Corporate Sales Master Services Agreement

This Master Services Agreement (“Agreement”) is entered into as of the date of last signature on the applicable Order Form (the “Effective Date”) by and between Ziplines, Inc., a Delaware corporation (“Ziplines Education”) and the entity listed as Client (“Client”) and sets forth the terms and conditions under which Ziplines Education will grant Client and its Participants the right to access and use the Services and Courseware ordered pursuant to any Order Form.

1. Definitions.  As used in this Agreement:

Participant.

1. “Confidential Information” means all information regarding a party’s business, including, without limitation, technical, marketing, financial, employee, planning, and other confidential or proprietary information disclosed under this Agreement, that is clearly identified as confidential or proprietary at the time of disclosure or that the receiving party knew or should have known, under the circumstances, was considered confidential or proprietary
2. “Core Offering” means the Online Platform and the Virtual Live Classroom.
3. “Courseware” means any educational content, books, readers, courseware, videos and other materials made available for download or provided by other means in association with the Ziplines Education Services. 
4. “Partnership Materials” means any documents, data, information, or other materials provided by one party to the other as part of or facilitating the Ziplines Education Service, including any document, template or other similar file submitted by Client through the Online Platform.
5. “Documentation” means any user manuals, handbooks, and online or offline materials provided by Ziplines Education to Client that describe the features, functionality or operation of the Ziplines Education Service. 
6. “Ziplines Education Service” means the Core Offering and Courseware as well as any other service(s) delivered by Ziplines Education to Client as described herein or in the applicable Order Form.
7. “Online Platform” means Ziplines Education’s (white labeled) online platform that provides access to Courseware and any other online content and educational materials, as well as Participant administrative and processing functions
8. “Marks” means the name(s), trade name(s), trademark(s) and logo(s) of Client.
9. “Order Form” means any mutually agreed upon statement of work that references this Agreement and identifies the Ziplines Education Service  to be made available by Ziplines Education.
10.  “Participant” means any Client employee or other Client sponsored or designated individual that is enrolled to attend a program covered by the Order Form.
11. “Virtual Live Classroom” means the live classroom services provided by or on behalf of Ziplines Education as delivered in an Internet streaming or broadcast format.

2. Ziplines Education Service.  
   
   1. Core Offering. Ziplines Education will provide and make the Core Offering, as well as any other Ziplines Education Services identified in the applicable Order Form available to Client Participants. Ziplines Education will use commercially reasonable efforts to perform the Ziplines Education Services in accordance with the terms of this Agreement and the applicable Order Form.  From time to time, the parties may agree to Order Forms.
   2. Restrictions. Client will not, and will not permit any Participant or other party to: (a) knowingly interfere with or disrupt the integrity or performance of the Online Platform, Virtual Live Classroom or the data contained therein; (b) harass or interfere with another Ziplines Education customer’s use and enjoyment of the Online Platform or Virtual Live Classroom; (c) reverse engineer, disassemble or decompile any component of the Online Platform; (d) interfere in any manner with the operation of the Online Platform, the Virtual Live Classroom, or the hardware and network used to operate the Online Platform or Virtual Live Classroom; (e) sublicense any of Client’s rights under this Agreement or an Order Form, or otherwise use the Online Platform, Virtual Live Classroom or Courseware for the benefit of a third party or to operate a service bureau; or (f) modify, copy or make derivative works based on any part of the Online Platform, Virtual Live Classroom or Courseware.  
3. Fees, Payment and Suspension of Services.
   
