Master Services Agreement

The Sign Language 101 Master Services Agreement(“Agreement”) is entered into on the date (“Effective Date”) where you, the Client, enter into the Sign Language 101 Order Form with Sign Language 101, LLC., located at PO Box 40778, Austin, TX 78704(“Sign Language 101”).This Agreement includes all terms set forth herein and any terms in a fully-executed Order Form that incorporates this Agreement. “Client” means the individual, company, or organization identified within the Order Form, referred to herein as “you” or “Client”.

1. Definitions

1.1 “Sign Language 101 Lessons” means collectively the cloud based Sign Language 101 lessons, videos, tools, online classes, and other information accessed at www.signlanguage101.com (or an associated website) along with any other software/modules, associated documentation, or non-tangible products. The Sign Language 101 Lessons does not include the Third Party Materials (defined below).

1.2 “Sign Language 101 Products” means all physical Sign Language 101 branded products purchased and shipped to Client by Sign Language 101.

1.3 “Sign Language 101 Services” means the Sign Language 101 Lessons and Products.

1.4 "Intellectual Property Rights" means any patent, patent application, copyright, moral right, trade name, trademark, trade secret, and any applications or right to apply for registration therefor, computer software programs or applications, tangible or intangible proprietary information, or any other intellectual property right, whether registered or unregistered that is owned by Sign Language 101.

1.5 “Third Party Materials” means any third party materials, products, aids or software that may be used in conjunction with the Sign Language 101 Lessons or Products.

1.6 “Party” and/or “Parties” mean Sign Language 101 or Client in the singular, and Sign Language 101 and Client in the plural.

1.7 “Order Form” means the document that details Client’s purchases of the Sign Language 101 Services which may be generated as a separately emailed or web accessible online quote or physical order form that may be attached to this Agreement.

2. Sign Language 101 Lessons Subscription

2.1 Sign Language 101 Lessons Subscription.Sign Language 101 makes available the Sign Language 101 Lessons as a subscription (each a “Subscription”).Each Subscription along with all Subscription information such as pricing and duration is stated within the Order Form. Subject to the terms and conditions of this Agreement and the Order Form and upon timely payment of any Subscription Fees (defined below), Sign Language 101 shall make available the Sign Language 101 Lessons to Client. Client shall order each Subscription by executing a Order Form.Each Order Form executed is subject to this Agreement.Any executed Order Form is non-cancellable and Sign Language 101 Services purchased are non-refundable.

2.2 Subscription License. Upon compliance with all obligations set forth within this Agreement including timely payment, Sign Language 101 grants Client a worldwide, non-exclusive, non-transferable, non-assignable, non-sub-licensable, terminable, limited license to use and access the Sign Language 101 Lessons for the duration of the Subscription period (as stated within the Order Form) for any downloadable portions of the Sign Language 101 Lessons.Where any Sign Language 101 Lessons are accessed electronically whether web based or otherwise, Sign Language 101 shall allow Client to access the Sign Language 101 Lessons under the same terms as the license set forth above.The license and access are solely granted for Client’s internal business purposes, may only be shared with Client’s designated authorized users, and may not be shared with any third parties or other persons within Client’s organization. Client is prohibited from renting, sharing, transmitting, copying, altering, publicly displaying, or otherwise making available any Sign Language 101 Services. All rights or licenses not explicitly granted are reserved for Sign Language 101.

2.3 Updates. During Client’s Subscription, Sign Language 101 may make updates, modifications, alterations or removals to the Sign Language 101 Lessons and may update the functionality, user interface, usability, training and educational information of, and relating to the Sign Language 101 Lessons from time to time in its sole discretion and in accordance with this Agreement.Nothing in this Agreement obligates Sign Language 101 to offer any previously offered functionality within any updated version of the Sign Language 101 Lessons.

2.4 Authorized Users.Each of Client’s authorized users are required to have their own Subscription in order to access any Sign Language 101 Services.Authorized users may not share access to the Sign Language 101 Services or otherwise make them available to any other authorized users, other persons within Client’s organization, or third parties.

