SECTION 1: GENERAL: New Light Learning & Development, Inc. (“NLL”) agrees to provide you (the “Client”) its products and/or services, including, without limitation, the training program (the “Program”), on the terms and conditions set forth below. These terms and conditions supplement any written agreement between the Client and NLL (the “Agreement”). In the event any of the terms herein are inconsistent with the Agreement, the Agreement shall control. Any terms used but not defined herein, shall have the meaning set forth in the Agreement.
1.Payments. Any amounts owed by the Client to NLL shall be due and payable by the Client within thirty (30) days of NLL’s invoice for such amounts.
a.Termination by Client:
i.The Client may terminate the Agreement and the Program, or reschedule the Program, at any time up to 61 days prior to the Program date without penalty, and the full Deposit will be returned to Client.
ii.In the event the Client terminates the Agreement and the Program, or reschedules the Program, between 60 days and 31 days prior to the Program date, NLL reserves the right to charge a cancellation fee of $1,000 per day of the Program. The balance of the Deposit, if any, will be returned to the Client.
iii.In the event the Client terminates the Agreement and the Program, or reschedules the Program, between 30 days and 8 days prior to the Program date, NLL reserves the right to charge a cancellation fee equal to 50% of the Total Fee.
iv.In the event the Client terminates the Agreement and the Program, or reschedules the Program, within 7 days prior to the Program date, NLL reserves the right to charge a cancellation fee equal to the Total Fee.
b. Termination by NLL: If the Program cannot be conducted due to illness or some other reason for which NLL is responsible, the Client may (A) reschedule the Program for a later date or (B) be refunded (i) the amount of the Total Fee already paid by Client to NLL if the Program has not commenced at the time of cancellation, or (ii) if the Program has commenced, a pro rata portion of the Total Fee determined on a per hour basis of the portion of the Program not completed relative to the total Program.
c. Force Majeure: NLL shall not be liable for damages arising from non-performance or delay arising out of causes beyond its control and without its fault or negligence, including but not limited to acts of the public enemy, acts of any government in either its sovereign or contractual capacity, floods, inclement weather, civil unrest, strikes, fires or other casualties, epidemics, industrial disputes, war, acts of God, and other causes beyond NLL’s control (any such cause, a “Force Majeure Event”). In the event of a Force Majeure Event, the Client is not entitled to terminate the Agreement. The Client and NLL may reschedule the Program as soon as practicable after such Force Majeure Event, and there will not be a fee to reschedule.
3. Intellectual Property. In connection with the Program, NLL will distribute materials (the “Materials”) to the Client and its attendees of the Program. NLL exclusively owns all of the intellectual property rights in the Program and the Materials, as well as the results of any consulting services pursuant to the Agreement or resulting therefrom. The Program and the Materials are proprietary to NLL. The Client will not, and will not allow any third party to, distribute, modify, copy, reproduce or share the Program or the Materials with anyone who did not attend the Program without NLL’s prior written consent.
4. Use of Name and Logo. NLL may use the Client’s name or logo in its marketing materials, including, without limitation, on its website or in press releases.
5. Indemnification. NLL shall not be liable to the Client for any loss or damage, unless and to the extent caused by the gross negligence or willful misconduct of NLL. The Client agrees to indemnify, defend and hold harmless NLL from any and all liabilities, damages, losses and costs expended (including reasonable attorneys’ fees, costs and disbursements) sustained or incurred for injury to any person or damage to any property in or about the Client’s property, from any cause whatsoever, unless and to the extent caused by the gross negligence or willful misconduct of NLL.
6. Insurance. NLL maintains a general liability policy that has a $1,000,000 occurrence limit and $2,000,000 aggregate limit with an insurance company rated not less than “A” by “Best’s Insurance Reports” and qualified to do business in the Commonwealth of Pennsylvania. Evidence of insurance is available upon request in writing from the Client to NLL.
7. Limitation of Liability. NLL’s liability for damages shall not exceed the Total Fee, if any, received by NLL from the Client for the services furnished hereunder which are the subject of a claim or dispute. NLL SHALL IN NO EVENT BE LIABLE FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES. CONSEQUENTIAL DAMAGES SHALL INCLUDE, WITHOUT LIMITATION, LOSS OF USE, INCOME OR PROFIT OR LOSS OR DAMAGE TO PERSONS OR PROPERTY.
8. Entire Agreement. The Agreement, as supplemented by these terms and conditions, sets forth the entire agreement between NLL and the Client and supersedes any prior agreements or understandings between the parties, whether oral or in writing between the parties.
9. Governing Law. The Agreement and these terms and conditions shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict of laws principles.
10. Severability. If any part of the Agreement or these terms and conditions is held void or unenforceable, such part, to the extent void or unenforceable will be treated as severable, leaving valid the remainder of the Agreement or these terms and conditions which shall be deemed revised so as to remain enforceable to the greatest extent possible.
11. Successors and Assigns. The Agreement and these terms and conditions shall inure only to the benefit of, and shall be binding upon, the Client and NLL and their respective successors, heirs and assigns.
12. Counterparts. The Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together constitute one and the same agreement. The parties agree the electronic copies and electronic signatures are valid signatures for enforcement of the Agreement.
SECTION 2: CONTENT LICENSING: The parties have agreed that NLL will license the content of the Program to the Client. This Section 2 replaces paragraph 3 of Section 1 above related to Intellectual Property. In connection with the Program, NLL will distribute materials (the “Materials”) to the Client and its attendees of the Program. NLL exclusively owns all of the intellectual property rights in the Program and the Materials, as well as the results of any consulting services pursuant to the Agreement or resulting therefrom. The Program and the Materials are proprietary to NLL. NLL hereby grants to the Client a non-transferable license for the term of one year subject to an Annual Fee (as defined below) to use and reproduce the Program and the Materials for internal use only to train employees, independent contractors and other persons affiliated with the Client and not for resale or other distribution to third parties. The annual fee shall be agreed upon by the parties (the “Annual Fee”). Provided that the Client remits to NLL the Annual Fee prior to the anniversary of the date hereof and neither party terminates the license by providing the other party thirty days’ prior written notice of its intent to terminate the license, the license shall automatically renew for successive one year periods subject to the Annual Fee. The Client will not, and will not allow any third party to, distribute, modify, copy, reproduce or share the Program or the Materials with anyone who is not an employee, independent contractor or person otherwise affiliated with the Client without NLL’s prior written consent. In the event the Client breaches the terms hereof, NLL may immediately terminate the license upon providing written notice to Client.