IN TORT, CONTRACT, STATUTE, OR OTHERWISE WHETHER OR NOT ARISING FROM NEGLIGENCE OF SENTIO LEARNING, LLC. OR ITS AFFILIATES, ACTUAL OR IMPUTED. SENTIO LEARNING, LLC. SHALL NOT BE LIABLE FOR ANY SERVICES OR PRODUCTS PROVIDED BY ANY THIRD PARTY VENDORS, DEVELOPERS OR CONSULTANTS IDENTIFIED OR REFERRED TO ENROLLEE BY SENTIO LEARNING, LLC. DURING PERFORMANCE OF SENTIO LEARNING SERVICES, OR OTHERWISE.

6. Indemnification. Enrollee agrees to indemnify, defend and hold Sentio Learning, LLC. harmless from and against any and all loss, damage, liability and expense (including reasonable attorneys fees and costs) arising out of any claim based on the delivery of any Sentio Learning Class(es) or Enrollee’s use of data generated from such Sentio Learning Class(es).

7. Limitation of Liability. Except for breach by Enrollee of its obligations under Sections 4 and 6, and to the extent not prohibited by applicable law: (i) each party’s aggregate liability to the other hereunder will be limited to the greater of (a) the amount paid by Enrollee for the Sentio Learning Class or (b) Five Dollars (US$ 5.00) which is the subject matter of the claims; and (ii) neither party will be liable hereunder for any indirect, punitive, special, incidental or consequential damages even if that party has been previously advised of the possibility of such damage and even if any exclusive remedy provided for in these Terms fails of its essential purpose. BOTH PARTIES AGREE THE LIMITATIONS SET FORTH IN THIS SECTION REFLECTS THE ALLOCATION OF RISK UNDERSTOOD AND AGREED UPON BY THE PARTIES.

8. Relationship. The relationship of Sentio Learning, LLC. and Enrollee established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to (i) give either party the power to direct and control the day to day activities of the other; (ii) deem the parties to be acting as agents, partners, joint ventures, co owners or otherwise as participants in a joint undertaking; or (iii) allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever.

9. Force Majeure; Excused Performance. Sentio Learning, LLC. shall not be liable in any way for any delays in, or any failure of, services performed hereunder due to any wrongful or negligent act or omission of Enrollee or its employees and agents; and/or Enrollee’s failure to follow the Sentio Learning Service requirements. Neither party shall be liable or deemed in default for any delay in performance under this Services Agreement resulting directly or indirectly from acts of God, war, insurrection, national emergency, fires, storms, labor disputes, acts of vandals or hackers, acts of civil or military authority or any other cause beyond the reasonable control of such party.

11. Miscellaneous. These Sentio Learning Terms including any attachments hereto and made a part hereof, constitutes the entire agreement between Sentio Learning, LLC. and Enrollee with respect to the furnishing of Sentio Learning Class(es) and license for the use of the Sentio Learning Courseware and supersedes any prior negotiations, understandings or agreements with respect to the specific subject matter hereof. No other terms and conditions shall be included or implied unless agreed in writing by an authorized representative of the parties. The rights of Sentio Learning, LLC. and obligations of Enrollee under the Sentio Learning Terms shall inure to the benefit of Sentio Learning, LLC.’s assignees, licensors, and licensees. These Sentio Learning Terms are not assignable or transferable in whole or in part by Enrollee without the prior written consent of Sentio Learning, LLC., which consent shall not be unreasonably withheld. The provisions of these Sentio Learning Terms are severable and if any one or more of the provisions hereof are judicially determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions of these Sentio Learning Terms shall be binding. A waiver of any section of these Sentio Learning Terms does not constitute a waiver of the whole Sentio Learning Terms. All notices given pursuant to these Sentio Learning Terms shall be in writing sent by certified or registered mail (return receipt requested), overnight express services or by facsimile. All such notices shall be directed to Enrollee or Sentio Learning, LLC. at the address set forth herein unless either party notifies the other in writing of a new address. The parties agree that these Sentio Learning Terms is an agreement between Enrollee and Sentio Learning, LLC., and creates no obligations to Enrollee on the part of Sentio Learning, LLC.’s Licensor, affiliates, subcontractors, or suppliers. Enrollee expressly relinquishes any rights as a third party beneficiary to any agreements between Sentio Learning, LLC. and such parties, and waives any and all rights or claims against any such third party. Each party is duly authorized and empowered to enter into and perform these Sentio Learning Terms. The parties knowingly and expressly consent to the foregoing terms and conditions.