TERMS OF USE

Valid Evaluation, Inc. (“Company”) Web Site General Terms of Use

Valid Evaluation, Inc. (“Company”) owns and operates this Company Web Site (“Site”). The Site includes material, items, logos, trademarks, features, text, software, photos, videos, graphics, music, sound, data, project organization and management processes information, evaluation data and results, and information (“Material”) in its content that are the subject of trademark, copyright, patent or other proprietary protection. Further, certain Materials in this Site are the property of third parties, who have authorized Company to distribute and use these Materials within this Site. All right, title and/or interest in and to such Materials, including all associated proprietary rights, are held by and shall remain with Company. You, the individual, whether as a sole individual or acting on behalf of an entity, that accesses, views and or uses the Site acknowledge that you do not acquire any ownership rights in, nor do you acquire any license to any rights, either expressed or implied, to the Materials by accessing and using this Site. Company specifically reserves all rights not expressly authorized under these Terms of Use, and you are only authorized to use this Site and the Materials as outlined herein. Company has the right, at any time and without notice, to change or discontinue this Site or any aspect or feature of this Site, including without limitation, the content, hours of availability, and the equipment needed for access or use of this Site, and any service or product offered at this Site, without liability and the terms recited in this Terms of Use and the Privacy Practice Statement. Use of the Site is strictly voluntary. If you do not agree to these Terms of Use and the Privacy Practice Statement, you must immediately log off the Site and may not use, in any manner or in any way, the Site. Additionally, contents on this Site may contain typographical errors, inaccuracies, omissions in relation to products, services, pricing, locations, descriptions, information, and other matters. Company reserves the right to correct any errors, inaccuracies, or omissions and to discontinue, change or update information and content in the Site at any time and without notice. If Company discovers any pricing errors or product and/or service errors, those errors will be promptly corrected, at any time and without notice, on this Site and on any related agreement, and the corrected price or product and/or service will be immediately effective on the date associated with the update or change. The user acknowledges that this Site is related to the provision of services for evaluating programs, projects and personnel and the efficiency and success thereof; and in particular, Cohort Services that are used for Cohorts (a specifically identified event, grant-making cycle, class, group, gathering or program) to evaluate Cohort Activity utilizing Rubrics to assess performance quality of the phases of a Cohort. Cohort Services are provided under a Cohort Services Agreement.

Restrictions on Use (As Applicable):

You shall use the Company Site for lawful purposes only. You shall not post or transmit on this Site any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, gives rise to civil liability or otherwise violate any law. Without Company's express prior approval, you shall not post or transmit through this Site any material which contains advertising or any solicitation with respect to products or services. You shall not use this Site to advertise or perform any commercial solicitation, including without limitation, the solicitation of users to become subscribers of other on-line information services, users of any platform services or products and/or services competitive with this Site. Any conduct by you that in Company's discretion restricts or inhibits any other user from using or enjoying this Site will not be permitted. Further, you may not eliminate, remove, alter or modify any advertising placed on this Site.

Subject to the copyright and trademark use authorizations below, since this Site contains Materials that are the subject of copyright, trademark and other proprietary protection, you may not modify, publish, transmit, display, participate in the transfer or sale, create derivative works, or in any way exploit, any of the Materials, in whole or in part, or this Site, in whole or in part, external to you. You may download the Materials for your internal use only on a single computer or you may network the Materials only on your internal intranet, which is owned, leased or solely controlled by you. Except as otherwise expressly permitted under statutory proprietary law or under these Terms of Use, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded Materials will be permitted without the express written permission of Company and/or the third-party owner. In the event of any permitted copying, redistribution or publication of the Materials, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made, and the integrity of the Material and this Site shall be preserved.

You shall not upload, post or otherwise make available on this Site any item protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any item is not protected by such proprietary rights rests with you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks or other proprietary rights, or any other harm resulting from such availability. By providing items to any public area of this Site, you automatically grant, or warrant that the owner of such Page 2 of 8 item has expressly granted to you, the royalty-free, worldwide, perpetual, irrevocable, non-exclusive right and license to use, in any manner, reproduce, modify, adapt, publish, display, translate and distribute such material (in whole or in part) and/or to incorporate it in other works in any form, media or technology now known or hereafter developed. You also permit any other user of this Site to access, view, store or reproduce the item for that user's personal use on a single computer. You grant Company the right to edit, copy display, publish and distribute any item made available on this Site by you.

