MANAGING A FIRE COMPANY SOFTWARE LICENSE AGREEMENT

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE USING THE MANAGING A FIRE COMPANY (“MFC SOFTWARE”) ONLINE TRAINING PROGRAM. BY SELECTING THE “ACCEPT” BUTTON, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “DO NOT ACCEPT” BUTTON. YOU MAY RETURN THE ENTIRE MFC SOFTWARE PACKAGE TO THE PLACE OF PURCHASE FOR A REFUND.

1. General:

The MFC Software and accompanying documentation are licensed under this agreement to you, the Customer. Under the terms of this Agreement, MFC reserves all rights not expressly granted to you. This Agreement will govern any software upgrades, replacements, or additions provided by MFC, unless the upgrade, replacement, or addition is accompanied by a separate license agreement.

2. Ownership:

Title and intellectual property rights in and to the MFC software and/or any materials associated with or displayed by the MFC software belong to MFC. The MFC software and its associated materials may be protected by patent, copyright, trademark, and other intellectual property laws and treaties. As such, you agree that aspects of the licensed, copyrighted materials, including the specific design and structure of individual programs, any underlying source code, comprising the MFC Software and certain of the materials accompanying and comprising the MFC Software, constitute the intellectual property of MFC. You agree not to disclose, provide, or otherwise make available to a third party this intellectual property, in any form, without the prior written consent of MFC. You agree to implement reasonable security measures to protect this intellectual property.

3. License Grants:

Subject to the terms and conditions of this Agreement, including payment of all fees by you, MFC grants you, as set forth below, a non-transferable, non- assignable, non-exclusive, limited Single User License to use the MFC software for the purpose of fulfilling the required cognitive portion of the MFC standard, without the right to sublicense the MFC software to any other parties.

• By agreeing to this single user license agreement, you agree to allow MFC to provide your registration email address certification update emails, progress and completion report emails, along with other emails that are associated with maintaining and enhancing your MFC certification.

4. Restrictions:

EXCEPT AS EXPRESSLY AUTHORIZED ABOVE, YOU AGREE THAT YOU SHALL NOT COPY, IN WHOLE OR IN PART, ANY OF THE MATERIALS AND/OR CONTENT ASSOCIATED OR COMPRISING THE MFC SOFTWARE, INCLUDING, BUT NOT LIMITED TO, THE TEXT, VIDEO, PICTURES, ARTWORK AND/OR DOCUMENTATION ASSOCIATED WITH THIS SOFTWARE. YOU FURTHER AGREE THAT YOU SHALL NOT MODIFY THE MFC SOFTWARE, REVERSE COMPILE OR REVERSE ASSEMBLE ALL OR ANY PORTION OF THE MFC SOFTWARE, OR RENT, LEASE, DISTRIBUTE, SELL, OR CREATE DERIVATIVE WORKS OF THE MFC SOFTWARE OR THE MATERIALS ASSOCIATED WITH THE MFC SOFTWARE THAT ARE INCLUDED IN THE TRAINING PROGRAM.

5. Term and Termination:

The licenses granted under this Agreement are effective until terminated. The licenses granted to you under this Agreement shall terminate 365 days after the date on which said licenses are agreed to and is activated. Further, the MFC software consists of 6 training modules, and your access to each training module will terminate under this Agreement 365 days after the date on which said licenses are granted. After 365 days, all access will be denied to all training material (finished and unfinished) unless the Licensee has renewed their license. Your rights under this Agreement, including the licenses granted to you, shall terminate automatically without any notice from MFC for any violation of this Agreement. At MFC’s option, MFC may terminate this Agreement for failure to pay any required license fee(s). Upon termination of this Agreement, all of your right to use the MFC Software shall immediately cease and all outstanding fees that you become obligated to pay hereunder shall become immediately due and payable. Further, upon termination of this Agreement, you shall cease to use and remove all copies of the MFC software and/or educational materials associated with the program.

6. Indemnification:

You will indemnify, defend, and hold MFC harmless from and against any and all losses, liabilities, damages, claims, demands, suits, actions or judgments, and all costs and expenses, including attorneys’ fees (collectively, “Losses”), (i) based upon, or arising out of third-party claims for damage to property or injury (including death) to any person or persons; (ii) based upon or arising from your failure to carry out any obligations under this Agreement.

