Illumeo Corporate Access Agreement

This is a Legally Binding Agreement
Please read this Agreement carefully. By purchasing access to Illumeo for yourself and/or members of your company, you acknowledge that you have read and understood the terms and conditions of this Agreement, that you are authorized to enter into this Agreement by your company, and that your company agrees to be bound by all of its provisions.

This Illumeo Corporate Access Agreement (the “Agreement”), is entered into as of the date the order is entered online (“Order Date”), unless such order is rejected in writing by Illumeo within seven (7) days of the Order Date, which Illumeo may do for any reason or no reason, at its sole discretion. This Agreement is by and between Illumeo, Inc., a Delaware corporation (“Illumeo”) located at 99 Almaden Blvd, Suite 975, San Jose, CA 95113 and the company identified in the online order form (“Customer”).

1.       Definitions. Capitalized terms in this Agreement shall be defined as follows:

“Named User” means a specific employee or independent contractor authorized by the Customer to access the Illumeo Expertise Management Platform through the assignment of a single user identification name, regardless of whether or not the individual is using a course at any given time. No user other than the single authorized individual user may use the Named User identification name. Named Users are limited to the number of Users set forth in the chart below (the “Customer Access Terms”). If a Named User is no longer an employee or independent contractor of the Customer, the Customer may deactivate that user and a new user may be designated as a Named User without additional fees.
“Illumeo Expertise Management Platform” means that set of online courses, learning tools, and manager dashboards available on the Illumeo Website as such courses and tools may change from time to time.
“Illumeo Website” means the top level domain, secondary webpages and lower level webpages that are found at www.Illumeo.com.

2.       Access Right.
Customer shall have the right to allow the number of Named Users set forth in its online order form to access courses offered on the Illumeo Expertise Management Platform solely to provide education and training to the Named Users. None of Company nor any Named User shall have the right to allow the course to be displayed to any individual other than a Named User. Illumeo provides to Customer access to the Illumeo Expertise Management Platform under the terms of this Agreement. Customer will insure that each Named User will comply with applicable law and Illumeo’s Terms and Policies set forth on the Illumeo Website including, without limitation, its User Agreement, Privacy Policy, Copyright Policy, Disclaimer, and event Registration Policy (collectively, the “Illumeo Policies”).

3.       No Right to Copy or Redistribute.
None of Customer nor any Named User shall have the right to copy or redistribute any course published on the Illumeo Expertise Management Platform.

4.       Price; Additional Named Users.
The price for access by the initial Named Users shall be Illumeo’s then current pricing as available on Illumeo’s online order form. Should Customer desire to add new Named Users at a later date and before the end of the Term of this Agreement, the Customer can do so for a pro-rated period of time at a pro-rated price. In other words, additional Named Users shall be able to use the Illumeo Expertise Management Platform through the end of existing Term of this Agreement. At the end of which Term the additional Named Users will be added to the total user count for the annual renewal term, unless a change is requested in writing by Customer prior to the renewal term. The pro-rated price for additional Named Users shall be based on the ratio of the number of days from the Effective Date of the Customer’s Insertion Order to the End Date of the Original Term divided by three hundred sixty five (365). The above notwithstanding, if the number of days from the Effective Date of the Insertion Order to the end date of the original Term is one hundred eighty (180) days or less, the minimum pro-rated price shall be fifty-percent (50%) of the original single user access price .

5.       Fees and Payment.
All invoices sent by Illumeo are due and payable upon receipt. Any payment not received thirty (30) days after Customer’s receipt of such invoice shall be subject to a late payment charge of 1.5% of the invoice amount for each calendar month that the payment is late, or the highest rate permitted by law, if lower. All pricing terms not otherwise disclosed by Illumeo are confidential, and Customer agrees not to disclose them to any third party.

6.       Term; Service Termination for Breach.
The term of Customer’s access to the Illumeo Expertise Management Platform shall twelve (12) months from the Order Date. The term may be renewed for successive terms upon payment no later than thirty (30) days prior to the end of the then current term at Illumeo’s rates and terms then in effect or as set forth in the Customer Access Terms. Illumeo reserves the right to suspend or terminate access by Customer or any Named User, without notice, if (a) Customer fails to pay the applicable amount when due, or (b) Customer violates any term of this Agreement, or the Illumeo Policies. In the event of termination as described in this Section, Customer shall not be entitled to any refund of fees paid for the terminated Agreement. Upon termination, all sections of this Agreement, except Section 2, shall survive.

7.       Marketing Rights.
Customer will allow Illumeo to include Customer’s company name and logo on the Illumeo website under the “Customers” section of the website.

8.       Warranty Disclaimer.
THE COURSES ARE PROVIDED “AS IS”. ILLUMEO EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING OUT OF CONDUCT OR TRADE PRACTICE.

9.       Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ONE ANOTHER OR ANY THIRD PARTY, FOR: (A) ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR RELIANCE DAMAGES OF ANY KIND OR OTHER LOSS, IN CONNECTION WITH, ARISING OUT OF, OR RELATING TO, THE USE, OR LOSS OF USE OF, THE ILLUMEO WEBSITE, THE ILLUMEO EXPERTISE MANAGEMENT PLATFORM, OR ANY COURSE. IF EITHER PARTY IS FOUND TO BE LIABLE UNDER THIS AGREEMENT, EXCEPT FOR CUSTOMER’S OBLIGATION UNDER SECTION 3 AND CUSTOMER’S OBLIGATION TO PAY THE FEES DESCRIBED IN SECTION 4, SUCH PARTY'S TOTAL CUMULATIVE LIABILITY SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO ILLUMEO DURING THE ONE (1) YEAR PERIOD PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE LIABILITY.

10.       Illumeo Proprietary Rights.
Customer acknowledges and agrees that Illumeo and its suppliers own, as against Customer, all legal right, title and interest in and to the Illumeo Website and each of the courses on the Illumeo Expertise Management Platform whether such rights are registered or unregistered, and wherever in the world those rights may exist. As between the parties, all materials associated with the Illumeo Expertise Management Platform, including, without limitation, graphics, user and visual interfaces, images, software, applications, and text, as well as the design, structure, selection, coordination, expression, "look and feel", and arrangement of the Illumeo Expertise Management Platform and its content, and the content of each course on the Illumeo Expertise Management Platform, except where developed with Customer content for internal use by Customer, and the domain names, trademarks, service marks, proprietary logos and other distinctive brand features associated with the Illumeo Expertise Management Platform and each course, are all owned, as against Customer, by Illumeo or its suppliers. All rights not expressly granted by Illumeo under this Agreement are reserved, and Customer has no implied rights, or any rights that arise by estoppel.