2.5 Sign Language 101 Products.As required Client may order Sign Language 101 Products and shall execute a Order Form as required to purchase such products.The purchase of any Sign Language 101 Products does not convey any Intellectual Property Rights to Client in the Sign Language 101 Products and Client merely receives a licensed copy of the Sign Language 101 Products for Client’s own internal business purposes. Sign Language 101 shall own all right, title, and interest in any Intellectual Property Rights contained within Sign Language 101 Products.Sign Language 101 Products may not be copied, modified, altered, shared, rented, or publicly displayed.

2.6 Third Party Materials. The Sign Language 101 Services do not include, and Sign Language 101 does not warrant any Third Party Materials that Client may use with any Sign Language 101 Services. Client agrees that any third parties that create or provide such materials are solely responsible for any Third Party Materials and any disputes or issues regarding any Third Party Materials are to be resolved by and between Client and the party that controls such Third Party Materials.

2.7 Client Requirements. Client shall be exclusively responsible for supervision, management and control of its use of the Sign Language 101 Services, including without limitation: (a) providing any additional equipment to properly access such services; (b) monitoring and maintaining proper access controls and security for its authorized users; (c) ensuring that all authorized users abide by this Agreement, the Sign Language 101 Terms of Service, any Order Form terms, or other guidelines or instructions issued by Sign Language 101; (d) complying with all reasonable instructions from Sign Language 101 regarding the use of the Sign Language 101 Services; and (e) restricting access to any third parties that are not authorized to access the Sign Language 101 Services under this Agreement. Client and all authorized users shall be required to accept and adhere to the Sign Language 101 Terms of Service found here at: https://www.signlanguage101.com/legal/terms, which may be updated from time to time.

2.8 Subscription Change. Where Client wishes to increase the scope of its Subscription, the Parties may execute a new Order Form as required by Sign Language 101 or Client may be able to upgrade its Subscription by contacting Sign Language 101.Where a change in Subscription is offered via a Order Form, a new Order Form must be executed and agreed upon by both Parties to become effective.Where a new Order Form is executed, Sign Language 101 shall have no obligation to offer any Subscription to the Sign Language 101 Services at any pricing previously offered to Client.

2.9 Term and Renewal.Upon expiration of any Subscription period, Client’s license and access to the Sign Language 101 Lessons shall expire and portions of the Sign Language 101 Services may become immediately inaccessible . Ninety (90) days prior to the expiration of any Subscription term or any term thereafter Client and Sign Language 101 may executenew Order Form for the purposes of purchasing additional Sign Language 101 Services, as required.

2.10 Free Trials.Sign Language 101 may offer free trials.The free trial period shall be stated in writing by Sign Language 101 and upon expiration of the free trial period Clients access to the Sign Language 101 Services may be restricted.Free trials are offered at Sign Language 101’s discretion and nothing obligates Sign Language 101 to offer or continue offering any free trials to any Client or prospective client.

3. Payment and Pricing

3.1. Fees. Client will pay to Sign Language 101 all fees and expenses (the “Fees”) as specified in any Order Form.Any Fees shall be invoiced to Client from time to time, where the due date is not otherwise specified in the Order Form, all Fees are due within thirty (30) days from the date of invoice issuance.All Fees are non-refundable. Client shall pay the Fees to Sign Language 101 in a method agreed upon between the Parties or as set forth within the Order Form.Failure by Client to pay any Fees in a timely manner may result in the immediate termination or suspension of its access to the Sign Language 101 Services.

3.2 Taxes. Client is responsible for any duties, customs fees, or taxes (other than Sign Language 101’s income tax) associated with the purchase of the Sign Language 101 Lessons provided by Sign Language 101, (including any related penalties or interest) (“Taxes”), and shall pay the listed Fees without deduction for Taxes.

3.3 Prior to any Subscription term renewal as set forth within an Order Form, Sign Language 101 may provide Client notice that any new Fees to be paid for the Sign Language 101 Services may increase prior to the commencement of a new Subscription term.

3.4 Delinquencies. Any late payments by Client will accrue late charges at the rate of two percent (2%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower (such charges, “Interest Charges”). Client shall pay to Sign Language 101 any Interest Charges as invoiced by Sign Language 101.Where Client fails to timely pay any invoices, Sign Language 101 may at its discretion suspend its provision of Sign Language 101 Services to Client until such invoice is paid.In addition, Client will be responsible for any costs resulting from collections of any undisputed, overdue balance, including, without limitation, reasonable attorneys’ fees and court costs.

