These Standard Reseller Terms and Conditions (the “Agreement”) create a legally binding agreement between you (“Reseller”), the entity reselling the Platform (as defined below), and ClipTraining, Inc., a Florida corporation (the “Provider”).

Reseller’s Customer’s (as defined below) ability to access the Platform and Provider Content (as defined below) is based on Provider’s arrangement with Reseller as set forth in this Agreement.

BY CLICKING THE “SUBSCRIBE” BUTTON, THE RESELLER IS AGREEING TO BE LEGALLY BOUND BY THIS AGREEMENT AND THE SIGNER IS REPRESENTING AND WARRANTING TO THE PROVIDER THAT HE OR SHE IS AN AUTHORIZED REPRESENTATIVE OF THE RESELLER AND HAS THE RIGHT, POWER, AND AUTHORITY TO AGREE TO THIS AGREEMENT FOR AND ON BEHALF OF THE RESELLER.

IF THE RESELLER DOES NOT AGREE TO THIS AGREEMENT, OR YOU, THE PERSON ENTERING THIS AGREEMENT ON BEHALF OF THE RESELLER, IS NOT AUTHORIZED OR PERMITTED TO AGREE TO THIS AGREEMENT ON BEHALF OF THE RESELLER, THEN DO NOT ACCEPT THIS AGREEMENT, THE RESELLER WILL NOT BE BOUND BY IT, AND THE PROVIDER WILL NOT PROVIDE THE RESELLER WITH ACCESS TO THE PLATFORM.

Sections 1 to 24.

1             Definitions. For the purposes of this Agreement, capitalized terms shall have the meaning set forth in Exhibit A and as may be elsewhere defined in this Agreement.

2             Appointment of Reseller.

2.1         Non-Exclusive Appointment. Provider hereby appoints Reseller as a non-exclusive reseller for the Term to resell access to the Provider Content and the Platform to Reseller’s Customers on and in accordance with the terms and conditions of this Agreement, and Reseller hereby accepts such appointment. The appointment of Reseller shall not in any way preclude, limit, or restrict Provider from appointing any other Person, whether as a representative, reseller, sublicensor, aggregator, broker, or agent, to undertake any activity concerning any product or service directly or indirectly whatsoever, including, without limitation, competitors of the Reseller or concerning any of the Provider Content or access to or utilization of all or any part of the Platform.

2.2         Termination of Prior Agreements, Exclusive Agreement. Notwithstanding Provider’s authorized credit card processor’s authorization agreement, which remains in full force and effect, all other prior contracts, agreements, and arrangements between the parties concerning or relating to a grant or appointment of the nature described in Section 2.1, the Provider Content or the Platform (each being a “Prior Agreement”), if any, are hereby terminated at and as of the Effective Date and, except for any provisions of each such Prior Agreement that continue after termination, this Agreement and Provider’s authorized credit card processor’s authorization agreement shall be the sole and exclusive description of the terms and conditions of the agreement and relationship by and between Provider and Reseller concerning the matters set forth herein.

3             Authorized User Access and Credentials.

3.1         Provider Content and Platform Access. For so long as Reseller is in compliance with its obligations to Provider, and each Customer and its Administrators and Authorized Users are in compliance with their individual and collective obligations to Provider, Provider grants to each Customer a non-exclusive, non-transferable, limited right for:

• the Reseller and Reseller’s Customers’ who have agreed to then current Provider’s customer terms and conditions to utilize the Platform and access the Provider Content solely for the applicable Customer’s Internal Business Purposes, and
• the Reseller and each Administrator to access and utilize such administrator portions of the Platform as may be made available from time to time (collectively being the “Services”).

If, at any time that a Customer’s Authorized User or Administrator utilizes the Platform to upload or make available Reseller Content, then the Section 3.1(A) portion of the Services shall also include access to the Reseller Content of such Customer via the Platform. Provider shall be entitled to rely and act upon all communications received from each Administrator and the Reseller, as concerns the applicable Customer, and such Customer shall be bound by the decisions and communications made by each of them.

