Master Subscription Agreement

MASTER SUBSCRIPTION AGREEMENT

 

This Master Subscription Agreement (“Agreement”) governs Client’s access to and use of the Services provided by Business Training Library, LLC (“BizLibrary”). By executing an Order Form that references this Agreement, or by accessing or using the Services, Client agrees to be bound by this Agreement. If Client registers for a free trial, the terms of this Agreement also apply to that free trial.

This Agreement is effective as of the date Client first accepts or executes an Order Form that incorporates this Agreement by reference (“Effective Date”).

This Agreement was updated as of February 25th, 2026.

 

1. 1. 1. Definitions. As used in this Agreement, the following terms have the meanings given those terms as hereinafter set forth below:
         • “Active Title” means, with respect to a Limited Content Pack, a unique lesson or course offered by BizLibrary available for viewing by Users.
         • “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for the purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
         • “AI Technology” means any and all machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other AI tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment, in each case capable of generating various types of content (including text, images, video, audio, or computer code) based on user-supplied prompts.
         • “Agreement” has the meaning assigned in the preamble.
         • “Client” means the entity executing or otherwise accepting this Agreement.
         • “Client Content” means the text, images, data and other electronic content or information submitted by Client to the Services or created by Client in connection with the use of the Services.
         • “Commencement Date” means the date specified as such on the applicable Order Form is executed by both parties.
         • “Documentation” means BizLibrary’s then current guides and manuals published by BizLibrary and made generally available by BizLibrary for the Services.
         • “Effective Date” shall have the meaning ascribed to that term written above.
         • “Limited Content Pack” means a limited subscription plan that, if selected on the applicable Order Form, grants Client access to a limited number of Active Titles selected by Client pursuant to the terms of Section 2.4
         • “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents, or programs.
         • “Order Form” means the ordering documents for Client’s purchases from BizLibrary that are executed by the parties from time to time. Order Forms shall be deemed incorporated into this Agreement.
         • “Order Form Effective Date” means the date upon which the applicable Order Form is executed by both parties.
         • “Services” means the product(s) listed on an Order Form including, without limitation, all corrections, updates, modifications, releases, versions, reductions, and enhancements to the same. BizLibrary reserves the right to reduce and/or retire certain Services from time to time as may be required, in BizLibrary’s reasonable discretion, to maintain the standard of quality of the Services.
         • “Subscription Term” means the period during which Client may use and access the Services as set forth in the applicable Order Form. The Services may automatically deactivate and become non-operational at the end of the Subscription Term, and Client shall not be entitled to access the Services unless the Subscription Term is renewed.
         • “Swap” means, with respect to a Limited Content Pack, a Client’s ability to exchange one Active Title for another Active Title, pursuant to the terms of Section 2.4
         • “Terms of Use” means the BizLibrary.com Terms of Use applicable to BizLibrary’s products and services posted on www.bizlibrary.com, as the same may be amended, modified, or restated from time to time. The Terms of Use are incorporated herein by this reference.
         • “User(s)” means individuals authorized by Client to use the Services, for whom subscriptions to the Services have been purchased, who have been supplied user identifications and passwords by Client (or by BizLibrary at Client’s request), or who otherwise access and use the Services through or as a result of Client’s use of the Services.
      2. Grant of License.
         • Grant. Subject to the terms and conditions of this Agreement and subject to Client’s and each User’s compliance with the Terms of Use, BizLibrary hereby grants to Client and its Affiliates a nonexclusive, nontransferable license, during the then current Subscription Term, to (a) access and use the Services for Client’s internal business purposes via the internet, and (b) use the Documentation in connection with Client’s and its Affiliates’ use of the Services. Client agrees that its purchase of User subscription(s) for the Services is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by BizLibrary with respect to future functionality or features.
         • Restrictions. The license granted in Section 2.1 above is subject to Client’s and each User’s strict compliance with the terms and conditions of this Agreement and the Terms of Use. Client shall not (and shall not permit its Users to) (i) permit any third party to access or use the Services except as permitted herein or in an Order Form or in violation of applicable law, (ii) license, sublicense, sell, resell, rent, lease, transfer, distribute, use the Services for commercial timesharing, or otherwise commercially exploit the Services; (iii) create derivative works of or based on the Services or cause or permit others to do so; (iv) modify, reverse engineer, translate, disassemble, or decompile the Services, or cause or permit others to do so; (v) copy, frame or mirror any content forming part of the Services, other than on Client’s own intranets or otherwise for its own internal business purposes during the Subscription Term; (vi) access the Services in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the Services; (vii) remove any title, trademark, copyright and/or restricted rights notices or labels from the Services or Documentation; (viii) upload or otherwise transmit through the Services any material which violates or infringes in any way upon the rights of others, which is unlawful, which encourages conduct that would constitute a criminal offense, gives rise to civil liability or otherwise violates any law; (ix) use the Services to store or transmit Malicious Code; (x) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; and/or (xi) attempt to gain unauthorized access to the Services or their related systems or networks.
