Corporate Client Terms and Conditions

1. Access Codes:

Unique codes provided to, or made available to the Customer, by the Provider that can be used by a Student to obtain a Seat License for the Training.

Each Student shall be responsible for providing the equipment and other incidentals necessary to access and utilize the Training. Provider will provide each Student with the necessary Course Materials and Students shall be required to read, agree to, and comply with all license Agreements governing access to any of the Course Materials prior to accessing the Course Materials. In the event the Provider must provide any physical Course Materials, the Customer shall provider with an address where the Course Materials shall be sent and the number of Students, where applicable, at least seven days in advance of when the Course Materials are needed. All Course Materials are to be considered provided when sent to the address provided by the Customer or to any Student.

The Provider shall provide to the Customer the number of unique codes indicated on the Proposal that can be used by a Student to for the Training indicated on the Proposal and in the case of an On Demand Class for a certain number of continuous days, as set forth on the Proposal as the Access Code Period. During the Term Period, the Customer shall be entitled to distribute a single Access Code to any of its employees to register for the Training and alternatively, the Customer may permit the Provider to use an Access Code to register any of its students for the Training. Once a Student is registered for a course, either by the Student, Customer or Provider, the Access Code Period will begin the earlier of the Student first accessing the Training or 30 days after the Student is registered , whichever occurs first. Once registered, an Access Code may not be assigned to another person except as permitted herein or by the Proposal.

In no case shall the Customer or any employees be permitted to directly or indirectly resell, distribute or otherwise make available to any other person or entity who is not an employee of the Customer. The Customer shall maintain and safeguard the provided Access Codes and shall immediately report to the Provider if it reasonably believes any of the Access Codes are distributed to or are otherwise made available to any person or entity who does not have the right, under these Terms, to use or distribute the Access Codes. The Provider, in its sole discretion, may provide replacements for unused Access Codes, with or without a fee, in the event the Access Codes are lost, stolen or otherwise made available in violation of these Terms. All Access Codes will expire on the End Date provided in the proposal, however any Access Code Period that extends beyond the End Date provided in the proposal shall permit the Student access to the Course Materials until the expiration of the Access Code Period.

The Customer and its Students must agree to abide by all codes of conduct and license agreements covering the Course Materials and Training. The Provider reserves the right to terminate access to any person at any time and for any reason if they violate the license terms provided with the Course Materials or if they fail to meet the definition of a Student. Students who require access to the Course Materials for a period to exceed the Access Code Period shall be required to use another valid Access Code to renew or continue access to the Course Materials. No Students or other person accessing the Course Materials using an Access Code shall be entitled to a pass guarantee or other specials or discounts offered by the Provider, unless indicated in the Proposal.

All Training, Access Codes, goods and services, pricing, and terms provided in the Proposal shall be available to the Customer on the Start Date indicated on the Proposal and shall terminate on the End Date provided in the Proposal, unless otherwise provided in the Terms.

In the event On Site Classes are included in the Proposal, Exhibit A will be attached to these incorporated into these Terms.

1. Payment Terms and Conditions - Customer agrees to pay the Provider the Total Minimum Fee (“Minimum Fee”) for the goods and services detailed on the Proposal, and any future Add-On purchases provided for in the Proposal per the Payment Terms provided for in the Proposal. Provider will invoice the Minimum Fee within 30 days after the acceptance of the Proposal and these Terms and Conditions and then within 30 days upon the issuance of additional Access Codes or providing additional goods or services. Any past due amounts due and owing to the Provider will be charged an 8% annual interest rate and the Customer shall be responsible for all collection costs, including attorney fees, for any collections efforts for amounts remaining due and payable to the Provider after 90 days of the initial bill.

2. Termination for Nonpayment - In the event any invoice remains unpaid after 90 days, the Provider may terminate pricing provided for in the proposal and immediately terminate access to the Course Materials for all Students accessing the Course Materials in conjunction with Access Codes provided under these Terms. In the event of termination, no extensions of any kind will be granted and the Term Period or any continuous access periods shall not be tolled.

