Updated February 13, 2026

This Master Services Agreement (“Agreement”) is by and between Jacobs Branch, LLC (dba “MindMap”), a Wyoming based limited liability company, and the franchisor (“Franchisor”). This Agreement governs the provision of MindMap’s Assessment services to Franchisor. MindMap and Franchisor may be referred to as a Party and, collectively, the Parties.

This Agreement is effective as of the date (the “Contract Effective Date”) indicated in the proposal and Subscription Agreement (the “Proposal”).

By signing the Proposal, Franchisor acknowledges that:

  • The services contained in the Proposal and the fees for those services have been read, understood, and selected by the Franchisor;

  • The Franchisor has read and understands the full Agreement and agrees to all its terms and conditions; and

  • The signatory to the Proposal has the authority to execute this Agreement on behalf of Franchisor.

By signing the Proposal, the Parties also acknowledge that they intend for the Proposal to serve as the signature page for this Agreement.

Terms and Conditions

1.   Description of the Services.  (the “MindMap Services”)

  1. Franchisor & Franchisee Services. MindMap grants Franchisor and its Licensed franchisees (“Franchisees”) a non-exclusive, non-transferable, non-sublicensable, limited license to access and use the MindMap online assessments and pdf reports (the “MindMap Services”) solely during the applicable Annual Subscription Period (as defined in Section 8) and solely for Franchisor’s or Franchisee’s internal business purposes of evaluating, hiring, onboarding, coaching, and workforce development, and for sharing results among Franchisor and Franchisees, in each case subject to the limits set forth in the Proposal. Franchisor is the sole contracting and billing party under this Agreement and is responsible for payment of all Fees for access to and use of the MindMap Services by Franchisor and all Franchisees, regardless of which party administers any assessment or consumes any Assessment Credits. For purposes of this Agreement, each authorization to administer one (1) MindMap assessment to one (1) end user constitutes one (1) “Assessment Credit”. Assessment Credits are licensed access rights to the MindMap Services, not goods, and are not sold; no title or ownership interest in any assessment content, instrument, methodology, scoring model, or report transfers to Franchisor, any Franchisee, or any end user. The Assessment Credit quantity stated in the Proposal applies to the applicable Annual Subscription Period, may be used by the Franchisor and/or Franchisees in the aggregate, and all such use counts toward the applicable allotment. In the event of a dispute, MindMap’s system records regarding Assessment Credit usage will control. Assessment Credits not used within the applicable Annual Subscription Period automatically expire at the end of that Annual Subscription Period and do not carry over or roll into any future period. At the start of each Renewal Term (as applicable), Franchisor’s entitlement resets to the Assessment Credit quantity stated in the then-current Proposal, and Franchisor will be billed for a new allotment for the new Annual Subscription Period regardless of unused Assessment Credits from any prior period. Additional Assessment Credits may be purchased only as specified in the Proposal. Franchisor agrees to pay the applicable Fees in advance (annually upfront, or monthly in advance if and only if expressly specified in the Proposal) pursuant to Section 2 below. Fees are non-refundable, except as otherwise expressly provided in this Agreement.

  2. Additional Services.  MindMap may offer upgraded or additional services, custom reports or other advanced services to Franchisor or Franchisees. Any additional services shall be provided under a separate agreement for such services. The online Assessment MindMap website, through which MindMap provides the Franchisor Assessments and the Franchisee Assessments, is sometimes referred to collectively as “Services” or “the Service” in this Agreement, as the context requires.

  3. Technical Support.  MindMap shall provide technical support for the MindMap assessment website, https://peopledna.org/ (the “Site”) via email during its normal business hours. Technical support is defined as support to resolve errors or issues with the Site, or the inability to connect to the Site due to technical problems with the Site that prevent Franchisor or Franchisee from entering assessment data or from performing tasks, operations or functions normal to the operation of the Site. Technical support excludes any technical issues Franchisor may have with its connection, computer, printer, software or the components thereof. Support may be contacted by emailing support@peopledna.org

  4. Service Effective Date.  MindMap hereby agrees to complete the set-up and activation process on or before the contract effective date, as listed on the Proposal (“Contract Effective Date”).

2.  Fees.  Franchisor agrees to pay MindMap for services to Franchisor and its Franchisees at the fee(s) specified on Exhibit A – Franchisor Services Pricing, attached to the Proposal. Fees for the MindMap Services (“Fees”) will be collected annually upfront (MindMap’s standard), unless the Proposal expressly provides for monthly billing in advance. All fees will be collected pursuant to Section 9 of this Agreement. MindMap shall provide ninety (90) days’ advance notice of adjustments to its service fees or material changes in its Services.