Further, you, as a visitor or user of the Site, shall not:

• violate any applicable law or regulation;
• upload, post, use, transmit, or otherwise make available, including by email, (each, a “Post”) any content or information that is false or inaccurate;
• post any content that is unlawful, illegal, stalking, harmful, violent, threatening, abusive, harassing, tortious, defamatory, vulgar, profane, sexual in nature, obscene, libelous, false, invasive of another's privacy or publicity rights, or content that could otherwise be considered to be objectionable in Company's sole judgment;
• impersonate or use the identity of another person or organization, or falsely state or otherwise misrepresent your affiliation with a person or organization or engage in any actions that includes personal or identifying information about any individual included in the contents of this Site;
• engage in any activities or manipulate identifying material to misrepresent the origin of content;
• post any content that is subject to any disclosure restrictions;
• post any materials, items, information or content that infringes or otherwise violates any patent, copyright, trademark, or any other intellectual property rights;
• post any unsolicited or unauthorized advertising or promotional materials, including without limitation, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
• use the Site to disseminate any information or content, including by email, that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, or information or content that could otherwise be considered to be objectionable or hateful toward an individual or group of individuals on the basis of gender, sexual orientation, race, ethnicity, age, disability or religion;
• post any material that contains software viruses or any other corrupt computer code, files or programs that impair the use of any computer software or hardware or telecommunications equipment or any other devices;
• interfere with or otherwise limit the use of the Site by other users; or collect, compile, or store personal information about other users of the Site;
• disrupt or interfere with the operation of the Site by overloading or exceeding the capacity of the Site or the systems resources; accounts; usernames and passwords; servers; or networks connected to or accessible through the Site or any affiliated or linked sites;
• disrupt or interfere with the security of, or otherwise cause harm to, the Site or the systems resources; accounts; usernames and passwords; servers; or networks connected to or accessible through the Site or any affiliated or linked sites;
• use any robot, spider, other automatic device, or manual process to “screen scrape,” monitor, “mine,” or copy the web pages on the Site or the content contained therein without Company's prior, express, and written permission; or
• use the Site for commercial purposes, which includes marketing, solicitation or promotion except as otherwise allowed herein or in valid agreements with Company.

The foregoing provisions of this Section are for the benefit of Company, its subsidiaries, affiliates and its third-party content providers and licensors and each shall have the right to assert and enforce such provisions, directly, against you or on its own Page 3 of 8 behalf. You acknowledge that Company, its parent, its subsidiaries, affiliates and third-party content providers and licensors assume no responsibility or liability for your actions or activities that are inconsistent with the restricted uses recited herein.

Disclaimer of Warranty/Limitation of Liability

1. YOU EXPRESSLY AGREE THAT USE OF THIS SITE IS AT YOUR SOLE RISK. THIS SITE, AND THE CONTENTS THEREIN, ARE NOT GUARANTEED TO BE UNINTERRUPTED OR ERROR FREE; NOR IS ANY WARRANTY PROVIDED AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THIS SITE, AND THE CONTENTS THEREIN, OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION, SERVICE OR PRODUCTS PROVIDED THROUGH THIS SITE OR THAT THIS SITE IS FREE FROM ANY CLAIMS OF INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY, ITS AGENTS OR EMPLOYEES SHALL CREATE ANY WARRANTY.
2. THIS SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER APPLICABLE LAW. ADDITIONALLY, THERE ARE NO WARRANTIES AS TO THE RESULTS OBTAINED FROM THE USE OF THIS SITE AND THE CONTENTS HEREIN. THE INFORMATION OR CONTENTS OF THIS SITE SHOULD BE USED BY YOU ONLY AS AN INFORMATIONAL SOURCE AND SHOULD NOT SERVE AS THE SOLE FACTOR IN OR BASIS FOR ANY DECISION, INFORMATION OR CONTENTS. THE INFORMATION OR CONTENTS OF THIS SITE ARE INTENDED TO SOLELY PROVIDE GENERAL GUIDANCE ON MATTERS OF INTEREST FOR YOUR USE AND YOU ACCEPT FULL RESPONSIBILITY FOR ITS USE. WHILE EVERY EFFORT IS MADE TO ENSURE THE CORRECTNESS AND COMPLETENESS OF THE INFORMATION OR CONTENTS CONTAINED HEREIN, YOU ACKNOWLEDGE THAT COMPANY DOES NOT PROMISE OR GUARANTEE THAT THE INFORMATION OR CONTENT CONTAINED HEREIN IS CORRECT, COMPLETE, OR ACCURATE. YOU ACKNOWLEDGE, BY YOUR USE OF THE SITE, THAT SUCH USE IS AT YOUR SOLE RISK. COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT THE CONTENT PROVIDED ON THIS SITE IS APPLICABLE OR APPROPRIATE FOR USE IN LOCATIONS OUTSIDE OF THE UNITED STATES. THE CONTENTS OF THIS SITE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCTS OR SERVICES OFFERED HEREIN. ANY APPLICABLE PRODUCT OR SERVICE WARRANTIES THAT ACCOMPANY THE PRODUCT AND/OR SERVICE ARE RECITED IN A SEPARATE AGREEMENT AND UNDERSTANDING, WHICH WILL BE SUBJECT TO ACCEPTANCE BY YOU PRIOR TO YOUR USE OF THE PRODUCT AND/OR SERVICE.
3. IN NO EVENT WILL COMPANY OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THIS SITE, OR THE CONTENT INCLUDED THEREIN, BE LIABLE IN CONTRACT, IN TORT (INCLUDING FOR ITS OWN NEGLIGENCE) OR UNDER ANY OTHER LEGAL THEORY (INCLUDING STRICT LIABILITY) FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR REVENUES, LOSS OF USE OR SIMILAR ECONOMIC LOSS, ARISING OUT OF THE USE OF OR INABILITY TO USE THIS SITE. YOU HEREBY ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL ASPECTS REGARDING THE USE OF THE CONTENTS OF THIS SITE. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. Under no circumstances whatsoever shall Company's aggregate liability resulting from or relating to your access and use of the Site exceed One Hundred Dollars ($100.00).
4. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS COMPANY AND ITS PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS, FROM AND AGAINST ANY AND ALL LOSS, EXPENSES, DAMAGES, AND COSTS, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS FEES, RESULTING, WHETHER DIRECTLY OR INDIRECTLY, FROM MY VIOLATION OF THESE TERMS OF USE. YOU ALSO AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS COMPANY AND ITS PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS, FROM AND AGAINST ANY AND ALL CLAIMS BROUGHT BY THIRD PARTIES ARISING OUT OF YOUR USE OF THIS SITE OR SITE CONTENTS IN BREACH OF THESE TERMS OF USE BY ANY MEANS, INCLUDING WITHOUT LIMITATION, THROUGH A POSTING, A LINK, REFERENCE TO USER CONTENT, OR OTHERWISE, UNLESS PROHIBITED BY APPLICABLE LAW.

