ExpandShare Subscription and License Agreement

PLEASE READ THIS SUBSCRIPTION AND LICENSE AGREEMENT CAREFULLY. BY CLICKING ON THE CHECK BOX NEXT TO THE STATEMENT “I ACCEPT THE TERMS OF THIS SUBSCRIPTION AND LICENSE AGREEMENT,” YOU AGREE TO THIS SUBSCRIPTION AND LICENSE AGREEMENT.

This Subscription and License Agreement (this “Agreement”) is a legally binding agreement between Expand, LLC, an Ohio limited liability company (“Expand”) and you, the end user (“You” or “Your”) for Your use of an online training and operations platform owned and provided by Expand and which is used to provide training and operations tools and content to users via a web, iOS, or Android app that allows users to create and edit online training and cheklists, assign it to groups of users, view reports, and track progress (“ExpandShare”).

You and Expand agree as follows:

1. USE OF EXPANDSHARE AND THE SERVICES IN GENERAL.

1.1 The Services. This Agreement is for use of ExpandShare, the downloadable version of ExpandShare and Expand’s website (https://www.expandshare.com/) (collectively, the “Services”) and for the courses, checklists, videos, information, documents, software, products, and services (the “Content”) produced and owned by Expand and made available to You in the course of using the Services.

1.2 Acceptance. By clicking " I ACCEPT THE TERMS OF THIS SUBSCRIPTION AND LICENSE AGREEMENT", You agree to these terms. If You do not agree to this Agreement, then Your sole remedy is to cease using the Services.

1.3 Eligibility. You must be 18 years old or older to administer the Services, and by being an administrator, You are stating that You are 18 years old or older.

1.4 Services Subscription. During the Term (defined below), You may access and use the Services pursuant to Expand’s policies posted on its website at http://www.expandshare.com, as such policies may be updated from time to time.

1.5 Company Authority. Unless expressly stipulated in writing between the parties, You are entering into this Agreement on behalf of Your company, and You agree that: (a) You have the full right, power, and authority to enter into this Agreement on behalf of Your company and authorize the rights, licenses, and consents as contemplated under this Agreement; (b) the execution of this Agreement by You has been duly authorized by all necessary corporate or organizational action of Your company; and (c) when executed by both parties, this Agreement will constitute the legal, valid, and binding obligation of each party, enforceable against such party in accordance with its terms.

2. EXPANDSHARE.

2.1 License. Expand hereby grants You a limited, nonexclusive, nontransferable, revocable right to use the Services, solely for Your internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to You are reserved by Expand and its licensors. You shall not access the Services if You are a direct competitor of Expand, except with Expand’s prior written consent. In addition, You shall not access the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. You agree that the Services are licensed, not sold.

2.2 Restrictions. You shall not: (i) license, sublicense, sell, rent, resell, transfer, assign, distribute, publish or otherwise make available to any third party the Services or the Content in any way; (ii) copy, modify, or make derivative works or improvements of the Service or the Content; (iii) create Internet “links” to the Services or Content or “frame” or “mirror” any Services or Content on any other server or wireless or Internet-based device; (iv) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services, in whole or in part; (v) bypass or breach any security device or protection used by the Services or access or use the Services other than by the use of Your authorized means; (vi) input, upload, transmit, or otherwise provide to or through the Services, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code; (vii) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, or Expand’s provision of services to any third party, in whole or in part; (viii) remove, delete, alter, or obscure any copyright, trademark, patent, or other intellectual property or proprietary rights from any Services; (ix) access or use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party or that violates any applicable law; (x) access or use the Services for purposes of competitive analysis of the Services, the development, provision, or use of a competing software service or product, or any other purpose that is to Expand’s detriment or commercial disadvantage; or (xi) otherwise access or use the Services beyond the scope of the authorization contemplated by Expand.

2.3 Harmful Code. “Harmful Code” means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby.

3. YOUR CONTENT AND PRIVACY.

3.1 Your Files. “Your Files” means any specific files, data, information, videos, or materials provided or submitted by You to Expand or the Services in the course of using the Services.

