UPDATED: 2/6/2020 12:00PM EST


END USER LICENSE AGREEMENT
(System User Access Level)

This END USER LICENSE AGREEMENT (“Agreement”) is entered into by and between GiANT WORLDWIDE, LLC, an Oklahoma limited liability company ("GiANT"), and you (herein “you” or “User”). By accessing and using the content, documentation, and related materials made available to you through the GiANT TV Portal (defined herein), you are accepting and agreeing to the following terms on behalf of yourself and the entity you represent in connection with the access and use of the content, documentation, and related materials made available to you through the GiANT TV Portal. You represent and warrant that you have the right, authority, and capacity to accept and agree to these terms on behalf of yourself. If you do not agree with any of the following terms, you should immediately cease accessing and using the GiANT TV Portal and the materials contained therein and GiANT will not and does not license the materials contained on the GiANT TV Portal to you and you must not download, access or utilize the materials contained on the GiANT TV Portal.

DEFINITIONS
“Access Level” is the scope of Licensed Materials that GiANT discloses to User based on the access level chosen your user account and the User’s desired level of access. GiANT provides use and access to Licensed Materials under one of four general Access Levels: (a) 100X Guide; (b) 100X Sherpa; (c) 100X Basic; and (d) System User. Determination of the Materials that constitute Licensed Materials for each Access Level is determined by GiANT in its sole discretion. GiANT may amend or modify what Materials are considered Licensed Materials for the applicable Access Levels at any time and from time to time. GiANT may add additional Access Levels at any time and from time to time. The "GiANT TV Portal" is an Internet URL access point or an intranet access point that can be accessed through the GiANT Website, which is subject to change upon notice to User. The Access Portal provides secured content and data which is only available to User.

“GiANT Website” shall mean http://home.giant.tv.

“Licensed Materials” is the subset of Materials disclosed and made available to User through User’s secured access to the Access Portal or delivered to User by GiANT. Determination of the subset of Materials is based on the Access Level chosen by the User. GiANT provides its Licensed Materials through the “Access Portal” or by directly delivery of such Licensed Materials to User, whether by digital or physical delivery or any other method.

“Materials” means the suite of content, information, data, workbooks, educational courses, documents, presentations, videos, resources, services or other information protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws owned or controlled by GiANT.

“Subscription Fees” means the monthly subscription fees, including all taxes thereon, paid or required to be paid by User as may be set forth in the schedule of fees provided on the GiANT Website, paid for the license and use of the Licensed Materials described herein.

GRANT OF LICENSE
Subject to the terms of this Agreement, GiANT hereby grants to you, a non-exclusive, non-assignable, non-transferable, revocable license to use Licensed Materials for the viewing of the Licensed Materials solely in connection with your status as a User of GiANT in good standing. By using the GiANT TV Portal, you agree to be bound by the Terms and Conditions of Use and the Privacy Policy set forth in the GiANT TV Portal (as may be amended from time to time), and all additional agreements required for use of any data, content or services offered by GiANT, each of which are herein incorporated by this reference. All additional GiANT account use requirements, criteria, terms, or rules, and the Privacy Policy, are incorporated by reference into this Agreement and you are agreeing to accept and abide by them by using the GiANT TV Portal and the Licensed Materials. Materials are not available to any users previously prohibited from using the GiANT TV Portal, data, services, or content. It is a violation of this Agreement to use or access any Materials, data or content under any identity that is not your own identity.

USE OF LICENSED MATERIALS
To access/use Licensed Materials, you must register for a GiANT user account ("Account") and provide certain information about yourself as prompted by the registration form. Your Account Access Level will be granted based on the information that you provide in the registration form. You represent and warrant that: (a) all required registration information that you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you meet all of the eligibility criteria for the Access Level you have requested; and (d) your use of Licensed Materials does not violate any U.S. or other applicable law or regulation. You are entirely responsible for maintaining the confidentiality of your Account login information and for all activities that occur under your Account. You may not use another user's account. You agree to use "strong" Account passwords, and to maintain Account passwords securely to prevent others from gaining access without your permission. You agree to immediately notify GiANT of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. You agree that all data provided to you pursuant to this Agreement shall be deemed to be Licensed Materials regardless of whether it is marked as “Licensed Materials”, "Confidential" or "Proprietary" or is not marked at all. You agree not to distribute the Licensed Materials for viewing or use by third parties. You agree not to transfer or distribute Licensed Materials to any person over email, web, or any other means of conveyance that can be similarly copied and/or distributed with ease. You agree to use all Licensed Materials provided to you only for the specific purposes identified herein and otherwise pre-approved in writing by GiANT. You agree not to make any externally accessible copies of the Licensed Materials unless agreed to in writing by GiANT. You agree not to make download, whether through a single download or multiple downloads, the entire contents of the Licensed Materials at any time. You agree to keep and maintain all of the Licensed Materials in a safe and secure place with adequate safeguards to ensure that unauthorized persons do not have access to the Licensed Materials. Except for the agreed-to disclosures specified in this Agreement, you agree to treat all Licensed Materials as confidential and not to disclose the same to any third party. You hereby agree that your rights as related to the Licensed Materials are non-assignable and non-transferable. You agree that any oral or written discussions between GiANT and you that relate to the Licensed Materials is also Licensed Materials and you agree to keep all such information secret and confidential. You agree to immediately notify GiANT in writing of any misuse or misappropriation of the Licensed Materials or violation of this Agreement that may come to your attention. You acknowledge that the Licensed Materials is proprietary and confidential information of GiANT, and agree to keep the information confidential so as to protect and maintain the confidentiality of the information. Any works created by you while using the Licensed Materials shall not disclose or in any way abrogate the confidentiality of the Licensed Materials. To the extent the Licensed Materials contains any personally identifiable information, you agree that it will comply with all applicable laws regarding protection of personally identifiable information, and will in any event use the same standard of care that the you use to protect your own confidential information, and in no event will use less than a reasonable standard of care. You agree to indemnify and hold GiANT harmless against any causes of action arising out of your use or misuse of personally identifiable information. Except for the agreed-to disclosures in this agreement, you will not, for yourself or for the benefit of any person or entity, other than GiANT, use or disclose the Licensed Materials, whether written or oral, or any portion thereof, for any purpose, at any time or in any place, without the express prior written approval of GiANT. You agree that you do not acquire any title, ownership, or any other intellectual property right, interest, or license under this Agreement, except the license explicitly granted to you herein. All Licensed Materials disclosed to you hereunder, either before or after the Effective Date of this Agreement, constitutes the confidential and proprietary information of GiANT and is and shall remain the sole and exclusive property of GiANT.

PROHIBITION AGAINST COMMERCIAL USE
You agree that you will not sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit Licensed Materials, or any data, content, or service provided through the GiANT TV Portal. Use of Licensed Materials to develop products or services for sale, license, or similar commercial distribution is strictly prohibited.

PUBLIC DERIVATIVE MATERIALS
You shall not modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Licensed Materials or any part thereof without the prior written consent of GiANT and subject to terms of a separate, written agreement.

NON-CONFIDENTIAL INFORMATION
Confidential information does not include, and you have no obligation to preserve the confidentiality of, information that: (a) was previously known to you prior to the execution of this Agreement and not disclosed to you by GiANT; (b) is or becomes publicly available, other than by an unauthorized disclosure; (c) is independently developed by you without knowledge of the Licensed Materials as shown by the your written records; or (d) is lawfully received by you from a third party whose disclosure did not violate any confidentiality or other legal obligation.