Term/Obligations Upon Termination

Your right to use any part of this Site may be subject to immediate termination by Company if your use of this Site is inconsistent with the Terms of Use recited herein or if you misappropriate, misuse or infringe any of the Materials and/or the associated proprietary interests or rights of Company or any third party. Notwithstanding the foregoing, Company may block, restrict, disable, suspend or terminate your access to or use of this Site, in whole or in part, without prior notice or without liability to you. You are free to discontinue your use of this Site at any time. All Material is and shall remain the sole and exclusive property of Company. Your right to use such Material is only authorized for the purposes stated herein, and you may store the Material during your continued and uninterrupted use of this Site; however, you may not store for future use such Material beyond your termination of access and use of this Site, nor may you develop a library of such Material during your use of this Site or after your termination of use of this Site.

Site Applicable Related Terms

These Terms of Use incorporate by reference the following terms and/or statements:

• Privacy Practice Statement (you must agree to the Privacy Practice Statement to continue access and use of this Site)
• Trademark Use Terms
• Copyright Use Terms
• Governing Laws Terms
• Permission to Link Terms
• Third-Party Link Terms
• Account Terms (or Registration Terms)
• Contact Information

TRADEMARK USE TERMS

Company Trademark Use Authorization

Company trademarks, service marks, certification marks, logos and/or trade names (collectively, marks) identify Company products and services, and let the public know the source of those products and services. You may make fair use of our trademarks in advertising and promotional materials, and in referring to our products and services (for example, in a magazine article) without our written permission, provided you follow standard trademark usage practices and provide proper attribution. Further, any other use of the marks shall be subject to express written authorizations under accepted agreement terms. In the event you wish to use the marks for linking, please refer to Company's Permission to Link Terms.

You May Not Use Company Marks, Whether Design or Word Marks, in the Following Ways:

• in a non-Company product or service name or publication title; or
• in, in combination with, as, or as part of your own or third-party trademarks, servicemarks, logos or trade names; or
• to identify non-Company products or services; or
• in a manner likely to cause confusion; or
• in a manner that implies inaccurately that Company sponsors, endorses, or are otherwise is connected with your own activities, products, and services; or
• in a manner that distorts, changes, dilutes or modifies the marks so as to affect its registered U.S. and international trademark status or in a manner detrimental to the enforcement of U.S. and international trademark protections; or
• in a manner that disparages or adversely impacts Company or any of its parent, subsidiary, affiliate, associate or related business entities, or any of its directors, officers, employees or agents thereof, or its Site, products or services.

Your use of any marks constitutes your acceptance of the terms of this authorization. Company disclaims any warranties or guarantees, whether express or implied, including warranties against infringement with regard to the marks and their use, and the marks are provided “AS IS.” Further, Company reserves the right, for any reason and without notice, at any time, to terminate this authorization or modify the terms recited herein. Any other uses require written permission from Company.

Please make such requests by contacting Company as specified in this Site. Company will evaluate your request as soon as possible.

In the event any other trademarks appear on this Site that are not Company marks, you have no authorization to use, in any manner, or link to such marks; nor does Company grant you any rights, explicitly or implied, to use any such marks or to link to such trademarks. You will need to obtain permission from the owners of such marks in order to use or link.

Additionally, Company has rights to certain registered domain names in which it has a proprietary interest. The domain names are subject to the same restrictions as recited above and in the linking terms. Company claims rights in the following domain names: “valideval.com”. Company claims rights in the following Twitter account: “@valideval”.

Proper Attribution of Company Marks:

When you use Company marks, please include an appropriate notice (as shown below) attributing the marks to Company.

• Valid Eval™ is trademark of Company.
• The ™ and ™ logos are trademarks of Company.

COPYRIGHT USE TERMS

Company Copyright Use Authorization

Company's Site contains copyrighted material that includes, but is not limited to, screen shots, documents, data, graphical displays, pictures, digital images, text, format, Rubrics, matrix formats, and computer code. Access and use of the Cohort Services requires execution of a Cohort Services Agreement and an End-User License Agreement, and governs the copyright applicable to the materials associated with the Cohort Services. These materials are owned by Company or its suppliers, and your download, access or use of these materials from this Site does not transfer any rights, title or interest, whether expressed or implied, in the materials or the copyrights held in the materials, except as authorized herein, to you. Company disclaims any warranties or guarantees, whether express or implied, including warranties against infringement with regard to the materials and their use, and the materials are provided “AS IS.” Further Company reserves the right for any reason and without notice, at any time, to terminate this authorization or modify the terms recited herein.

Personal Use of Site Copyrighted Material

Company hereby authorizes you to view, copy, download, and print Company materials that are available on this Site, subject to the following conditions:

• The materials may be used solely for your personal or intranet requirements for informational purposes, and for no other purposes, including commercial exploitation or distribution, either independently or in combination with or integrated in other products.
• The materials may not be modified, altered, changed, translated or edited nor may you create derivative works thereof, except where otherwise stated.
• The following copyright notice and permission notice must appear on each document: “Copyright © 2024 Valid Evaluation, Inc. All rights reserved. Protected by the copyright laws of the United States and International Treaties and Authorized for Use by Valid Evaluation, Inc.”
• Copyright or any other proprietary notices may not be removed, deleted or altered in any manner.

You may not reproduce, copy, or redistribute the design or layout of this Site, individual elements of this Site design, or Company marks without the express written permission of Company, or where otherwise stated. Any license grants are subject to the execution of a Cohort Services Agreement and an End-User License Agreement with respect to any use of copyrighted items associated with the Cohort Services.

Commercial Use of Site Copyrighted Material

Reproduction, copying, or redistribution for commercial purposes (external to your intranet) of any Materials on this Site is strictly prohibited without the express written permission of Company.

DMCA (Digital Millennium Copyright Act)

We respect the intellectual property of others, and we ask you to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent the following information:

1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
2. A description of the copyrighted work that you claim has been infringed;
3. A description of where the material that you claim is infringing is located on the Site;
4. Your address, telephone number, and email address;
5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
6. A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Our Copyright Agent for Notice of claims of copyright infringement on the Site can be reached at the following:

GOVERNING LAWS TERMS

Applicable Laws

This Site (excluding linked sites) is controlled by Company from its offices within the State of Colorado, United States of America. It can be accessed from all 50 states, including territories, as well as from other countries around the world. As each of these places has laws that may differ from those of Colorado, by accessing this Site both you and Company agree that the statutes and laws of the State of Colorado, without regard to the conflicts of laws principles thereof, will apply to all matters relating to use of this Site.

You and Company also agree and hereby submit to the exclusive personal jurisdiction and venue of the competent courts in the State of Colorado, county of Denver or the nearest Federal Court with respect to such matters. Company makes no representation that materials on this Site are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws. You shall adhere to U.S. Export Administration Laws and Regulations, and to International Internet Laws, Rules and Regulations.

PERMISSION TO LINK TERMS

Terms for Linking

Company welcomes a link from your web page to Company's Site. The following describes how you may link and the process for achieving such interaction between this Site and your link. Except as Company may authorize elsewhere, non-Company sites may link to this Site only by using Company's logo, tradename, trademark or URL - “www.valideval.com” (collectively, Link Elements). By using these Link Elements, you agree to be bound by the following terms.

