This the LAND OF OPPORTUNITY TRAINING™ Terms and Conditions Agreement (together, the "Agreement") are entered into by Land of Opportunity Training (“LOOT”), having a principal place of business at 5 West Fain Street, Blue Ridge, Georgia, and the entity or person agreeing to them ("Customer") and govern Customer's access to and use of the Services. If Customer is a business, Customer may have more than one person who is receiving services. Each individual who is receiving services under a Customer account is called an End User. Customer shall be responsible for ensuring that each of its End Users complies with the terms of this Agreement. 

This Agreement is effective when Customer clicks to accept it (the "Effective Date"). If you are accepting on behalf of Customer, you represent and warrant that (i) you have full legal authority to bind Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Customer, to this Agreement. 

1.  Provision of the Services.

 1.1  Services. LOOT provides training information in the form of on-demand online classes, print or downloadable written materials, checklists, white papers, coaching and consulting, webinars, streaming services, podcasts, blogs, email tips, marketing materials and marketing reports generally designed to generally educate Customer on how to apply for and win government contracts (collectively “Services”). All Services are performed on line or remotely. The Services do not constitute legal or accounting advice. Nothing contained in the Services constitutes a guarantee that Customer will win a government contract. No one under the age of eighteen (18) is authorized to purchase or use LOOT Services. 

1.2 Services Use. During the Term, LOOT will provide Services in accordance with the Agreement.  

1.3 Hosting Platform. Customer will have access to a Services through Podia Labs, Inc., which is an independent third-party online platform. By accessing Services, Customer agrees to comply with Podia’s terms and conditions found at  

1.4 Accounts; Verification to Use Services. 

(a) Accounts. Customer must have an Account to use the Services and is responsible for the information it provides to create the Account, the security of its passwords for the Account, and any use of its Account. LOOT has no obligation to provide multiple accounts to Customer. Each End User of Customer shall be charged a separate access fee to use the Service. 

(b) Verification to Use Services. Customer must verify a Domain Email Address or a Domain Name to use the Services. If Customer does not have valid permission to use the Domain Email Address or does not own or control the Domain Name, then LOOT will have no obligation to provide Customer with the Services and may delete the Account without notice. 

1.5 Modifications. 

(a) To the Services. LOOT may make commercially reasonable changes to the Services from time to time. LOOT will inform Customer if LOOT makes a material change to the Services that has a material impact on Customer's use of the Services. 

(b) To the Agreement. LOOT may change the terms of this Agreement from time to time and will post any such changes under the “Legal” tab at https://www.landofopportunitytraining.com. These changes will only take effect at the beginning of Customer’s next Order Term, at which time Customer’s continued use of the Services will constitute its acceptance of the changes. 

(c) Discontinuation of Services. LOOT will notify Customer at least three (3) months before discontinuing the Services (or associated material functionality) unless LOOT replaces such discontinued Services or functionality with a materially similar Service or functionality. Nothing in this Section 1.5(c) (Discontinuation of Services) limits LOOT's ability to make changes required to comply with applicable law, address a material security risk, or avoid a substantial economic or material technical burden. 

2. Payment Terms. If Fees are applicable to Customer’s use of any Services, the terms in this Section 2 (Payment Terms) apply to those Services. 

2.1 Billing. Prior to accessing paid Services, LOOT will Charge Customer’s debit or credit card using a third-party credit card processor, currently Stripe. LOOT does not store or have access to Customer’s credit card number. Customer shall be responsible for each of its End User fees. 

2.2 Payment. Customer will pay all Fees in the currency stated in U.S. Dollars. All Fees will be Charged according to Services described in Order Form. 

2.3 Taxes. 

(a) Customer is responsible for any Taxes and will pay LOOT for the Services without any reduction for Taxes. If LOOT is obligated to collect or pay any Taxes, the Taxes will be Charged to Customer and Customer will pay such Taxes to LOOT, unless Customer provides LOOT with a timely and valid tax exemption certificate in respect of those Taxes. 

