Welcome to your subscription to [Gottman Premium] (the “Subscription”).

These terms and conditions govern your Subscription and represent a binding legal agreement (the “Agreement”) between you (“You” or “Customer”) and Affective Software Inc., d/b/a Gottman Inc., The Gottman Institute or GottmanConnect (collectively “Gottman”). Customer and Gottman will be referred to herein each as a “Party” or jointly as the “Parties”)

The Subscription you have purchased provides you with access to certain Gottman-produced content (the “Content”) hosted by Gottman at websites including, but not necessarily limited to: www.gottman.com and www.gottmanconnect.com (collectively, the “Site”).

Gottman may update this Agreement from time to time in its sole discretion. If Gottman does this, Gottman will notify Customers by posting the updated Agreement on the Site and may also send other communications. You acknowledge that you will review the Agreement whenever Gottman updates it. If You continue to Use the Subscription after Gottman has posted updates to the Agreement or otherwise notified Customer of the updated Agreement, it means that You accept and agree to the changes. If You do not agree to be bound by the changes, You may not use the Subscription anymore. Because the Subscription is evolving over time Gottman may change or discontinue all or any part of the Subscription, at any time and without notice, at Gottman’s sole discretion.

1. DEFINITIONS.

(a) “Gottman IP” means the Subscription, the Content, the Site, the underlying software provided in conjunction with the Subscription, algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Subscription, all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all Intellectual Property Rights in and to any of the foregoing.

(b) “Customer Data” means personally identifiable data provided by Customer to Gottman as part of signing-up for or Using the Subscription.

(c) “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.

(d) “Order Form” means the online order for the Subscription agreed to by Customer setting forth the Subscription Start Date, Membership Level, Subscription Fee and Term.

(e) “Person” means any individual, corporation, partnership, trust, limited liability company, association, governmental authority or other entity.

(f) “Subscription” means a subscription and access to use the Site and consume the Content, as more particularly described or identified in the applicable Order Form.

(g) “Use” means to use and/or access the Services in accordance with this Agreement.

2. NOTICE OF NON-CLININCAL SERVICES

(a) Your use of the Subscription is intended for educational and informational purposes only. It is not intended to be a substitute for professional advice, consultation, supervision, diagnosis, treatment, medical treatment, psychotherapy, counseling, or mental health services. Use of Subscription, the Content or the Site does not create any of the above-mentioned relationships between You and Gottman, between You and any therapist, or between You and any other person or entity.

(b) DO NOT RELY UPON INFORMATION ON THE SITE FOR CLINICAL TREATMENT OF ANY MEDICAL OR MENTAL HEALTH CONDITION.

(c) If You are currently experiencing a medical or mental health emergency, call 911 immediately.

(d) Gottman does not recommend, endorse, warranty or guarantee the performance or efficacy of any specific tests, products, procedures, opinions, or other information that may be mentioned on the Site. Actions taken after reading any information provided by the Site, Gottman employees, others appearing on the Site at the invitation of Gottman, or other visitors to the Site, shall be understood to be taken at your own risk and not in reliance upon the Site. Nothing on the Site or resulting from the Site should be interpreted to interfere with or substitute for care included as part of the health care services You receive.

(e) The Site may contain links to, or otherwise allow connections to, other websites, servers, or online locations that are not owned or operated by Gottman. Gottman is not responsible or liable for the content, policies or practices of any third-party websites, servers, or online services or environments, or any detriment you may encounter as a result of visiting those sites.

3. SUBSCRIPTION; ACCESS AND USE.

(a) Subscription. Subject to the terms and conditions of this Agreement, Gottman hereby grants Customer a limited, non-exclusive, non-transferable right to Use the Subscription during the Term, solely for Customer’s personal use.

(b) Use Restrictions. Customer will not at any time and will not permit any Person to, directly or indirectly: (i) use the Subscription in any manner beyond the scope of rights expressly granted in this Agreement; (ii) modify or create derivative works of the Subscription, in whole or in part; (iii) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Subscription, in whole or in part; (iv) frame, mirror, sell, resell, rent or lease use of the Subscription, Content or Site to any other Person, or otherwise allow any Person to use the Subscription for any purpose other than for the benefit of Customer in accordance with this Agreement; (v) use the Subscription in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any Person, or that violates any applicable law; or (vi) interfere with, or disrupt the integrity or performance of, the Subscription, or any data or content contained therein or transmitted thereby.

(c) Reservation of Rights. Subject to the limited rights expressly granted hereunder, Gottman reserves and, as between the Parties will solely own, the Gottman IP and all rights, title and interest in and to the Gottman IP. No rights are granted to Customer hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.

4. FEES AND PAYMENT.

(a) Subscription Fees. Customer will pay Gottman the non-refundable fees set forth in the relevant Order Form in accordance with the terms therein (“Fees”). Gottman reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Term or then- current Renewal Term. Fees are due as and when described in the Order Form. Gottman will charge Customer’s selected payment method (such as a credit card, debit card, gift card/code, or other method available in Customer’s home country) for any Fees on the applicable payment date, including any applicable taxes. If Gottman cannot charge Customer’s selected payment method for any reason (such as expiration or insufficient funds), Customer remains responsible for any uncollected amounts, and Gottman will attempt to charge the payment method again as Customer may update its payment method information. In accordance with local law, Gottman may update information regarding Customer’s selected payment method if provided such information by Customer’s financial institution.