3.2 Permission from You. Expand and You state that You own all right, title, and interest in all of Your Files. You further state that such posting or submission of Your Files does not violate or constitute infringement of any patent, copyright, trademark, trade secret, right of privacy, right of publicity, moral rights, or any other intellectual property right, or otherwise constitute a breach of any agreement with any other person or entity. By posting or submitting Your Files to the Services, You are granting Expand a non-exclusive, royalty-free, perpetual, transferable, sublicensable, and worldwide license to use Your Files, including, without limitation, the right to copy, distribute, transmit, reproduce, edit, translate, publish, reformat, and to otherwise incorporate such content and materials into a collective work, but only to the extent necessary for Expand to provide You with the Services. You further waive any and all moral rights in and to Your Files in favor of Expand, to the extent necessary for Expand to provide You with the Services.

3.3 DMCA Policy. The parties agree to abide by the terms of the Digital Millennium Copyright Act policy (“DMCA Policy”) found at https://www.expandshare.com/dmca.

3.4 Privacy Policy. In addition to this Agreement, Your use of and access to the Services are governed by Expand’s Privacy Policy, which can be found at https://www.expandshare.com/privacy.

3.5 Feedback. You may, at Your sole discretion, provide Your input regarding the Services, including, without limitation, feedback, comments, or suggestions (collectively “Feedback”). Expand shall be entitled to use Feedback for any purpose without notice, restriction, or remuneration of any kind to You.

4. YOUR RESPONSIBILITIES & RESTRICTIONS.

4.1 Accounts and Security. Access to or use of certain portions and features of the Services may require You to create an account (“Account”). You state that all information provided by You is current, accurate, complete, and not misleading. You further state that You will maintain and update all information provided by You to ensure accuracy on a prompt, timely basis. You are entirely responsible for maintaining the confidentiality and security of Your account, including Your password. Accounts are not transferrable. You agree to promptly notify Expand if You become aware or suspect any unauthorized use of Your account, including any unauthorized access or attempted access.

4.2 Compliance with Laws. In using the Services, You shall comply with all applicable laws, including laws governing the protection of personally identifiable information and other laws applicable to the protection of Your Files.

4.3 Communications from Expand. You consent to receive email and/or text messages from Expand in connection with Your use of the Services. Standard text messaging charges required by Your mobile carrier will apply to text messages we send You. You may “unsubscribe” to such messages by following the opt out procedures identified in the email or message.

5. EXPAND INTELLECTUAL PROPERTY.

5.1 Expand Technology Defined. “Expand Technology” means all of Expand’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs, and other tangible or intangible technical material or information) made available to You by Expand in providing the Services.

5.2 Intellectual Property Rights Defined. “Intellectual Property Rights” means any unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

5.3. Expand Intellectual Property Rights. Expand (and its licensors, where applicable) shall exclusively own all right, title, and interest, including all related Intellectual Property Rights, in and to the Expand Technology, the Content and the Services and any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by You or any other party relating to the Services. This Agreement is not a sale and does not convey to You any rights of ownership in or related to the Service, the Content, the Expand Technology or the Intellectual Property Rights owned by Expand. All other rights in and to the Services are expressly reserved by Expand.

5.4 Your Company Intellectual Property Rights. Your company (and its licensors, where applicable) shall exclusively own all right, title, and interest, including all related Intellectual Property Rights to the Content that is owned by Your company or licensed to Your company that Your company uploads to Expand Technology. Expand will not use, sell, or copy any content for any purpose other than providing Service to Company.

6. AVAILABILITY; DISCLAIMERS; LIMITATIONS OF LIABILITY.

6.1 Availability. Subject to the terms and conditions of this Agreement, and with the exception of the Permitted Exceptions, Expand shall use commercially reasonable efforts to make the Services available at least ninety-nine percent (99.0%) of the time as measured over the course of each calendar month during the Term of this Agreement. “Permitted Exceptions” means (a) access to or use of the Services by You that does not strictly comply with this Agreement; (b) issues with Your Internet connectivity; (c) Force Majeure Events (defined below); (d) failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other matter not supplied or directly controlled by Expand; and (e) routine scheduled downtime for system maintenance.

6.2 Warranty Disclaimers. WITH THE EXCEPTION OF SECTION 6.1 OR AS OTHERWISE EXPRESSLY STIPULATED IN THIS AGREEMENT, ALL SERVICES ARE PROVIDED “AS IS” AND EXPAND HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND EXPAND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, EXPAND MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS. WITHOUT LIMITING THE FOREGOING, THE PARTIES AGREE THAT EXPAND’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND, ACCORDINGLY, EXPAND IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS BEYOND ITS REASONABLE CONTROL.

