Terms & Conditions – 2022

As used herein and throughout this Agreement:

• Agreement means the entire content of this Basic Terms and Conditions document, the proposal document(s), schedules, addendums, and amendments, together with any other supplements designated below, together with any exhibits, schedules, or attachments hereto.
• Client Content means all material, information, photography, and other creative content provided by Client for use in the preparation of and/or incorporation in the deliverables.
• Confidential Information means all data, materials, products, technology and technical information, computer programs, specifications, manuals, business plans, software, marketing plans, product development costing, pricing, financial information, and other information disclosed or submitted, orally, in writing, or by any other media. For the purposes of this

Agreement, the following is not considered Confidential Information: (i) information which the Receiving Party has been authorized in writing by the Disclosing Party to use without restriction; (ii) information which was rightfully in the Receiving Party’s possession or known to it prior to receipt of such information from the Disclosing Party; (iii) information which was rightfully disclosed to the Receiving Party by another person (not the Disclosing Party), having proper possession of such information, without restriction; (iv) information which is part of or enters the public domain without any improper action or inaction by the Receiving Party and is readily available by the actions of a person other than the Receiving Party; and (v) information which is independently developed by the Receiving Party without use or reference to the Disclosing Party’s Confidential Information.

• Content License refers to an agreement where RTO (the Licensor) grants a right to the Client

(the Licensee) to use any of its patented technology, training modules, et cetera, on the Client’s Learning Management System (LMS), according and subject to the limitations of the Content License Agreement and the Terms and Conditions.

• Copyrights means the property rights in original works of authorship, expressed intangible medium of expression, as defined and enforceable under the U.S. Copyright law.
• Data means any and all electronically compiled and collected information, including without limitation, all processed and reprocessed data, regardless of the form or medium on which it is displayed or stored, and includes personal data relating to users or prospective users of information in the RTO’s Learning Management System (LMS).
• Final Art means all creative content developed or created by RTO or commissioned by RTO, exclusively for the Project and incorporated into and delivered as part of the Final Project including, and by way of example, not limitation, any and all visual designs, visual elements, film, graphic design, illustration, photography, animation, sounds, voice over, typographic treatments and texts, modifications to Client Content and RTO selection, arrangement, and coordination of such elements, together with Client Content and/or third-party material.
• Final Project means the Deliverable, including all Final Art, provided by RTO and accepted by the Client.
• Preliminary Works means all artwork including, but not limited to, visual designs, visual elements, film, graphic design, illustration, photography, animation, sounds, voice over, typographic treatments and texts, modifications to Client Content and RTO selection, arrangement, and coordination of such elements, together with Client Content and/or thirdparty material, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by RTO, and which may or may not be shown and/or delivered to Client for consideration, all unfinished and finished video, but do not form part of the Final Art.
• Production Project means the services and work product specified in the proposal to be delivered by Ready Training Inc., also known as Ready Training Online (RTO) to be exclusively hosted on the RTO LMS Platform or where RTO creates and delivers a unique deliverable product, service, or results – product deliverables having specified features, functions, and scope of work.
• Proposal means the written document submitted to the Client or Prospective Client outlining the scope of work to be performed or provided, together with related payment or milestone schedules and related attachments.
• RTO Tools means all production tools developed and/or utilized by RTO in performing the services including, without limitation, data, pre-existing and newly developed software including source code, web authoring tools, type fonts, and the application tools, together with any other software, or other inventions, whether patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigation, and functional elements.
• Services means all services and the work product to be provided to Client by RTO as described and otherwise further defined in this proposal.
• Subscriber means an individual or business that becomes a Customer/Client of RTO and utilizes RTO’s LMS system pursuant to a Subscription Agreement.
• Subscription Agreement means Client’s use of RTO’s LMS system to train Client’s employees on an ongoing basis utilizing the LMS, the full RTO suite of training material currently offered in addition to any new training material, or a portion thereof.
• Third-Party Materials means proprietary third-party materials which are incorporated into the Final Project or hosted in the LMS including, without limitation, video, audio, presentation graphics package, stock photography, illustration, image and graphic content, or other resource content. Client must secure authorization and permissions for use of all ThirdParty Materials and assurance that it violates no copyright, license, permissions, trademark, or relevant compliance and regulatory guidelines, as well as that the material is accurate and suitable to Client’s needs.
• Trademarks means trade names, works, symbols, designs, logos, or other devices or designs used in the Final Project to designate the origin or source of the goods or services of Client.
• User means an individual who is authorized by the Client, under a Subscription Agreement to log into the LMS, for whom the Client has purchased a subscription and to whom the Client has supplied a user identification and password. Users may include, for example, Client’s employees, consultants, contractors, and agents.
• User Session means any instance where a single user is logged into the LMS, even if that session is not actively being used.

2. Proposal
The terms of the proposal shall be effective for thirty (30) days after presentation to Client. In the event this Agreement is not executed by the Client within the time identified, the proposal, together with any related terms and conditions and Production Project, may be subject to amendment, change, or substitution.
3. Fees and Charges: For Production Projects and Subscriptions
3.1. Production Project Fees and Expenses
In consideration of the services to be performed by RTO, Client shall pay to RTO fees in the amounts and according to the payment schedule set forth in the Proposal, and any and all applicable sales, usage, or other taxes, even if calculated or assessed subsequent to the payment schedule.
3.1.1. Expenses
If applicable, Client shall pay RTO’s expenses incurred in connection with this Agreement as follows:

• Incidental and out-of-pocket expenses including, but not limited to, shipping, overnight courier, service bureaus, typesetting, blueprints, models, presentation materials, photocopies, computer expenses, fees for long distance phone calls, parking fees and tolls, and taxis, at cost, and, if applicable, mileage reimbursement at the current rate allowed by the United States Government; and,
• Travel expenses including transportation, meals, and lodging incurred by RTO with Client’s prior approval.

3.1.2. Additional Costs
The Production Project pricing includes RTO’s fees only. Any and all outside costs including, but not limited to, equipment rental, photographers’ costs and fees, photography and/or artwork licenses, prototype production costs, talent fees, music licenses, intellectual property permissions and licenses, professional services, and online access or hosting fees, will be approved by and billed to Client unless specified otherwise and provided for in this proposal.
3.1.3. Invoices
All invoices are payable in accordance with the Proposal. A monthly service charge of one- and one-half percent (1.5%) is payable on all overdue balances. Payments will be credited first to late payment charges and next to the unpaid balance. Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. RTO reserves the right to withhold delivery and any submittal of any deliverable or any portion of a project in process if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership or any intellectual property rights under this Agreement are conditioned upon receipt of payment in full, which shall be inclusive of any and all outstanding additional costs, taxes, expenses, and fees, charges, or other costs of changes.
3.2. Subscription Agreement Fees
3.2.1. Subscriber Subscription Fees
The Client, as a subscriber (“Subscriber or Subscribers”) of any of the RTO Services, will be bound by the payment terms set forth the Agreement. The fee paid for Subscription Services will be stipulated in the current agreement.
3.2.2. Terms of Payment
The Client will pay RTO all such fees, charges, and any and all applicable sales, usage, or other taxes, for the Services within thirty (30) days of invoice. If payment is not received, RTO reserves the right to refuse permission of a Subscriber’s use of the RTO LMS until such time as Subscriber pays all fees and charges due together with any costs associated with collection and returning Subscriber’s account to full access.
3.2.3. Contract Period
Subscription purchases, terms, and prices are valid for the current contract period for which the Client enrolled in the Service. RTO reserves the right to change the price paid for a monthly or annual subscription after the contract period. Renewal of contract duration, process, and notifications will be executed according to the Agreement.

3.2.4. Invoices All invoices are payable in accordance with the Proposal. A monthly service charge of one- and one-half percent (1.5%) is payable on all overdue balances. Payments will be credited first to late payment charges and next to the unpaid balance. Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. In such cases of delinquent accounts, a Subscription Client will be removed from active RTO LMS status and no longer provided Subscription services until the invoice is paid in full.
4. Changes
4.1. Changes in Production Project
Unless otherwise provided in the Agreement, and except as otherwise provided for herein, Client shall pay additional charges for changes requested by Client which are outside the scope of the services as set forth on the Production Project’s Proposal on a time and materials basis, as set forth in RTO’s Standard Rate Chart. Such charges shall be in addition to all other amounts payable under the Agreement despite any maximum budget, contract price, or final price identified herein. RTO may extend or modify any delivery schedule or deadline in the Agreement and Production Project as may be required by such changes. All change orders will be considered a contractual alteration of the original agreement and will necessitate duly authorized signatures by both parties.
4.1.1. Timing
RTO will prioritize performance of the services as may be necessary or as identified in the Agreement and will undertake commercially reasonable efforts to perform the services within the time(s) identified in the Agreement. Client agrees to perform all Client responsibilities as delineated in the agreement, such as stakeholder management, key personnel signoffs, scope verification, and employee responsiveness. Furthermore, the Client is responsible to review Production Project deliverables within the time identified for such reviews, and to promptly either (i) approve the Production Project in writing, or (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections, or corrections to RTO. RTO shall be entitled to request written clarification of any concern, objection, or correction. Client acknowledges and agrees that RTO’s ability to meet any and all schedules is entirely dependent upon Client’s prompt performance of its obligation to provide materials and written approvals and/or instructions pursuant to the Agreement, and that any delays in Client’s performance or changes in the services or Production Project are requested by the Client, may delay delivery of the Production Project and RTO reserves the right to invoice client for any additional costs and charges. Any such delay caused by Client shall not constitute a breach of any term, condition, or RTO’s obligations under this Agreement.
4.2. Changes in Subscriber and License Agreements
4.2.1. Client’s Responsibility to Provide Accurate Data
If the Client’s Subscription Agreement is based upon the number of units or users, the Client must provide accurate, complete, and updated Subscriber information.
4.2.2. Additional Fees and Charges
The Client will pay RTO for all additional fees, charges, and any applicable taxes, associated with the Services, based upon a change in usage, in accordance with the current rates, payment terms, and policies specified by RTO in the applicable Service Agreement. The Client further acknowledges that the Client’s obligation to pay RTO all such fees, charges, and applicable taxes for the Service does not depend on usage of the Service, and that the Client remain obligated to pay RTO for the Service regardless of whether the Service is used for the term of this Agreement. The Client’s obligation to pay for the Service begins on the date this Agreement is signed, not the date of the Client’s first use of the Service, unless otherwise specified in the Agreement.
4.2.3. Reduction in Contracted Quantities
In the event that the number of units or users, whichever the Agreement is based upon, (the Established Base Quantity) decreases thirty percent (30%) or more, the Client may be subjected to increased fees based upon reduction and/or change in price.
5. Rights and Responsibilities
5.1. Client’s Rights and Responsibilities for a Production Project
Client acknowledges that where applicable and/or delineated in the Agreement, it shall be responsible for the following:

5.1.1. Coordination of any decision making with internal key personnel and third parties.

5.1.2. Provide in a timely manner Client content in a form suitable and ready for reproduction or incorporation into the Production Project, unless otherwise expressly provided in the Agreement; and,

5.1.3. Final proofreading and deliverable acceptance of entire Production Project. In the event that Client has approved the quality checkpoints, intermediate deliverables, and/or Final Project, but errors, such as, by way of example, not limited to, typographical errors, misspellings, inaccurate or incomplete content remain in the finished product, Client shall incur the cost of correcting such errors.

5.1.4. Provide the contact information for a Subject Matter Expert, supplied by Client, and ensure that said person fulfils their responsibility to respond to questions that arise during the project.

5.1.5. Client has reviewed the content in its entirety and confirms that it complies with any and all of Client’s policies, procedures, and internal standards, as well as external governmental or associated regulatory bodies applicable laws, rules, and regulations, regardless of the jurisdiction. See also relevant sections 8.1 and 10.5.1.

5.1.6. Provide RTO notice of any changes in the laws, rules, regulations that effect the Final Project.

5.1.7. Ensure attendance of knowledgeable staffing for on-site and remote filming to provide quality control and expertise, thus resulting in a successful and productive shoot; the assigned Subject Matter Expert shall carry out the responsibilities as mutually agreed upon and spelled out in the preproduction meeting.
5.2. Subscriber Activities and Privacy of Subscriber Information on the Service
5.2.1. Restriction of Use
The Client will use the Services and any tools, content, material, or information provided in the RTO LMS, content, or total engagement solution for lawful purposes. The Client shall not upload to, distribute to or through, or otherwise disseminate through the Service any material or information of any kind that violates any law or infringes or violates any privacy or other rights of any other person or entity, or contains a solicitation of funds, advertising, or a solicitation for goods or services.
5.2.2. 5.2.2 Use of Data by RTO
RTO reserves the right to collect and use data about the Client and the Client’s use of the

Service for purposes such as, for example, performing statistical analyses to assist RTO in improving the Service. RTO further reserves the right to distribute such data in forms that do not identify the Client or the Client’s users. RTO may also distribute project relevant data in forms that identify the Client to affiliates, partners and to third parties with a contractual relationship with RTO which are deemed essential in order to fulfil the Agreement. All such use and distribution shall be in accordance with RTO’s privacy policy, which is incorporated herein by reference. Nothing herein shall prevent RTO from complying with valid requests by governmental authorities investigating civil or criminal matters.
5.3. Client Responsibilities for Meeting System Requirements
Where applicable, regardless of whether this agreement is a Subscription Agreement or a Production Project, client is responsible for obtaining and maintaining all computer hardware, software, and communications equipment needed to access internet and use the Services, including all third-party access, telecommunications, and Internet connection of such bandwidth to support any and all use of RTO’s LMS and related items. Any questions concerning whether Client’s connectivity is sufficient to meet RTO’s requirements are the responsibility of Client. To view and maintain our latest systems requirements, please visit us at:

www.readytrainingonline.com/system-requirements.
5.4. Respective Party Rights to Content and Services
5.4.1. RTO Content Rights
All content and tools provided by RTO and the Services are protected by copyright, trademark and/or other applicable intellectual property and proprietary rights laws and are owned, controlled, and/or licensed by RTO. The Services are also protected by copyright, patent, trademark, and other applicable intellectual property and proprietary rights laws. All trademarks appearing on the Services are the property of their respective owners. The Client agrees not to use any trademarks or copyrighted material without express written permission of RTO. The Client agrees that the Client does not acquire any ownership rights in any downloaded content. The Client further agrees that all rights in the Service and any of the content found on the Service not granted to the Client under this Agreement are expressly reserved to RTO and/or its licensors.
5.4.2. Client Rights to Retrieve Data
To the extent permitted, the Client may search, retrieve, display, download, and print content from the Services solely for the Client’s internal use. The Client shall make no other use of the content without the express written permission of RTO. The Client will not modify, publish, distribute, transmit, participate in the transfer or sale, translate, create derivative works, or in any way exploit other than as set forth herein, any of the content, tools, or technology, in whole or in part, found on the Services. Further, the Client shall not engage in any systematic downloading or other activity directed towards any of the content, in whole or in part, found on the Services that would create any electronic database or archive containing such content.
5.4.3. Prohibition on Searching Activities
In searching the Services, the Client shall not employ any automated search tools, including so called “crawlers,” “bots” and “spiders” that programmatically access and extract content in order to repurpose or resell the Services content and tools, nor may the Client “scrape” and/or reformat any information off the services HTML pages or XML interface, including meta tags, results pages, abstracts, and documents without the express written permission of RTO.
5.4.4. Rights to Deliverables
5.4.4.1. Client Rights to Client Content
Client content, including all pre-existing trademarks, shall remain the sole property of Client or its respective suppliers, and Client or its suppliers shall be the sole owner of all rights in connection therewith.
5.4.4.2. Grant of License
Client hereby grants to RTO a nonexclusive, nontransferable license to use, reproduce, modify, display, and publish the Client content solely in connection with RTO’s performance of the services and limited promotional use of the deliverables as authorized in this Agreement. Notwithstanding the above, Client grants RTO, its successors and assigns, the perpetual, non-exclusive right to use, without payment, any or all of any part of the Client’s non-proprietary training photographs, film, video, digital images, software, and generic training modules for distribution by RTO.
5.4.4.3. Third-Party Materials
All third-party materials are the exclusive property of their respective owners. RTO shall inform Client of all third-party materials that may be required to perform the services or otherwise integrate it into the Final Art. Under such circumstances, RTO shall inform Client of any need to license, at Client’s expense and unless otherwise provided for by Client, Client shall obtain the license(s) necessary to permit Client’s use of the third-party materials consistent with the usage rights granted herein. In the event Client requires and instructs the use of third-party materials and fails to properly secure or otherwise arrange for any necessary licenses and required permissions, Client hereby indemnifies, saves, and holds harmless RTO from any and all damages, liabilities, costs, losses, or expenses arising out of any claim, demand, or action by a third-party arising out of Client’s failure to obtain copyright, trademark, publicity, privacy, defamation, or other releases or permissions with respect to the materials included in the Final Art.
5.4.5. Preliminary Works
RTO retains all rights in and to all preliminary works. Client shall return all preliminary works to RTO within thirty (30) days of completion of the services, and all rights in and to any preliminary works shall remain the exclusive property of RTO.
5.4.6. Original Artwork
RTO retains all right and title in and to any original artwork compromising Final Art, including all rights to display or sell such artwork. Client shall return all original artwork to RTO within thirty (30) days of completion of the services.
5.4.7. Restriction on Reverse Engineering
Client may not directly or indirectly in any form or manner decompile, reverse engineer, create derivative works, or otherwise disassemble or modify any of RTO’s tools comprising any software or technology of RTO. It is agreed that Client shall not alter RTO’s logos or name without the express written consent of RTO.
5.5. Rights to Final Art and Exclusive License on Modification Rights
RTO hereby grants to Client the exclusive perpetual and worldwide right and license to use, reproduce, and display the Final Art solely in connection with the Production Project as defined in the proposal and in accordance with the various terms and conditions of this Agreement, for print, online/interactive, and three-dimensional media. The rights granted to Client are for the usage of the Final Art in its original form only. Client may not crop, distort, manipulate, reconfigure, mimic, animate, create derivative works, or extract portions, or in any other manner alter the Final Art.
6. Accreditations/Promotions/Trade Names/Marketing
6.1. Accreditations/Promotions
All displays or publications of the Production Project shall bear accreditation and/or copyright notice in RTO’s name in the form, size, and location as incorporated by RTO in the Production Project, or as otherwise directed by RTO. RTO retains the right to reproduce, publish, and display the Production Project in the studio’s portfolio, press releases, websites and in galleries, creative periodicals, and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with the authorship of the Production Project in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the project and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.
6.2. Trade Names
Client and RTO each grant permission to the other a non-exclusive, worldwide, royalty-free license, without any right to assign or sublicense, to use the other party’s name and logo on its website, press releases, or other marketing material, provided with the limitation that any use of the other party’s name and logo is subject to written permission of the granting party according to the Agreement, or on a project by project basis. Any use of the other party’s name or logo shall be in compliance with the other party’s trademark usage guidelines, as amended. Either party may withdraw permission upon reasonable notice to the other.
6.3. Marketing
RTO shall have the right, at RTO’s sole cost and expense, to insert, RTO industry-relevant materials in the Final Project or RTO training modules on the LMS for marketing, promotional, or value-added services. Client understands and agrees that Client shall not be entitled to any portion of the resulting revenue from any such material that RTO places within the Final Project.
7. Relationship of the Parties
7.1. Independent Contractor
RTO is an independent contractor, not an employee of the Client or any company affiliated with Client. RTO shall provide the services under the general direction of the Client, but RTO shall determine, in RTO’s sole discretion, the manner and means by which the services are accomplished. This Agreement does not create a partnership or joint venture and either party is authorized to act as agent or bind the other party, except as expressly stated in this Agreement. RTO and the work product or Production Project prepared by RTO shall not be deemed a work for hire as that term is defined under the copyright law. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this agreement.
7.2. RTO Agents
RTO shall be permitted to engage and/or use third-party creative or other service providers as independent contractors in connection with the services provided under this Agreement (“RTO Agents”). Notwithstanding, RTO shall remain fully responsible for such RTO Agent’s compliance with the various terms and conditions of this Agreement.
7.3. No Solicitation
During the terms of this Agreement and for a period of one (1) year after expiration or termination of this Agreement, Client and RTO agree not to solicit, recruit, engage, or otherwise employ or retain on a full-time, part-time, consulting, work-for-hire, or any other kind of basis, each other’s employees whether said person has been assigned to perform tasks under this Agreement. In the event such employment, consultation, or work-for-hire event occurs, each agree the other will be entitled to an agency commission to be the greater of either (i) twentyfive percent (25%) of said person’s starting salary, or (ii) twenty-five percent (25%) of the fees paid to said person. In the event of (i) above, payment of the commission will be due within thirty (30) days of the employment starting date. In the event of (ii) above, payment will be due at the end of the month during which the independent contractor performs services for Client.
7.4. Non-Exclusivity
The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by RTO, and RTO shall be entitled to offer and provide design services to others, solicit other clients, and otherwise advertise services offered by RTO.
7.5. Ownership and Storage of Data
Any Data collected, recorded, entered, or compiled on RTO LMS shall become the property of RTO. Notwithstanding the foregoing, RTO shall maintain all data in a secure storage location and shall not release any Client’s Data without the written consent of the Client.
7.6. Data Policy
Upon termination of this agreement, upon written request RTO shall deliver to Client, within a reasonable time, a complete copy in electronic format, all available client certification data up to the date of termination (i.e., module completions and certifications) stored on the RTO LMS.
7.7. Confidentiality
Confidential Information is to be considered confidential and proprietary to Disclosing Party;

Receiving Party shall not disclose it to anyone. Receiving Party shall not use the Confidential Information other than for the purposes of its business with Disclosing Party, and shall disclose it only to its officers, directors, or employees with a specific need to know. Receiving Party will not disclose, publish, or otherwise reveal any of the Confidential Information received from Disclosing Party to any other party whatsoever except with the specific prior written authorization of Disclosing Party. Notwithstanding the foregoing, the Receiving Party shall be permitted to disclose Confidential Information in connection with a judicial or administrative proceeding to the extent that such disclosure is required under applicable law or court order, provided that the Disclosing Party shall be given prompt and timely written notice of any such proceeding and shall offer reasonable cooperation in any effort of the other party to obtain a protective order. Confidential Information furnished in tangible form shall not be duplicated by Receiving Party except for purposes of this Agreement. Upon the request of Disclosing Party, Receiving Party shall return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, within ten (10) days of such request.
8. Warranties and Representations
8.1. By Client
Client represents, warrants, and covenants to RTO that;

8.1.1. Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client content.

8.1.2. To the best of Client’s knowledge, the Client content does not infringe the rights of any third party, and use of the Client content, as well as any trademarks in connection with the Production Project is not and will not violate the rights of any third parties.

8.1.3. That the Client material is in compliance with any and all laws rules regulations of the jurisdiction in which the contents will be viewed.

8.1.4. Client shall comply with the terms and conditions of any licensing agreements which govern the use of third-party materials.

8.1.5. Client shall promptly notify RTO of any changes in any law which renders the Final Project outdated, illegal or not in compliance with any law; and,

8.1.6. Client shall comply with all laws and regulations as they relate to the services and Production Project.

8.1.7. Client represents and warrants that it has full right and authority to enter into this Agreement and perform its obligations hereunder and that it will not violate any law or infringe upon the rights of any person or entity while exercising its rights under this Agreement.
8.2. By RTO
RTO hereby represents, warrants, and covenants to the Client that;

8.2.1. RTO will provide the services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services.

8.2.2. Except for third-party materials and Client content, the Final Project shall be the original work of RTO and/or its independent contractors and RTO agents.