3.2         Authorized User Access. Each Authorized User shall, upon acceptance of the User Terms and subject to the terms and conditions of this Agreement and the User Terms, be entitled to access the Platform, the Provider Content, and the Reseller Content, if any, during the Term. Access to the Platform may not be shared, including, without limitation, use of one username or other login credential by more than one Person, and the Reseller and each Customer shall use commercially reasonable efforts to prevent the misuse of access to the Platform. Reseller shall immediately notify Provider if Reseller discovers or reasonably suspects that any unauthorized or improperly use of any login credentials or the Platform has occurred or will occur, or that any login credential has been lost, stolen, or become known to any unauthorized Person. If Provider reasonably considers all or any part of a login credential to be insecure or to have been used inappropriately, Provider may immediately cancel (permanently or temporarily) each such login credential and shall provide notice thereof to the Reseller and provide a replacement login credential if appropriate.

4             Reseller Content License. The following shall apply if, at, and when the Reseller makes Reseller Content available via the Platform. Reseller grants to Provider a fully paid perpetual license (the “Content License”) to the Reseller Content and all intellectual property rights contained therein or that pertain thereto, permitting Provider to copy, publish, perform, display, distribute, use, and exercise each and every other right that is necessary or advisable to operate the Platform and provide the Services utilizing or for the Reseller Content. For each component of the Reseller Content that is provided via a third-party owned or operated platform or streaming service, the Reseller grants and extends to Provider the rights and benefits of the Reseller under its agreement and arrangements with such platform or streaming service to operate the Platform and provide the Services, and shall take such actions and provide such information (including account information) as may be requested by Provider to enable it to access or utilize such platform or streaming service to operate the Platform and provide the Services. Provider shall not have any obligation to store, backup, develop, enhance, promote, create, or recreate any Reseller Content or to pay any Person any fees, costs, taxes, assessments, or other charges arising from or as a result of Provider making Reseller Content available via the Platform and Reseller shall pay (or, at Provider’s option) reimburse Provider for any such liabilities or obligations arising therefrom or in connection therewith. No refund of any amounts paid or due to Provider for or in connection with Reseller Content shall be reimbursable by Provider or no longer due to Provider in the event of the termination or inaccessibility of Reseller Content by virtue of the action or inaction of a third-party provider (e.g., a streaming service), the Reseller, or the applicable Customer prior to the end of the term for which such Reseller Content was to be made available via the Platform.

5             Reseller Obligations.

5.1         Generally. Reseller shall:

• take the corrective or enforcement action that is reasonably requested by Provider and providing reasonable assistance to Provider in connection with its actions concerning same, including, without limitation, immediately terminating or suspending access, in the event a Customer, Administrator, or Authorized User fails to timely or fully comply with his, her, its, or their obligations under then current Provider’s customer terms and conditions, the User Terms, or applicable laws, rules, or regulations,
• comply with, and cause its employees to comply with, Provider’s policies, trade practices, warranties, limitations, restrictions, and rules regarding the marketing and sale of access to the Provider Content, the Platform, Reseller Content, and the other matters concerning the arrangements applicable to this Agreement, and conduct its activities concerning the foregoing in a professional manner, including, without limitation, only utilizing materials and information describing the Provider Content and the Platform that is approved in advance and in writing by Provider,
• cause its sales, marketing, support, and technical staff members involved in the efforts undertaken pursuant to this Agreement to be reasonably available to Provider, from time to time, during normal business hours to provide feedback, reasonable information, and assistance to Provider, including, without limitation, non-conformances, and user related issues, and
• not take any action concerning relating to any of the Provider Content, Reseller Content, the Services, the Platform, or the arrangements applicable to this Agreement that, in the reasonable opinion of Provider, would prejudice Provider or its trade or service marks, business interests, or reputation, or the goodwill associated therewith.

All information, data, ideas, and outcomes that are conveyed or communicated by Reseller (or its employees or contractors) and that concern or relate to any improvement, non-compliance, supplement, change, revision, or amendment to, or the performance or results of, any product or service offered by Provider or any related product or service may be utilized by Provider in any manner or form without restriction and without compensation of any nature to any such employee, contractor or Reseller.

