EXHIBIT A: DEFINITIONS

1. Order Form and Key Agreement Details

   "Order Form"

   means each duly executed order form signed by the Parties. If more than one Order Form is in effect at any time, the terms of each Order Form shall govern the Client Solutions to which the Order Form relates. Termination of one Order Form does not terminate any other Order Form.

   "Effective Date"

   means the date upon which the Agreement takes effect.

   "Initial Term"

   means the initial period in months or years from the Effective Date through the termination of the “Initial Term” as further specified in section 10 of this Agreement.

   "Licensor"

   means Precision Information, LLC the owner of the Financial Fitness Group.

   "Licensee"

   means the organization as listed on the “Licensee” section of the Order Form including only the Licensee Affiliates or Subsidiaries that are listed on the Order Form.

   “Licensee Platform”

   means any online web portal, application or system operated by Client and used to deliver the Client Solution to Eligible Users.

   “Licensee Intellectual Property”

   means logos, trademarks, and other intellectual property, whether or not registered, that is owned or in-licensed by Licensee before or during the term of this Agreement and is made available to Licensor for purposes of this Agreement.

   "Licensee Affiliates"

   means the organization or organizations as listed on the Order Form.

   "Parties"

   means the Licensor and the Licensee.

2. Client Solutions and Professional Services Terms

   "Client Solution(s)"

   means the Client Solution(s) as specified on the Order Form. Specifically, the Client Solutions include any and all intellectual property owned, licensed, or developed by or on behalf of Licensor, including without limitation content, articles, quiz questions, definitions, charts, graphs, images, data, software, online interface, web-based applications, programming code, custom content, customized technology, APIs, Documentation, Encapsulated PostScript (EPS), Microsoft Power Point, Portable Document Format (PDF), the Licensor Platform or other related works of authorship that are made available to the Licensee, as further specified on the applicable Order Form. For any Client Solution used by Licensee or Licensee Affiliate, proper attribution must be included pursuant to this Agreement.

   "Client Solution Name(s)"

   means the name or service name for any particular Client Solution provided to the Licensee pursuant to an Order Form as further defined and described within the Order Form.

   "Delivery Date"

   shall mean the date on which the Licensor delivers to Licensee the Client Solution(s) as specified in the Order Form or any annual update of said Client Solution(s). During the Term, any changes to the Client Solution Delivery Date will be made in writing between the Parties.

   "Documentation"

   means the documentation published by Licensor that describe the features, functions and operation of the Client Solution or its Professional Services provide to Licensee, as it may be updated by Licensor from time to time.

   “Licensee Platform”

   means any online web portal, application or system operated by Client and used to deliver the Client Solution to Eligible Users.

   “Licensee Materials”

   means materials, whether in print, electronic, or any other form or format, that are generated by or on behalf of Licensee that contain any portion of the Client Solution(s) and which are allowed pursuant to provisions of the Order Form. “Licensee Materials” include but are not limited to PowerPoint, PDF documents, internet web pages, reports, spreadsheets, graphs, charts, documents and any other reports or materials. Licensee’s license to the Licensee Materials expires at the end of the Term.

   “Licensor Platform”

   means any online web portal, application or system owned or operated by the Licensor and used to host the Client Solution to Licensee and its Eligible Users.

   “Professional Services”

   means any professional services (if any) provided by Licensor to Licensee, if any, as more fully described in the Order Form and section 3 of the MSA.

3. Permitted Use Details

   "Permitted Use"

   shall be the use specified on the Order Form. Including details about the Eligible Users and Field of Use as specified in the Order Form.

   "Eligible Users"

   means any individual, including but not limited to Administrative Users, whom the Licensee provides or permits to use or have access to the Client Solution as specified in the Order Form.

   "Employees"

   means any employees of the Licensee who the Licensee provides or permits to use or have access to the Client Solution as specified in the Order Form

   "Customers"

   means any customers, clients or members who the Licensee provides or permits to use or have access to the Client Solution as specified in the Order Form.

   "Users of Licensee Platform"

   means any individual or user who the Licensee provides or permits to use or have access to the Client Solution as specified in the Order Form.

   "Administrative User"

   means any individual who the Licensee permits to access or otherwise use the administrative portal of the Client Solution for the purposes of enabling the Licensee to create the Licensee Material. An Administrative User of the Client Solution must be an employee, authorized agent, or contractor of the Licensee, and Licensee is responsible for their actions.

   "Presenter"

   shall mean any individual employee, agent or individual authorized by the Licensee to use, display or distribute the Client Solution in a presentation to one or more people within the Permitted Use.

   "Field of Use"

   means additional details on the Licensee’s Permitted Use as further specified within the Field of Use section of the Order Form.

4. Service Level Definitions for Licensor Platform

   "Downtime"

   means a period of time during which the Service are not fully operational or are not accessible by the Users for reasons unrelated to such Users’ third party software, hardware, or telecommunication or digital transmission failures and related Internet access issues of such Users.

   "Error"

   means any error, malfunction or defect in the Service that prevents it from performing in accordance with the User Guide.

   "Force Majeure Event"

   means, for purposes of Licensor’s Service Level Agreement obligations, any act or event, whether foreseen or unforeseen, that (a) prevents Licensor from either performing any of its obligations under this Agreement or satisfying any of the conditions to the obligations of Licensee under this Agreement, (b) is beyond the reasonable control of Licensor, and (c) Licensor has been unable to avoid or overcome by the exercise of reasonable diligence.

   "Outage"

   means a Downtime that is not a Permitted Unavailability.

   "Permitted Unavailability"

   means a Downtime due to Planned Outages, an Upgrade Release, any changes to or alterations in the Service made pursuant to Licensee’s request, a Force Majeure Event, Internet slow-downs or failures, third party software, hardware, or service failures, or any actions or inactions of Licensee or Licensee’s vendors, service providers, and the like, that prevents, limits, or degrades the availability or use of some or all of the Service.

   "Planned Outages"

   means the period of time during which Licensor conducts standard systems maintenance.

   "Resolve"

   means the provision of (i) a permanent fix to an Error, or (ii) a Workaround.

   "Respond"

   means (i) the appointment of trained personnel to acknowledge a Service Query or Error reported by Licensee, and (ii) the commencement of a technical assessment of the Error.

   "Service Query"

   means questions in the nature of “how to” regarding usability of the Service or interpretation of the User Guide.

   "Support Hours"

   means between the hours 8 am to 6 pm Central Time Monday through Friday, excluding U.S. federal holidays.

   "Workaround"

   means the temporary resolution of an Error that does not materially adversely affect the performance, functionality, compatibility or use of the Service.

   "Upgrade Release"

   means the release of a new version of the Service under a new version number.

   "Service”"

   means Licensor making the Client Solution available to Licensee.

5. Data and Data Processing Definitions

   "Anonymized Data"

   means any anonymized information created by Licensor from the Licensee Data or User Data that does not contain any individually identifiable Personal Information.

   "Licensee Data"

   means User Data and other information and data related to the business of Licensee that is entered into or uploaded to the Client Solution by any Eligible User of Licensee in connection with Licensee’s use of the Client Solution.

   "Personal Information"

   means any information that identifies or could reasonably be used to identify an individual person, including but not limited to names, emails, social security numbers, driver’s license numbers, tax identification numbers, addresses and telephone numbers.

   "Process, Processed or Processing"

   shall mean any operation in relation to Personal Information provided to Licensor (if any) irrespective of the purposes and means applied including, without limitation, access, collection, retention, storage, transfer, disclosure, use, erasure, destruction, and any other operation.

   "Terms of Use"

   as applicable, shall mean any click through or other similar terms applicable to any Eligible User’s use of the Client Solution.

   "Usage Data"

   means any data or information regarding Licensee’s use of the Client Solution that Licensor may collect from the Client Solution(s) by using data capture, syndication, analysis, and other similar tools or otherwise. Usage Data excludes Licensee Data and User Data.

   "User Data"

   means any Personal Information that is entered into or uploaded to the Licensor Platform by the Licensor, Licensee, Administrative Users or Eligible Users.