8.2.3. In the event that the Final Project include the work of independent contractors commissioned for the project by RTO, RTO shall have secured agreements from such contractors granting all necessary rights, title, and interest in and to the final deliverable sufficient for RTO to grant the intellectual property rights provided in this Agreement.

8.2.4. To the best of RTO’s knowledge, the final art provided by RTO and RTO subcontractors and RTO agents, does not infringe the rights of any party, and use of same in connection with the project will not violate the rights of any third parties. In the event, Client or third parties modify or otherwise use the Production Project outside the scope for any purpose not identified in the proposal or this agreement or contrary to the terms and conditions noted herein, all representations and warranties of RTO shall be void.

8.2.5. Except for the express representations and warranties stated in this Agreement, RTO makes no warranties whatsoever, RTO explicitly disclaims any other warranties of any kind, either express or implied including, but not limited to, warranties of merchantability or fitness for a particular purpose or compliance with the laws of government rules or regulations applicable to this project.
8.3. Subscription Agreement – Disclaimer of Warranties & Limitation of Liability by RTO
8.3.1. Neither RTO nor any of its directors, officers, employees, agents, distributors, third party providers, or licensors (and their respective directors, officers, employees, and agents) warrant that the services will be uninterrupted or error free or that they will be free of viruses or other harmful components. Nor do they make any warranty as to the results that may be obtained from the use of the service, or as to the accuracy, reliability, completeness, or contents of any content, information, material, postings, or posting responses found on the service, any merchandise or services provided through the services, or any links to other sites or services made available on the services. The Client expressly agree that use of the service is at Client’s sole risk.

8.3.2. The content, material, or information found on the LMS are provided on an “as is” basis without warranties of any kind, either express or implied, including, but not limited to, warranties of title or implied warranties of merchantability or fitness for a particular purpose.

8.3.3. Under no circumstances, including, but not limited to, negligence, shall RTO (or any of its directors, officers, employees, agents, distributors, third party providers, or licensors (and their respective directors, officers, employees, and agents)), be liable for any indirect, incidental, special or consequential damages that result from the use of, or the inability to use, any content, information, material, postings, or posting responses on the service, or the service itself. These limitations apply regardless of whether the party liable or allegedly liable was advised, had other reason to know, or in fact knew of the possibility of such damages. The Client specifically acknowledges and agrees that RTO (and any of its directors, officers, employees, agents, distributors, third party providers, or licensors (and their respective directors, officers, employees, and agents)), is not liable for any defamatory, offensive, or illegal conduct of any user, including the Client. In no event shall the total liability of RTO (or any of its directors, officers, employees, agents, distributors, third party providers, or licensors (and their respective directors, officers, employees, and agents)) to Client exceed the amount paid by Client to RTO during the twelve (12) months prior to any claim of injury or damage.
9. Intellectual Property Rights
9.1. Ownership of the Products
Client acknowledges that RTO’s Products, and any and all copyright, trademark, and other intellectual property rights associated with RTO’s Products, are the sole and exclusive property of RTO. Client claims no rights to said Products, their content, or any intellectual property rights associated with said Products except as expressly granted in this Agreement. Client

acknowledges that RTO shall retain the exclusive ownership rights in and to the copies of these Products that Client may make pursuant to this Agreement, including all intellectual property rights. No joint ownership rights or derivative work rights are granted pursuant to this Agreement.

9.2. RTO’s Intellectual Property Client acknowledges and agrees that other than the use of the subscription and the Products granted herein, no right, property, license, permission, or interest of any kind in or to RTO’s copyrighted materials, trademarks, trade names, service marks, logos, domain names, or other intellectual property is granted or is intended to be given or transferred to or acquired by the execution, performance or non-performance of this Agreement or any part hereof. Any unauthorized use of RTO’s copyrighted materials, trademarks, trade names, service marks, logos, domain names, or other intellectual property by Client will constitute a material breach of this Agreement and an infringement of the rights of RTO in and to its intellectual property rights.
10. Content Licensing Provisions – Grant of License, Ownership and Training
10.1. The License
In exchange for the payment of the License Fee, and subject to the restrictions described within an Agreement or these Terms and Conditions, RTO hereby grants to Client for use by itself, including all authorized persons performing work for Client in the normal course of business of Client, during the Term defined in within our Agreement, a non-exclusive, limited, nonassignable, non-transferable license, without the right to sublicense, to use the Products for training its employees in its current active business locations, by enabling Client to load the Products that they have purchased onto their internal LMS.
10.2. Products to be Provided and Upgrades Thereto
RTO will provide Client access to all licensed products. During the Term of this Agreement, as

specified in the Agreement, RTO will provide to Client any and all upgrades made to the Products within a reasonable amount of time at no additional cost to Client.
10.3. SCORM Integration
RTO modules conform to the Shareable Content Object Reference Model (SCORM), version 1.2. Any LMS that adheres to the minimum requirements for the SCORM 1.2 data model can launch and track all RTO modules. Domains and IP ranges must be opened to access any RTO licensed module(s).
10.4. Reporting
In the event that compliance modules are made available for licensing, a further discovery of the feasibility of compliance module maintenance and reporting, and the determination of additional licensing costs will be necessitated.
10.5. Disclaimer of Limitation of Liability
10.5.1. Warranties by Client
Client represents and warrants that it has full right and authority to enter into this Agreement and perform its obligations hereunder and that it will not violate any law or infringe upon the rights of any person or entity while exercising its rights under this Agreement.
10.5.2. Warranties by RTO
RTO represents and warrants that RTO has the right to grant to Client the license outlined by this Agreement.

