genArete Subscription
Services Agreement

(updated March 1, 2026)

This genArete Subscription Services Agreement (the “Agreement”) by and between (“Subscriber” or “You”, or “Your”) and High Sierra Industries, a Nevada non-profit organization (“High Sierra Industries” or “Our” or “Us” or “We”) shall govern Your access and use of: (i) web-based genArete learning system software; (ii) the High Sierra Industries and genArete websites or applications; (iii) any written or electronic use or features guides or other documentation, including on-demand webinars, online training presentations, and the like, provided or made available by High Sierra Industries (the “User Guides”); (iv) the Hosted Services; (v) Support; and (vi) Professional Services (collectively the “Service(s)”). In addition to the terms of this Agreement, use of the Services is also governed by the Organizational Engagement Agreement, and Privacy Policy (collectively, “Additional Agreements”). The Additional Agreements are incorporated herein by reference and made a part of these the terms of this Agreement for all purposes. By utilizing the Services, Customer acknowledges and agrees it has had the opportunity to review the Additional Agreements and understands and agrees to be bound by their terms.

THIS AGREEMENT GOVERNS SUBSCRIBER’S SUBSCRIPTION AND USE OF HIGH SIERRA INDUSTRIES SERVICES. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.

IF SUBSCRIBER REGISTERS FOR A FREE TRIAL OF HIGH SIERRA INDUSTRIES SERVICES OR FOR FREE SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL OR THOSE FREE SERVICES.

BY ACCESSING, OPERATING, EMBEDDING, LINKING TO, DOWNLOADING, INSTALLING, REGISTERING, PROVISIONING, OR OTHERWISE USING THE SERVICES, OR BY EXECUTING THIS AGREEMENT OR AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR BY CLICKING AN “I ACCEPT” OR “CONTINUE” OR SIMILAR BUTTON ASSOCIATED WITH THIS AGREEMENT, YOU (OR YOUR AUTHORIZED AGENT, IF APPLICABLE) EXPRESSLY AND EXPLICITLY ACKNOWLEDGE AND AGREE THAT THIS IS A BINDING AGREEMENT AND HEREBY AGREE TO THE TERMS OF THIS AGREEMENT AND ACCEPT HIGH SIERRA INDUSTRIES’ OFFER TO USE THE HIGH SIERRA INDUSTRIES SERVICES PURSUANT TO THE TERMS HEREIN. IF YOU ARE A HIGH SIERRA INDUSTRIES PARTNER, CONSULTANT TO, EMPLOYEE OF, OR OTHER REPRESENTATIVE ENTERING INTO THIS AGREEMENT ON BEHALF OF THE SUBSCRIBER, YOU HEREBY REPRESENT AND WARRANT TO HIGH SIERRA INDUSTRIES THAT YOU ARE (A) AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE SUBSCRIBER AND BIND SUBSCRIBER TO THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT; AND (B) YOU ARE OVER THE AGE OF 18 YEARS OLD, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH SUBSCRIBER ENTITY AND ITS AFFILIATES. IF YOU DO NOT ACCEPT ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT OR ARE NOT AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE SUBSCRIBER, DO NOT ACCEPT THE QUOTE, ISSUE AN ORDER, ACCESS, OPERATE, DOWNLOAD, INSTALL, REGISTER, PROVISION, OR OTHERWISE USE THE HIGH SIERRA INDUSTRIES SERVICES.

Unless otherwise stated in this Agreement or the genArete Privacy Policy, High Sierra Industries makes no representations that the High Sierra Industries Services are appropriate for use in other locations outside of the United States. If You use the High Sierra Industries Services in or from locations outside the United States, You are responsible for compliance with all applicable laws and regulations as it relates to Your Data. Your Data will be stored in data centers located within the United States.

1. DEFINITIONS

“Activation Date” means the date on which High Sierra Industries starts delivering Professional Services, or delivers to Subscriber authentication credentials to access and use the Hosted Services and the Third-Party Services.

“Addendum” means any addendum or other agreement in writing, in any case, agreed to by Subscriber and High Sierra Industries pertaining to Services. For the avoidance of doubt, the term “in writing” means, with respect to this definition only, a fee estimate for additional Services sent by e-mail by High Sierra Industries to Subscriber and confirmed by an employee of Subscriber.

“Affiliate” of a Party shall mean any corporation, partnership, limited liability company or other entity (i) that owns, directly or indirectly through one or more other entities, 50% or more of the voting securities of such party, or (ii) in which such party or any entity described in (i), above, owns, directly or indirectly through one or more other entities, 50% or more of the voting securities.

“Applicable Law” means all applicable laws, regulations, ordinances, rules, codes, and orders of governmental authorities having jurisdiction over High Sierra Industries and Subscriber, including tax laws and regulations.

“Change of Control” means, as to a subject party, a transaction or a series of related transactions in which: (a) one or more related Third Parties who did not previously Control the subject party obtain Control of the subject party, or (b) the subject party merges with or transfer substantially all of its assets or business to a Third Party where the shareholders of the subject party, immediately before the transaction or series of related transactions, own less than a fifty percent (50%) interest in the acquiring entity or the surviving entity immediately after the transaction or series of related transactions.

“Confidential Information” shall have the meaning as set forth in Section 7.1.

“Content” means Content means all text, content, video, documents, forms, scoring rules, rubrics, questions, prompts, reports, and other materials, including training materials, made available through the Services or otherwise by HSI, including any separate Scoring Book or similar materials and web sites (to include genArete’s website), any names, logos, trademarks, service marks, brand identities, characters, trade names, graphics, designs, copyrights, trade dress, or other intellectual property appearing on the High Sierra Industries web site, and the organization, compilation, look and feel, illustrations, artwork, software and other works on the High Sierra Industries, excluding Your Data.

“Control” of an entity means (a) beneficial ownership (whether directly or indirectly through entities or other means) of more than fifty percent (50%) of the outstanding voting securities of that entity, or (b) in the case of an entity that has no outstanding voting securities, having the power (whether directly or indirectly through entities or other means) presenting to designate more than fifty percent (50%) of the directors of a corporation, or in the case of unincorporated entities, of individuals exercising similar functions.

“Documentation” means Our User Guides, documentation, and help and training materials, whether provided directly by Us or otherwise provided through a third-party system or provider, as updated from time to time, whether accessible via a High Sierra Industries web site, application, or Hosted Service.

“Hosted Services” means the computer software programs and systems owned, licensed, or operated by High Sierra Industries that Subscriber has subscribed to or uses provided, however, that the term “Hosted Services” does not include any Third-Party Service.

“Intellectual Property Rights” means copyrights (including, without limitation, the exclusive right to use, reproduce, modify, distribute, publicly display and publicly perform the copyrighted work), trademark rights (including, without limitation, trade names, trademarks, service marks, and trade dress), patent rights (including, without limitation, the exclusive right to make, use and sell), trade secrets, moral rights, right of publicity, authors’ rights, contract and licensing rights, goodwill and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, regardless of whether such rights arise under the law of the United States or any other state, country or jurisdiction.

