SOFTWARE SERVICES AGREEMENT
This Software Services Agreement (“Agreement”) is entered into by and between the Customer and Think More
React Less Educational Initiative, Inc. (the “Company”) in connection with the order form which Customer completed
and accepted to obtain access to and use of the Software Services (“Order Form”), and which is made an integral
part of this Agreement.
1. Software Services. The “Software Services” covered under this Agreement include the “Think More – React
Less” Personal Development Training Course training materials, learning guides, video content, webinars,
worksheets, and other educational and training materials delivered via software accessible through an online network
2. Permitted Users. “Permitted Users” under this Agreement includes the Customer who submitted the Order
Form to obtain access to the Software Services, and any other additional Permitted Users who have been specified
in the Order Form.
3. Permitted User Equipment. “Permitted User Equipment” under this Agreement means all computer
programs, computer networks, data, and hardware used by Permitted Users to access or to use the Software
Services or to make copies of the Documentation (defined below), and which are not provided by nor under the
control of the Company.
4. Access to Software Services.
(a) Permission to Access. The Company permits the Permitted Users during the Term to access and
use on a limited, personal, non-exclusive, non-sublicensable, non-transferable, and worldwide basis the Software
Services and the Documentation (as defined below) in the manner described in this Agreement. The Company grants
permission to the Permitted Users during the Term to access and use the Software Services under pending United
States Patent Application Serial No. 17/129,101, entitled “Computer-Based Tools and Techniques for Attitude
Training and Promoting Goal Achievement” and filed on December 21, 2020, with the United States Patent and
Trademark Office, and under any United States patent or patents issuing therefrom. The Company specifically
reserves all other rights in and to the Software Services, the Documentation, and any intellectual property rights
(b) Acceptable Uses. Permitted Users must use the Software Services only: (a) in a manner and for
the purposes for which the Software Services were designed, (b) in association with Permitted Users’ own
information, (c) and only for Permitted Users’ internal purposes. Permitted Users shall not change or add to the list of
Permitted Users in any respect without the prior written consent of the Company.
(c) Prohibited Uses. All uses not permitted under this Agreement are prohibited. Permitted Users shall
not: (a) disassemble, decompile, reverse engineer, or modify the Software Services; (b) examine the Software
Services with debugging, memory inspection, or disk inspection tools; (c) rent or sublicense the Software Services;
(d) permit use of the Software Services by any person or entity who is not a Permitted User; or (e) transmit an
electronic copy of the Software Services by any means.
(d) Ownership. As between the Company and Permitted Users, the Company retains all right, title,
and interest in and to the Software Services and the Documentation, including any Copies thereof made by Permitted
Users in any form. All intellectual property rights in and to the Software Services are retained by the Company.
Permitted Users shall not use either the name of the Company, the name of the Software Services, or any other
Company trademark for any commercial purpose or in any advertising, promotional or public statement without the
prior written consent of the Company. Permitted Users agree not to remove, deface, or destroy any copyright, patent
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notice, trademark, service mark, other proprietary markings, or confidential legends placed on or within the Software
Services or the Documentation (defined below) and any copies thereof.
5. Documentation. In connection with Permitted Users accessing the Software Services, Company allows the
Permitted Users to download and reproduce, in hard copy format only, copies of training guides, learning guides,
syllabi, worksheets, and other training materials capable of being downloaded via the Software Services
(“Documentation”), including any revised or updated versions of the Documentation that may be published by the
Company from time to time. Permitted Users may reproduce copies of the Documentation for personal use by the
Permitted Users, provided that such reproduction is limited to only that minimal number of copies strictly necessary
for Permitted Users to adequately exploit the Software Services and the Documentation for their intended purposes.
6. Term. This Agreement shall commence and remain in effect for one (1) year from the Effective Date (“Initial
Term”), unless earlier terminated as provided herein. Upon the expiration of the Initial Term, and on each one-year
anniversary date extending from the Effective Date, this Agreement shall automatically renew for another one (1)
year term (“Renewal Term”), unless one party provides the other party with at least sixty (60) days’ written notice
prior to end of the Initial Term and each applicable Renewal Term that the notifying party does not want to renew the
Agreement. The Initial Term and Renewal Term may be referred to collectively as “Term” herein.
7. Effect of Expiration or Termination. Upon termination or expiration of this Agreement:
(a) The Company will cease providing access to Permitted Users to the Software Services and will
cease all Support Services hereunder. Customer will pay the Company any applicable fees which remain outstanding
and owed to the Company under this Agreement during the applicable Initial Term or any applicable Renewal Term
time period. The Company reserves the right to engage technological measures to discontinue access to and use of
the Software Services.
(b) Expiration or termination of this Agreement for any reason will not release either party from any
liabilities or obligations set forth in this Agreement which the parties have expressly agreed in writing will survive any
such expiration or termination.
