THE WEBASSESS TESTING SYSTEM AGREEMENT ("AGREEMENT") GOVERNS YOUR 15-DAY FREE TRIAL OF OUR TESTING SERVICES ("SERVICES"). IF YOU USE OUR SERVICES AFTER YOUR FREE TRIAL HAS ENDED, THIS AGREEMENT WILL ALSO GOVERN YOUR ONGOING USE OF SUCH SERVICES. BY USING OUR SERVICES OR BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT.

THIS AGREEMENT WAS LAST UPDATED ON JULY 30, 2012. IT IS EFFECTIVE BETWEEN YOU AND US AS OF THE DATE YOU COMMENCE USING OUR SERVICES OR INDICATE ACCEPTANCE OF THIS AGREEMENT.

1.1. Definition of Affiliate

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

1.2. Definition of Assessment Session

"Assessment Session" means the period of time during which an individual is administered one or more employment tests on the WebAssess testing system.

1.3. Definition of Malicious Code

"Malicious Code" means viruses, worms, time bombs, Trojan horses, and other harmful or malicious code, files, scripts, agents or programs.

1.4. Definition of Services

"Services" means the online, Web-based tests, applications, and platform provided by Us via www.greatbiztools.com and/or other designated websites, that are used by You as part of Our 15-day free trial or purchased by You, including associated offline components but excluding Third-Party Applications.

1.5. Definition of Third-Party Applications

"Third-Party Applications" means online, Web-based applications and offline software products that are provided by third parties, interoperate with Our Services, and are identified as third-party applications.

1.6. Definition of Users

"Users" means any individuals who are authorized by You to use Our Services. Users may include but are not limited to Your job applicants, employees, consultants, contractors, agents, or third parties with which You do business.

1.7. Definition of We, Us, and Our

"We" means GreatBizTools, LLC. "Us" and "Our" refer to GreatBizTools, LLC.

1.8. Definition of WebAssess Application Programming Interface

"WebAssess Application Programming Interface" ("WebAssess API") means the point of interaction implemented by Our software program that enables it to interact with third-party software.

1.9. Definition of WebAssess License Agreement

"WebAssess License Agreement" or "License Agreement" means any agreement between You and Us that designates the restricted or unrestricted use of Services for a specified period of time for a specified fee.

1.10. Definition of You and Your

"You" means the company or other legal entity, including Affiliates of that company or entity, for which You are accepting this Agreement. "Your" refers to aforementioned company or other legal entity.

1.11. Definition of Your Data

"Your Data" means all electronic data or information submitted by You or created as a result of authorized individuals using Our Services.

2.1. Provision of Free Services

We will make Our Services available to You on a trial basis free of charge until the fifteenth day after Our Services have been activated in Your GreatBizTools account. Additional trial terms and conditions may appear on the "WebAssess Dashboard" web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

2.2. "As-Is" Services

NOTWITHSTANDING SECTION 7 (WARRANTIES AND DISCLAIMERS), DURING THE 15-DAY FREE TRIAL OUR SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY.

2.3. Provision of Purchased Services

We will make purchased Services available to You pursuant to this Agreement. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written comments made by Us regarding future functionality or features.

3.1. Our Responsibilities

We will: (1) provide to You basic support for Services at no additional charge, and/or upgraded support if purchased separately; (2) use commercially reasonable efforts to make Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We will give at least 8 hours notice via Services and which We will schedule to the extent practicable during the weekend hours from 9:00 p.m. Pacific time Friday to 3:00 a.m. Pacific time Monday), or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), or Internet service provider failures or delays; and (3) provide Services only in accordance with applicable laws and government regulations.

3.2. Your Responsibilities

You will: (1) be responsible for Users' compliance with this Agreement; (2) be solely responsible for the accuracy, quality, integrity and legality of Your Data and of the means by which You acquired Your Data; (3) use commercially reasonable efforts to prevent unauthorized access to or use of Our Services, and notify Us promptly of any such unauthorized access or use; and (4) use Our Services only in accordance with applicable laws and government regulations and the "GBT Terms and Conditions," "GBT Policies and Procedures," and "GBT Privacy Policy" posted on www.greatbiztools.com. You will not: (1) make Our Services available to anyone other than Your Users; (2) sell, resell, rent or lease Our Services; (3) use Our Services to store or transmit infringing, libelous, or otherwise unlawful material, or to store or transmit material in violation of third-party privacy rights; (4) use Our Services to store or transmit Malicious Code; (5) interfere with or disrupt the integrity or performance of Our Services or third-party data contained therein; and (6) attempt to gain unauthorized access to Our Services or their related systems or networks.

3.3. Usage Limitations

Services may be subject to other limitations, including but not limited to the following: (1) limits on disk storage space; (2) the number of calls You and authorized third parties are permitted to make against Our WebAssess API. You will be notified via email of any usage limitations that You and/or authorized third-party applications exceed.

4.1. Fees

Except as otherwise specified in a License Agreement, (1) fees are quoted and payable in United States dollars, and (2) payment obligations are non-cancelable and fees paid are non-refundable.

4.2. Payments for Purchased Services

You will provide Us with valid and updated credit card information, or with valid purchase orders or alternative documents reasonably acceptable to Us. If You use Our Services pursuant to this Agreement and You provide credit card information to Us, You authorize Us to charge Your credit card for used Services approximately every two weeks or when Your account balance meets or exceeds five hundred dollars ($500 USD), whichever occurs first. If You use Our Services pursuant to this Agreement and You provide purchase orders to Us, invoiced charges are due net 30 days from the invoice date. You are responsible for providing Us complete and accurate billing and contact information.

4.3. Payments for Services Per License Agreement

You will pay all fees specified in any License Agreement between You and Us. You will provide Us with valid and updated credit card information, or with valid purchase orders or alternative documents reasonably acceptable to Us. If You use Our Services pursuant to a License Agreement, You authorize Us to charge Your credit card for all Services indicated in the License Agreement for the initial license term and any renewal license term(s) as set forth in Section 10.2 (Term of WebAssess License Agreement). Such charges will be made in advance, either annually or in accordance with the billing frequency stated in the License Agreement. License fees that are based on monthly payment periods will be charged or invoiced on the license start date and each monthly anniversary thereof. If the License Agreement specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the License Agreement. Unless otherwise stated in the License Agreement, invoiced charges are due net 30 days from the invoice date. You are responsible for providing Us complete and accurate billing and contact information.

4.4. Overdue Charges

If any charges are not received from You by the due date, then at Our discretion, (1) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (2) we may condition future license renewals on payment terms shorter than those specified in Section 4.3 (Payments for Services Per License Agreement).

4.5. Suspension of Service and Acceleration

If any amount owing by You under this Agreement or any License Agreement for Our Services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full.

4.6. Payment Disputes

We will not exercise Our rights under Section 4.4 (Overdue Charges) or Section 4.5 (Suspension of Service and Acceleration) if the applicable charges are under reasonable and good-faith dispute and You are cooperating diligently to resolve the dispute.

4.7. Taxes

Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible, the appropriate amount will be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority.

5.1. Reservation of Rights

Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to Our Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

5.2. Copyrights

All content on www.greatbiztools.com (including but not limited to text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software), the compilation of all content on www.greatbiztools.com, and Our Services (collectively, "website, products, and Services") are the exclusive property of GreatBizTools, LLC or other organizations with which We have agreements ("Business Associates"). Our website, products, and Services are protected by federal and international copyright laws. No part of Our website, products, or Services may be copied, reproduced, distributed, or transmitted in any form or by any means, electronic or mechanical, including printing, photocopying, recording, or using any information storage and retrieval system. No adaptations, modifications, translations, or special versions of Our website, products, and Services may be made without permission in writing from Us.

5.3. Trademarks

Service marks and trademarks indicated on www.greatbiztools.com are Our or Our Business Associates' registered or pending trademarks. These trademarks may not be used in connection with any of Our products or Services in any manner that may cause confusion or that disparages or discredits Us, www.greatbiztools.com, or Our Business Associates. Certain trademarks that are not owned by Us or Our Business Associates are the property of their respective owners, who are not affiliated with, connected to, or sponsored by Us. Unauthorized Use of these trademarks or infringement upon trademark rights is strictly prohibited.

5.4. Restrictions

You will not: (1) permit any third party to access Our Services except as permitted herein or in a License Agreement; (2) create derivative works based on Our Services; (3) copy, frame or mirror any part or content of Our Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes; (4) reverse engineer Our Services; or (5) access Our Services in order to build a competitive product or service, or to copy any features, functions, or graphics of Our Services.

5.5. Ownership of Your Data

As between You and Us, You exclusively own all rights, title and interest in and to all of Your Data.

5.6. Suggestions

You will grant Us a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into Our Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of Our Services.

5.7. Federal Government End Use Provisions

We provide Our Services, including related software and technology, for ultimate federal government end use solely in accordance with the terms and conditions indicated below. Government technical data and software rights related to Our Services include only those rights customarily provided to the public as defined in this Agreement. This customary Agreement is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data - Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Us to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.