3.   Franchisor Responsibilities.  Franchisor agrees as follows:

  1. Franchisee Information. At MindMap’s request, but not more often than once every three (3) months, Franchisor shall furnish a complete list of Franchisees indicating the following information for each franchise location:  legal name of franchisee, contact name of franchisee, address, phone, email, and store number. Franchisees will be considered registered for MindMap assessments once this franchisee information has been received by MindMap. Franchisor hereby acknowledges that MindMap may use this franchisee information to contact franchisees regarding its services and promotions.

  2. Review Information. Franchisor shall be responsible for examining all invoices, reports, or other documentation produced by MindMap in performance of the MindMap Services (“Materials”), and Franchisor shall notify MindMap of any errors, omissions, or discrepancies between the Materials and Franchisor’s records as soon as possible, but not later than five (5) business days after Franchisor becomes aware of such discrepancy. Franchisor shall indemnify MindMap for all damages that result or could have been avoided had Franchisor timely reviewed the Materials and advised the appropriate parties of any such discrepancies and MindMap shall have no responsibility or liability in connection with any discrepancies not timely reported by Franchisor.

  3. Compliance with Law; Use of Results. Franchisor (and not MindMap) is solely responsible for (i) determining whether and how to use the MindMap Services and any Reports in connection with employment, hiring, onboarding, coaching, promotions, discipline, termination, franchising, or other decisions, (ii) obtaining all notices, consents, and authorizations required by applicable law, and (iii) ensuring Franchisor’s and Franchisees’ use of the MindMap Services complies with all applicable federal, state, and local laws, rules, and regulations. MindMap does not provide legal advice, employment advice, or professional consulting, and does not guarantee outcomes or compliance of Franchisor’s processes. Franchisor will not represent to any third party that MindMap provides legal or employment advice or that use of the MindMap Services alone ensures legal compliance.

  4. Promote Service to Franchisees.  Franchisor shall designate MindMap (specifically, the MindMap Services) as its preferred vendor for Franchise Workforce Solutions / Hiring & Selection Assessments Provider and shall notify its franchisees of such designation and promote to them the services being offered by MindMap.

  5. Annual Convention, Regional or Local Meeting Attendance.  Franchisor agrees to provide MindMap an option to attend Franchisor’s annual franchisee convention and/or regional or local franchisee meetings, at no cost to MindMap if MindMap is invited to promote or support Franchisor or its Franchisees with the MindMap services in use by Franchisor. If MindMap is invited to attend in order to solicit additional products and services which may be of use to Franchisor or its Franchisees, MindMap shall be offered to attend at the best available rate offered to other vendors.; In either case, Franchisor agrees to supply exhibit space, if vendor exhibits are offered at the convention or meeting, and/or some form of meeting or presentation that provides access to the general audience of franchisees as part of MindMap’s attendance.  MindMap shall be responsible for all travel and lodging costs in conjunction with any convention, regional or local meeting attendance.  MindMap reserves the right to attend and shall provide reasonable notice to Franchisor of its intent to attend.  Franchisor agrees to notify  MindMap at least sixty (60) days in advance of its annual convention, regional or local meetings.

  6. Security Procedures.

    Users. Each user of the Service authorized by Franchisor will access the MindMap Assessment website by utilizing a confidential website link (“url”) entering their personal data such as name, location and contact information. It is Franchisor’s sole responsibility to notify MindMap in writing or email if they desire to add, edit, and/or delete authorized users.

    Secure Passwords. Franchisor will, and will cause its employees to, take reasonable steps to maintain the confidentiality of the security procedure, including usernames and passwords, assessment url’s, passcodes and credentials. If Franchisor believes or suspects that any such information or instructions have been known or accessed by unauthorized persons, Franchisor will immediately act on such information and report the incident to MindMap.

    User Responsibility. Franchisor understands and agrees that it is the exclusive responsibility of Franchisor and its franchisees to maintain the security and availability of the assessment by their user’s and that MindMap shall not be responsible or liable for additional assessments taken by unauthorized users due to negligence by Franchisor or any loss of data, or other damage due to the unauthorized use of the MindMap assessment tool.

  7. Confidentiality Requirements.  The reports generated by the Franchisor Service and the Franchisee Service and any information derived from them (”Reports”), as well as MindMap’s pricing and proprietary business information, and intellectual property (identified in Section 6 below) are confidential to MindMap and are to be used only by Franchisor, its employees and agents in the management of its personnel affairs. MindMap’s proprietary business information includes information regarding the MindMap Platform, MindMap’s processes, MindMap’s Benchmarks or other methods of reporting or assessing, techniques and know-how relating to identity management or user authorization, Documentation, road-maps, pricing, marketing and business plans, financial information, information security information, MindMap’s standards (further discussed in Section 5 below) certifications, and personal data of MindMap personnel.  Except for disclosures permitted herein, Franchisor shall not disclose to or permit use by any other party without the prior written consent of MindMap. Franchisor agrees to mark as “Confidential” any such Reports or information made available to its agents and to enforce to the fullest extent possible by law any violations of this Confidentiality Requirement by its employees or agents. For the purposes of clarity, the Franchise Confidential Information entered into the MindMap Platform, used to generate or display on the Reports, shall be outside the scope of this provision and remain subject to MindMap’s Confidentiality Requirements stated below.