DISCLOSURES REQUIRED BY LAW
If you receive a subpoena, request, or directive by a court or governmental body under other law, you agree to immediately notify GiANT of such request so that GiANT has a reasonable opportunity to protect the confidentiality of its information to the extent permitted by law. If no protective order or other remedy is obtained, you agree to disclose only that portion of the Licensed Materials that you are legally compelled to disclose.

SUBSCRIPTION FEES/PRICE INCREASE.
The monthly Subscription Fee for use of the Licensed Materials shall be an amount equal to the applicable fee for “System User Access” set forth on the schedule of fees as of the day you accept the terms of this Agreement. For so long as you continue to make such monthly payments, your monthly Subscription Fee shall not increase; provided, however, if you are delinquent on any payment of a Subscription Fee or otherwise terminate this Agreement, and desire to continue to use the Licensed Materials or resubscribe to any Access Level, then the monthly Subscription Fee for the use of the Licensed Materials at such time will be based on the then applicable schedule of fees. Notwithstanding the foregoing, GiANT shall be entitled to increase your monthly Subscription Fee, on no more than an annual basis, by an amount equal to the then existing price multiplied by the then applicable annual percentage increase in the Consumer Price Index (“CPI”), rounded upwards to the next tenth of a cent. CPI shall mean the Consumer Price Index for all Urban Consumers – All Cities Average, For All Items (1982-1984=100) published by the Bureau of Labor Statistics, United States Department of Labor. Such increase will become effective upon notice to you.

TERM AND TERMINATION
The term of this Agreement, and your access to Licensed Materials, the GiANT TV Portal and User Information, shall begin on the date that your Account access is approved by GiANT will remain in full force and effect so long as you continue to access and use the GiANT TV Portal and Licensed Materials, or until terminated in accordance with the terms of this Agreement. The obligations of this Agreement with respect to the confidentiality of Licensed Materials shall survive termination of this Agreement for a period of ten years. At any time, GiANT may (a) suspend or terminate your rights to access or use Licensed Materials or the GiANT TV Portal, (b) terminate the terms of this Agreement with respect to you if GiANT in good faith believes that you have violated the terms of this Agreement, or (c) terminate the terms of this Agreement with respect to you for convenience upon delivery of advance notice to you. Upon termination, GiANT may demand immediate return of all Licensed Materials. You agree to immediately return all Licensed Materials upon receipt of GiANT's written request.

INJUNCTIVE RELIEF
In the event you breach this Agreement, you agree that the damage to GiANT will be difficult to quantify. Therefore, GiANT may apply to a court of competent jurisdiction for injunctive or other equitable relief without waiving any other relief in either law or equity.

LIMITATION OF LIABILITY
GiANT is not liable for any loss or damage arising from your use of Licensed Materials. YOU AGREE THAT NEITHER GIANT NOR ITS AFFILIATES, SUPPLIERS, EMPLOYEES, OFFICERS OR OWNERS SHALL BE LIABLE FOR ANY LOSS OF DATA OR PRIVACY, LOSS OF INCOME, LOSS OF OPPORTUNITY OR PROFITS, COST OF RECOVERY, LOSS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING FROM YOUR USE OF THE LICENSED MATERIALS OR ANY OTHER SERVICE DELIVERED HEREUNDER, OR DAMAGE ARISING FROM YOUR USE OF THIRD PARTY PRODUCTS, OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR YOUR EXPORTATION, REEXPORTATION, OR IMPORTATION OF ANY OR ALL OF THE SAME. THIS LIMITATION WILL APPLY EVEN IF GIANT, ITS AFFILIATES, SUPPLIERS, EMPLOYEES, OFFICERS OR OWNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. YOU ACKNOWLEDGE THAT THE SUBSCRIPTION FEES REFLECT THESE ALLOCATIONS OF RISK. SOME JURIDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. For purposes of this Agreement, the term “Affiliate” shall mean any entity that controls, is under common control with, or is controlled by GiANT, where “control” means the ownership, direct or indirect, of a majority of GiANT’s partnership interests or other interest entitled allowing the owner to direct the affairs of GiANT. GiANT’S AND ITS AFFILIATES’ MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH ANY GiANT SITE OR YOUR USE OF THE GiANT CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED THE GREATER OF $250 OR THE AMOUNT YOU PAID TO GiANT IN THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH YOUR CLAIM AROSE. THE LIMITATIONS SET FORTH IN SECTION K.1 AND SECTION K.2 SHALL APPLY EVEN IF THE USER’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE 1542, WHICH STATES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

JURISDICTION AND VENUE
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Oklahoma and of the United States of America, without regard to conflicts of laws principles which would apply the law of any other jurisdiction. Venue for any dispute concerning this agreement shall be proper and lie exclusively in the district court of Oklahoma County, State of Oklahoma, if in state court, and if in federal court then in the United States District Court for the Western District of Oklahoma, sitting in Oklahoma City, Oklahoma.

INTELLECTUAL PROPERTY RIGHTS
In the event that the Licensed Materials is or becomes the subject of a patent application, patent, copyright application, or copyright, the you agree and understand that GiANT will have all resulting rights available to it under the law, and that disclosure of Licensed Materials to the you does not affect those rights.

ENTERPRISE ACCESS AGREEMENT.
Notwithstanding anything herein to the contrary, if your access provided herein is made in connection with an Enterprise Access Agreement, all the terms and conditions set forth in such Enterprise Access Agreement are incorporated herein in their entirety. Any discrepancies between the Enterprise Access Agreement and this Agreement shall be controlled by the Enterprise Access Agreement.

ASSIGNMENT
You may not assign or otherwise transfer this Agreement. GiANT may assign or transfer this Agreement at any time upon delivery of written notice to you of such assignment or transfer.

INDEMNIFICATION
You agree to indemnify and hold GiANT harmless from all losses, damages, causes of action, and attorneys' fees incurred by GiANT arising from your breach of this Agreement.

CHANGES
GiANT reserves the right to make changes to the terms of this Agreement. You should ensure that you have read and agree with our most recent Terms and Conditions of Use when you use or access the GiANT TV Portal or any Licensed Materials, data, content or service provided by GiANT. Continued use of the GiANT TV Portal or Licensed Materials following notice of such changes shall indicate your acknowledgement of such changes and your agreement to be bound by the terms and conditions of such changes.

NO WARRANTY
THE LICENSED MATERIALS ARE PROVIDED TO USER “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, GIANT, (I) ON ITS OWN BEHALF, (II) ON BEHALF OF ITS AFFILIATES AND (III) ON BEHALF OF EACH OF GIANT’S AND GIANT’S AFFILIATES’ RESPECTIVE SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE LICENSED MATERIALS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, GIANT PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED MATERIALS WILL MEET THE USER’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. GIANT STRICTLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO ANY THIRD-PARTY MATERIALS. GiANT accepts no responsibility as a result of any expenses, losses, damages, or actions incurred or undertaken by you as a result of your receipt or use of the Licensed Materials, GiANT TV Portal or any Licensed Materials.

NO WAIVER; EXCLUSIVE AGREEMENT
No failure or delay by GiANT in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. This Agreement, along with the Terms and Conditions set forth in the Access Portal (as may be amended from time to time) (and the Enterprise Access Agreement, if applicable) constitutes the entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior or contemporaneous oral or written agreements or understandings between you and GiANT regarding such subject matter.

EFFECTIVE DATE
The Effective Date of the Agreement is the date that your Account access is approved by GiANT.