   1. Fees and Payments. Client will pay all fees set forth in the applicable Order Form on net 30 (from invoice date) basis. All billing and payment will be through Ziplines Education’s instance of Bill.com or any successor billing/payments platform Ziplines Education designates upon written notice to Client. Any undisputed amounts not paid when due shall accrue interest at 1.5% per month or the maximum rate permitted by applicable law, whichever is less. 
   2. Taxes.  Fees are exclusive of all sales, use, VAT, GST, withholding, or similar taxes (collectively, “Taxes”). Client is responsible for all such Taxes, except for taxes based on Ziplines Education’s net income. If Client is required to withhold Taxes, it will gross up payments so that Ziplines Education receives the full invoiced amount.  Each party shall be responsible for the taxes applicable to its revenue, operations and business, including without limitation employment taxes and taxes based on its income. 
   3. Suspension of Services. Ziplines Education reserves the right (in addition to any other rights or remedies Ziplines Education may have) to discontinue the Ziplines Education Service and suspend Client’s (and its Participants’) access to the Online Platform if any Fees set forth in any applicable Order Form are more than thirty (30) days overdue and until such amounts are paid in full.  
4. Confidential Information.  The receiving party agrees that it will not use or disclose to any third party any Confidential Information of the disclosing party, except as expressly permitted under this Agreement.  The receiving party will limit access to the Confidential Information to those who have a need to know such information to use or provide the Ziplines Education Service. The receiving party will protect the disclosing party’s Confidential Information from unauthorized use, access, or disclosure in a reasonable manner.  Upon termination of this Agreement, the receiving party will return to the disclosing party or destroy all copies of the Confidential Information.  The restrictions on use and disclosure of Confidential Information set forth above will not apply to any Confidential Information which (a) is or becomes a part of the public domain through no act or omission of the receiving party, (b) was in the receiving party’s lawful possession prior to the disclosure, as shown by the receiving party’s competent written records, or (c) is independently developed by the receiving party.  The receiving party may disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body.  Client acknowledges that the pricing and terms and conditions of this Agreement have been supplied in confidence to Client and that such information constitutes valuable confidential information of Ziplines Education, the release of which would prejudice significantly the competitive position of Ziplines Education and may result in undue loss to Ziplines Education. 
5. Ownership and Trademark License.
   
   1. Ziplines Education Technology.  Client acknowledges that Ziplines Education owns and retains all right, title and interest in and to the Ziplines Education Service, including the Core Offering, Courseware and all software and all Ziplines Education proprietary information and technology used by Ziplines Education or provided to Client in connection with any of the foregoing (collectively, the “Ziplines Education Technology”), and that the Ziplines Education Technology is protected by intellectual property rights owned by or licensed to Ziplines Education. Other than as expressly set forth in this Agreement, no license or other rights in the Ziplines Education Technology are granted to the Client.  Client hereby grants Ziplines Education a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Ziplines Education Service any suggestions, enhancement requests, recommendations or other feedback provided by Client, including Participants, relating to the Ziplines Education Service.  Ziplines Education shall not be required to identify Client as the source of any such feedback.
   2. Partnership Materials.  The party that initially collected the Partnership Materials, consistent with applicable law and the consent of any Participants or other third parties, retains all right, title and interest in and to the Partnership Materials.  Each party represents and warrants that it has obtained all appropriate consents and has the right to furnish the Partnership Materials to the other party for purposes of this Agreement.  Ziplines Education will only use Partnership Materials provided by Client to provide, develop and improve the Ziplines Education Service.  Client grants to Ziplines Education all licenses in and to such Partnership Materials as necessary for Ziplines Education to provide the Ziplines Education Service to Client and Participant.  Ziplines Education will not otherwise knowingly use or access any Partnership Materials unless authorized to do so by Client or Participant (with respect to a Participant’s information).  For the avoidance of doubt, Participants may opt-in to Ziplines Education’s Privacy Policy, Terms of Use and related policies and/or separately consent to releasing their information (including Partnership Materials) to Ziplines Education, or opt-in for ancillary functionality or different Ziplines Education offerings which will entitle Ziplines Education to use such Participant information consistent with the scope of such consent.  Ziplines Education may also use aggregated and anonymized Partnership Materials (including Participant information and education records) for internal development and research purposes.    
   3. Trademark License. During the Term, Client hereby grants Ziplines Education a non-exclusive, non-transferable, royalty-free license to reproduce and use the Marks solely for the purpose of marketing and providing the Ziplines Education Services. Client retains sole and exclusive ownership over the Marks, including all goodwill inuring from Ziplines Education’s use of such Marks.  Ziplines Education will comply with any trademark guidelines provided by Client.  
   4. FERPA/Participant Data.  Client acknowledges that Ziplines Education may receive confidential Participant information subject to the Family Educational Rights and Privacy Act, 20 U.S.C. § 1232g; 34 C.F.R. Part 99, as amended (“FERPA”) under this Agreement and that it may not share certain Participant information protected by FERPA with Client without a signed FERPA Release. Ziplines Education agrees that it will comply with FERPA, including the requirements of 34 C.F.R. 99.33(a), and will not disclose or use any confidential Participant information except to the extent necessary to carry out its obligations under this Agreement and as permitted by FERPA.
   5. Accessibility.  The Ziplines Education Service (a) will comply with the Americans with Disabilities Act and (b) are designed and furnished in all material respects in conformance Web Content Accessibility Guidelines (WCAG 2.0, 2.1). Additional Client required accessibility standards may be agreed in the Order Form.  Ziplines Education is committed to make reasonable accommodation for any Participant with special needs. 

