BETWEEN WAL-MART HEALTH SERVICES SUPPLIER AND LEARN.NET
FOR CADE TRAINING SOFTWARE AND SERVICES
This Agreement is made, as of Wednesday, August 5, 2020, the Effective
Date, between Learn.net, Inc. (Learn.net), a Georgia Corporation with its main
offices at 555 Sun Valley Drive, Suite M3, Roswell GA 30076 and ,
(Customer), with its main offices at ,
for the purpose of Customer purchasing CADE software and associated services
("the Services") from Learn.net.
The following terms and conditions apply to the Services to be provided:
Agreement for Services. This Agreement is for
services, including the use of CADE software, and associated Help Desk
Support Services to be provided by Learn.net as defined below ("the
CADE System or CADE Training ("CADE"). CADE is a suite of
proprietary software applications designed, created and owned by
Learn.net for the purpose of hosting and delivering online
training and providing certifications to Customer's Named Users
via electronic media. The software is provided by Learn.net
as a service ("SaaS") aka Cloud-based Software Services.
Wal-Mart Supplier. Refers to a business
independent from Wal-Mart that provides certain
healthcare-related services in support of Wal-Mart.
Named User. Refers to any person within the Wal-Mart
Supplier organization who has an active logon to the CADE
System. There is no limit to the number of Named Users that
Customer can activate.
Term . The initial term of this Agreement is for 12
months from the Effective Date of this Agreement, and will automatically
renew for unlimited successive twelve (12) month Terms unless terminated
by either party as defined below.
Termination Provision. After the Initial Term, either Customer
or Learn.net can terminate this Agreement without cause by providing
written notice to the other party.
Grant of License. Customer is hereby granted a license to access
and use the Services for Named Users during the term of this Agreement
as provided herein.
Purpose. Customer shall use the license for Services granted
herein only for the purpose of participating in training and
certification activities of Named Users as suggested by Wal-Mart.
Customer Responsibilities. Customer agrees to assign one or more
employees to be Customer's CADE System Administrator(s) and capable of:
Registering their company (Wal-Mart Supplier) online, and
setting-up payments to Learn.net as required;
Activating and/or de-activating Named Users who wish to partake in certain
Providing basic logon instructions to the CADE system for all of
their Named Users, and to be the first point of
contact for support of those Named Users.
Support Services. Learn.net will provide Level-1 Help Desk
support ("Help Desk") to Customer's Named Users and CADE System
Administrator, as follows:
Live telephone and email support between the hours of 8:00 AM ET
and 8:00 PM ET, Monday through Friday except official Government
Outside of the above days and hours, Learn.net will provide
Level-1 support on a best-effort basis, any time.
Pricing. Customer agrees to pay Learn.net the following
all-inclusive fees for the Services in accordance with the payment terms
One-time Registration Fee of $150.00 per each local office
of Customer that that has employees partaking in CADE trainings.
Annual software license fee of $125.00 per active Named
Payment Terms. All payments, after the initial registration, will
be calculated electronically by Learn.net for payment by Customer upon
receipt, as described below. Payment can be submitted by Customer
electronically via PayPal or by credit card.
The one-time Registration fee and any initial Named Users added
by Customer must be paid at the time of registration by
PayPal or by credit card to complete the registration process.
Additional Named Users must be paid by PayPal or credit
card whenever Customer's CADE System Administrator
activates or renews Named User(s) for Customer's CADE System
services. Each Named User license will expire 12 months after
activation and must be renewed by Customer's CADE System
Administrator in order to maintain access to the Services for
that Named User.
Customer further agrees to reimburse Learn.net for any taxes,
duties or fees, if any, that are levied on the Services by any
Failure to make payments as required may give cause to
termination of CADE Training services to Customer and is subject
to notification of such termination to Wal-Mart. All services so
terminated shall be subject to Customer's payment of a renewal
registration fee as described above to reinstate services for
Customer's Named Users.
Ownership Rights. Learn.net or its successors and assigns
shall retain ownership and all rights to the CADE software and all
associated technology used to provide the Services. Wal-Mart or its
designee shall retain ownership to all training content it makes
available for Customer's benefit.
Warranties. Learn.net makes no warranties whatsoever regarding
the usability, performance, accuracy or fit-for-purpose of the CADE
software or the content it may provide as part of the Services.
Confidentiality. Both parties agree to keep confidential certain
information pertaining to the Services provided, including Named User
information obtained by Learn.net, and all pricing and other information
obtained by Customer, EXCEPT AS FOLLOWS: WAL-MART STORES, INC. HAS THE
RIGHT TO REVIEW NAMED USER INFORMATION FOR THE PURPOSE OF
VERIFYING COMPLIANCE WITH INDUSTRY-REQUIRED TRAINING PROGRAMS AND
CERTIFICATIONS, AT ANY TIME.
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