Business Online Programs Document

Business Online Programs Document

Parties

Recitals

WHEREAS, Provider develops, licenses and delivers online educational and training content, tools, and associated services (the "Programs"); and

WHEREAS, Client desires to obtain access to certain Programs and related services under the terms set forth in this Agreement, and Provider is willing to provide such access pursuant to the terms herein.

NOW, THEREFORE, in consideration of the mutual covenants set forth below and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows.

Scope of Work

Provider will grant Client access to the Program(s) described below, provide any agreed onboarding and support services, and deliver materials and updates as specified. Provider will use commercially reasonable efforts to deliver services in a professional manner consistent with industry standards.

Payment Terms

Client shall pay Provider the fees set forth below in consideration for access to the Programs and performance of services. Unless otherwise agreed in writing, fees are non-refundable except as expressly set forth in this Agreement.

Late payments shall incur a late fee equal to per month on the outstanding balance or the maximum permitted by law, whichever is less. Client is responsible for all collection costs and reasonable attorney fees if payment is not made when due.

Term and Termination

This Agreement commences on and continues until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after written notice.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public information disclosed orally, in writing, or by inspection of tangible objects that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that was rightfully known to the Receiving Party prior to disclosure, becomes publicly available through no fault of the Receiving Party, or is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

The Receiving Party will employ at least the same degree of care in protecting the Disclosing Party’s Confidential Information as it uses to protect its own confidential information, but in no case less than reasonable care. Upon termination or request, the Receiving Party will return or destroy Confidential Information as directed by the Disclosing Party.

Intellectual Property

All intellectual property rights in the Programs, including but not limited to course materials, software, recordings, and methodologies, remain the sole and exclusive property of Provider. Provider grants Client a limited, non-exclusive, non-transferable license to access and use the Programs for Client's internal business purposes for the duration of the Term. Client may not reproduce, distribute, modify, create derivative works from, publicly display, or otherwise exploit the Programs except as expressly permitted in writing by Provider.

Warranties; Disclaimers; Limitation of Liability

Provider warrants that services will be performed in a professional manner consistent with generally accepted industry standards. EXCEPT FOR THE FOREGOING, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Indemnification

Client shall indemnify, defend, and hold harmless Provider and its officers, directors, employees, and agents from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of Client's use of the Programs in violation of this Agreement or applicable law, except to the extent caused by Provider's gross negligence or willful misconduct.

Refunds and Cancellation

Unless otherwise specified in writing, deposits are non-refundable. If Client terminates for convenience prior to access being granted, Provider may retain a proportionate portion of fees to cover administrative costs. Refund eligibility for enrolled courses will be determined in accordance with the payment schedule and any written refund policy agreed between the parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided above or to such other address as a party may designate in writing. Notices shall be deemed effective on delivery if delivered personally, by nationally recognized overnight courier, or three (3) business days after deposit in the mail.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in such state for resolution of disputes.

This Agreement, including any exhibits or attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all of Provider's business.

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