  8. No Public Benchmarking. Franchisor shall not publish, disclose, or make available to any third party any results of benchmark tests, competitive analyses, or comparative evaluations of the MindMap Services without MindMap’s prior written consent.

4.  MindMap’s Confidentiality Requirements.  Financial information provided to MindMap on the MindMap Assessment Platform, the Site, or otherwise in performance of the Services, by Franchisor and by each franchisee is proprietary and confidential to both Franchisor and the franchisee (“Franchise Confidential Information”). Franchisor acknowledges that MindMap, its employees and its contractors will have access to Franchise Confidential Information (subject to MindMap’s obligations in Section 5(c)).

  1. Restrictions on use and Disclosure.  MindMap will not disclose, divulge, publish or communicate, directly or indirectly, to any third party any information provided by the Franchisor pursuant to or in connection with this Agreement, and will make no use of such Franchise Confidential Information, except under and in accordance with this Agreement or with the express written consent of Franchisor and the franchisee. MindMap will take precautions as outlined in Section 5 (Data Protection and Security) to protect the Franchise Confidential Information from unauthorized access or use. MindMap may disclose Franchise Confidential Information to its Affiliates and contractors, and its Affiliates and contractors may use such information, in each case solely for purposes of this Agreement. Franchise Confidential Information includes information disclosed by Franchisor with permission from a third party, and combinations of or with publicly known information where the nature of the combination is not publicly known.

  2. Exclusions.  Franchise Confidential Information does not include information that MindMap can establish: (1) has entered the public domain without MindMap’s breach of any obligation owed to Franchisor; (2) has been rightfully received by  MindMap from a third party without confidentiality restrictions; (3) is known to MindMap without any restriction as to use or disclosure prior to first receipt by  MindMap from Franchisor; or (4) has been independently developed by MindMap without use of or reference to the Franchise Confidential Information.

  3. Disclosure Required by Law.  If any applicable law, regulation or judicial or administrative order requires MindMap to disclose any of Franchisor’s Confidential Information (a “Disclosure Order”) then, unless otherwise required by the Disclosure Order,  MindMap will promptly notify Franchisor in writing prior to making any such disclosure, in order to facilitate Franchisor’s efforts to protect its Confidential Information. Following such notification,  MindMap will cooperate with Franchisor, at Franchisor’s reasonable expense, in seeking and obtaining protection for Franchisor’s Confidential Information. MindMap will disclose only that portion of the Confidential Information that is legally required.

  4. Statistical Analysis and Benchmarking.  Notwithstanding any other provision herein, MindMap shall have the right, and Franchisor hereby grants to MindMap, a royalty-free, non-exclusive license, to access, compile, aggregate and use Franchise Confidential Information for statistical analysis, benchmarking and research purposes, provided, that the Franchise Confidential Information is compiled and presented in aggregate form only, without identifying or being capable of identifying (1) the source of the Franchise Confidential Information; (2) any employee, enrollee, subscriber, beneficiary, or other individual affiliated with Franchisor or any franchisee; or (3) an employer or trade group. To the extent that any Franchise Confidential Information is compiled or aggregated by MindMap in accordance with the terms herein (collectively, the “Aggregate Data”), such Aggregate Data will be owned solely by MindMap and may be used by MindMap for any lawful business purpose without a duty of accounting to Franchisor.

5.     Data Protection and Security.

  1. Information Security.   MindMap will implement and maintain commercially reasonable technical and organizational security measures designed to meet the following objectives: (1) ensure the security and confidentiality of Franchise Confidential Information in the custody and under the control of  MindMap; (2) protect against any anticipated threats or hazards to the security or integrity of such Franchise Confidential Information; (3) protect against unauthorized access to or use of such Franchise Confidential Information; and (4) ensure that MindMap’s return or disposal of such Franchise Confidential Information is performed in a manner consistent with MindMap’s obligations under items (1)-(3) above. Franchisor is solely responsible for consequences of Franchisor’s decision not to adopt updates or best practices that MindMap makes available to Franchisor.

  2. Audits and Security Assessments.  MindMap shall perform audits and maintain security in a professional manner consistent with general industry standards including, but not limited to, penetration testing, and MindMap will provide Franchisor with copies of its certifications applicable to MindMap’s provision of the MindMap Services, upon request by Franchisor.  MindMap will in addition provide such information regarding its information security systems, policies and procedures as Franchisor may reasonably request relating to Franchisor’s due diligence and oversight obligations under applicable laws and regulations.

  3. Access by MindMap Personnel.  MindMap will ensure that its personnel access Franchise Confidential Information only when authorized by MindMap, and in accordance with MindMap’s applicable controls. Access is typically required only in connection with MindMap’s provision of support for MindMap Assessment Services provided under this Agreement, and then only when necessary to resolve an issue. MindMap will ensure that its personnel are subject to obligations of confidentiality with respect to Franchise Confidential Information. MindMap will not permit its personnel to access Franchise Confidential Information unless they have passed a criminal and employment background check.

  4. Breach Notification.  MindMap will notify Franchisor of any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Franchise Confidential Information in MindMap’s possession or under its control (a “Security Breach”) within five (5) business days of MindMap’s confirmation of the nature and extent of the same or when required by applicable law, whichever is earlier. Each party will reasonably cooperate with the other with respect to the investigation and resolution of any Security Breach including, in the case of MindMap, prompt provision of the following, to the extent then known to MindMap: (1) the possible cause and consequences of the Security Breach; (2) the categories of Franchise Confidential Information involved; (3) a summary of the possible consequences for the relevant Users; (4) a summary of the unauthorized recipients of the Franchise Confidential Information; and (5) the measures taken by MindMap to mitigate any damage. Upon confirmation of any vulnerability or breach of MindMap’s security affecting Franchise Confidential Information in MindMap’s custody and control, MindMap will modify its processes and security program as necessary to mitigate the effects of the vulnerability or breach upon such Franchise Confidential Information. Insofar as the Security Breach relates to Franchisor, and except to the extent required otherwise by applicable law, Franchisor will have approval rights on notifying its Users and any third-party regulatory authority of the Security Breach. All Security Breach or security compromise notifications will be sent via email to the persons designated by Franchisor to receive notices as registered by MindMap to be authorized by Franchisor to take Assessments.

6.    Intellectual Property Ownership.   MindMap is the exclusive owner of the MindMap Services, including their features, design, functionality, reports, and naming conventions and retains all right, title and interest therein. Franchisor agrees to not develop any service for use by others that is substantially similar to or that competes directly with the MindMap Assessment, MindMap Platform or MindMap Services. Franchisor shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody MindMap’s confidential, proprietary, and intellectual property. Franchisor shall promptly notify MindMap of any actual or suspected misuse or unauthorized disclosure of MindMap’s confidential, proprietary, or intellectual property. Franchisor acknowledges and recognizes that any breach of this Section would result in irreparable harm to MindMap and, accordingly, agrees that in addition to, and not in lieu of, all remedies available to MindMap by reason of such breach (at law or equity), MindMap shall be entitled to equitable relief (including, without limitation, specific performance and injunctive relief) to enjoin the occurrence or continuation of such breach.  Upon MindMap’s request, Franchisor shall promptly return all Materials to MindMap following the termination of this Agreement.

  1. Injunctive Relief. Franchisor acknowledges and agrees that any actual or threatened breach of Sections 5 (Confidentiality), 6 (Intellectual Property), or 7.1, 7.2 or 7.3 (Restrictions; No Reverse Engineering; No Competitive Use) would cause MindMap irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in the event of any such breach or threatened breach, MindMap will be entitled to seek immediate injunctive relief, specific performance, and other equitable relief (without the necessity of posting a bond or proving actual damages), in addition to any other rights and remedies available at law or in equity.

7. Restrictions; No Reverse Engineering; No Competitive Use.

  1. Restrictions. Franchisor shall not, and shall not permit any Franchisee, end user, contractor, agent, or other third party to: (i) copy, reproduce, modify, translate, adapt, create derivative works of, distribute, publish, transmit, disclose, display, perform, or otherwise make available the MindMap Services, the assessments, the Reports, or any portion thereof, except as expressly permitted by this Agreement; (ii) rent, lease, lend, sell, sublicense, assign, transfer, timeshare, or otherwise provide access to the MindMap Services to any third party other than authorized Franchisees and authorized end users solely for Franchisor’s internal business purposes during the Term; (iii) remove, alter, or obscure any proprietary notices (including copyright, trademark, and confidentiality notices) contained in or on the MindMap Services or Reports; (iv) use the MindMap Services to develop, train, test, benchmark, validate, or improve any product or service that is competitive with MindMap, or to build or assist any third party to build a competing assessment product or service; (v) use the MindMap Services for any “service bureau,” outsourcing, or managed services purpose; (vi) access or use the MindMap Services in order to extract data or content for the purpose of creating a database or similar resource that is competitive with MindMap; or (vii) interfere with or disrupt the integrity or performance of the MindMap Services.