“Malicious Code” means code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs and trojan horses.

“Order Form” means an ordering document, including an electronic form, specifying the Services to be provided hereunder that is entered into between You and High Sierra Industries or any of Our Affiliates, or between You and a High Sierra Industries partner for the provisioning of the Services, including any addenda and supplements thereto.

“Professional Services” means, collectively, those consulting services provided by High Sierra Industries which may consist of product-related services such as deployment, configuration, customization and installation, training, content generation, or incident response or other remedial services.

“Scoring Book” means any scoring manuals, scoring rules, rubrics, reference tables, or similar materials (whether delivered in print, PDF, or through the user interface) that HSI designates as part of the genArete scoring book or similar branded resource.

“Subscriber” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity.

“Subscription Term” means the period of time to which High Sierra Industries has committed to provide, and Subscriber has committed to use, the High Sierra Industries Services.

“Third Party” means with respect to, (a) High Sierra Industries or any of its Affiliates, an entity that is not High Sierra Industries or an Affiliate of High Sierra Industries; and (b) with respect to Subscriber or any of its Affiliates, any entity that is not Subscriber or an Affiliate of Subscriber.

“Third Party Services” means any software, service, offering, product, or functionality that Subscriber uses (whether or not specifically subscribed to), but which is provided by a Third Party.

“Usage Data” means any and all aggregated and anonymized information reflecting the access or use of the High Sierra Industries Services by or on behalf of Subscriber, including, but not limited to, visit-, session-, or stream-data and any statistical or other analysis, information or data based on or derived from any of the foregoing.

“User” means an individual who is authorized by You to use the Service, for whom You have ordered the Service, or to whom You (or We at Your request) have supplied a user identification and password or have otherwise provided access. Users may include, for example, Your employees, consultants, contractors and agents, and third parties with which You transact business.

 “Subscriber Data” or “Your Data” means all information entered by Subscriber into the genArete learning system.

2. OUR RESPONSIBILITIES

2.1. Provision of Services. We will (a) make the Services available to You, the Subscriber, pursuant to this Agreement; and (b) use commercially reasonable efforts to make any online Services available 24 hours a day, 7 days a week, except for: (i) planned downtime; (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, Internet service provider failure, Amazon Web Services hosting service provider failure, a denial of service attack, or any of the delays or hindrances identified in Section 12.8 (Force Majeure); and (iii) technical issues that cannot be identified as being primarily caused by High Sierra Industries Services.

2.2. Protection of Your Data. High Sierra Industries agrees to use industry-standard data security protocols, and other methods reasonably deemed to be adequate for secure business data to maintain the administrative, physical, and technical security, confidentiality and integrity of Your Data. Those safeguards will include measures for preventing access, use, modification or disclosure of Your Data by Our personnel except (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 7.3 (Compelled Disclosure) below, or (c) as You or Your users authorize through explicit written authorization, acceptance of terms, or configuration of application parameters or service settings. Notwithstanding the previous sentence, You agree that during the course of providing the Services, We may collect and use technical and related information, including but not limited to technical information about Your computer system and application software, to facilitate the provision of the Services, updates, and support to You, and to verify compliance with the terms of this Agreement. Additionally, We may use any of this information, and in the event of system or Services error, may share it with other persons, as long as it is in a form that does not personally identify You.

3. USE OF SERVICES

3.1. Evaluation Period. This paragraph only applies if Subscriber receives access to the High Sierra Industries services for evaluation purposes. Subject to the terms and conditions of this Agreement, High Sierra Industries (i) grants to Subscriber the right to access, use, and evaluate the High Sierra Industries Service (“Evaluation Offering”). Subscriber may use the Evaluation offerings solely for its internal evaluation purposes. Subscriber and High Sierra Industries may, upon mutual written agreement (including via email), extend the evaluation period. Continued use of the High Sierra Industries Service after the evaluation period or extended evaluation period may require payment of applicable fees. The ability to access or export Your Data from the High Sierra Industries Service will automatically cease to function at the end of the evaluation period.

3.2. Eligibility; No Requirement for Training. The Services may be subscribed to and used by individuals and entities without any requirement that Subscriber or any User hold any license, certification, or qualification, or complete any onboarding, training, or professional instruction. Subscriber is solely responsible for determining whether its and its Users’ qualifications, training, and experience are adequate for any intended use of the Services, including any use in educational, clinical, therapeutic, or employment settings, and for supervising and reviewing all decisions made in reliance on the Services.

3.3. Your Responsibilities. You, the Subscriber, will (a) be responsible for users’ compliance with this Agreement, (b) be responsible for the accuracy, quality and legality of Your Data and the means by which You acquired Your Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify Us promptly of any such unauthorized access or use, (d) use Services only in accordance with the Documentation and applicable laws and government regulations, (e) comply with terms of service of non-High Sierra Industries applications with which You use Services, and (f) obtain and maintain any equipment or ancillary services necessary to access or use the Services, including, without limitation, modems, hardware, software, and long distance or local telephone service, ensuring that such equipment or ancillary services are compatible with the Services, (g)use genArete learning system and Professional Services in the way they were designed and intended to support learners to achieve their goals, access opportunities and create support mechanisms for the learner during the learning process, (h) ensure learner’s consent is obtained prior to entering learner data.

3.4. Usage Restrictions. You will not (a) make any Service or Content available to, or use any Service for the benefit of, anyone other than You or Your users, (b) sell, resell, license, sublicense, distribute, rent or lease any Service or Content, or include any Service in a service bureau or outsourcing offering, (c) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, (h) copy a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or the Documentation, (j) frame or mirror any part of any Service or Content without prior written authorization from High Sierra Industries, (k) access any Service or Content in order to build a competitive product or service, (l) decompile, reverse engineer, disassemble, translate, adapt, or otherwise attempt to derive or reconstruct the source code, algorithms, models, data structures, scoring rules, or other underlying ideas of any Service or Content, or create any derivative works based on any Service or Content, (m) post any Data, commentary, or other information in relation to a Service or Content unless such information is truthful, and factual,(n) post any discriminatory comments based on race, color, religion, national origin, ancestry, ability, age, sex, and sexual orientation, (o) use genArete learning system and Professional Services to limit or delay opportunities or services to people with disabilities, (p) use genArete with intent to defraud the Federal, State, or local government, or an individual entity, or to conduct any illegal activity (q) enter, upload, post, or transmit to the High Sierra Industries Hosted Services: (i) commercial content or other materials or other marketing solicitations unless expressly approved by High Sierra Industries in advance, (ii) materials, pictures or other content that infringes or potentially violates any copyright, trademark, patent right or other proprietary right of any third party, or (iii) unlawful, defamatory, abusive, threatening, libelous, obscene, pornographic, or other materials, pictures or content that would violate rights of publicity and/or privacy or that would violate any law, including laws and regulations associated with HIPAA, (r) use any robot, spider, crawler, scraper, automated process, or other similar technology to access, extract, copy, or monitor any portion of the Services or Content, including any scoring rules, prompts, questions, reports, or user interface flows, except as expressly permitted in the Documentation; (s) input, upload, or otherwise provide any Content, scoring rules, prompts, questions, scoring book materials, or Service outputs to any artificial intelligence or machine‑learning system (including any large language model) for the purpose of training, fine‑tuning, or improving such system or for the purpose of developing or improving any assessment, curriculum, or analytics product; and (t) access any Service or Content in order to build, train, or improve a product or service that is competitive with the Services.

