Global ERG Network Membership Subscription Agreement

1. ACCEPTANCE OF TERMS

   This Subscription Agreement (“Agreement”) is by and between the (“GEN”) Global Employee Resource Group Network™, a division of PRISM International – A Talent-Dimensions Company, Inc., 1319 Post Hill Road, Factoryville PA, 18419 (“GEN”), and the Subscriber.

   This Agreement is effective as of the signing of this Agreement via Adobe Acrobat, electronic signature, and is subject to the Terms and Conditions attached here to.

2. DESCRIPTION OF SERVICE

   The GEN provides Subscriber with access to a varied and rich collection and depository of resources through the GEN’s network of properties (“Service”). This Service includes the following items based on the package items stated in this AGREEMENT: Career Development Best practice resources, templates, and toolkits; Monthly live events with recordings posted; Networking and knowledge sharing with other ERGs; Benchmarking data & reports; Data-driven 10-point check-up; Analytics dashboards and activity tracking; Premium press and branding opportunities; 24/7 on demand resources; Digital Learning trainings for 1- 2 month for your team; Monthly live events with recordings posted; Discount on Programs and Services from Talent Dimensions; Customized Workload Software from Talent Dimensions; Membership in CDO L&D community; Early Bird Registration Prices and Access; Membership session at the Annual ERG Council Conference; Leadership Development and Best Practice Session; ERG Benchmarking Discussion and Report; Exclusive Group Activity Summit; 1 Consulting Session or Jump-start ERG Session; 1 Action Planning Session; Article Submission; Webinar Summit Session complete; and 24/7 on demand best practices resources and recorded webinars. Unless explicitly stated otherwise, any new feature that augments or enhances the current Service, including the release of new GEN properties, shall be subject to this AGREEMENT. Subscriber understands and agrees that Service is provided “AS IS” and that the GEN assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any Subscriber communications or personalized settings.

   Subscriber is responsible for obtaining access to the Service by purchasing a subscription from the GEN. Subscriber understands that access may involve third party fees (such as Internet service provider or airtime charges). Subscriber is responsible for those fees. In addition, Subscriber must provide and is responsible for all equipment necessary to access the Service.

   Subscriber understands that it is their responsibility to provide security and virus protection software while using the Service.

   Subscriber agrees at all times while using this Service to conduct their self in an inclusive, respectful and productive manner.

   The GEN will make the Service available to Subscriber for one (1) year beginning on Effective Date as stated in this Agreement.

3. MODIFICATIONS TO SERVICE

   The GEN reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently the Service (or any part thereof) with or without notice.

   Subscriber agrees that the GEN shall not be liable to Subscriber or to any third party for any modifications, suspension or discontinuance of Service.

   GEN may change, add or remove any part of this Agreement, or any other terms associated with the use of this website, at any time, by notification via email or notification via standard mail or posting a notice of such changes to the Terms of Service page of the GEN website. Any changes shall become part of the

   Agreement and shall apply as soon as such notice is posted. By continuing use of the GEN membership site after the notice is posted, Subscriber is indicating acceptance of those changes.

4. FEES AND PAYMENTS

   Membership to the GEN is for (1) once year and includes unlimited use of the items in package outlined in this AGREEMENT, located on the www.GlobalERGNet.com membership site, the following items based on the package items stated in this AGREEMENT: Career Development Best practice resources, templates, and toolkits; Monthly live events with recordings posted; Networking and knowledge sharing with other ERGs; Benchmarking data & reports; Data-driven 10-point check-up; Analytics dashboards and activity tracking; Premium press and branding opportunities; 24/7 on demand resources; Digital Learning trainings for 1- 2 month for your team; Monthly live events with recordings posted; Discount on Programs and Services from Talent Dimensions; Customized Workload Software from Talent Dimensions; Membership in CDO L&D community; Early Bird Registration Prices and Access; Membership session at the Annual ERG Council Conference; Leadership Development and Best Practice Session; ERG Benchmarking Discussion and Report; Exclusive Group Activity Summit; 1 Consulting Session or Jump-start ERG Session; 1 Action Planning Session; Article Submission; Webinar Summit Session complete; and 24/7 on demand best practices resources and recorded webinars. Unless explicitly stated otherwise, any new feature that augments or enhances the current Service, including the release of new GEN properties, shall be subject to this AGREEMENT.