5. SUPPORT. Gottman will provide Customer with customer support in accordance with Gottman’s customer service program.

6. CUSTOMER DATA. All Customer Data will be handled by Gottman in compliance with the Company’s then-current Privacy Policy and all applicable laws.

7. WARRANTY DISCLAIMER.

(a) GOTTMAN HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, GOTTMAN HEREBY DISCLAIMS ANY WARRANTY THAT USE OF THE SUBSCRIPTION WILL BE ERROR-FREE, BUG-FREE OR UNINTERRUPTED.

(b) GOTTMAN DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS RELATED TO THE SERVICES RESULTING FROM ANY OF MENTAL HEALTH CARE PROVIDER (CLINICIANS, THERAPISTS, COUNSELORS, PSYCHOLOGISTS, SOCIAL WORKERS, MARRIAGE AND FAMILY THERAPISTS, AND OTHER HEALTH PROVIDERS) ACCESSED OR REFERENCED VIA THE SUBSCRIPTION, THE CONTENT OR THE SITE. GOTTMAN DOES NOT WARRANT THE PROFESSIONAL OR ETHICAL COMPETENCE OF ANY MENTAL HEALTH CARE PROVIDER. GOTTMAN DOES NOT WARRANT THAT MENTAL HEALTH CARE PROVIDERS WHO USE THE SITE ARE CURRENTLY OR PROPERLY LICENSED. GOTTMAN DOES NOT WARRANT THE PROFESSIONAL STATUS OF PROVIDERS REGARDING PROFESSIONAL BOARDS OR AFFILIATIONS.

8. LIMITATIONS OF LIABILITY.

(a) Exclusion of Damages. NEITHER PARTY WILL BE LIABLE TO THE OTHER, FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

(b) Total Liability. IN NO EVENT WILL GOTTMAN’S TOTAL LIABILITY TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO GOTTMAN IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT GOTTMAN WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

(c) Basis of the Bargain. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 8 ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN BETWEEN GOTTMAN AND CUSTOMER, AND WILL APPLY EVEN IF THE REMEDIES AVAILABLE HEREUNDER ARE FOUND TO FAIL THEIR ESSENTIAL PURPOSE.

9. TERM AND TERMINATION.

(a) Term. The initial term of this Agreement begins on the day Customer first makes a Fee payment for the Subscription (the “Start Date”) and expires of the one-year anniversary of the Start Date (the “Initial Term”). Any subsequent terms thereafter shall each be a “Renewal Term”.

(b) Termination. Either Party may terminate this Agreement for any reason or no reason. You may choose to cancel your subscription anytime. However, this is an annual subscription - if you choose to cancel before your year is up, at the time of cancellation, you will be charged a one-time cancellation fee equal to one month of your subscription which will be used to cover administrative and live event speaker costs.

(c) Survival. This Section 12(c) and Sections 1, 2(b), 2(c), 2(f), 3, 4, 6, 7, 9, 10, 11, 12(d) and 14 survive any termination or expiration of this Agreement; provided that Customer’s obligation to provide any new Marketplace Data after the effective date of the termination, or expiration as applicable, will not survive such termination or expiration of this Agreement.

(d) Effect of Termination. Upon expiration or termination of this Agreement: (i) the rights granted pursuant to Section 3 will terminate; and no further Fees shall be due and payable.

10. GENERAL.

(a) Entire Agreement. This Agreement, including its exhibits, is the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes any and all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter.

(b) Notices. All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be sent, if to Gottman, to [email protected] or, if to Customer, to the then-current contact information provided by or on behalf of Customer to Gottman.

(c) Waiver. Either Party’s failure to enforce or delay in enforcement of any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the Party granting the waiver.

(d) Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions of this Agreement will remain in full force and effect.

(e) Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of Washington without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Southern District of New York and the Parties irrevocably consent to the personal jurisdiction and venue therein.

(f) Assignment and Change of Control. Neither Party may assign or transfer this Agreement, by operation of law or otherwise, without the other Party’s prior written consent, which consent shall not be unreasonably withheld or delayed. A change of control of a Party will be deemed an assignment. Notwithstanding the foregoing, each Party may assign or transfer this Agreement to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without such consent, subject to Section 12(b). Any attempt to assign or transfer this Agreement without such consent will be void. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns.

(g) Equitable Relief. Each Party agrees that a breach or threatened breach by such Party of any of its obligations under Section 4 or, in the case of Customer, Section 2(b), may cause the other Party irreparable harm and significant damages for which there may be no adequate remedy under law and that, in the event of such breach or threatened breach, the other Party will have the right to seek immediate equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

(h) Force Majeure. Neither Party will be responsible for any failure or delay in the performance of its obligations under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, which may include, without limitation, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, denial of service or other malicious attacks, telecommunications failure or degradation, pandemics, epidemics, public health emergencies, governmental orders and acts (including government- imposed travel restrictions and quarantines), material changes in law, war, terrorism, riot, or acts of God.