8. Support Services. The Company shall provide Customer with the following Support Services during the
(a) Support Responsibilities. The Company agrees to the following with respect to Customer’s access
and use of the Software Services in accordance with specifications for such access and use (“Specifications”) as may
be defined and revised by the Company from time to time:
(i) Correct material failures of the Software Services to perform in accordance with the
Specifications including defect repair, programming corrections, and remedial programming, and provide such
services and repairs required to maintain the Software Services so that they operate properly and in accordance with
(ii) Provide telephone support to Permitted Users on a twenty-four (24) hours a day, seven
(7) days a week basis for issues involving use or access of the Software Services.
(iii) Provide online access to technical support bulletins and other user support information
(iv) Provide the services and remedies as set forth in the Service Level Agreement attached
hereto as Exhibit A.
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(b) Maintenance Updates vs. New Versions and Upgrades. The Company agrees to provide
maintenance updates and similar changes (e.g., bug fixes) which the Company deems necessary in the Software
Services (“Maintenance Updates”) at no additional cost to Customer. However, in the event that the Company
releases a new version of the Software Services which includes significant improvement in operational efficiency,
new features, or other enhancements to the existing version of the Software Services (“New Version”), the Company
may require additional payment from Customer to permit access to and use of the New Version. The Company
reserves the right in its sole discretion to determine whether a change to the Software Services constitutes a
Maintenance Update or a New Version. Should the Company require an additional fee from Customer for the New
Version, the Company agrees to negotiate in good faith with Customer regarding the amount and payment terms of
such additional fee.
(a) Software Services. The fees for the Software Services during the Initial Term are set forth in the
(b) Fees During Renewal Terms. The Company’s fees and rates hereunder shall be fixed during the
Initial Term. Thereafter, the Company may increase such fees and rates for each Renewal Term by providing notice
to Customer at least ninety (90) days prior to the commencement of each such Renewal Term.
10. Viruses and Destructive Code. The Company shall use reasonable efforts consistent with standard
computer industry practices to promote avoiding the Software Services from including or transmitting viruses, Trojan
horses, worms, spyware, or other similarly destructive or malicious code to Permitted Users’ computing network and
11. Disaster Recovery and Business Continuity. The Company shall maintain reasonable disaster avoidance
procedures consistent with standard computer industry practices designed to protect Permitted Users’ data and
availability of the Software Services throughout the Term. The Company shall notify Customer as soon as practicable
of any disaster or other event or security breach involving Permitted Users’ data.
12. Audit of Use. The Company may, at its expense, audit Customer’s use of the Software Services. Audits
shall be conducted during regular business hours at Customer’s place or places of business and shall not
unreasonably interfere with Customer’s business activities. Audits shall be conducted no more than once annually. If,
as a result of any such audit, the Company identifies any unauthorized use of the Software Services or the
Documentation, then Customer shall pay any outstanding fees as provided for in the Order Form and the reasonable
expenses of the Company in conducting the audit.
13. Customer Representations and Warranties.
(a) Compliance with Terms. Customer shall monitor its access and use of the Software Services and
ensure that the Software Services are used only in compliance with the terms of this Agreement. Customer shall be
responsible and liable for any and all non-compliance with this Agreement by Permitted Users or by any person or
entity who obtains unauthorized access to the Software Services through the Permitted Users.
(b) Suitability of Software Services. Customer assumes all responsibility and risk of selection,
installation, use, efficiency and suitability of the Software Services, and subject to the provisions of this Agreement,
the Company shall have no liability therefor.
(c) Notification of Defects. Customer shall notify the Company in writing of any material defect
believed to exist in the Software Services or the Documentation, and Customer shall provide to the Company all
information known or reasonably available to Permitted Users regarding the alleged defect.
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(d) User Software and Equipment. Customer represents that it has all necessary rights to access and
use the Permitted User Equipment. Customer further represents that no use of the Software Services shall be made
that causes an infringement of the right of any third party as a direct result of use of the Permitted User Equipment in
connection with the Software Services. Customer acknowledges that Company bears no responsibility whatsoever to
maintain, repair, or otherwise ensure the proper use, operation, and functioning of the User Permitted Equipment.
(e) Customer Responsibility. Customer shall be exclusively responsible for the supervision,
management, and control of its use of the Software Services including, but not limited to: (i) assuring proper
configuration of Permitted User Equipment; (ii) establishing adequate operating methods; and (iii) implementing
procedures sufficient to satisfy Customer’s obligations under this Agreement, including as may be applicable,
appropriate action between Customer and other Permitted Users to prevent misuse, unauthorized copying,
modification, unauthorized access, or disclosure of the Software Services and the Documentation.