NOTICES
All notices and requests under this Agreement must be in writing and made to: For GiANT: GiANT Worldwide, LLC 435 NW 23rd St. Oklahoma City, OK 73103 Attn: GiANT TV Customer Service For you: The email address submitted with your registration form shall be used for contact.

ACCEPTANCE
You affirmatively “sign” and indicate your acceptance of this Agreement by clicking the "Submit" button to create an account on the GiANT TV Portal. GiANT indicates its acceptance of this Agreement by then allowing you access to the GiANT TV Portal. GIANT PROVIDES THE LICENSED MATERIALS SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, THE TERMS AND CONDITIONS SET FORTH IN THE TERMS AND SERVICES AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM. BY CLICKING THE “SUBMIT” BUTTON, YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ALL TERMS; AND (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, GIANT WILL NOT AND DOES NOT LICENSE THE LICENSED MATERIALS TO YOU AND YOU MUST NOT DOWNLOAD OR UTILIZE THE LICENSED MATERIALS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY LICENSED MATERIALS THAT YOU DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF ANY OF THE LICENSED MATERIALS.


______________________________________

IF YOU ARE A 100X SHERPA, YOU ALSO AGREE TO THE FOLLOWING:

END USER LICENSE AGREEMENT
(100X Sherpa Access Level)

This END USER LICENSE AGREEMENT (“Agreement”) is entered into by and between GiANT WORLDWIDE, LLC, an Oklahoma limited liability company ("GiANT"), and you (herein “you” or “User”). By accessing and using the content, documentation, and related materials made available to you through the GiANT TV Portal (defined herein), you are accepting and agreeing to the following terms on behalf of yourself and the entity you represent in connection with the access and use of the content, documentation, and related materials made available to you through the GiANT TV Portal. You represent and warrant that you have the right, authority, and capacity to accept and agree to these terms on behalf of yourself. If you do not agree with any of the following terms, you should immediately cease accessing and using the GiANT TV Portal and the materials contained therein and GiANT will not and does not license the materials contained on the GiANT TV Portal to you and you must not download, access or utilize the materials contained on the GiANT TV Portal.

DEFINITIONS
“Access Level” is the scope of Licensed Materials that GiANT discloses to User based on the access level chosen your user account and the User’s desired level of access. GiANT provides use and access to Licensed Materials under one of four general Access Levels: (a) 100X Guide; (b) 100X Sherpa; (c) 100X Basic; and (d) System User. Determination of the Materials that constitute Licensed Materials for each Access Level is determined by GiANT in its sole discretion. GiANT may amend or modify what Materials are considered Licensed Materials for the applicable Access Levels at any time and from time to time. GiANT may add additional Access Levels at any time and from time to time. The "GiANT TV Portal" is an Internet URL access point or an intranet access point that can be accessed through the GiANT Website, which is subject to change upon notice to User. The Access Portal provides secured content and data which is only available to User.

“GiANT Website” shall mean http://home.giant.tv.

“Licensed Materials” is the subset of Materials disclosed and made available to User through User’s secured access to the Access Portal or delivered to User by GiANT. Determination of the subset of Materials is based on the Access Level chosen by the User. GiANT provides its Licensed Materials through the “Access Portal” or by directly delivery of such Licensed Materials to User, whether by digital or physical delivery or any other method.

“Materials” means the suite of content, information, data, workbooks, educational courses, documents, presentations, videos, resources, services or other information protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws owned or controlled by GiANT.

“Subscription Fees” means the monthly subscription fees, including all taxes thereon, paid or required to be paid by User as may be set forth in the schedule of fees provided on the GiANT Website, paid for the license and use of the Licensed Materials described herein.

“User’s Team” means those individuals who report directly to User within such User’s primary organization. A member of an User’s Team may include employees, independent contractors or subcontractors.

“Video Materials” means the Licensed Materials available through the Access Portal that contain video content.

“Written Materials” means the Licensed Materials available through the Access Portal that are in Portable Document Format (.pdf).

GRANT OF LICENSE

Subject to the terms of this Agreement, GiANT hereby grants to User a revocable, non-exclusive, non-transferable, non-sublicensable limited license during the Term to use the Licensed Materials, solely as set forth in this Section D and subject to all conditions and limitations set forth in Section E or elsewhere in this Agreement. This license grants User the right, exercisable solely by and through User, to: Access, download and copy the Written Materials. All downloads and copies of the Written Materials made by the User; will be the exclusive property of the GiANT; will be subject to the terms and conditions of this Agreement; and must include all trademark, copyright, patent, and other Intellectual Property Rights notices contained in the original. may be distributed to only to members of User’s Team. Access, stream and view the Video Materials. The Video Materials may only be streamed through the Access Portal and not be downloaded onto any external device. Video Materials may be viewed only by User and members of User’s Team. By using the GiANT TV Portal, you agree to be bound by the Terms and Conditions of Use and the Privacy Policy set forth in the GiANT TV Portal (as may be amended from time to time), and all additional agreements required for use of any data, content or services offered by GiANT, each of which are herein incorporated by this reference. All additional GiANT account use requirements, criteria, terms, or rules, and the Privacy Policy, are incorporated by reference into this Agreement and you are agreeing to accept and abide by them by using the GiANT TV Portal and the Licensed Materials. Materials are not available to any users previously prohibited from using the GiANT TV Portal, data, services, or content. It is a violation of this Agreement to use or access any Materials, data or content under any identity that is not your own identity.

USE OF LICENSED MATERIALS
To access/use Licensed Materials, you must register for a GiANT user account ("Account") and provide certain information about yourself as prompted by the registration form. Your Account Access Level will be granted based on the information that you provide in the registration form. You represent and warrant that: (a) all required registration information that you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you meet all of the eligibility criteria for the Access Level you have requested; and (d) your use of Licensed Materials does not violate any U.S. or other applicable law or regulation. You are entirely responsible for maintaining the confidentiality of your Account login information and for all activities that occur under your Account. You may not use another user's account. You agree to use "strong" Account passwords, and to maintain Account passwords securely to prevent others from gaining access without your permission. You agree to immediately notify GiANT of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. You agree that all data provided to you pursuant to this Agreement shall be deemed to be Licensed Materials regardless of whether it is marked as “Licensed Materials”, "Confidential" or "Proprietary" or is not marked at all. Except as otherwise provided herein, you agree not to distribute the Licensed Materials for viewing or use by third parties. You agree not to transfer or distribute Licensed Materials to any person over email, web, or any other means of conveyance that can be similarly copied and/or distributed with ease. You agree to use all Licensed Materials provided to you only for the specific purposes identified herein and otherwise pre-approved in writing by GiANT. Except as otherwise provided herein, you agree not to make any externally accessible copies of the Licensed Materials unless agreed to in writing by GiANT. Except as otherwise provided herein, you agree not to make download, whether through a single download or multiple downloads, the entire contents of the Licensed Materials at any time. You agree to keep and maintain all of the Licensed Materials in a safe and secure place with adequate safeguards to ensure that unauthorized persons do not have access to the Licensed Materials. Except for the agreed-to disclosures specified in this Agreement, you agree to treat all Licensed Materials as confidential and not to disclose the same to any third party. You hereby agree that your rights as related to the Licensed Materials are non-assignable and non-transferable. You agree that any oral or written discussions between GiANT and you that relate to the Licensed Materials is also Licensed Materials and you agree to keep all such information secret and confidential. You agree to immediately notify GiANT in writing of any misuse or misappropriation of the Licensed Materials or violation of this Agreement that may come to your attention. You acknowledge that the Licensed Materials is proprietary and confidential information of GiANT, and agree to keep the information confidential so as to protect and maintain the confidentiality of the information. Any works created by you while using the Licensed Materials shall not disclose or in any way abrogate the confidentiality of the Licensed Materials. To the extent the Licensed Materials contains any personally identifiable information, you agree that it will comply with all applicable laws regarding protection of personally identifiable information, and will in any event use the same standard of care that the you use to protect your own confidential information, and in no event will use less than a reasonable standard of care. You agree to indemnify and hold GiANT harmless against any causes of action arising out of your use or misuse of personally identifiable information.

Except for the agreed-to disclosures in this agreement, you will not, for yourself or for the benefit of any person or entity, other than GiANT, use or disclose the Licensed Materials, whether written or oral, or any portion thereof, for any purpose, at any time or in any place, without the express prior written approval of GiANT. You agree that you do not acquire any title, ownership, or any other intellectual property right, interest, or license under this Agreement, except the license explicitly granted to you herein. All Licensed Materials disclosed to you hereunder, either before or after the Effective Date of this Agreement, constitutes the confidential and proprietary information of GiANT and is and shall remain the sole and exclusive property of GiANT.

PROHIBITION AGAINST COMMERCIAL USE
You agree that you will not sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit Licensed Materials, or any data, content, or service provided through the GiANT TV Portal. Use of Licensed Materials to develop products or services for sale, license, or similar commercial distribution is strictly prohibited.

PUBLIC DERIVATIVE MATERIALS
You shall not modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Licensed Materials or any part thereof without the prior written consent of GiANT and subject to terms of a separate, written agreement.

NON-CONFIDENTIAL INFORMATION
Confidential information does not include, and you have no obligation to preserve the confidentiality of, information that: (a) was previously known to you prior to the execution of this Agreement and not disclosed to you by GiANT; (b) is or becomes publicly available, other than by an unauthorized disclosure; (c) is independently developed by you without knowledge of the Licensed Materials as shown by the your written records; or (d) is lawfully received by you from a third party whose disclosure did not violate any confidentiality or other legal obligation.

DISCLOSURES REQUIRED BY LAW
If you receive a subpoena, request, or directive by a court or governmental body under other law, you agree to immediately notify GiANT of such request so that GiANT has a reasonable opportunity to protect the confidentiality of its information to the extent permitted by law. If no protective order or other remedy is obtained, you agree to disclose only that portion of the Licensed Materials that you are legally compelled to disclose.

SUBSCRIPTION FEES/PRICE INCREASE.
The monthly Subscription Fee for use of the Licensed Materials shall be an amount equal to the applicable fee for “Sherpa Access” set forth on the schedule of fees as of the day you accept the terms of this Agreement. For so long as you continue to make such monthly payments, your monthly Subscription Fee shall not increase; provided, however, if you are delinquent on any payment of a Subscription Fee or otherwise terminate this Agreement, and desire to continue to use the Licensed Materials or resubscribe to any Access Level, then the monthly Subscription Fee for the use of the Licensed Materials at such time will be based on the then applicable schedule of fees. Notwithstanding the foregoing, GiANT shall be entitled to increase your monthly Subscription Fee, on no more than an annual basis, by an amount equal to the then existing price multiplied by the then applicable annual percentage increase in the Consumer Price Index (“CPI”), rounded upwards to the next tenth of a cent. CPI shall mean the Consumer Price Index for all Urban Consumers – All Cities Average, For All Items (1982-1984=100) published by the Bureau of Labor Statistics, United States Department of Labor. Such increase will become effective upon notice to you.

TERM AND TERMINATION
The term of this Agreement, and your access to Licensed Materials, the GiANT TV Portal and User Information, shall begin on the date that your Account access is approved by GiANT will remain in full force and effect so long as you continue to access and use the GiANT TV Portal and Licensed Materials, or until terminated in accordance with the terms of this Agreement. The obligations of this Agreement with respect to the confidentiality of Licensed Materials shall survive termination of this Agreement for a period of ten years. At any time, GiANT may (a) suspend or terminate your rights to access or use Licensed Materials or the GiANT TV Portal, (b) terminate the terms of this Agreement with respect to you if GiANT in good faith believes that you have violated the terms of this Agreement, or (c) terminate the terms of this Agreement with respect to you for convenience upon delivery of advance notice to you. Upon termination, GiANT may demand immediate return of all Licensed Materials. You agree to immediately return all Licensed Materials upon receipt of GiANT's written request.

INJUNCTIVE RELIEF
In the event you breach this Agreement, you agree that the damage to GiANT will be difficult to quantify. Therefore, GiANT may apply to a court of competent jurisdiction for injunctive or other equitable relief without waiving any other relief in either law or equity.

LIMITATION OF LIABILITY
GiANT is not liable for any loss or damage arising from your use of Licensed Materials. YOU AGREE THAT NEITHER GIANT NOR ITS AFFILIATES, SUPPLIERS, EMPLOYEES, OFFICERS OR OWNERS SHALL BE LIABLE FOR ANY LOSS OF DATA OR PRIVACY, LOSS OF INCOME, LOSS OF OPPORTUNITY OR PROFITS, COST OF RECOVERY, LOSS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING FROM YOUR USE OF THE LICENSED MATERIALS OR ANY OTHER SERVICE DELIVERED HEREUNDER, OR DAMAGE ARISING FROM YOUR USE OF THIRD PARTY PRODUCTS, OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR YOUR EXPORTATION, REEXPORTATION, OR IMPORTATION OF ANY OR ALL OF THE SAME. THIS LIMITATION WILL APPLY EVEN IF GIANT, ITS AFFILIATES, SUPPLIERS, EMPLOYEES, OFFICERS OR OWNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. YOU ACKNOWLEDGE THAT THE SUBSCRIPTION FEES REFLECT THESE ALLOCATIONS OF RISK. SOME JURIDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. For purposes of this Agreement, the term “Affiliate” shall mean any entity that controls, is under common control with, or is controlled by GiANT, where “control” means the ownership, direct or indirect, of a majority of GiANT’s partnership interests or other interest entitled allowing the owner to direct the affairs of GiANT. GiANT’S AND ITS AFFILIATES’ MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH ANY GiANT SITE OR YOUR USE OF THE GiANT CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED THE GREATER OF $250 OR THE AMOUNT YOU PAID TO GiANT IN THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH YOUR CLAIM AROSE. THE LIMITATIONS SET FORTH IN SECTION K.1 AND SECTION K.2 SHALL APPLY EVEN IF THE USER’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE 1542, WHICH STATES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

JURISDICTION AND VENUE
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Oklahoma and of the United States of America, without regard to conflicts of laws principles which would apply the law of any other jurisdiction. Venue for any dispute concerning this agreement shall be proper and lie exclusively in the district court of Oklahoma County, State of Oklahoma, if in state court, and if in federal court then in the United States District Court for the Western District of Oklahoma, sitting in Oklahoma City, Oklahoma.

INTELLECTUAL PROPERTY RIGHTS
In the event that the Licensed Materials is or becomes the subject of a patent application, patent, copyright application, or copyright, the you agree and understand that GiANT will have all resulting rights available to it under the law, and that disclosure of Licensed Materials to the you does not affect those rights. ENTERPRISE ACCESS AGREEMENT. Notwithstanding anything herein to the contrary, if your access provided herein is made in connection with an Enterprise Access Agreement, all the terms and conditions set forth in such Enterprise Access Agreement are incorporated herein in their entirety. Any discrepancies between the Enterprise Access Agreement and this Agreement shall be controlled by the Enterprise Access Agreement.

