This End User License Agreement, including the Terms of Sale which by this reference are incorporated herein (this “Agreement”),
is a binding agreement between Future Plans USA, LLC, a limited liability company organized under the laws of the State
of Florida (“Licensor”) and you as the licensee of the Software (“Licensee”).
LICENSOR PROVIDES THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE
ACCEPTS AND COMPLIES WITH THEM. BY CLICKING THE “ACCEPT” BUTTON, YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT LICENSEE
IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT;
AND (II) IF LICENSEE IS A CORPORATION, GOVERNMENTAL ORGANIZATION OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER AND
AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND LICENSEE TO ITS TERMS. IF LICENSEE DOES NOT AGREE
TO THE TERMS OF THIS AGREEMENT, LICENSOR WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO LICENSEE AND YOU MUST NOT ACCESS
THE SOFTWARE OR DOCUMENTATION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR LICENSEE’S ACCEPTANCE OF THE TERMS AND CONDITIONS OF
THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS
AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SOFTWARE THAT LICENSEE DID NOT ACQUIRE LAWFULLY OR THAT IS NOT
A LEGITIMATE, AUTHORIZED COPY OF LICENSOR’S SOFTWARE.
  1. Definitions. For purposes of this Agreement, the following terms have the following meanings:
    • “Documentation” means user manuals, technical manuals and any other materials provided by Licensor, in printed, electronic
      or other form, that describe the operation, use or technical specifications of the Software.
    • “Licensee” has the meaning set forth in the preamble.
    • “License Fees” means license fees, set forth in the Terms of Sale.
    • “Licensor” has the meaning set forth in the preamble.
    • “Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority,
      unincorporated organization, trust, association or other entity.
    • “Software” means the Future Plans software program.
    • “Term” has the meaning set forth in Section 11.
    • “Terms of Sale” means the terms of sale, found at www.FuturePlansUSA.com/termsofsale, submitted by Licensee and accepted
      by Licensor, for Licensee’s purchase of the license for the Software granted under this Agreement.
    • “Third Party” means any Person other than Licensee or Licensor.
  2. License Grant and Scope. Subject to and conditioned upon Licensee’s payment of the License Fee, and Licensee’s strict compliance
    with all terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable,
    non- sublicensable, limited license during the Term to use, the Software and Documentation, solely as set forth in
    this Section 2 and subject to all conditions and limitations set forth in Section 4 or elsewhere in this Agreement.
    This license grants Licensee the right, exercisable solely by Licensee, to access and use, in accordance with the Documentation,
    the Software, from Licensor’s website, solely in order to identify and assess the strengths, interests and potential
    careers of Licensee.
  3. Third-Party Materials. The Software may include software, content, data or other materials, including related documentation,
    that are owned by Persons other than Licensor and its affiliates and that are provided to Licensee or its affiliates
    on licensee terms that are in addition to and/or different from those contained in this Agreement (“Third-Party Licenses”).
    Licensor represents and warrants that it has the authority to grant Licensee the rights described in this Agreement
    and that use by Licensee to identify and assess the strengths, interests and potential careers of Licensee consistent
    with Sections 4 and 6 of this Agreement is not violative of any such Third Party license rights.
  4. Use Restrictions. Licensee shall not, directly or indirectly:
    1. (a) use (including make any copies of) the Software or Documentation beyond the scope of the license granted under Section
      2;
    2. (b) provide any other Person, including any subcontractor, independent contractor, affiliate or service provider of Licensee,
      with access to or use of the Software or Documentation;
    3. (c) modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Software
      or Documentation or any part thereof;
    4. (d) combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs;
    5. (e) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of
      the Software or any part thereof;
    6. (f) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or
      proprietary rights notices from the Software or Documentation, including any copy thereof;
    7. (g) copy the Software or Documentation, in whole or in part;
    8. (h) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Software or
      any features or functionality of the Software, to any Third Party for any reason, whether or not over a network
      and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network
      (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud
      or other technology or service;
    9. (i) use the Software in violation of any federal, state or local law, regulation or rule; or
    10. (j) use the Software for purposes of competitive analysis of the Software, the development of a competing software product
      or service or any other purpose that Licensor’s commercial disadvantage.
  5. Responsibility for Use of Software. Licensee is responsible and liable for all uses of the Software through access thereto
    provided by Licensee, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Licensee
    is responsible and liable for all actions and failures to take required actions with respect to the Software by any
    Person to whom Licensee may provide access to or use of the Software, whether such access or use is permitted by or
    in violation of this Agreement.
  6. Compliance Measures.
    1. The Software may contain technological copy protection or other security features designed to prevent unauthorized use of
      the Software, including features to protect against use of the Software:

      1. beyond the scope of the license granted pursuant to Section 2; or
      2. prohibited under Section 4.

    Licensee shall not, and shall not attempt to, remove, disable, circumvent or otherwise create or implement any workaround
    to, any such copy protection or security features.

  7. Collection and Use of Information.
    1. Licensee acknowledges that Licensor may, directly or indirectly through the services of Third Parties, collect and store
      information and data regarding Licensee and Licensee’s use of the Software, including, but not limited to, information
      by which Licensee may be personally identified, such as Licensee’s name and address, information that is about
      Licensee but individually does not identify Licensee, such as age, ethnicity, gender, and other demographic information,
      interests, aptitudes and test results, and information about Licensee’s internet connection, the equipment Licensee
      uses to access the Software and Licensee’s usage details (“User Information”).
    2. Licensor and its affiliates may use User Information for purposes related to operation, analysis, or improvement of the Software
      and any use of the Software by Licensee or on Licensee’s equipment, including but not limited to (“Approved Purposes”):

      1. (i) improving the performance of the Software or developing updates to the Software;
      2. (ii) in connection with Software validation, longitudinal evaluation, and relibaility testing; and
      3. (iii) verifying Licensee’s compliance with the terms of this Agreement and enforcing the Licensor’s rights, including all
        intellectual property rights in and to the Software.
    3. Licensor may not use User Information for any purpose other than the approved Purposes, including but not limited to:
      1. (i) using the User Information to sell Licensee any product or service; or
      2. (ii) selling the User Information to any Third Party.
    4. Licensee acknowledges that the use authorized under this license does not extend to children under the age of 13, and Licensor
      does not knowingly collect information from children under 13.
  8. Intellectual Property Rights. Licensee acknowledges and agrees that the Software and Documentation are provided under license,
    and not sold, to Licensee. Licensee does not acquire any ownership interest in the Software or Documentation under
    this Agreement, or any other rights thereto other than to use the same in accordance with the license granted, and
    subject to all terms, conditions and restrictions, under this Agreement. Licensor and its affiliates and licensors
    reserve and shall retain their entire right, title and interest in and to the Software and all intellectual property
    rights arising out of or relating to the Software, except as expressly granted to the Licensee in this Agreement. Licensee
    shall use commercially reasonable efforts to safeguard all Software from infringement, misappropriation, theft, misuse
    or unauthorized access. Licensee shall promptly notify Licensor if Licensee becomes aware of any infringement of the
    Licensor’s intellectual property rights in the Software and fully cooperate with Licensor in any legal action taken
    by Licensor to enforce its intellectual property rights.
  9. Nondisclosure; Login.
    1. (a) Licensee will not disclose, and will not permit or provide access to, the Software and Documentation, or any confidential
      information of Licensor, to any Person, and Licensee will use commercially reasonable efforts to prevent disclosure
      to, or access or use of the Software and Documentation by, any Person.
    2. (b) Certain features of the Software may require a user ID and password (collectively, the “Login”) in order to access and
      use those features. Licensee is responsible for maintaining the confidentiality and security of the Licensee’s
      Login and for any harm resulting from any Person’s use of the Software and Documentation who gains access to the
      Software and Documentation using a Login assigned to Licensee. If Licensee suspects that a Login is not secure
      due to unauthorized access, disclosure or use, Licensee must promptly notify Licensor, and must change such Login.
  10. Payment. All License Fees must be paid as set forth in the Terms of Sale to the order of Licensor, and are non-refundable
    except as provided for herein or therein.
  11. Term and Termination.
    1. (a) This Agreement and the license granted hereunder shall remain in effect for the term set forth in the Terms of Sale or
      until terminated earlier as set forth herein (the “Term”).
    2. (b) Licensor may terminate this Agreement, effective upon written notice to Licensee, if Licensee, breaches this Agreement
      and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured ten (10) days after Licensor
      provides written notice thereof.
    3. (c) Licensor may terminate this Agreement, effective immediately, if Licensee files, or has filed against it, a petition
      for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general
      assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver
      or custodian for a substantial part of its property.
    4. (d) Upon expiration or earlier termination of this Agreement, the license granted hereunder shall also terminate, and Licensee
      shall cease using the Software and Documentation. All passwords and access rights of Licensee will be terminated.
      No expiration or termination shall affect Licensee’s obligation to pay all Licensee Fees that may have become due
      before such expiration or termination, or entitle Licensee to any refund, in each case except as set forth in Section
      12(c)(ii).
  12. Limited Warranties, Exclusive Remedy and Disclaimer/Warranty Disclaimer.
    1. (a) Solely with respect to Software for which Licensor receives a License Fee, Licensor warrants that, during the Term, the
      Software will substantially contain the technical functionality described in the Documentation, and when properly
      used and operated in accordance with the Documentation will substantially perform in accordance therewith. THE
      FOREGOING WARRANTY DOES NOT APPLY, AND LICENSOR STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD PARTY
      MATERIALS.
    2. (b) The warranty set forth in Section 12(a) will not apply and will become null and void if Licensee breaches any provision
      of this Agreement, or if Licensee, or any other Person provided access to the Software by Licensee, misuses the
      Software, including any use of the Software other than as specified in this Agreement and the Documentation.
    3. (c) If, during the period specified in Section 12(a), any Software covered by the warranty set forth in such Section fails
      to perform substantially in accordance with the Documentation, and such failure is not excluded from warranty pursuant
      to Section 12(b), Licensor will, subject to Licensee’s promptly notifying Licensor in writing of such failure,
      at its sole option, either:

