1. DEFINITIONS. Unless otherwise defined below, the capitalized terms used in these Terms shall be defined in the context in which they are used.

1.1. “Terms” means collectively (i) these Terms and Conditions and (ii) the initial Order Form and any follow-on Order Forms;

1.2. “Effective Date" means the date of the Terms as set forth on the Order Form.

1.3. “Term” means the applicable period specified in the Order Form for which Customer has contracted to receive the Service.

1.4. “Order Form” means Geo’s Order Form that (i) specifies the Services licensed by Customer; (ii) references these Terms; and (iii) is signed by authorized representatives of both parties and deemed incorporated into these Terms.

1.5. "Business Day" means Monday through Friday, 9:00 a.m. to 6:00 p.m., eastern U.S. time, excluding any day that banks in the United States are required or permitted to be closed.

1.6. “Service, Software as a Service, Hosted or On Demand Service” means collectively (i) the Network Infrastructure, Computer Hardware, Software, Software Updates, Documentation and any Support or other services that Geo provides through its data centers; and (ii) the access Geo provides its customers to use such products and services through its data centers.

1.7. “Subscription Fees” mean the fees paid by Customer for the right to use the Service and receive Support during the applicable Term.

1.8. “End-User(s) or User(s)” means Customers, Customer's employees, consultants, contractors or agents who are authorized to use the Service for their internal use and not for redistribution, re-marketing, time-sharing, or service bureau use and (i) have been supplied user identifications and passwords to the Service or (ii) have been given direct access to the Service (End-User has system log-in access).

1.9. “Customer” includes the Customer whose name is set forth in the Order Form and any affiliated entity which Controls, is Controlled by, or is under common Control with Customer, provided all such entities ordering or using Geo Services have agreed to be bound by these Terms.

1.10. “Customer Equipment” means Customer’s computer hardware, software and network infrastructure used to access the Service.

1.11. “Customer Data” means all text, files, data, output, programs, information, or other information or material that Customer owns and provides or uses in conjunction with the Service.

1.12. “Intellectual Property Rights” means collectively, rights under patent, trademark, copyright, and trade secret laws, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide, including moral rights and similar rights.

1.13. “Trademarks” means collectively, the trademarks, service marks, trade names, logos or other commercial or product designation(s) of a Party, authorized in writing by the Party for use under and in the course of performing these Terms.

1.14. “Derivative Work” means a work of authorship based on one or more pre-existing works, such as a revision, modification, abridgement, condensation, expansion, or any other form in which the pre-existing work may be recast, transformed, or adapted.

1.15. “Software” means the object code version of the Geo software, made available through the Service under these Terms. Software may include but is not limited to: learning management, competency management, performance management, talent management, collaboration, community, learning content management, authoring, training analytics, testing, survey, and ecommerce systems, courseware modules, and updates, releases, upgrades or other.

1.16. “Work Product” means (except for Geo Software, On-Demand Service, and associated IP, derivative works, and work product) all designs, discoveries, inventions (whether or not patentable), products, computer programs (including source code), procedures, improvements, developments, drawings, specifications, data, memoranda, notes, documents, manuals, information, and other materials or property, made, authored, conceived or developed by Geo and its Workers, alone or with others, including any developed product, technology, or materials.

1.17. “Documentation” means all information, materials, instructions, user guides, manuals, help files, and other descriptive product information, whether in electronic, paper or other equivalent form, provided with the Service.

2. SERVICES.

2.1. License Grant. Subject to the terms of these Terms, Geo hereby grants Customer a limited term, non-sublicensable, non-transferable, and non-exclusive license to access and use the Software as a Service (Hosted On-Demand) Subscription and in accordance with the Documentation solely for Customer’s internal business purposes. The license granted hereunder is limited to the maximum number of End-Users specified in each Order Form. Authorized End-Users include Customer employees and Customer subcontractors, agents, and consultants, provided that such subcontractors, agents, and consultants use the Services solely on behalf of Customer in accordance with these Terms. All rights not expressly granted to Licensee herein are hereby reserved by Geo.