(b) Customer will provide LOOT with any applicable tax identification information that LOOT may require under applicable law to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. Customer will be liable to pay (or reimburse LOOT for) any taxes, interest, penalties, or fines arising out of any mis-declaration by Customer. 

2.4 Payment Disputes. If the parties determine that certain billing inaccuracies are attributable to LOOT, LOOT will issue a refund, which will specify the incorrect amount in the Charged Fee. Nothing in this Agreement obligates LOOT to extend credit to any party. If all eligible payment methods LOOT has on file for Customer are declined for payment of the Customer’s Fee, Customer must provide LOOT with a new eligible payment method promptly or Services will be canceled. If Customer provides LOOT with a new eligible payment method and is successfully processed, Customer’s new Services period will be based on the date the original Order Form was submitted to LOOT and not the date of the successful payment. 

2.5 No Purchase Order Number Required. Customer is obligated to pay all applicable Fees without any requirement for LOOT to provide a purchase order number on LOOT's invoice (or otherwise). 

3. Customer Obligations.

3.1 Permitted Uses. Use of the Services under this Agreement must comply with the Acceptable Use Policy or “AUP”. By accessing LOOT classes, material and website, Customer and each of its End Users agree to comply with LOOT’s AUP which is posted under the “Legal” tab at https://www.landofopportunitytraining.com. Such AUP policy may change from time to time. Customer and each of its End Users must comply with the AUP. Neither this Agreement nor the AUP requires LOOT to take any action against any Customer or End User violating the AUP, but LOOT is free to take any such action it sees fit. 

3.2 Compliance. Customer will (a) ensure that Customer’s use and each of its End User’s use of the Services complies with the Agreement, (b) use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Services, and (c) promptly notify LOOT if Customer becomes aware of any unauthorized use of, or access to, the Services, Account, or Customer's password. LOOT reserves the right to investigate any potential violation of the AUP by Customer or its End Users, which may include reviewing Customer Data. 

3.3 Privacy and DCMA. Customer is responsible for any consents and notices required to permit (a) Customer's use and receipt of the Services, and (b) LOOT's accessing, storing, and processing of data provided by Customer (including Customer Data) under the Agreement. Customer is on notice of LOOT’s Privacy and Digital Millenium Copyright Act (DCMA) policies and procedures, which are found under the “Legal” tab at https://www.landofopportunitytraining.com Customer understands that nothing in this Agreement restricts LOOT’s right to revise its DCMA and privacy policies. 

3.4 Restrictions. Customer will not, and will not allow anyone else including but not limited to its End Users to, (a) copy, modify, or create a derivative work of the Services; (b) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of, the Services (except to the extent such restriction is expressly prohibited by applicable law); (c) sell, resell, sublicense, transfer, or distribute any or all of the Services; or (d) access or use the Services (i) for High Risk Activities; (ii) in violation of the AUP; (iii) in a manner intended to avoid incurring any applicable Fees (including creating multiple Customer Accounts to simulate or act as a single Customer Account or to circumvent Service-specific usage limits or quotas); (iv) to engage in cryptocurrency mining; (v) to place or receive emergency service calls; (vi) for materials or activities that are subject to the International Traffic in Arms Regulations (ITAR) maintained by the United States Department of State; (vii) in a manner that breaches, or causes the breach of, Export Control Laws; or (viii) to transmit, store, or process health information subject to United States HIPAA regulations, except as permitted by an executed HIPAA Business Associate Agreement or “BAA”. 

3.5 Third-Party Offerings. Third-Party Offerings may be available for use in conjunction with the Services. Any use of Third-Party Offerings is subject to separate terms and policies with the relevant service provider. No one under the age of eighteen (18) is allowed to access Third-Party Offerings. 

3.6 Administration of Services. Customer may specify one or more Administrators who will have the right to access Admin Accounts. Customer is solely responsible for (a) maintaining the confidentiality and security of the End User Accounts and associated passwords and (b) any use of the End User Accounts. Customer agrees that LOOT’s responsibilities do not extend to the internal management or administration of the Services for Customer or any End Users. 