  2. No Reverse Engineering. Franchisor shall not, and shall not permit any third party to, reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive or gain access to the source code, underlying ideas, algorithms, models, scoring methodology, workflows, architecture, or trade secrets of the MindMap Services, the assessments, or the Reports, except to the extent such restriction is prohibited by applicable law and then only after providing MindMap with reasonable prior written notice to allow MindMap an opportunity to respond or seek a protective order.

  3. No Circumvention. Franchisor shall not, and shall not permit any Franchisee or third party to, circumvent any technical limitations, access controls, or usage restrictions of the MindMap Services, including any controls related to Assessment Credit usage, authorized users, or security procedures.

8.    License Rights and Marketing Activities.

  1. Franchisor.  Franchisor agrees to provide MindMap with stock photos (“Photos”) and allow the use of Franchisor’s Marks solely in connection with the marketing, advertisement and promotion of the MindMap Services and in any custom sites or reports created for Franchisor. For this express purpose, Franchisor hereby grants to MindMap a non-exclusive, non-transferable, revocable, royalty-free license, in perpetuity, to use Franchisor’s Marks and Photos. All uses of Franchisor’s Marks and Photos, other than for use in the MindMap themed sites and for use in testimonials and client profiles on the MindMap marketing and related sites and collateral, shall be only with Franchisor’s prior written consent. Franchisor shall at all times reserve all right, title and interest in and to Franchisor’s Marks and Photos. MindMap shall comply with all guidelines provided by Franchisor with respect to the graphic reproduction and use of Franchisor’s Marks and Photos. This license cannot be sub-licensed, assigned or otherwise transferred by MindMap to any third person without the express prior written consent of Franchisor.

  2. MindMap License.  MindMap hereby grants to Franchisor a non-exclusive, non-transferable, royalty-free license, during the term of this Agreement, to use MindMap’s Marks solely in connection with the marketing, advertisement and promotion of the MindMap Services. MindMap shall at all times reserve all right, title and interest in and to the MindMap Marks. Franchisor shall comply with all guidelines provided by MindMap with respect to the graphic reproduction and use of the MindMap Marks. This license cannot be sub-licensed, assigned or otherwise transferred by Franchisor to any third person without the express prior written consent of MindMap. The license granted by MindMap to Franchisor hereunder shall automatically and immediately terminate upon the expiration or termination of this Agreement.    

8.  Terms; Expiration and Termination. The initial term of this Agreement begins on the date designated on the Proposal (the “Contract Effective Date”) and continues for one (1) year (the “Initial Term”). Following the Initial Term, this Agreement will automatically renew for successive one (1) year periods (each a “Renewal Term,” and together with the Initial Term, the “Term”) unless either Party provides written notice of non-renewal at least forty-five (45) days before the end of the then-current Term. For clarity, the Term is comprised of one or more twelve (12) month subscription periods (each, an “Annual Subscription Period”). The Assessment Credit allotment stated in the Proposal applies only to the applicable Annual Subscription Period, expires at the end of that Annual Subscription Period, and resets for the next Annual Subscription Period as described in Section 1. MindMap may update this Agreement from time to time, but any update will apply only as of the start of a Renewal Term, provided MindMap gives Franchisor written notice of the update at least forty-five (45) days before renewal; if Franchisor does not accept the update, Franchisor may elect non-renewal by providing timely written notice under this Section 8.

a.  Termination for Cause. A Party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach, if such breach remains uncured at the expiration of such cure period (except that payment breaches shall not be subject to such cure period), or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. 

b. Effect of Termination. Upon termination or expiration of this Agreement, Franchisor and Franchisees will no longer have access to the MindMap Services. Except as expressly provided in this Agreement (including Section 11(a)(1) regarding the Performance Remedy), no refunds or credits of pre-paid Fees will be made.

9.  Account Debiting.

  1. Authorization.  Franchisor authorizes MindMap to: (1) initiate debit entries to Franchisor’s designated account (“Franchisor’s Account”) at the depository financial institution, the Routing Number of which is given in Exhibit B (“Depository”) to the Proposal and (2) to debit Franchisor’s Account in such amounts as are necessary to (i) pay any fees or charges associated with the MindMap Services, including, without limitation, finance charges and (ii) pay any other amount that becomes due and owing under this Agreement. This authorization is to remain in full force and effect until MindMap has received written notice from Franchisor of its termination in such time and such manner as to afford MindMap and Depository a reasonable opportunity to act upon it. Franchisor may elect to pay by alternate means (i.e., by invoice) and, if applicable, such election shall be noted in the Proposal. Franchisor acknowledges and accepts that electing to pay by such alternate means may carry an additional fee at MindMap’s discretion. Franchisor shall maintain in Franchisor’s Account as of the applicable due date and time, immediately available funds sufficient to cover all fees incurred by Franchisor under this Agreement. Franchisor’s obligation to pay MindMap for each debit entry charged to such Franchisor’s account matures at the time MindMap transmits or otherwise delivers the transaction to the Automated Clearing House (“ACH”) or gateway operator and is unaffected by termination of the Service, but is limited to amounts incurred by Franchisor under the terms of this Agreement. MindMap may set off against any amount it owes to Franchisor in order to obtain payment of Franchisor’s obligation as set forth in this Agreement. Franchisor acknowledges that the origination of ACH transactions to its account must comply with the provisions of U.S. law. Fees for MindMap Services are invoiced and collected upfront, or monthly on or after the 5th day of the month, whichever is specified in the Proposal.  Fees for Services subscribed to but not invoiced in the current month will be invoiced and collected in the subsequent month. If Franchisor elects to pay by invoice, Fees shall be paid within ten (10) days that such invoice is provided to Franchisor.

  2. Nonsufficient Funds.  If Franchisor does not have sufficient funds in Franchisor’s Account to pay fees or any other amounts due under this Agreement at the time required, or if Franchisor refuses to pay, MindMap may, at MindMap’s sole discretion, do one or more of the following: (1) make an additional attempt to deliver a debit charge entry to the ACH or gateway operator, (2) assess a Nonsufficient Funds (“NSF”) fee to Franchisor for each failed ACH transaction, (3) refuse to perform further services and deny access to MindMap’s Services provided under this Agreement until Franchisor has paid in full all fees due, including any amounts that might become due under this Section, and/or (4) immediately terminate this Agreement. MindMap may assess finance charges on any amounts owing and unpaid ten (10) days after the original ACH transaction date or invoice due date. Finance charges are assessed at a rate of 1.5% per month (18% per annum), or the highest amount permitted by law, whichever is less. MindMap may recover from Franchisor any costs including, without limitation, reasonable attorneys’ fees and expert witnesses’ fees MindMap may incur in connection with any termination of this Agreement or collection of amounts due hereunder.

10.  Indemnity, and Mitigation Rights.

  1. Franchisor shall defend, indemnify and hold MindMap and its affiliates, and their respective investors, officers, directors, employees, agents, licensors, successors, and assigns (both parties and such additional persons are referred to as “Indemnified Parties”) harmless from and against all costs, expenses, damages or losses including, without limitation, reasonable attorney’s fees (collectively “Losses”) arising out of, relating to, in connection with or resulting from any claim, demand, charge, action, cause of action, or proceeding (collectively “Claims”) resulting from or in any way connected with Franchisor’s acts or omissions in the performance of its duties under this Agreement, including, but not limited to, claims resulting from reliance on information and reports furnished by MindMap based in whole or in part on data provided by Franchisor or a franchisee. Franchisor’s indemnification obligations are subject to the Indemnification Conditions in Section 11(c) below.

  2. MindMap shall defend, indemnify and hold Franchisor and its Indemnified Parties harmless from and against any Losses arising out of, relating to, in connection with or resulting from any Claim resulting from or in any way connected with this Agreement, to the extent that such Losses are based upon MindMap’s willful or grossly negligent acts or omissions in the performance of its duties under this Agreement, or breach of a warranty, as set forth below in Section 11(a) below. MindMap’s indemnification responsibilities under this Section shall not apply to: (1) modifications provided pursuant to Franchisor’s designs, drawings or specifications; and (2) claims resulting from Franchisor combining the use of the MindMap Platform with any product, software or article not furnished by MindMap. MindMap’s indemnification obligations are subject to the Indemnification Conditions in Section 11(c) below.

  3. “Indemnification Conditions” means the following conditions with which a party must comply in order to be entitled to defense or indemnification under the Agreement by the other party: (1) the indemnified party notifies the indemnifying party in writing of any claim that might be the subject of indemnification promptly after any executive officer of the indemnified party or member of the indemnified party’s legal department first knows of the claim, provided, however, that no failure to so notify an indemnifying party will relieve the indemnifying party of its obligations under this Agreement except to the extent that such failure materially prejudices defense of the claim, and except to the extent that damages incurred by the indemnifying party are a result of the delay; (2) the indemnifying party is given primary control over any negotiations and the defense and settlement of the claim (subject to the foregoing, the indemnified party may nonetheless participate in the defense at its sole cost and expense); (3) the indemnified party makes no admission of liability (except as required by applicable law) nor enters into any settlement without the indemnifying party’s prior written agreement (not to be unreasonably withheld); (4) the indemnified party provides such assistance in defense of the proceeding as the indemnifying party may reasonably request, at the indemnifying party’s reasonable expense; and (5) the indemnified party uses all commercially reasonable efforts to mitigate its losses.

