NORTHMARK TERMS OF SERVICE

NORTHMARK PARTNERS LLC

Terms of Service - Professional Services Agreement

Effective Date: February 24, 2026

Last Updated: February 24, 2026

Version 1.0

1. DEFINITIONS

The following terms have the meanings set out below wherever they appear in these Terms:

"Agreement" means these Terms of Service together with any Order, addendum, or policy incorporated by reference.
"Client" means the individual, company, or institution that purchases or registers for Services.
"Content" means all training materials, frameworks, playbooks, slide decks, digital resources, assessments, and other materials provided by Northmark as part of the Services.
"Northmark", "we", "us", or "our" means Northmark Partners LLC, a limited liability company registered in the State of New York.
"Order" means a written engagement letter, statement of work, proposal, or checkout confirmation specifying the Services, fees, and other applicable terms.
"Participant" means any individual who accesses or attends the Services under Client's account or Order.
"Services" means the professional development, consulting, training, coaching, and advisory services provided by Northmark as described in Section 4.
"Subcontractor" means any third party engaged by Northmark to assist in delivering the Services.

2. GOVERNING LAW AND JURISDICTION

These Terms are governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions. Subject to Section 15 (Dispute Resolution), the parties consent to the exclusive jurisdiction of the state and federal courts located in New York County, New York for the resolution of any disputes not subject to arbitration.

Nothing in these Terms limits any statutory rights a Client or Participant may have under the mandatory consumer protection laws of their jurisdiction of residence that cannot be waived by contract, including (without limitation) New York General Business Law § 349 (deceptive practices), California Consumer Legal Remedies Act, or equivalent state statutes. Where such mandatory rights conflict with these Terms, the mandatory rights prevail to the extent of the conflict.

3. ELIGIBILITY AND AUTHORITY

By using the Services, you represent and warrant that:

You are at least 18 years of age (or the applicable age of majority in your jurisdiction), and have full legal capacity to enter into this Agreement;
If purchasing or registering on behalf of a company or other legal entity, you have full authority to bind that entity to these Terms, and the entity accepts these Terms;
All registration and billing information you provide is accurate, current, and complete; and
Your use of the Services will comply with all applicable federal, state, and local laws and regulations.

4. SCOPE OF SERVICES

4.1 Services Offered

Northmark provides professional development services including, as applicable: sales consulting, training delivery, coaching (individual and group), workshops, enablement programs, curriculum design, leadership and manager coaching, program reinforcement, and related professional services (collectively, the "Services").

4.2 Engagement Types

Northmark serves three categories of Client, each subject to the same base Terms unless a section expressly differentiates:

Business-to-Business (B2B): Corporate and organisational clients purchasing Services for their teams or workforce.
Business-to-Consumer / Business-to-Individual (B2C/B2I): Individual consumers purchasing coaching, training, or digital products for personal professional development.
Business-to-Institutional (B2I — Institutional): Government entities, universities, non-profit organisations, and similar institutions. Institutional clients may require additional terms by Order or addendum.

4.3 Order Controls

Your Order may specify scope, deliverables, timing, fees, personnel, and special terms. If an Order expressly conflicts with these Terms, the Order controls solely for that conflict unless the Order states otherwise. No oral representations by Northmark personnel, marketing materials, or proposals outside a signed Order form part of this Agreement.

4.4 Subcontractors

Northmark may engage Subcontractors to deliver or assist in delivering the Services. Northmark remains fully responsible for the performance of Subcontractors and their compliance with these Terms, including confidentiality and IP obligations. Northmark will not disclose Client Confidential Information to Subcontractors beyond what is necessary to perform the Services.

4.5 No Outcome Guarantees

Northmark provides professional development services. We do not guarantee specific commercial outcomes — including revenue growth, quota attainment, hiring, promotion, investment returns, or employment placement — unless expressly warranted in a signed Order. Testimonials and case studies on Northmark's website reflect individual results and are not representative of typical outcomes.

5. CLIENT AND PARTICIPANT RESPONSIBILITIES

Client agrees to:

Provide accurate information including registration details, billing details, and Participant lists;
Ensure Participants behave professionally and comply with these Terms and Northmark's programme conduct standards (Section 12);
Provide timely access to relevant systems, data, stakeholders, and scheduling availability where required for delivery;
Maintain appropriate internal policies and compliance obligations for its team, including HR, legal, regulatory, and industry-specific rules;
Ensure Participants complete any prerequisite materials or pre-work specified in the Order; and
Promptly notify Northmark of any changes to authorised Participant lists.

Northmark may suspend or limit access if reasonably necessary to prevent misuse, protect Confidential Information, or maintain a safe learning environment.

6. SCHEDULING, DELIVERY, AND PROGRAMME LOGISTICS

6.1 Scheduling Confirmation

Dates are reserved when Northmark confirms in writing. Unless the Order states otherwise, training and coaching may be delivered remotely or on-site as agreed. For on-site delivery, Client is responsible for a suitable venue including AV/internet access, seating, and reasonable facilities.

6.2 Rescheduling by Client

Because Northmark allocates facilitator and coaching capacity in advance, the following rescheduling policy applies unless the Order states otherwise:

14 or more days' notice: Rescheduling permitted without fee, subject to availability.
7–13 days' notice: Rescheduling fee of 25% of the affected session fee applies.
Fewer than 7 days' notice or no-show: The session is treated as delivered and is forfeited with no credit or refund.

Northmark may, in its reasonable discretion, waive rescheduling fees in documented emergency circumstances.

6.3 Rescheduling by Northmark

If Northmark must reschedule a session (due to facilitator illness, travel disruption, force majeure, or other cause), Northmark will provide prompt written notice and offer alternative dates with commercially reasonable continuity of delivery. Remote delivery may be substituted for on-site delivery where feasible.

6.4 Session Recordings

If any session is to be recorded, Northmark will provide written or verbal notice at the start of the session. In states requiring all-party consent for recording (including California, Illinois, Washington, Florida, Maryland, Michigan, Montana, Nevada, New Hampshire, Oregon, and Pennsylvania), Northmark will obtain express consent from Participants before recording commences. Recordings are subject to Northmark's Privacy Policy.

7. FEES, PAYMENT, TAXES, AND COLLECTION

7.1 Fees

Fees are as stated in the Order. Unless otherwise stated, fees are exclusive of applicable taxes, duties, and third-party costs (such as travel and venue expenses). All fees are denominated in United States Dollars (USD).

7.2 Payment Terms

Unless otherwise stated in the Order: invoices are due within 14 days of the invoice date. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Client is responsible for reasonable costs of collection, including attorneys' fees, to the extent permitted by law.

7.3 Payment Methods

Northmark accepts payment via card-not-present invoice links, ACH bank transfer, and wire transfer. Card payments are processed through Northmark's authorised payment processor. Clients enrolling via payment link will receive a secure invoice by email. Services commence within 2 business days of payment confirmation, as confirmed in writing by Northmark.

7.4 Taxes

Client is responsible for all applicable sales tax, use tax, value-added tax (VAT), goods and services tax (GST), or similar taxes arising from the purchase of Services, except for taxes based on Northmark's net income.

7.5 On-Site and Travel Expenses

Where on-site delivery is included in the Order, Client will reimburse Northmark for pre-approved travel expenses (airfare, lodging, ground transport, and per diem) per the Order or Northmark's standard travel policy, provided such expenses are reasonable and documented.

7.6 Payment Disputes and Chargebacks

Before initiating a chargeback or payment dispute with a financial institution, Client agrees to notify Northmark in writing at support@northmark.net and allow 10 business days to attempt resolution. Chargebacks that are not supported by good faith dispute will be treated as non-payment and may result in immediate suspension of Services. Nothing in this section limits any statutory chargeback rights of individual consumers.

8. REFUND POLICY AND SERVICE GUARANTEE

8.1 General Policy — All Sales Final

All purchases are final. Northmark does not offer refunds for Services — including coaching, training, workshops, digital products, downloads, or subscriptions — except (a) where expressly required by applicable law, (b) as provided in the Service Guarantee below, or (c) where Northmark terminates the engagement without cause prior to delivery.

8.2 Northmark Service Guarantee (Make-Good Remedy)

Northmark guarantees: (a) delivery of Services materially as described in the Order; (b) professional facilitation and coaching standards; and (c) Content quality consistent with Northmark's published methodology. If you reasonably believe Northmark has not met the above standard, you must notify Northmark in writing within 14 days of the relevant session or deliverable. Northmark will review the claim in good faith and, if validated, will provide one of the following remedies at Northmark's election: re-performance, replacement of equivalent session, or service credit up to fees paid for the deficient portion.

8.3 Northmark-Initiated Cancellation

If Northmark cancels a confirmed session or engagement without cause and cannot reschedule within 30 days, Client is entitled to a pro-rata refund of fees paid for the undelivered portion.

8.4 Client Termination for Convenience

A Client may terminate an ongoing engagement for convenience with 30 days' written notice. Upon such termination: (a) Client owes fees for all Services delivered and for any non-cancellable costs Northmark has incurred; (b) pre-paid fees for undelivered Services will be credited as a service credit toward future Services, or refunded at Northmark's discretion for B2C/B2I Clients with demonstrated financial hardship.

8.5 Subscription and Auto-Renewal Disclosures

If your Order includes a subscription or automatically renewing programme, the following disclosures apply:

The subscription period, renewal frequency, and fees will be stated clearly in the Order prior to purchase;
Your programme will automatically renew unless you cancel at least 3 business days before the renewal date;
You will receive a written renewal reminder at least 7 days before monthly/quarterly renewals and 30 days before annual renewals;
To cancel: email support@northmark.net with subject line 'Cancellation Request', or call +1 (332) 239-7391 during business hours (Monday–Friday, 9:00 AM–5:00 PM ET);
Following cancellation, access continues through the end of the current paid period; no refund is issued for partial periods except where required by law.

For California residents: these auto-renewal terms comply with California's Automatic Renewal Law (Business & Professions Code § 17600 et seq.) as amended effective July 1, 2025.

9. INTELLECTUAL PROPERTY AND LICENCE

9.1 Northmark Ownership

Northmark retains all right, title, and interest in and to the Services and Content, including all patents, copyrights, trademarks, trade secrets, and other intellectual property rights worldwide. No rights are granted except as expressly stated in this Agreement.

9.2 Limited Licence to Client and Participants

Subject to payment in full and compliance with this Agreement, Northmark grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Content solely for Client's internal business purposes or personal professional development during the access period stated in the Order.

9.3 Prohibited Uses

Client may not copy, reproduce, distribute, sublicense, sell, reverse engineer, or use the Content to develop competing products or services. Client may not share login credentials with unregistered individuals.

9.4 Client Materials

If Client provides materials, data, or information to Northmark to perform the Services, Client grants Northmark a limited licence to use such materials solely to perform the Services. Northmark will treat Client Materials as Confidential Information.

10. CONFIDENTIALITY

10.1 Confidential Information

"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. This includes business plans, pricing, financial data, coaching session notes, assessment results, playbooks, and programme materials.

10.2 Obligations

Each party will protect the other's Confidential Information with at least reasonable care, use it only to perform or receive the Services, and disclose it only to personnel with a legitimate need to know who are bound by written confidentiality obligations.

10.3 Duration

Confidentiality obligations survive termination of this Agreement for three (3) years for general Confidential Information and indefinitely for trade secrets.