3.7 Requesting Additional End User Accounts During Order Term. Customer may request additional End User Accounts during an Order Term by means of submitting an additional Order Form. 

3.8 Copyright. LOOT responds to notices of alleged copyright infringement and terminates the Accounts of repeat infringers in appropriate circumstances as required to maintain safe harbor for online service providers under the U.S. Digital Millennium Copyright Act. 

4. Suspension.

4.1 AUP Violations. If LOOT becomes aware that Customer's or any of its End User's use of the Services violates the AUP, LOOT will notify Customer and request that Customer correct the violation. If Customer fails to correct the violation within 24 hours of LOOT's request, then LOOT may Suspend all or part of Customer's use of the Services until the violation is corrected. Suspension of the Services may include removal or unsharing of content that violates the AUP. Any fees, charges, penalties or costs associated with violations of the AUP attributable to Customer or its End Users shall be the responsibility of the Customer. 

4.2 Other Suspension. Notwithstanding Section 4.1 (AUP Violations), LOOT may immediately Suspend all or part of Customer's use of the Services (including use of the underlying Account) if (a) LOOT reasonably believes Suspension is needed to protect the Services, LOOT’s infrastructure supporting the Services, or any other customer of the Services (or their end users); (b) there is suspected unauthorized third-party access to the Services; (c) LOOT reasonably believes that immediate Suspension is required to comply with any applicable law; or (d) Customer is in breach of Section 3.4 (Restrictions). LOOT will lift any such Suspension when the circumstances giving rise to the Suspension have been resolved. At Customer's request, LOOT will, unless prohibited by applicable law, notify Customer of the basis for the Suspension as soon as is reasonably possible. For Suspension of End User Accounts, LOOT will provide Customer’s Administrator the ability to restore End User Accounts in certain circumstances. 

5. Parties’ Rights; Protection of Customer Data; Feedback; Using Brand Features Within the Services. 

5.1 Parties’ Rights. Except as expressly stated in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's intellectual property. As between the parties, Customer retains all Intellectual Property Rights in Customer Data, and LOOT retains all Intellectual Property Rights in the Services. All right, title, and interest in and the Services, including LOOT’s website, LOOT’s existing or future applications, LOOT’s APIs, LOOT’s databases, LOOT’s classes, LOOT’s training materials, LOOT’s podcasts, LOOT’s email messages, and the content LOOT’s employees or partners submit or provide through our Services are and will remain the exclusive property of LOOT and its licensors. 

5.2 Protection of Customer Data. LOOT has implemented and will maintain technical, organizational, and physical safeguards to protect Customer Data. 

5.3 Customer Feedback. At its option, Customer may provide feedback or suggestions about the Services to LOOT ("Feedback"). If Customer provides Feedback, then LOOT and its Affiliates may use that Feedback without restriction and without obligation to Customer. 

6. Technical Support Services. Subject to payment of applicable Fees, LOOT will provide technical support services to Customer during the Term. 

7.1 Obligations. LOOT’s privacy policies may be found under the tab “Legal” at LOOT’s website located at  https://www.landofopportunitytraining.com. Customer and its End Users are on notice that LOOT’s privacy policies may change from time to time and if such changes are made they will only be posed on-line on LOOT’s website. 

7.2 Required Disclosure. Notwithstanding any provision to the contrary in this Agreement, LOOT may release information about the Customer or its End Users to the extent required by applicable Legal Process or if LOOT has a reasonable basis to believe that serious bodily injury of death may occur to a Customer, End User or third party or if required to do so by law. 

8. Term and Termination.

8.1 Agreement Term. The term of this Agreement (the "Term") will begin on the Effective Date and continue for twelve full months following the Effective Date unless terminated sooner under this Section 8. Customer and its End Users shall have access to on-line classes for twelve (12) months from the Effective Date. 