ASSIGNMENT
You may not assign or otherwise transfer this Agreement. GiANT may assign or transfer this Agreement at any time upon delivery of written notice to you of such assignment or transfer.

INDEMNIFICATION
You agree to indemnify and hold GiANT harmless from all losses, damages, causes of action, and attorneys' fees incurred by GiANT arising from your breach of this Agreement.

CHANGES
GiANT reserves the right to make changes to the terms of this Agreement. You should ensure that you have read and agree with our most recent Terms and Conditions of Use when you use or access the GiANT TV Portal or any Licensed Materials, data, content or service provided by GiANT. Continued use of the GiANT TV Portal or Licensed Materials following notice of such changes shall indicate your acknowledgement of such changes and your agreement to be bound by the terms and conditions of such changes.

NO WARRANTY
THE LICENSED MATERIALS ARE PROVIDED TO USER “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, GIANT, (I) ON ITS OWN BEHALF, (II) ON BEHALF OF ITS AFFILIATES AND (III) ON BEHALF OF EACH OF GIANT’S AND GIANT’S AFFILIATES’ RESPECTIVE SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE LICENSED MATERIALS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, GIANT PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED MATERIALS WILL MEET THE USER’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. GIANT STRICTLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO ANY THIRD-PARTY MATERIALS. GiANT accepts no responsibility as a result of any expenses, losses, damages, or actions incurred or undertaken by you as a result of your receipt or use of the Licensed Materials, GiANT TV Portal or any Licensed Materials.

NO WAIVER; EXCLUSIVE AGREEMENT
No failure or delay by GiANT in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. This Agreement, along with the Terms and Conditions set forth in the Access Portal (as may be amended from time to time) (and the Enterprise Access Agreement, if applicable) constitutes the entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior or contemporaneous oral or written agreements or understandings between you and GiANT regarding such subject matter.

EFFECTIVE DATE
The Effective Date of the Agreement is the date that your Account access is approved by GiANT.

NOTICES
All notices and requests under this Agreement must be in writing and made to: For GiANT: GiANT Worldwide, LLC 435 NW 23rd St. Oklahoma City, OK 73103 Attn: GiANT TV Customer Service For you: The email address submitted with your registration form shall be used for contact.

ACCEPTANCE
You affirmatively “sign” and indicate your acceptance of this Agreement by clicking the "Submit" button to create an account on the GiANT TV Portal. GiANT indicates its acceptance of this Agreement by then allowing you access to the GiANT TV Portal. GIANT PROVIDES THE LICENSED MATERIALS SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, THE TERMS AND CONDITIONS SET FORTH IN THE TERMS AND SERVICES AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM. BY CLICKING THE “SUBMIT” BUTTON, YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ALL TERMS; AND (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, GIANT WILL NOT AND DOES NOT LICENSE THE LICENSED MATERIALS TO YOU AND YOU MUST NOT DOWNLOAD OR UTILIZE THE LICENSED MATERIALS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY LICENSED MATERIALS THAT YOU DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF ANY OF THE LICENSED MATERIALS.


______________________________________

IF YOU ARE A 100X GUIDE, YOU ALSO AGREE TO THE FOLLOWING:

CERTIFICATION AND END USER LICENSE AGREEMENT
(100X Guide Access Level)

This CERTIFICATION AND END USER LICENSE AGREEMENT (“Agreement”) is entered into by and between GiANT WORLDWIDE, LLC, an Oklahoma limited liability company (“GiANT”), and you (herein “you” or “User”). By accessing and using the content, documentation, and related materials made available to you through the Access Portal (defined herein), you are accepting and agreeing to the following terms on behalf of yourself and the entity you represent in connection with the access and use of the content, documentation, and related materials made available to you through the Access Portal. You represent and warrant that you have the right, authority, and capacity to accept and agree to these terms on behalf of yourself. If you do not agree with any of the following terms, you should immediately cease accessing and using the Access Portal and the materials contained therein and GiANT will not and does not license the materials contained on the Access Portal to you and you must not download, access or utilize the materials contained on the Access Portal. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY LICENSED MATERIALS THAT YOU DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF ANY OF THE LICENSED MATERIALS.

DEFINITIONS. For purposes of this Agreement, the following terms have the following meanings:

“Access Level” is the scope of Licensed Materials that GiANT discloses to User based on the access level chosen your user account and the User’s desired level of access. GiANT provides use and access to Licensed Materials under one of four general Access Levels: (a) 100X Guide; (b) 100X Sherpa; (c) 100X Basic; and (d) System User. Determination of the Materials that constitute Licensed Materials for each Access Level is determined by GiANT in its sole discretion. GiANT may amend or modify what Materials are considered Licensed Materials for the applicable Access Levels at any time and from time to time. GiANT may add additional Access Levels at any time and from time to time.

The “Access Portal” is an Internet URL access point or an intranet access point that can be accessed through the GiANT Website, which is subject to change upon notice to User. The Access Portal provides secured content and data which is only available to User.

“Certified Materials” means the particular subset of the Licensed Materials associated with a particular Guide Certification, as designated by GiANT, in its sole discretion.

“GiANT” has the meaning set forth in the preamble.

“GiANT Marks” means any name, logo, or mark belonging to GiANT or its affiliates.

“GiANT Website” shall mean http://home.giant.tv.

“Guide Certification” means a certification to use a particular subset of the Licensed Materials for the purposes set forth in in Section D.2 below, granted by GiANT to User upon completion of the Training Materials, as provided herein.

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Licensed Materials” is the subset of Materials disclosed and made available to User through User’s secured access to the Access Portal or delivered to User by GiANT, as well as, any derivative works created based on the Licensed Materials. Determination of the subset of Materials is based on the Access Level chosen by the User. GiANT provides its Licensed Materials through the “Access Portal” or by directly delivery of such Licensed Materials to User, whether by digital or physical delivery or any other method.

“Materials” means the suite of content, information, data, workbooks, educational courses, documents, presentations, videos, resources, services or other information protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws owned or controlled by GiANT.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

“Subscription Fees” means the monthly subscription fees, including all taxes thereon, paid or required to be paid by User as may be set forth in the schedule of fees provided on the GiANT Website, paid for the license and use of the Licensed Materials described herein.

“Term” has the meaning set forth in Section N.

“Third Party” means any Person other than User or GiANT.

“Training Materials” means all materials provided by GiANT to User used to train User in the intended use of the Licensed Materials.

“Training Period” means a period of time necessary to complete all Training Materials. It is estimated that the Training Period will be approximately twenty (20) weeks; however, this is subject to change based on the amount of Training Materials provided to you.

“User” has the meaning set forth in the preamble.

“Video Materials” means the Licensed Materials available through the Access Portal that contain video content.

“Written Materials” means the Licensed Materials available through the Access Portal that are in Portable Document Format (.pdf).

