MASTER SUBSCRIBTION AGREEMENT
THIS MASTER SUBSCRIPTION AGREEMENT GOVERNS CUSTOMER’S ACQUISITION AND USE OF TRAINLEGAL SERVICES.
TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.
BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
TRAINLEGAL’s direct competitors are prohibited from accessing the Services, except with TRAINLEGAL’s prior written consent.
It is effective between Customer and TRAINLEGAL as of the date of Customer’s accepting this Agreement.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Agreement” means this Master Subscription Agreement.
“Content” means information obtained by TRAINLEGAL from material created by TRAINLEGAL, its third party content providers or publicly available sources and made available to Customer through the Services, or pursuant to an Order Form, as more fully described in the Documentation.
“Customer” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Order Forms.
“Customer Data” means electronic data and information submitted by or for Customer to the Services, excluding Content and Non-TRAINLEGAL Applications.
“Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between Customer and TRAINLEGAL or any of their Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
“Purchased Services” means Services that Customer or Customer’s Affiliate purchases under an Order Form or online purchasing portal.
“Services” means the products and services that are ordered by Customer under an Order Form or online purchasing portal, and made available online by TRAINLEGAL, including associated TRAINLEGAL offline or mobile components, as described in the Documentation. “Services” exclude Content and Non-TRAINLEGAL Applications.
“TRAINLEGAL” means the company described in the “TRAINLEGAL Contracting Entity, Notices, Governing Law, and Venue” section below.
“User” means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by Customer to use a Service, for whom Customer has purchased a subscription and to whom Customer (or, when applicable, TRAINLEGAL at Customer’s request) has supplied a user identification and password (for Services utilizing authentication).
TRAINLEGAL SDN BHD is the company providing the services [hereinafter referred to as TRAINLEGAL]
2.1 Provision of Purchased Services. TRAINLEGAL will (a) make the Services and Content available to Customer pursuant to this Agreement, and the applicable Order Forms and Documentation, (b) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which TRAINLEGAL shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond TRAINLEGAL’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving TRAINLEGAL employees), Internet service provider failure or delay, Non-TRAINLEGAL Application, or denial of service attack, and (c) provide the Services in accordance with laws and government regulations applicable to TRAINLEGAL’s provision of its Services to its customers generally (i.e., without regard for Customer’s particular use of the Services), and subject to Customer’s use of the Services in accordance with this Agreement, the Documentation and the applicable Order Form.
2.2 Protection of Customer Data. TRAINLEGAL will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, as described in the Documentation.
2.3 TRAINLEGAL Personnel. TRAINLEGAL will be responsible for the performance of its personnel (including its employees and contractors) and their compliance with TRAINLEGAL’s obligations under this Agreement, except as otherwise specified in this Agreement.
2.4 NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS” SECTION BY TRAINLEGAL AS BELOW, DURING THE SUBCRIPTION PERIOD, THE SERVICES ARE PROVIDED “AS-IS” AND “WITHOUT FAULT, WITHOUT ANY WARRANTY AND TRAINLEGAL SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE SERVICES FOR THE SUBCRIPTION PERIOD WITHOUT LIMITING THE FOREGOING, TRAINLEGAL AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT:
(A) CUSTOMER’S USE OF THE SERVICES DURING THE SUBSCRIPTION PERIOD WILL MEET CUSTOMER’S REQUIREMENTS, AND
(B) CUSTOMER’S USE OF THE SERVICES DURING THE SUBCRIPTION PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO TRAINLEGAL AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE SERVICES DURING THE SUBSCRIPTION PERIOD, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.
INFORMATION PROVIDED DURING THE SUBCRIPTION PERIOD IS ON A AS-IS BASIS.
- USE OF SERVICES AND CONTENT
3.1 Subscriptions. Unless otherwise provided in the applicable Order Form or Documentation, (a) Purchased Services and access to Content are purchased as subscriptions for the term stated in the applicable Order Form or in the applicable online purchasing portal, (b) subscriptions for Purchased Services may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by TRAINLEGAL regarding future functionality or features.
3.2 Usage Limits. Services and Content are subject to usage limits specified in Order Forms and Documentation. If Customer exceeds a contractual usage limit, TRAINLEGAL may work with Customer to seek to reduce Customer’s usage so that it conforms to that limit. If, notwithstanding TRAINLEGAL’s efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute an Order Form for additional quantities of the applicable Services or Content promptly upon TRAINLEGAL’s request, and/or pay any invoice for excess usage in accordance with the “Invoicing and Payment” section below.
3.3 Customer Responsibilities. Customer will (a) be responsible for Users’ compliance with this Agreement, Documentation and Order Forms, (b) be responsible for the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with the Services, and the interoperation of any Non-TRAINLEGAL Applications with which Customer uses Services or Content, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify TRAINLEGAL promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with this Agreement, Documentation, Order Forms and applicable laws and government regulations, and (e) comply with terms of service of any Non-TRAINLEGAL Applications with which Customer uses Services or Content. Any use of the Services in breach of the foregoing by Customer or Users that in TRAINLEGAL’s judgment threatens the security, integrity or availability of TRAINLEGAL’s services, may result in TRAINLEGAL’s immediate suspension of the Services, however TRAINLEGAL will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.
3.4 Customer Responsibilities Usage Restrictions. Customer will not (a) make any Service or Content available to anyone other than Customer or Users, or use any Service or Content for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in an Order Form or the Documentation, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service or Non-TRAINLEGAL Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service or Non-TRAINLEGAL Application to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Services or Content in a way that circumvents a contractual usage limit, or use any Services to access or use any of TRAINLEGAL intellectual property except as permitted under this Agreement, an Order Form, or the Documentation, (h) modify, copy, or create derivative works based on a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an Order Form or the Documentation, (j) frame or mirror any part of any Service or Content, other than framing on Customer’s own intranets or otherwise for its own internal business purposes or as permitted in the Documentation, (k) disassemble, reverse engineer, or decompile a Service or Content or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent.
3.5 Removal of Content and Non-TRAINLEGAL Applications. If Customer receives notice that Content or a Non-TRAINLEGAL Application must be removed, modified and/or disabled to avoid violating applicable law, third-party rights, or the Acceptable Use Policy, Customer will promptly do so. If Customer does not take required action in accordance with the above, or if in TRAINLEGAL’s judgment continued violation is likely to reoccur, TRAINLEGAL may disable the applicable Content, Service and/or Non-TRAINLEGAL Application. If requested by TRAINLEGAL, Customer shall confirm such deletion and discontinuance of use in writing. In addition, if TRAINLEGAL is required by any third party rights holder to remove Content, or receives information that Content provided to Customer may violate applicable law or third-party rights, TRAINLEGAL may discontinue Customer’s access to Content through the Services.
- NON-TRAINLEGAL PRODUCTS AND SERVICES
4.1 Non-TRAINLEGAL Products and Services. TRAINLEGAL or third parties may make available (for example, through a Marketplace or otherwise) third-party products or services, including, for example, Non-TRAINLEGAL Training provider services and other consulting services. Any acquisition by Customer of such products or services, and any exchange of data between Customer and any Non-TRAINLEGAL provider, product or service is solely between Customer and the applicable Non-TRAINLEGAL provider. TRAINLEGAL does not warrant or support Non-TRAINLEGAL Applications or other Non-TRAINLEGAL products or services, whether or not they are designated by TRAINLEGAL as “certified” or otherwise, unless expressly provided otherwise in an Order Form. TRAINLEGAL is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Non-TRAINLEGAL Application or its provider.
4.2 Integration with Non-TRAINLEGAL Applications. The Services may contain features designed to interoperate with Non-TRAINLEGAL Applications. TRAINLEGAL cannot guarantee the continued availability of such Service features, and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non-TRAINLEGAL Application ceases to make the Non-TRAINLEGAL Application available for interoperation with the corresponding Service features in a manner acceptable to TRAINLEGAL.
- FEES AND PAYMENT
5.1 Fees. Customer will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services and Content subscriptions purchased and not actual usage, (ii) payment obligations are non- cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.
5.2 Invoicing and Payment. Customer will provide TRAINLEGAL with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to TRAINLEGAL. If Customer provides credit card information to TRAINLEGAL, Customer authorizes TRAINLEGAL to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in the “Term of Purchased Subscriptions” section below. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, TRAINLEGAL will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to TRAINLEGAL and notifying TRAINLEGAL of any changes to such information.
5.3 Overdue Charges. If any invoiced amount is not received by TRAINLEGAL by the due date, then without limiting TRAINLEGAL’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) TRAINLEGAL may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” section above.
5.4 Suspension of Service and Acceleration. If any charge owing by Customer under this or any other agreement for services is 30 days or more overdue, (or 10 or more days overdue in the case of amounts Customer has authorized TRAINLEGAL to charge to Customer’s credit card), TRAINLEGAL may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full, provided that, other than for customers paying by credit card or direct debit whose payment has been declined, TRAINLEGAL will give Customer at least 10 days’ prior notice that its account is overdue, in accordance with the “Manner of Giving Notice” section below for billing notices, before suspending services to Customer. Initial subscription starts only after payment is secured, and renewal payment if delayed can lead to suspension of services.
5.5 Payment Disputes. TRAINLEGAL will not exercise its rights under the “Overdue Charges” or “Suspension of Service and Acceleration” section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
5.6 Taxes. TRAINLEGAL’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If TRAINLEGAL has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, TRAINLEGAL will invoice Customer and Customer will pay
that amount unless Customer provides TRAINLEGAL with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, TRAINLEGAL is solely responsible for taxes assessable against it based on its income, property and employees.
- PROPRIETARY RIGHTS AND LICENSES
6.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, TRAINLEGAL, its Affiliates, its licensors and Content Providers reserve all of their right, title and interest in and to the Services and Content, including all of their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.
6.2 Access to and Use of Content. Customer has the right to access and use applicable Content subject to the terms of applicable Order Forms, this Agreement and the Documentation.
6.3 License by Customer to TRAINLEGAL. Customer grants TRAINLEGAL, its Affiliates and applicable
contractors a worldwide, limited-term license to host, copy, use, transmit, and display any Non-TRAINLEGAL Applications and program code created by or for Customer using a Service or for use by Customer with the Services, and Customer Data, each as appropriate for TRAINLEGAL to provide and ensure proper operation of the Services and associated systems in accordance with this Agreement. If Customer chooses to use a Non-TRAINLEGAL Application with a Service, Customer grants TRAINLEGAL permission to allow the Non-TRAINLEGAL Application and its provider to access Customer Data and information about Customer’s usage of the Non-TRAINLEGAL Application as appropriate for the interoperation of that Non-TRAINLEGAL Application with the Service. Subject to the limited licenses granted herein, TRAINLEGAL acquires no right, title or interest from Customer or its licensors under this Agreement in or to any Customer Data, Non-TRAINLEGAL Application or such program code.
6.4 License by Customer to Use Feedback. Customer grants to TRAINLEGAL and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of TRAINLEGAL’s or its Affiliates’ services.
7.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) 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. Confidential Information of Customer includes Customer Data; Confidential Information of TRAINLEGAL includes the Services and Content, and the terms and conditions of this Agreement and all Order Forms (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information 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) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional TRAINLEGAL services.
7.2 Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, TRAINLEGAL may disclose the terms of this Agreement and any applicable Order Form to a subcontractor or Non-TRAINLEGAL Application Provider to the extent necessary to perform TRAINLEGAL’s obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein.
7.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
- REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
8.1 Representations. Each party represents that it has validly entered into this Agreement and has the legal
power to do so.
8.2 TRAINLEGAL Warranties. TRAINLEGAL warrants that during an applicable subscription term (a) this Agreement, the Order Forms and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, (b) TRAINLEGAL will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with the applicable Documentation, and (d) subject to the “Integration with Non-TRAINLEGAL Applications” section above, TRAINLEGAL will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Customer’s exclusive remedies are those described in the “Termination” and “Refund of Payment upon Termination” sections below.
8.3 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, TRAINLEGAL DOES NOT GIVE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS. CONTENT ARE PROVIDED “AS IS,” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.
9.1 Indemnification by TRAINLEGAL. TRAINLEGAL will not indemnify the Customer for any infringement of Purchase Services. If TRAINLEGAL receives information about an infringement or misappropriation claim related to a Service, TRAINLEGAL may in its sole discretion and at no cost to Customer (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching TRAINLEGAL’s warranties under “TRAINLEGAL Warranties” above, (ii) obtain a license for Customer’s continued use of that Service in accordance with this Agreement. The above rectification obligations do not apply if (1) the allegation does not state with specificity that the Services are the basis of the Claim Against Customer; (2) a Claim Against Customer arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by TRAINLEGAL, if the Services or use thereof would not infringe without such combination; (3) a Claim Against Customer arises from Services under an Order Form ; or (4) a Claim against Customer arises from Content, a Non-TRAINLEGAL Application or Customer’s breach of this Agreement, the Documentation or applicable Order Forms.
9.2 Indemnification by Customer. Customer will indemnify TRAINLEGAL and its Affiliates against any claim, demand, suit or proceeding made or brought against TRAINLEGAL where Customer infringes or misappropriates such third party’s intellectual property rights, or arising from Customer’s use of the Services or Content in an unlawful manner or in violation of the Agreement, the Documentation, or Order Form (each a “Claim Against TRAINLEGAL”), and will indemnify TRAINLEGAL for any damages, attorney fees and costs arising thereof.
9.3 Exclusive Remedy. This “Indemnification” section states the Customer’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third party claim described in this section.
- LIMITATION OF LIABILITY
10.1 Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF TRAINLEGAL TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES FOR ONE MONTH OF SUBSCRIPTION HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY
IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
10.2 Exclusion of Consequential and Related Damages. IN NO EVENT WILL TRAINLEGAL OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
- TERM AND TERMINATION
11.1 Term of Agreement. This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated.
11.2 Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year, unless either party gives the other written notice (email acceptable) at least 30 days before the end of the relevant subscription term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at TRAINLEGAL’s applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume or subscription length for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.