6.3 Exclusion of Damages. IN NO EVENT WILL EXPAND BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (d) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

6.4 Cap on Monetary Liability. IN THE EVENT YOU PAID ANY FEES TO EXPAND, IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF EXPAND UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY YOU TO EXPAND UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE ON WHICH A CLAIM FIRST AROSE. FOR THE PURPOSES OF THIS PROVISION, “THE DATE ON WHICH A CLAIM FIRST AROSE” WILL BE THE DATE IN WHICH YOU GIVE WRITTEN NOTICE TO EXPAND OF SUCH A CLAIM. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

6.5 Interactions with Other Users. You agree that You are solely responsible for Your transactions or other interactions, either through the Services or through other means of communication, with other users of the Services. You agree that that Expand has no liability for any such interactions. Expand may monitor or become involved in disputes between You and other users of the Services but has no obligation to do so. Further, You explicitly agree that Expand does not have any responsibility to verify the accuracy of any content or materials submitted by any third party to the Services, including other users.

6.6 Third Party Sites and Content. The Services may contain hyperlinks to other websites operated by parties other than Expand, which are beyond Expand’s control. Expand does not control, is not responsible for examining or evaluating, and does not warrant the offerings of, any of these businesses or individuals or the content of outside hyperlinks. Expand does not assume any liability for the actions, product, or content of any of these and any other third parties. Expand also does not assume, and expressly disclaims, all liability for any Harmful Code or other malfunctions caused by, resulting from, existing within, or in connection with such third party sites and any links thereto.

6.7 Data Backup. EXPAND HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF YOUR DATA, WITH THE EXCEPTION THAT ANY SUCH LOSS, ALTERATION, DESTRUCTION, DAMAGE, OR CORRUPTION IS DIRECTLY AND SOLELY CAUSED BY EXPAND’S NEGLIGENCE.

7. INDEMNIFICATION.

7.1 Indemnification. Each party (in such capacity, the “Indemnifying Party”) shall defend, indemnify, and hold harmless the other party (in such capacity, the “Indemnified Party”) and the Indemnified Party’s officers, directors, and employees from any and all damages, losses, liabilities, costs, and expenses, including reasonable outside attorneys’ fees, incurred by such Indemnified Parties in connection with any third-party action, claim, or proceeding (each, a “Claim”) arising from the Indemnifying Party’s gross negligence, willful misconduct, or material breach of this Agreement; provided, however, that the foregoing obligation will be subject to the Indemnified Party: (i) promptly notifying the Indemnifying Party of the Claim; and (ii) providing the Indemnifying Party, at the Indemnifying Party’s expense, with reasonable cooperation in the defense of the Claim.

8. VIOLATION OF THIS AGREEMENT.

8.1 Disclosure; Remedies. Expand may disclose any information, including Your identity, if such disclosure is required by applicable law. The parties agree that any violation by either party of this Agreement may cause irreparable harm, for which monetary damages would be inadequate, and either party may obtain any injunctive or equitable relief that deemed necessary or appropriate in such circumstances. These remedies are in addition to any other remedies the parties may have at law or in equity.

9.TERM & TERMINATION.

9.1 Term. The term of this Agreement (the “Term”) shall commence on the date You accept this Agreement pursuant to Section 1.2, above, and shall continue: (i) for annual subscribers, for an initial Term of twelve (12) months, after which the Term of this Agreement shall continue to automatically renew for subsequent periods of twelve (12) months, unless either party notifies the other in writing of its election not to renew at least sixty (60) days prior to the expiration of the then current Term; or (ii) for monthly subscribers, the Term shall continue on a month-to-month basis until terminated by either party upon at least thirty (30) days advance written notice to the other party.

9.2 Free Trials and Trial Version Functionality. If agreed to in writing between the parties, Your subscription may start with a free trial period. The free trial period of Your subscription lasts for thirty (30) days, or as otherwise specified in writing. Free trials are for new subscribers only. Expand reserves the right, in its absolute discretion, to determine Your free trial eligibility. Expand will begin billing for services at the end of the free trial period unless You cancel prior to the end of the free trial period. If You are using the Services on a trial basis, Expand: (i) may offer certain features and functionality on a limited or restricted basis; and (ii) may terminate Your trial at any time, notwithstanding anything to contrary in this Agreement. If Your trial is terminated or expiries, You understand and agree that Your Files, if any, may no longer be available to You. For clarity, if You decide not to purchase a full license of the Services, You may not be able to access or retrieve any of Your Files that You added or created during the trial period.