   Subscriber understands and agrees that Service is provided “AS IS” and that GEN assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any Subscriber communications or personalized settings. All paid for subscriptions are entitled to all other membership rights and privileges for a maximum number of employees. Additional employees may be added for $100 each, which will be included in your “Subscriber’s Annual Fee.”

   In order to use the Service or designated portions of the Service, Subscriber will provide the information required for the GEN to create an account. Subscriber agrees to pay all fees and charges, including applicable taxes (Fees), incurred through Subscriber’s account at the rates in effect for the billing period in which such Fees are incurred for all persons who will use the Service through Subscriber registration.

   In order to establish Subscriber’s use of the Service, Subscriber must provide the GEN with either valid credit card information, or valid check, and signed contract Agreement. By submitting credit card information, Subscriber gives the GEN permission to charge all Fees incurred through Subscriber’s account to the credit card designated. All Fees (other than renewal fees) will be charged at the time they are incurred.

5. REGISTRATION AND ACCOUNT CREATION

   As part of the registration and account creation process to access the website (www.GlobalERGNet.com), Subscriber will provide the GEN with the provided and requested registration information, all of which must be accurate and updated. Subscriber may modify their registration by logging in and updating via their designated Subscriber administrator. Subscriber is solely responsible for maintaining the confidentiality of their username and password. Subscriber is solely responsible for all usage or activity on Subscriber’s account (www.GlobalERGNet.com). Use of the account is solely for the Subscriber registered; therefore, Subscriber is not permitted to share or provide their Subscriber ID and password to any other person(s).

6. NON-TRANSFERABILITY OF SUBSCRIPTION

   Subscriber’s right to use the GEN Service is limited to the Subscriber and may not be sub-licensed, transferred, sold, or reassigned without prior approval from the GEN team. Any attempt to do so, will be void and will immediately void Subscriber’s Service.

7. SUBSCRIPTION RENEWAL AND CANCELLATION

   The renewal charge will be the current renewal Fee on a annual basis. Subscribers subscribing at discounted rates will have their renewal charge revert to the regular Fee of the Service selected. Subscriber may cancel Service at any time but will not receive a refund or credit.

8. THIRD PARTIES

   Any correspondence or business dealings with, or participation in promotions of, third parties found on or through this Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between the Subscriber and such third party. Subscriber agrees that the GEN shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties on the Service. The Global ERG Network cannot and does not warrant any products or services which are referenced in or available from resources found on or through the services provided by GEN from a third-party member or materials provided.

9. LINKS

   The GEN may provide, or third parties may provide, links to other Worldwide Websites or resources. Because the GEN has no control over such websites or resources, Subscriber acknowledges and agrees that the GEN is not responsible for the availability of such external websites or resources and does not endorse and is not responsible or liable for any content, accuracy, quality, advertising, products, or other materials or on available from such websites or resources. Subscriber further acknowledges and agrees that the GEN shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection of or reliance on any such content, goods or services available on or through any such website or resource.

10. DISCLAIMER OF WARRANTIES

    Subscriber expressly understand and agree that:

    1. Subscriber use of the services is at Subscriber’s sole risk. The service is provided on an “as is” and “as available” basis. The GEN expressly disclaims all warranties of any kind, whether expressed or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
    2. The GEN makes no warranty that (i) the service will meet Subscriber requirements, (ii) the service will be uninterrupted, timely secured or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by Subscriber through the service will meet Subscriber expectations, (v) any errors in the software will be corrected, (vi) or that the GEN website, its content, and the servers on which the website and content are available are free of viruses or other harmful components.
    3. Any material downloaded or otherwise obtained through the use of this service is done at the Subscriber’s own discretion and risk and that Subscriber will be solely responsible for any damage to themselves, computer systems or loss of data that results from the download of any such material.
    4. No advice or information, whether oral or written, obtained by Subscriber from the GEN or through or from the service shall create any warranty not expressly stated in the Agreement.
    5. This website may contain various combinations of text, images, audiovisual productions, opinions, statements, facts, articles, market data, stock quotes or other information created by the GEN or by third parties. Due to the number of sources from which content in this website is obtained, and the inherent hazards of electronic distribution, there may be delays, omissions, or inaccuracies in such content, accordingly, such content, including the market data, is for Subscriber reference only and should not be relied upon by the Subscriber for any purpose. Such content is not intended for the purpose of tax or investment advice and it does not advocate the purchase or sale of any security or investment.
    6. Information created by third parties that Subscriber may access on the website or through links is not adopted or endorsed by the GEN and remains the responsibility of such third parties.

11. LIMITATION OF LIABILITY

    Subscriber expressly understands and agrees that the GEN shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if the GEN has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorized access to or alteration of Subscriber transmissions or data; (iv) statements or conduct of any third party on the service; or (v) any other matter relating to the service.

    The GEN’s sole liability and the Subscriber’s exclusive remedy for any and all claims for damages related to the service provided by the GEN, its owners, representatives and affiliated organizations, in contract, tort, or otherwise is limited to the amount paid by the Subscriber within the current year under this Agreement.

12. EXCLUSIONS AND LIMITATIONS

    Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to the Subscriber.

13. TRADEMARK INFORMATION

    All content on this website (“Content”), including, without limitation, names, logos, trademarks, service marks, images, articles, columns, graphics, photographs, illustrations, artwork, audio clips, video clips, software and other elements making up the Service are protected by copyrights and other intellectual property rights owned and controlled by the GEN or by other parties that have licensed their content to the GEN. Except as specifically provided herein, no Content may be copied, reproduced, republished, downloaded, posted, transmitted or distributed in any way, or otherwise used for any purpose, without the prior written permission of their respective owners. Subscribers may not add, delete, distort or

    otherwise modify the content on this website. Any unauthorized attempt to modify any Content, to defeat security measures, or to utilize this website for other than its intended purposes is prohibited.

    The Global Employee Resource Group Network™, PRISM International – A Talent Dimensions Company and other logos, product and service names are trademarks of PRISM International – A Talent Dimensions Company. All other trademarks appearing on the website are trademarks of their respective owners and our reference to them does not imply or indicate any approval or endorsement by their owners unless such approval or endorsement is expressly made. It is understood that the GEN and its website is an educational and informational service and that references to other names and trademarks are necessary in the course of providing information and commentary about the subjects that this website covers. It is not intended to constitute legal advice or legal opinions on any specific matters. Transmission of the information is not intended to create, and receipt does not constitute a lawyer-client relationship between the GEN and the Subscriber or any other party. The GEN will enforce its intellectual property rights to the fullest legal extent.

    PRISM International – A Talent Dimensions Company owns and distributes the Service. PRISM International – A Talent Dimensions Company retains all rights, title and copyright on the Service, including but not limited to, text, data, graphics, HTML coding, and screen displays or layouts. In accordance with this AGREEMENT, PRISM International – A Talent Dimensions Company grants the Subscriber a limited license to display, show, or in like manner, provide the Service to Subscriber’s employees on Subscriber’s Internet or Intranet. Subscriber agrees not to sell, or reproduce in any form other than a computer display within Subscriber’s physical network; or place the Service on any non- password or firewall-protected server accessible to the Internet, or to distribute the Service or any portion thereof, via any physical method (such as diskette, USB drive, cloud system, CD-ROM, downloadable action, paper printing or any other technology not specifically named on this document) without the express written permission of PRISM International – A Talent Dimensions Company.