         • Reserved Rights. BizLibrary hereby reserves all rights in and to the Services not expressly granted in this Agreement. Nothing in this Agreement shall limit in any way BizLibrary’s right to develop, use, license, create derivative works of, or otherwise exploit the Services or to permit third parties to do so.
         • Limited Content Packs. Notwithstanding anything contained herein to the contrary, if Client has selected a Limited Content Pack on the applicable Order Form, then Client’s and User’s access to the Services shall be limited to the number of Active Titles specified on the applicable Order Form.  During implementation, Client shall identify the Active Titles to be included in the applicable Limited Content Pack.  Any delay in Client selecting the Active Titles shall not alter or delay the Subscription Term.  During each twelve-month period from and after the Commencement Date, Client shall have the right to Swap up to twenty percent (20%) of their Active Titles.  In order to Swap Active Title(s), Client shall provide written notice including the Active Title to be added and the Active Title to be replaced to Client’s then current success manager.  Active Titles which have been replaced by a Swap will not be available for launch and viewing by Users.  In the event that any Active Titles selected by Client are retired pursuant to Section 1.3 hereof, Client shall be permitted to Swap Active Titles with the suggested replacements as provided by BizLibrary without reducing the annual Swap limitations.
      3. Use of Services.
         • BizLibrary Responsibilities. BizLibrary will (i) routinely backup all Client Content; (ii) use reasonable security measures to maintain Client’s Users’ login information (e.g., User IDs and passwords) for the Services in confidence; (iii) not use Client Content for any purpose other than to provide the Services; and (iv) meet the Uptime Commitment set forth in Exhibit A.  BizLibrary may access Client’s and any User’s account and Client Content as necessary to identify or resolve technical problems or respond to complaints about the Services, or as otherwise deemed necessary by BizLibrary in order to provide the Services during the applicable Subscription Term. BizLibrary will use commercially reasonable efforts to maintain the confidentiality of Client Content.
         • Client Responsibilities. Client (a) is responsible for Users’ compliance with this Agreement and the Terms of Use, (b) is responsible for the Client Content, and (c) will only use the Services only in accordance with applicable laws and government regulations. Client will prevent unauthorized access to, or use of, the Services, and notify BizLibrary promptly of any such unauthorized access or use. Client is responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of the Services and all charges related thereto. Client shall at all times ensure that (i) Users are limited to employees, consultants, contractors, and agents of Client; and (ii) User subscriptions are assigned to designated Users and cannot be shared or used by more than one User (provided that subscriptions may be reassigned to new Users replacing former Users who are no longer employees, consultants, contractors or agents of Client).
      4. Fees.
         • Payment. In consideration of BizLibrary making the Services available to Client as set forth in this Agreement, Client will pay BizLibrary the amounts set forth in the applicable Order Form (the “Fees”) on the dates set forth therein in US Dollars. Except as otherwise provided in the applicable Order Form, the Fees set forth on each Order Form will be invoiced beginning on the Commencement Date and on each anniversary of the Commencement Date during the Subscription Term.  Except as otherwise specified herein, fees are based on services purchased and not actual usage, payment obligations are non-cancelable, payment terms are quoted from the date of invoice and fees paid are non-refundable. Any payment not received from Client by the due date may accrue, at BizLibrary’s discretion, late charges at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower; from the date such payment was due until the date paid.
         • Books and Records.  Each party will maintain complete and accurate records as are necessary to demonstrate Client’s compliance with its obligations under this Agreement, including actual number of Users of the Services. If Client’s actual number of Users of the Services exceeds the amount set forth on the applicable Order Form, as determined by BizLibrary at their sole discretion, the Fees shall automatically increase in an amount necessary to reflect the actual number of Users based on the Fees set forth in the applicable Order Form, and such new User count shall be used to determine the applicable Fees for the remainder of the then current Subscription Term or until the actual number of Users is further increased and the Fees are thereafter commensurately increased pursuant to this Section 4.2. For the avoidance of doubt, the determination of the actual number of Users shall be exclusively based on the books and records of BizLibrary, accurately maintained in good faith.
         • Reconciliation of Usage. If Client in good faith disputes the user count reflected on an invoice, Client may provide written notice within fifteen (15) days of invoice receipt. During the review, the parties will cooperate to reconcile variances using BizLibrary’s system logs and reasonable Client data. No late fees or suspension will apply to the disputed portion while the dispute is pending, provided Client timely pays all undisputed amounts.
         • Taxes. If BizLibrary has the legal obligation to pay or collect taxes for which Client is responsible, including but not limited to, sales, use, transfer, privilege, excise, value-added and all other taxes and duties that are levied or imposed by reason of performance of BizLibrary under this Agreement, the appropriate amount shall be invoiced to and paid by Client promptly, unless Client provides BizLibrary with a valid tax exemption certificate authorized by the appropriate taxing authority.
