If you are accepting these Terms on behalf of a company or other organization, you represent that you have authority to bind that organization. In that case, “you” and “customer” refer to the organization.

If you do not agree to these Terms, do not access, purchase, subscribe to, or use the Services.

Eligibility and Authority

GuideToLearn® provides enterprise learning, executive and technology advisory, enterprise solution architecture, implementation enablement, implementation recovery, corporate training, consulting services, digital training content, subscription services, and related Microsoft technology expertise.

IntelliGuide™ is Guide To Learn, Inc.’s proprietary enterprise learning and enablement platform. IntelliGuide™ may provide structured ERP knowledge, learning experiences, expert insights, and intelligent-assistance capabilities for Microsoft Dynamics organizations.

Descriptions of the Services are provided for general information and do not create warranties, guaranteed outcomes, or obligations beyond those expressly stated in an applicable written agreement.

Guide To Learn, Inc. and a customer may enter into a separate written proposal, order form, statement of work, enterprise agreement, subscription agreement, license agreement, or other signed agreement.

If a conflict exists, the controlling order is:

1. An agreement signed by Guide To Learn, Inc. and the customer
2. The applicable statement of work, order form, or proposal
3. Product-specific, subscription, or license terms
4. These Terms
5. The general website description of the applicable Service

A customer purchase order does not modify these Terms or any Guide To Learn, Inc. agreement unless Guide To Learn, Inc. expressly accepts the modification in a signed writing.

Some Services require an account.

You agree to:

• Provide accurate and complete information
• Maintain current account and contact information
• Protect usernames, passwords, authentication credentials, and access links
• Restrict account access to authorized users
• Notify Guide To Learn, Inc. promptly of suspected unauthorized access
• Accept responsibility for activity conducted through your account, except to the extent prohibited by law

Account credentials may not be shared with unauthorized users. Guide To Learn, Inc. may require password changes, multifactor authentication, or other security measures.

All GuideToLearn® and IntelliGuide™ content and materials, including software, platform functionality, videos, courseware, training materials, graphics, designs, interfaces, compilations, documentation, methodologies, assessments, frameworks, workflows, recommendations, text, audio, images, trademarks, service marks, and other proprietary materials, are owned by or licensed to Guide To Learn, Inc.

The Services are protected by applicable copyright, trademark, trade secret, contract, and other intellectual property laws.

Purchasing, subscribing to, accessing, or using the Services does not transfer ownership of any intellectual property.

All rights not expressly granted are reserved by Guide To Learn, Inc. and its licensors.

Subject to payment of all applicable fees and compliance with these Terms, Guide To Learn, Inc. grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right to access and use the applicable Services during the authorized license or subscription period.

The license is limited to:

• The customer or organization identified in the applicable order
• Authorized users covered by the purchased plan
• The authorized subscription period
• The permitted business or educational purpose
• Any environment, location, entity, or usage restrictions stated in the applicable order or license

Where an order specifies an authorized Microsoft Dynamics environment, organization, number of users, geographic location, or other usage limitation, access and use are restricted accordingly unless Guide To Learn, Inc. authorizes otherwise in writing.

Except where expressly authorized in writing or permitted by non-waivable applicable law, you may not:

• Copy, reproduce, record, republish, distribute, display, or transmit protected content
• Download materials not expressly offered for download
• Share, sell, rent, sublicense, or transfer licensed content or account access
• Share credentials with unauthorized users
• Permit access beyond the purchased user or organization limit
• Modify or create derivative works from proprietary materials
• Mirror, frame, scrape, harvest, or index restricted content
• Circumvent authentication, access controls, usage restrictions, or security measures
• Reverse engineer, decompile, disassemble, decode, or attempt to discover protected software, models, logic, workflows, methods, or platform functionality
• Remove copyright, trademark, attribution, or proprietary notices
• Use GuideToLearn® or IntelliGuide™ materials to create or train a competing product, service, platform, content library, knowledge system, model, or dataset
• Extract or systematically collect content, outputs, metadata, or structured knowledge
• Use the Services for unlawful, fraudulent, infringing, harmful, or abusive activity
• Introduce malware, malicious code, automated attacks, or disruptive content
• Misrepresent affiliation with Guide To Learn, Inc., GuideToLearn®, or IntelliGuide™

Violation may result in immediate suspension or termination and may subject the responsible party to contractual and legal remedies.

