This program is designed to enable GLOBAL Partners deliver training solutions and value-add services using Global Classroom’s eLearning Platform and Course Library to Global Classroom customer worldwide These Global Classroom (GC) Partner Terms & Conditions (these “Terms“) contain the terms and conditions that govern your participation in the GC Partner Network Program (the "Program") and are an agreement between Global Classroom, Inc. and you or the entity you represent (“you“). These Terms take effect when you sign this agreement, check the box presented with these Terms or, if earlier, when you receive any Program benefits (“Effective Date”). You represent to us that you are lawfully able to enter into contracts, and if you are entering into these Terms on behalf of an entity, such as the company you work for, you represent to us that you have legal authority to bind 1. Program 1.1. Joining the Partner Program. To join the Program, you must submit a complete program application through (the “Site”), be bound by the applicable Customer Agreement, and be accepted into the Program. Your acceptance into the Program is at Global Classroom’s sole discretion.For the avoidance of doubt, participation in this Program does not authorize you to resell or sublicense our services. 1.2. Program Benefits. If you are accepted into the Program, you may receive certain benefits described on the Site. You must accept any additional terms and conditions before receiving these Program benefits. If these Terms are inconsistent with any additional terms and conditions provided by a third party, these Terms will control. 1.3. Program Administration. We may from time to time use the contact details you provided to send information about the Program, including information about related events and training opportunities, invitations to participate in surveys and research opportunities, and other information supporting your efforts to deliver solutions based on Global Classroom technologies. 1.4. Fees. All applicable fees described on the Site will be billed to the Global Classroom Account that you originally used to register with the Partner Program. All fees paid to Global Classroom or its affiliate in connection with the Program will be non- refundable. 1.4.1. Site setup fees. $ 0 1.4.2. Monthly Partner platform hosting fee. $50 per month (billing to credit card) 1.5. Enrollment. Partner will be enrolled after it accepts this agreement and the Partner is accepted by Global into the Program. Global Classroom will notify Partner when enrollment is complete. 1.6. Program Changes. 1.6.1. At any time, and at Global Classroom’s sole discretion, we may change the Program or any aspect of it. Global Classroom will provide Partners with 30 days notice via email of any substantive Partner Program changes. 1.6.2. Partner is responsible for checking the Partnership Website regularly for all changes. Program Website changes are effective on the date changes are posted 1.7. Partner Orientation and Ongoing Partner Training 1.7.1. The partner is responsible for successfully completing the GLOBAL new partner orientation training program within a reasonable period of time. 1.7.2. The partner is responsible for successfully completing training on new products, services, and system features within a reasonable period when notified of such training by GLOBAL. 2. Definitions 2.1. Global Classroom Partner (GC Partners). GC Partners are independent contractors that are authorized to represent Global Classroom to potential clients, on a non- exclusive basis, and provide value-added services to clients who have licensed Global Classroom eLearning Centers. 2.2. Global Classroom Advisor (GC Advisors). GC Advisors provide support services to the subscribers, customers or members of Global Classroom eLearning Centers. GC Advisors may be GC Partners or work for a GC Partner as part of their management team. 2.3. Global Classroom eLearning Center (GC Centers). GC Centers are custom branded eLearning Centers licensing Global Classroom cloud-based platform to provide online education and related Human Resource (HR) Services to their clients, members or employees. 2.4. Global Classroom eLearning Customers or Clients. GC Customers (Clients) are any organization or individual that uses Global Classroom’s platform, courses or services. 3. GC Partner Value-added Services The following are approved value added services that Partners can provide to organizations using Global Classroom eLearning Network: 3.1. Training Management 3.2. Coaching and mentoring 3.3. Instructional design & course development 3.4. Consulting 3.5. Human Resource management 3.6. Developing and delivering hybrid or blended classes online 3.7. Any other product or service that does not compete with the Global Classroom eLearning Network offering. 4. Fees Paid to GC Partners 4.1. Shared Fees 4.1.1. Setup Fee. Fee associated with setting up a Global Classroom 4.1.2. Monthly Hosting Fees. Twenty percent (20%) of monthly hosting 4.1.3. Course Subscription Fees. Twenty percent (20%) of monthly 4.1.4. Course Fees. Twenty percent (20%) of course fees are shared 4.1.5. Support Services. Twenty percent of (20%) of support services eLearning Center ARE NOT shared with GC Partners. fees are shared with a GC Partner. course subscription fees are shared with a GC Partner. with a GC Partner. are shared with the GC partner unless the services are free to customer, outsourced and paid by Global Classroom or are listed as an exception in Section 4.2 of this agreement. Support Services include custom course development, synchronous classes delivered online and other services that are determined to provide value to the GC Partner. 4.2. Platform fee sharing exceptions. 4.2.1. National Sponsorship Fees 4.2.2. Course Sponsorship Programs (i.e Microsoft) 4.3. Miscellaneous 4.3.1. Global Classroom reserves the right to adjust all fees at its sole discretion and will provide all GC Partners with reasonable notification of any impending change to the fee structure. 4.3.2. Global Classroom reserves the right to add free and fee-based services. 4.3.3. Global Classroom fees are paid only to Global Classroom approved GC Partners. 5. Lead Generation and Assignment of Accounts 5.1. Leads. Global Classroom will assist the Partner with marketing, sales, lead generation 5.2. Accounts. Global Classroom, from time to time, will provide Partners with accounts and support. The assistance may include access to product information, tools, and platform support. based upon their competency and the training solution they provide. 6. Marketing 6.1. Online Marketing. Global Classroom reserves to right to market and build awareness 6.2. Marketing by Partner. A partner has the right to market and build awareness of GC with all organizations that are part of the Global Classroom eLearning Network. products and services within their partner network as long as the partner follows the guideline prescribed in Section 7 of this agreement. 7. System Support Services 7.1. GLOBAL Support: GC is responsible for providing general system support 7.2. Partner Support: Partners will be responsible for ensuring that their clients are services to Partner clients that request customer service support generated through the system provided by GC through its platform. GC will also offer user user focused webinars on a scheduled basis and web based videos. getting their support request resolved and provide simple support and service request as defined by GLOBAL. 8. Publicity and Marketing 8.1. Partner Materials. We may list your name, website, and other general contact information in our Global Classroom Partner Network Directory, our Global Classroom Partner Catalog or similar resources. You grant to us and our affiliates a nonexclusive, worldwide, royalty-free, revocable license to use any trademark, service mark, trade name, other proprietary logo or insignia, URL, domain name, or other source or business identifier that you provide to us (collectively, “Your Marks”) solely in connection with the Program, the Global Classroom Partner Network Directory, the Global Classroom Partner Catalog, customer lists, commercial presentations, flyers, brochures, newsletters and similar resources. You may elect (but are not obligated) to provide to Global Classroom or its affiliates other text, images, web content, audio, video, or other content (excluding software) (“Additional Materials”) in connection with the Program, and you grant to us and our affiliates a nonexclusive, worldwide, royalty-free license to reproduce, publish, distribute and translate, for advertising, merchandising and publicity purposes, all or any part of such Additional Materials. You will ensure you have all rights necessary to grant the rights to Global Classroom and its affiliates the rights described in this Section. As between the parties, you will retain title and ownership in Your Marks and intellectual property rights in your Additional Materials. 8.2. Identifying Yourself as an Global Classroom Partner Network Member. You may not issue any press release or other public statement with respect to your participation in the Program without our prior written consent. If interacting with the U.S. federal government about our services, you must explain that you are participating in the Program. If your participation in the Program qualifies as described on the Site (each qualified partner, a “Logo Partner”), we may make available to you a small graphic image that identifies you as a Program participant (the “Global Classroom Partner Network Logo”), which we may modify from time to time. We grant Logo Partners a non-exclusive, worldwide, royalty-free, revocable license to display the most recent version of the Global Classroom Partner Network Logo on their website or in their own offline materials (e.g., in any printed material, mailing, or other document) solely to identify their participation in the Program. Any use of the Global Classroom Partner Network Logo outside the scope of the foregoing license requires our prior permission. Logo Partners will remove any previous versions as new versions become available. You may not modify the Global Classroom Partner Network Logo in any way. You may not transfer, assign or sublicense your limited permission to use the Global Classroom Partner Network Logo to any other person or entity. When using the Global Classroom Partner Network Logo, you will follow the Trademark Use Guidelines posted on the Site, as those guidelines may be updated from time to time. We may revoke your license (if any) to use any Global Classroom Partner Network Logo at any time by giving you written notice. We reserve all rights in the Global Classroom Partner Network Logo and related intellectual property rights and, except as expressly described in this Section, no rights to the Global Classroom Partner Network Logo or related intellectual property rights are transferred or licensed pursuant to these Terms. For the avoidance of doubt, if you do not qualify as a Logo Partner, you may not refer to yourself as a “partner” of Global Classroom and may not use the Global Classroom Partner Network Logo. The use of the term “partner” refers solely to membership in the Global Classroom Partner Network. Neither party or any of its respective affiliates is an agent of the other for any purpose or has the authority to bind the other. 9. Program Content 9.1. Program Content. Global Classroom may provide to you as a Program benefit text, images, web content, audio, video, or other content (excluding software) through a variety of means including through the Site and third party websites and software (“Program Content”). 9.2. Ownership and Use of Program Content. We own and reserve all right, title, and interest in and to the Program Content. We grant you a limited, revocable, non- exclusive, non-sublicensable, non-transferable license to reproduce and distribute the Program Content during the Term (as defined in Section 4) solely for the purpose of marketing our services to your customers. Except as provided in this Section, you obtain no rights under these Terms from us to the Program Content, including any related intellectual property rights. If the Program Content is provided with additional terms and conditions from us, you must accept those terms and conditions (“Additional Content Terms”) and your use of that Program Content must be in accordance with those Additional Content Terms. If there is a conflict between these Terms and the Additional Content Terms, the Additional Content Terms will control. 9.3. Program Content Restrictions. You agree that you will not use the Program Content in any manner or for any purpose other than as expressly permitted by these Terms. You may not and may not attempt to: (a) use, reproduce, sell, sublicense, distribute or otherwise transfer any Program Content to any third party; (b) use the Program Content in any manner that is unlawful or infringes or violates the rights of Global Classroom or any third party; or (c) modify, alter or otherwise create derivative works of any Program Content. During and after the Term, you will not assert, nor will you authorize, assist, or encourage any third party to assert, any copyright infringement or other intellectual property infringement claim regarding the Program Content you have used. 10. Term and Termination 10.1. The term of these Terms will commence on Effective Date and will remain in 10.2. Termination Events. Global Classroom may terminate this agreement if the effect until these Terms are terminated (“Term”). If these Terms are terminated for any reason: (a) all licenses granted by you or us will terminate; (b) you will immediately cease use of, and remove from your site, all Materials (as defined in Section 10 below); and (c) you will immediately cease to identify yourself or hold yourself out as a Program participant or Global Classroom partner. Partner's actions are not in the best interest of the Global Classroom Customer and Global Classroom, Inc 11. Disclaimers 11.1. The Program and the Global Classroom Partner Network Logo, Program Content, and any benefits or other materials that we may offer through the Program (collectively the “Materials”) are provided “as-is.” Except to the extent prohibited by law, we and our affiliates make no representations or warranties of any kind, whether express, implied, statutory, or otherwise, with respect to the Program or Materials, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, any warranties that the Materials will be error free or free of harmful components, and any warranties arising out of any course of dealing or usage of trade. The United Nations Convention for the International Sale of Goods does not apply to these Terms. 12. Limitation of Liability 12.1. WE AND OUR AFFILIATES WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR ANY LOSS OF REVENUE, PROFITS, OR GOODWILL), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR PARTICIPATION IN THE PROGRAM; (B) YOUR USE OF MATERIALS; OR (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THESE TERMS, THE PROGRAM, OR YOUR USE OF OR ACCESS TO MATERIALS. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THE PROGRAM AND MATERIALS WILL NOT EXCEED $100 OR ITS FOREIGN CURRENCY EQUIVALENT. THE LIMITATIONS AND EXCLUSIONS APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 13. Modification 13.1. Global Classroom may from time to time modify these Terms, or change or discontinue the Program as a whole, or any aspect of it. We will notify you of changes by posting them on the Site or by sending you an email using the email address provided to us in your application for the Program. You are responsible for checking the Site regularly for changes. Changes will be effective as of the date such changes are posted or, if we notify you by email, as stated in the email message. By continuing to participate in the Program, you agree to comply with the most current version of these Terms. We last modified these Terms on the date listed at the beginning of these Terms. 14. Non-Disclosure & Intellectual Property Rights 14.1. Confidentiality. Partner recognizes and acknowledges that GLOBAL possesses certain Confidential Information that constitutes valuable, special, and unique assets. As used herein, the term "Confidential Information" includes all information and materials belonging to, used by, or in the possession of GLOBAL relating to its products, processes, services, technology, inventions, patents, ideas, contracts, financial information, developments, business strategies, pricing, current and prospective customers, marketing plans, and trade secrets (“Confidential Information”). Partner agrees that in the course of providing services it will be exposed to Confidential Information of GLOBAL and agrees that all of the Confidential Information is and shall continue to be the exclusive property of GLOBAL, whether or not prepared in whole or in part by Partner and whether or not disclosed to or entrusted to Partner’s custody. Partner agrees to treat all such Confidential Information (including such information developed by Partner under this Agreement) as confidential and proprietary to GLOBAL and to only use Confidential Information in providing services pursuant to its agreement with GLOBAL and for no other use. Partner agrees to not at any time disclose in any manner any Confidential Information to third parties except with the advance written consent of GLOBAL. Partner further agrees any reports reflecting Partners’s work under this Agreement as confidential and proprietary to GLOBAL. This provision shall not be construed to require Partner to keep as confidential any GLOBAL-furnished information which: 14.1.1. (i) was in the public domain at the time of GLOBAL's communication thereof to Agent; or 14.1.2. (ii) entered the public domain through no fault of Partner subsequent to the time of GLOBAL’s communication thereof to Agent; or 14.1.3. (iii) was in Partner's possession free of any obligation of confidence at the time of GLOBAL’s communication thereof to Partner; or 14.1.4. (iv) is compelled by a bona fide court of law or legal proceeding. 14.2. Within six months after the termination of this Agreement by either GLOBAL or Partner, Partner will either return all GLOBAL Confidential Information to GLOBAL or provide a certificate of destruction signed by a corporate officer attesting to the destruction of all copies of GLOBAL Confidential Information in its possession at the time of termination. 14.3. Intellectual Property. To the extent any inventions, technologies, reports, memoranda, studies, writings, articles, plans, designs, specifications, exhibits, software code, or other materials prepared by Partner in the performance of services to GLOBAL during the term of this Agreement include material subject to copyright protection, such materials have been specially commissioned by GLOBAL and shall be deemed "work for hire" as such term is defined under U.S. copyright law. To the extent any such materials do not qualify as "work for hire" under applicable law, and to the extent such materials include material subject to copyright, patent, trade secret, or other proprietary rights protection, Partner hereby irrevocably and exclusively assigns to GLOBAL, its successors, and assigns, all right, title, and interest in and to all such materials. To the extent any of Partner’s rights in the same, including without limitation any moral rights, are not subject to assignment hereunder, Partner hereby irrevocably and unconditionally waives all enforcement of such rights and covenants not to seek the enforcement of such rights. Partner shall execute and deliver such instruments and take such other actions as may be required to carry out and confirm the assignments contemplated by this paragraph and the remainder of this Agreement. 14.4. Partner acknowledges and agrees that all (“Software, Training & Human 14.5. GLOBAL recognizes and agrees that the definition of Intellectual Property in Resource (HR) Products”) licensed, developed and owned by GLOBAL are proprietary intellectual property of GLOBAL and at all times GLOBAL shall retain all right and interest in the Software, Training & Human Resource (HR) Products. Partner shall under no circumstances receive any license, ownership, right, title or interest in the Software, Training & Human Resource (HR) Products regardless of the amount, nature or scope of work performed by Partner with respect to the Software Products. paragraph 13.3 above specifically excludes Partner’s website, marketing and sales materials not pertaining directly to GLOBAL’s Software, Training & Human Resource (HR) Products, and any work product developed under contract to its clients as Value Added Services or not otherwise related to this Agreement. 15. Miscellaneous 15.1. Assignment; No Third Party Beneficiaries. You will not assign these Terms, or delegate or sublicense any of your rights under these Terms, without our prior written consent. Any assignment or transfer in violation of this Section will be void. Subject to the foregoing, these Terms will be binding upon, and inure to the benefit of the parties and their respective successors and assigns. These Terms do not create any third party beneficiary rights in any individual or entity that is not a party to these Terms. 15.2. No Waivers. The failure by us to enforce any provision of these Terms will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. 15.3. Relationship to Partner. Any use of the term “partner” is for reference purposes only. The partners are independent contractors. This agreement does not create an employer-employee relationship, partnership, joint venture, agency relationship and does not create a franchise. The Partner or any of its representatives may make any representations, or promises on Global CLassroom’s behalf. 15.4. Entire Agreement; These Terms include all other documents incorporated by reference herein and are the entire agreement between you and us regarding the subject matter herein. These Terms supersede all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding their subject matter. If we provide a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict. 15.5. Applicable Law. This Agreement is made under, and in all respects shall be interpreted, construed, and governed by and in accordance with, the laws of the State of New Hampshire, and any action arising out of this Agreement shall be brought in the courts of the State of New Hampshire. If any part of this Agreement shall be held to be invalid or unenforceable, it shall not affect in any way the validity, legality or enforceability of the remaining provisions of this Agreement. The parties agree that any such provision or condition is severable and is to be interpreted as such to the extent permitted by applicable law. 15.6. Arbitration, Except as otherwise provided in this Agreement, any dispute arising out of or relating to this Agreement, including any issues relating to arbitration or the scope of this arbitration clause, will be finally settled by arbitration in accordance with the rules of the American Arbitration Association applying the substantive law of New Hampshire without regard to any conflict of laws provision. The United States Arbitration Act, 9 U.S.C. § 1, et seq., will govern the arbitration and any court with jurisdiction may enter judgment upon the award rendered by the arbitrator(s). GC Partner Program Global Classroom 1000 Market St Portsmouth, NH 03801
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Partner may use the electronic /s/ signature notation. Or print out Global Classroom Terms & Conditions, sign and return to Global Classroom, Inc., 1000 Market Street, Building 2, Portsmouth NH 03801