4. Restrictions and Suspension

4.1 Where applicable, all rights in the Sign Language 101 Lessons not expressly granted under this Agreement are reserved to Sign Language 101 or its licensors. Without limiting the foregoing, Client shall not, and shall not permit others under its control to (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract the source code of the Sign Language 101 Services or any component thereof; (b) assign, sublicense, transfer, lease, rent or otherwise distribute or make available the Sign Language 101 Services except as expressly permitted; (c) use the Sign Language 101 Services in a manner contrary to the instructions of Sign Language 101; or (d) use the Sign Language 101 Services to create, deliver training on, improve (directly or indirectly) or offer a substantially similar product or service.

4.2Sign Language 101 may suspend Client’s access to, or use of, the Sign Language 101 Services, if in Sign Language 101’s discretion it believes that (a) there is a significant threat to the functionality, security, integrity, or availability of the Sign Language 101 Services or any related content, code, or data (b) Client is accessing or using the Sign Language 101 Services to commit an illegal act; or (c) there is a violation of this Agreement or other agreements between the Parties . When reasonably practicable and lawfully permitted, Sign Language 101 will provide Client with advance notice of any such suspension. Sign Language 101 will use reasonable efforts to re-establish the Sign Language 101 Services promptly after Sign Language 101 determines that the issue causing the suspension has been resolved. Any suspension under this section shall not excuse Client from Client’s obligation to make payments for any Fees or other sums due under this Agreement.

5. Proprietary Rights and Client Data

5.1. Sign Language 101’s Proprietary Rights. Sign Language 101 retains all right, title and interest in and to all the Sign Language 101 Services along with all general techniques, methods, processes, routines, tools, concepts, inventions, patterns, algorithms, techniques and know-how developed previous to or during the Subscription term.Further, Client acknowledges that the structure, organization, and code of the Sign Language 101 Services and all related software components thereof are proprietary to Sign Language 101 and/or Sign Language 101's licensors and that Sign Language 101 and/or its licensors retains exclusive ownership of the Sign Language 101 Services, trademarks, and any and all other Intellectual Property Rights relating to the Sign Language 101 Services, including all modifications, derivatives, and other software and materials developed hereunder by Sign Language 101, and all copies thereof. Client shall not remove any proprietary, copyright, trademark, or service mark legend from any portion of any of the Sign Language 101 Services, including any modifications, enhancements, derivatives, and other software and materials developed by Sign Language 101. Client agrees to make all necessary and reasonable efforts to comply with the above provisions in a manner which Client takes to secure and protect its own intellectual property.

5.2. Trademarks.“Sign Language 101” and any other trademarks and service marks adopted by Sign Language 101 to identify the Sign Language 101 Services and other Sign Language 101 products and services belong solely to Sign Language 101. Client has no rights in such marks except as specified in writing between the Parties. Client may not publicly display the Sign Language 101 logo, its marks without express written consent from Sign Language 101.

5.3. Feedback. If Client provides Sign Language 101 any suggestions or feedback regarding the Sign Language 101 Services (“Client Feedback”), then Sign Language 101 may use the Client Feedback without obligation to Client, and Client hereby irrevocably assigns to Sign Language 101 all right, title, and interest in that Client Feedback.

6. Term & Termination

6.1. Agreement Term. This Agreement will begin on the Effective Date.Where no term is specified within the Order Form, the initial term for the Subscription shall be indefinite unless otherwise terminated by the Parties.

6.2. Termination for Breach. Either Party may terminate the Agreement if the other Party breaches any material term of the Agreement and fails to cure that breach within five (5) days after receipt of written notice of such breach by the non-breaching Party.

6.3. Effect of Termination. If the Agreement expires or is terminated, then: (1) the rights granted by one Party to the other will immediately cease except where such right is required to perform an obligation set forth in this Agreement; and (2) all Fees paid to Sign Language 101 shall not be refunded and all outstanding Fees for the Subscription period shall be immediately due upon receipt of a final invoice from Sign Language 101.

6.4 Automatic Renewal.Where the Parties have agreed upon automatic renewal as stated within the Order Form, the term of this Agreement shall automatically renew for terms of the same length as the initial term until terminated by either Party.Where automatic renewal has been selected either Party must provide thirty (30) days written notice of termination prior to the expiration of such term.