10.6. NO ADDITIONAL WARRANTIES; LIMITATION OF LIABILITY EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, RTO MAKES NO

WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY OF RTO’S PRODUCTS, ANY OF

THE CONTENT CONTAINED THEREIN, OR ANY DOCUMENTATION REGARDING SUCH

PRODUCTS OR THE USE OF RTO’S PRODUCTS, INCLUDING BUT NOT LIMITED TO THE

RESPECTIVE QUALITY, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A

PARTICULAR PURPOSE AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. IN

NO EVENT SHALL RTO’S TOTAL LIABILITY TO CLIENT UNDER THIS AGREEMENT

EXCEED THE TOTAL LICENSE FEES PAID BY CLIENT UNDER THIS AGREEMENT. EACH

PARTY ACKNOWLEDGES THAT THIS PARAGRAPH REFLECTS AN INFORMED,

VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND

UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT, THAT SUCH

VOLUNTARY RISK ALLOCATION WAS A MATERIAL PART OF THE BARGAIN BETWEEN

THE PARTIES, AND THAT THE ECONOMIC AND OTHER TERMS OF THIS AGREEMENT WERE NEGOTIATED AND AGREED TO BY THE PARTIES IN RELIANCE ON SUCH VOLUNTARY RISK ALLOCATION.
11. Indemnification/Liability
11.1. By Client
Client agrees, to the extent permitted by law, to indemnify, and hold harmless RTO, its officers, directors, agents, servants, workmen and/or employees, from any and all damages, liabilities, costs, losses, or expenses arising out of any claim, demand or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations, or warranties under this Agreement. Under such circumstances, RTO shall promptly notify Client in writing of any claim or suit: (i) Client has sole control of the defense and all related settlement negotiations; and, (ii) RTO provides Client with commercially reasonable assistance, information, and authority necessary to perform Client’s obligations under this section. Client will reimburse the reasonable out-of-pocket expenses incurred by RTO in providing such assistance.
11.2. By RTO
RTO agrees, to the extent permitted by law, to indemnify, and hold harmless Client, its officers, directors, agents, servants, workmen and/or employees, from any and all damages, liabilities, costs, losses, or expenses arising out of any claim, demand or action by a third party arising out of any breach of RTO’s responsibilities or obligations, representations, or warranties under this Agreement. Under such circumstances, Client shall promptly notify RTO in writing of any claim or suit: (i) RTO has sole control of the defense and all related settlement negotiations; and, (ii) Client provides RTO with commercially reasonable assistance, information, and authority necessary to perform RTO’s obligations under this section. RTO will reimburse the reasonable out-of-pocket expenses incurred by Client in providing such assistance.
11.3. Limitation of Liability
11.3.1. Limitation of Liability: Production Project
The services and the work product of RTO are sold “as is.” In all circumstances, the maximum liability of RTO, is directors, officers, employees, RTO agents, independent contractors, and affiliates (“RTO parties”) to Client for damages for any and all causes whatsoever, and Client’s maximum remedy regardless of the form of action, whether in contract, tort, or otherwise, shall be limited to the value of the proposal. In no event shall RTO be liable for any lost data or content, lost profits, business interruption, or for any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or relating to the materials or the services provided by RTO, even if RTO has been advised of the possibility of such damages and notwithstanding the failure of essential purpose or any limited remedy.

11.3.2. Limitation of Liability: Subscription The services and the work product of RTO are sold “as is.” In all circumstances, the maximum liability of RTO, is directors, officers, employees, RTO agents, independent contractors, and affiliates (“RTO parties”) to Client for damages for any and all causes whatsoever, and Client’s maximum remedy regardless of the form of action, whether in contract, tort, or otherwise, shall be limited the amount paid by the Client to RTO during the twelve (12) months prior to any claim of injury or damage. In no event shall RTO be liable for any lost data or content, lost profits, business interruption, or for any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or relating to the materials or the services provided by RTO, even if RTO has been advised of the possibility of such damages and notwithstanding the failure of essential purpose or any limited remedy.
12. Effective Date and Termination
12.1. Production Project This Agreement shall commence upon the effective date and shall remain in effect until services are completed and delivered.

