Terms & Conditions for 2e Resource Partner Page This Website Linking Agreement (this "Agreement") is entered into as of today’s date ("Effective Date") by and between With Understanding Comes Calm, LLC (“WUCC”) and you ("Licensee"). Company and Licensee may each be referred to as a “Party” or collectively as the “Parties.” WHEREAS, WUCC maintains this website (the “WUCC Site”) as a service to its customers and the general public. 2eResources.com is a page hosted on the WithUnderstandingComesCalm.com website. WHEREAS, Licensee desires to establish and maintain at least one (1) hyperlink, hypertext, text, button, banner, logo, ticker, pointer, graphical link, or contextual link which permits a user to go from WUCC’s website located at URL: 2eResources.com (“WUCC Site”) to licensee’s website (“Licensee Site”); WHEREAS, WUCC desires to allow Licensee to establish the Link and allow visitors to WUCC’s Site to navigate directly to Licensee’s Site upon the terms and subject to the conditions of this Agreement. NOW, THEREFORE, in consideration of the obligations set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: Acknowledgement and Acceptance of Terms of Use: By using the Site or any current or future service(s) provided to you by WUCC and by clicking “I agree to the terms and conditions” on the 2eResources.com Resource Partnership page, you are agreeing to comply with and be bound by the terms and conditions of this Agreement and any operating rules, regulations, policies and procedures that may be modified from time-to-time on the Site. The Terms and Conditions govern your 2e Resource Partnership listing on the Site. If you are using the site or services on behalf of your employer, you represent that you are authorized to accept these Terms and Conditions on your employer’s behalf. In the case of any violation of the Terms and Conditions, WUCC reserves the right to seek all remedies available by contract, law and equity for such violations. The Terms and Conditions apply to updates of 2e Resource Partnership listings, both now and in the future. The Terms and Conditions set forth herein govern all 2e Resource Partners as described on 2eResources.com page hosted on the With Understanding Comes Calm, LLC website. By clicking the ‘I agree’ button, you accept these Terms & Conditions, and agree to the privacy policy set forth in the WithUnderstandingComesCalm.com privacy policy https://www.withunderstandingcomescalm.com/privacy-policy-and-terms-of-use/. Copyright notice: (1) Except for sponsor materials or as unless otherwise indicated, WUCC holds the copyright to all content and materials on the WUCC Site. Further, except for trademarks, service marks and logos of its sponsors and partners, or unless otherwise indicated, WUCC owns all of the trademarks, service marks and logos (“Marks”) used and displayed on the site. Without the express written consent of WUCC, you may not copy, reproduce, display, republish, download, post or otherwise use any of the content or material from the sites, or the marks, on your website or in your other communications. (2) Any use of the Marks requires a separate agreement with WUCC. Only official sponsors or partners affiliated with WUCC who have a written license agreement with WUCC may use the Marks as a link. All other parties must use text links only and may not use any Marks in connection with links to the site. Links. Subject to the terms and conditions of this Agreement, Licensee will supply WUCC with the Link for inclusion on the WUCC Site and may update the Link from time to time. WUCC agrees to maintain the WUCC Site and to create the Link at Company’s sole expense. Licensee agrees to maintain the Licensee Site at Licensee’s sole expense. WUCC will place the Link on the WUCC Site based on mutually agreed upon specifications, including without limitation, the subject matter, size, location and placement of the Link. Licensee agrees that it will continuously operate nationally recognized virus scanning software to ensure that the Licensee Site does not contain any virus or other contaminant, malicious code, command or instruction that may be used to access, alter, delete, damage, or disable the WUCC Site. The Parties agree that this Agreement does not restrict the collection, use, or disclosure of information concerning users gathered by either Party. Each Party is responsible for determining whether any such collection, use, or disclosure it performs is in compliance with applicable law. Covenants. The license granted herein is subject to the restrictions and obligations of Licensee set forth in this Agreement and Licensee covenants that (i) it will not use and display WUCC Marks in such a manner that an association or affiliation between WUCC and Licensee may be inferred or implies sponsorship or endorsement by WUCC; (ii) not modify, enhance, or change the WUCC Marks or combine them with any other mark, except as specified or instructed by WUCC, or use, adopt or register any marks confusingly similar to the WUCC Marks; (iii) not link material to the WUCC Site that is misleading, defamatory, infringing, libelous, disparaging, obscene, or