1. Company grants you a non-exclusive, non-transferable right and license to display the Link Elements only on your site only for the purposes of establishing a link to this Site. You may display one or more Link Elements on your site provided that when a user clicks on your choice of a Link Element, the user always links to this Site, except where otherwise authorized. Further, you are not permitted to change or modify the Link Elements in a manner that is detrimental to the enforcement of U.S. and international trademark and copyright interests and title. Further, you may not eliminate, remove, alter or modify any advertising placed on this Site or any affiliated Company Sites. Further, you may not link to any site that disparages or compromises this Site, either legally or morally, in anyway.
2. The link elements are not to be considered or to be construed, either explicit or implied, as any endorsement, agency or affiliate relationship, strategic alliance or any other legal or business relationship and are only provided for the convenience of the user at your site.
3. You may not use the link elements for or in the encouragement of unlawful or illegal purposes, or use or display the link elements in a disparaging, derogatory, detrimental or adverse manner, whether or not related to Company or Company's Site.
4. As a result of your use of these Linking Elements, you are not granted any other license or right in the marks or copyrights held and owned by Company in these Linking Elements and any related materials. Further, no license, either expressed or implied, is granted to any other intellectual property, including those properties associated with this Site, and any or all of the contents, therein.
5. Company, at any time without notice, reserves the right, for any reason and in its sole discretion, to terminate or modify immediately, Company's Terms for Linking. Upon termination, you shall promptly remove the link elements from your site. Company disclaims any warranties or guarantees, whether express or implied, including warranties against infringement, with regard to the link elements and their use, and the contents of this Site. The content of this Site is provided “AS IS”.
6. Company reserves the right to pursue any action against any use that does not conform to these terms or infringes any Company intellectual property right or any or other interest, or violates any other applicable laws related to, arising from or associated with the link, Linking Elements, Company or this Site.

THIRD-PARTY LINK TERMS

Links to Third-Party Sites

In the event there are any links provided in this Site to other third-party sites, which let you leave this Site, you acknowledge by your use of such links that Company provides such links for your convenience only and makes no representations whatsoever about such third-party sites. These non-Company linked sites are independent from Company and Company is not responsible for the contents of any linked site or any link contained in a linked site, or the operation, performance reliability of such site or the contents therein or any changes or updates to such sites. The inclusion of any such link does not imply endorsement, either expressly or implied, by Company of the linked site. The linking to and use of such site is completely your responsibility and any liabilities or risks associated with such linking or use of the Site, and the contents therein, shall be assumed totally and completely by you. Company assumes no liability or risk for any damages, either direct or consequential, or claims as a result of such linking and use of this Site and you will hold Company completely harmless with respect to any claim made or action commenced as a result of such linking to or use or the site and any contents therein.

ACCOUNT AND/OR REGISTRATION ESTABLISHMENT TERMS

If you are a registered user at this Site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer or mobile devices or other electronic data devices. You agree to accept responsibility for all activities that occur under your account or password. Company reserves the right, without notice and in its sole discretion, to refuse or restrict access or service, terminate accounts, or remove or edit content. To open an account, you will create a username and a password, and agree to maintain the security, confidentiality and integrity of your username, password, and any other security measures employed by Company. You are responsible for all access to or use of your account (including financial transactions) under your username and password, including but not limited to access or use by any other individual, whether or not authorized by you. You agree to immediately notify Company of any breach of security, including but not limited to unauthorized use of your username or password, and to immediately take all reasonable steps to prevent its further occurrence, including but not limited to changing your password. You represent and warrant that all information that you provide for your account is current, accurate, complete and truthful, including but not limited to, your legal name, street address, email address, telephone number, and, if applicable, financial transaction account information. Further, if applicable, you authorize Company and any payment processing service provider it may engage to charge your credit card, debit card or to debit or process payment through any offered means, for any products or services you purchase through your use of the Site. You represent and warrant that you are an authorized account holder of any financial transaction, if applicable, account which you provide to Company for payment of transactions that you make at this Site. You represent that you are the only one who will make payments, if applicable, in connection with the Site, and that you shall be responsible for any and all uses of your credit card, debit card or any other payment means used in or under your name. Unless otherwise specified, any amounts paid to Company are non-refundable. You understand that you are communicating electronically with Company. You expressly consent to receipt of electronic communications from Company whether by posting or email that you provide by setting up your user account. However, such communications from Company in connection with purchases, if applicable, shall be limited to communications relating to services, programs, or products following acceptance of an electronic agreement or payment for purchases. You agree that all agreements, notices, disclosures, authorizations, verifications, confirmations or other electronic term communications that Company provides to you according to this account establishment section satisfies the legal requirements that such communication be in writing.

CONTACT: Please let us know if you found the above useful with respect to your access and use of the Site. Any questions, clarifications, changes to PII or opt out needs, or any other concerns regarding this Privacy Practice Statement, please contact:

Valid Evaluation Inc. (“Company”) – Contact Information:

END USER LICENSE AGREEMENT (EULA) (“AGREEMENT”) TERMS

IMPORTANT!!!