12.1.1. This Agreement may be terminated at any time by mutual agreement of both parties, or if any party (i) becomes insolvent, files a petition for bankruptcy, makes an assignment for the benefit of its creditors, or (ii) breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within thirty days from receipt of written notice of such breach.

12.1.2. In the event of termination, RTO shall be compensated for the services performed through the date of termination in the amount of (i) any advance payment; (ii) a pro-rated portion of the fees due; (iii) the full price as set forth in this Agreement or, (iv) time and material for the work performed by RTO or RTO’s agents as of the date of termination, whichever is greater.

12.1.3. In the event of termination, Client shall pay all expenses, fees, out-of-pockets, together with any additional costs incurred through and up to the date of cancellation.

12.1.4. Upon expiration or termination of this Agreement: (i) each party shall return or, at the disclosing party’s request, destroy the confidential information of the other party; and, (ii)

other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the services, shall survive.
12.2. Subscription Agreement
12.2.1. The Client is responsible to meet all financial commitments, conditions, and obligations as delineated in the Subscription Agreement and these Terms and Conditions for the contract term, for there is no early termination release provision. The Client may cancel their automatic renewal of the contract for the Service according to the stipulations of the Agreement. Other means of notification, including notification to the Client’s credit card company or bank that the Client no longer wishes to be a Subscriber will not serve as valid means of cancellation.

12.2.2. RTO shall have the right to immediately, upon notice to the Client, terminate the Client’s use of the Services in the event of any conduct by the Client which RTO, in its sole discretion, considers to be unacceptable, or in the event of any breach by the Client of this Agreement or violation of applicable law.
13. General
13.1. Modifications/Waiver
This Agreement may be modified by the parties. Any modification of this Agreement must be in writing. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such right, nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.
13.2. Notices
All notices to be given hereunder shall be transmitted in writing either by facsimile or electronic mail with return confirmation of receipt, or by certified or registered mail, return receipt requested, and shall be sent to the addresses identified in the Agreement, unless notification of change of address is given in writing. Notice shall be effective upon receipt, or in the case of fax or email, upon confirmation of receipt.
13.3. No Assignment
Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement, or permit the same to be transferred, assigned, or encumbered by operation of law or otherwise, without the prior written consent of the other party.
13.4. Force Majeure
RTO shall not be deemed in breach of this Agreement if RTO is unable to complete the services or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, death, illness, or capacity of RTO or any local, state, federal, national, or international law, government order or regulation, or any other event beyond RTO’s control (collectively “Force Majeure event”). Upon occurrence of any Force Majeure event, RTO shall give notice to the Client of its inability to perform or of delay of completing the services and shall propose revisions to the schedule for completion and/or resumption of the services.
13.5. Governing Law and Dispute Resolution
The formation, construction, performance, and enforcement of this Agreement shall be in accordance with the laws of the Commonwealth of Pennsylvania without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. Except as set forth herein regarding resort to courts of competent jurisdiction for claims for equitable relief, in the event of a dispute arising out of this Agreement, the parties agree to binding arbitration before an arbitrator to be selected by the parties. In the event the parties fail to agree, then the matter will be arbitrated utilizing JAMS (Judicial Arbitration and Mediation Services) 1717 Arch Street, Philadelphia, Pennsylvania. Client acknowledges that RTO will have no adequate remedy at law in the event that Client uses the Production Project or Services in any way not permitted hereunder, and hereby agrees that RTO shall be entitled to argue for equitable relief by way of temporary and permanent injunction, and such other relief at law or equity as the court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein filed in any State or Federal Court in the Commonwealth of Pennsylvania. The parties hereby waive any jurisdiction or venue defenses available to them and, further, consent to service of process by mail.
13.6. Severability
Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
13.7. Headings
The numbering and captions of various sections are solely for the convenience and reference only and shall not affect the scope, meaning, intent, or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
13.8. Integration
This Agreement, which includes these basic Terms and Conditions and the accompanying Proposal/Agreement, schedules, addendums, and amendments, comprise the entire understanding of the parties hereto on the subject matter herein contained, and supersedes and merges all prior contemporaneous agreements, understandings, and discussions between the parties relating to the subject matter of this Agreement. In the event of a conflict between the proposal and any other agreement documents, the terms of this Agreement shall control. By execution below, the parties hereto have agreed to all of the terms and conditions of this Agreement effective as of the last day of signature below, and each signatory represents that it has the full authority to enter into this Agreement and to bind their respective party to all of the terms and conditions herein.
14. Simultaneous User Session Limitations
RTO makes every effort to provide world class support for their LMS. However, from time-to-time aggressive training goals are set that may cause major impact on our servers. This has the potential to significantly impact all of our users, and in rare cases, could include temporary interruptions to all users attempting to log in and utilize the LMS. In the unlikely event that this would occur, RTO reserves the right to temporarily suspend access in order to resolve the issue.