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This All Access Pass License Agreement (the "Agreement") describes the rights and responsibilities and states the terms and conditions under which Passholders (defined herein) may access FranklinCovey's All Access Pass portal (the "Portal") located within the United States. Passholders indicate their acceptance to be bound by the terms and conditions of this Agreement by clicking "I agree" below. FranklinCovey reserves the right to update the Agreement at any time without notice to the Client (defined herein) or Passholders. A. DEFINITIONS: a. Client: means a FranklinCovey client organization who has purchased a certain number of licenses for Passholders to access the Portal. b. FranklinCovey Solutions: means its training services and products, including, but not limited to, instructor-led course Participant and Facilitator materials, self-paced learning programs, webinars, and other ancillary materials offered through the Portal. c. Passholders: means employees and contract employees of Clients as agreed to in writing between FranklinCovey and Client who have been issued a license to access the Portal. d. Territory: means the countries as agreed upon in writing by FranklinCovey and Client. B. GRANT OF RIGHTS FranklinCovey grants Client, including its Affiliates (meaning an entity that controls, is controlled by, or is under common control with the Client where "control" means ownership of 50% or greater of the equity of that entity or the ability to direct the management of that entity), a limited, non-exclusive, non-transferable, revocable license for the Passholders, for whom fees have been paid, to (a) print or download onto computers or tablets the participant and facilitator materials as they exist (collectively "Materials"); and (b) create "Compilations," which means a Passholder's right to take portions of the downloadable Materials and use them in accordance with the terms of this Agreement and the Guidelines attached hereto. C. LIMITATIONS TO GRANT OF RIGHTS Client agrees not to make, or allow its employees to make, Derivative Works (defined by U.S. Copyright Law, 17 U.S.C. $101, as amended). Client will effectively communicate to its Passholders that the Materials are copyright-protected and the proprietary property of FranklinCovey, and that neither Client nor its employees shall file share, distribute to a third party, or publicly post (Slide Share, YouTube, etc.) any of the Materials. Client acknowledges and agrees that it will take commercially practicable means as technologically feasible, to prevent the Materials from being used or accessed except as provided herein. The rights granted in this Agreement are restricted for use within the Territory. Materials designated as "Facilitator Materials" are intended for use by Passholders certified to deliver the FranklinCovey Solutions. Non-Passholders are not eligible for Passholder pricing. Training must be delivered and participant materials consumed during the License Term. D. FEES AND PAYMENT TERMS Client agrees to pay FranklinCovey the non-refundable non-prorateable fees described in the License pass, within thirty (30) days of the receipt of an invoice. Pricing does not include applicable sales, use, and VAT taxes, shipping & handling fees, or travel expenses, which are the responsibility of the Client. Interest shall accrue on all delinquent accounts at the rate of 1.5% per month. Unless otherwise provided for in writing, pricing is subject to an annual price increase. E. TERM, TERMINATION AND EVENTS OF TERMINATION The term of this Agreement commences with the License start date and terminates with the License end date and is non-cancelable except for a breach uncured within thirty (30) days' of written notice. Unless otherwise agreed to in writing, the Agreement will automatically renew for one-year terms, unless either party provides the other ninety (90) days' written notice prior to that term's expiration. Each renewal term is non-cancelable except for an uncured breach. Upon termination of each Passholder license, such Passholder shall immediately (a) discontinue all use of the Franklin Covey Solutions; (b) discontinue all use of Compilations; (c) remove all FranklinCovey content from Compilations which were blended with Client content; and (d) destroy the Master File for source files, if applicable. Notwithstanding the foregoing, Passholders who received the Participant materials prior to termination may continue to use them for their personal use to apply the concepts learned from a Franklin Covey Solution. F. THIRD PARTY RESTRICTIONS The Facilitator videos, FranklinCovey Insights and FranklinCovey Excelerators may not be modified or edited in any way. Certain facilitator program videos may not be embedded into the facilitator PowerPoint. FranklinCovey will ship a program DVD in such instances. Digital access is not available with certain ancillary participant materials. These materials may be purchased separately, upon request. G. COPYRIGHT Client acknowledges that FranklinCovey or its licensors exclusively own all proprietary rights and copyrights to the FranklinCovey Solutions including, but not limited to, the Materials and any documentation, images, animation, sound, music, and text relating to the FranklinCovey Solutions. Any unauthorized use, reuse, copying, reproduction, recording, transmittal, modification or revisions of the FranklinCovey Solutions, is expressly prohibited and will constitute a breach of this Agreement and federal copyright law. H. INDEMNIFICATION Client and its Affiliates shall defend, indemnify, and hold harmless FranklinCovey, its Affiliates, and their respective directors, officers, employees, successors, licensors, and assigns ("FranklinCovey Parties") from any and all costs, fees, expenses, damages and payments resulting from all claims, suits and actions against any FranklinCovey Party resulting from the misuse of FranklinCovey's intellectual property or a breach of this Agreement. I. LIMITATION OF LIABILITY