Customers retain ownership of information, records, configurations, documents, business processes, and other materials submitted to the Services (“Customer Data”).

Guide To Learn, Inc. does not acquire ownership of Customer Data merely because Customer Data is submitted to or processed through a Service.

You grant Guide To Learn, Inc. a limited right to host, process, transmit, reproduce, and use Customer Data only as reasonably necessary to:

• Provide the Services
• Maintain security and reliability
• Provide customer support
• Comply with legal obligations
• Enforce applicable agreements
• Perform other activities authorized by the customer

You represent that you possess all rights, permissions, notices, and lawful bases necessary to submit and process Customer Data.

Do not submit information subject to special legal, contractual, confidentiality, security, export-control, or regulatory restrictions unless the applicable Service and written agreement expressly authorize it.

Each party may receive nonpublic information that a reasonable person would understand to be confidential.

The receiving party shall:

• Use confidential information only for the applicable business relationship
• Protect it using reasonable care
• Disclose it only to personnel or contractors with a legitimate need to know and appropriate confidentiality obligations
• Not disclose it to unauthorized third parties

Confidential information does not include information that the receiving party can demonstrate:

• Was already lawfully known without restriction
• Becomes public without breach
• Is lawfully received from another source
• Is independently developed without using the confidential information

A party may disclose confidential information where legally required after providing notice when legally permitted.

Customer Data, nonpublic IntelliGuide™ functionality, proprietary materials, methodologies, pricing, security information, and product plans may constitute confidential information.

IntelliGuide™ and other Services may provide recommendations, educational content, business-process guidance, implementation suggestions, summaries, analyses, or intelligent-assistance features.

Outputs are provided for informational, educational, planning, and decision-support purposes. Outputs are not guaranteed to be complete, accurate, current, error-free, or suitable for every organization, system, industry, jurisdiction, or purpose.

Customers are responsible for:

• Reviewing and validating outputs
• Testing recommendations before implementation
• Confirming compatibility with the customer’s systems and requirements
• Applying professional judgment
• Obtaining legal, financial, accounting, tax, regulatory, cybersecurity, or other specialized advice when required
• Approving all final business, configuration, architecture, operational, or implementation decisions

Human review and professional judgment must be exercised before acting on any recommendation.

Guide To Learn, Inc. does not guarantee that any recommendation, analysis, or output shall produce a particular technical, operational, regulatory, financial, or business result.

Guide To Learn, Inc. may provide consulting, executive advisory, enterprise architecture, implementation enablement, implementation recovery, corporate training, and related professional services.

The specific scope, assumptions, deliverables, schedule, customer responsibilities, fees, and acceptance terms may be stated in a proposal, order form, or statement of work.

Project and implementation outcomes depend on factors outside Guide To Learn, Inc.’s control, including:

• Customer decisions and approvals
• Scope and requirement quality
• Project governance
• Staffing and resources
• Data quality
• System configuration
• Customer and third-party technology
• Software-provider changes
• Implementation partner performance
• Security and regulatory requirements
• Timely access to personnel, systems, and information

Unless expressly stated in a signed agreement, Guide To Learn, Inc. does not guarantee project completion dates, implementation success, operational results, regulatory compliance, financial performance, savings, revenue, adoption levels, or business benefits.

You agree to pay all fees presented at purchase or stated in the applicable order, proposal, subscription, or statement of work.

Unless otherwise stated:

• Fees are stated and payable in U.S. dollars
• Payment is due when charged, invoiced, or otherwise specified
• Customers are responsible for applicable sales, use, value-added, withholding, or similar taxes, excluding taxes based on Guide To Learn, Inc.’s net income
• Customers must provide accurate billing information
• Guide To Learn, Inc. may suspend access for failed, disputed, overdue, or reversed payments
• Customers are responsible for reasonable collection costs permitted by law
• Bank, currency-conversion, and payment-processing charges imposed on the customer remain the customer’s responsibility

Consulting and training fees may be subject to deposits, milestone payments, cancellation fees, travel costs, and other terms stated in the applicable proposal or statement of work.

Some Services may be offered through fixed-term, continuous, or automatically renewing subscriptions.

Before purchase, the applicable offer shall identify the material subscription terms, which may include:

• Subscription length
• Price and billing frequency
• Whether the subscription automatically renews or continues until canceled
• How recurring charges are calculated
• The cancellation procedure
• Any minimum purchase obligation
• Applicable renewal, trial, promotional, or price-change terms

Where a subscription automatically renews, the subscription shall continue for successive periods unless canceled in accordance with the disclosed cancellation procedure.

Guide To Learn, Inc. shall obtain consent to automatic-renewal or continuous-service terms and provide required acknowledgments, reminders, notices, and cancellation mechanisms where applicable law requires them.

Customers may cancel using the method disclosed at purchase, through available account controls, or by contacting Guide To Learn, Inc. through its designated cancellation channel.

Unless otherwise disclosed or required by law, cancellation prevents future renewal charges but does not retroactively refund fees already paid. Access ordinarily continues through the end of the paid subscription period unless access is terminated for breach, fraud, chargeback, security risk, or unlawful activity.

Guide To Learn, Inc. may change pricing for future purchases or renewal periods.

Where required, Guide To Learn, Inc. shall provide advance notice of pricing changes affecting an existing automatically renewing or continuous subscription.

Continued use after a properly disclosed pricing change takes effect constitutes acceptance to the extent permitted by law.

Except where otherwise stated in an applicable order, proposal, statement of work, subscription plan, or refund policy, or where required by applicable law:

• Digital products and downloadable materials are non-refundable once delivered or accessed
• Subscription fees are non-refundable after the applicable subscription period begins
• Training fees are non-refundable once preparation, scheduling, content customization, or delivery begins
• Consulting and advisory fees are non-refundable for work performed, time reserved, or expenses incurred
• Cancellation does not eliminate fees already owed

If Guide To Learn, Inc. cancels a prepaid Service without cause before delivery, Guide To Learn, Inc. may provide a prorated refund or appropriate credit for the undelivered portion.

Nothing in these Terms limits non-waivable cancellation, refund, or consumer rights provided by applicable law.

Guide To Learn, Inc. may update, enhance, replace, suspend, limit, or discontinue a Service or feature.

Guide To Learn, Inc. shall use commercially reasonable efforts to avoid materially reducing a paid Service during an active committed term without appropriate notice or a commercially reasonable alternative, subject to security, legal, operational, and third-party constraints.

The Services may be unavailable because of maintenance, technical failures, cybersecurity events, third-party services, internet conditions, software-provider changes, or events beyond reasonable control.

No uninterrupted or error-free availability is guaranteed unless expressly stated in a signed service-level agreement.

The Services may reference, integrate with, or depend on third-party products, websites, documentation, platforms, or services, including Microsoft technologies.

Third-party services are governed by their respective providers’ terms and privacy practices.

Unless expressly stated in writing, Guide To Learn, Inc. does not control, endorse, warrant, or assume responsibility for third-party content, availability, security, functionality, pricing, licensing, product changes, or business practices.

Microsoft, Dynamics 365, Azure, Fabric, Power Platform, Copilot, and other third-party names and marks belong to their respective owners. Reference to third-party products does not imply endorsement, sponsorship, or affiliation unless expressly stated.

Use of personal information is governed by the Guide To Learn, Inc. Privacy Notice, which is incorporated into these Terms by reference.

Depending on the Services used, information may include:

• Account and contact information
• Billing and transaction information
• Usage and device information
• Communications and support requests
• Security records
• Website analytics
• Customer-submitted information

Guide To Learn, Inc. processes personal information for legitimate purposes such as service delivery, billing, support, communications, security, improvement, legal compliance, and enforcement.

Any statement that Guide To Learn, Inc. does not sell or share personal information shall be interpreted according to the applicable Privacy Notice and relevant legal definitions.

Guide To Learn, Inc. uses commercially reasonable administrative, technical, and organizational safeguards designed to protect information against unauthorized access, use, alteration, or disclosure.

No website, platform, network, storage system, or transmission method can be guaranteed completely secure.

Customers remain responsible for securing customer systems, devices, credentials, integrations, endpoints, networks, and authorized-user access.

