PLEASE READ THESE TERMS CAREFULLY BEFORE USING COURSES.

ANY ACCESS TO THE Sage and You ( S&Y ) SITE AT WWW.SAGEANDYOU.COM (THE SITE ), OR ANY ACCESS TO ANY SERVICES PROVIDED THROUGH THE SITE OR OTHER ELECTRONIC INFORMATION AND MATERIAL ACCESSED, DOWNLOADED, PURCHASED OR USED FROM THE SITE (COLLECTIVELY OR INDIVIDUALLY, AS THE CASE MAY BE, INFORMATION ) IS SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT UNDER WHICH YOU WILL BECOME A SUBSCRIBER OF THE SITE AND INFORMATION.

USE OF THE SITE OR THE INFORMATION BY ANYONE NOT A REGISTERED SUBSCRIBER IS STRICTLY PROHIBITED. BY ACCESSING OR OTHERWISE USING THE SITE OR THE INFORMATION, YOU THE SUBSCRIBER AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF SUBSCRIBER DOES NOT AGREE TO THESE AND THE OTHER SUPPLEMENTAL TERMS AND CONDITIONS, SUBSCRIBER MAY NOT USE THE SITE OR ANY INFORMATION FROM IT.

1. USE OF SITE AND INFORMATION.

1.1 Subscription Registration. The Information is offered to Subscriber through license from S&Y and its third-party providers. Use of the Information is conditioned on Subscriber s purchase of a subscription and obtaining a user name and password. If Subscriber elects to purchase subscription-based content or services and transmit to S&Y a subscription request, Subscriber warrants that all information that Subscriber submits is true and accurate (including without limitation Subscriber s credit card number and expiration date), and Subscriber agrees to pay all subscription fees Subscriber incurs plus all applicable taxes. Subscriber may cancel Subscriber s subscription by contacting S&Y.

1.2 Subscription is for individual use only. Subscriber's subscription is for Subscriber s individual use only unless a corporate license our group learning agreement has been issued/approved by Sage & You. Subscriber may not transfer or make available Subscriber's user name, password, or electronic course as presented on the Sage & You website to others, including without limitation Subscriber's friends, family, and fellow colleagues/associates/students. Any distribution by Subscriber of Subscriber's user password or electronic course may result in cancellation of Subscriber's subscription without refund and in additional charges of up to $3,000 per incident for unauthorized use. Subscriber agrees to notify S&Y immediately of any unauthorized use of its password or any other breach of security. All purchases and transactions conducted on the Site under Subscriber's username and password shall be deemed to be authorized and approved by Subscriber.

1.3 Internal Business Use Only. The Site contains materials created, developed, or commissioned by S&Y and is protected by U.S. and international copyright laws and treaties. Unless otherwise specified, the Site and Information are for Subscriber s personal use only. Subscriber may not modify, copy, distribute, transmit, reproduce, publish, license, create derivative works from, transfer, or sell any Information obtained from the Site.

1.4 Links to Other Materials. Linked sites are not under the control of S&Y and S&Y is not responsible for the content of any linked site or any link contained in a linked site. S&Y reserves the right to terminate any link or linking program at any time. If Subscriber decides to access any third party sites linked to the Site, Subscriber does so entirely at Subscriber s own risk.

2. TERM AND TERMINATION.

2.1 Term. This Agreement shall remain in effect until the Subscriber s subscription to the Information expires or until terminated by S&Y as provided below.

2.2 Termination by S&Y. S&Y may terminate this Agreement immediately upon notice in writing (including electronic notice via e-mail or the Site) if Subscriber commits a breach of this Agreement. Subscription for a course will expire immediately without notice 90 days after first access to the course or after the elapsed viewing time of three times the course length (e.g., a 1 hour course will allow 3 hours of viewing time), whichever occurs first . Subscriber may contact S&Y at support@sageandyou.com to request an extension.

3. FEES AND PAYMENT TERMS.

Subscription Fee. Subscriber agrees to pay the subscription fees set forth on the Site on the terms set forth on the Site.