otherwise objectionable to Company; (iv) not link material to the WUCC site that is likely to reduce, diminish or damage the goodwill, value or reputation associated with WUCC or the WUCC Marks. Content. Licensee represents and warrants that on the Effective Date and during the term of the Agreement the: (i) Content developed by Licensee, or on its behalf, on the Licensee Site does not and will not infringe any copyright, trademarks, or trade secrets of any third party and does not and will not constitute a defamation or invasion of the rights of privacy or publicity of any kind of any third party; (ii) Licensee Site does not violate the laws, statutes or regulations of any jurisdiction; (iii) Licensee Site does not include any material, and does not contain links to sites displaying any material, which is harmful, pornographic, abusive, hateful, obscene, threatening, defamatory, or which encourages illegal activity, and (iv) Licensee does not violate the rights of any third party. Indemnification. Licensee agrees to defend, indemnify and hold harmless WUCC, its officers, directors, employees, and agents from and against all claims, demands, causes of action, proceedings, judgments (including reasonable attorney’s fees, court costs, and administrative fines) ("Liabilities") brought by any third party, or state or federal regulatory agency, arising out of any breach or alleged breach of any of Licensee's representations and warranties contained herein or in connection with any claimed or actual infringement of any intellectual property. Warranty disclaimer. Each Party specifically disclaims all warranties regarding the other Party's website, information and services provided thereunder, express or implied, including without limitation, the warranties of merchantability or fitness for a particular purpose. In particular, and not by way of limitation, neither Party warrants that its respective website will operate error-free or without interruption. Company makes no warranties, express or implied, including without limitation any implied warranties of merchantability, fitness for infringement with respect to the WUCC Site. Limitation of Liability. In no event will WUCC be liable to licensee for any indirect, special, incidental, punitive or consequential damages, including, but not limited to, loss of profits, loss of data, loss of business or other loss arising out of or resulting from this agreement or to the linking to the company site, even if company has been advised of the possibility of such damages. The foregoing shall apply regardless of the negligence or other fault of either party or regardless of whether such liability sounds in contract, negligence, tort or any other theory of liability. 2e Resource Partnership Levels. 2e Resource Partnership Levels are defined under Gold, Silver and Bronze plans on the site and are sold in consideration of a monthly or annual fee as listed under these plans. These plans are renewed and billed automatically either monthly or annually according to the 2e Resource Partner’s indicated choice. With Understanding Comes Calm may, in its sole discretion, change monthly or annual renewal fees at any time. With Understanding Comes Calm retains editorial review of the submitted contents. Fees are as set forth on https://www.withunderstandingcomescalm.com/business-directory-create-listing/ page in detail under the Gold, Silver or Bronze level 2e Resource Partner specifications. WithUnderstandingComesCalm.com retains complete editorial discretion with respect to all listings and links, including, without limitation, regarding the selection, placement, keywords, title, descriptions and multilinks. Termination. Either Party may terminate this Agreement at any time without cause by giving the other Party thirty (30) days advance written notice. 2e Resource Partners should give cancellation notice in writing to Julie Skolnick at Julie@WithUnderstandingComesCalm.com with “Cancel Resource Partnership” as the subject line. WUCC will discontinue the listing as soon as practicable. Upon termination of this Agreement, Licensee shall immediately cease all use of WUCC Marks and discontinue any other graphical, textual, or other form of linking to Company Site. The representations, warranties, covenants, title, proprietary rights, and indemnification provisions set forth herein will survive the termination of this Agreement and continue in full force and effect. Further, upon termination of this Agreement, Licensee shall immediately cease all use of WUCC Marks and discontinue any other graphical, textual, or other form of linking to WUCC Site. This Agreement (a) shall be governed by and construed in accordance with, the laws of the State of Maryland, without giving effect to principles of conflicts of law; (b) constitutes the complete and entire expression of the agreement between the parties with respect to the subject matter hereof; and (c) shall supersede any and all other agreements, whether written or oral, between the parties, including, without limitation, any print, online and electronic promotional materials.