11.3 Termination. A party may terminate this Agreement for cause (i) upon 30 days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
11.4 Refund or Payment upon Termination. If this Agreement is terminated by Customer in accordance with the “Termination” section above, there is no refund of fee by TRAINLEGAL for the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by TRAINLEGAL in accordance with the “Termination” section above, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms to the extent permitted by applicable law. In no event will termination relieve Customer of its obligation to pay any fees payable to TRAINLEGAL for the period prior to the effective date of termination.
11.5 Surviving Provisions. The sections titled “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Removal of Content and Non-TRAINLEGAL Applications,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement, and the section titled “Protection of Customer Data” will survive any termination or expiration of this Agreement for so long as TRAINLEGAL retains possession of Customer Data.
11.6 Amendments. TRAINLEGAL, at its sole discretion reserves the rights to change/amend/include/exclude any terms in this Master Subscription Agreement that it deems fit from time to time, without consultation with the Customer.
- GENERAL PROVISIONS
12.1 Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.
12.2 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between TRAINLEGAL and Customer regarding Customer’s use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.
12.3 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
12.4 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
12.5 Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a
waiver of that right.
12.6 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
12.7 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice.
12.8 TRAINLEGAL Contracting Entity, Notices, Governing Law, and Venue. The TRAINLEGAL entity entering into this Agreement, the address to which Customer should direct notices under this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled.
12.9 Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer. All other notices to Customer will be addressed to the relevant Services system administrator designated by Customer.
12.10 Agreement to Governing Law and Jurisdiction. Each party agrees to the applicable governing law of Malaysia. without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.
- WARRANTIES FOR CUSTOMERS
13.1 Agreed Quality of the Services.TRAINLEGAL warrants that during an applicable subscription term (a) this Agreement, the Order Forms and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, (b) TRAINLEGAL will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with the applicable Documentation, and (d) subject to the “Integration with Non-TRAINLEGAL Applications” section above, TRAINLEGAL will not materially decrease the overall functionality of the Services.
13.2 Content. TRAINLEGAL is not designating or adopting Content as its own and assumes no warranty or
liability for Content. TRAINLEGAL is a learning platform and is not to be considered a Consultancy
platform in replacement of Legal Advice by Qualified Professionals.
14.1 Reporting of Defects. Customer shall report any deviation of the Services from the “Agreed Quality of the Services” section (“Defect”) to TRAINLEGAL in writing without undue delay and shall submit a detailed description of the Defect or, if not possible, of the symptoms of the Defect. Customer shall forward to TRAINLEGAL any useful information available to Customer for rectification of the Defect.
14.2 Remedies resulting from Defects.TRAINLEGAL shall rectify any Defect within a reasonable period of time. If TRAINLEGAL is responsible for the Defect or if TRAINLEGAL is in default with the rectification, Customer may assert claims for the damage caused in the scope specified in the “Limitation of Liability” section below.
14.3 Defects in Title. Defects in title of the Services shall be handled in accordance with the provisions of Clause 9 “Indemnification”.
14.4 Exclusions.Customer shall have no claims under this Clause 14 “Warranty” if a Defect was caused by the Services not being used by Customer in accordance with the provisions of this Agreement, the Documentation and the applicable Order Forms.
- INVOICING AND PAYMENT
15.1 Invoicing and Payment. Fees will be invoiced in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, fees are due net 30 days from the invoice date. The parties acknowledge that invoices are also be submitted electronically by TRAINLEGAL in accordance with the “Electronic Invoicing” section and any delay shall not affect the foregoing payment term. Customer shall be responsible for providing complete and accurate billing and contact information to TRAINLEGAL and shall notify TRAINLEGAL of any changes to such information.
15.2 Overdue Charges. Subject to the “Payment Disputes” section below, if any invoiced amount is not received by TRAINLEGAL by the due date, then without limiting TRAINLEGAL’s rights or remedies, those charges, without the need for notice of default, may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower and/or (b) TRAINLEGAL may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” section above.
- SUSPENSION OF SERVICE
16.1 Suspension of Service. Subject to the “Payment Disputes” section below, if any charge owing by Customer under this or any other agreement for services is 30 days or more overdue, (or 10 or more days overdue in the case of amounts Customer has authorized TRAINLEGAL to charge to Customer’s credit card), TRAINLEGAL may, without limiting its other rights and remedies, suspend Services until such amounts are paid in full, provided that, other than for customers paying by credit card or direct debit whose payment has been declined, TRAINLEGAL will give Customer at least 10 days’ prior notice that its account is overdue, in accordance with the “Manner of Giving Notice” section below for billing notices, before suspending services to Customer.
17.1 Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.