1. Definitions. The following definitions and/or terms shall have the meanings set forth below. - “Agreement” means this Software License Agreement. - “LMS” means the Learning Management System (also known as the DOCEO, Food Safety Training System or FSTS) owned or licensed by BD Food Safety Consultants LLC (BDFSC) and used to deliver the Training. - “Period of Agreement” means the time period set forth between the Company and BD Food Safety Consultants LLC defining the initial period of time that the Licensee shall have the right to use the Training and/or LMS and any renewal periods arising from Section 5 of this Agreement. - “Training” means the training services, programs, and content contained on electronic media that have been created by BDFSC which BDFSC has the rights to license to others - “You,” “Your,” or “Licensee” means the user of the Training and/or LMS if purchased on an individual basis or the company (or other legal entity) for which you are accepting this Agreement. 2. Licensor BD Food Safety Consultants LLC is the owner and Licensor of or has rights to license the Training and LMS. 3. Grant of Limited License; Restrictions BDFSC hereby grants to Licensee a nonexclusive, non-transferable, limited, royalty-free, and fully paid for license to use the Training and LMS along with other products and services during the Period of Agreement. The Training and LMS shall be used solely for Your internal training purposes only and cannot be resold, sublicensed, or used for other commercial purposes. The license is for only the specified number of users. Licensee is required to maintain records of all uses and users of the Training. BDFSC shall have the right to audit Licensee’s records including Licensee’s access to the Training to verify compliance with this Agreement. You may not access the Training or LMS if You are Our direct competitor, except with Our prior written consent, but in any case, you agree not to use the Training or LMS in any way that is directly competitive with BDFSC, namely, using it to competitively position other training or learning management systems, whether it be Your own or a third party’s which you are associated with directly or indirectly. 4. Ownership Except as specifically set forth in this Agreement, nothing contained in this Agreement shall by express grant, implication, estoppel, or otherwise, create in Licensee any right, title, interest, or license in or to the inventions, patents, trade secrets, technical data, logos, graphics, icons and images, videos, other content, computer software, or software documentation of BDFSC or its partners. BDFSC retain exclusive title, copyright, and all intellectual property rights in and to the Training and LMS. Licensee may not create derivative works, decompile, reverse engineer, disassemble, or modify the Training or LMS. If You provide any suggestions, feedback, or improvements for the Training and LMS, then You grant BDFSC a worldwide, perpetual, irrevocable, royalty-free license to use and have others use such suggestions, feedback, and improvements for any purpose. 5. Term of License The initial term of this license shall begin on the beginning date of the Period of Agreement and will continue through the last date of the Period of Agreement except as separately noted for any particular products or services. After the initial term of this license, this Agreement shall automatically renew for successive one (1) year periods, unless either party notifies the other party in writing of its intent to terminate this Agreement delivered at least thirty (30) days prior to the expiration of the then existing term. The per- unit pricing during any automatic renewal term will be the same as the pricing during the immediately prior term unless We have given You written notice of a pricing increase at least sixty (60) days prior to the expiration of the then existing term, in which case the pricing increase will be effective upon renewal and thereafter. 6. Termination Either party may terminate this Agreement by giving written notice if a material breach remains uncured thirty (30) days after the breaching party receives written notice of the breach. In the event of a material breach by the Licensee, BDFSC retains all of its rights and remedies at law including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement, Licensee will promptly, but in no case more than five (5) business days, delete any copies of the Training from its computers, servers, or other storage media and, if requested by BDFSC, will provide BDFSC with a written certification of its compliance with this provision 7. Payment License and other fees associated with the Training and LMS shall be set forth and are in United States dollars (USD). If You provide credit card information to Us, You authorize Us to charge such credit card for all products and services listed in the Order Form for the initial Period of Agreement and any renewal Period of Agreement as set forth in Section 5 (Term of License). Such charges shall be made in advance, either annually or in accordance with any different billing frequency. Invoiced charges are due and payable net thirty (30) days from the invoice date. 8. Setup and Support During the term or extended term of this Agreement, BDFSC shall assist Licensee with the initial setup of the Training and LMS via telephone and email support. BDFSC shall provide to Licensee telephone and email support and troubleshooting of the Training and LMS for the term or extended term of this Agreement. 