10.4 Compelled Disclosure

A party may disclose Confidential Information if required by applicable law or court order, provided it gives the other party prompt written notice (to the extent legally permitted) and cooperates in seeking protective measures.

11. PRIVACY AND DATA PROTECTION

11.1 Privacy Policy

Northmark's collection, use, and sharing of personal data is governed by Northmark's Privacy Policy, available at northmark.net/privacy-data-protection, which is incorporated by reference.

11.2 State Privacy Law Compliance

Northmark complies with applicable U.S. state privacy laws, including the California Consumer Privacy Act / California Privacy Rights Act (CCPA/CPRA), the New York SHIELD Act, and equivalent laws in Virginia, Colorado, Texas, and other applicable states. Clients and Participants have the right to know, delete, correct, and opt out of sale/sharing of their personal data. To exercise these rights, contact privacy@northmark.net.

11.3 Data Processing Addendum

B2B and Institutional Clients subject to CCPA/CPRA or other applicable data protection law may request a Data Processing Addendum (DPA) by contacting legal@northmark.net.

12. PROGRAMME CONDUCT AND COMMUNITY STANDARDS

All Participants must conduct themselves professionally. The following are prohibited: harassment or discrimination based on any protected characteristic; unauthorised recording of sessions; distributing Northmark Content outside the scope of the licence; disruptive behaviour; and any use of Services for unlawful purposes.

Northmark reserves the right to remove any Participant from a session or programme for violations of these standards, without refund. Client remains liable for fees for removed Participants.

12.1 Accessibility and Accommodations

Northmark is committed to providing accessible services. Participants requiring disability accommodations under the Americans with Disabilities Act (ADA) or applicable state law should notify Northmark at least 10 business days before a session. Northmark will make reasonable accommodations at no additional cost.

13. DISCLAIMER OF WARRANTIES

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." NORTHMARK EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Northmark does not warrant that the Services will be uninterrupted, error-free, or that specific commercial outcomes will be achieved. Nothing in this Section limits implied warranty rights that cannot be excluded under applicable mandatory consumer protection law.

14. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (a) NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; AND (b) NORTHMARK'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED THE TOTAL FEES PAID BY CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. The following are excluded from the liability cap: death or personal injury caused by negligence; fraud or wilful misconduct; indemnification obligations under Section 16; and breach of confidentiality under Section 10.

15. DISPUTE RESOLUTION

15.1 Informal Resolution

Before initiating formal legal proceedings, the parties agree to attempt good faith resolution through direct negotiation for 30 days from written notice of the dispute.

15.2 Binding Arbitration (B2B and Institutional Clients)

For B2B and Institutional Clients, unresolved disputes will be resolved by binding arbitration administered by JAMS pursuant to its applicable Rules, with one arbitrator, conducted in New York County, New York (or remotely if agreed). B2B and Institutional Clients waive the right to class action and jury trial for disputes subject to this Section.

15.3 Court Proceedings (B2C/B2I Individual Clients)

For individual consumer Clients, Northmark does not require mandatory arbitration or class action waivers. Individual consumers may bring disputes in any court of competent jurisdiction, including small claims court.

15.4 Injunctive Relief

Either party may seek emergency injunctive or equitable relief from a court of competent jurisdiction to prevent actual or threatened infringement of intellectual property rights or breach of confidentiality obligations.

16. INDEMNIFICATION

16.1 Client Indemnification of Northmark

Client agrees to defend, indemnify, and hold harmless Northmark from third-party claims arising out of: (a) Client's or Participants' misuse of the Services; (b) Client's violation of these Terms; (c) infringement from Client Materials; or (d) Client's business practices.

16.2 Northmark Indemnification of Client (B2B/Institutional)

Northmark agrees to defend, indemnify, and hold harmless B2B and Institutional Clients from third-party claims that the Content or Services, as delivered, infringe a valid U.S. copyright, trademark, or patent, subject to standard conditions of notice and cooperation.

16.3 Insurance

Northmark maintains commercial general liability insurance and professional liability (errors and omissions) insurance at levels customary for professional services firms of Northmark's size and service type. Evidence of insurance is available upon written request.

17. TERMINATION AND SUSPENSION

17.1 Termination for Cause by Northmark

Northmark may suspend or terminate access immediately upon written notice if Client: (a) fails to pay and does not cure within 10 business days; (b) materially infringes Northmark IP; (c) materially breaches confidentiality obligations; or (d) materially misuses the Services.

17.2 Termination for Cause by Client

Client may terminate immediately upon written notice if Northmark materially breaches its obligations and fails to cure within 30 days. Northmark will refund pre-paid fees for undelivered Services.

17.3 Termination for Convenience

Either party may terminate an ongoing engagement for convenience upon 30 days' written notice, subject to the payment and credit terms in Section 8.4.

17.4 Effect of Termination

Upon termination: (a) all licences terminate immediately; (b) Client must cease use of and delete all Content within 30 days; and (c) Sections 9, 10, 11, 13, 14, 15, 16, and 17.4 survive.

18. MARKETING, TESTIMONIALS, AND FTC COMPLIANCE

Northmark complies with the FTC's Guides Concerning Endorsements and Testimonials (16 C.F.R. Part 255). Any testimonial where the endorser received compensation will include a clear disclosure. Northmark does not purchase, fabricate, or suppress reviews. Testimonials reflect individual experiences and are not representative of typical outcomes.

19. ELECTRONIC COMMUNICATIONS AND SIGNATURES

In accordance with the ESIGN Act (15 U.S.C. § 7001 et seq.) and UETA as adopted in New York: electronic signatures and click-wrap acceptance are legally binding; electronic records satisfy any legal writing requirement; and you consent to receive legal notices and programme communications electronically.

20. FORCE MAJEURE

Neither party will be in breach for delay or failure caused by circumstances beyond reasonable control, including natural disasters, pandemics, acts of government, war, terrorism, or internet infrastructure disruptions. If a Force Majeure Event prevents Northmark from delivering Services for more than 60 consecutive days, Client may terminate the affected portion and receive a pro-rata refund of pre-paid fees.

21. COPYRIGHT COMPLAINTS (DMCA)

To submit a DMCA notice, provide written notice to Northmark's designated agent including: identification of the copyrighted work; identification of the allegedly infringing material; your contact information; a good faith belief statement; and a perjury declaration.

DMCA Agent

Northmark Partners LLC — Legal Department

Email

admin@northmark.net

Post

Northmark Partners LLC, 30 N Gould St Ste N, Sheridan, WY 82801

Northmark's DMCA registered agent is listed with the U.S. Copyright Office in accordance with 17 U.S.C. § 512(c)(2).

22. CHANGES TO THESE TERMS

Northmark may update these Terms periodically. For material changes, Northmark will provide at least 14 days' advance notice by posting updated Terms with a new "Last Updated" date and sending email notice to the address on file. For B2C/B2I Individual Clients: material changes will not apply retroactively to Services already purchased.

23. GENERAL PROVISIONS

These Terms constitute the entire agreement between the parties regarding the Services and supersede all prior agreements and representations. If any provision is found unenforceable, the remaining provisions continue in full force. Northmark's failure to enforce any right is not a waiver. Northmark may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Client may not assign this Agreement without Northmark's prior written consent.

24. CONTACT AND NOTICES

All legal notices under this Agreement must be in writing. Notices to Northmark must be addressed to:

Legal Name

Northmark Partners LLC

Registered Office Post Address

30 N Gould St Ste N, Sheridan, WY 82801

Email

Admin@northmark.net

Support

support@northmark.net

Phone

+1 (332) 239-7391

Business Hours

Monday–Friday, 9:00 AM – 5:00 PM ET