Services Agreement

This Services Agreement (“Agreement”), for access to Traliant’s online training programs and training-administration tools, is entered into between Traliant Holdings, LLC., located at 1600 Rosecrans Ave., 4th Floor Media Ctr., Manhattan Beach, CA 90266 (“Traliant”), and Customer (each a “Party,” and together the “Parties”).

1.     License and Services

(a)  Access to Programs.  Traliant will provide Customer with access to Traliant’s proprietary Preventing Discrimination & Harassment Library (English language), which includes Traliant’s proprietary software and content (“Programs”). The Programs will be made accessible to Customer via Traliant’s Internet website located at lmsec.traliant.com.

(b)  License.  Subject to the terms and conditions of this Agreement, Traliant hereby grants Customer a limited, non-exclusive, non-transferable right to perform, display, and use Programs solely for Customer’s own internal employee training purposes. Each licensed employee in Traliant’s training-management system will be allowed unlimited access to Programs within the Term of this Agreement (as defined below). Customer may not exceed the number of employees for whom a license has been purchased.

(c)  Support.  Traliant will provide the following basic services: (i) Updating of content to reflect changes in the law affecting Programs content; and (ii) reasonable access, either online or by telephone, to customer support.

(d)  Limitations.  Except as expressly permitted in this Agreement, Customer shall not (and shall not allow any third party to): (i) modify, translate or create “Derivative Works” (as defined at 17 U.S.C. § 101) of the Programs other than to customize the training content in the Programs as set forth below; (ii) reproduce or distribute the Programs; (iii) provide access to the Programs to any third party; (iv) allow the removal, alteration, covering or obscuring of any copyright notice or any other notice or mark that appears on the Programs, on any copies, or any media; or (v) reverse engineer or interfere with the operation of the Programs.

2.     Implementation

Traliant is available to assist Customer with the importing of employee data, and attachment of a policy, for Customer’s initial rollout.

3.   Warranty; Disclaimer

(a)  Warranty.  Traliant warrants that (i) any services will be rendered in a professional manner by personnel familiar with the training programs and training-management software; and (ii) for the term of this Agreement, the Programs (as made available to Customer) will conform to their material specifications. Traliant’s exclusive obligation, and Customer’s sole remedy, for breach of these warranties will be (i) to re-perform the services at no additional charge, and (ii) at Traliant’s option, to repair or replace any such non-conforming Programs or, to refund the fees paid by Customer for such non-conforming Programs. Any replacement Programs will not extend the warranty.

These warranties will not apply if the Programs are: (i) modified or altered in any way (other than by Traliant or with the specific prior written consent of Traliant); (ii) not updated with the corrections, patches, fixes, updates, improvements or enhancements that Traliant may make available from time to time; (iii) used in any manner or for any purpose not specifically permitted by this Agreement or the documentation.

(b)  Disclaimer.  EXCEPT AS SET FORTH ABOVE, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRALIANT DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, ORAL OR WRITTEN, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF THE TRADE.

(c)  NO LEGAL ADVICE. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE PROGRAMS ARE PROVIDED FOR EDUCATIONAL PURPOSES ONLY AND MAY NOT BE RELIED UPON AS LEGAL ADVICE AND THAT TRALIANT SHALL HAVE NO LIABILITY TO CUSTOMER OR ANY OTHER PERSON RELATING TO OR RESULTING FROM THE USE OF THE PROGRAMS AND THE INFORMATION INCLUDED THEREIN, OR ANY ERRORS IN OR OMISSIONS THEREFROM.  TRALIANT WILL NOT BE LIABLE IN RESPECT OF ANY DECISIONS MADE BY CUSTOMER AS A RESULT OF THE PERFORMANCE BY TRALIANT OF ITS SERVICES HEREUNDER OR IN CONNECTION WITH SERVICES OFFERED.

4.   Limitation of Liability

IN NO EVENT SHALL (A) TRALIANT BE LIABLE FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT, HOWEVER CAUSED, EVEN IF TRALIANT WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) TRALIANT’S TOTAL LIABILITY FOR ANY LOSS ARISING OUT OF THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER FOR THE PROGRAMS OR SERVICES GIVING RISE TO THE CLAIM.

5.   General

(a)  Term.  The Term of this Agreement is 1 year from the Effective Date. Either party may terminate this Agreement upon written notice if the other party breaches any material provision and fails to cure such breach within thirty (30) days’ written notice thereof. Upon termination or expiration of this Agreement, all licenses granted herein will terminate, and each party will return the other party’s confidential information.

(b)  Confidentiality.  Each Party will not disclose to any third party or use for any purpose not expressly permitted under this Agreement the confidential information provided by the other party, provided that such confidential information is disclosed in written form with a written indication of confidentiality.

(c)  Proprietary Rights. Customer acknowledges that Traliant owns all right, title and interest in and to the Programs and content provided under this Agreement.

     (d)  Severability. If any provision hereof is held to be invalid, illegal or unenforceable, in whole or in part, the remaining provisions of this Agreement shall remain binding and enforceable by and between the parties.

     (e)  Law and Disputes. This Agreement shall be governed by the laws of the State of California, without giving effect to any conflict of law principle that would provide for the application of the law of a different jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. If any dispute between Customer and Traliant arising out of or in connection with this Agreement cannot be resolved by the parties or through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.

     (f)  Assignment. Neither party will assign, sub license, rent, lease or otherwise transfer its rights, duties or obligations under this Agreement to any person or entity without the prior written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. Any attempted assignment in violation of this section will be void.

(h)  Entire Agreement.  This Agreement constitutes the complete and exclusive statement of the mutual understanding of the parties relating to the subject matter hereof and supersedes all prior or contemporaneous agreements or understandings relating to the subject matter of this Agreement. This Agreement may be modified only by a written amendment signed by an authorized representative of each party.