5.2         Limitations. Reseller shall not: (A) copy, reproduce, modify, translate, transmit, reverse engineer, disassemble, or decompile or otherwise attempt to derive the source code or object code of the Platform or any part of the Provider Content, (B) license, sublicense, sell, resell, lease, loan, transfer, assign, distribute, rent or otherwise make available the Platform or any part of the Provider Content to or for the benefit of any Person other than as expressly permitted by this Agreement, (C) modify or create derivative works based of the Platform or any part of the Provider Content, (D) remove, alter, obscure, destroy or attempt to circumvent any trademarks, intellectual property related or other notices, proprietary codes, means of identification, digital rights management information, or terms and conditions on, in or in relation to the Platform or any part of the Provider Content, (E) add, upload or include any copyright notices or other intellectual property notices or information other than those of the Provider, (F) upload or add to the Platform, any Provider Content, or Reseller Content any disabling codes, routines, or any “back door,” “time bomb,” “Trojan horse,” “worm,” “drop dead device,” “virus,” or other malicious code, malware, or software routine that would permit unauthorized access or use, or the unauthorized disablement or erasure, of all or any part of the Platform, any Provider Content, or Reseller Content, or (G) use the Platform or any part of the Provider Content for purposes of creating any competing product or service. The Reseller shall not, without Provider’s prior written consent, hold itself out as the developer, provider, producer or publisher of any of the Provider Content or the Platform.

5.3         Training and Support. Reseller shall: (A) provide such support, assistance and training to its Customers and their Administrators and Authorized Users at commercially reasonable times and with such responsiveness and is reasonably necessary for each Customer to access, utilize, and receive the benefits of the Provider Content, the Platform, and each other arrangement applicable to this Agreement, and (B) provide reasonable assistance to each Customer to enable it to secure, configure, and install all equipment and services, including, without limitation, computer hardware, software, telephone lines, and Internet access, that is necessary for the Customer and its Authorized Users and Administrators to access and use the Platform, the Provider Content, and the Reseller Content. Provider shall provide second tier maintenance and support to Reseller in accordance with its then-current Maintenance and Support Policy located at: www.cliptraining.com/maintenance-and-support.

5.4         Expenses. Reseller shall be responsible for all costs and expenses incurred in connection with Reseller’s obligations under this Agreement.

6             Term, Termination, and Suspension.

6.1         Term. The initial term of this Agreement (the “Initial Term”) shall be one (1) year commencing on the Effective Date, unless terminated earlier by either party pursuant to this Agreement. This Agreement shall auto renew for additional one (1) year periods (each, a “Renewal Term”), unless terminated earlier by either party pursuant to this Agreement or unless either party gives written notice of non-renewal to the other party by no later than ninety (90) days before the end of the Initial Term or any Renewal Term. For the purposes of this Agreement, the Initial Term and the Renewal Term are referred to collectively as the “Term.”

6.2         Termination. This Agreement may be terminated by a party who is not then in default in the event of a material breach of this Agreement by the other party (the breaching party) after not less than five (5) days written notice to the breaching party setting forth in reasonable detail the material breach, provided, that, no termination shall occur if: (1) the notice was the first to the breaching party for such breach, and (2) the breaching party cures the breach within the notice period. A material breach shall include termination of the credit card authorization agreement by Reseller unless Reseller immediately, within two (2) business days, provides Provider with an alternative payment method.

6.3         Effect of Termination. Upon the termination of this Agreement:

• Reseller shall immediately cease offering access to the Platform and the Provider Content, and
• for each Customer in compliance with the Provider Customer Terms and Conditions at the termination date and for whom Provider has: (1) received payment for a period beyond the termination date (each being a “Continuing Customer”), subject to Reseller’s breach, if any, materially hindering compliance herewith and Reseller fulfilling its obligations under Section 4, Provider shall continue to provide each such Customer with access to the Platform and the Provider Content in accordance with the terms hereof for the period for which Provider received payment, or (2) not received payment for a period beyond the termination date, Provider may terminate the ability of each such Customer’s Authorized Users and Administrators to utilize the Platform.

6.4         Post-Termination. The Reseller shall fully cooperate with Provider after any termination including, without limitation, providing all information and assistance to Provider to enable each Continuing Customer to successfully transition to a direct arrangement with Provider. Provider shall not, by reason of any termination of this Agreement, be responsible or liable for compensation, reimbursement, damages, costs, or expenses on account of the loss of prospective profits or sales, or on account of expenditures, investments, or commitments made by Reseller or any other Person, whether directly or through Reseller in connection with Reseller’s business or goodwill. Upon a Section 6.2 termination where the Reseller is the breaching party, and for each Continuing Customer, no refund shall be due Reseller for amounts paid to Provider for products, services, or access not yet provided as of the termination date.