8.2 Termination for Breach. To the extent permitted by applicable law, either party may terminate this Agreement immediately on written notice if (a) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice of the breach, or (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days. 

8.3 Termination for Convenience. Customer may stop using the Services at any time. Subject to Customer fulfilling all its financial commitments (if applicable) under an Order Form or otherwise under this Agreement (including payment of any and all Fees for the Order Term), Customer may also terminate this Agreement for its convenience at any time on prior written notice. 

8.4 Termination Due to Applicable Law; Violation of Laws. LOOT may terminate this Agreement and/or any applicable Order Form immediately on written notice if LOOT reasonably believes that continued provision of any Service used by Customer would violate applicable laws. 

8.5 Effect of Termination or Non-Renewal. If the Agreement is terminated or not renewed, then (a) all rights and access to the Services will cease (including access to Customer Data), unless otherwise described in this Agreement, and (b) any and all Fees owed by Customer to LOOT are immediately due upon Customer’s receipt of a final invoice. 

8.6 No Refunds. Unless expressly stated otherwise in this Agreement, termination or non-renewal under any section of this Agreement does not oblige LOOT to refund any Fees. 

9. Publicity. Customer may state publicly that it is a LOOT customer and display LOOT Brand Features. LOOT may use Customer's name and Brand Features in online or offline promotional materials of the Services. Each party may use the other party’s Brand Features only as permitted in the Agreement. Any use of a party's Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features. 

10. Representations and Warranties. Each party represents and warrants that (a) it has full power and authority to enter into the Agreement, and (b) it will comply with all laws applicable to its provision, receipt, or use of the Services, as applicable. 

11. DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED FOR IN THE AGREEMENT, LOOT DOES NOT MAKE AND EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (A) ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, TITLE, NON-INFRINGEMENT, OR ERROR-FREE OR UNINTERRUPTED USE OF THE SERVICES AND (B) ANY REPRESENTATIONS ABOUT CONTENT OR INFORMATION ACCESSIBLE THROUGH THE SERVICES. 

12. Limitation of Liability.

12.1 Limitation on Indirect Liability. To the extent permitted by applicable law and subject to Section 12.3 (Unlimited Liabilities), neither party will have any Liability arising out of or relating to the Agreement for any (a) indirect, consequential, special, incidental, or punitive damages or (b) lost revenues, profits, savings, or goodwill. 

12.2 Limitation on Amount of Liability. Each party's total aggregate Liability for damages arising out of or relating to the Agreement is limited to the greater of (a) $1,000 USD or (b) the Fees Customer paid during the 12 month period before the event giving rise to Liability. 

12.3 Unlimited Liabilities. Nothing in the Agreement excludes or limits either party's Liability for: 

§  (a) its fraud or fraudulent misrepresentation; 

§  (b) its obligations under Section 13 (Indemnification); 

§  (c) its infringement of the other party's Intellectual Property Rights; 

§  (d) Customer’s payment obligations (if any) under the Agreement; or 

§  (e) matters for which liability cannot be excluded or limited under applicable law. 

13.  Remedies. 

(a) If LOOT reasonably believes the Services might infringe a third party's Intellectual Property Rights, then LOOT may, at its sole option and expense (i) procure the right for Customer to continue using the Services; (ii) modify the Services to make them non-infringing without materially reducing their functionality; or (iii) replace the Services with a non-infringing, functionally equivalent alternative. 

(b) If LOOT does not believe the remedies in Section 13.5(a) are commercially reasonable, then LOOT may Suspend or terminate Customer's use of the impacted Services. If LOOT terminates the impacted Services, then LOOT will provide a pro-rata refund of any unearned Fees actually paid by Customer applicable to the period following termination of such Services. 

13.6 Sole Rights and Obligations. Without affecting any other termination rights of either party, this Section 13 states the parties' sole and exclusive remedy under this Agreement for any third-party allegations of Intellectual Property Rights infringement covered by this Section 13 (Indemnification). 