      1. (i) repair or replace the Software, provided that Licensee provides Licensor with all information Licensor requests to resolve
        the reported failure, including sufficient information to enable the Licensor to recreate such failure; or
        ceasing all use of and, if requested by Licensor, returning to Licensor all copies of the Software.
      2. (ii) refund the License Fees paid for such Software, subject to Licensee’s

      If Licensor repairs or replaces the Software, the warranty will continue to run from the date hereof, and not from Licensee’s
      receipt of the repair or replacement. The remedies set forth in this Section 12(c) are Licensee’s sole remedies
      and Licensor’s sole liability under this Agreement.

    4. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN Section 12(a), THE SOFTWARE AND DOCUMENTATION ARE PROVIDED TO LICENSEE “AS IS”
      AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE
      LAW, LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE
      PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO
      THE SOFTWARE AND DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
      NON-INFRINGEMENT AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE
      PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE LICENSOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION
      OF ANY KIND THAT THE LICENSED SOFTWARE WILL MEET THE LICENSEE’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS (INCLUDING
      WITH RESPECT TO JOB SUITABILITY OR PLACEMENT), BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS
      OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT
      ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
  13. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:
    1. (a) IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE
      TO THE LICENSEE OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE SOFTWARE, LOST REVENUES
      OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING
      FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT
      INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT
      COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY,
      SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT
      (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE
      LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. (b) IN NO EVENT WILL LICENSOR AND ITS AFFILIATES’, INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS’ AND SERVICE PROVIDERS’,
      COLLECTIVE AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO
      BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO THE LICENSOR PURSUANT
      TO THIS AGREEMENT FOR THE SOFTWARE.
    3. (c) THE LIMITATIONS SET FORTH IN Section 13(a) AND Section 13(b) SHALL APPLY EVEN IF THE LICENSEE’S REMEDIES UNDER THIS AGREEMENT
      FAIL OF THEIR ESSENTIAL PURPOSE.
  14. Export Regulation. The Software and Documentation may be subject to US export control laws, including the US Export Administration
    Act and its associated regulations. The Licensee shall not, directly or indirectly, export, re-export or release the
    Software or Documentation to, or make the Software or Documentation accessible from, any jurisdiction or country to
    which export, re-export or release is prohibited by law, rule or regulation. The Licensee shall comply with all applicable
    federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export
    license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Software
    or Documentation available outside the US.
  15. US Government Rights. The Software is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly,
    if the Licensee is the US Government or any contractor therefor, Licensee shall receive only those rights with respect
    to the Software and Documentation as are granted to all other end users under license, in accordance with (a) 48 C.F.R.
    §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R.
    §12.212, with respect to all other US Government licensees and their contractors.
  16. Miscellaneous.
    1. (a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida without
      giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other
      jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Florida.
      Any legal suit, action or proceeding arising out of or related to this Agreement or the matters contemplated hereunder
      shall be instituted exclusively in the federal courts of the United States or the courts of the State of Florida
      in each case located in the city of St. Petersburg and County of Pinellas, and each party irrevocably submits to
      the exclusive jurisdiction of such courts in any such suit, action or proceeding and waives any objection based
      on improper venue or forum non conveniens. Service of process, summons, notice or other document by mail to such
      party’s address set forth herein shall be effective service of process for any suit, action or other proceeding
      brought in any such court.
