Terms and
Conditions

The Statement of Work of KASALEARN (“KASALEARN”) and these Service Terms and Conditions (collectively, this “Agreement”) shall constitute the entire agreement between the customer identified in the Statement of Work (“Customer”) and KASALEARN concerning KASALEARN’s application development services to Customer.

KASALEARN is in the business of offering services relating to, among other things, the development of learning content and related files, as well as the creation of culture guides and training materials. KASALEARN does not provide a Learning Management System (LMS) and is not responsible for content or file management within any LMS or other third-party system. Customer desires to engage KASALEARN, and KASALEARN desires to be engaged by Customer, to provide learning content development, culture guides, and training material creation services on the terms and subject to the conditions set forth in this Agreement. In consideration of the mutual promises set forth herein, KASALEARN and Customer (each, a “party” and collectively, the “parties”) hereby agree as follows:

1.      DEFINITIONS. As used in this Agreement and in addition to any other terms defined herein, the following defined terms will have the following meanings:

1.1 “Training Material” means the customized courses and or training materials described in the Statement of Work to be created by KASALEARN and delivered to Customer under this Agreement. References in these Standard Terms and Conditions to “Training Material” in the singular shall be deemed to include the plural, in the event the Statement of Work references multiple Training Materials.

1.2 “Changes” means updates, upgrades, additions, and modifications to the Training Material or KASALEARN Developed Content, including translations into foreign languages, and any other new or additional Services in connection with the Training Material and KASALEARN Developed Content.

1.3 “Change Order” means the document(s) prepared by KASALEARN, in consultation with Customer, by which Customer orders any Changes, and which sets forth the Services and service fees agreed to by the parties for any Changes.

1.4 “Confidential Information” means (a) information of a party in all forms which derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use, as well as (b) other information that is provided to or obtained by one party and that is valuable to the other party and not generally known by the public, in each case of (a) and (b), where such information is identified as confidential at the time of disclosure or is information the receiving party should reasonably understand to be confidential.

1.5 “Customer Provided Content” means any materials provided by Customer to KASALEARN for incorporation into the Training Material or KASALEARN Developed Content including, but not limited to: materials, text, images, sounds, music, videos, animations, and other copyrighted works; trademarks, service marks, and logos; personality/talent rights (including, without limitation, names, likenesses, images, pictures, signatures, voices, performances, biographical information and rights of publicity of any person); software; and any materials that are owned by a third party (including, without limitation, stock images, video, music, artwork, and software).

1.6 “Deliverables” mean the initial Training Material, KASALEARN Developed Content, and Documentation.

1.7 “Documentation” means any manuals, specifications, instructions, or other materials in any medium, related to the Training Material and delivered to Customer under this Agreement.

1.8 “Intellectual Property Rights” means copyrights, trademarks, patents, trade secrets, and any other proprietary rights.

1.9 “Maintenance and Support” means the maintenance of the Training Material after delivery to improve performance including any update, upgrade, release, or other adaptation or modification of the Training Material, including any updated Documentation, which may contain, among other things, error corrections, enhancements, improvements, or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency, or quality of the Training Material, but does not include any Changes.

1.10 “KASALEARN Background Technology” means (a) KASALEARN or its licensor’s software (including Source Code and object code) that is used to create or operate the Training Material, together with any Intellectual Property Rights embodied therein, and any modification thereto or derivative works thereof; (b) any software component (including, without limitation, a software package, a web service, a web resource, or a learning module) that encapsulates a set of related functions, which KASALEARN developed in connection with performing this Agreement and which KASALEARN includes into the Training Material and which can be separated from and reused from the Application; and (c) any trade secrets, know-how, methodologies and processes related to KASALEARN’s products or services whether embedded into the Application or otherwise.

1.11 “KASALEARN Developed Content” any materials (excluding KASALEARN Background Technology) developed by KASALEARN at Customer’s direction and delivered to Customer for incorporation into the Training Material including, but not limited to: materials, text, images, sounds, music, videos, animations, and other copyrighted works and trademarks, service marks, and logos (but excluding; personality/talent rights or any materials owned or licensed from a third party.

