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E-Learning Exchange Terms and Conditions of Use

Financial Industry Regulatory Authority, Inc. ("FINRA") provides financial services industry-related web-based learning materials and courses through a third party technology provider. Your use of the course content provided therein by FINRA ("FINRA Courses") is conditioned upon your acceptance, without modification, of all terms and conditions of this Agreement, the general FINRA corporate Web site Terms and Conditions and the general terms and conditions associated with the payment services provider, both of which are incorporated herein by reference (collectively, "General Terms"). A copy of the general FINRA corporate Web site Terms and Conditions are displayed at www.finra.org and will be provided to you upon request. FINRA reserves any rights not expressly granted under these terms and conditions.

In consideration of the recitals and the mutual covenants and conditions set forth herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. License.

1.1. FINRA develops, produces and makes available to registered Users, for a modest commercial fee, various Financial Industry related courses. FINRA makes such FINRA Courses available to Users via the FINRA Web site at www.finra.org. FINRA grants User a limited, non-exclusive, non-transferable, non-assignable worldwide license ("License") to access and use the FINRA Course for sole benefit of the User. User may not reproduce, republish, distribute, display or otherwise make available to any third party, for commercial or non-commercial purposes, the licensed FINRA Course(s) covered by the terms of this Agreement.

1.2. User shall have the right to use the FINRA Course(s) only as specifically provided herein and, User will not otherwise distribute or release any FINRA Course, or any part thereof, for reproduction by any person or entity, including any User affiliates, not approved in writing by FINRA. User shall not relicense or sublicense any FINRA Course(s) or offer or make FINRA Course(s) available to subscribers of any User or third party product. User further agrees not to use any device, software or routine to bypass any software or hardware that restricts misuse of FINRA Course(s), to interfere with or attempt to interfere with the proper working of the these courses or to take any action that imposes an unreasonable or disproportionately large load on the site.

2. Ownership. FINRA is the author and copyright owner of the FINRA Course(s). FINRA is the author of and owns all the rights to the current and updated content of each FINRA Course(s), including Copyright, published in any medium, print or electronic. The content of FINRA Course(s) includes the substantive text as well as any FINRA developed or created format, design, numbering system, indexes or other materials relating to the FINRA Course(s) text and materials. The web-based delivery system is the intellectual property of a third party provider and is licensed to FINRA the User. User shall not remove any original copyright or other notices placed on the FINRA Courses(s) by FINRA. All User reproductions, where allowed under the terms of this Agreement, shall include the applicable copyright or other notices.

3. Limited Warranty.

3.1. FINRA Publication. THE FINRA COURSE(S) ARE PROVIDED "AS IS", "AS AVAILABLE", "WITH ALL FAULTS" AND WITHOUT WARRANTY OF ANY KIND. WITHOUT IN ANY WAY LIMITING THE FOREGOING, FINRA DOES NOT WARRANT: 1) UNINTERRUPTED USE, CONTINUED AVAILABILITY OR UNINTERRUPTED, TIMELY OR ACCURATE OPERATION OF; OR 2) THE USE OR OPERATION OF THE FINRA COURSE(S). ALL REPRESENTATIONS, WARRANTIES, ENDORSEMENTS AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE OR NON-INFRINGEMENT AND ANY IMPLIED REPRESENTATIONS, WARRANTIES AND CONDITIONS OF FITNESS FOR PURPOSE AND MERCHANTABILITY AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE ARE HEREBY SPECIFICALLY DISCLAIMED.

3.2. Regulatory. FINRA and its affiliates make no warranties or other representations that the User's use of any FINRA Course will satisfy the User's employee's statutory and/or regulatory responsibilities with respect to federal and/or state laws and regulations and/or FINRA regulations. Further, the User's purchase and/or use of a FINRA Course(s). will not exempt the User or the User's Firm (if involved in the Industry) from a FINRA examination on a similar subject or guarantee or ensure that, upon such an examination, the User will be found to comply with the related regulation.

4. Limitation of Liability.

4.1 Limited Liability. While further subject to the conditions found elsewhere in this Agreement, User's sole remedies for loss or damage caused by partial or total nonperformance or failure of the FINRA Course(s) as provided under this Agreement, or any other damages, regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, shall be the User's termination of the Agreement. Neither FINRA nor its subsidiaries and each of their officers, directors, employees and agents shall be liable in contract, tort or otherwise (including, but not limited to, negligence or breach of statutory duty) for any losses whatsoever arising from any delay in supplying any FINRA Course(s) or in correcting inaccurate or erroneous information, or for any technical or other omissions, inaccuracies or errors in the FINRA Course(s), however same arise. USER HEREBY WAIVES ANY RIGHT TO CLAIM INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO LOST PROFITS, BUSINESS OR REVENUES, LOSS OF THE USE OF USER'S NETWORK, HARDWARE, DEVICES AND/OR SOFTWARE, LOSS OR CORRUPTION OF DATA, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES, SERVICES OR REPLACEMENT SERVICES, DOWNTIME COSTS OR THE CLAIMS OF END USER'S CUSTOMERS FOR SUCH DAMAGES.

4.2 No Liability for Payment Services. Secure payment services are provided by a third party vendor through a portal on the E-Learning Web site. FINRA does not collect, maintain, use or disseminate any credit card or other payment related information of the User. FINRA specifically disclaims any liability to User with regards to the provision, collection, maintenance, use or dissemination of credit card or other financial information or any other activities related to such payment services.

5. Miscellaneous.

5.1. Amendment. FINRA, in its sole discretion, may amend these terms and conditions from time to time. Any such amendments will be published on this Web site. Your continued use of the System signifies your acceptance of the amended terms and conditions of use.

5.2. Governing Law. This Agreement shall be deemed to have been made in the State of New York, United States. Each party shall comply with, and this Agreement shall be construed and enforced in accordance with and the validity and performance hereof shall be governed by, the laws of the State of New York, United States, without reference to principles of conflicts of law thereof, and applicable U.S. state and federal securities law.

5.3. Survival. The terms and conditions of this Agreement, that are by their context intended to survive the performance of the Parties shall so survive the completion of performance, cancellation or termination of this Agreement.

By participating in and using FINRA Course(s), I certify that I have read and understand all of the terms set forth above and intend to form a binding agreement with FINRA on those terms. If I am accepting this agreement on behalf of an organization, I certify that I have the authority of that organization to enter into this agreement.