    The Subscriber may not alter the images to make them appear to be the copyrighted property of anyone other than PRISM International – A Talent Dimensions Company. The Subscriber is NOT licensed to rent, lease, transfer, network, reprise display or distribute the Service, except as specifically noted above.

    Subscriber acknowledges that unauthorized reproduction of copies of this Service may result in a suit for damages, injunctive relief and attorney fees pursuant to this AGREEMENT and to other rights that PRISM International – A Talent Dimensions Company may have. It is understood that, notwithstanding, any other provisions of this AGREEMENT, PRISM International – A Talent Dimensions Company, has the unequivocal right to obtain timely injunctive relief to protect its proprietary rights.

    If Subscriber suspects that the Global Employee Resource Group Network™, PRISM International – A Talent Dimensions Company’s Content or Trademarks are being misused, please contact info@globalergnet.com.

14. NON-WAIVER

    The failure of the GEN to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision and the other provisions of the Agreement remain in full force and effect. Subscriber agrees that regardless of any statue or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

15. INDEMNIFICATION

    Subscriber agrees to indemnify, defend and hold the GEN and PRISM International – A Talent Dimensions Company harmless from any claims and expenses, including reasonable attorney’s fees, arising from or related to any breach by Subscriber of any terms of this Agreement.

16. SUBMITTED QUESTIONS OR OTHER SUCH COMMENTS, CONTENT OR MATERIALS

    Any requests for assistance, comments, content, materials, emails or letters sent by Subscriber to the GEN™ or PRISM International – A Talent Dimensions Company regarding the website, including without limitation, questions, comments, suggestions, criticisms or the like (“Received Materials”) shall be deemed to be non-confidential and free of any claims of proprietary or personal rights unless Subscriber explicitly states in correspondence that the email or letter is “not for publication” and contains “private and proprietary” information that may not be distributed. The GEN™ and PRISM International – A Talent Dimensions Company shall have no obligation of any kind with respect to such Received Materials and both the GEN and PRISM International – A Talent Dimensions Company will be free to reproduce, use, disclose, exhibit, display, transform, edit, abridge, create derivative works from and/or distribute the Received Materials without limitation or restriction. Furthermore, the GEN and PRISM International – A Talent Dimensions Company is free to use any ideas, concepts, know-how or techniques contained in any communication the Subscriber sends to the GEN for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products and services using such information without compensation or any other obligations to anyone, including the Subscriber.

17. RESTRICTIONS ON USE

    Subscriber may not use the GEN Service or any of its Content for any illegal purpose or in any manner inconsistent with this Agreement. Subscriber agrees to use the GEN website solely for Subscriber’s own noncommercial use and benefit and not for resale or other transfer or disposition to any other person or entity.

18. SEVERABILITY

    If any provision of this Agreement is found invalid or unenforceable, the provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in force.

19. ENTIRE AGREEMENT

    This Agreement and any other terms and conditions of Service on www.GlobalERGNet.com constitute the entire Agreement between the Subscriber and the GEN and govern the Subscriber’s use of the Service.

20. REFUSAL OR DISCONTINUANCE OF SERVICE

    The GEN reserves the right to refuse or discontinue Service to any Subscriber for non-compliance with this Agreement.

    The GEN may revoke or discontinue Service to any Subscriber in the event that Subscriber violates one or more of the provisions of the Agreement or if the license payment is deemed not valid. If Subscriber commits a material breach described in this Agreement, involuntary revocation of the license does not grant any refund of payment made. Revocation of Subscriber’s service is in addition to any other remedies, which the GEN has under this Agreement and/or applicable law.

21. CHOICE OF LAW AND FORUMThis Agreement will be governed by the laws of the State of Pennsylvania. Any dispute arising from the terms of this Agreement or breach of this Agreement will be governed by the laws of the State of Pennsylvania. The parties hereby express waive trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other on any matter whatsoever arising out of or in any way connected with these Terms and Conditions and agree to submit to binding arbitration.

I have read and understand this agreement and agree to be bound by all of its terms. I am authorized by my organization to agree to this agreement.