9. LMS Upgrades (if applicable) At no additional cost to Licensee, BDFSC shall provide updates to maintain the functionality of the LMS with commonly-used software platforms and web browsers. Upgrades to the then current version of the LMS product, as well as some additional LMS features, may be offered from time to time by BDFSC at an additional cost. 10. Limited Warranty; Limitations of Liability BDFSC warrants that if the LMS and Training fails to substantially conform to the specifications in our online guides or online help and the non-conformity is reported in writing by Licensee with reasonable specificity so as to allow BDFSC to attempt to cure the non-conformity, then BDFSC shall, in its sole discretion, either substantially remedy the nonconformity within thirty (30) days after written notice from Licensee, procure a substantially similar substitute product at no additional charge to Licensee, or refund the purchase price to Licensee. BDFSC and any party involved in creating, producing, servicing, updating, or delivering the Training and/or LMS shall not in any case be liable for any type of loss or damage arising from the content of the Training, including links to or from Our Training and errors and omissions in the content, and Licensee hereby agrees to hold BDFSC and the Related Parties harmless from and against any costs, claims, losses and other liabilities incurred by Licensee based on its use or inability to use the Training and/or LMS whether or not advised of the possibility of such damages. We have made reasonable efforts to present the material accurately given the current information available when the course was created, however, it is not possible or even reasonably practical for all variables posed by on-the-job application of this information to be covered in the Training and/or LMS. Therefore, Licensee acknowledges that it has sole responsibility for ensuring the appropriateness and completeness of the Training as applied to its operational requirements, and to provide adequate training, including safety training, to its staff and others to whom Licensee provides training. BDFSC does not warrant that the Training will be uninterrupted, timely, or error free. You are solely responsible for evaluating the fitness of the Training for Your particular purpose. The content in Our Training is provided as is without any warranties of any kind including warranties of merchantability or fitness for a particular purpose. 11. Indemnity 11.1 Indemnity by BD Food Safety Consultants LLC Not subject to the liability limitation noted above, BDFSC agrees to indemnify and hold harmless Licensee from any and all liabilities, claims, and expenses including reasonable attorneys’ fees, arising from any third party claims that the Training (excluding any Licensee assignments) and LMS infringes or misappropriates any presently existing United States patent held by such third party, provided You promptly notify BDFSC in writing of any such claim, suit, or proceeding and permit BDFSC to control the defense or settlement thereof and cooperate in the defense or settlement thereof. This indemnity shall not apply to the extent that You or any of your employees or representatives alter the Training or LMS and such alteration is a contributing factor in the alleged infringement or misappropriation. BDFSC will have the option, at its expense, to employ counsel of its choosing to defend against such claim and to compromise, settle, or otherwise dispose of the claim; provided, however, that no compromise or settlement of any claim admitting liability of or imposing any obligations upon You may be affected without Your prior written consent. You shall have the option to be represented by counsel at Your own expense. 11.2 Indemnity by Licensee You agree to indemnify and hold harmless BDFSC from any and all liabilities, claims, and expenses, including reasonable attorneys’ fees, arising from Your breach of any part of this Agreement, or Your use or access of the Training and LMS or any Internet sited linked to or from the Training. You also agree to indemnify and hold harmless BDFSC from any and all liabilities, claims, and expenses, including reasonable attorneys’ fees, arising from any third party claims that results from BDFSC’s use of materials which You voluntarily submit to BDFSC for inclusion in the Training (i.e. customizing the Training for your intended use), provided BDFSC promptly notifies You in writing of any such claim, suit, or proceeding and permit You to control the defense or settlement thereof and cooperate in the defense or settlement thereof. 12. Assignment This Agreement may not be assigned or otherwise transferred by either party in whole or in part, by operation of law or otherwise, without the express prior written consent of the other party, which consent will not be unreasonably withheld; provided, however, either party may assign this Agreement in its entirety, 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, provided that such party (a) is not a “competitor” as defined in Section 3, and (b) agrees in writing to the assignment and assumption of this agreement, including the obligations set forth herein. 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. Subject to the foregoing, this Agreement shall benefit and be binding upon the respective successors and permitted assigns of the parties hereto. 13. Other Services BDFSC may also provide other services such as custom development services to Licensee. Any such services or requirements not expressly stated in this Agreement are outside the scope of this Agreement and only will be provided by BDFSC subject to the terms of a separate written agreement executed by both parties. 14. Publicity If You enter into this Agreement, You agree that BDFSC may disclose to the public that You are a paying user of the Training and/or LMS. You further agree that BDFSC may reference You on the customer section of BDFSC’s website and in other marketing materials and presentations until such time as Your use of the Training and/or LMS is discontinued. 15. Notification of Changes This Agreement is the entire agreement between You and Us regarding your use of the Training and/or LMS and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any term or condition stated in Your purchase order or in any other of Your order documentation is void.