SUBSCRIPTION FEES/PRICE INCREASE.
The monthly Subscription Fee for use of the Licensed Materials shall be an amount equal to the applicable fee for “Guide Access” set forth on the schedule of fees as of the day you accept the terms of this Agreement. For so long as you continue to make such monthly payments, your monthly Subscription Fee shall not increase; provided, however, if you are delinquent on any payment of a Subscription Fee or otherwise terminate this Agreement, and desire to continue to use the Licensed Materials or resubscribe to any Access Level, then the monthly Subscription Fee for the use of the Licensed Materials at such time will be based on the then applicable schedule of fees. Notwithstanding the foregoing, GiANT shall be entitled to increase your monthly Subscription Fee, on no more than an annual basis, by an amount equal to the then existing price multiplied by the then applicable annual percentage increase in the Consumer Price Index (“CPI”), rounded upwards to the next tenth of a cent. CPI shall mean the Consumer Price Index for all Urban Consumers – All Cities Average, For All Items (1982-1984=100) published by the Bureau of Labor Statistics, United States Department of Labor. Such increase will become effective upon notice to you.

CERTIFICATION.
From time to time, GiANT will designate Guide Certifications for the use of particular Certified Materials in connection with Section and D.2 below. GiANT may, from time to time, amend or otherwise modify the particular Certified Materials associated with the particular Guide Certification. By way of example, GiANT intends to designate a Guide Certification of “100X Leader”. There will be certain Certified Materials associated with the use of the 100X Leader Guide Certification. Once the 100X Leader Guide Certification has been granted to User, the User may use the Certified Materials related to the 100X Leader Guide Certification in connection with the provisions of Section D.2 below. User will not be allowed to use any other Licensed Materials in connection with the provisions of Section D.2 below until the User has been granted the Guide Certification for such Licensed Materials. Prior to the effectiveness of the license grant and use of the Licensed Materials in as provided in Section D.2 below, the User must first obtain a Guide Certification, which may be granted to User in accordance with the following: Following the acceptance of this Agreement, GiANT will periodically grant User with access to certain Training Materials, which will be used to train User in the intended use of the particular Certified Materials. The Training Material will contain certain completion requirements, which may be revised and amended from time to time, in the sole discretion of GiANT. In order to be granted a Guide Certification, User shall view and otherwise complete all Training Materials, including but not limited to viewing all video content and responding to questions and forums related thereto. Within twenty (20) days after the completion of all Training Materials, GiANT will review the completed Training Materials. Review of the completed Training Materials may either be done manually or automation, as determined in GiANT’s sole discretion. If GiANT is satisfied with such review, in its sole discretion, GiANT will grant User a Guide Certification for the particular Certified Materials. A Guide Certification shall be evidenced by a written certificate delivered to User within such twenty (20) day period. If User fails to complete the Training Materials to GiANT’s satisfaction, GiANT shall have no obligation to grant User with a Guide Certification and GiANT shall be entitled to keep all Subscription Fees paid by User.

LICENSE GRANT AND SCOPE.
Subject to and conditioned upon (i) User’s timely payment of the Subscription Fees, and (ii) User’s strict compliance with all terms and conditions set forth in this Agreement, GiANT hereby grants to User a revocable, non-exclusive, non-transferable, non-sublicensable limited license during the Term to use the Licensed Materials, solely as set forth in this Section D and subject to all conditions and limitations set forth in Section E or elsewhere in this Agreement. This license grants User the right, exercisable solely by and through User, to: Access, download and copy the Written Materials. All downloads and copies of the Written Materials made by the User; will be the exclusive property of the GiANT; will be subject to the terms and conditions of this Agreement; and must include all trademark, copyright, patent, and other Intellectual Property Rights notices contained in the original. Access, stream and view the Video Materials. The Video Materials may only be streamed through the Access Portal and not be downloaded onto any external device. Subject to and conditioned upon (i) User’s timely payment of the Subscription Fees, (ii) User’s strict compliance with all terms and conditions set forth in this Agreement, and (iii) GiANT’s grant of a Guide Certification to User in accordance with Section C above, User may (a) use and distribution of the Certified Material in compliance with the rights and restrictions described in this Agreement with clients and customers of User and (b) combine the Certified Materials or any part thereof with, or incorporate the Certified Materials or any part thereof in, any other programs of User, or otherwise create Public Derivative Works (defined below) of the Certified Materials or any part thereof, subject to the terms of Section L of this Agreement. By using the Access Portal, you agree to be bound by the Terms and Conditions of Use and the Privacy Policy set forth on the GiANT Website (as may be amended from time to time), and all additional agreements required for use of any data, content or services offered by GiANT, each of which are herein incorporated by this reference. All additional GiANT account use requirements, criteria, terms, or rules, and the Privacy Policy, are incorporated by reference into this Agreement and you are agreeing to accept and abide by them by using the Access Portal and the Licensed Materials. Materials are not available to any users previously prohibited from using the Access Portal, data, services, or content. It is a violation of this Agreement to use or access any Materials, data or content under any identity that is not your own identity.

USE OF LICENSED MATERIALS
To access/use Licensed Materials, you must register for a GiANT user account (“Account”), meet the eligibility criteria for the desired level of access, be approved by GiANT, pay all applicable fees and agree to all of the terms and conditions set forth herein. You represent and warrant that: (a) all required registration information that you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you meet all of the eligibility criteria for the Access Level you have requested; and (d) your use of Licensed Materials does not violate any U.S. or other applicable law or regulation. You are entirely responsible for maintaining the confidentiality of your Account login information and for all activities that occur under your Account. You may not use another user's account. You agree to use “strong” Account passwords, and to maintain Account passwords securely to prevent others from gaining access without your permission. You agree to immediately notify GiANT of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. You agree that all data provided to you pursuant to this Agreement shall be deemed to be confidential regardless of whether it is marked as “Confidential Information”, “Confidential” or “Proprietary” or is not marked at all. You agree to use all Licensed Materials provided to you only for the specific purposes identified herein and otherwise pre-approved in writing by GiANT. Except for the agreed-to disclosures specified in this Agreement, you agree to treat all Licensed Materials as confidential and not to disclose the same to any Third Party. You hereby agree that your rights as related to the Licensed Materials are non-assignable and non-transferable. You agree that any oral or written discussions between GiANT and you that relate to the Licensed Materials is also confidential information and you agree to keep all such information secret and confidential. You acknowledge that the Licensed Materials are proprietary and confidential information of GiANT, and agree to keep the information confidential so as to protect and maintain the confidentiality of the information. Any works created by you while using the Licensed Materials shall not disclose or in any way abrogate the confidentiality of the Licensed Materials. To the extent the Licensed Materials contains any personally identifiable information, you agree that it will comply with all applicable laws regarding protection of personally identifiable information, and will in any event use the same standard of care that the you use to protect your own confidential information, and in no event will use less than a reasonable standard of care. You agree to indemnify and hold GiANT harmless against any causes of action arising out of your use or misuse of personally identifiable information.

USE RESTRICTIONS. User shall not directly or indirectly:
use (including make any copies of) the Licensed Materials beyond the scope of the license granted under Section D; provide any other Person, including any subcontractor, independent contractor, affiliate, or service provider of User, with access to or use of the Licensed Materials; remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Licensed Materials, including any copy thereof; except as expressly set forth in Section D, copy the Licensed Materials, in whole or in part; except as expressly provided herein, rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Licensed Materials to any Third Party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, cloud, or other technology or service or by physical or mechanical means; except as expressly allowed by this Agreement, combine the Licensed Materials or any part thereof with, or incorporate the Licensed Materials or any part thereof in, any other programs of User, or otherwise create Public Derivative Works (defined below) of the Licensed Materials in any manner that would infringe upon the Intellectual Property Rights of parties other than GiANT; use the Licensed Materials in violation of any law, regulation, or rule; use the Licensed Materials for purposes of competitive analysis of the Licensed Materials, the development of a competing product or service, or any other purpose that is to the GiANT’s commercial disadvantage; or use the Licensed Materials in a manner that might tend to reflect unfavorably on the GiANT, as determined by GiANT, in its sole discretion.

