These Terms of Service are a contract between you the client who orders the Service ("Client") and us The Humphrey Group Inc. (“THG”). By receiving any training course or consulting services (collectively "Services") set out in a SOW and/or Order Form (collectively “SOW”), you are agreeing to be bound by the following terms and conditions which are incorporated into such SOW. These Terms of Service together with the SOW shall be referred to as the “Agreement”. THG may revise these Terms of Service upon posting changes online. These Terms of Service were last updated May 26, 2016.

1. CONSULTING SERVICES AND TRAINING SERVICES.

1.1 Consulting Services. Client may purchase additional Services by entering into a new SOW.

1.2 General Provisions. Services are only for Client’s internal use and Client may not use the Services to supply any consulting services or training services to any third party. Services must be used within one (1) year of purchase.

2. PAYMENT. Client will pay to THG the fees and other compensation set forth in each SOW. Client will also reimburse THG for all reasonable out-of-pocket travel and living expenses incurred in the provision of the Services, and any other reimbursable items set forth in each SOW all in accordance with THG’s Travel Expense Reimbursement Guidelines. All invoices will be paid within thirty (30) days from the date of the invoice. All payments are nonrefundable and made without the right of setoff or chargeback. Client shall pay interest, at a rate equal to one percent (1%) per month on any undisputed amount that remains unpaid thirty (30) days after the date of the invoice. If Client fails to pay fees in accordance with this Section, THG may suspend fulfilling its obligations under this Agreement until such payment is received by THG. Client will pay directly any taxes arising out of this Agreement or THG’s performance under this Agreement, including applicable local, state, federal and international sales taxes, value added taxes, withholding taxes, and any other taxes or duties of any kind, but excluding taxes on THG’s net income and all employer reporting and payment obligations with respect to THG’s personnel. If any applicable law requires Client to withhold amounts from any payments to THG under this Agreement, (a) Client will effect such withholding, remit such amounts to the appropriate taxing authorities and promptly furnish THG with tax receipts evidencing the payments of such amounts and (b) the sum payable by Client upon which the deduction or withholding is based will be increased to the extent necessary to ensure that, after such deduction or withholding, THG receives and retains, free from liability for such deduction or withholding, a net amount equal to the amount THG would have received and retained absent the required deduction or withholding.

 3. OWNERSHIP.

3.1 Ownership of Deliverables. Unless otherwise set forth in an SOW, Client acknowledges that it is not obtaining any intellectual property rights from THG under this Agreement. Client acknowledges that in the course of performing its obligations under this Agreement, THG may create works of authorship (collectively “Work Product”). Subject to Client's rights in its Confidential Information, THG shall own all right, title and interest in such Work Product, including all intellectual property rights therein and thereto. If any Work Product is delivered to Client pursuant to or in connection with the performance of consulting Services (a “Deliverable”), THG retains all right, title and interest in such Deliverables and hereby grants to Client a nonexclusive, worldwide right and license to use, execute, reproduce, display and perform any such Deliverables solely for its internal business purposes.

3.2 Course Materials. All THG developed or provided course materials, including templates and tools, whether in existence at the date of this Agreement orcreated thereafter (collectively, the "Course Materials") shall be and remain the property of THG and Client shall have no rights or interests except as set forth here. Client will have the right to distribute and use the Course Materials solely for internal use by its employees who participate in courses, and said employees shall be bound by the restrictions contained in this Agreement. For greater certainty, sharing of the Course Materials by any employee is strictly prohibited, unless authorized by a separate agreement. Client shall not without the prior written consent of THG, resell, lease, loan or transfer any of the Course Materials to any other person or entity, or use such information to create any similar program. Client agrees to use the Course Materials in such a way as to not denigrate the integrity of the Course Materials or the reputation of the THG. Client shall not sub-license the Course Materials to any other party whatsoever. Client training facilitators or project managers, as applicable, will be expected to tell all participants that the Course Materials is used by Client under license by THG for Client's internal use only. Distribution of all or any portion of this material outside of Buyer by any method is strictly prohibited. Client shall not change, alter, modify, edit, redact, adapt, translate or create derivative works using the Course Materials without THG’s prior written consent. All THG trademarks, trade names, logos and notices present on the Course Materials will be preserved.