7. Disclaimer of Warranties:

To the maximum extent permitted by applicable law, neither MFC nor any of its suppliers or licensors makes any representation of warranty of any kind whether express or implied (either in fact or by operation of law) with respect to the MFC software or any services or other materials provided by MFC. MFC expressly disclaims all implied warranties, including all warranties of non-infringement, merchantability, and fitness for a particular purpose. MFC does not warrant that the MFC software will meet your needs or operate in combination with other software. MFC does not warrant that the MFC software or any professional services are error-free or that operation of the MFC software will be secure or uninterrupted.

8. Limitation of Liability:

You agree that notwithstanding any damages that you may incur for any reason whatsoever (including without limitation, all direct or general damages), the entire liability of MFC and any of MFC’s affiliates in connection with this Agreement or any MFC Software, and your exclusive remedy in connection with this Agreement or any MFC Software shall be limited to the amount paid by You under this Agreement. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails of its essential purpose. In no event shall MFC or MFC’s affiliates be liable for any special, incidental, indirect, or consequential damages whatsoever.

9. Relationship of the Parties:

Nothing in this Agreement will be construed to constitute either party as an employee, agent, partner, franchisee or joint venturer of the other. Except to the extent expressly provided in this Agreement or in another written instrument executed by the Parties, neither Party will have any authority to transact business or otherwise act on behalf or in the name of, or to bind, the other Party in any manner whatsoever.

10. No Waiver, Discharge:

The failure of either Party to enforce at any time any provision of this Agreement will in no way be construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of such Party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement will be held to be a waiver of any other or subsequent breach hereof.

11. Notices:

All notices, requests, demands, claims and other communications permitted or required to be given hereunder will be in writing and will be deemed duly given and received (i) if personally delivered, when so delivered, (ii) if mailed, three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below, or (iii) if sent through a same-day or overnight delivery service in circumstances as to which such service guarantees next day delivery, the day following being so sent: (a) if to MFC, to: Managing a Fire Company PO Box 44530 Phoenix, AZ 85064 Either Party may give any notice, request, demand, claim or other communication hereunder using any other means (including, without limitation, electronic mail), but no such notice, request demand, claim or other communication will be deemed to have been duly given or received unless and until it actually is received by the individual(s) for whom it is intended and the notifying Party can provide evidence of such actual receipt. MFC may change its address for the receipt of notices, requests, demands, claims and other communications hereunder by giving the other party notice of such change in the manner herein set forth.

12. Assignment; Subcontracting:

Customer may not assign its rights or delegate or subcontract its obligations hereunder without the prior written consent of MFC.

13. Successors and Assigns:

This Agreement will be binding upon and will inure to the benefit of the Parties and their successors and permitted assigns, and any reference hereto to a Party will also be a reference to a permitted successor or assign. Nothing expressed or implied in this Agreement is intended, or will be construed, to confer upon or give any person or entity other than the Parties and their successors and permitted assigns any right, remedy, obligation or liability under or by reason of this Agreement, or result in such person or entity being deemed a third party beneficiary of this Agreement.

14. Governing Law; Venue:

This Agreement and all questions relating to its validity, interpretation, performance and enforcement shall be governed by and construed in accordance with the laws of the State of Arizona, without giving effect to the principles of conflicts of law. The Parties agree that jurisdiction and venue in any action brought by any party pursuant to this Agreement shall properly and exclusively lie in any federal or state court located in Phoenix, Arizona. By execution and delivery of this Agreement, each Party irrevocably submits to the exclusive jurisdiction of such courts for itself and in respect of its property with respect to such action. The Parties irrevocably agree that venue would be proper in such court, and hereby waive any objection that such court is an improper or inconvenient forum for the resolution of such action.

15. Entire Agreement; Modification:

This Agreement constitutes the entire, final and complete agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, representations, negotiations, communications and understandings, whether written or oral, between the Parties with respect to such subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by each of the Parties.

16. Survival:

The rights and obligations of MFC and Customer, which by intent or meaning have validity beyond the termination of this Agreement (including, but not limited to, rights with respect to confidentiality, ownership, intellectual property, indemnification, non-solicitation, injunctive relief, and governing law), shall survive the termination of this Agreement.