7. Warranties

7.1 Authority. Each Party warrants that it has full power and authority to enter into this Agreement.

7.2 No Lawsuits.Each Party represents and warrants that entering into this Agreement shall not violate a third party right or interest or that there is any pending lawsuit or litigation that would preclude it from entering into this Agreement.

8. Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, NEITHER SIGN LANGUAGE 101 NOR ITS AFFILIATES PROVIDES ANY OTHER REPRESENTATIONS OR WARRANTIES REGARDING THE SIGN LANGUAGE 101 SERVICES, AND TO THE FULLEST EXTENT PERMITTED BY LAW DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS, TERMS AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIESOF MERCHANTABILITY, ACCURACY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES, TERMS AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SIGN LANGUAGE 101 OR ELSEWHERE WILL CREATE ANY WARRANTY, TERM OR CONDITION UNLESS EXPRESSLY STATED IN THIS AGREEMENT.

9. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SIGN LANGUAGE 101 OR ITS AFFILIATES BE LIABLE FOR DAMAGES OTHER THAN DIRECT DAMAGES, INCLUDING THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR TECHNOLOGY, LOSS OF PROFITS, OR FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES ON ANY THEORY OF LIABILITY, WHETHER IN STATUTE, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE TOTAL LIABILITY OF SIGN LANGUAGE 101 TO CLIENT UNDER THIS AGREEMENT EXCEED THE LESSER OF THE TOTAL AMOUNTS PAID BY CLIENT TO SIGN LANGUAGE 101 DURING THE SIX (6) MONTHS PRIOR TO THE DATE THE CLAIM ARISES, OR ONE THOUSAND U.S. DOLLARS ($1,000). THE LIABILITY LIMITATIONS IN THIS PARAGRAPH (AND OTHERWISE IN THE AGREEMENT) DO NOT LIMIT OR EXCLUDE DAMAGES FOR BODILY INJURY OR DEATH OR OTHER DAMAGES THAT UNDER APPLICABLE LAW CANNOT BE LIMITED OR EXCLUDED.

10. Indemnity

10.1. Indemnity. Indemnity by Sign Language 101. Sign Language 101 shall defend or settle at its sole expense any claim brought against Client, its directors, officers, or employees by a third party alleging that the Sign Language 101 Services infringes or misappropriates any patent, copyright, or trade secret of a third party, and Sign Language 101 shall pay all damages finally awarded or costs of settlement of the claim provided that Client: (1) provides Sign Language 101 prompt written notice of any claim; (2) gives Sign Language 101 sole control of the defense and settlement of the claim; and (3) provides all reasonable assistance in connection with the claim.If Client’s rights to use the Sign Language 101 Services are, or in Sign Language 101’s opinion could be, enjoined due to an indemnified claim, then Sign Language 101 may, at its sole discretion and expense: (a) procure for Client the right to continue using the Sign Language 101 Services according to the terms of this Agreement, (b) modify the Sign Language 101 Services such that it operates with materially equivalent functionality without infringing or misappropriation, or (c) if neither of the foregoing options is commercially reasonable, terminate the Subscription and refund any Fees paid for the Subscription prior to any indemnification claim in this Section.

10.2 Exclusions. The indemnity provided by Sign Language 101 under this Agreement does not extend to claims arising from or relating to (1) use of the Third Party Materials or any software provided by Client; (2) modifications to the Sign Language 101 Services not provided by or approved in writing by Sign Language 101; or (3) use of the Sign Language 101 Services in combination with any data, software, or products not provided by Sign Language 101 to the extent the alleged infringement would not have occurred without the combination.

10.3. Remedy. This section states Client’s sole and exclusive remedy with respect to claims of infringement of third party proprietary rights of any kind and is subject to the terms of the section titled “Limitation of Liability.”

11. Miscellaneous

11.1. Publicity. Client may state publicly that it is a user of the Sign Language 101 Services, and Sign Language 101 may identify Client as a user of the Sign Language 101 Services, provided that any such statements shall conform with the trademark usage guidelines provided by one Party to the other.