9.3 Termination for Cause by Expand. Expand may terminate this Agreement, effective upon written notice to You, if You: (i) fail to pay any amount when due hereunder, and such failure continues more than ten (10) days after Expand’s delivery of written notice thereof; or (ii) You breach any of Your obligations under this Agreement.

9.4 Termination for Cause by You. You may terminate this Agreement, effective on written notice to Expand, if Expand materially breaches this Agreement, and such material breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after You provide Expand with written notice of such material breach.

9.5 Termination for Bankruptcy or Insolvency. Either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business

9.6 Effects of Termination. Upon termination of this Agreement: (i) the licenses granted in this Agreement from Expand to You shall terminate, and You shall cease using the Services; (ii) Expand shall terminate access to the Services by You and Your users; (iii) You shall immediately pay to Expand any amounts payable or accrued but not yet payable to Expand. If you terminate pursuant to Section 9.4, Expand will reimburse You for the remaining, unearned portion of any fees for the Term that You paid to Expand.

9.7 Survival. Any right or obligation of the parties in this Agreement that, by their nature, should survive termination or expiration of this Agreement, shall survive any expiration or termination of this Agreement.

10. MISCELLANEOUS.

10.1 Independent Contractors. The parties are independent contractors. No joint venture, partnership, employment, or agency relationship exists between You and Expand as a result of this Agreement or the use of the Services.

10.2 Notices. Expand may give notice to You by means of a general notice on Expand’s website. Any notifications of significance will be sent via e-mail to Your e-mail address on record in Expand’s account information, or by written communication sent by first class mail to Your address on record in Expand’s account information, and such notices will be deemed to have been given upon the expiration of 72 hours after mailing (if sent by first class mail) or 48 hours after sending (if sent by e-mail). You may give notice pursuant to this Agreement to Expand by e-mail to support@expandshare.com, and such notice will be deemed to have been given upon the expiration of 72 hours after it is sent.

10.3 Assignment & Successors. You may not assign this Agreement or any of Your rights or obligations under this Agreement without Expand’s express written consent.

10.4 Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.

10.5 No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement. The failure of Expand to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Expand in writing.

10.6 Choice of Law & Jurisdiction. This Agreement (and any exhibit, addendum, or specific Expand policy referenced in this Agreement), and any issues arising out of it, are governed by the laws of Ohio, and any litigation or proceeding shall be brought in the state or federal courts located in Summit County, Ohio. The parties agree that this Agreement is not a contract for the sale of goods, and that the Agreement shall not be governed by any codification of Article 2 or 2A of the Uniform Commercial Code or any references to the United Nations Convention on Contracts for the International Sale of Goods.

10.7 Conflicts. In the event of any conflict between this Agreement and any Expand policy referenced herein or posted online, including without limitation the DMCA Policy or Privacy Policy, the terms of this Agreement will govern.

10.8 Entire Agreement. This Agreement, together with any exhibit or addendum, or specific Expand policy referenced in this Agreement, comprises the entire agreement between You and Expand and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

10.9 Force Majeure Events. “Force Majeure Event” means any circumstances beyond a party’s reasonable control, including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota, or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation.

10.10 Attorney Fees and Costs. With the exception of Section 7.1, the parties shall be responsible for their own attorney fees and costs in any action to enforce the terms of this Agreement.

10.11 Amendment. Expand may amend this Agreement from time to time by posting an amended version at its website. Such amendment will be deemed accepted and become effective 30 days after such posting (the “Proposed Amendment Date”) unless You first give Expand written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions for 30 days following the Proposed Amendment Date (unless either You or Expand first terminates this Agreement pursuant to Section 9 (Term & Termination)). Your continued use of the Services following the effective date of an amendment will confirm Your consent to the Amendment. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party. Notwithstanding the foregoing provisions of this Section 10.9, Expand may revise the AUP, DMCA Policy and Privacy Policy at any time by posting a new version of either at Expand’s website, and such new version will become effective on the date it is posted.