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<br />Page 4
<br />Rev. R (Issued 10.02.2019)
<br />3.1. Fees. Client will pay for the Services in accordance with the fee schedule in Schedule A attached to this
<br />Agreement. Fees listed in Schedule A shall be increased by 3% per year both during the term of this Agreement, as
<br />well as for any renewal terms. License fees do not include any shipping, duties, bank fees, sales, use, excise or
<br />similar taxes due. If TSL is required to pay any such amounts, Client shall reimburse TSL in full.
<br />3.2. Payments. All fees due under this Agreement must be paid in United States dollars or Canadian Dollars, as
<br />applicable to Client’s location. Such charges will be made in advance, according to the frequency stated in Schedule
<br />A. TSL will invoice in advance, and such invoices are due net thirty (30) days from the invoice date. All fees collected
<br />under this Agreement are fully earned when due and nonrefundable when paid.
<br />3.3. Suspension of Service for Overdue Payments. Any fees unpaid for more than ten (10) days past the due date
<br />shall bear interest at 1.5% per month. With fifteen (15) days prior written notice, TSL shall have the right, in addition
<br />to all other rights and remedies to which TSL may be entitled, to suspend Client’s Users’ access to the Services until
<br />all overdue payments are paid in full.
<br />4. Intellectual Property Rights.
<br />4.1. Client acknowledges that TSL alone (and its licensors, where applicable) shall own all rights, title and interest in
<br />and to TSL’s software, website or technology, the course content, translations, compilations, partial copies,
<br />modifications, and updates, and the Services provided by TSL, as well as any and all suggestions, ideas,
<br />enhancement requests, feedback, recommendations or other information provided by Client, and this Agreement
<br />does not convey to Client any rights of ownership to the same. The TSL name and logo are trademarks of TSL, and
<br />no right or license is granted to Client to use them.
<br />4.2. Client recognizes that TSL regards the software it has developed to deliver the Services as its proprietary
<br />information and as confidential trade secrets of great value. Client agrees not to provide or to otherwise make available
<br />in any form the software or Services, or any portion thereof, to any person other than Authorized Users of Client
<br />without the prior written consent of TSL. Client further agrees to treat the Services with at least the same degree of
<br />care with which Client treats its own confidential information and in no event with less care than is reasonably required
<br />to protect the confidentiality of the Services.
<br />4.3. Except as otherwise agreed in writing or to the extent necessary for Client to use the Services in accordance
<br />with this Agreement, Client shall not: (i) copy the course content in whole or in part; (ii) display, reproduce, create
<br />derivative works from, transmit, sell, distribute, rent, lease, sublicense, transfer or in any way exploit the course
<br />content or Services in whole or in part; (iii) embed the course content into other products; (iv) use any trademarks,
<br />service marks, domain names, logos, or other identifiers of TSL or any of its third party suppliers; or (v) reverse
<br />engineer, decompile, disassemble, or access the source code of any TSL software.
<br />4.4. If Client chooses to participate by uploading its information to its shared resource sections of TSL’s website,
<br />Client hereby authorizes TSL to share any intellectual property owned by Client (“User Generated Content”) that its
<br />Users upload to the shared resources section of TSL’s website with TSL’s third-party customers and users that are
<br />unrelated to Client (“Other TSL Customers”); provided that TSL must provide notice to Client’s users during the upload
<br />process that such User Generated Content will be shared with such Other TSL Customers.
<br />5. Term and Notice.
<br />5.1. Term. The term of this Agreement shall commence on the Effective Date and will remain in full force and effect
<br />for the term indicated in Schedule A (“Term”). Upon expiration of the Init ial Term, this agreement shall automatically
<br />renew for successive one (1) year periods (each, a “Renewal Term”), unless notice is given by either party of its intent
<br />to terminate the Agreement, at least sixty (60) days prior to the scheduled termination date. Upon expiration of the
<br />Initial or any Renewal Term, access to the Services may remain active for thirty (30) days solely for purpose of
<br />Company’s record keeping (the “Expiration Period”). Any access to or usage of the Services following the Expiration
<br />Period shall be deemed Client’s renewal of the Agreement under the same terms and conditions.
<br />5.2. Notice. All required notices hereunder by either party shall be given by personal delivery (including reputable
<br />courier service), fees prepaid, or by sending such notice by registered or certified mail return receipt requested,
<br />postage prepaid, and addressed as set forth on the last page of this Agreement. Such notices shall be deemed to
<br />have been given and delivered upon receipt or attempted delivery (if receipt is refused), as the case may be, and the
<br />date of receipt identified by the applicable postal service on any return receipt card shall be conclusive evidence of
<br />receipt. Either party, by written notice to the other as above described, may alter the address for receipt by it of written
<br />notices hereunder.
<br />DocuSign Envelope ID: 6C584E07-B9D4-4BC2-A04F-262D3B0B6BA6
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