6.1. Definition of Confidential Information

As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") 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. Your Confidential Information will include Your Data; Our Confidential Information will include Our Services; and Confidential Information of each party will include the terms and conditions of this Agreement and all License Agreements, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data) will not include any information that: (1) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (2) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (3) is received from a third party without breach of any obligation owed to the Disclosing Party; or (4) was independently developed by the Receiving Party.

6.2. Protection of Confidential Information

Except as otherwise permitted in writing by the Disclosing Party, (1) the Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (2) the Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

6.3. Protection of Your Data

Without limiting the above, We will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Your Data. We will not: (1) modify Your Data, unless you specifically provide us a written request to modify such Data, or unless the modification to Your Data is required to keep Our Services operational; (2) disclose Your Data except as compelled by law in accordance with Section 6.4 (Compelled Disclosure) or as expressly permitted in writing by You; or (3) access Your Data except to provide the Services or prevent or address service or technical problems, or at Your request in connection with customer support matters.

6.4. Compelled Disclosure

The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

7.1. Our Warranties

We warrant that: (1) the Services will perform materially in accordance with this Agreement; and (2) the functionality of the Services will not be materially decreased during the term specified in Section 10.1 (Term of Agreement). For any breach of either such warranty, Your exclusive remedy will be as provided in Section 10.3 (Termination for Cause) and Section 10.4 (Refund or Payment upon Termination).

7.2. Mutual Warranties

Each party represents and warrants that: (1) it has the legal power to enter into this Agreement; and (2) it will not transmit to the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party).

7.3. Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

8.1. Indemnification by Us

We will defend You against any claim, demand, suit, or proceeding ("Claim") made or brought against You by a third party alleging that the use of Our Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and will indemnify You for any damages finally awarded against You and for reasonable attorney's fees incurred by You in connection with any such Claim, provided that You: (1) promptly give Us written notice of the Claim; (2) give us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability); and (3) provide to Us all reasonable assistance at Our expense.

8.2. Indemnification by You

You will defend Us against any Claim made or brought against Us by a third party alleging that Your Data, or Your use of Our Services in violation of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and will indemnify Us for any damages finally awarded against Us and for reasonable attorney's fees incurred by Us in connection with any such Claim, provided that We: (1) promptly give You written notice of the Claim; (2) give You sole control of the defense and settlement of the Claim (provided that You may not settle any Claim unless the settlement unconditionally releases Us of all liability); and (3) provide to You all reasonable assistance at Your expense.

8.3. Exclusive Remedy

Section 8 (Mutual Indemnification) states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of Claim described in this Section.

9.1. Limitation of Liability

In no event will Our total or aggregate liability arising out of or related to this Agreement or any License Agreement exceed the lesser of: (1) the dollar value of the actual damage, loss, or cause of action; or (2) one hundred dollars ($100 USD). You agree that Your use of Our Services is based upon Your own evaluation and judgment. A refund of all or a portion of the purchase price of Our Services, at Our option, constitutes Your sole and exclusive remedy, in lieu of all remedies and actual, consequential, special, or other damages in connection with any Services.

9.2. Exclusion of Damages

In no event will We or Our officers, directors, employees, agents, suppliers, distributors, and Business Associates be liable to You or any third party: (1) for any damages of any kind, including but not limited to, direct, indirect, incidental, special, consequential, punitive, or exemplary damages resulting from or in connection with this Agreement or any License Agreement; and (2) for any damages however caused, whether in contract, tort, or under any other theory of liability, and whether or not You have been advised of the possibility of such damages. Damages include but are not limited to loss of profits, loss of revenue, loss of business, loss of information, or any other kind of loss.

9.3. Additional Rights

Certain state laws do not allow limitations on implied warranties or the exclusion of limitation of certain damages. If such laws apply to You, some or all of the disclaimers, exclusions, or limitations in Section 9 (Limitation of Liability) may not apply to You, and You may have additional rights.

10.1. Term of Agreement

This Agreement commences on the date You accept it and continues until all Services granted in accordance with this Agreement have expired or have been terminated.

10.2. Term of WebAssess License Agreement

Any License Agreement between You and Us commences on the start date specified in the applicable License Agreement and continues for the license term specified therein. Except as otherwise specified in the applicable License Agreement, all licenses will automatically renew for additional periods equal to the expiring license term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant license term. The pricing during any such renewal license term will be the same as that during the prior license term unless We have given You written notice of a pricing increase at least 30 days before the end of such prior license term, in which case the pricing increase will be effective upon renewal and thereafter. Any such pricing increase will not exceed 12.5% over the pricing for the relevant Services in the immediately prior license term, unless the pricing in such prior license term was designated in the relevant License Agreement as "promotional" or "one-time."

