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Vivid Learning Systems

Licensor
Vivid Learning Systems, Inc. (“Vivid”) is the owner and Licensor of or has rights to license certain training services and programs contained on electronic media (hereinafter referred to as “Training”).

Grant of License
Licensee hereby purchases an annual training license from Vivid, and Vivid grants a nonexclusive, non-transferable license to use the Training and all its manuals, instructions, and other documentation (the “Documentation”) associated with training products and services summarized on the first page of this P.O. (the “Training”).

Term of License
The term of this license agreement (the “Agreement”) shall be for one (1) year from the date executed (the “Delivery Date”) except for OSHA 10, OSHA 30, or DOT training which is valid for six (6) months from the Delivery Date, Coding Strategies content which is valid for 30 days from the first launch of the course but is only valid during the Period of Agreement, and MSHA Part 48 New Miner training which is valid for only the specific course dates purchased. After the initial term of any one (1) year subscription, this Agreement will automatically renew for successive one (1) year periods, unless Licensee notifies Vivid in writing of its intent to terminate this Agreement at least sixty (60) days prior to expiration of the then existing annual term.

Payment
Payment shall be due and payable to Vivid no later than thirty (30) days after this Agreement has been executed. The license fees shall be set forth on page 1 of this Agreement. Licensee fees of less than $1,000 must be paid by credit card prior to receiving access to the training. Any late fees shall incur interest of 1.5% per month or the maximum allowable by law, whichever is greater. In addition to any unpaid fees, Licensee shall be responsible for Vivid’s reasonable costs of collection, including but not limited to attorney fees.

Ownership
Nothing contained in this Agreement shall by express grant, implication, estoppel, or otherwise, create in either party any right, title, interest, or license in or to the inventions, patents, trade secrets, technical data, computer software, or software documentation of Vivid. Vivid or its partners retain exclusive title, copyright, and all intellectual property rights in and to the Training and Documentation.

Updates
At no cost to Licensee, Vivid shall provide Training and Documentation reasonably maintained to current regulatory standards by providing updates to standard content as regulatory requirements change and by making operating improvements, in each case the timing and necessity of which shall be determined by Vivid in its sole reasonable discretion (“Updates”). Updates may contain, for example, regulatory changes, additional questions to the “question bank”, and “lessons learned” information gathered during previous years. Updates shall not include Version upgrades, which may be offered and may be separately purchased at additional cost.

Limited Warranty
Vivid warrants that if the Training fails to substantially conform to the specifications in the Documentation and that the non-conformity is reported in writing by Licensee within ninety (90) days from the Delivery Date, then Vivid shall either, in its sole discretion, remedy the nonconformity or, refund the purchase price to Licensee upon return of all copies of the Training and Documentation to Vivid. In the event of a refund, the Training license granted under this Agreement shall immediately terminate. This constitutes Vivid’s sole obligation and Licensee’s sole remedy with respect to the Training. Vivid will provide its reasonable efforts in all products and/or services furnished hereunder. Vivid shall not in any case be liable for the content of the Training and Licensee hereby agrees to hold Vivid harmless from and against any costs, claims, losses and other liabilities incurred by Licensee based on its use or inability to use the Training. Licensee acknowledges that it has sole responsibility to provide adequate safety training to its staff and others to whom Licensee provides training.

Assignment
This Agreement may not be assigned or otherwise transferred by Licensee in whole or in part without the express prior written consent of Vivid, which consent will not unreasonably be withheld. This Agreement shall benefit and be binding upon the successors and assigns of the parties hereto.

Severability
If any part, term, or provision of the Agreement shall be held void, illegal, unenforceable, or in conflict with any law of a federal, state, or local government having jurisdiction over this Agreement, the validity of the remaining provisions shall not be affected thereby.

Choice of Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Washington and any action brought to enforce any provision or obligation hereunder shall be brought in a court of competent jurisdiction in Benton or Franklin County, Washington. The prevailing party in any such proceeding shall be entitled to receive from the other party all reasonable attorneys’ fees incurred by such prevailing party and all costs reasonably incurred in connection therewith.

Additional Terms & Conditions
Licensee hereby acknowledges that it has reviewed such terms and conditions. Vivid reserves the right to change or update such terms and conditions, and, while it will make reasonable efforts to notify Licensee of such changes, it undertakes no obligation to do so, and Licensee agrees it is responsible for periodically reviewing such terms and conditions to ensure its ongoing compliance therewith.