This Lorman Training Services Agreement (“Agreement”) is entered into by and between Lorman Business Center, LLC d/b/a Lorman Education Services (“Lorman” or “us”), and the purchaser of the Services described herein (“Customer”), and sets forth the general terms and conditions under which Lorman and Customer agree for Lorman to provide the Services, as described below. References herein to “you” shall be deemed references to Customer or a Participant (defined below), as appropriate.

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT CONTAINS CONTRACTUAL TERMS REGARDING YOUR RIGHTS TO USE THE LORMAN SERVICES AND SOFTWARE, RESTRICTIONS ON RIGHTS YOU CAN ENFORCE AGAINST LORMAN, AND LIMITATIONS OF LORMAN’S LIABILITY. THE TERMS HEREOF ARE SUBJECT TO CHANGE FROM TIME TO TIME, WITH ANY CHANGES INCORPORATED INTO THE VERSION OF THIS AGREEMENT POSTED TO THIS SITE. ANY USE OF ANY LORMAN SERVICES AND/OR SOFTWARE BY YOU AFTER SUCH CHANGES ARE SO POSTED SHALL BE DEEMED YOUR AGREEMENT TO SUCH CHANGES.

The parties agree as follows:

1   SERVICES AND SOFTWARE; MEMBERSHIPS

1.1   This Agreement applies to Customer’s purchase of and Customer’s and each Participant’s (defined below) use of any Lorman-provided training services and/or software identified as such in the applicable Ordering Document (“Services”). Lorman provides both website-based training programs (“Lorman Online”) as well as instructor-led in-person training programs (“Lorman Onsite”), along with certain related software platforms, to Customer and Customer’s employees/representatives authorized to access and use the Services as permitted hereunder (each, a “Participant”). Customer shall at all times be responsible for use of the Services by Customer or its Participants. Lorman Online is an Internet service for delivering comprehensive training management, content delivery, knowledge assessments and reporting solutions to companies and their employees and representatives. Lorman Online courses include technical skills and job safety training, knowledge assessment, centralized training management, and reporting. Each Ordering Document for Lorman Onsite shall specify, as applicable, the Days, Course, Description, Number of attendees, Price and other terms and conditions as set forth in the Ordering Document, in addition to the terms and conditions set forth herein. Lorman shall have the final and sole responsibility for Instructor personnel placement.

1.2   Lorman’s All-Access Pass is a subscription-based service provided by Lorman that allows Participants access to the complete library of Lorman Online training courses (“Courses”) and Training Products for the term of the subscription. Any live webinars held outside of the subscription term are subject to full price tuition and not included in the All-Access Pass. All-Access Passes are granted as an individual single Participant license for any Training Products. “Training Products” include, but are not limited to, live webinars, seminars, OnDemand webinars, slide decks, videos, CD & manual packages, manuals, electronic manuals, podcasts and any other pass-only content. Training Products cannot be copied, reprinted, reposted, resold or distributed to another party. No certificate of completion credit will be given to anyone other than the registered All-Access Pass holder.

1.3   Each purchased Course or All-Access Pass subscription shall be subject to the terms and conditions set forth in the Ordering Document (defined below), in addition to this Agreement, and shall apply to Customers and Participants. Customers are also able to purchase access to certain individual Lorman Onsite courses. Circumstances may arise that are beyond Lorman’s control, and it may be necessary from time to time for Lorman to change/cancel Course dates, Course materials, and venues from those published on our Site. Any cancellations by you shall be governed by Lorman’s Cancellation Policy.

1.4  You can order Lorman Services by either ordering from the website or contacting Lorman directly to register or request a Quote, for which a Lorman sales representative will contact you. Your Order will be confirmed to you in an Ordering Document setting forth the applicable terms, which you will need to agree to in order to complete your purchase. For purposes hereof, “Ordering Document” shall mean, as applicable, a statement of work, “Verify Cart” screen (for online purchases), confirmation email, purchase order, proposal, invoice or other ordering document agreed to by the parties that details the relationship of the parties with regard to memberships, Participants, courses, seminars, webinars, software or other resources, which Ordering Document shall reference this Agreement and state the pertinent engagement parameters and pricing. If you purchase Services for other Participants, you will be required to provide to Lorman certain information regarding such Participants. You represent and warrant that you have the right to provide such Participant information to Lorman.

1.5   The terms of this Agreement also apply to the Lorman Professional Directory Listing service, which is a subscription-based service provided by Lorman. Your Professional Directory Listing provides you access to data about your Listing. During the Term of your Listing, you will be allowed to access any and all available data through your Listing dashboard. By becoming a Professional Directory Listing member (“Member”), you agree with this Agreement and Lorman’s Privacy Policy. The Member hereby grants to Lorman and its affiliates a royalty-free, worldwide, perpetual, nonexclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any Member Content attached to the Listing throughout the world in any media. This license includes the right to reproduce your Listing and Member Content, including name, profile content, and photograph. The Professional Directory includes interactive areas in which the Member may post content and information (collectively, “Member Content”). The Member retains all rights in, and is solely responsible for, the Member content and any other information the Member posts to the Professional Directory. It is the responsibility of professionals and firms to ensure that any information or advertisements they post or place on the Site and any communications they may have with prospective clients through the Professional Directory platform, fully complies with all applicable laws. If you believe that any material on the Professional Directory infringes upon any copyright which you own or control, you can file a DMCA Notice of Alleged Infringement as provided in our Privacy Policy. Lorman reserves the right to remove or modify any Member Content or information for any reason, including content that we believe violates this Agreement or our policies. Your membership (“Membership”) for the Lorman All-Access Pass or the Professional Directory Listing is for each Participant’s use only.

1.6   You agree that you will not disclose your Password to any other person or in any way share or transfer access provided by your All-Access Pass credentials to anyone else. You agree that you will not permit access to the Services through a single User Name and Password to multiple users. You are responsible for the safeguarding and security of your User Name and Password. Lorman has the right to terminate your access to Services without refund or other compensation if you allow another person to use your credentials or otherwise breach this Agreement. Pass holder benefits are non-transferable. If you transfer pass holder benefits to another person including, but not limited to, free registrations, continuing education credit requests, registrations, and product discounts, you may be subject to your All-Access Pass being terminated without refund.

1.7   Any contact information you provide about you or a Participant may be used in accordance with our Privacy Policy, which also allows you to manage your email subscription preferences. Lorman reserves the right to (a) refuse any application for any Membership hereunder at its sole discretion without any reason; (b) add or remove Membership benefits at any time, at its sole discretion, and (c) change the Membership terms and conditions from time to time at its sole discretion and will provide notice to the Member of such changes. Lorman does not guarantee 100% availability of the website and materials since outages (whether due to Lorman’s services or somewhere between the servers and the pass holder’s location) could occur. Throughout your Membership term, you may receive information about a change in terms or features or account balance information regarding your Membership.

2   TERM AND TERMINATION

2.1   Term. Each Ordering Document begins on the “Effective Date” as stated therein, and, unless terminated as provided in this Agreement, continues in accordance with its terms. If the applicable Ordering Document does not provide for any specified term, then the term of such Ordering Document shall be the Term (defined below). Your Lorman All-Access Pass and/or your Professional Directory listing membership, as applicable, will renew automatically at the end of each Term unless you provide Lorman written notice of non-renewal at least thirty (30) days in advance of such expiration of the then-current Term at [email protected]. If you choose to not renew your Professional Directory listing membership, your Listing may be removed, and access to any and all data will be removed from your Listing dashboard. This Agreement, as may be amended from time to time as provided herein, shall continue in remain in effect for the duration of your All-Access Pass and/or Professional Listing Directory (or any Ordering Document remains in effect) (“Term”).

2.2   Termination for Cause; Effect of Termination or Expiration. Each party shall notify the other in writing in case of the other’s alleged violation of a material provision of this Agreement or the applicable Ordering Document. The recipient shall have, except to the extent specifically provided otherwise in the applicable Ordering Document, thirty (30) calendar days from the date of receipt of such notice to effect a cure such violation (the “Cure Period”). If the recipient of such notice fails to effect such cure within the Cure Period, then the sender of such notice shall have the option of terminating this Agreement and all Ordering Documents hereunder by sending a written notice of termination, which notice shall take effect upon receipt, and such sender shall thereafter have such remedies as are provided at law, in this Agreement and the applicable Ordering Document. In the event that any party to this Agreement ceases to conduct business in the ordinary course, becomes insolvent, files for bankruptcy protection or similar relief or makes an assignment for the benefit of its creditors, or has a receiver appointed for its assets, then the other party may at its option terminate this Agreement by written notice. Upon termination or expiration of this Agreement, (i) all amounts owed to Lorman or accrued by Lorman for the work performed under any Ordering Document shall become due and payable on the effective date of such termination, (ii) all rights and licenses granted to Customer by Lorman shall immediately terminate. Any provision of this Agreement or Ordering Document that by its very nature or context is intended to survive any termination, cancellation or expiration hereof or thereof, including without limitation confidentiality and indemnification provisions, shall so survive.

3   PROPRIETARY RIGHTS

3.1   Proprietary Rights. All patents, copyrights, trade secrets, methodologies, ideas, inventions, concepts, know-how, techniques or other intellectual property developed or provided by Lorman or its speakers including, except as specifically set forth in a Ordering Document, all written reports, analyses, course materials (“Course Materials”), student or corporate client lists, and other working papers delivered by Lorman to Customer in the performance of Lorman’s obligations under any Ordering Document for Services (“Work Product”) are and remain Lorman property (“Lorman Proprietary Rights”). Subject to Customer’s payment in full for the fees hereunder, Customer (and each Participant, as applicable, is granted a non-exclusive, nontransferable, non-assignable, limited license during the Term to use such Lorman Proprietary Rights internally for the purpose for which the Work Product was provided, and to participate in any live or on demand course, and access and use the related Course Materials solely in connection with the Course. Except as specifically set forth herein, no right is granted for Participant to use or market the Course Materials with any trademark or label not provided or expressly approved by Lorman, create any derivatives or modifications of the Course Materials (except for Participant’s creation of Lorman-approved translations in its sole and absolute discretion, or reproduce, sell, distribute, give away, or provide access to the Course Materials in any manner except as specifically authorized herein. Nothing herein shall preclude Lorman from developing, using or marketing services or materials that are similar or related to such Work Product to or for other parties.

3.2   Title. Title to the Course Materials (including any translations thereof) and any portion thereof is retained by Lorman or its licensors or suppliers and is furnished hereunder on a licensed basis. Customer acknowledges and agrees that Customer is responsible for its Participant’s use of the Course Materials and shall remain liable to Lorman for any breach of the terms hereof by any Participant as if such breach was committed by Customer.

3.3   Customer Furnished Materials and Use. Any tangible materials owned and furnished by Customer for use by Lorman hereunder remain Customer property. Customer represents and warrants that Customer owns all rights in, or has a right to sublicense the use of, any such materials provided to Lorman, and such materials do not infringe the rights of any third party and does not contain libelous or defamatory statements. Customer shall defend at its expense, and indemnify Lorman against any costs and any award or settlement of damages resulting from (i) use by Customer of the Lorman Online website or Lorman Onsite instruction, and (ii) any claim that any materials or data provided by Customer to Lorman (for use on the Lorman Online website or Lorman Onsite content or otherwise) infringes or misappropriates the intellectual property rights of any third party.

3.4   License. In the event any license is granted by Lorman to Customer to use software in conjunction with a Ordering Document (a “License”), such License shall consist solely of a nonexclusive, nontransferable and non-sublicensable right to use such software during the applicable term only in direct connection with the applicable Ordering Document. The term of the License shall start on delivery of the software and expire as set forth in the applicable Ordering Document.

4   INVOICING AND PAYMENT

4.1   Fees. The Membership fee will be the amount agreed to at the time of enrollment, and will remain unchanged during the initial term of your All-Access Pass Membership. Thereafter, Lorman has the right to increase or decrease any such fee for the renewal term by providing you notice of such increase or decrease at least 30 days prior to the effective date of such change. For any other Services, the applicable fee(s) shall be reflected in the Ordering Document, but is subject to change until the Ordering Document is accepted by you and Lorman.

4.2   Payment. . Lorman shall submit invoices for fees and reimbursable costs and expenses and be paid in the manner specified in the applicable Ordering Document. If your subscription or membership is automatically renewed pursuant to Section 2.1 above, you hereby authorize Lorman to charge the applicable fees to the credit card you used to initially pay for your subscription or, if you initially paid pursuant to an invoice, Lorman will generate and send you an invoice for the renewal term, which you agree to pay. Except to the extent otherwise provided in the applicable Ordering Document, all Lorman invoices are payable net 30 days. All amounts are due in United States Dollars. Customer shall also pay all related taxes and withholdings, except for those taxes based on Lorman’s employees or net income.

4.3   Cancellation and Refunds. Cancellations and refunds shall be handled in accordance with Lorman’s Cancellation Policy, or as otherwise mutually agreed between the parties.

5   WARRANTY

5.1   Lorman Warranty. Lorman represents and warrants that it shall perform Services in a workmanlike manner in accordance with the Ordering Documents and generally accepted industry standards. Customer must notify Lorman of any failure to so perform within ten (10) days after the date on which such failure first occurs. Lorman’s entire liability and Customer’s sole remedy for Lorman’s failure to so perform shall be for Lorman to, at its option, (i) use reasonable effects to correct such failure, and/or (ii) terminate the applicable Ordering Document and refund any fees received that correspond to such failure to perform.

5.2   Disclaimer and Exclusions. Lorman shall have no responsibility or liability for failures of the Services due to events beyond Lorman’s control including, without limitation, the following events: (a) failures due to communications circuits, or any other circuit provided by third party vendors; (b) the inability of Customer to access a Lorman gateway router due to ISP problems or any other failure not caused by the Lorman gateway router; (c) failures caused by application, operating system, communication software, or hardware installed on customer equipment or facilities (including, but not limited to, web browsers, proxy servers, or firewalls); (d) failures due to use of unsupported browsers by Customer or its users; and (e) failures due to acts of God or nature or malicious acts of anyone other than Lorman employees. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 5.2, LORMAN PROVIDES SERVICES “AS IS” AND MAKES NO OTHER EXPRESS WARRANTIES, WRITTEN OR ORAL, AND ALL OTHER WARRANTIES ARE SPECIFICALLY EXCLUDED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE.

6   INDEMNIFICATION

6.1   By Customer. Customer shall, in addition to the provisions of Section 3.3, defend, indemnify and hold Lorman harmless against any losses, damages, costs, fees (including reasonable legal fees) and expenses incurred by and/or awarded against Lorman as a result of or in connection with (i) any claim by any Participant relating to or arising from Lorman Online or Lorman Onsite course materials, (ii) any modification by Customer or any Participant to the Lorman Online or Lorman Onsite course materials, and (iii) any breach or violation by Customer or any Participant of the representations, warranties, covenants and terms of this Agreement and any related Ordering Document. Customer represents, warrants and covenants to Lorman that: (i) it has the full right, power and authority to execute, deliver and perform under this Agreement, (ii) the person executing this Agreement is duly authorized by Customer, and (iii) this Agreement constitutes a legal, valid and binding obligation of Customer.

6.2   By Lorman. Lorman shall defend Customer against any third party claim that a Work Product or Service provided hereunder or Customer’s use thereof infringes a U.S. patent or copyright and pay the resulting damages and costs finally awarded against Customer by a court of competent jurisdiction; provided Customer (i) notifies Lorman promptly in writing of such claim, (ii) grants Lorman sole control over the defense and settlement thereof, and (iii) reasonably cooperates in response to a Lorman request for assistance. Should any Work Product or Service become, or in Lorman’s opinion be likely to become, the subject of such a claim, Lorman shall, at its option and expense, (a) procure for Customer the right to make continued use thereof, (b) replace or modify such so that it becomes non-infringing, or (c) request return of the Work Product and upon receipt thereof refund the price paid by Customer, less straight-line depreciation based on a five (5) year useful life or discontinue the Service and refund the portion of any prepaid Service fee that corresponds to the period of Service discontinuation. Lorman shall have no liability to the extent the alleged infringement is based on (1) combination with non-Lorman approved products, (2) use for a purpose or in a manner for which the Work Product was not approved, (3) any modification not made with Lorman’s written approval, (4) any modifications made by Lorman pursuant to Customer’s specific instructions, or (5) any intellectual property right owned or licensed (other than hereunder) by Customer. THIS SECTION STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND LORMAN’S ENTIRE LIABILITY FOR INFRINGEMENT CLAIMS.

7   LIMITATIONS OF LIABILITY

7.1   THE TOTAL LIABILITY OF LORMAN AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM WHATSOEVER, INCLUDING BUT NOT LIMITED TO CLAIMS BASED UPON CONTRACT, WARRANTY, NEGLIGENCE, OR STRICT LIABILITY IN TORT, THAT ARISES OUT OF OR IN CONNECTION WITH SERVICES PROVIDED HEREUNDER, SHALL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY LORMAN’S SOLE NEGLIGENCE IN AN AMOUNT NOT TO EXCEED THE PRICE PAID BY CUSTOMER TO LORMAN FOR THE SPECIFIC SERVICE FROM WHICH SUCH CLAIM ARISES. NEITHER PARTY SHALL (A) EXCEPT FOR INDEMNITY OBLIGATIONS HEREUNDER OR A BREACH OF SECTION 3 ABOVE, HAVE LIABILITY TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUES, DATA AND/OR USE), EVEN IF ADVISED OF THE POSSIBILITY THEREOF; OR (B) BRING ANY CLAIM BASED ON PRODUCT OR SERVICE PROVIDED HEREUNDER MORE THAN EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. CERTAIN STATE LAWS DO NOT ALLOW EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, OR LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.

7.2   FOR NEW JERSEY RESIDENTS, TO THE EXTENT ANY TERM HEREOF IS SUBJECT TO THE NEW JERSEY TRUTH-IN-CONSUMER CONTRACT, WARRANTY AND NOTICE ACT (“TCCWNA”) AND SUCH TERM, IF ENFORCED AS PROVIDED HEREIN, IS CONTRARY TO OR VIOLATIVE OF ANY CLEARLY ESTABLISHED RIGHT CUSTOMER HAS UNDER STATE OR FEDERAL LAW, SUCH OFFENDING TERM(S) SHALL BE DEEMED OMITTED FROM THIS AGREEMENT, AND CUSTOMER’S AGREEMENT TO THIS AGREEMENT DOES NOT AND WILL NOT IN ANY WAY CONSTITUTE A WAIVER OF CUSTOMER’S RIGHTS UNDER THE TCCWNA.