6. Term and Termination.  
   
   1. Term.  The term of this Agreement will commence on the Effective Date and continue until there  has been no Order Form in effect for a period of one hundred and eighty (180) days (the “Term”).  Unless otherwise set forth in an Order Form, each Order Form will commence upon its effective date and continue until the expiration of the end of the applicable seat utilization window.
   2. Termination.  Either party may terminate this Agreement upon written notice if the other party materially breaches the Agreement and does not cure such breach (if curable) within thirty (30) days after written notice of such breach.  Upon the expiration or termination of this Agreement for any reason, (a) any amounts owed under this Agreement will be paid in accordance with Section 2 or the Order Form; and (b) each party will return to the other all property of the other party; provided that, each Participant may retain one (1) copy of any Courseware downloaded by such Participant prior to the expiration or termination of this Agreement. Sections 1, 2.3, and 3-10 will survive the termination of this Agreement.
7. Disclaimer.   To the maximum extent permitted by applicable law: (a) the Ziplines Education Service, including without limitation the Core Offering and Courseware are provided strictly on an “as is” and “as available” basis; and (b) Ziplines Education and its suppliers make no  warranties, express or implied, by operation of law or otherwise, including, without limitation, any implied warranties of merchantability, non- infringement, compliance, or fitness for a particular purpose with respect to the Ziplines Education Service.
8. Indemnity.  
   
   1. By Ziplines Education.  If any action is instituted by a third party against Client based upon a claim that the Ziplines Education Service, as delivered, infringes any third party’s intellectual property rights, Ziplines Education shall defend such action at its own expense on behalf of Client and shall pay all damages attributable to such claim which are finally awarded against Client or paid in settlement.  If the Ziplines Education Service is enjoined or, in Ziplines Education’s determination is likely to be enjoined, Ziplines Education shall, at its option and expense (a) procure for Client the right to continue using the Ziplines Education Service, (b) replace or modify the Ziplines Education System so that it is no longer infringing but continues to provide comparable functionality, or (c) terminate this Agreement and Client’s access to the Ziplines Education Service, and refund any amounts previously paid for the Ziplines Education Service attributable to the remainder of the then-current term.  This Section sets forth the entire obligation of Ziplines Education and the exclusive remedy of Client against Ziplines Education for any claim that the Ziplines Education Service infringes a third party’s intellectual property rights.
   2. By Client.  If any action is instituted by a third party against Ziplines Education relating to Client’s breach of this Agreement or the conduct of Client’s activities, business or its Participants, Client will defend such action at its own expense on behalf of Ziplines Education and shall pay all damages attributable to such claim which are finally awarded against Ziplines Education or paid in settlement of such claim.  This Section set forth the entire obligation of Client and the exclusive remedy of Ziplines Education for any third party claim. 
   3. Procedure.  Any party that is seeking to be indemnified under the provision of this Section 8 (an “Indemnified Party”) must (a) promptly notify the other party (the “Indemnifying Party”) of any third-party claim, suit, or action for which it is seeking an indemnity hereunder (a “Claim”), and (b) give the Indemnifying Party sole control over the defense of such Claim.  
9. Limitation of Liability.  except as set forth in this Section 9, to the extent permitted by law, in no event shall Ziplines Education or Client be liable for special, incidental, consequential or punitive damages or lost profits in any way relating to this Agreement.  In no event shall Ziplines Education’s or Client’s aggregate, cumulative liability in any way relating to this Agreement exceed the amount of Fees actually received by Ziplines Education from Client during the twelve (12) months preceding the claim.  The foregoing limitations shall not apply to payment, confidentiality and indemnity obligations.  the parties would not have entered into this agreement but for such limitations. 
10. General Provisions.  

This Agreement shall be governed by the internal laws of the State of Delaware.  Neither party may assign any rights or obligations arising under this Agreement, without the prior written consent of the other; except that either party may assign this Agreement without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.  Any attempted assignment or transfer in violation of the foregoing will be null and void.  Notices will be deemed to have been given upon receipt (or when delivery is refused) and may be (a) delivered personally, (b) sent by recognized courier service, or (c) sent by mail.  In the event that any provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect.  Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.  All waivers must be in writing. The parties to this Agreement are independent contractors, and no agency, partnership, franchise, joint venture or employee-employer relationship is intended or created by this Agreement. This Agreement may be executed via electronic signature and in counterparts, which taken together shall form one legal instrument.

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