Service Agreement

This Agreement (the “Agreement”) governs your use of the services (as defined below) and any related services provided by 21stCenturyEd, a Utah limited liability company with its principal place of business at 815 W 1250 S, Suite 202, Orem, UT 84058 (“21stCenturyEd”), and you (the “Customer”). 21stCenturyEd and Customer are each referred to as a “Party”, and together, the “Parties”.

By using the Services, clicking “I agree”, or taking any other affirmative action indicating your acceptance of this Agreement, you agree to be bound by the terms contained herein. If you are an agent or employee of the intended Customer, you individually represent and warrant to 21stCenturyEd that you are authorized to bind that party to this Agreement. If you do not agree to this Agreement, then you are not authorized to use the Services.

1. SCOPE OF SERVICES. 21stCenturyEd shall provide the services described in the Quote or Order or Proposal (the “Services”) as fully incorporated by reference.
2. TRAVEL POLICY. All travel must be confirmed no less than two (2) weeks in advance to avoid any cancellations. Confirmation less than two (2) weeks in advance will incur fees associated with last minute travel bookings including but not limited to flight and lodging.

    

   In the event Customer cancels confirmed travel provided through this Agreement or any portion thereof, notice must be given no less than ten (10) business days in advance of the scheduled service date. 21stCenturyEd will work with Customer to reschedule the cancelled service date as needed. If cancellation is received less than ten (10) business days prior to the scheduled service date, the Customer will be charged the full contracted amount including but not limited to flight and lodging with the exception of cancellations due to inclement weather. In the event of inclement weather, it is expected that the Customer will communicate with 21stCenturyEd to determine how to utilize and/or make up the service date.
3. FEES AND PAYMENT. In consideration of the Services to be performed by 21stCenturyEd, Customer shall pay 21stCenturyEd the fees specified in the Quote or Order or Proposal as fully incorporated by reference within 30 days of acceptance, and receipt of 21stCenturyEd’s invoice.

    

   In the event Service delivery requires additional support including but not limited to additional time spent, materials, and/or travel in excess of the services described in the Quote or Order or Proposal, 21stCenturyEd may charge additional fees for the additional support. Such fees shall be agreed upon in writing and signed by both Parties.
4. TERM/TERMINATION OF AGREEMENT
   4.1 Term. The term of this Agreement (the “Term”) shall commence and continue for the period set forth in the Quote or Order or Proposal or, if Customer has not executed a Quote or Order or Proposal, for the period Customer has an active Subscription, unless terminated earlier pursuant to this Agreement (the “Term”).
   
   4.2 Termination for Breach. Either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach.
   
   4.3 Termination for Convenience. This Agreement may be terminated by either Party upon 30 days’ prior written notice.
   
   4.4 Effects of Termination. Upon expiration or termination of this Agreement: (i) Customer will return or destroy, at 21stCenturyEd’s sole option, all 21stCenturyEd Confidential Information in its possession or control, including permanent removal of such 21stCenturyEd Confidential Information (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in Customer’s possession or under Customer’s control, and at 21stCenturyEd’s request, certify in writing to 21stCenturyEd that the 21stCenturyEd Confidential Information has been returned, destroyed or, in the case of electronic communications, deleted; and (iii) Customer will pay to 21stCenturyEd all accrued but unpaid amounts due under Section 2 immediately.
5. RELATIONSHIP OF PARTIES. It is understood by the Parties that 21stCenturyEd is an independent Contractor with respect to Customer, and not an employee of Customer. As such, 21stCenturyEd will not participate in Customer’s employee benefit plans nor receive any other compensation beyond that stated herein. The Parties are and shall be independent of one another, and this Agreement does not create an agency, partnership, or joint venture between the Parties.
6. CONFIDENTIAL INFORMATION. Customer acknowledges that in the course of Customer’s engagement with 21stCenturyEd, Customer may obtain or have access to confidential information regarding 21stCenturyEd and its business (hereafter “Confidential Information”). This Confidential Information may include, but is not limited to, products, research and development of products, product specifications, and price and cost lists. Customer agrees that at all times, while under contract with 21stCenturyEd and after the termination of the contract with 21stCenturyEd, that Customer will keep in strict confidence all Confidential Information and will not use or disclose any Confidential Information or anything relating to it in whole or in part, nor permit others to use or disclose it in any way, without the prior written consent of the 21stCenturyEd, except as may be necessary in the ordinary course of providing services described in Section 1 of this Agreement. However, the parties agree that this Agreement does not prevent the use or disclosure of information that: (i) is required by law to be disclosed, but only to the extent that such disclosure is legally required, (ii) becomes a part of the public knowledge other than by a breach of this Agreement, or (iii) is rightfully received from a third party not obligated to hold such information confidential.
7. MISCELLANEOUS.
   7.1 Time is of the Essence. With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence.
   