RESPONSIBILITY FOR USE OF LICENSED MATERIALS.
User is responsible and liable for all uses of the Licensed Materials through access thereto provided by User, directly or indirectly. Specifically, and without limiting the generality of the foregoing, User is responsible and liable for all actions and failures to take required actions with respect to the Licensed Materials by any other Person to whom User may provide access to or use of the Licensed Materials, whether such access or use is permitted by or in violation of this Agreement.

COMPLIANCE MEASURES.
The Licensed Materials may contain technological copy protection or other security features designed to prevent unauthorized use of the Licensed Materials, including features to protect against any use of the Licensed Materials that is prohibited under Section F. User shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features. Upon GiANT’s written request, User shall conduct a review of its use the Licensed Materials and certify to GiANT in a written instrument signed by an officer of User that it is in full compliance with this Agreement or, if User discovers any noncompliance: User shall immediately remedy such noncompliance and provide GiANT with written notice thereof. User shall provide GiANT with all access and assistance as GiANT requests to further evaluate and remedy such noncompliance. If User’s use of the Licensed Materials exceeds the use permitted by this Agreement, GiANT shall have the remedies set forth in Section H.4. During the Term, GiANT may, in GiANT’s sole discretion, audit User’s use of the Licensed Materials to ensure User’s compliance with this Agreement, provided that (i) any such audit shall be conducted on not less than five (5) business days’ prior notice to User, and (ii) no more than two (2) audits may be conducted in any twelve (12) month period except for good cause shown. GiANT also may, in its sole discretion, audit User’s systems within six (6) months after the end of the Term to ensure User has ceased use of the Licensed Materials and removed the all copies of the Licensed Materials from such systems as required hereunder. The User shall fully cooperate with GiANT’s personnel conducting such audits and provide all reasonable access requested by the GiANT to records, systems, equipment, information, and personnel, including machine IDs, serial numbers, and related information. If the audit or any of the measures taken or implemented under this Section H determines that the User’s use of the Licensed Materials exceeds or exceeded the use permitted by this Agreement, then: User shall, within thirty (30) days following the date of such determination by User or GiANT’s written notification thereof, pay to GiANT the retroactive Subscription Fees for such excess use and, unless GiANT terminates this Agreement pursuant to Section H.4.iii, obtain and pay for a valid license to bring User’s use into compliance with this Agreement. In determining the Subscription Fee payable pursuant to the foregoing, (x) unless User can demonstrate otherwise by documentary evidence, all excess use of the Licensed Materials shall be deemed to have commenced on the commencement date of this Agreement or, if later, the completion date of any audit previously conducted by GiANT hereunder, and continued uninterrupted thereafter, and (y) the rates for such licenses shall be determined without regard to any discount to which User may have been entitled had such use been properly licensed prior to its commencement (or deemed commencement). User shall also pay to GiANT, within thirty (30) days following the date of GiANT’s written request therefor, GiANT’s reasonable costs incurred in conducting the audit. GiANT shall also have the right to terminate this Agreement and revoke the license granted hereunder, effective immediately upon written notice to User. GiANT’s remedies set forth in this Section H.4 are cumulative and are in addition to, and not in lieu of, all other remedies the GiANT may have at law or in equity, whether under this Agreement or otherwise.

NON-CONFIDENTIAL INFORMATION
Confidential information does not include, and you have no obligation to preserve the confidentiality of, information that: (a) was previously known to you prior to the execution of this Agreement and not disclosed to you by GiANT; (b) is or becomes publicly available, other than by an unauthorized disclosure; (c) is independently developed by you without knowledge of the Licensed Materials as shown by the your written records; or (d) is lawfully received by you from a Third Party whose disclosure did not violate any confidentiality or other legal obligation. DISCLOSURES REQUIRED BY LAW If you receive a subpoena, request, or directive by a court or governmental body under other law, you agree to immediately notify GiANT of such request so that GiANT has a reasonable opportunity to protect the confidentiality of its information to the extent permitted by law. If no protective order or other remedy is obtained, you agree to disclose only that portion of the Licensed Materials that you are legally compelled to disclose.

INTELLECTUAL PROPERTY RIGHTS.
User acknowledges and agrees that the Licensed Materials are provided under license, and not sold, to User. User does not acquire any ownership interest in the Licensed Materials under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. GiANT reserves and shall retain its entire right, title, and interest in and to the Materials and all Intellectual Property Rights arising out of or relating to the Licensed Materials, except as expressly granted to the User in this Agreement. User shall use commercially reasonable efforts to safeguard all Licensed Materials (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. User shall promptly notify GiANT if User becomes aware of any infringement of the GiANT’s Intellectual Property Rights in the Licensed Materials and fully cooperate with GiANT in any legal action taken by GiANT to enforce its Intellectual Property Rights. User shall not use, register or apply register or apply for registration of any trademark, service mark, business name, company/trade name, domain name or social media account name or handle which is comprised of or incorporates in whole or in part any GiANT Mark, or is otherwise confusingly similar to a GiANT Mark. In the event of any breach of this provision, User agrees that it will do all things necessary to effect the transfer of any such same or similar trademark, service mark, business name, company/trade name, domain name or social media account name or handle to GiANT, including but not limited to executing assignment documentation. Except as expressly granted herein, no license regarding the use of GiANT’s copyrights, patents, trademarks, service marks or company/trade names is granted or will be implied.

PUBLIC DERIVATIVE MATERIALS.
Any materials that User prepares using the Licensed Materials, that are intended for the purpose of publicly sharing information with third parties not subject to a duty of confidentiality are “Public Derivative Materials”. User agrees to prominently attribute the appropriate GiANT Mark in the Public Derivative Materials as the supplier of the underlying materials. Such attribution includes placing visibly the attribution “Source: GiANT WORLDWIDE, LLC” immediately next to, and on the same page or screen as, any graphics or text developed in whole or in part through access to the Licensed Materials. User grants GiANT a worldwide, irrevocable, royalty-free license to use any Public Derivative Materials and GiANT may utilize the Public Derivative Materials in the creation of additional proprietary materials which shall be the sole property of GiANT. User agrees that User does not acquire any title, ownership, or other Intellectual Property Right or license under this Agreement to materials created by GiANT based on or derived from the Public Derivative Materials. Nothing in this Section shall be construed to allow User to create Public Derivative Works, except as may otherwise be expressly allowed in this Agreement.