1.12 “Services” means the services performed by KASALEARN pursuant to the Statement of Work.

1.13 “Source Code” has the general meaning customary in the software industry, namely, the program instructions in their original, human readable form in the applicable programming language, including any comments included in such program instructions.

1.14 “Statement of Work” means the document(s) prepared by KASALEARN, in consultation with Customer, by which Customer orders the Services, and which set forth the Services and service fees agreed to by the parties.

1.15 “Work Product” means the Application, KASALEARN Developed Content, and Documentation, and all other copyrightable material, software, data files, programs, content, notes, records, drawings, designs, inventions, improvements, developments, discoveries, trade secrets and technology that KASALEARN conceives, discovers, authors, invents, develops or reduces to practice, solely or in collaboration with others, arising out of or in connection with performing this Agreement, but does not include KASALEARN Background Technology.

2.      SERVICES.

2.1 Request for Services. KASALEARN and Customer contemplate that, from time to time, Customer may request KASALEARN, on a project basis, to provide Services to Customer. All requests for Services are subject to KASALEARN’s acceptance. KASALEARN has no obligation to perform Services except as described in a Statement of Work as executed by Customer. If KASALEARN agrees to provide the Services to Customer, pursuant to a Statement of Work, KASALEARN has the sole right and obligation to supervise, manage, contract, direct, procure, perform, or cause to be performed all Services to be performed by KASALEARN, unless otherwise provided in the Statement of Work. In the event of an inconsistency between this Agreement, any Statement of Work or any Change Order as defined below, the following order of precedence shall govern and control: (a) the provisions of this Agreement; (b) a Change Order as described below with respect to the applicable Statement of Work; and (c) the terms and conditions of any applicable SOW, provided, however, that to the extent a Statement of Work specifically amends a provision of this Agreement and identifies the inconsistency or conflict, then the Statement of Work shall control only for purposes of such specifically amended provision.

2.2 Training Material Distribution and Maintenance. Unless agreed otherwise in the Statement of Work, Customer is solely responsible for (i) any distribution of the Training Material including, without limitation, distribution through an app store (or app marketplace) or other digital distribution platform or applications and (ii) Maintenance and Support.

2.3 KASALEARN Developed Content. In the event Customer requests development or customization of KASALEARN Developed Content, KASALEARN agrees to use reasonable commercial efforts to provide such development services. Such services shall be provided under the terms of an applicable Statement of Work, specifically identifying the KASALEARN Developed Content to be provided, at KASALEARN’s then-current time and material rates. Customer is solely responsible for any trademark search or clearance with respect to any KASALEARN Developed Content concerning any trademark, service mark, tagline or logo. KASALEARN makes no representation of non-infringement with respect to any KASALEARN Developed Content concerning any trademark, service mark, tagline or logo.

2.4 Cooperation. Customer agrees to fully cooperate with KASALEARN and provide KASALEARN access to complete and accurate information and data from its officers, agents, and employees, suitably configured Customer Provided Content in a timely fashion and as reasonably required by KASALEARN to perform the Services. Customer acknowledges and agrees that such cooperation and provision of information, data, assistance, and Customer Provided Content are essential to KASALEARN’s ability to perform the Services. To the extent that the Services require KASALEARN to access or use any Customer Provided Content or Content owned by a third-party, Customer warrants that Customer shall have all rights and licenses of third parties necessary or appropriate for KASALEARN to access or use such third-party content and software and agrees to produce evidence of such rights and licenses, if any, upon the reasonable request of KASALEARN.

2.5 Changes. If the relevant requirement(s), project plan(s), schedule, scope, specification(s), design(s), software, hardware product(s), or related system environment(s) or architecture that are either set forth in the Statement of Work or otherwise necessary to perform the Services are changed by Customer or any third party, KASALEARN shall not be responsible for the change or the completion of Services affected by the change unless Customer and KASALEARN specifically consent to the change, scheduling, and additional fees, if any, in a written Change Order.

