This ONLINE SERVICES AGREEMENT (this “Agreement”) is entered into as of
May 1st, 2012 (the “Effective Date”), by and between Tiger Sheep, LLC an
Oregon limitedliability company, (the “Provider”), and you, (the “Customer”).RECITALSA. The Provider has developed and is the owner of the Videos (defined in Section1.1).B. The Provider is also in the business of hosting and offering access to the Videosvia the Internet.C. The Customer wishes to engage the Provider to provide the above services to theCustomer and the Provider wishes to provide those services to the Customer.D. The Provider and the Customer mutually desire to set forth the terms andconditions applicable to the provision of those services.E. The Customer’s acceptance of the terms of this Agreement is a conditionprecedent to the Provider granting Customer access to its Services (defined in Section 1.4).AGREEMENTThe parties agree as follows:SECTION 1. DEFINITIONS1.1 Videos. “Videos” means all Internet-delivered video tutorials made available bythe Provider for use by the Customer as a part of the Services under the terms of this Agreement.1.2 Documentation. “Documentation” means the published user manuals, how-tos,and other documents that relate to the use of the Services or Videos that the Provider hasprovided to the Customer under this Agreement through its Provider Web site.1.3 Users. “Users” means employees of the Customer, or persons under contract withthe Customer, who have access to the Services through the Provider Web site and who are listedon Exhibit A.1.4 Services. “Services” means the Provider’s Internet-delivered Video Tutorials,including Priority Video Requests created at Customer request.1.5 Provider Web site. “Provider Web site” means the site on the World Wide Web(the “Web”) located at Universal Resource Locator www.businessonetraining.com throughwhich the Provider will provide the Services to the Customer under the terms of this Agreement,or any other Web site that the Provider may designate from time to time.1.6 Intellectual Property Rights. “Intellectual Property Rights” means any and allintellectual property or proprietary rights, including without limitation patent, copyright,trademark, service mark, trade secret, moral, and contract rights in any country or jurisdiction inthe world and all registrations, initial applications, renewals, extensions, continuations, divisions,or reissues of them now or hereafter in force.SECTION 2. SERVICESSubject to the terms of this Agreement, the Provider will use reasonable commercialefforts to provide the Services to the Customer and its Users, in accordance with the servicelevels set forth below:2.1 Annual Subscriptions. All Customers with annual subscriptions will haveunrestricted access to all Videos Provider offers as part of its Services as well as access toPriority Video Requests. Provider makes no guarantee of uptime or video quality.SECTION 3. DEPLOYMENT, ACCESS, AND USE OF THE PROVIDER SERVICES3.1 Deployment of the Provider Services. The Provider will use commerciallyreasonable efforts to make the Services available to Customer through the Provider Web site.The Provider makes no guarantee or warranty of uptime for Services nor any guarantee orwarranty for Customer Equipment (defined in Section 3.2.2).3.2 Access to the Provider Online Service.3.2.1 License to Access the Provider Online Service. Subject to the terms ofthis Agreement, the Provider hereby grants to the Customer and its Users, during the term of thisAgreement, a nonsublicensable, nontransferable, nonexclusive, royalty-free license to access theProvider Web Site and to use the Services solely for the Customer’s internal business purposes inconnection with the Customer’s use of the Provider Services. The Customer will make noattempt to, and will not permit its Users or any other third party to make any attempt to, (a) alter,modify, improve, reverse engineer, disassemble, or decompile the Services; (b) interfere in anymanner with the hosting of the Services or any other Provider product or service associated withthem; or (c) sublicense to, transfer to, or otherwise use Provider Service for the benefit of a thirdparty.3.2.2 Necessary Equipment. The Customer will be solely responsible, at itsown expense, for acquiring, installing, maintaining, and updating all connectivity equipment,hardware, software, and other equipment that may be necessary for it and its Users to connect to,access, and use the Provider Web site and the Provider Service (the “Customer Equipment”).3.3 Use of the Provider Service.3.3.1 Security. The Provider will promote secure access to and use of theServices through the Provider Web site. Each User will be assigned a unique User identificationname and password for access to and use of the Services (“User ID”). The Customer will receiveonly one User ID, and each User ID may only be logged in concurrently from two locations. TheCustomer will be responsible for ensuring the security and confidentiality of its User ID. TheCustomer acknowledges that it will be solely and fully responsible for all liabilities incurredthrough the use of any User ID. The Customer will defend, indemnify, and hold the Providerharmless from any and all losses, costs, damages, liabilities, or expenses (including, withoutlimitation, reasonable attorney fees) incurred or arising from any claim by a third party arisingout of the use of any User ID under this Agreement.3.3.2 Unacceptable Behaviors. The Customer will neither use nor permitothers to use the Services (a) for any unlawful, invasive, infringing, defamatory, fraudulent, orobscene purpose; (b) to send spam or other