2.2. Restrictions. Customer shall not (i) modify, copy or create derivative works based on the Service or Geo Technology; (ii) create Internet "links" to or from the Service, or "frame" or "mirror" any content forming part of the Service, other than on Customer's own intranets or otherwise for its own internal business purposes; or (iii) disassemble, reverse engineer, or decompile the Service or Geo Technology, or access it in order to (a) build a competitive product or service, (b) build a product or service using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.

2.3. Provision of Service. Geo shall make the Service available to Customer pursuant to these Terms and any and all Order Forms executed hereunder from time to time. During the Subscription term, (i) the Service shall perform materially in accordance with the Documentation, and (ii) the functionality of the Service will not be materially decreased from that available as of the Effective Date. Customer agrees that its purchase of the Subscription is not contingent upon the delivery of any future functionality or features nor is it dependent upon any oral or written public comments made by Geo with respect to future functionality or features.

2.4. Updates. Geo may provide software updates and new releases to the Service, including correction of "bugs," certain improvements to existing functionality, and new features at no additional charge to its customers who are current in payment of subscription fees. The Subscription to the Service does not include the right to receive updates that are designated by Geo as new products, modules or options for which Geo charges a separate fee. Geo, at its sole discretion, may determine the time that any upgrade, reissue or new software release will be made generally available to existing Customers.

2.5. Additional Users. End-User Subscriptions are for named Users and cannot be shared or used by more than one User but may be reassigned from time to time to new Users replacing former Users who have terminated employment, or some other prior relationship with Customer, changed job status or function, or otherwise no longer require ongoing use of the Service. Unless otherwise specified in the relevant Order Form (i) additional End-User subscriptions shall be added automatically if the Customer has exceeded the maximum End-Users contracted and authorized to use the Service and (ii) the Term of the additional End-User subscriptions shall be coterminous with the expiration of the then current Term.

3. USE OF THE SERVICE AND USE GUIDELINES.

3.1. Customer Responsibilities. Customer is responsible for all activities that occur under Customer's User accounts. Customer shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service or its related systems and networks, and notify Geo promptly of any such unauthorized use; (iii) comply with all applicable local, state, federal, and foreign laws in using the Service; (iv) not send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (v) not send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or in violation of third party privacy rights; (vi) not send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (vii) not interfere with or disrupt the integrity or performance of the Software, Service or the data contained therein; and (viii) not attempt to probe, scan, penetrate or test the vulnerability of a Geo system or network or to breach Geo’s security or authentication measures, whether by passive or intrusive techniques, without Geo's express written consent. Geo is not responsible for (i) obtaining and maintaining any Customer Equipment or any ancillary services needed to connect to, access or otherwise use the Service; (ii) paying third-party access charges (e.g., kiosk, ISP, telecommunications) incurred while using the Service; and (iii) ensuring that the Customer Equipment and any ancillary services are compatible with the Service and comply with all configuration requirements set forth in the Documentation.

4. PROPRIETARY RIGHTS.

4.1. Ownership. The Service and other Intellectual Property (including but not limited to software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information) of Geo, its licensors and third party providers and all copies and parts thereof, whether any of the foregoing are pre-existing, developed in the course of these Terms, or otherwise, are and shall at all times remain, the sole and exclusive property of Geo or the respective third party, including without limitation, all patents, copyrights, trade marks, and other Intellectual Property Rights embodied therein or appurtenant thereto. There are no implied rights and all other rights not expressly granted herein are reserved. Unless otherwise agreed to in writing by the Parties, all license, right or interest to Services and Work Product shall be the property of Geo.

4.2. Customer Data. All Customer Data is owned exclusively by the Customer. Geo may access Customer’s User accounts, including Customer Data, solely to deliver services, respond to technical problems, or at the Customer’s request. Customer retains all copyright, trademark and other intellectual property rights in Customer Data.