READ THIS END USER LICENSE AGREEMENT (“AGREEMENT” OR ALTERNATELY, “EULA”) CAREFULLY BEFORE ACCESSING AND/OR USING THE LICENSED SOFTWARE PRODUCT AND/OR LICENSED COHORT SERVICE PRODUCT AND RELATED DOCUMENTATION, IF ANY, (COLLECTIVELY, THE “PRODUCT”). THIS AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN “LICENSEE” OR “CUSTOMER” OR AUTHORIZED “END-USER” AND “LICENSOR” OR “VALID EVAL” (VALID EVALUATION, INC.). IF THE SOFTWARE/COHORT SERVICE PRODUCT IS ACCESSED AND/OR USED, LICENSEE IS DEEMED TO HAVE UNCONDITIONALLY ACCEPTED THIS AGREEMENT AND AGREES TO BE BOUND BY ITS TERMS. FURTHER, BY CLICKING “AGREE” AT THE END OF THIS DOCUMENT, LICENSEE HAS DEMONSTRATED LICENSEE'S UNCONDITIONAL ACCEPTANCE OF THIS AGREEMENT AND THIS AGREEMENT IS EFFECTIVE AS OF THAT DATE (“EFFECTIVE DATE”). IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT (AS DEMONSTRATED BY CLICKING “DO NOT AGREE”), LICENSEE IS NOT AUTHORIZED TO ACCESS AND/OR USE THIS SOFTWARE/COHORT SERVICE PRODUCT; AND AS A RESULT, LICENSEE SHALL IMMEDIATELY CEASE ACCESS TO AND/OR USE OF THE SOFTWARE/COHORT SERVICE PRODUCT. FOLLOWING THE ELECTION OF “DO NOT AGREE”, LICENSEE WILL RECEIVE A FULL REFUND, IF SO PAID, OF ANY FEE PAID AS PROVIDED UNDER THE TERMS OF THE QUOTE, WHICH TERMS ARE FOUND AT HTTPS://WWW.VALIDEVAL.COM AND WHICH TERMS ARE INCORPORATED HEREIN BY REFERENCE. THIS AGREEMENT, IF ACCEPTED, AND ANY AGREEMENTS AND TERMS AND CONDITIONS INCORPORATED BY REFERENCE REPRESENT THE COMPLETE AGREEMENT BETWEEN LICENSEE AND LICENSOR CONCERNING THE SOFTWARE/COHORT SERVICE PRODUCT, AND IT SUPERSEDES ANY PRIOR OR CONCURRENT AGREEMENT, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES (EXCEPT LICENSOR'S COHORT SERVICE AGREEMENT (“CSA”) WHEN FULLY EXECUTED BY LICENSOR AND LICENSEE, IF APPLICABLE), INCLUDING BUT NOT LIMITED TO ANY ASSOCIATED LICENSEE PURCHASE ORDER TERMS AND CONDITIONS UNDER WHICH THE SOFTWARE/COHORT SERVICE PRODUCT WAS OBTAINED UNLESS OTHERWISE AGREED IN WRITING.

Licensor and Licensee may be alternatively referred to as party, individually, and parties, collectively.

It is acknowledged by Licensee and Licensor that Licensee is either: i) a sole individual (“user”) or ii) a legal entity, in which case, it is the legal entity and not the employee, agent or representative (“users”) of Licensee that is entering into this Agreement. Further, in the case of a legal entity, Licensor acknowledges that Licensee may have multiple authorized and recognized users networked and/or residing at various Licensee physical locations that may access and use the Product on behalf of and for the benefit of Licensee, and that such users will unconditionally bind Licensee to this Agreement. Notwithstanding the foregoing, Licensee assumes the entire responsibility and liability to verify Licensee's authorized and recognized users that access and utilize the Product. Further, Licensee may have already accepted a version of the terms and provisions in this Agreement by signing a separate agreement; and therefore, i) the “individual user” or ii) the “employee, agent or representative users of Licensee” must make inquiries to determine if such other agreement exists. If none exists, any action as recited above by an “individual user” or “employee, agent or representative users” binds Licensee to this Agreement. If an agreement has been signed by an authorized and recognized representative of Licensee, this Agreement shall be considered to contain the entire understanding of Licensee and Licensor relating to the subject matter recited herein and this Agreement shall supersede all prior or contemporaneous, conflicting or additional communications or agreements, whether oral or written, between Licensee and Licensor relating to the subject matter recited herein except if otherwise agreed to in writing. This Agreement and the referenced terms and conditions and/or any referenced additional agreements are incorporated herein by reference, apply to the availability and use of the Product. Licensee reserves the right to cancel any order for the Product, at any time, prior to any access and/or use of the Product.