types of unsolicited e-mail of any kind, regardless ofthe content or nature of the messages; (c) to send any virus, worm, Trojan horse, or harmful codeor attachment; or (d) to alter, steal, corrupt, disable, destroy, trespass, or violate any security orencryption of any computer file, database, or network. If the Customer or its Users, or a thirdparty through the Customer, violate any of the foregoing prohibitions, the Provider mayimmediately suspend the Services and/or terminate this Agreement without further liability orobligation to the Customer.SECTION 4. PRIORITY VIDEO REQUESTSCustomer may, through Provider’s secured login, purchase individual requests for videos not yetavailable on Provider’s Web site (“Priority Video Request”). Customer may purchase thePriority Video Request in advance and use the request at a later date by submitting it to Providerthrough the secured login provided. Each Priority Video Request may be will be processedwithin 48 hours after receipt, if it is on a relevant topic offered by Provider. If the Priority VideoRequest is for a topic not offered by Provider, Provider will inform Customer within 48 hours.All Videos created at the request of Customer under this section remain exclusive property ofProvider and are subject to all terms of this Agreement. All Videos created at the request ofCustomer under this section will be available to all of Provider’s customers, and Customer mayclaim no right of exclusive use. Provider makes no warranty or guaranteeSECTION 5. FEES AND PAYMENT5.1 Fees. For the Services, the Customer will pay the Provider either a one-timepayment or 12 monthly installments of at the rate listed in Customer’s shopping cart at the timeof checkout. If Customer opts for monthly installments, Customer authorizes Provider to bill thecredit card provided during checkout on the same day each month (the day of the month thisAgreement is executed) until all 12 installments have been collected. For Priority VideoRequests, the Customer will pay the Provider at the time of purchase, through Provider’s onlinecheckout system. Any payments not received by the Provider by the due date will be consideredpast due, and interest will be charged and payable on all past-due accounts at the lesser of 1.5%per month or the maximum rate permitted by applicable law. If for any reason Provider is unableto process a monthly installment for more than 10 days, Provider may suspend Customer’saccess to Provider Services.5.2 Taxes. The Customer will be solely responsible for all sales, use, or other taxesapplicable to the transactions contemplated by this Agreement, except for any taxes based on theProvider’s net income.5.3 Expenses. Except as otherwise provided in this Agreement, each party will beresponsible for any and all expenses incurred by it in connection with the negotiation, execution,and performance of this Agreement.SECTION 6. RESERVEDSECTION 7. OWNERSHIPThe Provider and its suppliers retain all right, title, and interest in and to all Videos,software, materials, and Provider proprietary information and technology used by the Provider,or provided to the Customer, in connection with the Web site and Provider Services, includingwithout limitation the Videos, Documentation, and any and all improvements, updates, andmodifications to them, and including all Intellectual Property Rights to them. The Provider andits suppliers reserve any rights or licenses not expressly granted to the Customer under thisAgreement.SECTION 8. DATA COLLECTIONThe Provider will have the right to use data capture and analysis tools to extract, compile,synthesize, and analyze any non-personally- identifiable data or information resulting from theCustomer’s use of the Provider Services and Videos (“Blind Data”). To the extent that any BlindData are collected by the Provider, that Blind Data will be solely owned by the Provider and maybe used by the Provider for any lawful business purpose without a duty of accounting to theCustomer if the Blind Data are used only in an aggregated form without specifically identifyingthe source of the Blind Data.SECTION 9. TERM AND TERMINATION9.1 Term. This Agreement will remain in effect for an initial period of 12 months(the “Initial Term”). The Initial Term will be automatically renewed for successive periods of 12months (each, a “Renewal Term”), unless either party indicates its intention not to renew theAgreement at least 60 days before the end of the then-current term. The Provider reserves theright to increase fees paid by the Customer under this Agreement at the time of renewal;however, the Provider will provide notice of an increase at least 60 days before the end of thethen-current term.9.2 Termination. Customers opting for monthly installments may terminate thisAgreement with 30 days written notice to Provider, subject to an early termination fee that is thelesser of any unpaid monthly installments or $250 if Customer is in the first year of its service.If Customer has renewed its annual subscription at least once, this termination fee will not apply.SECTION 10. LIMITED WARRANTY10.1 By Provider. The Provider warrants that it will use reasonable commercial effortsto perform the Services in a professional manner in accordance with the Service Levels set forthin Exhibit B. The Provider’s sole obligation, and the Customer’s exclusive remedy for anybreach by the Provider of the foregoing warranty, will be that the Provider will use commerciallyreasonable efforts to cure the breach in a timely manner. If, in the Provider’s sole judgment,curing the breach is not commercially feasible, the Provider will credit the