11. Warranty.

  • MindMap warrants to Franchisor that:

    • Performance Warranty. During the term of this Agreement, the MindMap Services, in the form provided by MindMap, will conform in all material respects to the Proposal and this Master Services Agreement.

    • Viruses. MindMap will use commercially reasonable efforts, using applicable current industry practices, to ensure that the MindMap Assessment Platform, in the form provided by MindMap to Franchisor under this Agreement, contains no computer virus, Trojan horse, worm or other similar malicious code.

    • Support Program. MindMap will provide the Support Program in a good, professional and workmanlike manner, consistent with applicable industry standards.

    • Compliance with Law. The MindMap Services, in the form provided or made available by MindMap, will comply with all laws applicable to MindMap and its provision of Services.

  • Warranty Remedies.

    • Performance Remedy. If the MindMap Assessment Platform fails to conform to the warranty set forth in Section 11(a)(1) and Franchisor provides written notice of the non-conformance to MindMap within the applicable term of this Agreement then, as Franchisor’s exclusive remedy and MindMap’s sole obligation: MindMap will either repair or, at its option, replace the non-conforming MindMap Assessment Platform or, if MindMap is unable to correct the non-conformance within thirty (30) days of receipt of such written notice from Franchisor, Franchisor may terminate the applicable MindMap Services, and MindMap will refund to Franchisor a pro-rata amount of any MindMap Services fees prepaid to MindMap and applicable to the unutilized portion of the term of this Agreement for the terminated MindMap Services.

    • Non-Infringement Remedies. If the MindMap Services or MindMap Platform is held or believed to infringe on any third party’s intellectual property rights, MindMap may, in its sole discretion, (i) modify the MindMap Services or MindMap Platform to be non-infringing, (ii) obtain for Franchisor a license to continue using the MindMap Services or MindMap Platform, or (iii) if neither (i) nor (ii) are practical, terminate this Agreement as to the infringing MindMap Services or MindMap Platform and return to Franchisor any paid but unearned fees paid by Franchisor to MindMap. This Section 11(b)(2) states MindMap’s entire liability and Franchisor’s exclusive remedies for infringement of intellectual property rights of any kind.  

  • Bugs and Abatement; Scope. Without limiting the express warranties in this Section 11, MindMap does not warrant that the MindMap Services are completely free from all bugs, errors, or omissions, or will ensure complete security. The warranties in this Agreement are for the sole benefit of Franchisor and may not be extended to any other person or entity.

  • Disclaimer of Implied Warranties. Neither party makes any representation or warranty in connection with MindMap Services, except as expressly warranted in this Agreement. FRANCHISOR UNDERSTANDS AND AGREES THAT THE MINDMAP SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS SPECIFICALLY WARRANTED IN THIS SECTION 11, EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTY OF NON-INFRINGEMENT OR IMPLIED OBLIGATION TO INDEMNIFY FOR INFRINGEMENT, ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE, AND ANY STATUTORY REMEDY.

12. Limitations and Exclusions of Liability.

  1. Exclusion of Certain Claims. SUBJECT TO SECTION 12(c), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF (1) THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT OR ANY RELATED AGREEMENT, OR ANY SOFTWARE, PRODUCTS OR SERVICES PROVIDED HEREUNDER, OR (2) ANY CLAIM, CAUSE OF ACTION, BREACH OF CONTRACT OR ANY EXPRESS OR IMPLIED WARRANTY, UNDER THIS AGREEMENT, ANY RELATED AGREEMENT OR OTHERWISE, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT. 

  2. Limitation of Liability. Subject to Section 12(c), neither Party’s maximum aggregate liability arising out of this Agreement or any related agreement will in any event exceed the fees paid to MindMap under this Agreement giving rise to the claim during the twelve (12) month period immediately preceding the aggrieved party’s first assertion of any claim against the other, regardless of whether any action or claim is based in contract, misrepresentation, warranty, indemnity, negligence, strict liability or other tort or otherwise.