6.5         Suspension Delay or Cancellation of Services. Notwithstanding any other provision of this Agreement and without limiting any of Provider’s other rights or remedies under this Agreement, the Provider’s authorized credit card processor’s authorization agreement, at law, or otherwise, Provider may in its absolute discretion and without terminating this Agreement: (A) suspend the performance of any or all of its obligations under this Agreement or cancel, delay or refuse to provide all or any part of access to the Platform or Provider Content, provision of any Services, or the fulfillment any of its other obligations under this Agreement: (1) at the end of the applicable cure period described in Section 6.2 if Reseller fails to cure the material breach identified in the applicable notice, or (2) upon a security emergency for the duration of such emergency, or (B) modify the Platform or remove, replace or revise all or any part of the Provider Content at any time and from time to time upon written notice to Reseller.

7             Fees and Payment. Reseller shall pay Provider in accordance with the terms of the Reseller’s service subscription. Reseller shall pay Provider the subscription fee and any other amounts becoming due from time to time in accordance with this Agreement. The subscription fee shall be due and payable in monthly payments with the first payment being due on the day the subscription is purchased and the subsequent monthly payments being due on the anniversary day of the subscription purchase for each calendar month thereafter for the Services to be provided by Provider in such month. (For example, for a subscription purchased on the 10^th day of January, the first payment is due on that 10^th day of January and each subsequent monthly payment shall be due on the 10^th day of each month thereafter.) Provider may, in its sole discretion and upon Provider’s prior written consent, accept prepayment upfront for the Initial Term or a Renewal Term. Any other amounts shall be due and payable upon presentation by Provider of an invoice therefor. Amounts payable to Provider do not include sales, use, or other taxes or any assessments, except for taxes arising on Provider’s net income, and Reseller shall pay all such taxes and assessment at the time payment of the amount giving rise to them is due. Reseller shall provide Provider with a valid credit card, unless Reseller obtains Provider’s prior written consent to accept another form a payment, that Provider shall be entitled to use to collect all amounts due Provider from Reseller from time to time. Except where Provider fails to utilize an available credit card provided by the Reseller, payments of amounts due Provider must be received by Provider at the address below (in Section 18) no later than the due date. All amounts due and not timely paid shall bear interest from the date due until paid on a daily basis at the lesser of 1.5% per month or the highest rate permitted by Florida law. Reseller’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense, or other claim, right or action which the Reseller has or may claim to have against Provider or the failure of any of its Customers to make any payment due to Reseller.

8             Provider Warranties.

8.1         LIMITATION OF WARRANTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED TO RESELLER OR ANY PERSON CLAIMING BY, ON BEHALF OF, OR THROUGH RESELLER CONCERNING ANY PRODUCT OR SERVICE, INCLUDING, BUT NOT LIMITED TO: (A) NO IMPLIED WARRANTY OF MERCHANTABILITY, (B) NO IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WHETHER OR NOT PROVIDER KNOWS OF OR HAS REASON TO KNOW OF RESELLER’S OR ITS CUSTOMERS’, ADMINISTRATORS’ OR AUTHORIZED USERS’ USE OF ANY PRODUCT OR SERVICE, (C) NO WARRANTY CONCERNING INTELLECTUAL PROPERTY OR INTELLECTUAL PROPERTY INFRINGEMENT, (D) NO WARRANTY THAT THE PLATFORM, THE SERVICES, THE PROVIDER CONTENT, THE RESELLER CONTENT, OR ANY OTHER COMPONENT CONCERNING OR RELATING TO THE ARRANGEMENTS DESCRIBED IN THIS AGREEMENT WILL BE AVAILABLE AT ALL TIMES OR AT ANY PARTICULAR TIME, AND (E) NO WARRANTY CONCERNING ANY THIRD PARTY PROVIDED UTILITIES, PRODUCTS OR SERVICES (e.g., YouTube, Vimeo, Azure, or any other cloud or platform service providers, or access to the Internet). UTILIZATION OF AND ACCESS TO THE PLATFORM, THE SERVICES, THE PROVIDER CONTENT, THE RESELLER CONTENT, AND EACH OTHER COMPONENT CONCERNING OR RELATING TO THE ARRANGEMENTS DESCRIBED IN THIS AGREEMENT SUBJECT TO AVAILABILITY OF PRODUCTS AND SERVICES THAT ARE UNDER THE CONTROL OF PERSONS OTHER THAN PROVIDER AND ANY OR ALL OF THEM COULD BE UNAVAILABLE AT ANY PARTICULAR TIME OR TIMES AND PROVIDER DOES NOT HAVE ANY RESPONSIBILITIES OR OBLIGATIONS RELATING TO ANY OF THEM.