3.3 Residual Rights. Notwithstanding the above, Client agrees that THG, its employees and agents will be free to use and employ their general skills, know-how, and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques or skills gained or learned during the course of any Services performed under this Agreement, subject to its obligations respecting Client’s Confidential Information pursuant to Section 4.

3.4 Client’s Materials. Client grants to THG a nonexclusive, non-transferable, royalty-free license to use materials provided by Client to THG during the term of this Agreement solely for the purpose of performing the Services for Client..

4. CONFIDENTIAL INFORMATION.

For the purposes of this Agreement, “Confidential Information” means any information which is not generally available to or used by third parties and that is disclosed by one Party to the other Party in the course of THG providing the Services to you. Confidential Information includes, but is not limited to, the parties’ business information, client information, trade secrets, and personal information of the parties’ employees, contractors and clients. Confidential Information does not include any information that is disclosed by one party to another party if that information: (a) is at the time of disclosure in the possession of the receiving party or any of its parent, subsidiary or affiliated companies and was obtained without an obligation of confidence; (b) is independently developed by the receiving party or any of its parent, subsidiary or affiliated companies without any use of or reference to the Confidential Information; (c) is or becomes publicly available without breach of this Agreement or breach of any obligation of confidence; (d) is acquired by the receiving party from a third party who provided the information without breaking any express or implied obligations or duties to the disclosing party; or (e) is intentionally released for disclosure by the disclosing party or with the disclosing party’s prior written consent.

 Each party will take all reasonable steps to maintain the confidentiality of the other party’s Confidential Information. Except as required by law or a valid court order, and subject to the receiving party informing the disclosing party of such legal requirement, the receiving party will only disclose such Confidential Information to those employees or agents who need to know in order to perform their obligations under this Agreement. The receiving party will ensure that those people who need to know the Confidential Information agree to maintain the confidentiality of such Confidential Information.

 5. WARRANTY AND LIABILITY.

5.1 Limited Warranty. With respect to any Services, THG warrants that Services rendered under this Agreement will be performed by qualified personnel; and the Services performed will substantially conform to any applicable requirements set forth in the SOW.

5.2. Remedies. In the event that any Services fail to conform to the foregoing warranty in any material respect, the sole and exclusive remedy of Client will be for THG, at its expense, to promptly re-perform the applicable Services. The foregoing warranty is expressly conditioned upon Client providing THG with written notice of any claim thereunder within three (3) days of delivery of the affected Services, which notice must identify with particularity the non-conformity.

5.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5.1, THG DOES NOT MAKE OR GIVE ANY REPRESENTATION OR WARRANTY OR CONDITION OF ANY KIND, WHETHER SUCH REPRESENTATION, WARRANTY, OR CONDITION BE EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, TITLE, QUALITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OR ANY REPRESENTATION, WARRANTY OR CONDITION FROM COURSE OF DEALING OR USAGE OF TRADE.

5.4 Client Assistance. In order for THG to properly provide the Services, Client agrees to comply with the requirements (such as, provision of data and equipment) as specifically set out in the SOW. Failure to comply with the requirements may cause delays in the delivery of the Services and/or additional fees or consume additional hours.

6. EMPLOYEES.

6.1 No Employee Relationship. THG's employees and personnel (“Personnel”) are not and will not be deemed to be employees of Client. THG will be solely responsible for the payment of all compensation to its Personnel, including provisions for employment taxes, workmen’s compensation and any similar taxes associated with employment of THG's Personnel. THG’s Personnel will not be entitled to any benefits paid or made available by Client to its employees.

6.2 Subcontractors. THG may engage third parties to furnish services in connection with the Services, provided that such third parties have executed or are subject to appropriate confidentiality agreements with THG.

6.3 Non-Solicitation. Neither party may hire, or directly or indirectly solicit or employ, any employee or contractor of the other party during the term of this Agreement and for twelve (12) months after the termination of this Agreement; provided, however, that nothing contained herein will prevent a party from hiring any such employee or contractor who responds to a general hiring program conducted in the ordinary course of business or who approaches such party on a wholly unsolicited basis.

