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Terms and Conditions (“Terms”) for Open Enrollment Online Programs (“Programs”) of Global Alumni Corp., and its affiliates (“Global Alumni”).

Client wishes to offer to one or more of its employees (“Employees”) access to certain Open Enrollment Online Programs with educational and training purposes (“Services”), delivered by Global Alumni in partnership with leading universities (“Universities”) on the terms and conditions set out or incorporated herein:

1. Fees

All payments made by Client shall be without deduction of taxes, fees or other charges. Invoices must be paid within 15 days from receipt uanless Parties agreed something different in writing. Client has 5 days from the receipt of the invoice to dispute it in good faith. After 5 days, the invoice will be deemed accepted. In case Client does not comply with the agreed payment conditions, full payment shall become immediately due and Employees shall not be allowed to access the Program until such payment is made. Certificates shall not be issued until payment in full is made. Client acknowledges and agrees that cancellation, or deferral of an enrollment (i) prior to the start of the Program will result in a penalty of US$150 per Employee, and (ii) from the day of Program’s commencement shall not entitle Client to refund and all amounts due must be paid within five (5) business days.

2. Representations and Warranties

Client represents, warrants and undertakes to Global Alumni as follows: (i) It has the authority and power to enter into the Terms; (ii) It will use commercially reasonable efforts to cooperate in connection with the Services;  (iii) It has the authorization from its Employees to disclose their personal information to Global Alumni for the purposes of the Services; (iv) It  has the authorization from its Employees to receive information from Global Alumni regarding their progress and results during their participation in the Programs and (v) It shall, and shall ensure that its employees, will, comply with all applicable laws in force regarding the Services, including the Anti-Bribery and Anti-Corruption.

3. Intellectual Property

4. Confidentiality

  1. Neither Party shall divulge or communicate to any person or use or exploit for any purpose Confidential Information (understood as all information, know-how and data of a confidential nature which the Parties have obtained under, or during the delivery of the Services, including but not limited to the Programs), and shall use its best efforts to prevent its and its affiliates, employees or agents from so acting. No Confidential Information shall be reproduced, copied, published, or disclosed to any third party, without the prior written consent of the disclosing Party.

5.Term and Termination

The Terms are effective for one year from the date the invoice is received and accepted by Client (the “Term”). Either Party may terminate this Agreement (i) at any time by providing the other Party no less than one (1) month’ prior written notice, (ii) with immediate effect by giving the other Party fifteen (15) days’ written notice if the other Party is in material breach of the Terms and does not remedy that breach after receiving such notice. Termination shall in no way impact current Employees participating in the Programs or Client’s obligation to pay for the Services.

6. Liability and Indemnity

IN NO EVENT SHALL ANY PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLIENT SHALL DEFEND AND INDEMIFY GLOBAL ALUMNI, ITS AFFILIATES AND PERSONNEL AGAINST ALL THIRD-PARTY CLAIMS REGARDING USE OF THE SERVICES OR THE NEGLIGENT USE OR DISCLOSURE OF INTELLECTUAL PROPERTY.

7. Governing Law & Jurisdiction

The construction, validity and performance of the Terms and all matters relating to its interpretation and effect, and obligations arising from or connected with it, shall be governed by the laws of the State of Delaware and the Parties submit to the exclusive jurisdiction of the Delaware courts.

8. Miscellaneous

  1. Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted or breached the Terms, for any failure or delay in fulfilling or performing any term obligation when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of such Party. Parties are independent contractors. Client may not assign this Terms. Any term or provision of the Terms may only be waived by a writing signed by the Party so waiving. The Parties agree that the Terms, the Terms of Service of the Global Alumni Website, the Student Academic Policies of its respective university partner, and the Global Alumni Website Privacy Policy as well as those of its respective university partner shall constitute the entire agreement between the Parties relating to the Services to the exclusion of any other terms and conditions of either Party. In case of contradiction between the Terms and the Academic Policies, the Terms will prevail. Any notices shall be sufficiently given if given in writing and couriered or e-mailed to the address included in the Program request form.