8.2         Express Limited Warranty. Provider warrants to Reseller that, during the Term: (A) the Platform will operate substantially in accordance with its specifications set forth in the Provider documentation and video instructions, (B) Provider has all rights in and to the copyrightable subject matter comprising the Platform and the Provider Content and the trade secrets therein, that are necessary to utilize the Platform in the manner permitted hereby, to sell the Services, and to access the Provider Content, provided that the foregoing shall exclude in all cases Reseller Content and any other content or intellectual property of another Person provided by Customer or Reseller, and (C) Provider will use commercially reasonable efforts to provide the Services and prevent transmission of viruses and other destructive code via the Platform. The foregoing Express Limited Warranty does not apply to non-conformances or breaches caused by or that result from Reseller or any Customer, Administrator, or Authorized User, improperly using the Platform, the Services, or the Provider Content, the failure to properly secure required third-party software, services, or approvals by Reseller or any Customer, Administrator, or Authorized User, or the actions of any other Person.

8.3         Warranty Claims. In the event of a breach a warranty of Provider herein: (A) Reseller shall promptly (but in any event not less than 30 days after the breach) provide written notice (the “Warranty Claim Notice”) specifying the claimed non-conformance and providing all Reseller known information relating thereto, it being understood that the Warranty Claim Notice will be used by Provider to determine how to repeat and correct the specified non-conformance, and (B) Reseller’s sole and exclusive remedy, and Provider’s sole and exclusive liability and obligation will be for Provider to, at is sole election, use commercially reasonable efforts to repair or, where applicable, replace the non-conforming product or service.

9             Reseller Warranties. The following shall apply if, at, and when the Reseller makes Reseller Content available via the Platform. Reseller represents and warrants to Provider that: (A) the Reseller: (1) (a) is the owner, in all respects, of the Reseller Content, or (b) has the power and authority to grant the Content License, and (2) has the power and authority to permit Provider to access and utilize each platform and streaming service designated by Reseller in connection with providing the Services for Reseller Content, and (B) the Reseller Content: (1) does not, alone or in connection with the Platform or the Services, infringe the intellectual property rights of any other Person, and (2) will not injure, harm or cause damage to Provider or any other Person as a result of its utilization to provide the Services.

10          Restrictions.

10.1      Confidentiality. Except as expressly set forth below in this Section 10.1, each Receiving Party shall: (A) not disclose or allow any Person to have access to the Disclosing Party’s Confidential Information, (B) not make any use, commercial or otherwise, of the Disclosing Party’s Confidential Information, and (C) exercise reasonable diligence to maintain the confidential nature of the Disclosing Party’s Confidential Information, including, but not limited to, keeping all tangible embodiments of the Disclosing Party’s Confidential Information in a secure and locked or password protected location, and utilizing such other security as may reasonable, under the circumstances, but not less than that utilized by the Receiving Party for its own confidential and proprietary information. Notwithstanding the foregoing: (AA) Provider may use Reseller’s Confidential Information to fulfill its obligations under this Agreement, including, without limitation, providing the Platform, the Provider Content, and the Reseller Content to Customers, and (BB) a Receiving Party may disclose the Disclosing Party’s Confidential Information to: (1) the extent necessary to comply with legal process (including, but not limited to, deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar legal process) initiated by a Person that is not an affiliate of the Receiving Party, if the Receiving Party provides reasonable advance written notice to the Disclosing Party of the demand and all relevant facts known to the Receiving Party pertaining thereto, it being the intent that, by providing the notice and information, the Disclosing Party shall have a reasonable opportunity to assert its rights to maintain the secrecy of such Confidential Information, including, but not limited to, objecting to disclosure or seeking a protective order, and cooperates with the Disclosing Party, and (2) enforce its rights under this Agreement.

10.2      Restriction on Competitive Product and Service Offerings. During the Term, Reseller shall not develop or arrange for the developing or undertaking any product or service that competes, directly or indirectly, with the Platform or the Provider Content, provided that, the foregoing shall not limit the Reseller from continuing its business activities as conducted in the ordinary course prior to the Effective Date, or providing products or services to any customer from time to time that is requested by such customer.