4. DISCLAIMER OF WARRANTIES.

4.1 General. S&Y MAKES NO REPRESENTATION OR WARRANTY THAT (i) THE SITE OR INFORMATION WILL MEET SUBSCRIBER S REQUIREMENTS, (ii) THE SITE OR INFORMATION WILL BE UNINTERRUPTED, TIMELY, ACCURATE, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR THE INFORMATION WILL BE ACCURATE OR RELIABLE, OR (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY SUBSCRIBER THROUGH THE SITE WILL MEET ITS EXPECTATIONS.

4.2 No Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND THE INFORMATION ARE PROVIDED AS IS AND WITH ALL FAULTS WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND. S&Y HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SITE AND INFORMATION, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS, RESULTS, AND LACK OF NEGLIGENCE. THE ENTIRE RISK ARISING OUT OF USE OF THE SITE AND INFORMATION REMAINS WITH SUBSCRIBER. S&Y MAKES NO COMMITMENT TO UPDATE THE SITE OR THE INFORMATION.

5. LIMITATION OF LIABILITY.

5.1 Exclusion. IN NO EVENT SHALL S&Y BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE), NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SITE OR THE INFORMATION, EVEN IF S&Y KNOWS OF, OR SHOULD HAVE KNOWN OF, THE POSSIBILITY OF SUCH DAMAGES. IF SUBSCRIBER IS DISSATISFIED WITH ANY PORTION OF THE SITE, THE INFORMATION, OR WITH ANY OF THESE TERMS, SUBSCRIBER S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND INFORMATION. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

5.2 Indemnification. Subscriber agrees to defend, indemnify and hold S&Y harmless from and against any and all claims, liabilities, demands, penalties, forfeitures, suits, judgments and the associated costs and expenses (including attorney s fees), which S&Y may hereafter incur, become responsible for or pay out arising out of Subscriber s use of the Information or Subscriber s breach of any term or provision of this Agreement.

5.3 Limitation. NOTWITHSTANDING ANY DAMAGES THAT SUBSCRIBER MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF S&Y UNDER ANY PROVISION OF THIS AGREEMENT AND SUBSCRIBER S EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY SUBSCRIBER DURING THE PRIOR SIX-MONTH PERIOD OR U.S. $5.00. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

6. GENERAL TERMS.

6.1 Assignment. Subscriber may not assign any rights in nor delegate any obligations under this Agreement or any portion thereof without the written consent of S&Y. Any attempt to do so shall be deemed a breach of this Agreement and null and void.

6.2 Force Majeure. If S&Y is prevented, hindered or delayed from performing any of its obligations under this Agreement by an event of force majeure, then S&Y shall be excused from performance of such obligation to the extent it is so prevented, hindered or delayed, and the time for performance of such obligation shall be extended accordingly.

6.3 Equitable Relief. Subscriber recognizes and acknowledges that a breach by it of any of its obligations under this Agreement will cause S&Y irreparable damage, which cannot be readily remedied by monetary damages in an action at law. Accordingly, in the event of any default or breach by Subscriber, including any action by it that could cause some loss or dilution of S&Y s goodwill, reputation, or rights in the Site or Information, S&Y shall be entitled to an immediate injunction in addition to any other remedies available, to stop or prevent such irreparable harm, loss, or dilution.

6.4 Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED ACCORDING TO THE LAWS OF THE STATE OF MICHIGAN, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. S&Y AND SUBSCRIBER AGREE THAT ALL DISPUTES AND LITIGATION REGARDING THIS AGREEMENT AND MATTERS CONNECTED WITH ITS PERFORMANCE OR RELATING TO THE USE OF THE SITE AND INFORMATION SHALL BE SUBJECT TO, AND THEY EACH CONSENT TO JURISDICTION AND VENUE IN, THE STATE AND FEDERAL COURTS IN MICHIGAN. USE OF THE SITE IS UNAUTHORIZED IN ANY JURISDICTION THAT DOES NOT GIVE EFFECT TO ALL PROVISION OF THESE TERMS AND CONDITIONS, INCLUDING WITHOUT LIMITATION THIS SECTION.

6.5 Entire Agreement. This Agreement embodies the entire agreement and understanding between S&Y and Subscriber with respect to the subject matter of this Agreement and supersedes all prior oral or written agreements and understandings relating to the subject matter of this Agreement. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.

I ACKNOWLEDGE THAT I HAVE READ THE TERMS OF THIS ONLINE ACCOUNT SERVICES AGREEMENT, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM.