Client wishes to offer to one or more of its employees (“Employees”) access to certain Open Enrollment Online Programs with educational and training purposes (“Services”), delivered by Global Alumni in partnership with leading universities (“Universities”) on the terms and conditions set out or incorporated herein:
All payments made by Client shall be without deduction of taxes, fees or other charges. Invoices must be paid within 15 days from receipt unless Parties agreed something different in writing. Client has 5 days from the receipt of the invoice to dispute it in good faith. After 5 days, the invoice will be deemed accepted. In case Client does not comply with the agreed payment conditions, full payment shall become immediately due and Employees shall not be allowed to access the Program until such payment is made. Certificates shall not be issued until payment in full is made. Client acknowledges and agrees that cancellation, or deferral of an enrollment (i) prior to the start of the Program will result in a penalty of US$150 per Employee, and (ii) from the day of Program’s commencement shall not entitle Client to refund and all amounts due must be paid within five (5) business days.
2. Representations and Warranties
Client represents, warrants and undertakes to Global Alumni as follows: (i) It has the authority and power to enter into the Terms; (ii) It will use commercially reasonable efforts to cooperate in connection with the Services; (iii) It has the authorization from its Employees to disclose their personal information to Global Alumni for the purposes of the Services; (iv) It has the authorization from its Employees to receive information from Global Alumni regarding their progress and results during their participation in the Programs and (v) It shall, and shall ensure that its employees, will, comply with all applicable laws in force regarding the Services, including the Anti-Bribery and Anti-Corruption.
3. Intellectual Property
Intellectual Property Rights means all patents, patent applications, business processes, data rights, trademarks, service marks, trade names, know-how, Program Content (meaning, with respect to each Program, (l) name, (2) overall design, including the learning objective for each lecture, the sequencing of lecture topics, and the length of lectures, (3) syllabus, (4) any reading list, (5) any lecture notes, (6) any other materials prepared or procured by university partners for distribution to Participants, and (6) content of any lectures or other presentations delivered and the medium on which such Program Content is loaded, such as a videotape), and copyrights; legally protected trade secrets; and other proprietary rights under applicable law including, without limitation, license rights relating to intangible property; and divisions, continuations, renewals, reissues and extensions of the foregoing now existing, or hereafter filed, issued or acquired, arising or enforceable under United States law or the law of any other jurisdiction or international treaty regime. All Intellectual Property Rights, in and to all documents, work product, Program Content, and other materials used in connection with delivering the Services (collectively, the “Deliverables”), except for any Confidential Information of Client, shall be owned by Global Alumni or University. All rights and benefits resulting from the Intellectual Property Rights and Deliverables covered under this Terms shall belong to Global Alumni and/or the respective University. Client and Employees shall only use such Deliverables within the scope of self-learning and shall not disclose the Deliverables or information contained therein to any third party, or distribute or publish such Deliverables in any way, or infringe upon the Intellectual Property Rights of Global Alumni and/or the respective University in any manner.
Neither Party shall divulge or communicate to any person or use or exploit for any purpose Confidential Information (understood as all information, know-how and data of a confidential nature which the Parties have obtained under, or during the delivery of the Services, including but not limited to the Programs), and shall use its best efforts to prevent its and its affiliates, employees or agents from so acting. No Confidential Information shall be reproduced, copied, published, or disclosed to any third party, without the prior written consent of the disclosing Party.
5. Term and Termination
The Terms are effective for one year from the date the invoice is received and accepted by Client (the “Term”). Either Party may terminate this Agreement (i) at any time by providing the other Party no less than one (1) month’ prior written notice, (ii) with immediate effect by giving the other Party fifteen (15) days’ written notice if the other Party is in material breach of the Terms and does not remedy that breach after receiving such notice. Termination shall in no way impact current Employees participating in the Programs or Client’s obligation to pay for the Services.
6. Liability and Indemnity
IN NO EVENT SHALL ANY PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLIENT SHALL DEFEND AND INDEMIFY GLOBAL ALUMNI, ITS AFFILIATES AND PERSONNEL AGAINST ALL THIRD-PARTY CLAIMS REGARDING USE OF THE SERVICES OR THE NEGLIGENT USE OR DISCLOSURE OF INTELLECTUAL PROPERTY.
7. Governing Law & Jurisdiction
The construction, validity and performance of the Terms and all matters relating to its interpretation and effect, and obligations arising from or connected with it, shall be governed by the laws of the State of Delaware and the Parties submit to the exclusive jurisdiction of the Delaware courts.