5. CONFIDENTIALITY

5.1. Confidentiality. As used herein, "Confidential Information" means all confidential and proprietary information of a Party ("Disclosing Party") disclosed to the other Party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including these Terms (including pricing and other terms reflected in all Order Forms hereunder), the Customer Data, the Service, Geo Technology, business and marketing plans, technology and technical information, product designs, and business processes. The Receiving Party shall not disclose to anyone except those employees or contractors of the Receiving Party who have a need to know under these Terms, or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, except with the Disclosing Party's prior written permission. Each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either Party exercise less than reasonable care in protecting such Confidential Information. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

5.2. “Non-Confidential Information.” Notwithstanding any provision contained in these Terms, neither Party shall be required to maintain in confidence any of the following: (i) information that, at the time or after disclosure, becomes part of the public domain without restriction, except by breach of these Terms; (ii) information that the Receiving Party can demonstrate resulted from its own research and development, independent of and without reference to disclosure from the disclosing Party; (iii) information that the Receiving Party receives from third parties, provided such information was not obtained by such third parties from the Disclosing Party on a confidential basis; or (iv) information that is produced in compliance with applicable law or a court order, provided the other Party is given reasonable notice of such law or order and an opportunity to attempt to preclude or limit such production.

5.3. Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section 5, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.

6. FEES & PAYMENT.

6.1. End-User Subscription Fees and Payment. Pricing is based on per user, per month fees with a minimum order of ten (10) users. Customer shall pay all fees specified in all executed Order Forms hereunder. Except as otherwise provided, all fees are quoted and due in US dollars. Fees are based on the number of End-User subscriptions purchased in the relevant Order Form unless otherwise specified by Geo. Except as otherwise provided, fees are non-refundable, and the number of subscriptions purchased can not be decreased during the relevant subscription term specified in the Order Form. Geo may change or increase the prices it charges the Customer for the Service at any time effective thirty (30) days after providing notice to Customer. Customers’ purchase of the Extended Training Plan shall be for a twelve (12) month subscription and is only available to organizations with fewer than 2500 employees. If Customer elects to pay by a method other than by credit card, such invoice shall be due within thirty (30) days of the date of invoice from Geo.

6.2. Late Fees. A finance charge of 1.5% per month shall accrue, or, if less, the maximum amount allowed by law, and may be charged on past due accounts. Customer shall pay any attorneys’ fees, court costs, or other costs incurred in collection of delinquent undisputed amounts. If Customer’s account is 30 days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, Geo reserves the right to suspend the Service provided to Customer, without liability to Customer, until such amounts are paid in full.

6.3. Taxes. Unless otherwise stated, Geo’s fees do not include any local, state, federal or foreign taxes, levies or duties of any nature (“Taxes”). Customer is responsible for paying all Taxes, excluding only taxes based on Geo’s income. If Geo has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Geo with a valid Tax exemption certificate authorized by the appropriate taxing authority.

7. WARRANTIES AND DISCLAIMERS.

7.1. Limited Warranty. Geo warrants that for the Subscription term (i) the Service shall perform in all material respects in accordance with the Documentation. As Customer’s sole and exclusive remedy and Geo’s entire liability for any breach of the foregoing warranty, Geo will either (a) fix, provide a work around or otherwise remedy a problem that results in the Service to be nonconforming, so that the Service operates as warranted. If after thirty (30) days from the date of receipt of written notice of any non-conforming Service from Customer, Geo does not fix the non-conforming Service, Geo shall refund a pro rata portion of the Subscription Fees from the date of Customer’s notice of the Service non-conformance through the remainder of the applicable Term.

7.2. Warranty Exceptions. The warranty set forth in Sections 7.1 are void to the extent that any problem which results in the Service performance or system availability to be other than as warranted is due to (i) use of the Service outside the scope described in the Documentation; (ii) Customer Equipment and/or third party software, hardware or network infrastructure outside of Geo’s data center and not under the direct control of Geo; (iii) failure of the external internet beyond Geo’s Network; (iv) electrical or Internet access disruptions; (v) any actions or inactions of Customer or any other third party not under the direct control of Geo; (vi) attacks (i.e. hacks, denial of service attacks, malicious introduction of viruses and disabling devices) caused by third parties; or (vii) events of force majeure.

7.3. Disclaimer - No Other Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE IN SECTION 7.1, THE SERVICE IS PROVIDED ON AN “AS IS” BASIS AND GEO DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. INDEMNIFICATION.

8.1. Indemnification by Geo. Subject to these Terms, Geo shall defend, indemnify and hold Customer harmless against any loss or damage (including reasonable attorneys' fees) incurred in connection with claims, demands, suits, or proceedings ("Claims") made or brought against Customer by a third party alleging that the use of the Service as contemplated hereunder infringes the intellectual property rights of a third party; provided, that Customer (i) promptly gives written notice of the Claim to Geo; (ii) gives Geo sole control of the defense and settlement of the Claim (provided that Geo may not settle or defend any Claim unless it unconditionally releases Customer of all liability); and (iii) provides to Geo, at Geo's cost, all reasonable assistance.

8.2. Indemnification by Customer. Subject to these Terms, Customer shall defend, indemnify and hold Geo harmless against any loss or damage (including reasonable attorneys' fees) incurred in connection with Claims made or brought against Geo by a third party alleging that the Customer Data or Customer's use of the Service (as opposed to the Service itself) infringes the intellectual property rights of, or has otherwise harmed, a third party; provided, that Geo (i) promptly gives written notice of the Claim to Customer; (ii) gives Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle or defend any Claim unless it unconditionally releases Geo of all liability); and (iii) provides to Customer, at Customer's cost, all reasonable assistance.

9. LIMITATION OF LIABILITY.

9.1. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE SUBSCRIPTION FEES PAID BY CUSTOMER TO GEO FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9.2. Exclusion of Consequential and Related Damages. EXCEPT FOR (I) DAMAGES RELATED TO CLAIMS THAT ARE THE SUBJECT OF INDEMNIFICATION UNDER THESE TERMS; (II) DAMAGES RELATED TO CLAIMS BASED ON EITHER PARTY’S BREACH OF ITS OBLIGATIONS SET FORTH IN SECTION 6 (CONFIDENTIALITY); OR (III) DAMAGES RELATED TO EITHER PARTY’S UNAUTHORIZED USE, DISTRIBUTION, OR DISCLOSURE OF THE OTHER PARTY’S INTELLECTUAL PROPERTY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OR INACCURACY OF DATA, LOSS OF PROFITS OR REVENUE, BUSINESS INTERRUPTION, HOWEVER ARISING, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. TERM AND TERMINATION.

10.1. Term. This Service commences on the Effective Date and continues for the term specified in the Order Form unless terminated earlier pursuant to these Terms.

10.2. Termination for Cause. Notwithstanding the foregoing, these Terms may be terminated by either Party immediately upon written notice if the other Party: (i) becomes insolvent or ceases doing business for a period greater than ninety (90) days; or (ii) materially breaches any of its obligations under these Terms and fails to cure such breach within thirty (30) days following written notice to such Party.

10.3. Outstanding Fees. Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to Geo prior to the effective date of termination.

10.4. Return of Customer Data. Upon request by Customer made within 90 days of the effective date of termination, Geo shall make available to Customer for download a file of Customer Data in comma separated value (.csv) format or other mutually agreed upon format. After such 90-day period, Geo shall have no obligation to maintain or provide any Customer Data or materials and shall thereafter, unless legally prohibited, delete all Customer Data on its systems or otherwise in its possession or under its control.

10.5. Surviving Provisions. The following provisions shall survive any termination or expiration of these Terms: Sections 2.2, 4, 5, 6, 7, 8, 9, 10 and 11; and, any other terms that, by its nature, ought to survive termination, will survive the expiration or termination of these Terms.

10.6. Effect of Termination. Upon the effective date of termination of these Terms: (i) Geo shall immediately cease providing the Service to Customer; (ii) Customer’s license to use the Service shall cease; (iii) any and all payment obligations of Customer incurred prior to the date of termination shall immediately become due; (iv) within thirty (30) days of such termination each Party will return all copies of Confidential Information of the other Party in its possession, except as required to comply with any applicable legal or accounting record keeping requirement; (v) upon Customer’s written request, Geo shall acknowledge to Customer in writing that all active Customer Data has been removed and deleted from its systems within 90 days of termination; and (vi) Geo shall delete all backed-up Customer Data from Geo systems within 180 days of termination of these Terms.