10.3. Termination for Cause

A party may terminate this Agreement or any License Agreement for cause: (1) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or (2) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

10.4. Refund or Payment upon Termination

Upon termination of any License Agreement for cause by You, We will refund You any prepaid fees covering the remainder of the license term after the effective date of termination. Upon termination of any License Agreement for cause by Us, You will pay any unpaid fees covering the remainder of the license term after the effective date of termination. In no event will any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.

10.5. Return of Your Data

Upon written request by You made within 30 days after the effective date of termination of any License Agreement, We will make available to You for download a file of Your Data in a format acceptable to both You and Us. After such 30-day period, We will have no obligation to maintain or provide any of Your Data and may thereafter, unless legally prohibited, delete at Our sole discretion all of Your Data in Our systems or otherwise in Our possession or under Our control.

10.6. Surviving Provisions

Section 4 (Fees and Payments for Purchased Services), Section 5 (Copyrights, Trademarks, and Proprietary Rights), Section 6 (Confidentiality), Section 7.3 (Disclaimer), Section 8 (Mutual Indemnification), Section 9 (Limitation of Liability), Section 10.4 (Refund or Payment upon Termination), Section 10.5 (Return of Your Data), Section 11 (Notices, Governing Law, and Arbitration), and Section 12 (General Provisions) will survive any termination or expiration of this Agreement.

11.1. Notices

Except as otherwise specified in this Agreement or any License Agreement, all notices, permissions, and approvals hereunder will be in writing and will be deemed to have been given upon: (1) personal delivery; (2) the second business day after mailing; (3) the second business day after sending by confirmed facsimile; or (4) the first business day after sending by email (provided email will not be sufficient for notices of termination or an indemnifiable claim). Notices to You will be addressed to the company administrator designated by You for Your relevant Services account, and in the case of billing-related notices, to the relevant billing contact designated by You.

11.2. Governing Law

You agree that the laws of the state of Minnesota, without regard to choice or conflicts of law rules, govern this Agreement, any License Agreement, and any dispute of any sort that might arise between You and Us or between You and Our Business Associates. You also agree to the exclusive jurisdiction of the applicable courts in the state of Minnesota. The United Nations Convention on Contracts for the International Sale of Goods do not apply to this Agreement or any License Agreement.

11.3. Arbitration of Disputes

Any claim or controversy arising out of or related to this Agreement or any License Agreement will be settled by binding arbitration in St. Paul, Minnesota, or in Ramsey County, Minnesota according to the prevailing rules of the American Arbitration Association. An arbitrator's award will be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement or any License Agreement will be joined to an arbitration involving any other party subject to this Agreement or any License Agreement, whether through class arbitration proceedings or otherwise. The foregoing will not preclude Us from seeking injunctive or other appropriate relief in any federal court in the state of Minnesota or any state court to protect Our intellectual property rights or the intellectual property rights of Our Business Associates.

11.4. Waiver of Jury Trial

Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement or any License Agreement.

12.1. Export Compliance

Each party will comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using Our Services. Without limiting the foregoing, (1) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports; and (2) You will not permit Your authorized Users to access or use Our Services in violation of any U.S. export embargo, prohibition, or restriction.

12.2. Relationship of the Parties

The Parties are independent contractors. This Agreement or any License Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.

12.3. Third-Party Beneficiaries

There are no third-party beneficiaries to this Agreement or any License Agreement.

12.4. Waiver and Cumulative Remedies

No failure or delay by either party in exercising any right under this Agreement or any License Agreement will 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.

12.5. Severability

If any provision of this Agreement or any License Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will 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 this Agreement or any License Agreement will remain in effect.

12.6. Attorney Fees

You will pay on demand all of Our reasonable attorney fees and other costs incurred by Us to collect any fees or charges due Us under this Agreement following Your breach of Section 4.2 (Payments for Purchased Services) or Section 4.3 (Payments for Services Per License Agreement).

12.7. Assignment

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement or any License Agreement in its entirety, without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party's sole remedy for any purported assignment by the other party in breach of this paragraph will be, at the non-assigning party's election, termination of this Agreement or any License Agreement upon written notice to the assigning party. In the event of such a termination, We will refund to You any prepaid fees covering the remainder of the license term after the effective date of termination. Subject to the foregoing, this Agreement and any License Agreement will bind and inure to the benefit of the Parties, their respective successors, and permitted assigns.

12.8. Entire Agreement

This Agreement, including all exhibits and addenda hereto, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment, or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit, addendum, or License Agreement hereto, the terms of such exhibit, addendum, or License Agreement will prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase orders or other order documentation will be incorporated into or form any part of this Agreement or any License Agreement, and all such terms or conditions will be null and void.

12.9. Headings

Headings included herein are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of any part of this Agreement or any License Agreement.