8   GENERAL

8.1   Entire Agreement. The terms contained in this Agreement and each related Ordering Documents constitutes the entire agreement between the parties with respect to the subject matter hereof and thereof and shall supersede all prior communications and agreements, either oral or written. No modification or amendment hereto, nor any waiver of any rights, shall be effective unless assented to in writing by both parties which writing specifically references this Agreement. In the event of any conflict or inconsistency between this Agreement and any Ordering Document, this Agreement shall control. The provisions of this Agreement and any related Ordering Documents shall supersede and govern to the extent of any conflict or inconsistency with any purchase order or terms and conditions of sale of Customer. Each party shall not, and shall not authorize or assist another to, originate or produce any written publicity, news release, marketing collateral or other publication or public announcement, relating in any way to this Agreement, without the prior written approval of the other, which approval shall not be unreasonably withheld. The terms of this Agreement and each related Ordering Documents, but not their existence, are Confidential Information of Lorman.

8.2   Severability. If any provision hereof shall be held illegal or unenforceable, such provision shall be deemed separable from, and shall in no way affect or impair the validity or enforceability of, the remaining provisions.

8.3   Assignment. Neither party shall assign, without the prior written consent of an authorized representative of the other, which consent shall not be unreasonably withheld, this Agreement or any right or interest hereunder, in whole or in part; provided that either party may assign this Agreement in its entirety, with prior written notice to the other party, to its corporate parent, or a division or wholly or majority owned subsidiary of the party or its corporate parent, or in connection with the sale of all or substantially all of the equity or assets of such party. Any action or attempted action in violation of the foregoing shall be void.

8.4   Independent Contractors. The parties shall act as independent contractors for all purposes under this Agreement. Nothing contained herein shall be deemed to constitute either party as an agent or representative of the other party, or both parties as joint venturers or partners for any purpose. Neither party shall be responsible for the acts or omissions of the other party, and neither party will have authority to speak for, represent or obligate the other party in any way without the prior written approval of the other party.

8.5   Equitable Relief. Lorman may, without limiting its other rights and remedies, be entitled to seek equitable relief, including but not limited to injunctive relief.

8.6   Compliance with Laws and Governing Law. Each party shall comply with all applicable export laws, orders and regulations and obtain all necessary governmental permits, licenses and clearances. This Agreement shall be governed by the laws of the State of Wisconsin, excluding its conflict-of-law rules. The parties further agree that all disputes under this Agreement will be exclusively resolved in the state or Federal courts located in Madison, Wisconsin, U.S.A., hereby waive any jurisdictional or venue defenses otherwise available. This choice of jurisdiction and venue shall not prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate alternative jurisdiction. In the event a suit or action with respect to this Agreement and any related Ordering Document is commenced, including actions for indemnification, the prevailing party shall be entitled to recover reasonable attorneys’ fees and other costs.

8.7   No Waiver. The waiver of any breach or default shall not constitute a waiver of (i) any other right or remedy hereunder, or (ii) any subsequent breach or default.

8.8   Force Majeure. A party shall be excused for delays in the performance of its obligations hereunder due to causes beyond its reasonable control and that could not have been avoided through the exercise of reasonable care, such as acts of God, acts or omissions of civil or military authorities, fires, floods, epidemics, quarantine restrictions, war, riots, strikes, or the unavailability of necessary labor, materials, or manufacturing facilities (the “Force Majeure”). The party whose performance is being adversely affected shall (i) promptly notify the other of the nature of the Force Majeure and the obligations adversely affected thereby; (ii) make all reasonable efforts to resume performance as soon as is reasonably possible and mitigate the adverse effects of the Force Majeure. If the Force Majeure causes a delay of ninety (90) or more days from the original date of performance, the other party shall have the right to terminate this Agreement or the applicable Ordering Document.

8.9   Notices. All notices, requests, demands, claims and other communications hereunder shall be in writing and any notice hereunder shall be deemed duly given (i) if (and then three business days after) it is sent by registered or certified mail, return receipt requested, postage prepaid, (ii) if (and then one business day after) it is sent by Federal Express or similar nationally recognized overnight courier service, or (iii) when transmitted by facsimile, provided an electronic acknowledgement of receipt is generated, in each case, provided the same is addressed to the intended recipient at the address last provided by such intended recipient (or to such other address as the intended recipient may request by way of an appropriate notice given in accordance with this Section 8.9).