14. Miscellaneous.

14.1 Notices. Under the Agreement, notices to Customer must be sent to the Notification Email Address and notices to LOOT must be sent to legal@landofopportunitytraining.com. Notice will be treated as received when the email is sent. Customer is responsible for keeping its Notification Email Address current throughout the Term. 

14.2 Emails. The parties may use emails to satisfy written approval and consent requirements under the Agreement. 

14.3 Assignment. Neither party may assign any part of this Agreement without the written consent of the other, except to an Affiliate where (a) the assignee has agreed in writing to be bound by the terms of this Agreement, and (b) the assigning party has notified the other party of the assignment. Any other attempt to assign is void. 

14.4 Change of Control. If a party experiences a change of Control other than as part of an internal restructuring or reorganization (for example, through a stock purchase or sale, merger, or other form of corporate transaction), that party will give written notice to the other party within 30 days after the change of Control. 

14.5 Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war. 

14.6 Subcontracting. LOOT may subcontract obligations under the Agreement but will remain liable to Customer for any subcontracted obligations. 

14.7 No Agency. This Agreement does not create any agency, partnership, or joint venture between the parties. 

14.8 No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement. 

14.9 Severability. If any part of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect. 

14.10 No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does. 

14.11 Equitable Relief. Nothing in this Agreement will limit either party's ability to seek equitable relief. 

14.12 Governing Law. ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY GEORGIA LAW AND WILL BE LITIGATED EXCLUSIVELY IN THE NORTHERN DISTRICT OF GEORGIA FEDERAL COURT OR THE STATE COURTS OF FANNIN COUNTY, GEORGIA, USA. THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS. 

14.13 Amendments. Except as stated in Section 1.4(b) (Modifications: To the Agreement), any amendment to this Agreement after the Effective Date must be in writing, signed by both parties, and expressly state that it is amending this Agreement. 

14.14 Survival. The following Sections will survive expiration or termination of this Agreement: Section 2 (Payment Terms), Section 5 (Intellectual Property Rights; Protection of Customer Data; Feedback; Using Brand Features within the Services), Section 7 (Confidential Information), Section 8.6 (Effect of Termination or Non-Renewal), Section 11 (Disclaimer), Section 12 (Limitation of Liability), Section 13 (Indemnification), and Section 14 (Miscellaneous). 

14.15 Entire Agreement. This Agreement sets out all terms agreed between the parties and terminates and supersedes any and all other agreements between the parties relating to its subject matter, including any prior versions of this Agreement. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly stated in this Agreement. 

14.16 Conflicting Terms. If there is a conflict between the AUP, Order Form and this Agreement, this Agreement will control. 

14.17 Headers. Headings and captions used in the Agreement are for reference purposes only and will not have any effect on the interpretation of the Agreement. 

14.18 Conflicting Languages. If this Agreement is translated into any language other than English, and there is a discrepancy between the English text and the translated text, the English text will govern unless expressly stated otherwise in the translation. 

14.19 Definitions. 

§  "Account" means Customer's LOOT account credentials and correlating access to the Services under this Agreement. 

§  "Admin Account" means a type of End User Account that Customer may use to administer the Services. 

§  "Administrators" mean the Customer-designated personnel who administer the Services to End Users on Customer’s behalf, and have the ability to access Customer Data and End User Accounts. Such access includes the ability to access, monitor, use, modify, withhold, or disclose any data available to End Users associated with their End User Accounts. 

§  "Advertising" means online advertisements displayed by LOOT to End Users, excluding any advertisements Customer expressly chooses to have LOOT or any of its Affiliates display in connection with the Services under a separate agreement. 

§  "Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party. 

§  "AUP" means the then-current acceptable use policy for the Services stated under the tab “Legal” at https://landofopportunitytraining.com. 

§  "BAA" or "Business Associate Agreement" is an amendment to the Agreement covering the handling of Protected Health Information (as defined in HIPAA). 

§  "Billing Start Date" means the date from which LOOT will charge Fees for the Services (if applicable). 