3.5. Removal of Content and Non-High Sierra Industries Applications. If We are required by a Third Party to remove Content, or receive information that Content provided to You may violate applicable law or Third Party rights, We may so notify You and in such event, You will promptly remove such Content from Your systems. If You do not take required action in accordance with the above, We may disable the applicable Content and/or Service until the potential violation is resolved.

3.6. Removal of Your Data. If We are required by a Third Party to remove Your Data, or receive information that Your Data may violate applicable law or Third Party rights, We may so notify You and in such event, You will promptly remove such Data from Your systems. If You do not take required action in accordance with the above, We may disable the applicable Subscriber Data and/or Service until the potential violation is resolved.

3.7. Removal of Data from Platform. You understand that You are solely responsible for ensuring that all protected health information remains protected when it is exported, downloaded or otherwise removed from the Services.

3.8. Usage Monitoring / Technical Protections. HSI may implement and maintain technical measures designed to prevent or limit automated access, scraping, or reverse engineering of the Services and Content, and Subscriber will not circumvent or attempt to circumvent any such technical measures.

3.9. Protected Health Information. Subscriber understands that HSI may host or process information that constitutes “protected health information” under HIPAA when entered by Subscriber or its Users, but HSI does not agree to act as Subscriber’s “business associate” under HIPAA except where HSI and Subscriber enter into a separate written business associate agreement expressly so stating. Subscriber is solely responsible for determining whether it is a covered entity or business associate under HIPAA, for obtaining any consents or authorizations required by law, and for configuring and using the Services in a manner consistent with its legal and professional obligations.

4. FEES AND PAYMENT FOR PURCHASED SERVICES

4.1. Fees. You will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant Subscription Term

4.2. Invoicing and Payment. Except as otherwise managed and facilitated through online payment, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net ten (10) days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information. Following the initial term of an Order Form, unless otherwise stated in the Order Form, High Sierra Industries reserves the right to increase Fees, provided that written notice of such increase is provided at least thirty (30) days prior to the end of the then-current term of the Order Form. In the absence of specific provisions in the applicable Order Form(s) agreed to by You, (i) fees for one-time Services (e.g., set-up and Training Services) are due upon acceptance of any Order Form(s) and prior to delivery of the applicable Service, (ii) recurring fees (e.g., fees for Hosting Services) begin on the Activation Date, and shall be payable annually, semi-annually or quarterly in advance and due in full on the first day of each  billing frequency period, and (iii) fees that are variable and dependent on actual usage (e.g., per-transaction fees) shall be billed monthly in arrears and due upon receipt. If paying by credit card, You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all purchased Services listed in the Order Form for the initial Subscription Term and any renewal Subscription Term(s) as set forth in Section 11.1 (Term of Purchased Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form.

4.3. Overdue Charges. Except as otherwise specified in the applicable Order Form, if any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies, (a) those charges may accrue late interest at the rate of 1.0% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 4.2 (Invoicing and Payment).

4.4. Suspension of Service and Acceleration. If any amount owing by You under this Agreement is forty-five (45) or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. We will give You at least 10 days’ prior notice that Your account is overdue, in accordance with Section 12.6 (Notice), before suspending services to You.

4.5. Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this Section 4.5, We will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees.

4.6. Renewals. Unless otherwise stated in the applicable Order Form(s), Customer’s subscription to the Services it purchases will automatically renew at the end of each Subscription Term. Unless otherwise requested by Customer, any renewals will be the same duration as the prior Subscription Term.

4.7. Purchase of Additional Users. If You choose to increase the number of Users during a Subscription Term (a “Subscription Upgrade”), any incremental Fees associated with such Subscription Upgrade will be prorated over the remaining period of the then-current Subscription Term, and due and payable upon enabling of additional user accounts.  In any future Subscription Term, the Fees will reflect any such Subscription Upgrades.

4.8. NO REFUNDS.  EXCEPT AS SET FORTH HEREIN OR REQUIRED BY APPLICABLE LAW, HIGH SIERRA INDUSTRIES IS NOT OBLIGATED TO REFUND ANY FEES OR OTHER PAYMENTS ALREADY PAID.

5. THIRD PARTY SERVICES

5.1. All transactions using Services are between the transacting parties only. The Services may contain features and functionalities linking You or providing You with certain functionality and access to Third Party content, including web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, payment interfaces, and the Internet as a whole; You acknowledge that We are not responsible for such content or services. We may also provide some Content to You as part of the Services. However, High Sierra Industries is not an agent of any transacting party, nor are We a direct party in any such transaction. Any such activities, and any terms associated with such activities, are solely between You and the applicable Third Party. Similarly, We are not responsible for any Third Party content You access with the Services, and You irrevocably waive any claim against Us with respect to such sites and Third Party content. High Sierra Industries shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between You and any such Third party. You should make whatever investigation You feel necessary or appropriate before proceeding with any online or offline transaction with any of these Third Parties. You are solely responsible for Your dealings with any Third party related to the Services, including the delivery of and payment for goods and services. Should You have any problems resulting from Your use of any Third-Party services, or should You suffer data loss or other losses as a result of problems with any of Your other service providers or any Third-Party services, We will not be responsible unless the problem was the direct result of Our breaches.

6. PROPRIETARY RIGHTS AND LICENSES

6.1. All Right Reserved. Except as expressly provided otherwise in this Agreement, title, ownership and all rights and interest including, without limitation, patents, copyrights, trademarks, trade secrets and other intellectual property rights, in and to the Services and any authorized copies made by You remain with Us and Our licensors. All Content is owned by High Sierra Industries and its affiliates or are used with permission or under license from a third party (hereinafter collectively referred to as the “Owner”) and are protected under copyright, trademark and other intellectual property and proprietary rights laws. As between High Sierra Industries and You, all right, title and interest in and to the Content will at all times remain with High Sierra Industries and/or its Owners. The word “High Sierra Industries,” the High Sierra Industries logo, and other marks, logos and titles are registered and/or are common law trade names, trademarks or service marks of High Sierra Industries. With respect to any logos or marks of any persons, entities and/or companies commented upon or submitted by users of High Sierra Industries, such use is at the sole responsibility of such users and is stored upon High Sierra Industries’ servers and/or system solely at the direction of such user, and subject to the protections afforded to High Sierra Industries as an online service provider under Section 512(c) and/or 512(d) of the Digital Millennium Copyright act of 1998. The structure, organization, and code of the Services are valuable trade secrets of High Sierra Industries and its licensors and You shall keep such trade secrets confidential. The software used to deliver the Service is neither licensed nor sold.

6.2. Right to Access and Use the Services. Subject to the terms and conditions of this Agreement, You are granted a non-exclusive, non-transferable, limited right to access and use, or to have Your Affiliates access and use, the Services as set forth in this Agreement or an Addendum. Subscriber shall cause each of its Affiliates that use the Services to agree to be bound by the terms and conditions of this Agreement. Subscriber shall be responsible for compliance by each of such Affiliates with, and performance by each of such Affiliates of, such terms and conditions. Subscriber and its Affiliates shall be entitled to access and use the Hosted Services and the Third-Party Services solely for Subscriber’s own internal business operations.

6.3. License by You to Host Your Data. Subject to Section 7.8 below, You understand, acknowledge and expressly agree that by submitting or posting any data, notes, or other information, solely for the purpose of performing the Services and fulfilling the obligations herein, You grant to High Sierra Industries an irrevocable, perpetual, worldwide, royalty-free, transferable, nonexclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, aggregate, distribute, communicate to the public, perform, and display the content and any copyright rights, trademark rights, and other intellectual property rights contained therein (collectively, the “Rights”) (in whole or in part) and/or to incorporate such commentary, review, notes or other information in other works in any form, media, or technology now known or later developed, for the full term of any Rights that may exist in such content.

6.4. License by You to Use Feedback. You grant to Us and Our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Your users relating to the operation of the Services.

6.5 Outputs and Licensed Use. As between the parties, HSI and its licensors own all right, title, and interest in and to the Services, Content, scoring rules, scoring book, and any templates, prompts, and questions provided by HSI. Subscriber is granted a non‑exclusive, non‑transferable, non‑sublicensable license during the Subscription Term to use such Content solely in connection with its authorized use of the Services for internal purposes and solely for the benefit of its learners and clients.​ Subscriber may reproduce reports generated by the Services solely for its internal records and for communicating with the individual learner, their guardians, or other directly involved service providers, but may not otherwise reproduce, publish, distribute, or publicly display any Content, scoring rules, questions, prompts, or scoring book materials.​ Subscriber may not copy, excerpt, or repurpose any substantial portion of the scoring book, scoring rules, questions, prompts, or other Content to create or enhance any other assessment, curriculum, or scoring tool, whether manual or automated.

6.6. Use of Data for Model Training. Subscriber acknowledges and agrees that HSI may use Subscriber Data and Usage Data in de‑identified and/or aggregated form to develop, train, test, and improve models, algorithms, and analytic features that are incorporated into the Services and other HSI offerings. HSI will not use Subscriber Data in a form that identifies an individual to train generalized artificial intelligence models that are made available as standalone products or to unrelated third parties.

6.7 Scoring Book License. Subject to timely payment of applicable fees and Subscriber’s ongoing compliance with this Agreement, HSI grants Subscriber a limited, non‑exclusive, non‑transferable, non‑sublicensable license during the applicable subscription term for the Scoring Book to use the Scoring Book solely in connection with Subscriber’s authorized use of the Services, and solely for assessing and supporting learners through genArete. Subscriber may not reproduce, distribute, publish, display, modify, translate, adapt, or create derivative works from the Scoring Book, in whole or in part, except to the extent strictly necessary to print or internally share limited excerpts as part of individual learner records generated through genArete. Subscriber may not incorporate any portion of the Scoring Book, scoring rules, or rubrics into any other assessment tool, curriculum, software, or service, or use them to design or train any competing or substitute product or service, whether manual or automated.

7. CONFIDENTIALITY

7.1. Definition of Confidential Information. “Confidential Information” means any information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) pursuant to this Agreement, which is written, graphic, machine readable or other tangible form and any information, technical data or know-how, including without limitation that which relates to computer software programs or documentation, specifications, source code, object code, research, inventions, processes, designs, drawings, engineering, products, services, customers, markets or finances of the Disclosing Party which is marked “Confidential” or in some other manner to indicate its confidential nature or due to its character and nature, a reasonable person under like circumstances would understand it to be confidential. Confidential Information may also include oral information disclosed by the Disclosing Party to the Receiving Party pursuant to this Agreement, and information disclosed as a result of access to such Party’s premises or property pursuant to this Agreement, to the extent that such information is designated as confidential at the time of disclosure or access is reduced to a written summary by the Disclosing Party, within thirty (30) days after its oral disclosure, which is marked in a manner to indicate its confidential nature and delivered to the Receiving Party or where due to its character and nature, a reasonable person under like circumstances would understand such information to be confidential.

7.2. Protection of Confidential Information. The Receiving Party shall maintain a confidential status for such Confidential Information, treat such Confidential Information in the same manner as Receiving Party treats its own Confidential Information (but, in any case, with at least reasonable care), not to use such Confidential Information for any purpose other than the purpose for which it was originally disclosed, and not to disclose any of such Confidential Information to any third party, except to such vendors, consultants, contractors, agents and employees who have a need to know for purposes of performance of this Agreement and have been notified that such information is Confidential Information of Disclosing Party to be used solely in connection with this Agreement, provided that such vendors, consultants, contractors, agents and employees first have entered into binding confidentiality agreements no less protective of Disclosing Party’s Confidential Information than this Agreement, or unless such information, as established through documentary evidence: a) is or has become available to the public from sources other than the other Party at the time it was disclosed to Receiving Party; b) is disclosed to Receiving Party by a third party who is not under any legal obligation prohibiting such disclosure; c) is required to be disclosed by law (subject to 7.3, below); or d) was independently developed by Receiving Party without reference to Disclosing Party’s Confidential Information.

7.3. Compelled Disclosure. If Receiving Party is required to produce the Confidential Information by law, governmental proceeding or court order, Receiving Party may disclose such Confidential Information without liability hereunder; provided, however, before producing any Confidential Information, Receiving Party shall notify Disclosing Party promptly of any such proceeding or court order in order to provide Disclosing Party with a reasonable amount of time so that Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive Receiving Party’s compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or that Disclosing Party grants a waiver hereunder, Receiving Party may furnish that portion of the Confidential Information which it is legally required by applicable law to disclose and will reasonably cooperate with Disclosing Party’s efforts, at Disclosing Party’s expense, to obtain confidential treatment of the Confidential Information so furnished.

7.4. Return of Confidential Information. Upon termination of this Agreement and at any time upon the Disclosing Party’s option or request, Receiving Party shall immediately return all Confidential Information provided by Disclosing Party from which the Confidential Information is revealed or could be ascertained. Upon returning Confidential Information, an officer shall, upon request, certify that You have complied with the provisions of this section, provided, however, Receiving Party may retain one copy of the Confidential Information solely for archival purposes.