      5. Intellectual Property Rights.
         • Generally. All right, title, and interest in and to the Services and Documentation, including, without limitation, all modifications, enhancements, and intellectual property rights thereto belong solely to BizLibrary and/or its applicable suppliers.
         • Ownership of Client Content. As between BizLibrary and Client, Client exclusively owns all right, title, and interest in and to the Client Content. In the event of termination or expiration of this Agreement or any applicable Order Form, BizLibrary will promptly destroy or permanently erase (on all forms of recordation) the Client Content, and BizLibrary will have no other further obligation to maintain or provide access to Client Content.  Notwithstanding the foregoing, BizLibrary may retain copies of the Client Content to the extent required to comply with applicable legal and regulatory requirements, or copies thereof resulting from BizLibrary’s data backup and archiving systems.
         • Suggestions. BizLibrary shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Client or any User relating to the Services without compensation.
      6. Confidentiality.
         • Definition of Confidential Information. “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement (including pricing and other terms reflected in all Order Forms hereunder), the Client Content, the Services, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information (except for Client Content) does not include any information that:  (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
         • Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission.
         • Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).
         • Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. Notwithstanding any other provision, BizLibrary may disclose Client Content if BizLibrary determines that such action is reasonably necessary: (a) to comply with the law, regulatory requirements, or legal or regulatory process; (b) to enforce this Agreement; or (c) to respond to claims that Client is using the Services to perform or support activities that violate the law or the rights of third parties.
         • Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.
      7. Representations and Warranties.
         • Mutual Warranties. Each party represents and warrants that (a) it has the legal power to enter into this Agreement, and (b) the execution, delivery, performance of this Agreement have been duly authorized by the requisite action on the part of each party.
         • Client’s Warranties. Client represents and warrants that (a) it will not transmit to BizLibrary any Malicious Code, (b) it will comply and cause all Users to comply with any and all laws and regulations applicable to the use of the Services, and (c) it is financially solvent, able to pay its debts as they mature and able to complete its obligations hereunder.
         • BizLibrary Warranty. BizLibrary warrants that during the then current Subscription Term the Services will be free of material defects and will function in substantial conformance to the Documentation, subject to BizLibrary’s right to modify the Services pursuant to Section 1.3
         • Disclaimer. BizLibrary does not make any representations or warranties that the functions performed by the Services will meet Client’s requirements, that the operation of the Services will be uninterrupted or error free, or that all defects in the Services will be corrected.  To the extent permitted by applicable law, EXCEPT AS PROVIDED IN THIS SECTION 7, NEITHER PARTY MAKES ANY OTHER WARRANTY,  EXPRESS OR IMPLIED, AND EACH PARTY DISCLAIMS ANY AND ALL OTHER WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE.
      8. Damages and Limitation of Liability.
         • Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS OR FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE SERVICES, EVEN IF EITHER PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
         • Limitation of Liability. IN ALL EVENTS, BIZLIBRARY’S AGGREGATE LIABILITY TO CLIENT FOR CLAIMS RELATING TO THIS AGREEMENT OR THE SERVICES, WHETHER FOR BREACH OF CONTRACT OR IN TORT OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY CLIENT TO BIZLIBRARY HEREUNDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY BEFORE THE CLAIM WHICH GAVE RISE TO THE LIABILITY AROSE.
      9. Indemnification.
         • Indemnification by BizLibrary. Subject to this Agreement, BizLibrary shall defend, indemnify and hold Client harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Client by a third party alleging that the use of the Services as contemplated hereunder infringes the intellectual property rights of a third party. This Section 9.1 states BizLibrary’s entire liability and Client’s exclusive remedy for any claim of infringement.
         • Indemnification by Client. Subject to this Agreement, Client shall defend, indemnify and hold BizLibrary harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with (i) any Claims alleging that the Client Content, or Client’s use of the Services in violation of this Agreement, infringes the intellectual property rights of, or has otherwise harmed, a third party; (ii) any breach or default under this Agreement by Client or any User; or (iii) any failure of any representation, warranty, or covenant made hereunder by Client or any User.
         • Indemnification Process. The party seeking indemnification hereunder shall provide the other party with: (i) prompt written notice of any Claim for which indemnification is sought; (ii) complete control of the defense and settlement of such Claim; and (iii) reasonable assistance and cooperation in such defense at the indemnifying party’s expense. Notwithstanding the foregoing, the indemnified party may participate in the defense of the Claim at its own expense and the indemnifying party may not enter into a settlement of a claim that involves a remedy other than the payment of money by the indemnified party (which amounts must be subject to indemnification by the indemnifying party) without the indemnified party’s written consent.