§  "Brand Features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time. 

§  "Confidential Information" means information that one party (or an Affiliate) discloses to the other party under this Agreement, and that is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient. 

§  "Control" means control of greater than 50 percent of the voting rights or equity interests of a party. 

§  “Control Panel” means the online console or dashboard provided by LOOT to Customer for administering the Services. 

§  "Charge" means the charge for the Services as stated in the Order Form. 

§  "Customer Data" means data submitted, stored, sent or received via the Services by Customer or its End Users. 

§  "Domain Email Address" means the email address on the Domain Name for use in connection with the Services. 

§  "Domain Name" means the domain name specified in the Order Form to be used in connection with the Services. 

§  "End Users" means the individuals who are permitted by Customer to use the Services and managed by an Administrator. For clarity, End Users may include employees of Customer Affiliates and other third parties. 

§  "End User Account" means an LOOT-hosted account established by Customer through the Services in order for an End User to use the Services. 

§  "Export Control Laws" means all applicable export and re-export control laws and regulations, including (a) the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, (b) trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, and (c) the International Traffic in Arms Regulations ("ITAR") maintained by the U.S. Department of State. 

§  "Fees" means (a) the product of the amount of the Services used or ordered by Customer multiplied by the Prices (if applicable) or (b) the applicable fees for technical support services, plus any applicable Taxes. 

§  "High Risk Activities" means activities where the use or failure of the Services would reasonably be expected to lead to death, personal injury, or environmental or property damage (such as the creation or operation of nuclear facilities, air traffic control, life support systems, or weaponry). 

§  "HIPAA" means the Health Insurance Portability and Accountability Act of 1996 as it may be amended from time to time, and any regulations issued under it. 

§  "including" means including but not limited to. 

§  "Indemnified Liabilities" means any (i) settlement amounts approved by the indemnifying party and (ii) damages and costs finally awarded against the indemnified party by a court of competent jurisdiction. 

§  "Intellectual Property Rights" means all patent rights, copyrights, trademark rights, rights in trade secrets (if any), design rights, database rights, domain name rights, moral rights, and any other intellectual property rights (registered or unregistered) throughout the world. 

§  "Legal Process" means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, or other valid legal authority, legal procedure, or similar process. 

§  "Liability" means any liability, whether under contract, tort (including negligence), or otherwise, regardless of whether foreseeable or contemplated by the parties. 

§  "Notification Email Address" means the email address(es) designated by Customer in Control Panel. 

§  "Order Form" means an order form executed by Customer, or an order placed by Customer via the LOOT website, in either case specifying the Services LOOT will provide to Customer under the Agreement. 

§  "Order Term" means the period of time starting on the Services Start Date or the renewal date (as applicable) and continuing for the period indicated on the Order Form unless terminated in accordance with this Agreement. If no Order Form applies to the Services, the initial Order Term is the term that begins on the Effective Date and continues for 12 months. 

§  "Prices" means the then-current applicable prices for the Services, unless otherwise agreed in an addendum or Order Form. Prices do not include Taxes. 

§  "Services" means a web-based service that allows End Users to receive online training related to government contracting. 

§  "Services Start Date" means either the start date stated in the Order Form or, if none is specified in the Order Form, the date LOOT makes the Services available to Customer. 

§  "Suspend" or "Suspension" means disabling access to or use of the Services or components of the Services. 

§  "Taxes" means all government-imposed taxes, except for taxes based on LOOT's net income, net worth, asset value, property value, or employment. 

§  "Term" has the meaning stated in Section 8 (Agreement Term) of this Agreement. 

§  "Third-Party Legal Proceeding" means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding). 

§  "Third-Party Offerings" means third-party services, software, products, and other offerings that are not incorporated into the Services. 

15. Region-Specific Terms. Customer agrees to the following modifications to the Agreement if Customer’s billing address is in the applicable region as described below: 

Applicable to Government Institutions only: North America - United States and Latin America (all regions excluding Brazil)