2.6 Third Parties. KASALEARN may retain third parties to furnish services in connection with its Services; provided, however, that the use of third parties shall not relieve KASALEARN of its obligations hereunder.

3.      PROPERTY RIGHTS.

3.1 Work Product. Subject to Section 3.3 and the other terms of this Agreement, including, without limitation, the payment of all amounts due, all right, title, and interest in and to the Work Product, and any Intellectual Property Rights relating to the Work Product, are Customer’s sole property. KASALEARN shall assign (or cause to be assigned) and hereby assigns fully to Customer all Work Product.

3.2 Customer Provided Content. As between Customer and KASALEARN, Customer Provided Content shall remain the sole and exclusive property of Customer or its licensors, including, without limitation, all Intellectual Property Rights. Customer hereby grants to KASALEARN a non-exclusive, worldwide, royalty-free license for the Term (as defined below) to edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display, and otherwise use Customer Provided Content as necessary to render the Services to Customer under this Agreement.

3.3 KASALEARN Background Technology. Notwithstanding anything in this Agreement to the contrary, KASALEARN Background Technology shall remain the sole and exclusive property of KASALEARN or its licensors, including, without limitation, all Intellectual Property Rights therein. Subject to the terms of this Agreement, including, without limitation, the payment of all amounts due, KASALEARN hereby grants to Customer the worldwide right to distribute the components of the KASALEARN Background Technology embedded in the completed Application, but does not grant the right to independent use or make derivative works of the components, or the right to reverse engineer or decompile any component, of the KASALEARN Background Technology. Customer acknowledges and agrees that KASALEARN is in the business of designing training materials, and that KASALEARN shall have the right to provide to third parties services and software applications which are the same or similar to the Services or Application, and to use or otherwise exploit any KASALEARN Background Technology in providing such services.

3.4 KASALEARN Developed Content. Notwithstanding anything in this Agreement to the contrary, Customer shall own all right, title, and interest in and to the KASALEARN Developed Content and all intellectual property rights embodied therein even regardless if such KASALEARN Developed Content may be incorporated into Software or Documentation. To the extent KASALEARN develops or customizes any KASALEARN Developed Content pursuant to Section 2.3, such Content is intended to be work-for-hire and owned exclusively by Customer. To the extent such ownership does not reside exclusively with Customer by operation of law, KASALEARN agrees to and hereby does assign all right, title and interest in and to such Content and the intellectual property rights embodied therein to Customer and KASALEARN shall cooperate with all reasonable requests of Customer to effectuate such assignment, at Customer’s expense.

3.5 Credit; Notices. Unless waived by KASALEARN in writing, KASALEARN shall receive reasonably sized and placed customary “powered by”, “created by”, or other standard industry credit selected by KASALEARN on the user interface on all distributed copies of the Application, KASALEARN Developed Content and Documentation. Notwithstanding the foregoing, Customer shall not delete the copyright and other proprietary rights notices on the Source Code of the Application.

4.      FEES AND PAYMENTS.

4.1 Service Fees. Customer shall pay to KASALEARN the service fees for the Services as specified in the Statement(s) of Work. For any Services that KASALEARN performs pursuant to the parties’ agreement or understanding and for which fees are not specified on the Statement(s) of Work, such Services shall be paid for at KASALEARN’s then-prevailing time and materials rates unless otherwise agreed by the parties in writing. Unless otherwise specified in the Statement(s) of Work, KASALEARN shall invoice on a monthly basis and all payments shall be due within thirty (30) days after receipt of the invoice by Customer.

4.2 Expenses. Customer shall reimburse KASALEARN for appropriately documented out-of-pocket expenses reasonably incurred in the performance of this Agreement, including without limitation, shipping, travel expenses, lodging, and meals for travel to Customer, and any third-party fees associated with KASALEARN’s distribution of the Application on Customer’s behalf (if applicable). KASALEARN will obtain Customer’s prior written consent prior to incurring such out-of-pocket expenses and/or third-party fees.

4.3 Taxes. The fees and all other amounts due to KASALEARN as set forth in this Agreement are net amounts to be received by KASALEARN, exclusive of all taxes, duties, and assessments, including without limitation all sales, withholding, VAT, GST, excise, ad valorem, and use taxes, and any customs, import, export, or other duties, levies, tariffs, or other similar charges that are imposed by any jurisdiction outside the United States of America for the transactions contemplated herein (collectively, the “Taxes”) and are not subject to offset or reduction because of any Taxes incurred by Customer or otherwise due as a result of this Agreement. Customer shall be responsible for, and shall pay directly, any and all Taxes relating to the performance of this Agreement, provided that this paragraph shall not apply to taxes based solely on KASALEARN’s income.

4.4 Late Charge. Customer agrees to pay a late charge of one-and-a-half percent (1½%) per month or the highest amount allowed by law, whichever is lesser, on all amounts not paid to KASALEARN when due under the terms of this Agreement.

4.5 Non-Payment. In the event Customer fails to pay any fees and/or reimbursable expenses hereunder when they become due and payable in accordance with this Section, all then-current rights and licenses granted to Customer to use any KASALEARN material, pursuant to this Agreement shall be immediately terminated upon written notification by KASALEARN to Customer of such termination, notwithstanding any term to the contrary set forth in any applicable license, lease, use, or other agreement. Immediately upon such termination of rights in accordance with this Section, (i) Customer shall deliver to KASALEARN all software subject to such termination, and (ii) any license or other fees then outstanding with respect to such software shall immediately become due and payable. The remedy set forth in this Section shall be in addition to, and not in lieu of, any other right or remedy KASALEARN may have at law or in equity with respect to Customer’s failure to pay any fees arising hereunder.

5.      CONFIDENTIALITY.

5.1 General. Each party will hold in confidence and, without the consent of the other party, will not use, reproduce, distribute, transmit, or disclose, directly or indirectly, the Confidential Information of the other party. The recipient of Confidential Information may only disclose the Confidential Information to its employees or third-party contractors that (i) have a need to know the information for the implementation of this Agreement, and (ii) are bound by confidentiality obligations at least as protective of the Confidential Information as those set forth herein. Without limiting the foregoing, the recipient of the Confidential Information agrees that it will exercise at least the same standard of care in protecting the confidentiality of the other party’s Confidential Information as it does with its own Confidential Information of a similar nature, but in no event less than reasonable care.

5.2 Exceptions. Confidential Information shall not include information if and only to the extent that the recipient establishes that the information (i) is or becomes a part of the public domain through no act or omission of the recipient; (ii) was in the recipient’s lawful possession prior to the disclosure and had not been obtained by the recipient either directly or indirectly from the disclosing party; (iii) was lawfully disclosed to the recipient by a third party without restriction on disclosure; (iv) was independently developed by the recipient; or (v) was disclosed by the recipient pursuant to a requirement of a governmental agency or by operation of law, provided that the recipient shall disclose only that part of the Confidential Information which it is required to disclose and shall notify the owner prior to such disclosure. In addition, KASALEARN shall be subject to no restriction with regard to generalized information, concepts, ideas, and know-how that its personnel acquire or deduce in the normal course of business and retain and use without reliance on written or electronic data or material supplied by Customer.

5.3 Term. The obligations of the recipient of Confidential Information with regard to the Confidential Information that are expressly identified in writing as trade secrets of the other party remain in effect for as long as such information shall remain a trade secret under applicable law and, with regard to all other Confidential Information, shall remain in effect during the term of this Agreement and for three (3) years thereafter.

5.4 Injunctive Relief. Each party acknowledges that remedies at law may be inadequate to provide full compensation in the event of a material breach of this Section 6 of the Agreement, and each party shall therefore be entitled to seek injunctive relief in the event of any such material breach.

6.      WARRANTIES.

6.1 Services. KASALEARN warrants that the Services will be performed in a workmanlike manner and accordance with the specifications in the Statement(s) of Work. In order to receive the warranty remedies provided in this Section 6, Customer must report, in writing, any alleged nonconformity or defect in the Deliverables to KASALEARN within (10) days of the delivery date of the Deliverables to Customer (the “Warranty Period”). For any breach of the warranty contained in this Section 6, Customer’s sole and exclusive remedy, and KASALEARN’s entire liability and obligation shall be, at KASALEARN’s election, to (a) re-perform the Services at no additional cost or (b) refund the prorated fees paid for such nonconforming or defective Services.

For any nonconforming or defective Services that are re-performed by KASALEARN, KASALEARN shall re-deliver the nonconforming or defective Deliverables to Customer for acceptance and Customer shall have the longer of (i) the remaining Warranty Period or (ii), if such re-delivery is after the expiration of the Warranty Period, a period of twenty (24) hours from redelivery of the redelivered Deliverables to Customer, to notify KASALEARN, in writing, of any nonconformity or defect in such re-delivered Deliverables. In the event Customer notifies KASALEARN of any alleged nonconformity or defect after the Warranty Period, any such nonconformity or defect shall be corrected under Customer’s Maintenance and Support plan or, in the absence of a Maintenance and Support plan, under a new Statement of Work.

6.2 Warranty Limitations. Other than as expressly set forth above, neither party makes any express or implied warranties, conditions, or representations to the other party, any of such other party’s affiliates, or any other party with respect to the Deliverables, or any services or works of authorship provided hereunder or otherwise regarding this Agreement, whether oral or written, express, implied, or statutory. Without limiting the foregoing, any implied warranty or condition of merchantability, non-infringement, or fitness for a particular purpose is expressly excluded and disclaimed.

7.      DELIVERY. Unless Maintenance and Support is purchased pursuant to an applicable Statement of Work, KASALEARN’s only obligations to Customer are to deliver the Training Materials and Documentation to Customer in accordance with the Statement of Work and provide the post-delivery services purchased by Customer in the Statement of Work.

8.      MAINTENANCE AND SUPPORT. KASALEARN does not provide Maintenance and Support in connection with the Training Material. However, this can be arranged for the benefit of Customer alone, only as specifically provided in an applicable Statement of Work.

9.      LIMITATION OF DAMAGES. LIMITATION OF DAMAGES. To the maximum extent permitted by law, in no event shall KASALEARN, its employees, agents, distributors, marketing partners, resellers, or subsidiaries be liable under this Agreement for any loss of data, loss of profits, business interruption, or any indirect, incidental, special, exemplary, punitive, or consequential damages, regardless of the legal theory under which such damages are sought, including but not limited to contract, tort, strict liability, or negligence, even if KASALEARN has been advised of the possibility of such damages. KASALEARN’s total cumulative liability to Customer for any and all claims arising out of or related to this Agreement shall not exceed the total amount of fees actually paid to KASALEARN by Customer under this Agreement in the six (6) months preceding the event that gave rise to the claim. Under no circumstances shall KASALEARN be liable for any damages, losses, or claims arising from third-party systems, including but not limited to Learning Management Systems (LMS) or other content/file management platforms used by Customer. This limitation of liability shall apply notwithstanding any failure of essential purpose of any limited remedy and shall survive termination or expiration of this Agreement. The foregoing limitations shall not apply where prohibited by law.

10.  TERM AND TERMINATION.

10.1 Term. This Agreement shall commence upon the Effective Date and continue until terminated as provided in Section 10.2; provided, however, unless also terminated, that any Statement of Work outstanding at the time of termination shall continue to be governed by these terms and conditions as if the Agreement had not been terminated.

10.2 Termination. Either party may terminate this Agreement prior to the end of the Term at any time upon giving written notice as follows: (a) In the event that the other party fails to discharge any material obligations or remedy any material default under this Agreement for a period of fifteen (15) days after the notifying party has given the other party written notice specifying such failure or default, and such failure or default is not cured during this fifteen (15) day period; or (b) In the event that the other party makes an assignment for the benefit of creditors, or commences or has commenced against it any proceeding in bankruptcy, insolvency, or reorganization pursuant to bankruptcy laws or laws of debtor’s moratorium.

10.3 Post-Termination Rights. Upon termination of this Agreement for any reason, KASALEARN shall have no further obligations or liabilities to Customer, including but not limited to the provision of services, deliverables, or support, except as expressly required by applicable law. Customer acknowledges and agrees that KASALEARN shall not be liable for any losses, damages, or claims arising from the termination of this Agreement, including any unfinished or incomplete work. Any obligations of KASALEARN that remain outstanding as of the effective date of termination shall be deemed waived and released by Customer unless otherwise agreed to in writing by both parties. Customer remains responsible for any outstanding payments due under this Agreement, including any fees for services rendered prior to termination. This provision supersedes any conflicting terms regarding post-termination obligations.

10.4 Survival of Terms. Upon termination or expiration of this Agreement, all provisions of this Agreement concerning the ongoing interests of the parties shall continue and survive in full force and effect.

1. INDEMNIFICATION.

11. INDEMNIFICATION. Customer agrees to indemnify, defend, and hold harmless KASALEARN, its officers, directors, employees, and representatives from and against any claims, losses, damages, expenses, costs, and liabilities arising from Customer’s use of the Deliverables, except to the extent that such claims are directly caused by KASALEARN’s willful misconduct or gross negligence.

KASALEARN shall have no obligation to indemnify Customer for any claims based on modifications, combinations, or use of the Deliverables with any product, data, or apparatus not specified or approved in writing by KASALEARN. Additionally, KASALEARN shall not be liable for any claims of infringement arising from any Customer-provided content, Customer modifications to the Application, or third-party modifications made on Customer’s behalf.

If a third-party claim arises alleging that the Deliverables infringe upon intellectual property rights, KASALEARN, at its sole discretion, may (a) seek the right for Customer to continue using the Deliverables, (b) modify or replace the Deliverables to avoid infringement, or (c) terminate Customer’s right to use the affected Deliverables and refund any applicable fees paid for such Deliverables. This section states the full extent of KASALEARN’s obligations concerning any claims related to intellectual property infringement, and Customer agrees that no further liability shall be imposed upon KASALEARN beyond what is expressly stated herein.

12. EXPORT. In the event that Customer is permitted to export the Deliverables outside the United States, Customer shall be solely responsible for compliance with all applicable U.S. export laws, rules, and regulations. Customer agrees to keep such books and records and to take other actions as may be required by such applicable laws, rules, and regulations, and to comply with any applicable U.S. export laws, rules, and regulations. Notwithstanding anything in this Agreement to the contrary, it is acknowledged and agreed that neither KASALEARN nor Customer may ship, export, or re-export the Deliverables, or any other information, process, product, or service obtained directly or indirectly from KASALEARN, to any country or entity that is the subject of any prohibition imposed by the U.S. Export Administration Act of 1979, U.S. Executive Orders, the U.S. Department of Commerce, and the North Atlantic Treaty Organization (NATO). Customer understands that, if such a prohibition applies and an export license cannot be obtained with reasonable effort, the disclosure or delivery of the Products may not occur.

13. INJUNCTIVE RELIEF. Each party acknowledges that remedies at law may be inadequate to provide the other party with full compensation in the event of such party’s material breach of the Agreement or any intellectual property rights of such other party, and that such other party shall therefore be entitled to seek injunctive relief in the event of any such material breach.

14. GENERAL PROVISIONS.

14.1 Relationship of Parties. This Agreement shall not be construed to create any employment relationship, partnership, joint venture, or agency relationship or to authorize either party to enter into any commitment or agreement which is binding on the other party.

14.2 Assignment. Customer may not assign, sublicense, or otherwise transfer this Agreement, to any party without the prior written consent of KASALEARN, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Customer may assign this Agreement and the licenses granted hereunder in their entirety without consent to a successor-in-interest to all or substantially all of Customer’s assets or business, whether such succession is by merger, sale of assets or securities, change of control, or otherwise. This Agreement shall be binding upon and inure to the benefits of the parties, their legal representatives, permitted transferees, successors, and assigns as permitted by this Agreement.

14.3 No Waiver. No delay or failure in exercising any right hereunder and no partial or single exercise thereof shall be deemed to constitute a waiver of such right or any other rights hereunder. No consent to a breach of any express or implied term of this Agreement shall constitute a consent to any prior or subsequent breach.

14.4 Notices. All notices required to be given hereunder shall be given in writing and shall be delivered to the signatory at the address set forth on the signature page, or such other person and address as may be designated from time to time in writing, either (a) by hand, (b) by certified mail with proper postage affixed thereto, (c) by nationally recognized overnight courier, or (d) by facsimile (with confirmation copy subsequently sent to the other party by registered mail). All such communications shall be deemed received by the other party upon the earlier of actual receipt or actual delivery.

14.5 Severability. If any provision hereof is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of this Agreement shall be valid and enforceable to the fullest extent permitted by applicable law.

14.6 Force Majeure. Neither party shall be liable for delay in any of its performance hereunder due to causes beyond its reasonable control, including but not limited to, an act of God, war, or a natural disaster.

14.7 Governing Law. This Agreement shall be governed and interpreted in accordance with the laws of the State of Michigan without regard to its conflicts of laws principles. Customer consents to submit to the exclusive jurisdiction of the state and federal courts in the State of Michigan, U.S.A. The United Nations Convention on the International Sale of Goods shall not apply to this Agreement.

14.8 Complete Agreement. This Agreement, including the exhibits attached hereto, supersedes in full all prior discussions and agreements, oral and written, between the parties and constitutes the entire understanding of the parties relating to the matters set forth herein.

14.9 Amendment or Modification. No amendment or modification of this Agreement shall be valid or binding upon the parties unless it is in writing and signed by the duly authorized officers of the parties.

14.10 Disclosure; Publicity. KASALEARN is hereby granted the right to disclose the name of Customer, and use the Customer’s trademarks, to identify Customer as a customer of KASALEARN in its marketing materials, including disclosure and use of the KASALEARN Service.

14.11 Conflicts. In the event of any discrepancies between these Terms and Conditions and the Statement(s) of Work, these Terms and Conditions shall prevail over the Statement(s) unless such Statement(s) specifically states that it is intended to prevail over the terms of these Terms and Conditions.

14.12 Scope Change Management Process. Any time there is a request to change the scope of the deliverables outlined in this estimate or a change in the efforts required to implement these deliverables, KASALEARN’s Project Manager must be notified. At that time, KASALEARN’s Project Manager will document the requested change(s), assess the impact the proposed change(s) may have on the project, and determine the best course of action for resolution. KASALEARN will make reasonable efforts to accommodate scope changes; however, KASALEARN shall not be held liable for any project delays, cost overruns, or failure to meet specific deadlines resulting from scope changes, additional requirements, or external factors beyond KASALEARN’s control. In the event an issue cannot be resolved, the Escalation Management Process will address it.

14.13 Escalation Management Process. If there is an issue that cannot be resolved through the Scope Change Management Process in Section 14.12, the Escalation Management Process will be initiated. This will require KASALEARN’s Project Manager to submit a written summary of the issue(s) to the Principal Owner of KASALEARN and the equivalent at the client’s office. These two parties will resolve the disputed issue and communicate the outcome to KASALEARN’s Project Manager. KASALEARN’s Project Manager will add the resolution as an addendum to the SOW (that may or may not have an impact on the overall cost, scope, or time of the project). KASALEARN shall not be liable for any delays, damages, or losses arising from changes in scope, third-party dependencies, or unforeseen circumstances outside of its direct control.

Congratulations! You are the 0.01% who actually reads the terms of agreement. We salute your diligence (or extreme boredom).