      10. Monitoring. BizLibrary shall have the right, but not the obligation, to monitor the Client’s use of the Services and Client Content to determine compliance with this Agreement and any operating rules established by BizLibrary and to satisfy any law, regulation, or authorized government request. Without limiting the foregoing, BizLibrary shall have the right to remove any Client Content submitted to the Services that BizLibrary, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.
      11. Term and Termination.
          • Term of Agreement. The term of this Agreement commences on the Effective Date and continues until all Order Forms expire or are otherwise terminated.
          • Subscription Term and Renewal. Client may use and access the Services during the Subscription Term in compliance with this Agreement and the Terms of Use. Subscription Terms shall automatically renew for additional periods equal to the expiring Subscription Term, unless either party gives the other notice of non-renewal at least thirty (30) days prior to the end of the relevant Subscription Term. The per-unit pricing during each subsequent Subscription Term will increase by up to ten percent (10%) above the pricing in effect during the prior Subscription Term, unless BizLibrary provides Client notice of different pricing at least sixty (60) days prior to the expiration of the then current Subscription Term. Pricing notices may be delivered via email to the billing or administrative contact designated on the applicable Order Form. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at BizLibrary’s applicable list price in effect at the time of the applicable renewal. User counts during any subsequent Subscription Term will be subject to the provisions of Section 4.2 of this Agreement.
          • Termination. Each party has the right to terminate this Agreement or any particular Order Form and pursue injunctive relief if the other party breaches or is in default of any material obligation under this Agreement or the applicable Order Form, when such a breach or default (i) is incapable of cure; or (ii), being capable of cure, has not been cured within thirty (30) days after receipt from the other party of written notice of the breach or default.
          • Suspension. BizLibrary reserves the right to suspend access to the Services if (a) Client has undisputed amounts more than ten (30) days past due; (b) BizLibrary reasonably determines that Client or any User(s) are in breach of these Terms; or (c) BizLibrary reasonably determines that Client or any User(s) are using the Services in a way that creates a security vulnerability, may disrupt others’ use of the Services, or have misappropriated or infringed BizLibrary’s or another third-party’s intellectual property or proprietary rights. BizLibrary will only suspend access to the extent, and for the duration, necessary to address the violation and will promptly restore access once the issue has been resolved. BizLibrary will not suspend access if Client is (reasonably and in good faith) disputing a charge and cooperating in resolving the dispute.  Client acknowledges and agrees that if BizLibrary disables access to its Services, Client may be prevented from accessing the Services, its account details, or any files or other Client Content.
          • Effects of Termination. Upon any expiration or termination of this Agreement or any particular Order Form, if Client does not renew in accordance with Section 11.2, the rights and licenses granted hereunder by BizLibrary to Client and each User will automatically terminate, and neither Client nor any User may continue to use the Services. BizLibrary will have no liability for any costs, losses, damages, or liabilities arising out of or related to any termination of this Agreement. If the Agreement is terminated based on BizLibrary’s uncured material breach, BizLibrary shall refund to Client any prepaid fees covering the remainder of the then-current Subscription Term after the effective date of such termination. If the Agreement is terminated based on Client’s uncured material breach, Client shall pay any unpaid fees covering the remainder of then-current Subscription Term after the effective date of such termination. In no event shall any termination relieve Client of the obligation to pay any fees payable to BizLibrary for the period prior to the effective date of termination. Client agrees that BizLibrary is not obligated to refund any portion of subscription fees already paid to BizLibrary other than the prepaid fees as required above, nor is BizLibrary required to provide any Client Content to Client. BizLibrary has no responsibility or obligation to maintain copies of Client Content, and Client must maintain its own source files. Upon the termination of this Agreement for any reason, Client shall, at Client’s sole cost and expense, immediately cease using and cause the Users to cease using the Services.  Termination of this Agreement shall not limit BizLibrary from pursuing any other remedies available to it, including injunctive relief.
      12. Third‑Party Artificial Intelligence Services
          • Client Acknowledgement of AI Usage. Client acknowledges and agrees that BizLibrary may use, integrate, or rely upon any AI Technology to assist in provision of the Services or improvement thereto, including BizLibrary’s use of Client Content within any AI Technology for the purpose of providing, maintaining, and improving the Service, including use of Client Content to (a) train, retrain, tune, validate, modify, update, or otherwise improve AI Technology and features used by BizLibrary in providing the Services hereunder for the benefit of the Client; or (b) train, retrain, tune, validate, modify, update, or otherwise improve AI Technology and features used by BizLibrary in providing services for the benefit BizLibrary or its other clients, provided that any such use of Client Content is solely in aggregated and anonymized form and does not identify Client or permit Client Content to be re‑identified.
          • Third-Party AI Technology Providers. To the extent BizLibrary uses or engages third-party AI Technology providers, BizLibrary shall implement commercially reasonable administrative, physical, and technical safeguards to protect Client Content in accordance with the confidentiality and data-security obligations of this Agreement and applicable law. Such usage may also be subject to the applicable terms and conditions, acceptable‑use policies, or data‑handling requirements imposed by the relevant AI Technology provider and Client acknowledges that certain technical or operational constraints of the AI Technology may apply when Client Content is processed by such third‑party systems. BizLibrary shall ensure that any such third‑party terms prohibit (a) use of Client Content for independent model training, (b) disclosure of Client Content to third parties (except as required by law), and (c) retention of Client Content beyond the period necessary to provide the Services, unless otherwise agreed in writing.