11.2. Assignment. The Agreement may not be assigned by either Party by operation of law or otherwise, without the prior written consent of the other Party, which consent will not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign this Agreement in its entirety along with any other agreements, without consent of the other Party, in connection with a merger, acquisition, corporate reorganization, or the sale of all or substantially all of the assets of the business to which the Agreement relates.

11.3. Entire Agreement. The Agreement along with any Order Forms, and the Terms of Service and Privacy Policy, sets out all terms agreed between the Parties and supersedes all other agreements between the Parties relating to its subject matter. The order of precedence for agreements shall be as follows (ascending order of importance 1-3): (1) this Agreement, (2) Terms of Service, and (3) Privacy Policy.

11.4 In entering into the Agreement, neither Party has relied on, and neither Party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in the Agreement.

11.5. Export Controls. Client agrees to comply with all export and re-export restrictions and regulations of the Department of Commerce and any other United States or foreign agencies and authorities in connection with Client’s use of the Products. In particular, but without limitation, the Sign Language 101 Services may not, in violation of any laws, be exported or re-exported (1) into any U.S. embargoed country or (2) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. Client represents and warrants that Client is not located in, under the control of, or a national or resident of any such country or on any such list.

11.6. Force Majeure. Sign Language 101 will not be liable for failure or delay in its performance under the Agreement to the extent caused by circumstances beyond its reasonable control including but not limited to an act of God, war, insurrection, riot, strike or labor dispute, contagion, shortage of materials, fire, explosion, flood, government requisition or allocation, breakdown of or damage to plant, equipment or facilities, interruption or delay in transportation, internet or telecommunications outage, fuel supplies or electrical power, embargo, boycott, order or act of civil or military authority, legislation, regulation or administrative rules, or any inability to obtain or maintain any governmental permit or approval.

11.7. Governing Law. The Agreement is to be construed in accordance with and governed by the internal laws of the state of Texas and the federal laws of the United States without regard to its conflict of laws principles.The Agreement is to be construed in accordance with and governed by the internal laws of the state of Texas and the federal laws of the United States without regard to its conflict of laws principles.Any and all disputes arising out of or relating to this Agreement, including fraud in the inducement, whether in contract or tort, law or equity, shall be resolved by final arbitration before one arbitrator in accordance with the then applicable rules of the JAMs (jamsadr.com).Any dispute shall be brought on an individual basis and not be consolidated with a class or group, or otherwise combined.Any arbitration shall take place in Austin, TX.Judgment upon any award rendered by the arbitrator may be entered by any state or federal court having jurisdiction thereof. Each Party shall bear its own costs in arbitration. Any claim or cause of action arising out of, related to or connected with this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned. The dispute resolution procedures in this section shall not apply prior to a Party seeking a provisional remedy related to claims of misappropriation or ownership of intellectual property, confidential information, or trade secrets such remedies abovementioned requiring injunctive relief shall be heard in a court of competent jurisdiction located within Travis County, TX. Client and Sign Language 101 agree that any proceedings to resolve or litigate any dispute whether through a court of law or arbitration shall be solely conducted on an individual basis. Client agrees that you will not seek to have any dispute heard as a class action, representative action, collective action, or private attorney general action.

11.8. Independent Contractors. The Agreement will not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between the Parties; the Parties will at all times be and remain independent contractors.

11.9. No Third-Party Beneficiaries. The Agreement does not confer any benefits on any third party unless it expressly states that it does.

11.10. Notices. All notices must be in writing and addressed to the other Party’s legal department and primary point of contact. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).

11.11. Severability and Waiver. In the event that any provision of the Agreement (or any portion hereof) is determined by a court of competent jurisdiction to be illegal, invalid or otherwise unenforceable, the provision (or portion) will be enforced to the extent possible consistent with the stated intention of the Parties, or, if incapable of enforcement, will be deemed to be severed and deleted from this Agreement, while the remainder of the Agreement will continue in full force. The waiver by either Party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach.

11.12. Survival. Any portion of the Agreement that a reasonable Party would deem to survive termination of this Agreement shall survive including but not limited to: Payment Obligations, Restrictions, Proprietary Rights, Effect of Termination, Indemnification, Disclaimer, Limitation of Liability, relevant Order Form provisions, and Miscellaneous.

11.13. Modifications. Except as expressly provided herein, no modification of the Agreement will be effective unless contained in writing and signed by an authorized representative of each Party.