The following are the terms and conditions (the "Terms") for the use of the ProEdResource web site (the "Site"), ProEd Premium Membership Services, and related material.

1. General
With each visit to the Site you signify your agreement to these Terms. These Terms were last modified on November 20, 2022.

Professional Education Resources, LLC own the ProEdResource and ProEd Premium trade name, brand and trademark and websites. Hereafter, ProEdResource means Professional Education Resources, LLC.

ProEdResource Material is defined as any intellectual property, legal materials, documents, web pages, software, products, web links, email, information, or any other materials provided by or previously provided by ProEdResource or the Site, including any portion thereof.

If you do not wish to be bound by these Terms, you are not granted authority to use or access the Site or ProEdResource Material.

2. Use of ProEdResource and ProEd Premium Services and Materials

A. Generally
You agree not to use any ProEdResource and ProEd Premium services and or materials for any purpose which is against any law in your jurisdiction or for any purpose which would not give full effect to the Terms even if that purpose is otherwise allowed under the Terms.

To access products, you must provide credit card details to ProEdResource as required by the Site. ProEdResource will charge credit cards in accordance with displayed pricing in return for access to products and lawful services.

3. Legal Advice, Information and Decision Making Responsibility
ProEdResource is not a law firm and does not provide Legal Advice (as defined below). Your use ProEdResource and ProEd Premium services and or materials does not create a solicitor-client relationship between you and ProEdResource.

You agree that all decisions you make on legal matters are your full responsibility and you agree to retain legal counsel licensed to practice in your jurisdiction regarding any legal issue of enough importance to reasonably require it.

You agree that ProEdResource does not provide Legal Advice. If you receive any communication from ProEdResource, its agents, its employees or any other associated entity, which is Legal Advice, you agree that it is NOT a communication authorized by ProEdResource and you agree to immediately delete and disregard it.

Except as expressly provided in these Terms, you agree to accept full responsibility for determining the value of and for any use you make of ProEdResource and ProEd Premium services and or materials, and for obtaining any needed assistance from a properly licensed attorney to assess the value of and appropriate uses for ProEdResource and ProEd Premium services and or materials.

For the purposes of these Terms, Legal Advice is defined to include the following:

• any legal related communication, work or service which, under the governing law of your jurisdiction, is only allowed to be performed by or under the supervision of a properly licensed attorney;
• advice on which legal document or documents you need or are best for your situation;
• determining the legal consequences that will or could result from how you have created your legal document;
• whether you have included inappropriate, conflicting, or ambiguous information in your legal documents;
• whether you have omitted any necessary provisions or details from your legal documents; and
• whether you require any additional legal documents or legal procedures.

4. Programs
ProEdResource retains the right to make changes to its ProEd Premium Membership or other programs as it sees fit.

5. Restrictions
To the maximum extent allowable under applicable law, except as explicitly identified in these terms, you agree not to publish, re-publish, lend, license, give away, look at the software source code, modify the software source code, post to an Internet web site, or use in an automated system any ProEdResource and ProEd Premium services and or materials nor will you utilize ProEdResource and ProEd Premium services and or materials in any way for the creation of an automated system or website, nor will you allow or assist a third party to do so.

You agree to only use ProEdResource and ProEd Premium services and or materials and the Site as a customer.

Licenses granted are subject to these Terms, and are non-exclusive, non-transferable, and revocable.

The rights granted under these Terms are granted to you only.

If you are an organization, a purchase allows one individual within your organization to exercise the rights granted by these Terms. If multiple individuals within your organization require access, there must be a purchase for each individual. The appointed individual may not be changed.

ProEdResource retains the right to prohibit organizations, groups, or individuals, or yourself from using its websites or ProEdResource and ProEd Premium services and or materials at its discretion.