The Product is licensed and NOT sold to Licensee. This Product is protected by U.S. and International copyright laws and treaties, as well as other U.S. and International laws and treaties, both statutory and common law, related to other forms of “Intellectual Property”, including but not limited to patents, trade secrets, trademarks or any other recognized forms of common law or statutory proprietary protection. Valid Evaluation, Inc. (“Licensor”), or its parent, subsidiaries, affiliates, and associated entities (collectively “Licensor”), owns and/or holds all right, title and/or interest in and to all Intellectual Property rights in the Product. In the event certain portions, modules or components of the Product require incorporation of third-party software (which third-party software will be specifically identified to Licensee by Licensor); Licensor has obtained rights to and holds rights in such third-party software under third-party license grants to such certain third-party software Intellectual Property, which grant of rights are consistent with the rights authorized hereunder with respect to the access and/or use of the Product or, alternately, Licensee shall obtain such third-party license with terms that are consistent with the requirements hereunder. The Product, and any access and/or use thereof, is subject to all the terms and conditions of this Agreement and rights and interests, which may be asserted, under applicable Intellectual Property protections. Further, this Agreement comprises and incorporates by reference the following terms and conditions, as applicable, which are incorporated herein and made a part hereof by reference; and in particular, those items referenced at www.valideval.com, including Terms of Use, Privacy Practice Statement (collectively, “Policies”) and any other identified third-party software or hardware (“Third-Party Products”). All the foregoing Policies and Third-Party Products are subject to changes in terms and practices, at the discretion of Valid Eval, and at any time, during the Agreement Term.

The following definitions apply to this Agreement:

“End-Users” mean “Organizers,” “Judges,” and/or “Teams&edquo; identified and authorized by the Customer through the “Program Manager” to use the “Cohort Services” on Customer's behalf and for Customer's benefit solely in connection with an identified “Cohort” in accordance with this Agreement and where such End-Users are authorized to access and use the “Cohort Services” in connection with “Cohort Activity.”

“Program Manager” means a Customer selected individual, entity or organization that assumes the obligation to authorize End- Users for participation in a “Cohort” and implementation of associated “Cohort Activity” under a validly executed EULA in connection with Cohort Services.

“Cohort Services” or alternately, “Product” means service functionality that provides assessment, decision support and “Feedback” delivery for authorized End-Users, who have entered into validly executed EULAs, for an identified Cohort, which allow End-Users to use and access “Rubric” content, engage in Cohort Activity, and input certain data and information associated with the Cohort by accessing the Cohort Services via a Hosted System utilizing Hosted Software. In particular, the services facilitate the End-User data and/or information input by, transmitted to, loaded into, stored in, or processed by the Hosted Software residing on the Hosted System that results from Cohort Activity associated with “Rubrics” meeting the requirements of “Rubric Certification”.

“Teams” mean individuals, organizations or entities having a point of contact, as appointed by the Program Manager, who are End-Users under executed EULAs, that “perform” during the Cohort Activity associated with the identified Cohort under a Quote wherein performance generates performance data and information associated with Cohort Activity for processing by the Cohort Services.

“Judges” mean at least one individual, who is an End-User under an executed EULA, that is a subject-matter expert or a subject matter qualified individual, for the identified Cohort under a Quote to generate and record “Scores”. Judge End-Users are appointed by the Program Manager to assess Teams' performances.

“Organizers” mean at least one individual, as appointed by the Program Manager, that is an End User under an executed EULA, leading the Cohort Activity of the identified Cohort, identifying participating Teams and Judges to engage in Cohort Activity, and assessing the Cohort Activity of the identified Cohort.

“Cohort” means one specifically identified event, grant-making cycle, class, group, gathering or program as identified by Customer in the Quote for selected Cohort Services. Each identified Cohort identifies a Program Manager that facilitates the engagement of Organizers, Teams and Judges.

“Cohort Activity” means all of the activities associated with a specifically identified Cohort under a Quote as implemented by the Program Manager and/or Organizers consistent with Customer's Quote description of Cohort Services for Cohort activities and the granting of certain authorized rights to the Customer, subject to the restrictions recited herein, to perform the relevant Cohort activities. These activities include, subject to the restrictions recited in this Agreement: i) the promotion of the identified Cohort by Customer, Program Manager or Organizers; ii) the participation, as applicable, by Program Manager and/or Organizers in the associated Cohort Activities for the identified Cohort; iii) the recruitment by the Program Manager of Organizers, Teams and Judges to participate in the identified Cohort; iv) the right of use, disclosure and dissemination of “Evaluations”, “Scores”, “Feedback”, “Consensus Reports” and “Profile Data” exclusively and solely for the identified Cohort; v) the right of disclosure and dissemination of the “Rubric” and / or “Performance Artifact Template” exclusively and solely for the identified Cohort; iv) the process of matching Teams to Judges for the purposes of assessment for each “Round of Evaluation” associated with the Cohort; vi) the production of Scores by Judges associated with the Cohort; vii) the analysis of data and information provided by the Teams and Judges in the form of Evaluations, Phase Summaries and Consensus Reports; and viii) the delivery of “Feedback” to Teams.