FranklinCovey does not make any warranty, guarantee or representation either express or implied (1) regarding the merchantability or fitness for a particular purpose of the FranklinCovey Solutions, or (2) that certain results may be obtained in connection with the use of the FranklinCovey Solutions. FranklinCovey does not assume any responsibility for any damage or loss caused by the misuse of the FranklinCovey Solutions, the misuse of software, hardware or systems of any third-party or Client. FranklinCovey shall not be liable for any consequential, incidental or punitive damages arising from this Agreement or the FranklinCovey Solutions provided hereunder. FranklinCovey's aggregate liability to Client in relation to any claims arising under this Agreement shall not exceed the total amount paid to FranklinCovey under this Agreement. J. ENTIRE AGREEMENT This Agreement represents the entire understanding between the parties and supersedes all prior agreements, whether written or oral, relating to the subject matter hereof. In the event any terms contained in any subsequent purchase order (or similar document) sent or received in connection with this Agreement are inconsistent with the terms of this Agreement, the terms of this Agreement shall prevail. This Agreement may only be modified or amended in writing signed by a duly authorized representative of each party. K. AFFIRMATIVE ACTION/EQUAL OPPORTUNITY EMPLOYER FranklinCovey complies with the EEO clause of EO 11246, as amended and the provisions of 41 CFR Section 60-300.5(a); 41 CFR Section 60-741.5(a); 41 CFR Section 60-1.4(a) and (c); 41 CFR Section 60-1.7(a); 48 CFR Section 52.222-54(e); and 29 CFR Part 471, Appendix A to Subpart A with respect to affirmative action program and posting requirements. L. GOVERNING LAW This Agreement shall be governed in accordance with the laws of the State of Utah. In the event that any action is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to recover reasonable costs and attorneys' fees, whether or not any suit is filed. Any claim or cause of action under or relating to this Agreement shall be brought in the state or federal courts located in Salt Lake City, Utah, and the parties agree to submit to the exclusive jurisdiction of, and waive any objection to venue in, such courts. M. DATA PRIVACY During the course of this Agreement, FranklinCovey may process Personal Data (defined herein) on behalf of Client. FranklinCovey agrees to comply with all laws and regulations as prescribed by the Europeoan Union DGPR. If Client requires the parties enter into a Data Processing Addendum, FranklinCovey will send such addendum for Client to fill in and sign. As used in this Agreement "Personal Data" means all data which is defined as 'personal data' under EU Data Protection Laws and to which EU Data Protection Laws apply and which is provided by Client to FranklinCovey, and accessed, stored or otherwise processed by FranklinCovey. TERMS SPECIFIC TO 4DX (optional) N. 4Dx OPERATING ENVIRONMENT In order to ensure uninterrupted access and adequate performance, including needs for any third party software, plug-in, or other product requirement, Client must provide Adobe PDF Reader 8.0, reliable internet service, and one of the following supported browsers: Microsoft Internet Explorer 9.0; Safari 5.0; Firefox 4.0; Chrome 25 or upgraded versions of these browsers. O. 4DX PLATFORM OS EXPERT Client shall assign someone from its organization to act as the administrator of the 4Dx Platform. FranklinCovey shall send an invitation to the Internal administrator, giving them instructions on how to log-in, set-up additional users, and set up organizational goals. Each user will use its company email as the userid, or other agreed upon userid, and the administrator will assign access rights for each user. Users have the ability to change their password. If a user forgets their password they will be prompted to answer a security question or they can contact the administrator to have their password re-set. Client has contracted for a set number of users. P. SET-UP (optional) If Client requests, a FranklinCovey 4Dx quality consultant will perform the set-up of the 4Dx OS Platform based upon information provided by Client. Such information shall be made available in an Excel spreadsheet template provided by FranklinCovey, and must identify the Client's organizational structure and WIG data. Orientation and coaching sessions are provided before and following set-up to demonstrate use of the 4Dx OS Platform and review the model. Pricing for such service is shown on the Order Form Q. SERVICE CHANGE REQUESTS Requests for a service change must be submitted to FranklinCovey in writing. Changes may include, but are not limited to, changes to users, WIGs, teams and leads, and are usually specific to one team or organizational unit. Reloads are typically done for a new quarter or year (i.e., goal period) and can include new teams, new team members, new WIGs and leads. Contact FranklinCovey for pricing information. TERMS SPECIFIC TO LMS INTEGRATION (optional) R. OPERATING ENVIRONMENT FranklinCovey will provide SCORM-wrapped courseware with embedded video player parameters to stream the videos of the FranklinCovey Excelerators and FranklinCovey Insights solutions hosted on FranklinCovey's servers and loaded onto your LMS or similar platform. S. PARTICIPANT REPORTING A tracking report must be maintained and submitted to FranklinCovey quarterly that logs each time an employee accesses the FranklinCovey Excelerators(R) and FranklinCovey Insights (TM) solutions. This report should include the name of the user, the video and/or videos accessed, the date the video was watched, and the number of employees who watched the video in addition to the user, if applicable. T. TERMINATION If the All Access Pass Agreement is terminated for any reason, Client will be required to provide written certification that the courseware and video players are removed from Client platform.

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