ENTERPRISE TERMS

CAPITAL ACADEMY: MASTER SUBSCRIPTION AGREEMENT

This Master Subscription Agreement (“MSA“) is incorporated into the Order Form executed between the subscriber as set out in an Order Form (the “Customer“) and CAPITAL ACADEMY, INC (“CAPITAL ACADEMY“). The MSA sets forth the terms and conditions that govern the provision, access, and use of all services, products, websites, and platforms offered by CAPITAL ACADEMY (collectively, the “Services“) and, along with Customer’s Order Form, forms the agreement (the “Agreement“) between Customer and CAPITAL ACADEMY.

This MSA is effective as of the date you first click “I agree” (or similar button or checkbox), enter into a written Order Form, or use or access the Services, whichever is earlier (the “Effective Date”). You indicate your assent to this MSA by clicking “I agree” (or similar button or checkbox) at the time you register. If you are an individual consumer of the Services, or are otherwise browsing the CAPITAL ACADEMY Site, the CAPITAL ACADEMY Terms of Use apply to your use of the Services.

PLEASE NOTE THAT IF YOU SIGN UP FOR THE SOFTWARE USING AN EMAIL ADDRESS FROM YOUR EMPLOYER OR ANOTHER ENTITY, THEN (A) YOU WILL BE DEEMED TO REPRESENT SUCH PARTY, AND (B) YOUR CLICK TO ACCEPT WILL BIND YOUR EMPLOYER OR THAT ENTITY TO THIS MSA.

If you are accepting on behalf of your employer or another entity, you represent and warrant that:

you have full legal authority to bind your employer or such entity to this MSA;

you have read and understand this MSA; and

you agree to this EULA on behalf of the party that you represent. If you do not have the legal authority to bind your employer or the applicable entity please do not click “I agree” (or similar button or checkbox) that is presented to you.

DEFINITIONS.

“Customer Data” means all data or information submitted by Customer or any of its Permitted Users to the Service.

“Effective Date” has the meaning set out in an Order Form. In the event the Order Form does not indicate an Effective Date, the Effective Date will be the date of execution of such Order Form.

“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

“Order Form” means an order for a subscription to the Services (as may be amended or modified from time to time) between Customer and CAPITAL ACADEMY that incorporates this MSA by reference.

“Subscription Fee” means the subscription fees (as specified in the Order Form) payable by Customer to CAPITAL ACADEMY for the right to receive access to the Service.

“Subscription Term” means the period of time, as described in the Order Form, from the Effective Date through the subscription end date.

SERVICES.

Subject to this Agreement and payment of the applicable fees, CAPITAL ACADEMY shall make the Service available to Customer during the Subscription Term for Customer’s internal business use. CAPITAL ACADEMY reserves the right to, at our sole discretion, modify, change, add, remove, or replace the Services, including the features and functionality, at any time with or without notice, provided that no such modification will materially diminish the features or functionality of the Services provided to Customer as of the Effective Date of Customer’s Order Form.

CAPITAL ACADEMY will use commercially reasonable efforts to make the Services available on a consistent basis, excluding any planned downtime (including for updates and maintenance). While CAPITAL ACADEMY expects planned downtime to be minimal, during any planned downtime, the Services may not be accessible. CAPITAL ACADEMY will provide the Customer with reasonable technical support services as may be necessary to assist the Customer in accessing and using the Services.

CAPITAL ACADEMY may, at its sole discretion, offer Customer free or discounted temporary subscription to the Services (a “Trial“). All Trials will be subject to this Agreement and any other terms as CAPITAL ACADEMY may cancel or modify the terms of a free Trial at any time, without prior notice and without liability. At the end of the designated Trial period, in order to continue using the Services, Customer will be required to subscribe to the Services at CAPITAL ACADEMY’s then-current Subscription Fees or as mutually agreed upon. NOTWITHSTANDING THAT REDUCED OR NO FEES MAY BE PAYABLE DURING A TRIAL, THE FULL PRICE OF THE FEES THAT WOULD OTHERWISE BE DUE FOR THE APPLICABLE NUMBER OF TRIAL LICENSES WILL BE DEEMED “FEES PAYABLE” FOR THE PURPOSE OF THE LIMITATIONS OF LIABILITY PROVISIONS OF THIS AGREEMENT.

Suspension of Service. CAPITAL ACADEMY reserves the right to suspend the Services, without notice, for a reasonable period of time as may be necessary for:

CAPITAL ACADEMY to resolve any actual or threatened risks that, at CAPITAL ACADEMY’s sole discretion, pose a credible risk of harm to the Services or the security or integrity;

if Customer’s account is thirty (30) days or more overdue (except with respect to charges then under reasonable and good faith dispute), without liability to Customer, until such amounts are paid in full, and

for routine maintenance, as required to maintain, update, or improve the Services.

USER ACCOUNTS

In order for Customer to access and use the Services, CAPITAL ACADEMY will issue to Customer one or more administrator accounts (the “Administrator Accounts“) to create user accounts (each, a “Customer User Account“) for each user that Customer wishes to have access to and use of the Services (collectively, a “Permitted User“).

The Customer is responsible for identifying and authenticating all Permitted Users and for Permitted Users’ use of the Services in compliance with this Agreement. The Customer will ensure that Permitted Users only use the Services through the Customer User Account. Customer will promptly notify CAPITAL ACADEMY of any actual or suspected unauthorized use of the Services. The Customer is responsible for ensuring that all Permitted Users maintain the confidentiality of its passwords and usernames. CAPITAL ACADEMY reserves the right to suspend, deactivate, or replace the Customer User Account if it determines that the Customer User Account may have been used for an unauthorized purpose.

If Customer exceeds the usage authorized by the Order Form (for example, by exceeding the number of Permitted Users), then CAPITAL ACADEMY reserves the right to charge and invoice Customer the pro-rata Fees corresponding to such overage and such additional Permitted Users. Customer shall not use the Services in a way intended to avoid incurring fees or exceed usage limits (including allowing multiple persons to use a single Permitted User license).

Customer will not allow any Permitted User to share their account credentials with any other person. Notwithstanding the foregoing, Customer may be eligible to transfer up to 10% of its Customer User Accounts to a new Permitted User on a one-time basis at CAPITAL ACADEMY’s sole discretion. Once a license is transferred, the Permitted User from whom the license was transferred from may no longer use the Services during the Subscription Term.

Customer will ensure that all Permitted Users, are contractually bound to CAPITAL ACADEMY’s end user terms and conditions of use, which are available at Capital Academy.com/about-ca/website-terms-of-use/