10.3      Non-Piracy. During the Term and for one (1) year thereafter, Reseller and any of Reseller’s affiliates, successors, or subsidiaries, shall not knowingly employ, solicit, or cause to be solicited for employment, any employee employed by Provider or any of Provider’s affiliates or subsidiaries at any time during the Term without the prior written consent of Provider or the expiration of six (6) months after the termination of such employee’s employment with Provider, it being recognized and understood that such relationships are valuable and unique.

10.4      Restrictive Covenants Scope. The parties acknowledge that the restrictive provisions of this Agreement are necessary and reasonable to protect the legitimate business interests of the parties and any violation of the provisions of this Section will result in irreparable injury, the exact amount of which will be difficult to ascertain, and that the remedies at law for any such violation would not be reasonable or adequate compensation to the aggrieved party for such violation. Accordingly, each party agrees that if the provisions of this Section are violated, in addition to any other remedy which may be available in equity or at law, the aggrieved party shall be entitled to specific performance and injunctive relief, without the necessity of proving actual damages.

10.5      Judicial Modification. In the event a court of competent jurisdiction holds one or more of the provisions of the restrictive covenants invalid as to length of time or geographic scope, then this Section 10 shall be amended to reflect a reasonable length of time and/or reasonable geographic scope.

10.6      Independent Covenant. The parties acknowledge and agree that the provisions of this Section 10 are independent covenants and that no actual or alleged breach by the other of any other provision of this Agreement be grounds for relieving a party from its obligations under this Section 10.

11          Relationship of the Parties. The parties’ relationship to each other in the performance of this Agreement is that of independent contractors. Nothing contained in this Agreement will appoint one party as the agent or legal representative of the other for any purpose or place the parties in the relationship of partners or joint venturers. Reseller shall make no representation, statement, promise, guarantee, or warranty, either express or implied, with respect to the Provider Content, the Platform, or any other arrangement applicable to this Agreement other than those authorized by Provider in writing.

12          Indemnification. Each party (the “Indemnifying Party”) shall hold the other party and its officers, directors, employees, successors and assigns (each being an “Indemnified Party”) harmless from and against any and all claims, losses, damages, liabilities, obligations, costs and expenses (including, without limitation, court costs and reasonable attorneys’ fees, pretrial, trial and appellate) arising out of, relating to, or suffered by any Indemnified Party as a result of third party claim or action against the Indemnified Party arising from or in connection with a breach of this Agreement by the Indemnifying Party.

13          LIMITATION OF LIABILITY AND DAMAGES. EXCEPT FOR AMOUNTS BECOMING DUE AS A RESULT OF THE INFRINGEMENT OF PROVIDER’S INTELLECTUAL PROPERTY OR A BREACH OF EITHER SECTION 10.1 OR 12, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, SUCH AS, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF BUSINESS OR OTHER ECONOMIC DAMAGE, OR INJURY TO PROPERTY, AS A RESULT OF THE BREACH OF ANY WARRANTY OR OTHER TERM OF THIS AGREEMENT, REGARDLESS OF WHETHER THE PARTY ALLEGEDLY LIABLE WAS ADVISED, HAD REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. IN ADDITION, IN NO EVENT WILL DAMAGES PAYABLE BY PROVIDER TO RESELLER ON ACCOUNT OF ANY CAUSE OF ACTION CONCERNING OR ARISING OUT OF THE PLATFORM, THE CONTENT, OR THE RENDITION OF ANY SERVICES, OR ANY CLAIM FOR BREACH OF CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE EXCEED THE LESSER OF $12,000 OR THE AMOUNTS PAID TO PROVIDER FOR THE APPLICABLE PRODUCTS OR SERVICES AT ISSUE IN SUCH CLAIM, LITIGATION, ACTION, ARBITRATION OR CONTROVERSY.

14          Intellectual Property, Use of Marks, and Licensed Images. Reseller hereby grants Provider the non-exclusive non-terminable (for the Term) right to use Reseller’s designated trademarks, service marks, trade names, dress, slogans, emblems, logos, insignia, designs and other symbols and any combination of them used by Reseller from time to time (the “Reseller Marks”) to fulfill Provider’s obligations under this Agreement.

15          Insurance. Reseller shall maintain in full force and effect at all times during the term of this Agreement a commercial general liability insurance with a commercially reasonable annual aggregate policy limit.