The Provider shall not be required to replace any Access Codes, refund any portion of the Minimum Fee or for additional purchases made under the proposal any for any reason, including but not limited to the payment for any Student(s) who cancels or otherwise does not attend all or any part of the Training, for any non-student who accesses the Training using an Access Code, for any Student who is removed from the Training as a result of violations related to the license terms governing the Course Materials and provided to each Student, for any Access Codes that are used by any unauthorized individual, for any unused Access Codes, for any access in violation of these Terms, or for any unutilized goods or services to be provided by the Provider during the provided term period set forth in paragraph 5 of these Terms.

The Provider reserves the right to remove any person from the Training or refuse to admit any person to the Training, if such person is engaged in any activities that causes a disruption to the class and fails to remedy such disruptions if requested by the Provider or its representatives, if the person is recording the Training through visual and/ or audio means, is abusive to the instructor or any other person, or otherwise frustrates the Provider’s ability to conduct the Training or violates the License Agreement provided to each Student by the Provider. The Customer shall not be entitled to a refund or replaced Access Codes or other materials for any removed Student.

1. If required for any Training, Provider shall provide the applicable participants with an evaluation version of its proprietary software to use during a live public or private classroom training for instructional purposes only (the “Training Software”) and such right to use the Training Software shall automatically terminate upon conclusion of the applicable Training. Access to any Training does not entitle any Customer or Student to any other license whatsoever to any of the Provider’s Software.

2. Subject to the Customer’s compliance with these Terms and the full payment of all monies due under these Terms, the Provider grants to Customer a personal, limited, non-assignable, non-exclusive, and non-transferable right, without the right to sublicense, and to use the Course Materials solely for Customer and the Student’s personal training and education.

3. Customer or its Students may not on their own or allow others to copy, reproduce, record, modify, rent, lease, distribute, sell, sublicense, transfer or use in any way except for in accordance with the limited right granted herein the Course Materials, Training, or other goods and services provided with or in conjunction with the Training.

4. Customer or its Students shall not remove or alter any copyright or other proprietary rights notice of the Provider and/or its licensors in or on the Course Materials. All Training, Course Materials and the intellectual property rights associated therewith are and will remain at all times the sole and exclusive property of the Provider and its affiliates and licensors, and Customer or Students have no right, title or interest in or to the Training, Course Materials and/or the intellectual property associated therewith.

Customer acknowledges and agrees that the proposal and the intellectual property associated with the Training, the Course Materials, and any other nonpublic information of a technical or commercial nature concerning the Training and the Course Materials disclosed to Customer or Students in connection with the Training constitute the Provider's proprietary information and trade secrets, and Customer agrees to hold such information in strict confidence, and not disclose or otherwise share the Training or Course Materials or any other confidential information with any third party except as expressly permitted herein.

Disclaimer and Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TRAINING SERVICES, THE COURSE MATERIALS AND THE TRAINING COURSES ARE PROVIDED "AS IS" AND SOLELY FOR EDUCATIONAL PURPOSES.

These Terms shall be governed by the laws of the State of Ohio. Any suit, action or proceeding arising out of or relating to these Terms or the goods and/or services provided (including, without limitation, any non-contractual dispute or claim) will be brought before the federal and state courts located in Franklin County in the State of Ohio and the parties hereby expressly and irrevocably submit to the jurisdiction of such courts for the purpose of any such suit, action, or proceeding.

All notices or other communications to the parties shall be delivered the Provider using the addresses contained above and to the Customer at the address contained in the proposal, unless written notice is given to provide the other party with a new address for the mailing of notices.

In the event of any conflict between the Proposal and these terms and conditions, the terms and conditions shall control.

These Terms constitute the entire agreement between the parties with respect to the Training, and supersedes all prior or contemporaneous agreements and representations, whether verbal or written, pertaining to the Training. These Terms shall also supersede any Customer purchase order or order form.