MANAGING A FIRE COMPANY SOFTWARE LICENSE AGREEMENT

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE USING THE MANAGING A FIRE COMPANY (“MFC SOFTWARE”) ONLINE TRAINING PROGRAM. BY SELECTING THE “ACCEPT” BUTTON, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “DO NOT ACCEPT” BUTTON. YOU MAY RETURN THE ENTIRE MFC SOFTWARE PACKAGE TO THE PLACE OF PURCHASE FOR A REFUND.

1. General:

The MFC Software and accompanying documentation are licensed under this agreement to you, the Customer. Under the terms of this Agreement, MFC reserves all rights not expressly granted to you. This Agreement will govern any software upgrades, replacements, or additions provided by MFC, unless the upgrade, replacement, or addition is accompanied by a separate license agreement.

2. Ownership:

Title and intellectual property rights in and to the MFC software and/or any materials associated with or displayed by the MFC software belong to MFC. The MFC software and its associated materials may be protected by patent, copyright, trademark, and other intellectual property laws and treaties. As such, you agree that aspects of the licensed, copyrighted materials, including the specific design and structure of individual programs, any underlying source code, comprising the MFC Software and certain of the materials accompanying and comprising the MFC Software, constitute the intellectual property of MFC. You agree not to disclose, provide, or otherwise make available to a third party this intellectual property, in any form, without the prior written consent of MFC. You agree to implement reasonable security measures to protect this intellectual property.

3. License Grants:

Subject to the terms and conditions of this Agreement, including payment of all fees by you, MFC grants you, as set forth below, a non-transferable, non- assignable, non-exclusive, limited Single User License to use the MFC software for the purpose of fulfilling the required cognitive portion of the MFC standard, without the right to sublicense the MFC software to any other parties.

• By agreeing to this single user license agreement, you agree to allow MFC to provide your registration email address certification update emails, progress and completion report emails, along with other emails that are associated with maintaining and enhancing your MFC certification.

4. Restrictions:

EXCEPT AS EXPRESSLY AUTHORIZED ABOVE, YOU AGREE THAT YOU SHALL NOT COPY, IN WHOLE OR IN PART, ANY OF THE MATERIALS AND/OR CONTENT ASSOCIATED OR COMPRISING THE MFC SOFTWARE, INCLUDING, BUT NOT LIMITED TO, THE TEXT, VIDEO, PICTURES, ARTWORK AND/OR DOCUMENTATION ASSOCIATED WITH THIS SOFTWARE. YOU FURTHER AGREE THAT YOU SHALL NOT MODIFY THE MFC SOFTWARE, REVERSE COMPILE OR REVERSE ASSEMBLE ALL OR ANY PORTION OF THE MFC SOFTWARE, OR RENT, LEASE, DISTRIBUTE, SELL, OR CREATE DERIVATIVE WORKS OF THE MFC SOFTWARE OR THE MATERIALS ASSOCIATED WITH THE MFC SOFTWARE THAT ARE INCLUDED IN THE TRAINING PROGRAM.

5. Term and Termination:

The licenses granted under this Agreement are effective until terminated. The licenses granted to you under this Agreement shall terminate 365 days after the date on which said licenses are agreed to and is activated. Further, the MFC software consists of 6 training modules, and your access to each training module will terminate under this Agreement 365 days after the date on which said licenses are granted. After 365 days, all access will be denied to all training material (finished and unfinished) unless the Licensee has renewed their license. Your rights under this Agreement, including the licenses granted to you, shall terminate automatically without any notice from MFC for any violation of this Agreement. At MFC’s option, MFC may terminate this Agreement for failure to pay any required license fee(s). Upon termination of this Agreement, all of your right to use the MFC Software shall immediately cease and all outstanding fees that you become obligated to pay hereunder shall become immediately due and payable. Further, upon termination of this Agreement, you shall cease to use and remove all copies of the MFC software and/or educational materials associated with the program.

6. Indemnification:

You will indemnify, defend, and hold MFC harmless from and against any and all losses, liabilities, damages, claims, demands, suits, actions or judgments, and all costs and expenses, including attorneys’ fees (collectively, “Losses”), (i) based upon, or arising out of third-party claims for damage to property or injury (including death) to any person or persons; (ii) based upon or arising from your failure to carry out any obligations under this Agreement.