11. GENERAL PROVISIONS.

11.1. Relationship of the Parties. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

11.2. Force Majeure. Neither Party shall be liable for failure to perform or for delay in performance hereunder due to causes beyond its reasonable control (each a “Force Majeure”), including, but not limited to, acts of God, fires, floods, earthquakes, accidents, strikes, acts of war, acts of terrorism, riot, embargoes, fuel crises, acts of civil or military authorities, or intervention by governmental authority, provided that such Party gives prompt written notice thereof to the other Party. Any failure occasioned by the foregoing shall be remedied as soon as reasonably possible.

11.3. Notices. All notices under these Terms shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; (iii) the second business day after sending by confirmed facsimile; or (iv) the second business day after sending by email. Notices to the Parties shall be addressed to the attention of its CFO, SVP Finance with a copy to its General Counsel.

11.4. Assignment. Customer shall not assign or transfer any right, or interest, or obligation, or any monies due to Geo, without the prior written consent of Geo. Any attempt by Customer to assign or transfer without Geo’s prior written consent will be void, have no effect, and Geo may terminate any and all Order Forms for cause. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

11.5. Governing Law and Venue. These Terms shall be governed exclusively by the internal laws of the State of Iowa, without regard to its conflicts of laws rules. The state and federal courts located in Polk County, Iowa shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to these Terms. Each Party hereby consents to the exclusive jurisdiction of such courts. Each Party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to these Terms. In the event of any suits or actions or other proceedings to enforce these Terms, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and other costs and expenses incurred therein.

11.6. Export Control Laws. Customer shall comply with all United States and foreign export control laws or regulations applicable to its performance under these Terms.

11.7. Government Use. AS DEFINED IN FAR SECTION 2.101, DFAR SECTION 252.227-7014(A)(1) AND DFAR SECTION 252.227-7014(A)(5) OR OTHERWISE, THE SERVICE, SOFTWARE, AND DOCUMENTATION PROVIDED IN CONNECTION WITH THESE TERMS ARE “COMMERCIAL ITEMS,” “COMMERCIAL COMPUTER SOFTWARE” AND/OR “COMMERCIAL COMPUTER SOFTWARE DOCUMENTATION.” CONSISTENT WITH DFAR SECTION 227.7202, FAR SECTION 12.212 AND OTHER SECTIONS, ANY USE, MODIFICATION, REPRODUCTION, RELEASE, PERFORMANCE, DISPLAY, DISCLOSURE OR DISTRIBUTION THEREOF BY OR FOR THE U.S. GOVERNMENT SHALL BE GOVERNED SOLELY BY THESE TERMS AND SHALL BE PROHIBITED EXCEPT TO THE EXTENT EXPRESSLY PERMITTED BY THESE TERMS. ANY TECHNICAL DATA PROVIDED THAT IS NOT COVERED BY THE ABOVE PROVISIONS SHALL BE DEEMED “TECHNICAL DATA-COMMERCIAL ITEMS” PURSUANT TO DFAR SECTION 227.7015(A). ANY USE, MODIFICATION, REPRODUCTION, RELEASE, PERFORMANCE, DISPLAY OR DISCLOSURE OF SUCH TECHNICAL DATA SHALL BE GOVERNED BY THE TERMS OF DFAR SECTION 227.7015(B).

11.8. Waiver and Cumulative Remedies. No failure or delay by either Party in exercising any right under these Terms shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.

11.9. Severability. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.

11.10. Entire Order. These Terms, including all addenda hereto and all Order Forms executed hereunder supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. In the event of any conflict between the provisions in these Terms or Order Form executed hereunder, the terms of such Order Form shall prevail to the extent of any inconsistency. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (excluding Geo Order Forms) shall be incorporated into or form any part of these Terms, and all such terms or conditions shall be null and void.

BY CLICKING THE “SUBMIT” BUTTON ON THE BUY NOW PAGE AND SUBMITTING YOUR REGISTRATION FORM, YOU EXPRESS YOUR CONSENT TO, AGREEMENT WITH, AND UNDERSTANDING OF, THE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS, YOU WILL NOT BE ABLE TO REGISTER FOR, OR OTHERWISE ACCESS AND USE, THE SERVICE.