Suspension and Termination

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GUIDE TO LEARN, INC. AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AFFILIATES, LICENSORS, AND SUPPLIERS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, DATA, USE, OR BUSINESS CONTINUITY, ARISING FROM OR RELATING TO THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, GUIDE TO LEARN, INC.’S AGGREGATE LIABILITY ARISING FROM OR RELATING TO A CLAIM SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID TO GUIDE TO LEARN, INC. FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

For a free Service, Guide To Learn, Inc.’s aggregate liability shall not exceed one hundred U.S. dollars, unless applicable law requires otherwise.

The limitations apply regardless of the legal theory and even if a party was advised that damages were possible.

Nothing in these Terms excludes or limits liability to the extent such liability cannot legally be excluded or limited. The foregoing limitations shall not apply to liability that cannot lawfully be limited or excluded, including liability arising from fraud, willful misconduct, or other liability for which limitation or exclusion is prohibited by applicable law.

To the extent permitted by law, you agree to defend, indemnify, and hold harmless Guide To Learn, Inc. and its officers, directors, employees, contractors, affiliates, licensors, and suppliers from third-party claims, liabilities, damages, judgments, costs, and reasonable legal fees arising from:

• Your Customer Data
• Your unlawful or unauthorized use of the Services
• Your violation of these Terms
• Your infringement of third-party rights
• Your implementation, configuration, deployment, or business decisions
• Acts or omissions of your authorized users

Guide To Learn, Inc. shall provide reasonable notice of a covered claim and may control the defense and settlement, provided no settlement imposes an admission or nonmonetary obligation on the indemnifying party without consent.

You agree to comply with applicable export-control, sanctions, anti-corruption, and trade laws.

You may not access or use the Services where prohibited by applicable law or for prohibited end users, destinations, or purposes.

Each party remains responsible for its own regulatory obligations.

Neither party shall be liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, fire, war, terrorism, civil unrest, labor disputes, epidemics, governmental action, utility failures, internet outages, cyberattacks, cloud-service failures, third-party platform failures, or software-provider changes.

This section does not excuse payment obligations for Services already delivered.

Guide To Learn, Inc. may update these Terms to reflect changes in law, Services, security requirements, business operations, or commercial practices.

The revised Terms shall identify an updated effective date.

Where required by law or where changes materially affect an existing paid subscription, Guide To Learn, Inc. shall provide appropriate notice before the changes become effective.

Continued use after the effective date constitutes acceptance to the extent permitted by law. If applicable law requires affirmative consent, Guide To Learn, Inc. shall request that consent.

These Terms are governed by the laws of the State of California, without regard to conflict-of-law principles.

Subject to any non-waivable rights or legally required forum, disputes arising from or relating to these Terms or the Services shall be brought exclusively in the state courts located in Orange County, California, or the United States District Court for the Central District of California.

Each party consents to personal jurisdiction and venue in those courts.

You consent to receive agreements, notices, disclosures, invoices, and other communications electronically.

Guide To Learn, Inc. may send notices through:

• Email
• Account notifications
• Website or platform notices
• The customer’s designated contact
• Another method stated in an applicable agreement

You are responsible for maintaining accurate contact information.

Legal notices to Guide To Learn, Inc. must be submitted through the designated contact channel and clearly identified as a legal notice.

You may not assign or transfer these Terms without Guide To Learn, Inc.’s prior written consent.

Guide To Learn, Inc. may assign these Terms in connection with a merger, acquisition, corporate reorganization, sale of assets, financing, or transfer of the applicable business or Service.

Entire Agreement. These Terms and the agreements incorporated by reference constitute the entire agreement regarding their subject matter, except for a separate signed agreement.

Severability. If a provision is unenforceable, it shall be modified to the minimum extent necessary, and the remaining provisions shall remain effective.

No Waiver. Failure to enforce a provision does not waive the right to enforce it later.

No Partnership. These Terms do not create a partnership, joint venture, fiduciary relationship, employment relationship, franchise, or agency relationship.

Headings. Headings are for convenience and do not affect interpretation.

Survival. Provisions concerning payment, confidentiality, intellectual property, prohibited use, disclaimers, limitations of liability, indemnification, dispute resolution, and other provisions intended by their nature to survive shall remain effective after termination.