7. Disclaimer of Warranties:

To the maximum extent permitted by applicable law, neither MFC nor any of its suppliers or licensors makes any representation of warranty of any kind whether express or implied (either in fact or by operation of law) with respect to the MFC software or any services or other materials provided by MFC. MFC expressly disclaims all implied warranties, including all warranties of non-infringement, merchantability, and fitness for a particular purpose. MFC does not warrant that the MFC software will meet your needs or operate in combination with other software. MFC does not warrant that the MFC software or any professional services are error-free or that operation of the MFC software will be secure or uninterrupted.

8. Limitation of Liability:

You agree that notwithstanding any damages that you may incur for any reason whatsoever (including without limitation, all direct or general damages), the entire liability of MFC and any of MFC’s affiliates in connection with this Agreement or any MFC Software, and your exclusive remedy in connection with this Agreement or any MFC Software shall be limited to the amount paid by You under this Agreement. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails of its essential purpose. In no event shall MFC or MFC’s affiliates be liable for any special, incidental, indirect, or consequential damages whatsoever.

9. Relationship of the Parties:

Nothing in this Agreement will be construed to constitute either party as an employee, agent, partner, franchisee or joint venturer of the other. Except to the extent expressly provided in this Agreement or in another written instrument executed by the Parties, neither Party will have any authority to transact business or otherwise act on behalf or in the name of, or to bind, the other Party in any manner whatsoever.

10. No Waiver, Discharge:

The failure of either Party to enforce at any time any provision of this Agreement will in no way be construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of such Party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement will be held to be a waiver of any other or subsequent breach hereof.

11. Notices:

All notices, requests, demands, claims and other communications permitted or required to be given hereunder will be in writing and will be deemed duly given and received (i) if personally delivered, when so delivered, (ii) if mailed, three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below, or (iii) if sent through a same-day or overnight delivery service in circumstances as to which such service guarantees next day delivery, the day following being so sent: (a) if to MFC, to: Managing a Fire Company PO Box 44530 Phoenix, AZ 85064 Either Party may give any notice, request, demand, claim or other communication hereunder using any other means (including, without limitation, electronic mail), but no such notice, request demand, claim or other communication will be deemed to have been duly given or received unless and until it actually is received by the individual(s) for whom it is intended and the notifying Party can provide evidence of such actual receipt. MFC may change its address for the receipt of notices, requests, demands, claims and other communications hereunder by giving the other party notice of such change in the manner herein set forth.

12. Assignment; Subcontracting:

Customer may not assign its rights or delegate or subcontract its obligations hereunder without the prior written consent of MFC.

13. Successors and Assigns:

This Agreement will be binding upon and will inure to the benefit of the Parties and their successors and permitted assigns, and any reference hereto to a Party will also be a reference to a permitted successor or assign. Nothing expressed or implied in this Agreement is intended, or will be construed, to confer upon or give any person or entity other than the Parties and their successors and permitted assigns any right, remedy, obligation or liability under or by reason of this Agreement, or result in such person or entity being deemed a third party beneficiary of this Agreement.

14. Governing Law; Venue:

This Agreement and all questions relating to its validity, interpretation, performance and enforcement shall be governed by and construed in accordance with the laws of the State of Arizona, without giving effect to the principles of conflicts of law. The Parties agree that jurisdiction and venue in any action brought by any party pursuant to this Agreement shall properly and exclusively lie in any federal or state court located in Phoenix, Arizona. By execution and delivery of this Agreement, each Party irrevocably submits to the exclusive jurisdiction of such courts for itself and in respect of its property with respect to such action. The Parties irrevocably agree that venue would be proper in such court, and hereby waive any objection that such court is an improper or inconvenient forum for the resolution of such action.

15. Entire Agreement; Modification:

This Agreement constitutes the entire, final and complete agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, representations, negotiations, communications and understandings, whether written or oral, between the Parties with respect to such subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by each of the Parties.

16. Survival:

The rights and obligations of MFC and Customer, which by intent or meaning have validity beyond the termination of this Agreement (including, but not limited to, rights with respect to confidentiality, ownership, intellectual property, indemnification, non-solicitation, injunctive relief, and governing law), shall survive the termination of this Agreement.

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