14. No Warranty. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND RELATING
TO THE SOFTWARE SERVICES OR THE DOCUMENTATION. ALL WARRANTIES, WHETHER EXPRESS OR
IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED AND EXCLUDED FROM THIS
15. Customer Independent Judgment. Customer agrees that any and all actions and policies of Customer,
including related to any employees, representatives, agents, independent contractors, vendors, its customers or
suppliers, and the like are totally Customer’s sole responsibility and independent from Company, its owners,
directors, officers, employees, representatives, and agents and this Agreement herein incorporates Exhibit B, a copy
of which is attached hereto.
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EXHIBIT A – Service Level Agreement
This Exhibit describes the performance standards and service levels to be achieved by the Company in providing the
1. Definitions. Except as provided in this Exhibit, capitalized terms shall have the meanings set forth in the
body of the Agreement. The following terms, when used in this Exhibit, shall have the following meanings:
(a) “Available” means the Software Services shall: (i) be available for access and use over the
Internet; and (ii) provide the functionality and content required under the Agreement and applicable Work Orders.
(b) “Host” shall be a cloud storage service selected by the Company.
(c) “Server” means the server(s) on which the Software Services will be hosted.
2. General Obligations. The Company agrees to the following obligations:
(a) To operate the Software Services on a Server owned and maintained by the Company or the Host.
(b) To provide Permitted Users with connectivity to access to the Software Services over the Internet
and provide secure and confidential storage of all information transmitted to and from the Software Services.
(c) To supply and maintain its own internal hardware, security protocols, software, and
communications support structure to facilitate connection via the Internet in accordance with the requirements set
(d) To review security notifications and alerts relevant to the hosting platform (e.g., notifications of
bugs, attacks, patches), and apply remedial action as it deems appropriate to maintain an adequate level of security.
3. Service Monitoring & Management. The Company will perform periodic monitoring and management of the
Software Services to optimize availability of Software Services. Included within the scope of this section is the
proactive and periodic monitoring of the Server and service components of the Company’s firewall, and the expedient
restoration of components when failures occur within a reasonable time period. The Company will endeavor to
maintain redundancy in key components, such that service outages are less likely to occur due to individual
4. Corrective Action Plan. In the event of a service level failure, as determined by Company in its sole
discretion, the Company shall promptly investigate the root causes of such service level failure. The Company shall
devote what the Company deems to be the appropriate time, skilled personnel, systems support and equipment,
and/or resources to remedy and resist any further occurrences of, the service level failure.
5. Service Outages.
(a) Scheduled. The Company will notify Customer of scheduled outages at least twenty-four (24)
hours in advance. The Company will provide advance notice to Customer of a time estimate for any scheduled down
time exceeding twenty-four (24) hours.
(b) Unscheduled. Unscheduled outages are caused by loss of connectivity to the Internet, or by failure
of a Company service. In cases where a destination is not Available, or unacceptable service is reported, the
Company will attempt to determine the source of the problem and report its findings to Customer. The Company will
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have no liability to any Permitted Users whatsoever due to an unscheduled outage determined not to be the fault of a
6. Security Breaches. In the event of an attack or breach of security against the Software Services and/or
Server involving personal data associated with the Permitted Users, the Company will take reasonable steps to halt
such action, including making the Software Services inoperative for a period of time deemed necessary by the
Company. The Company’s actions may include, as deemed appropriate and technically feasible by Company, a
combination of the following actions:
(a) Confirm the threat;
(b) Deny access from the source of the attack;
(c) Investigate the extent of the damage, if any;
(d) Back-up the affected systems and those suspected to be affected;
(e) Strengthen defenses associated with the suspected path that the attacker used;
(f) Contact the ISP where the threat or attack originated and/or law enforcement to work with the
Company’s security team;
(g) Reinstate the denial of access after risk of further attacks is deemed by the Company to be
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EXHIBIT B – Customer Independent Judgment
Company (including its owners, directors, officers, employees, representatives, and agents collectively “Company
Parties”) is not a partner, joint venture, or co-employer with Customer with regard to any of Customer’s contracts, and
concerning any employees, representatives, agents, independent contractors, vendors, Customer customers, or
suppliers or the like of Customer (collectively “Customer Agents”). Any actions taken by Customer with regard to any
Customer Agents including, but not limited to, any promotions, demotions, discipline, discharge, contract terms, wages,
salaries, or benefits and/or any related activities (collectively “Customer Decisions”), are made independently by
Customer, without involving in any way Company Parties, based on Customer’s own independent individual decisionmaking. Under no circumstances are Company Parties liable or responsible for any actions by Customer, but rather
the use of the software services are provided merely as a resource for educational purposes. Company Parties have
no liability for or involvement in any way in any Customer Decisions.