16          Entire Agreement, Modification, Captions and Waiver. This Agreement, the Provider’s direct invoicing and the Provider’s authorized credit card processor’s authorization agreement set forth the entire understanding of the parties concerning the subject matter of this Agreement and incorporate all prior negotiations and understandings. There are no covenants, promises, agreements, conditions, or understandings, either oral or written, between them relating to the subject matter of this Agreement other than those set forth herein and in the Provider’s direct invoicing and the Provider’s authorized credit card processor’s authorization agreement.  No alteration, amendment, change or addition to this Agreement shall be binding upon any party unless the parties are notified in writing of the alteration, amendment, change or addition via the Platform and the alteration, amendment, change or addition is subsequently accepted by the party to be charged. This Agreement, as altered, amended, changed, or added to, will be available for review by the Reseller on the Platform. The captions and paragraph letters appearing in this Agreement are inserted only as a matter of convenience. They do not define, limit, construe or describe the scope or intent of the provisions of this Agreement. No purported waiver by any party of any default by another party of any term or provision contained herein shall be deemed to be a waiver of such term or provision unless the waiver is in writing and signed by the waiving party. No such waiver shall in any event be deemed a waiver of any subsequent default under the same or any other term or provision contained herein.

17          Assignment and Successors. The rights and benefits of this Agreement, including, without limitation, the rights arising pursuant to Section 10, may be transferred or assigned by a party and its permitted successors and assigns: (A) at any time and from time to time, in connection with a transfer or assignment of its business operations pertaining to the Provider Content or the Platform, in whole or in part, (B) to a wholly owned subsidiary of Provider, or (C) otherwise upon the written authorization of the other party. Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

18          Notices. Except for ordinary business communications, which may be sent in the manner most convenient to the parties, including, without limitation, email, each consent, waiver, notice, demand, request or other instrument required or permitted to be given under this Agreement shall be in writing and deemed to have been properly given  when transmitted via email to the email address for the party set forth at the time of purchase for the Reseller and to Provider at info@cliptraining.com for Provider. Either party may change its email address for notices in the manner set forth herein. Provider’s physical mailing address for notice and/or payments is 12001 Research Parkway, Suite 236 PMB# R033, Orlando, Florida 32826.

19          Partial Invalidity. Each term or provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. If any term or provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid or unenforceable, then the remainder of this Agreement and the application of each such term or provision to another Person or circumstance shall be unaffected thereby.

20          Applicable Law and Jurisdiction. This Agreement shall be construed and governed under and by the laws of the State of Florida without regard to its conflicts of law provisions. Contractor hereby consents to the jurisdiction of the federal and state courts of Florida.

21          Third Party Beneficiaries. Except for the Indemnified Parties, who shall each be an express third-party beneficiary of this Agreement, there are no intended, express, or implied third-party beneficiaries to this Agreement.

22          Attorneys’ Fees. In the event any litigation, mediation, arbitration, or controversy between the parties hereto arises out of or relates to this Agreement, the prevailing party in such litigation, mediation, arbitration, or controversy shall be entitled to recover from the other party all reasonable attorneys’ fees, expenses, and suit costs, including attorneys’ fees, expenses and suit costs associated with any appellate proceedings and any post-judgment collection proceedings.

23          WAIVER OF JURY TRIAL. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE ALL OF THEIR INDIVIDUAL AND COLLECTIVE RIGHTS TO A TRIAL BY JURY ON ANY AND ALL ISSUES PERTAINING TO OR ARISING OUT OF THIS AGREEMENT AND THE PRODUCTS.

24          Survival. Sections 1, (B), and 7 through 23 shall survive the termination, of this Agreement.

EXHIBIT A
DEFINITIONS

• Administrator means, for a Customer: (1) each Person: (a) that is appointed from time to time by such Customer to: (i) bind the Customer and (ii) communicate with Reseller and Provider, concerning the access rights of each Authorized User of such Customer and other matters concerning the utilization of the Platform by them, (b) that such Customer or the Reseller identifies through the Platform to Provider (including all contact information) or such other means as may be established by Provider, and (2) who agrees to be bound by the then current terms and conditions of Provider, or (3) in the absence of the appointment of such a Person by the Customer, the Reseller.
• Authorized User means each bona fide employee of a Customer: (1)(a) for whom the Administrator has secured Credentials, or (b) who has utilized his or her Microsoft 365 account and password to access the Platform, and (2) who agrees at each use of the Platform to be bound by the User Terms.
• Basic Library means the videos, training materials, documents, and other digital assets that Provider makes available from time to time as Basic Library components via the Platform.
• Confidential Information means all information of, about, or relating to a party that:
• is: (a) disclosed or made available by one party to the other, and (b) (i) secret or proprietary to the Disclosing Party or the subject of commercially reasonable efforts by the Disclosing Party to keep secret and proprietary, or (ii) compiled by a Receiving Party through the use of Confidential Information of the Disclosing Party, and
• is clearly marked at the time of disclosure as, or should be reasonably known to be, confidential or proprietary to the Disclosing Party.