6. Assignment
This agreement cannot be assigned.

7. Intellectual Property
All copyright, trade marks (including its distinguishing guise and/or trade dress), and other intellectual property rights (registered and unregistered) of ProEdResource and ProEd Premium services and or materials belong to ProEdResource and its suppliers. ProEdResource reserves all of its rights in the ProEdResource and ProEd Premium services and or materials. Nothing in the Terms grants you a right or licence to use any intellectual property rights owned or controlled by ProEdResource or any other third party except as expressly provided in these Terms.

In addition, ProEdResource and ProEd Premium services and or materials, contains information and intellectual property that is selected and organized by ProEdResource and represents significant work made by ProEdResource. Nothing in the Terms should be construed as granting any license or right to use any ProEdResource and ProEd Premium services and or materials or intellectual property displayed or used in any ProEdResource and ProEd Premium services and or materials except as expressly provided in the Terms.

You agree to the following:

1. the ProEdResource and ProEd Premium services and or materials is the property of ProEdResource and its suppliers;
2. you will not use the ProEdResource and ProEd Premium services and or materials for any purpose other than is expressly permitted in these Terms;
3. you will not distribute in any medium any ProEdResource and ProEd Premium services and or materials without ProEdResource prior written authorization or as expressly provided these Terms.
4. any distribution or past distribution of any ProEdResource and ProEd Premium services and or materials that violates these Terms is subject to liquidated damages in an amount equal to that which would be payable by a copyright infringer for knowingly copying a work, and based on each page of any website which uses ProEdResource and ProEd Premium services and or materials being a separate work under the Copyright Act and each access of a page of a website by a customer being a separate publication of a work.
5. ProEdResource shall have the right to represent its suppliers in any dispute.

8. LIMITED WARRANTIES
Except as expressly provided in these Terms, to the maximum extent permitted under applicable law, ProEdResource and ProEd Premium services and or materials are provided "as is" without any kind of warranty.

You accept full responsibility for determining whether ProEdResource and ProEd Premium services and or materials are suitable for any particular purpose and for protecting yourself against any possible consequential damages.

ProEdResource does not authenticate users' signatures. ProEdResource does not authenticate users’ identities when users use our electronic signature functionality. ProEdResource electronic signature functionality does not track IP addresses, include digital certificates, use a certification authority nor any other third party verification. You accept full responsibility for determining whether an electronic signature is suitable for any particular purpose.

Except as expressly provided in these Terms or where prohibited by law, we are not responsible for any loss, injury, claim, liability, damage, or consequential damage related to your use of ProEdResource and ProEd Premium services and or materials, or for inaccessibility of

ProEdResource and ProEd Premium services and or materials whether from errors or omissions in the content of ProEdResource and ProEd Premium services and or materials or any other linked sites or for any other reason. ProEdResource and ProEd Premium services and or materials is at your own risk.

ProEdResource does not represent or warrant that ProEdResource and ProEd Premium services and or materials, the Site or any linked sites are free of any harmful materials.

9. Maximum Liability
Except as expressly provided in these Terms or where prohibited by law, the maximum liability of ProEdResource is the amount paid to ProEdResource by the customer; however, where ProEdResource has provided a service, the maximum liability of ProEdResource for any ProEdResource Services is the portion of the amount paid to ProEdResource by the customer specifically for the ProEdResource and ProEd Premium services and or materials as calculated by ProEdResource.

10. Guarantees and Refunds
All guarantees are subject to any limitations specified in any ProEdResource and ProEd Premium services and or materials.

11. Annual Subscriptions and Renewals
ProEdResource has no obligation to refund renewals unless you notify us before your renewal date that you want to cancel.

A. Legal Guarantee
ProEdResource makes no legal guarantees.

B. Other Guarantees and Refunds
ProEdResource makes no other guarantees or offer of refunds for any reason.

C. Client Privacy
You consent to ProEdResource using your personal information according to its Privacy Policy that can be found at Privacy Policy.

12. ESIGN Electronic Records and Communication Disclosure
By agreeing to the Terms and using our Site you affirmatively consent to receive all information and disclosures from ProEdResource and ProEd Premium Membership electronically.