7.5. Period. For Subscribers, the period for disclosing Confidential Information under this Agreement shall begin on the Activation Date and shall expire upon expiration of the Subscription Term, unless terminated earlier pursuant to Section 11.2 of this Agreement. The nondisclosure obligations and restrictions on use of the Confidential Information under this Agreement shall continue for a period of five (5) years from the date of website access, expiration or termination of this Agreement, whichever is applicable.

7.6. Injunctive Relief. Both Parties acknowledge that Disclosing Party’s Confidential Information is an important asset of the Disclosing Party and/or its Affiliates and that Disclosing Party and/or its Affiliates may suffer irreparable harm as a result of a breach of this Section 7.6. Therefore, both Parties agree that the Disclosing Party and/or its Affiliates shall be entitled to pursue equitable relief, including temporary and permanent injunctive relief without the obligation of posting a bond (cash or otherwise), in the event of actual or threatened unauthorized disclosure or use of Confidential Information in breach of this Section 7.6.

7.7. Ownership. You acknowledge that the High Sierra Industries (or any third party entrusting its own confidential information to High Sierra Industries) claims ownership of the Confidential Information disclosed by High Sierra Industries and all Intellectual Property Rights therein, or arising from, such Confidential Information. Except as expressly set forth in this Agreement, no option, license, or conveyance of such rights to You is granted or implied under this Agreement and if any such rights are to be granted to You, such grant shall be expressly set forth in a separate written instrument.

7.8. Ownership of Subscriber Data. As between the parties, Subscriber is the owner of all Subscriber Data; provided, however, that nothing herein shall prevent High Sierra Industries from using or disclosing such Subscriber Data as may be required by law, or as otherwise permitted in this Agreement.

7.9. Ownership of Historical Data. The Parties acknowledge that at all times, High Sierra Industries will remain the owner of all de-identified, raw transactional data and any other de-identified data collected, generated or otherwise derived by High Sierra Industries in the course of providing Services, including Usage Data (“Historical Data”). To the extent it is commercially reasonable to do so, all retained Historical Data will be de-identified in a manner reasonably likely to prevent re-identification.

7.10. Suggestions. The obligations of set forth in this Section 7 shall not apply to any suggestions and feedback for product or service improvement, correction, or modification provided by You in connection with any present or future High Sierra Industries product or service, and, accordingly, neither High Sierra Industries nor any of its affiliates or business partners shall have any obligation or liability to Subscriber with respect to any use or disclosure of such information. In addition, with Subscriber’s consent (which is hereby given), High Sierra Industries may use internet/web site analytics software tools and programs that collect, transmit, store, disclose and analyze certain information about the actual use of the Services by Subscribers (such as, but not limited to, pages viewed, links clicked, help functions used and other workflow information); such information shall not be considered Confidential Information hereunder and may be used by High Sierra Industries for the purpose of license administration, error resolution and product analysis and improvement.

7.13 Publicity. Subscriber agrees that during the term of this Agreement, High Sierra Industries may include Subscriber’s name and its logo, in High Sierra Industries’ list of clients and for no other purpose, provided that Subscriber citation is no more prominent than the citation of High Sierra Industries’ other clients in the client list. Subscriber will provide individual references regarding the subject matter of this Agreement to potential customers of High Sierra Industries at the reasonable request of High Sierra Industries. Any authorized use shall automatically terminate upon termination of this Agreement.

7.14 This Agreement. Each Party agrees that each Party may disclose the existence and general nature of this Agreement, but that each Party may not disclose the terms and conditions of this Agreement to any Third Party without the prior written consent of the other Party; provided, however, that each Party may disclose the existence, general summary, and/or terms and conditions of this Agreement:

(a)       as otherwise required by a court or law;

(b)       as otherwise may be required by applicable securities and other law and regulations, including to legal and financial advisors in their capacity of advising a Party in such matters;

(c)        in confidence, to legal counsel of the parties, accountants, and other professional advisors;

(d)       in confidence, in connection with the enforcement of this Agreement or rights under this Agreement (except to the other Party’s competitors);

(e)       during the course of litigation so long as the disclosure of such terms and conditions are restricted in the same manner as is the confidential information of other litigating parties as so long as (1) the restrictions are embodied in a court-entered protective order limiting disclosure to outside counsel; and (2) the Disclosing Party informs the other Party in writing at least ten (10) business days in advance of the disclosure and shall discuss the nature and contents of the disclosure, in good faith, with the other Party;

(f)        in confidence, to actual and potential acquirers, in connection with an actual or prospective merger or acquisition or similar transaction; or

(g)       in confidence, upon prior written consent of the other Party, to actual and potential user.

7.15 Personal Information. High Sierra Industries acknowledges that it may have access to data that is personal information, including identifying information of employees, guests, and clients of Subscriber (“Personal Information” for purposes of this section). Such Personal Information requires a higher standard of care and High Sierra Industries agrees to use its commercially reasonable efforts to protect such Personal Information, and to only use any Personal Information it receives from Subscriber to fulfill its obligations under this Agreement. High Sierra Industries agrees it will not share, rent, sell, or in any way transfer any Personal Information whatsoever to any Third Party for any reason, without the specific written authorization of Subscriber. High Sierra Industries shall comply with all laws, rules and regulations and industry standards related to privacy, anti-spam and data protection that are applicable to the services hereunder. On termination of this Agreement, High Sierra Industries shall discontinue using the Personal Information and shall destroy any Personal Information it has on record.

8. REPRESENTATIONS, WARRANTIES, EXCLUSIVEREMEDIES AND DISCLAIMERS

8.1. Representations. Each party represents that (a) it has validly entered into this Agreement and has the legal power to do so; (b) this Agreement constitutes a valid, legal and binding agreement of the party, enforceable against such party in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency and other laws affecting creditors’ rights generally; (c) the execution, delivery, and performance of this Agreement does not and will not conflict with or violate any agreements between such party and any other party; (d) neither the party or its respective officers, employees or agents has solicited or received from the other party any sum, gift or gratuity or other thing of value as an inducement to securing or maintaining the performances hereunder; and (e) it shall be solely responsible for the collection and/or remission to the appropriate governmental entities of all taxes and assessments applicable to such party under this Agreement.

8.2. Our Limited Warranties. We warrant that: (a) the Services will perform materially in accordance with the applicable Documentation; and (b) High Sierra Industries has full right to grant all rights granted herein and to fulfill its obligations under this Agreement. If Subscriber believes the warranty stated in this section has been breached, Subscriber must notify High Sierra Industries in writing of the breach no later than thirty (30) days following the date the warranty was allegedly breached (directed to support@genarete.org), and High Sierra Industries will, in High Sierra Industries’ sole discretion, (i) promptly correct the non-conformity, at High Sierra Industries’ expense, or (ii) terminate this Agreement and refund a prorated amount of the subscription fees prepaid by Subscriber, if any, to High Sierra Industries from the date on which Subscriber notified High Sierra Industries in writing of any such breach of warranty. Unless otherwise prohibited by Applicable Law, these are Subscriber‘s sole and exclusive remedies.

8.3. Your Representations and Warranties. You represent and warrant that you: (a) have all necessary rights and licenses to enter, use, and share all Subscriber Data in association with the Services and Your use of the Services; and (b) all Subscriber Data are provided with the informed consent of all necessary entities and individuals, including individual data sharing consent that include terms substantially the same as the Individual Data Sharing Consent terms located at [https://genarete.org/] and comply with all applicable ethical guidelines, including without limitation, those of professional medical associations as well as state and local medical and private practice boards and governing bodies or any other applicable regulatory authorities.

8.4. Compliance with Laws. Each Party warrants and covenants that it is and shall remain in compliance with all Applicable Laws relevant to the obligations under this Agreement.

8.5. Warranty Period. The representations, warranties and covenants set forth in this Section 8 shall apply for the period beginning on the effective date and continuing throughout the Term.

8.6. Disclaimers. SUBSCRIBER ACKNOWLEDGES THAT THE SERVICES ARE INFORMATIONAL TOOLS ONLY AND ARE NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT IN ANY EDUCATIONAL, CLINICAL, THERAPEUTIC, MEDICAL, OR EMPLOYMENT‑RELATED CONTEXT. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WE DO NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SERVICES, THAT THE FUNCTIONS CONTAINED IN OR SERVICES PERFORMED BY THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SERVICE WILL CONTINUE TO BE MADE AVAILABLE, THAT DEFECTS IN THE SERVICES WILL BE CORRECTED, OR THAT THE SERVICES WILL BE COMPATIBLE OR WORK WITH ANY THIRD-PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES. OPERATION OF THE SERVICES MAY AFFECT THE USABILITY OF THIRD PARTY SOFTWARE, APPLICATIONS, OR THIRD PARTY SERVICES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY HIGH SIERRA INDUSTRIES OR A HIGH SIERRA INDUSTRIES AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. ANY STATEMENTS OR REPRESENTATIONS ABOUT THE SERVICES AND THEIR FUNCTIONALITY IN THE USER DOCUMENTATION OR ANY COMMUNICATION WITH YOU CONSTITUTE TECHNICAL INFORMATION AND NOT AN EXPRESS WARRANTY OR GUARANTEE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

8.7. No Medical or Other Advice. Subscriber acknowledges that the Services, including all assessments, scores, recommendations, reports, and any customer support, are tools intended to support Subscriber’s own professional judgment and decision‑making, and do not themselves constitute medical, psychological, behavioral, or other professional advice, diagnosis, or treatment. The Services are not a substitute for the independent clinical judgment of qualified health care providers, behavior analysts, educators, or other licensed or credentialed professionals, and do not create any provider‑patient, therapist‑client, or fiduciary relationship between HSI and any individual.​Subscriber is solely responsible for (a) determining whether and how to use the Services in connection with any diagnosis, treatment, billing, or other professional services, (b) verifying the accuracy, sufficiency, and appropriateness of all information and outputs from the Services before relying on them, and (c) all decisions, actions, or omissions relating to the care, services, or benefits provided to any individual. Any use or reliance by Subscriber or its Users on the Services will not diminish that responsibility, and Subscriber assumes all risks associated with such use, including use for treatment of patients and submission of claims to payors.

9. INDEMNIFICATION

9.1. General Indemnification. You shall indemnify, defend, and hold harmless High Sierra Industries and its Affiliates’ directors, officers, employees, contractors and agents (“Indemnified Parties”) from and against any and all claims, suits, proceedings, investigations or actions (collectively, “Claims”) and all resulting losses payable to third parties, settlements, judgments, awards, damages payable to third parties, and any and all legal, accounting and other fees, costs and expenses reasonably incurred in connection with investigating, mitigating or defending any such Claims (collectively, “Losses”), to the extent such Losses are sustained or incurred by any of them and arise out of violation of this Agreement or your access to or use of the Services (Claims arising out of or related to: (i) any use of the Services by Subscriber or its Users in a clinical, medical, diagnostic, or treatment context, including any decisions about care, services, or benefits; (ii) any use of the Services involving PHI or other regulated health information except as expressly permitted under a BAA; and (iii) any attempt to use the Services, Content, or outputs to build, train, or improve a competing product or service or any AI or machine learning system). You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim Against Us”), and will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.

9.2. Exclusive Remedy. This Section 9 states Your sole liability to, and exclusive remedy against High Sierra Industries for any type of claim described in this Section 9.

9.3. Infringement Indemnification

(a)       Subject to the terms hereof, High Sierra Industries shall (i) indemnify, defend, or at its option settle, and hold Subscriber, harmless from any Third-Party lawsuit brought against Subscriber to the extent alleging any infringement of any intellectual property solely in the form delivered and licensed to Subscriber hereunder (each a “Claim”). For clarity, the following obligation of High Sierra Industries excludes, and shall not be construed, interpreted or argued to include, any representation or warranty of non-infringement of Third Party’s intellectual property rights.

(b)       High Sierra Industries’ obligations under Section 9.3(a) are contingent on Subscriber: (i) notifying High Sierra Industries, in writing, of such Claim in a timely fashion after Subscriber learns of such Claim; (ii) providing High Sierra Industries the sole control of the defense and settlement of such Claim provided settlement does not place any obligations on Subscriber; and (iii) reasonably cooperating with High Sierra Industries at High Sierra Industries’ request and expense in connection with High Sierra Industries’ defense and/or settlement of such Claim. Subscriber may participate in the defense or settlement of the Claim at its own expense.

(c)        High Sierra Industries will have no liability or obligation to defend or indemnify Subscriber or any of its Affiliates for any Claim to the extent arising directly from:

1. i) the modification or combination of the Services with any materials, software, or item not provided by High Sierra Industries or at the direction of High Sierra Industries if such Claim would not have arisen but for such combination;

(ii)        the modification or translation of Services or any portion thereof other than by High Sierra Industries or at the direction of High Sierra Industries, if such Claim would not have arisen but for such modification or translation; or

(iii)       any material breach by Subscriber or its Affiliates of the terms and conditions of this Agreement.

(d)       THE PROVISIONS OF THIS SECTION 9.3 STATES THE ENTIRE LIABILITY OF COMPANY AND ITS AFFILIATES AND THE EXCLUSIVE REMEDY OF SUBSCRIBER AND IT’S AFFILIATES WITH RESPECT TO ANY ALLEGED INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT.

9.4. Allocation of Risk. Subscriber acknowledges and agrees that High Sierra Industries has set its prices and entered into this Agreement and permitted Subscriber’s subscription to the High Sierra Industries Services in reliance upon the disclaimers of warranty and the limitations of liability in this Agreement, that the same reflect an allocation of risk between High Sierra Industries and Subscriber (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between High Sierra Industries and Subscriber. If Subscriber is subject to Applicable Laws that prohibit Subscriber from indemnifying High Sierra Industries as set forth herein or prohibit Subscriber from entering into the risk allocation arrangement set forth herein, then (a) the terms of such provisions of this Agreement shall apply to Subscriber only to the fullest extent permitted by Applicable Law, it being understood that Subscriber and High Sierra Industries each wish to enforce the provisions of this Agreement to the maximum extent permitted by Applicable Law; and (b) Subscriber must, within thirty (30) days of the commencement of the Subscription Term, notify High Sierra Industries via email (directed to support@genarete.org) to specifically identify the Applicable Laws that apply to Subscriber and the resulting modifications to the risk allocation and indemnification provisions of this Agreement as a result of the application of such Applicable Laws.

10. LIMITATION OF LIABILITY

10.1. Limitation of Liability.  SUBSCRIBER AND HIGH SIERRA INDUSTRIES AGREE AND UNDERSTAND THAT IN NO EVENT, EXCEPT WITH RESPECT TO EITHER PARTY’S (A) BREACH OF SECTION 7 (CONFIDENTIAL INFORMATION), WILL THE LIABILITY OF HIGH SIERRA INDUSTRIES AND ITS AFFILIATES AND THE LIABILITY OF SUBSCRIBER AND ITS AFFILIATES (INCLUDING WITHOUT LIMITATION UNDER SECTION 6) ARISING OUT OF THIS AGREEMENT EXCEED PAYMENTS RECEIVED BY SUBSCRIBER HEREUNDER.

10.2. Exclusion of Consequential and Related Damages. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO SUBSCRIBER’S USE OF OR INABILITY TO USE, OR HIGH SIERRA INDUSTRIES’ PROVIDING, THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.

11. TERM AND TERMINATION

11.1. Term of Purchased Subscriptions. This Agreement shall be for duration shall continue in full force and effect unless terminated as hereinafter provided (“Term”).

11.2. Termination. In addition to the High Sierra Industries’ other termination rights and remedies specified in this Agreement:

1. a) either Party may terminate this Agreement effective upon written notice to the other Party if the other Party hereto (or any of its Affiliates) commits a material breach of this Agreement and does not correct such breach within thirty (30) days after receiving written notice complaining thereof;
2. b) either Party may terminate this Agreement effective upon written notice to the other Party if the other Party becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, or composition for the benefit of creditors, if that petition or proceeding is not dismissed within sixty (60) days after filing;
3. c) if Subscriber undergoes a Change of Control, High Sierra Industries may terminate this Agreement upon written notice thereof to Subscriber or the relevant successor in interest, provided such notice of termination is made no later than sixty (60) days after receipt of written notice of such Change of Control by User or the relevant successor in interest High Sierra Industries’ failure to terminate this Agreement after a given notice of Change of Control by Subscriber or any successor in interest shall not in any way limit High Sierra Industries’ right to exercise these rights for any subsequent Change of Control. Termination of this Agreement based on a Change of Control shall be deemed to be effective immediately prior to the effective date of such Change of Control.

High Sierra Industries may suspend or terminate the Agreement immediately in the event of any wrongful or unauthorized access to or use of the Hosted Services or the Third Party Services by Subscriber or other third party. Termination of this Agreement shall not prejudice or affect any right of action or remedy that has accrued or will accrue to any Party hereto due to a Party’s acts or omissions prior to the effective date of such termination. The termination rights in this Section 11 shall be in addition and without prejudice to any other rights and remedies available to a party hereunder, at law or in equity.

High Sierra Industries may suspend or terminate the Agreement immediately in the event of use of genArete learning system and Professional Services in in conflict with the way the system was designed and intended to support learners to achieve their goals, access opportunities and create support mechanisms for the learner during the learning process. High Sierra Industries centers and prioritizes the learner and learner’s goals and values, and cannot be used to limit or delay opportunities or services to people with disabilities.

11.3. Termination for Convenience. Either Party shall have the right to terminate Agreement, for any reason, with thirty (30) days written notice to the other Party.

11.4. Effect of Termination. Upon termination of the Agreement, access to and use of the Services shall be terminated. Termination of the Agreement (i) shall not relieve any party from any liability that may have arisen prior to such termination, nor shall such relieve Subscriber of its obligation to pay all fees that have accrued or are otherwise owed by Subscriber under the Agreement, and any unpaid fees related to the initial term or any renewal term, and (ii) shall not limit either party from pursuing other remedies available to it, including injunctive relief. Upon any termination of the Agreement, High Sierra Industries shall have the right to maintain a copy of all Subscriber Data in accordance with, and for the period of time it determines is required or permitted by, Applicable Law.

11.5. Your Data Portability and Deletion. Before expiration or termination of the applicable Subscription Term, High Sierra Industries recommends that Subscriber exports a copy of its Subscriber Data via the web application’s data export function. Upon request by You made within 30 days after the effective date of termination or expiration of this Agreement, We will make Your Data available to You for export or download. After that 30-day period, We will have no obligation to maintain or provide Your Data, and may thereafter delete or destroy all copies of Your Data in Our systems or otherwise in Our possession or control, unless legally prohibited.

11.6. Surviving Provisions. Any provision of this Agreement that contemplates performance or observance subsequent to termination or expiration of this Agreement shall survive termination or expiration of this Agreement and continue in full force and effect. The rights and obligations of the parties hereto set forth in The Sections titled “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Indemnification,” “Limitation of Liability, “Portability and Deletion of Your Data,” and “General Provisions” inclusive, of this Agreement, and any other provisions hereof that by their nature are intended to survive, shall survive the expiration or termination of this Agreement for any reason whatsoever.

12. GENERAL PROVISIONS

12.1. Entire Agreement and Order of Precedence. This Agreement and any Order Forms or Additional Agreements, including any addenda and supplements are the entire agreement between You and High Sierra Industries regarding Your use of Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in Your purchase order or in any other of Your order documentation is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) this Agreement, and (2) the Documentation.

12.2. Assignment. High Sierra Industries may assign this Agreement or any rights or obligations under the Agreement to a third party. Subscriber may not assign the Agreement or any rights or obligations hereunder without the prior written consent of High Sierra Industries, which consent shall not be unreasonably withheld or delayed; any such assignment without the prior consent of High Sierra Industries shall be void. High Sierra Industries may use subcontractors to perform Services under this Agreement; provided, however, that such subcontracting shall not relieve High Sierra Industries from responsibility for performance of its duties hereunder. High Sierra Industries shall be responsible for all acts and omissions of its subcontractors hereunder and for the performance of all its obligations under this Agreement irrespective of any subcontracting by High Sierra Industries hereunder.