TERM AND TERMINATION.
The term of this Agreement, and your access to Licensed Materials, the Access Portal and User Information, shall begin on the date that your Account access is approved by GiANT will remain in full force and effect so long as you continue to access and use the Access Portal and Licensed Materials (the “Term”), or until terminated in accordance with the terms of this Agreement. The obligations of this Agreement with respect to the confidentiality of Licensed Materials shall survive termination of this Agreement for a period of ten years. At any time, GiANT may (a) suspend or terminate your rights to access or use Licensed Materials or the Access Portal; (b) terminate this Agreement with respect to you if GiANT in good faith believes that you have violated the terms of this Agreement, the Terms and Conditions of Use or the Privacy Policy set forth on the GiANT Website (as may be amended from time to time), or any other agreement between you and GiANT; (c) terminate this Agreement if you file, or have filed against you, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law; (d) terminate this Agreement if you make or seek to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property; (e) terminate this Agreement if you are charged with, or convicted of a felony involving moral turpitude, dishonesty or fraud; (f) terminate this Agreement if you commit any act or does anything which might tend to bring User into public disrepute, contempt, scandal, or ridicule, or which might tend to reflect unfavorably on the GiANT, as determined by GiANT, in its sole discretion; or (g) terminate the terms of this Agreement with respect to you for convenience upon delivery of advance notice to you. User may terminate this Agreement at any time upon notice to GiANT. Upon termination of this Agreement, the license granted hereunder shall be automatically revoked and terminated, and User shall cease using and destroy all copies of the Licensed Materials and certify such destruction to GiANT. No expiration or termination shall affect User’s obligation to pay all Subscription Fees that may have become due before such expiration or termination, or entitle User to any refund, in each case.

LIMITED WARRANTIES AND WARRANTY DISCLAIMER.
Each party represents and warrants to the other party that it has full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. User represents and warrants that: User will not engage or participate in any activity or course of action that could diminish or tarnish the image or reputation of the Materials or GiANT, or cause confusion as to the ownership of the Materials; and User’s use of the Licensed Materials will not infringe, misappropriate, or otherwise violate the intellectual property or other rights of any Third Party or violate any applicable regulation or law. THE LICENSED MATERIALS ARE PROVIDED TO USER “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, GIANT, (I) ON ITS OWN BEHALF, (II) ON BEHALF OF ITS AFFILIATES AND (III) ON BEHALF OF EACH OF GIANT’S AND GIANT’S AFFILIATES’ RESPECTIVE SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE LICENSED MATERIALS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, GIANT PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED MATERIALS WILL MEET THE USER’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. GIANT STRICTLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO ANY THIRD-PARTY MATERIALS.

LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:
GiANT is not liable for any loss or damage arising from your use of the Materials. YOU AGREE THAT NEITHER GIANT NOR ITS AFFILIATES, SUPPLIERS, EMPLOYEES, OFFICERS OR OWNERS SHALL BE LIABLE FOR ANY LOSS OF DATA OR PRIVACY, LOSS OF INCOME, LOSS OF OPPORTUNITY OR PROFITS, COST OF RECOVERY, LOSS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING FROM YOUR USE OF THE MATERIALS OR ANY OTHER SERVICE DELIVERED HEREUNDER, OR DAMAGE ARISING FROM YOUR USE OF THIRD PARTY PRODUCTS, OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR YOUR EXPORTATION, REEXPORTATION, OR IMPORTATION OF ANY OR ALL OF THE SAME. THIS LIMITATION WILL APPLY EVEN IF GIANT, ITS AFFILIATES, SUPPLIERS, EMPLOYEES, OFFICERS OR OWNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. YOU ACKNOWLEDGE THAT THE SUBSCRIPTION FEES REFLECT THESE ALLOCATIONS OF RISK. SOME JURIDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. For purposes of this Agreement, the term “Affiliate” shall mean any entity that controls, is under common control with, or is controlled by GiANT, where “control” means the ownership, direct or indirect, of a majority of GiANT’s partnership interests or other interest entitled allowing the owner to direct the affairs of GiANT. GiANT’S AND ITS AFFILIATES’ MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH ANY GiANT SITE OR YOUR USE OF THE GiANT CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED THE GREATER OF $250 OR THE AMOUNT YOU PAID TO GiANT IN THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH YOUR CLAIM AROSE. THE LIMITATIONS SET FORTH IN SECTION O.1 AND SECTION O.2 SHALL APPLY EVEN IF THE USER’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE 1542, WHICH STATES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

USER INDEMNIFICATION.
User shall indemnify, defend, and hold harmless GiANT and its Affiliates (each, an “Indemnified Party”) from and against any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers, arising out of or in connection with (i) any breach of User’s representations, warranties or covenants under this Agreement, (ii) User’s use of the Materials, and (iii) any third-party claim, suit, action, or proceeding (each a “Third-Party Claim”) relating to any actual or alleged breach by User of their representations, warranties, covenants, or other obligations hereunder. The Indemnified Party shall promptly notify User upon becoming aware of a Third-Party Claim under this Section P. User shall promptly assume control of the defense and investigation of such Third-Party Claim, with counsel reasonably acceptable to the Indemnified Party, and the Indemnified Party shall reasonably cooperate with User in connection therewith, in each case at User’s sole cost and expense. The Indemnified Party may participate in the defense of such Third-Party Claim, with counsel of its own choosing and at its own cost and expense. User shall not settle any such Third-Party Claim on any terms or in any manner that adversely affect the rights of any Indemnified Party, without such Indemnified Party’s prior written consent. If User fails or refuses to assume control of the defense of such Third-Party Claim, the Indemnified Party has the right, but no obligation, to defend against such Third-Party Claim, including settling such Third-Party Claim after giving notice to User, in each case in such manner and on such terms as the Indemnified Party may deem appropriate. Neither the Indemnified Party’s failure to perform any obligation under this Section P.2 nor any Indemnified Party’s act or omission in the defense or settlement of any such Third-Party Claim will relieve User of its obligations under this Section P.2, except to the extent that User can demonstrate that it has been materially prejudiced as a result thereof.

ENTERPRISE ACCESS AGREEMENT.
Notwithstanding anything herein to the contrary, if your access provided herein is made in connection with an Enterprise Access Agreement, all the terms and conditions set forth in such Enterprise Access Agreement are incorporated herein in their entirety. Any discrepancies between the Enterprise Access Agreement and this Agreement shall be controlled by the Enterprise Access Agreement.

MISCELLANEOUS. All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Oklahoma without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of Oklahoma in each case located in the City of Oklahoma City and County of Oklahoma County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court. GiANT will not be responsible or liable to User, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, or User equipment, loss and destruction of property, or any other circumstances or causes beyond GiANT’s reasonable control. All notices and requests under this Agreement must be in writing and made to: For GiANT: GiANT Worldwide, LLC 435 NW 23rd St. Oklahoma City, OK 73103 Attn: GiANT TV Customer Service For you: The email address submitted with your registration form shall be used for contact.

This Agreement, together with the Terms and Conditions of Use and the Privacy Policy set forth on the GiANT Website (as may be amended from time to time), constitutes the sole and entire agreement between User and GiANT with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. User shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without GiANT’s prior written consent, which consent GiANT may give or withhold in its sole discretion. GiANT may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without User’s consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns. GiANT may temporarily suspend access to the Licensed Materials if GiANT determines, in its sole discretion, that continued provision would compromise the security of the Material due to, without limitation, hacking attempts, denial of service attacks, mail bombs or other malicious activities, and GiANT will take action to promptly resolve any such security issues. GiANT agrees to notify User of any such suspension and subsequent reactivation of access to the Licensed Materials. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. Except for the provisions set forth in Section B, GiANT reserves the right to make changes to the terms of this Agreement. You should ensure that you have read and agree with the most recent Terms and Conditions of Use, set forth on the GiANT Website, when you use or access the Access Portal or any Licensed Materials, data, content or service provided by GiANT. Continued use of the Access Portal or Licensed Materials following notice of such changes shall indicate your acknowledgement of such changes and your agreement to be bound by the terms and conditions of such changes. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. For purposes of this Agreement, (a) the words “include,” “includes,” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole. This relationship between the parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party has authority to contract for or bind the other party in any manner whatsoever. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.