          • No Modification of Ownership or Confidentiality Obligations. Notwithstanding authorized use of the Client Content within any AI Technology as provided in this Section 12, nothing in this Section (a) grants any license or rights in such data beyond what is required for BizLibrary to perform the Service; or (b) negate or otherwise affect Client’s ownership of Client Content as set forth in Section 5.2 hereof. To the extent Client Content consists of Confidential Information, such information will remain subject to the confidentiality provisions set forth in Section 6, and nothing in this Section 12 shall negate or otherwise affect any of BizLibrary’s obligations with respect to Client’s Confidential Information.
      13. Miscellaneous.
          • No Third-Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of the parties and is not intended to benefit any third party. Only the parties to this Agreement may enforce it.
          • Independent Contractors. The parties are independent contractors, and no branch or agency, partnership, association, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this Agreement.
          • Headings; Severability. Headings in this Agreement are for the convenience of the parties only. Accordingly, they shall not constitute a part of this Agreement when interpreting or enforcing this Agreement.  If any portion hereof is found to be void or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.
          • Assignment. Neither party may assign this Agreement or any Order Form without the prior written consent of the other party, except to an Affiliate or an entity that acquires all or substantially all of its stock, business or assets, whether through merger, consolidation, reorganization or otherwise. Any assignment in violation of the foregoing shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
          • Entire Agreement. This Agreement, the Terms of Use, and Order Forms constitute the complete and exclusive understanding and agreement between the parties regarding their subject matter and supersede all prior or contemporaneous agreements or understandings, written or oral, relating to their subject matter.  This Agreement takes precedence over any conflicting terms in any Client-provided purchase or procurement documentation, such as a purchase order, acknowledgement form, or other similar documentation and any pre-printed terms and conditions on or attached to Client’s purchase orders or invoices will be of no force or effect.  To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form shall prevail.
          • Amendment; Waiver. BizLibrary may update this Agreement from time to time.  For any material change, BizLibrary will provide Client at least 30 days’ prior notice via email or in-product notice.  Continued use of the Services after the effective date constitutes acceptance of the updated Agreement.  No waiver of any breach of this Agreement or any Order Form shall constitute a waiver of a subsequent breach, and no delay in enforcing any right or remedy shall constitute a waiver thereof.
          • Force Majeure. Subject to the further provisions of this Section, any delays or failures by either party hereto in the performance of the obligations hereunder shall be excused if and to the extent such delays or failures are caused by occurrences beyond such party’s reasonable control, including, without limitation, acts of God, epidemic, pandemic, strikes or other labor disturbances, war, whether declared or not, sabotage, and/or any other cause or causes, whether similar or dissimilar to those herein specified, which cannot reasonably be controlled by such party. The period of excused performance pursuant to the foregoing shall be (and only shall be) the actual period during which such an occurrence continues. Accordingly, neither party hereto shall have the right to terminate this Agreement for cause on account of a failure of the other party timely to perform its obligations hereunder during the period of such excused performance pursuant to the foregoing.  Notwithstanding the foregoing, in no event shall this Section 13.7 excuse or permit the delay of any payment of money or other monetary obligation of either party hereunder.
          • Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, as if performed wholly within the state and without giving effect to the principles of conflict of law. Any legal actions or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in St. Louis, MO and the parties hereby consent to personal jurisdiction and venue therein.
          • Publicity. Either party may include the other’s name in a factual, text-only client or vendor list. Any use of the other party’s logos, trademarks, or participation in press releases, case studies, or testimonials requires the other party’s prior written consent.
          • Survival. The parties’ rights and obligations under Sections 2.3, 4, 5, 6, 7, 8, 9, 11, 12 and 13 shall survive the termination of this Agreement for any reason.
          • Notices. All notices required or contemplated by this Agreement shall be in writing. Notices from Client to BizLibrary shall be delivered or mailed to BizLibrary, 14500 S Outer Forty Suite 412, Chesterfield, MO 63017, or emailed to accounting@bizlibrary.com and notices from BizLibrary to Client shall be delivered or mailed to Client at the address given in a signed Order Form. Any notice to be given or served hereunder by either party shall be deemed given and received hereunder when delivered personally, emailed, sent by nationally recognized overnight delivery service, or three (3) days after being mailed certified mail, postage prepaid, to Client or BizLibrary in accordance with this Section.  For clarity, renewal and pricing notices, and operational service notices, may be delivered via email to the billing or administrative contact identified on the applicable Order Form and will be deemed given when sent.