Either Party shall be entitled to and each Party hereby agrees to assign, this Agreement to a successor to all or substantially all of a Party’s assets in a transaction entered into solely to change a Party’s place of incorporation. For the avoidance of doubt, a Change of Control of either Party shall be deemed an assignment. Notwithstanding the foregoing, upon any Change of Control or other transaction involving either Party that results in a successor to all or substantially all of that Party’s business or assets, that Party shall be entitled to assign, and that Party shall assign, this Agreement to such successor and have such successor be bound by this Agreement.

12.3. Third-Party Beneficiaries. No term or provision of this Agreement is intended to be, or shall be, for the benefit of any person, firm, organization or corporation not a party hereto, and no such Third Party shall have any right or cause of action hereunder.

12.4. Waiver. No delay or omission by either Party to exercise any right or power will impair any such right or power or be construed to be a waiver thereof. A waiver by any Party of any of the covenants, conditions, or contracts to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition, or contract herein contained. No change, waiver, or discharge hereof shall be valid unless in writing and signed by an authorized representative of the Party against which such change, waiver, or discharge is sought to be enforced.

12.5. Controlling law and severability. Your access to the Services as well as the terms and conditions and the agreement they create are governed and interpreted by the laws of the State of Nevada, other than such laws, rules, regulations and case law that would result in the application of the laws of a jurisdiction other than the State of Nevada. The parties hereto hereby consent and agree to the exclusive jurisdiction of the state courts of the State of Nevada sitting in Washoe County, Nevada and the federal courts sitting in Reno, Nevada for any actions, suits or proceedings arising out of or relating to this Agreement and the matters contemplated hereby (and the parties agree not to commence any action, suit or proceeding relating thereto except in such courts). If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of any other provision of this Agreement in any other jurisdiction. A printed version of the Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Any judgment of any court rendered pursuant to this section shall entitle the prevailing party to a corresponding judgment in the home country of the non-prevailing party, and shall be enforceable against the non-prevailing party in its home country with the same force and effect as a judgment of any court of competent jurisdiction in the home country of the non-prevailing party, and the parties agree not to contest the entry and enforcement of such judgment in such home country.

12.6. Notice. Any notice, request, approval, authorization, consent, demand or other communication required or permitted to be given to a party pursuant to this Agreement shall be in writing and shall be deemed given on the earliest of (a) actual receipt, irrespective of the method of delivery, (b) on the delivery day following dispatch if sent by express mail (or similar next day air courier service), or (c) on the sixth (6th) day after mailing by registered or certified United States mail, return receipt requested, postage prepaid and addressed to the party entitled to receive the same.  Any notices to High Sierra Industries shall be sent to: High Sierra Industries, Attn: Legal Department, [555 Reactor Way] and [support@genarete.org]. Any notices to Subscriber shall be sent to the address provided by Subscriber.  All notices shall be in English.  A party’s address for notice may be changed at any time by giving ten (10) days’ prior written notice to the other party in the manner described in this Section.

12.7. Complete Agreement; Governing Language.  This Agreement constitutes the entire agreement between the parties with respect to the use of the Services licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter, with the exception of any additional terms and conditions You are required to accept if You choose to use a Service, which will govern Your use of that Service and any content You purchase through that Service. No amendment to or modification of this Agreement will be binding unless in writing and signed by Subscriber and High Sierra Industries. No term or provision hereof will be considered waived, and no breach excused, unless such waiver is in writing signed on behalf of the party against whom the waiver is asserted. No waiver (whether express or implied) will constitute a consent to, waiver of, or excuse of any other different or subsequent breach. The English language version of this Agreement is legally binding in case of any inconsistencies between the English version and any translations. This Agreement may be executed in two (2) or more counterparts, all of which, taken together, shall be regarded as one and the same instrument.  Unless otherwise prohibited by any applicable laws or regulations, this Agreement may be signed electronically, and such electronic signature shall be deemed, and shall have the same legal force and effect as, an original signature.  An electronic copy thereof shall be deemed and shall have the same legal force and effect as an original document.

12.8. Force Majeure. Notwithstanding anything to the contrary: if and to the extent that a Party’s performance of any of its obligations pursuant to this Agreement is prevented, hindered or delayed directly or indirectly by fires, floods, earthquakes, elements of nature, pandemics, epidemics, acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions in the United States, strikes/labor difficulties, electronic virus, electronic attack or infiltration, internet or wireless access disturbance, or any other cause beyond the reasonable control of such Party (each, a “Force Majeure Event”), and such non-performance, hindrance or delay could not have been prevented by reasonable precautions, then the non performing, hindered or delayed Party shall be excused for such non-performance, hindrance or delay, as applicable, of those obligations affected by the Force Majeure Event for as long as the Force Majeure Event continues and, except as otherwise provided in this Section 12.8, such Party continues to use commercially reasonable efforts to recommence performance whenever and to whatever extent possible without delay, including through the use of alternate sources, workaround plans or other means. The Party whose performance is prevented, hindered or delayed by a Force Majeure Event shall notify the other Party as soon as reasonably possible of the occurrence of the Force Majeure Event and describe in reasonable detail the nature of the Force Majeure Event and plan for resuming its performance. If any Force Majeure Event continues for a period in excess of ninety days, the other Party shall have the right to terminate this Agreement effective upon notice. In the event of any such delay or failure, the affected party shall send written notice of the delay or failure and the reason thereof to the other party within fourteen (14) calendar days from the time the affected party knew or should have known of the Force Majeure in question.

12.9. Section Headings. The section headings contained this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The English language shall govern the meaning and interpretation of this Agreement.

12.10. Relationship of Parties. Nothing contained in this Agreement shall be construed as creating any association, partnership, joint venture, or the relation of principal and agent between High Sierra Industries and Subscriber. Each Party is acting as an independent contractor, and no Party shall have the authority to bind any other Party or its representatives in any way.

12.11. Trademarks and Publicity. Except for linking to or framing of High Sierra Industries web sites, Subscriber may not use any High Sierra Industries logo or trademark, whether or not such mark(s) are registered, without prior written approval from High Sierra Industries. This includes use on printed materials of any kind as well as electronic mediums such as internet web pages or email. Furthermore, the use of the High Sierra Industries name (or any derivative thereof) in Subscriber’s URL, Business Name, or the names of any add-on products or services Subscriber may be offering independent of High Sierra Industries is strictly prohibited. Additionally, using the High Sierra Industries name in paid targeted keyword advertising campaigns on search engines is also prohibited. Subscriber shall not use High Sierra Industries’ name, nor any adaptation or variation thereof, in any advertising, promotion or sales literature without High Sierra Industries’ prior written consent in each instance.

12.12 Export Laws. Subscriber represents that it is not, and will not permit any User to be, located in, under the control of, or a national or resident of any country or territory subject to comprehensive U.S. trade sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine), and is not listed on, and is not owned or controlled by any person listed on, any U.S. Government restricted party list. Subscriber will not export, re‑export, or transfer the Services or any technical data in violation of U.S. export control or sanctions laws.