   7.2 Assignment. 21stCenturyEd shall not assign, transfer, or subcontract any of its obligations hereunder without the prior consent of Customer and this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the successors and permitted assigns of Customer.

    

   7.3 Governing Law. This Agreement shall be governed, construed and enforced in accordance with the substantive laws of the State of Utah, excepting conflicts of laws, or choice of law provisions, and without regard to the rules of construction or interpretation relating to which party drafted this Agreement.

    

   7.4 Attorney Fees. In the event of litigation between the Parties in connection with this Agreement, the prevailing Party shall be entitled to collect reasonable attorney’s fees, litigation costs, and any applicable damages, from the other Party.

    

   7.5 Entire Agreement. This Agreement and any exhibits attached hereto and form a part hereof, set forth all of the covenants, promises, agreements, conditions for understandings, either written or oral, between the Parties as herein set forth and supersedes all prior representations, proposals, and communications, whether oral or in writing. No subsequent alteration, amendment, change or addition to this Agreement shall be binding on 21stCenturyEd or Customer unless reduced to writing and signed by both Parties.

    

   7.6 Remedies for Breach. The Parties recognize that irreparable injury may result if either Party breaches any provision of this Agreement. Accordingly, if either Party should engage, or cause any other person or entity to engage, in any act in violation of any provision hereof, the other Party shall be entitled, in addition to such other remedies, damages and relief as may be available to them under applicable law, to an injunction prohibiting any such act, or specifically enforcing the terms of this Agreement, as the case may be, and that the offending Party be fully responsible for legal fees incurred by the other Party related to the resolution of any breach issues.

    

   7.7 Modification and Waiver. This Agreement may not be modified or amended except by an instrument in writing and signed by the Parties hereto. The Parties may waive their respective rights, powers or privileges under this Agreement, provided, however, that such waiver shall be in writing and, provided further, that no failure or delay on the part of the Parties to exercise any of their respective rights, powers or privileges under this Agreement will operate as a waiver, thereof, nor will any single or partial exercise of any right, power, or privilege operate or be construed as a future waiver of such right, power, or privilege under this Agreement.

    

   7.8 Notice. Any notice required or provided for in this Agreement shall be in writing and delivered via: (i) hand delivery; (ii) certified mail, return receipt requested; (iii) overnight courier by a nationally recognized overnight delivery service (i.e., FedEx, UPS, etc.), (iv) electronic form by facsimile or secure email; or other mode agreed to by the Parties or accepted by their course of dealing. Such notices shall be deemed to have been given: (i) when received, if by hand delivery; (ii) on the third business day, after it is deposited in the United States mail, if by certified mail, return receipt requested; (iii) one business day after the date sent, if by overnight courier; or (iv) when sent, if by facsimile or email (subject to the confirmation of the facsimile or email service), as the case may be.

    

   If to 21stCenturyEd:
   Edifii US LLC dba 21stCenturyEd
   815 W 1250, Suite 202
   Orem, UT 84058

   If to Customer:
   The entity name and address as noted on the Quote or Order or Proposal, unless otherwise amended.

   7.9 Force Majeure. Customer agrees that 21stCenturyEd shall not be liable for any: (i) losses; (ii) damage, including inconsequential damages; (iii) detention; (iv) delay or failure to perform in whole or in part resulting from causes beyond the control of 21stCenturyEd including, but not limited to acts of God, acts or omissions of 21stCenturyEd, fires, strikes, insurrections, riots, embargoes, delays in transportation, inability to obtain supplies, or requirements or regulations of the United States government or any other civil or military authority. Delays or non-performance excused by this provision shall not excuse the payment of any amount due hereunder owed at the time of occurrence.

   7.10 Severability. The invalidity or unenforceability of any term of this Agreement shall not affect the validity and enforceability of this Agreement or any of its other terms; and this Agreement and such other terms shall be construed as though the invalid or enforceable term(s) were not included herein.

   7.11 Survivability. Notwithstanding the termination of any negotiations, discussions or an executed agreement between the Parties, all rights and liabilities herein given to, or imposed upon the respective Parties hereto, extend to and bind any and all of its affiliates that exist now or that may be organized and exist at any time during the term of this Agreement and, the respective heirs, executors, administrators, successors and assigns of said parties into perpetuity unless canceled by mutual written agreement of the Parties.

   7.12 Headings/Captions. The headings and captions contained in this Agreement are for convenience purposes only and are not determinative nor are they to be considered in construction of the terms and provisions herein.

   7.13 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument.