SERVICE AGREEMENT
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:

  1. 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 Services").
  2. Definitions
    1. 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.
    2. Wal-Mart Supplier.  Refers to a business independent from Wal-Mart that provides certain healthcare-related services in support of Wal-Mart.
    3. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. Customer Responsibilities. Customer agrees to assign one or more employees to be Customer's CADE System Administrator(s) and capable of:
    1. Registering their company (Wal-Mart Supplier) online, and setting-up payments to Learn.net as required;
    2. Activating and/or de-activating Named Users who wish to partake in certain trainings;
    3. 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.
  8. Support Services. Learn.net will provide Level-1 Help Desk support ("Help Desk") to Customer's Named Users and CADE System Administrator, as follows:
    1. Live telephone and email support between the hours of 8:00 AM ET and 8:00 PM ET, Monday through Friday except official Government holidays.
    2. Outside of the above days and hours, Learn.net will provide Level-1 support on a best-effort basis, any time.
  9. Pricing. Customer agrees to pay Learn.net the following all-inclusive fees for the Services in accordance with the payment terms contained herein:
    1. One-time Registration Fee of $150.00 per each local office of Customer that that has employees partaking in CADE trainings.
    2. Annual software license fee of $125.00 per active Named User.
  10. 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.
    1. 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.
    2. 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.
    3. Customer further agrees to reimburse Learn.net for any taxes, duties or fees, if any, that are levied on the Services by any government organization.
    4. 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.
  11. 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.
  12. 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.
  13. 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.


Agreed by:



Learn.net, Inc.

Johan Praats
President
Customer  
Signature:    
Name:    
Title:    
Effective Date:   Wednesday, August 5, 2020 
   
Administrative Contact:    
Administrative Telephone:   ()  
Billing Email:    




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