“Rubric” means the sophisticated scoring format of evidence-based assessment guidelines appearing in a matrix. Rubrics are subject to “Rubric Certification” by Valid Eval as validated for use in a “Phase” within a specified Cohort. A Cohort Activity includes disclosure and dissemination of one or more Rubrics, provided that the Rubrics identified with a Phase are used for the Cohort. Each Rubric has one or more Rubric dimensions, each of which is subject to a dimension score (recorded numerically) by a Judge after the Judge's assessment of a given performance; and each Rubric dimension has one or more Rubric subdimensions, each of which is subject to a qualitative click defining the Judge's view of that aspect of a performance's quality. Each Rubric has a scoring weight that is associated with each Rubric dimension. The overall quantitative value of a given Score is the weighted average of the recorded dimension scores. The foregoing provides Score(s) to prepare “Performance Artifacts”.

“Rubric Certification” means the process by which Valid Eval produces an appropriate Rubric for use with a specific or identified “Phase” for the identified Cohort. All Rubrics deployed within a Cohort Activity must be certified by Valid Eval as applicable and suitable for purpose of the goals or objectives of a Cohort.

“Score” means a single Judge's assessment of a single Teams' performance during a “Phase” using a single Rubric. The assessment data and information input are organized utilizing the Rubric. The Judge provides both qualitative and quantitative assessment inputs, optionally including “Score Comments”.

“Score Comments” mean free-form comments or remarks entered by a Judge during the generation of a Score.

“Evaluation” means the analysis data generated from a collection of all Scores on a specific Team from Judges recorded during a particular “Phase”. Evaluations are created by the Hosted Software based on the Scores provided by the Judges.

“Profile Data” means personally identifiable information (“Personal Information”) that is any data or information that could potentially identify an individual and therefore, distinguish one person from another and can be used for de-anonymizing anonymous data of End-Users, including Program Manager, Organizers, Teams or a Judges directly associated with a Cohort, as defined by the Customer under a Quote or requested by the Program Manager. The Customer, or the Program Manager, is responsible for selecting what type of Personal Information to include in the Profile Data forms, which are captured when the Program Manager, Organizers Teams and Judges participate in the Cohort Activity.

“Feedback” means anonymized Scores and Evaluations delivered to Teams designed to help explain Cohort factors and characteristics applicable to the Cohort and associated Cohort Activity and to deliver structured, prioritized and actionable direction for improvement or confirmation of direction. Feedback delivered to Teams includes only Scores and Evaluations recorded to the Team directly associated with the Cohort and Cohort Activity. Feedback comprises Scores and Evaluations at the conclusion of a “Round of Evaluation”.

“Phase” means a defined window of time during which Scores of Teams are recorded by Judges using the sole - associated Rubric during a given “Round of Evaluation.”

“Phase Summary” means the data and statistics summarizing and analyzing all of the Scores and Evaluations in a given Phase.

“Round of Evaluation” means the collection of Scores, Evaluations and Phase Summary(ies) for a Phase(s), which occurred concurrently during a time bounded period of assessment of a Teams' performance in connection an objective or goal of a Cohort and associated Cohort Activity. A Round of Evaluation is either comprised of a single Phase, or it is a “Faceted Round of Evaluation”.

“Faceted Round of Evaluation” means a Round of Evaluation that involves two or more concurrent Phases where by the data from each Phase are combined to facilitate decision-making.

“Consensus Meeting” means the collaborative process to review and analyze “Consensus Reports,” Evaluations, and Scores associated with a given Round of Evaluation.

“Performance Artifact” means a work product, whether in tangible or intangible form, associated with the Cohort Activity produced by a Team and provided by that Team for assessment during the Cohort Activity.

“Performance Artifact Template” means a template formatted for inputs by a Team in connection with Cohort Activity. The Performance Artifact Template is produced by Valid Eval for the Cohort for an associated Rubric.

“Hosted Software” means the standard commercially available Valid Eval software that functions to support the Cohort Services, as specified in the Quote.

“Hosted System” means the server(s) and computer network(s), including the cloud-based access and use, that provides the Program Manager and authorized End Users to remotely access the Hosted Software for the provision of Cohort Services obtained by the Customer.

“Third-Party Products” means hardware or software provided from third parties that facilitates the Cohort Services, and which warranties and obligations are passed through directly to Customer under the Quote.

“Consensus Reports” mean formatted outputs of Phase Summary, Evaluations, Scores, and any other performance information.