Customer for feesduring the affected period of time, in proportion to the extent that the Provider Service wasimpaired.10.2 Disclaimer. EXCEPT AS SET FORTH IN SECTION 10, THE PROVIDER AND ITSSUPPLIERS MAKE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, BY OPERATION OFLAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE,NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIEDWARRANTIES ARISING OUT OF THIS AGREEMENT. THE PROVIDER DOES NOT WARRANT THAT THESERVICES WILL BE PROVIDED ERROR-FREE, UNINTERRUPTED, SECURE, OR VIRUS-FREE.SECTION 11. LIMITATION OF LIABILITYPROVIDER WILL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, DIRECT, OR CONSEQUENTIALDAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING, BUT NOTLIMITED TO, INTERRUPTED COMMUNICATIONS, LOST DATA, OR LOST PROFITS, EVEN IF THEPROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDINGTHE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.PROVIDER’S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT MAY NOT EXCEED THEAMOUNT OF FEES PAID BY THE CUSTOMER TO THE PROVIDER DURING THE 12-MONTH PERIODPRECEDING THE EVENT PURSUANT TO WHICH LIABILITY AROSE.SECTION 12. INDEMNITY12.1 By Customer. The Customer will defend the Provider against any third-partyclaims that arise from any use of the Provider Service other than as permitted by this Agreement.12.2 Procedure. The indemnifying party’s indemnification obligations under Section12 are conditioned on the indemnified party’s (a) giving prompt notice of the claim to theindemnifying party; (b) granting sole control of the defense or settlement of the claim or actionto the indemnifying party (except that the indemnified party’s prior written approval will berequired for any settlement that reasonably can be expected to require a material affirmativeobligation of, or result in any ongoing material liability to, the indemnified party); and (c)providing reasonable cooperation to the indemnifying party and, at the indemnifying party’srequest and expense, assistance in the defense or settlement of the claim.SECTION 13. GENERAL PROVISIONS13.1 Assignment. Customer may not assign its rights or delegate its duties under thisAgreement without the other Provider’s prior written consent, and any purported attempt to do sowithout that consent is null and void.13.2 Notices. All notices, consents, and approvals under this Agreement must bedelivered in writing by courier, by electronic mail transmission, or by certified or registered mail(postage prepaid and return receipt requested) to the other party at the address set forth beneaththat party’s signature, and will be effective on receipt or three business days after beingdeposited in the mail as required above, whichever occurs sooner. Either party may change itsaddress by giving written notice of the new address to the other party. Customer’s contactinformation provided at the time of subscription will be deemed accurate and correct. Provider’scontact information listed on the Provider Web Site will be deemed accurate and correct.13.3 Governing Law. This Agreement will be governed by the laws of the state ofOregon, excluding its conflict-of-laws principles that would require the application of the laws ofany other state. The United Nations Convention on Contracts for the International Sale of Goodsdoes not apply to this Agreement.13.4 Arbitration and Venue. Multnomah County, Oregon is the exclusive venue forall disputes arising out of or in connection with this Agreement. Furthermore, all disputesarising out of or in connection with this Agreement must be submitted to binding arbitration by asingle arbitrator. Unless the parties mutually agree otherwise, arbitration must be submitted toArbitration Services of Portland, Inc. under its then-existing rules.13.5 Waivers. All waivers must be in writing. Any waiver or failure to enforce anyprovision of this Agreement on one occasion will not be deemed a waiver of that provision or ofany other provision on any other occasion.13.6 Severability. If any provision of this Agreement is unenforceable, that provisionwill be changed and interpreted to accomplish the objectives of the provision to the greatestextent possible under applicable law, and the remaining provisions will continue in full force andeffect.13.7 Counterparts. This Agreement may be executed in counterparts, each of whichwill be considered an original, but all of which together will constitute the same instrument.13.8 Force Majeure. Any delay in the performance of any duties or obligations ofeither party (except the payment of money owed) will not be considered a breach of thisAgreement if the delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood,or any other event beyond the control of the party if the party uses reasonable efforts, under thecircumstances, to notify the other party of the circumstances causing the delay and to resumeperformance as soon as possible.13.9 Independent Contractors. The Provider’s relationship to the Customer is that ofan independent contractor, and neither party is an agent or a partner of the other. The Providerwill not have, and will not represent to any third party that it has, any authority to act on behalfof the Customer.13.10 Entire Agreement. This Agreement constitutes the entire agreement between theparties regarding the subject of it and supersedes all prior or contemporaneous agreements,understandings, and communications, whether written or oral. This Agreement may be amendedonly by a written document signed by both parties that references this Agreement.By clicking Accept, Customer agrees to be bound by the terms of this Agreement.