7. TERM AND TERMINATION. The term of this Agreement will commence on the Effective Date and will remain and continue in effect, unless sooner terminated as provided under this Agreement. This Agreement may be terminated in whole or in part by each party (the “Non-Breaching Party”) upon written notice to the other part if any of the following events occur by or with respect to such other party (the “Breaching Party”): (i) the Breaching Party commits a material breach of any of its obligations under this Agreement and fails to cure such breach within thirty (30) days after receipt of notice to do so; or (ii) any insolvency of the Breaching Party, any filing of a petition in bankruptcy by or against the Breaching Party, any appointment of a receiver for the Breaching Party, or any assignment for the benefit of the Breaching Party’s creditors. Upon termination, THG will be entitled to recover payment for all Services and related expenses rendered through the date of termination, including for work in progress. In the event of termination or upon expiration of this Agreement, Sections 2, 3, 4, 5.3, 6, 7, 8 and 9 will survive and continue in full force and effect.

8. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCE WILL THG BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION, LOST REVENUE, LOST PROFITS, LOSS OF INCOME OR LOSS OF BUSINESS ADVANTAGE), WHETHER OR NOT FORESEEABLE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THG’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID UNDER THE APPLICABLE SOW DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS OF LIABILITY WILL REMAIN IN FULL FORCE AND EFFECT, REGARDLESS OF WHETHER EITHER PARTY’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

THE PROVISIONS OF THIS SECTION 8 ALLOCATE RISKS UNDER THIS AGREEMENT BETWEEN CLIENT AND THG AND THE FEES CHARGED FOR THE SERVICES REFLECT THIS ALLOCATION OF RISKS AND LIMITATION OF LIABILITY.

9. MISCELLANEOUS.

9.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. Purchase orders shall be for the sole purpose of defining quantities, prices and describing the Services to be provided under this Agreement and to this extent only are incorporated as a part of this Agreement and all other terms in purchase orders are rejected. This Agreement supersedes all prior or contemporaneous discussions, proposals and agreements between the parties relating to the subject matter hereof. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. In the event of a conflict between the terms of this Agreement and a SOW, the terms of the SOW will govern for that SOW only. An Order signed by THG and Client and incorporating this Agreement may serve as a SOW under this Agreement.

9.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining portions shall remain in full force and effect and such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties and shall be reformed to the extent necessary to make such provision valid and enforceable.

9.3 Waiver. No waiver of rights by either party may be implied from any actions or failures to enforce rights under this Agreement.

9.4 Force Majeure. Neither party shall be liable to the other for any delay or failure to perform due to causes beyond its reasonable control (excluding payment of monies due).

9.5 No Third Party Beneficiaries. Unless otherwise specifically stated, the terms of this Agreement are intended to be and are solely for the benefit of THG and Client and do not create any right in favor of any third party.

9.6 Governing Law and Jurisdiction. This Agreement shall be governed by the laws of the State of the Province of Ontario of the Client is located in Canada and the State of New York if the Client is located in the United States or elsewhere, without reference to the principles of conflicts of law. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The parties shall attempt to resolve any dispute related to this Agreement informally, initially through their respective management, and then by non-binding mediation in Toronto, Ontario. Any litigation related to this Agreement shall be brought in courts located either in the City of Toronto, Ontario for Canadian Clients or Buffalo, New York for Clients located elsewhere.

9.7 Notices. All notices must be in writing and shall be effective three (3) days after the date sent to the other party’s principal place of business as shown above, Attention Legal Department.

9.8 Assignment. THG may assign its rights under this Agreement upon giving prior notice to Client, provided that any assignee agrees to be bound by all of the terms and conditions of this Agreement. THG will not be in breach of the confidentiality provisions of this Agreement by reason of such assignment. Except as provided in this Section, Client may not assign your rights under this Agreement, without the prior written consent of THG, which will not be unreasonably withheld. Client may, upon giving prior written notice to THG, assign your rights under this Agreement to a: (a) subsidiary or affiliate company; or (b) corporate successor by merger, purchase of assets and assumption of liabilities, acquisition, reorganization, or otherwise; provided that such subsidiary, affiliate or corporate successor agrees to be bound by this Agreement.