In many cases you have a right to receive information and disclosures on paper instead of electronically. This Site provides all information in electronic form. If you want to receive paper records, you can print your downloaded information or email conformation information, electronically signed document. You can also print the Site Terms of Use and Privacy Policy. If you want to receive other paper records you should not use the Site. You may withdraw your consent to receive information and disclosures electronically at any time. To do so, please delete your account through your “My Account” page on the Site. By withdrawing your consent, you will no longer be able to use the Site, ProEdResource Materials, or ProEd Premium Membership services.

You can update your contact and billing information through your “My Account” page on the Site.

To access the Site and the ProEd Premium Membership you must have the following: (1) a computer or smartphone with enough memory to access, view, and store documents; (2) an internet connection; (3) an internet browser. If you want to view your documents in PDF you must also have a program with which to view PDFs. To use the online notary service a working webcam and microphone are also required.

13. Terms and Headings
All of the Terms are valid regardless of the heading. To the maximum extent possible under law, the Terms take precedence over any conflicting ProEd Premium Membership Material should it be judicially found that the conflicting ProEd Premium Membership Material is legally relevant to this Agreement under law.

14. Indemnification
Except where prohibited by law, you agree to indemnify and hold ProEdResource, its directors, officers and employees, harmless from any actions, claims, losses, damages, liabilities and expenses including legal fees, asserted by any third party due to or arising out of your use of the Site or ProEd Premium Membership Material.

15. Governing Law
Except where prohibited by law, the Terms are governed by the laws of the State of Minnesota, United States of America. Except where prohibited by law, you irrevocably attorn to the exclusive jurisdiction of the courts of Minneapolis Minnesota, United States of America.

16. Binding Arbitration
Subject to exceptions specified herein, if you and ProEdResource are unable to resolve any dispute by informal negotiations, then any resolution of this dispute will be conducted exclusively by binding arbitration.

A request for appointment of an arbitrator must be made in writing. Upon receipt of the written request, ProEdResource will have 90 days to choose and appoint an independent and impartial arbitrator. The arbitration will be held in the City of Minneapolis Minnesota, United States of America.

The cost of the binding arbitration proceedings and any proceeding in court to confirm or to vacate any arbitration award, including, without limitation, reasonable attorneys' fees and costs, will be borne by the unsuccessful party and will be determined and awarded by the arbitrator.

Exceptions to the use of binding arbitration are as follows: ProEdResource may bring forth a lawsuit, without using binding arbitration, should the lawsuit involve intellectual property infringement or injunctive relief. Also, either party may use small claims court.

17. Class Action Waiver
You will not seek to have the dispute heard as a class action, private attorney general action or in any other proceeding in which either party acts or proposes to act in a representative capacity. Arbitration or any other proceeding to resolve any dispute, in any forum, will be conducted solely on an individual basis and not combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.

18. Modification of the Terms
Except that you must be informed in a reasonable manner regarding any pricing increase, ProEdResource may, in its sole discretion, change these Terms at any time. Other terms and conditions are only valid when signed in writing by an authorized ProEdResource officer.

19. Severability
If any term, covenant, condition or provision of these Terms is held by a court of competent jurisdiction to be invalid, void or unenforceable, such provision is to be excluded to the extent of such invalidity or unenforceability and all other provisions will remain in full force and effect; and, to the extent permitted and possible, the invalid or unenforceable provision will be deemed replaced by a provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable provision.

20. Waivers
No failure or delay, on the part of ProEdResource, in exercising any right or power under these Terms will operate as a waiver of such right or power.

21. Whole Agreement
Except as explicitly set forth in this agreement, these Terms, the pricing displayed on the Site, the Site's Disclaimer, and, if you are an affiliate, the Affiliate Program Terms and Conditions, constitute the whole agreement between you and Professional Education Resources, LLC. notwithstanding any:

• ProEdResource and ProEd Premium services and or materials other than this Agreement,
• communication between you and ProEdResource, including telephone, email and online chat assistance, or
• announcements, newsletters or promotional materials from ProEdResource.