Notwithstanding the foregoing, Confidential Information shall not, in any event, include any information that: (x) is generally known or publicly available upon reasonable inspection (as long as such information did not become generally known or publicly available as a result of a breach of a duty of obligation to the Disclosing Party that is known to the Receiving Party), (y) is received by the Receiving Party without a restriction from another Person who is not under a duty of confidentiality, directly or indirectly, to the Disclosing Party, or (z) the Receiving Party can prove by clear and convincing evidence was already known to the Receiving Party, in the Receiving Party’s possession prior to the receipt thereof from the Disclosing Party, or developed by the Receiving Party without access to or the utilization of all or any part of the Disclosing Party’s Confidential Information.

By way of example, and provided that, in each instance, such information qualifies as set forth above, Confidential Information shall include, without limitation: trade secrets, inventions, source code and object code, operational diagrams, methods for service delivery, test data, product and service specifications and prospective enhancements, operational methodologies, marketing plans, business plans and strategies, financial plans, financial results, business processes, sales forecasts, sources of supply, personnel information, lists of and information about a party’s customers, information relating to the cost or charges for the Disclosing Party’s products or services, employee identities, roles, and compensation, as well as such other information which, if known, would be of advantage to others competing or doing business with the Disclosing Party, or would be of disadvantage to the Disclosing Party.

• Provider Content means Basic Library and, to the extent enabled by the Reseller for any Customer, the Extended Library but excludes Reseller Content.
• Customer means each Person that contracts with the Reseller for any product or service that is within the ordinary and normal course of the Reseller’s business activities, provided that, notwithstanding anything to the contrary herein, Reseller shall have a business relationship with the Customer that is not based solely on the Platform or the Provider Content and, therefore, reselling access to the Platform and Provider Content shall not be within the ordinary and normal course of the Reseller’s business.
• Reseller Content means the videos, training materials, documents, and other digital assets that are: (1) not Provider Content, (2) accessible via the Platform, and (3) either uploaded, or provided or made available (whether directly or via different platform or streaming service) by the Customer or the Reseller.
• Disclosing Party means the party disclosing or making available Confidential Information pursuant hereto.
• Effective Date means the date Reseller purchased the service subscription by clicking the “subscribe” button, thereby agreeing to be bound by the terms and conditions of this Agreement.
• Extended Library means the videos, training materials, documents, and other digital assets: (1) Provider makes available from time to time as Extended Library components via the Platform and are not Basic Library and not Reseller Content, and (2) for which the Reseller has directed Provider to make available via the Platform to the applicable Customer.
• Internal Business Purposes means the ordinary and normal course of business of the applicable Customer, provided that, notwithstanding anything to the contrary, Internal Business Purposes shall not under any circumstances include sublicensing or granting any other Person other than each of the Customer’s Administrators and Authorized Users access to, or the right to use, all or any part of the Provider Content, the Platform, or the Reseller Content.
• Person means an individual, sole proprietorship, partnership, joint venture, limited liability company, limited liability partnership, trust, estate, unincorporated organization, association, corporation, institution, or other entity.
• Platform means the Internet accessible computing and streaming platform and service made available by or for Provider that provides access to Provider Content, functionality that enables the Reseller or its Customer to upload or stream (utilizing a third-party platform or streaming service) and to make available, Reseller Content, and, if uploaded by the Reseller or a Customer, Reseller Content, all as may be modified, updated, enhanced, or replaced from time to time, in the sole discretion of Provider.
• Receiving Party means:

(1)       the party receiving Confidential Information from the Disclosing Party, and

(2)       such party’s officers, employees and permitted contractors who have a need to know the Confidential Information for the purposes of these Terms and are under a written or legal obligation of confidentiality to the Receiving Party.

• User Terms means the then current user terms and conditions of Provider that are applicable to Administrators and Authorized Users.