    

    

EXHIBIT A

SERVICE LEVEL AGREEMENT

1. 1. Uptime Commitment. BizLibrary will use commercially reasonable efforts to ensure that the Services will be available at least 99% of the time, measured monthly, subject to the exclusions set forth below (“Uptime Commitment”). BizLibrary will use commercially reasonable efforts to minimize the effect of such scheduled downtime and routine maintenance on the Services.
   2. Exclusions. The Uptime Commitment shall not apply in the event of (i) scheduled downtime and any time necessary to implement any updates, upgrades or other modifications to the Services; (ii) any event covered by Section 13.7 of the Agreement, and (ii) any actions or inactions of Client or any third party.
   3. Service Credits.
      • • If BizLibrary fails to meet the required Uptime Commitment in a particular calendar month, Client shall be entitled (as its sole and exclusive remedy) to a credit as set forth below (each an “Uptime Credit”). Any Uptime Credit issued for a particular calendar month will be calculated as a percentage of the actual subscription fees for such month and will be determined as follows:
          

          Actual Uptime Percentage	Uptime Credit %
          ≥99%	0% of monthly subscription fee
          95-99%	5% of monthly subscription fee
          90-95%	10% of monthly subscription fee
          <90%	20% of monthly subscription fee

        • BizLibrary will provide Client with information to permit Client to determine whether the Uptime Commitment has been achieved, and Client agrees that only measurements provided by BizLibrary shall be used for calculation. Any applicable Uptime Credit will be issued as a credit against future subscription fees or, if no additional subscription fees are payable when the Agreement terminates, will be provided to Client in the form of a refund paid within thirty (30) days after the effective date of termination.  All requests for credits must be received within thirty (30) days after the end of the calendar month during which such credit accrued.