    2. (b) Licensor shall not be in default hereunder by reason of any failure or delay in the performance of its obligations hereunder
      where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic,
      hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations
      or non-availability of electrical power, heat, light, air conditioning or Licensee equipment, loss and destruction
      of property or any other circumstances or causes beyond Licensor’s reasonable control.
    3. (c) All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and
      shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when
      received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the
      date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business
      hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d)
      on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.
      Such communications must be sent to the respective parties at the addresses set forth in the Terms of Sale (or
      to such other address as may be designated by a party from time to time in accordance with this Section 16(c)).
    4. (d) This Agreement, together with the Terms of Sale, all schedules and exhibits attached hereto, the Website Terms of Use,
      found at www. FuturePlansUSA.com/termsofuse and Privacy Policy, found at www. FuturePlansUSA.com/privacypolicy,
      constitutes the sole and entire agreement between Licensee and Licensor with respect to the subject matter contained
      herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties,
      both written and oral, with respect to such subject matter.
    5. (e) Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations
      or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise,
      without Licensor’s prior written consent, which consent Licensor may give or withhold in its sole discretion. For
      purposes of the preceding sentence, and without limiting its generality, any merger, consolidation or reorganization
      involving Licensee (regardless of whether Licensee is a surviving or disappearing entity) will be deemed to be
      a transfer of rights, obligations or performance under this Agreement for which Licensor’s prior written consent
      is required. No delegation or other transfer will relieve Licensee of any of its obligations or performance under
      this Agreement. Any purported assignment, delegation or transfer in violation of this Section 16(e) is void. Licensor
      may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any
      of its obligations or performance, under this Agreement without Licensee’s consent. This Agreement is binding upon
      and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
    6. (f) This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and
      nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right,
      benefit or remedy of any nature whatsoever under or by reason of this Agreement.
    7. (g) This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto.
      No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing
      and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or
      delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed
      as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder
      preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
    8. (h) If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity,
      illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or
      render unenforceable such term or provision in any other jurisdiction.
    9. (i) For purposes of this Agreement, (a) the words “include,” “includes” and “including” shall be deemed to be followed by
      the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,”
      “hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references
      herein: (x) to Sections and Exhibits refer to the Sections of, and Exhibits attached to, this Agreement; (y) to
      an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented
      and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such
      statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated
      thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction
      or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Terms of
      Sale, and all Schedules and Exhibits referred to herein shall be construed with, and as an integral part of, this
      Agreement to the same extent as if they were set forth verbatim herein.
    10. (j) EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY
      HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING
      TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE
      OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE
      FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) IT HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) IT
      MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG
      OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
    11. (k) The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.