  3. Exceptions.

    1. Sections 12(a) and 12(b) do not apply to either party’s (a) willful misconduct or gross negligence, (b) misappropriation of any of the other’s Intellectual Property Rights, or (c) liability or loss which may not be limited by applicable law. “Intellectual Property Rights” shall mean all trade secrets, patents and patent applications, trademarks (whether registered or unregistered and including any goodwill acquired in such trademarks), service marks, trade names, copyrights, moral rights, database rights, design rights, rights in know-how, rights in Confidential Information, rights in inventions (whether patentable or not) and all other intellectual property and proprietary rights (whether registered or unregistered, any application for the foregoing, and all rights to enforce the foregoing), and all other equivalent or similar rights which may subsist anywhere in the world.

    2. Notwithstanding Section 12(a), the following will be deemed direct damages for purposes of this Agreement: (i) any amounts payable by an indemnified party to a third party pursuant to a judgment or to a settlement agreement approved in writing by an indemnifying party, liability for which falls within the indemnifying party’s indemnification obligations under this Agreement, and (ii) all fees payable by Franchisor under this Agreement.

    3. Section 12(b) does not apply to (i) each party’s defense and indemnification obligations, (ii) Franchisor’s obligations to pay fees and expenses when due and payable under this Agreement, nor (iii) either party’s obligations under Section 4 (Confidential Information) or Section 5 (Data Protection and Security), provided, however, that except to the extent of willful misconduct or gross negligence of MindMap, MindMap’s maximum aggregate liability under Section 5 will not exceed two times (2X) the fees paid by Franchisor to MindMap under this Agreement in the twelve (12) month period immediately preceding Franchisor’s first assertion of its claim.

13.  General Terms and Conditions.

  1. Entire Agreement. This Agreement and associated Proposal (including the Exhibits attached thereto) represent the entire agreement between the Parties with respect of the subject matter hereto, and there are no oral or other written agreements or understandings between the Parties affecting this Agreement, or related to the MindMap Services or duties undertaken by MindMap or Franchisor under this Agreement.

  2. Order of Precedence. In the event of any conflict between this Agreement and any Proposal, the following order of precedence will apply: (1) the Proposal will control solely with respect to commercial terms expressly stated therein (including quantities of Assessment Credits, pricing, payment cadence, and any expressly stated Initial Term length), and (2) this Agreement will control with respect to all other terms. Any additional or different terms contained in a purchase order, vendor portal, or similar document issued by Franchisor are rejected and will be void unless expressly agreed in a writing signed by both Parties.

  3. Surviving Sections. In the event of expiration or termination of this Agreement, those Sections which by their nature are intended by the Parties to survive, will survive and continue in effect to the extent necessary to protect the rights of the Parties.

  4. Force Majeure. Whenever performance of the Service is substantially prevented by reason of an act of God, strike, lockout, law, regulation or ordinance, war or terrorism, or by any reason of any other matter if beyond the control of MindMap, such performance shall be excused and this Agreement deemed suspended during the continuation of such circumstance.

  5. Governing Laws. This Agreement shall be governed in all respects by the laws of the United States and the State of Wyoming. If any provision of the Agreement is held to be invalid by any court of competent jurisdiction, such finding shall not invalidate the remainder of the Agreement. With respect to any claim arising out of or relating to this Agreement, (1) each party irrevocably submits to the exclusive jurisdiction of the state courts of Wyoming sitting in Laramie County (Cheyenne), Wyoming, and the United States District Court for the District of Wyoming sitting in Cheyenne, Wyoming, and (2) each party irrevocably waives any objection which it may have at any time to the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any such court and irrevocably waives any claim such suit, action or proceeding is brought in an inconvenient forum and further irrevocably waives the right to object, with respect to such claim, suit, action or proceeding brought in any such court, that such court does not have jurisdiction over such party. Notwithstanding the foregoing, MindMap may bring suit for non-payment of fees in any court of competent jurisdiction.

  6. Attorneys’ Fees. In the event of a dispute between MindMap and Franchisor arising from this Agreement the non-prevailing party in such dispute agrees to pay reasonable attorneys’ fees, all expert witnesses’ fees and all costs actually incurred by the prevailing party in connection with such dispute and all such fees and costs actually incurred by the prevailing party in collecting or enforcing any settlement agreement, judgment, or arbitration award relating to such dispute.

  7. Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of any other provisions hereof.

  8. Changes in Writing. No change, addition, waiver, or amendment shall be made to this Agreement except by a written document signed by both Parties. Notwithstanding the foregoing, MindMap may update this Agreement from time to time, but any such update will apply only as of the start of a Renewal Term, provided MindMap gives Franchisor written notice of the update at least forty-five (45) days prior to renewal; if Franchisor does not accept the update, Franchisor may elect non-renewal in accordance with Section 8.

  9. Waiver. No waiver by any party of any breach of any provision hereof shall constitute a waiver of any other breach of that or any other provision hereof.

  10. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. Any assignment under this Section shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.