Service and License Agreement

THIS LICENSE AGREEMENT, including any Pricing Schedule, Purchase Order, Order Form or Invoice (“Pricing Schedule”) which by this reference is incorporated herein (this “Agreement”), governs the use of The Lonely Entrepreneur Learning Community™ (the “Community”) by your organization and your authorized users (“Users”). This is a binding agreement between TLE Enterprises LLC, a New Jersey limited liability company (“Company”) and the person or entity identified on the Pricing Schedule as the licensee of the Services (“Customer”).

1. Grant of License to Access and Use the Service. Company hereby grants to Customer, including to all Customer’s Authorized Users, a non-exclusive, non-sublicensable, non-assignable, royalty-free, and worldwide license to access and use the Service. “Service” shall mean the web-based, on-line, hosted software as a service Community including (i) the learning environment, tools and templates and vendor reviews available at lonelyentrepreneur.teachable.com, (ii) the online community available at https://thelonelyentrepreneur.mn.co and (iii) the online group video coaching delivered via the online community according to Company’s terms and policies detailed at lonelyentrepreneur.com. This License shall be in accordance with the terms of the Pricing Schedule, including, without limitation, the type and number of Authorized Users and the length of such license.
2. User Agreement. The use of the Service by your Authorized Users is subject to the terms and conditions of User Agreement available at https://lonelyentrepreneur.com/user-agreement/.
3. Other Services. The Company will provide the other services detailed in Pricing Schedule which is incorporated herein by reference. The license detailed in Paragraph 1 and the Other Services detailed in this Paragraph shall be the “Deliverable” as used herein.
4. Term. Unless otherwise stated in the Pricing Schedule, the term of this Agreement commences as of the Start Date and, unless terminated earlier pursuant any of the Agreement’s express provisions, will continue in effect until one year from such date (the “Term”).
5. Pricing and Payment.
   1. Pricing and Payment. The pricing and payment for the Deliverable shall be as reflected on Pricing Schedule which is incorporated herein by reference.
   2. Taxes. Payment amounts under this agreement do not include Taxes, and Customer shall pay all Taxes applicable to payments between the parties under this Agreement.
   3. Late Payments. Any amount not paid when due will bear interest from the due date until paid at a rate equal to 1% per month or the maximum allowed by law, whichever is less. Customer will reimburse Company for all reasonable costs incurred (including reasonable attorneys’ fees) in collecting past due amounts owed by Customer. If balances remain unpaid for fifteen (15) days, Customer acknowledges and agrees that Company may cease providing Services under this Agreement.
   4. Payment Obligation. All payment obligations will survive termination of this Agreement.
6. Support Services.Company will provide the following support services:
   1. Account Support. Company will provide Customer with an account representative who will be available to assist customer will all customer inquiries and issues related to the launch and provision of the Services. The nature and extent of the support provided to Customer may be described in more detail in the Pricing Schedule.
   2. Application Support. Company will provide the following support:
      1. Email support in order to help the Customer locate and correct problems with the Service.
      2. Bug fixes and code corrections to correct malfunctions in order to bring the Service into substantial conformity with the operating specifications.
      3. All extensions, enhancements and other changes that the Company makes or adds to the Service and which the Company offers, without charge, to all other users of the Service.
      4. Response in accordance with the following severity levels: Severity 1: The Production system /application is down, seriously impacted and there is no reasonable workaround currently. Upon confirmation of receipt, the Company will begin continuous work on the issue, and a customer resource must be available at any time to assist with problem determination. Once the issue is reproducible or once we have identified the Software defect, the Company support will provide reasonable effort for workaround or solution within 24 hours. Severity 2: The system or application is seriously affected. The issue is not critical and does not comply with the Severity 1 conditions. There is no workaround currently available or the workaround is cumbersome to use. The Company will work during normal business hours to provide reasonable effort for workaround or solution within 7 business days, once the issue is reproducible. Severity 3: The system or application is moderately affected. The issue is not critical and the system has not failed. The issue has been identified and does not hinder normal operation, or the situation may be temporarily circumvented using an available workaround. The Company will work during normal business hours to provide reasonable effort for workaround or solution within 10 business days, once the issue is reproducible. Severity 4: Non-critical issues. The Company will seek during normal business hours to provide a solution in future releases of the Service.
   3. Authorized User Support. Company will provide the support to Authorized Users via the Online Community to enable them to properly access the Service including assistance with User Names and Passwords and other issues related to access to the Service or general “how-to” questions.
7. Service Levels.
   1. Applicable Levels. Company shall provide the Service to Customer with a System Availability of at least 99% during each calendar month.
   2. System Maintenance. Company may take the Service offline for scheduled maintenances that it provides Customer the schedule for in writing (though this scheduled maintenance time will not count as System Availability), and change its schedule of maintenances on one month written notice to Customer.
   3. System Availability Definition. “System Availability” means the percentage of minutes in a month that the key components of the Service are operational. “System Availability” will not include any minutes of downtime resulting from scheduled maintenance, events of force majeure, malicious attacks on the system, issues associated with Customer’s computing devices, local area networks or internet service provider connections, or Company’s inability to deliver services because of Customer’s acts or omissions.
8. Termination
   1. Termination on Notice. Either party may terminate this agreement for any reason on thirty (30) days’ notice to the other party.
   2. Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if
      1. the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
      2. the failure, inaccuracy, or breach continues for a period of ten (10) Business Days’ after the injured party delivers notice to the breaching party reasonably detailing the breach.
   3. Termination for Failure to Pay. Company may terminate this agreement with immediate effect by delivering notice of the termination to Customer if Customer’s payment for the Service is more than 15 days past due.
   4. Effect of Termination
      1. Refund Amounts. Company shall immediately refund to Customer any prepaid Subscription Fees covering the remainder of the term of all subscriptions after the effective date of termination.
      2. Pay Outstanding Amounts. Customer shall immediately pay to Company all amounts outstanding as of the date of, and any amounts outstanding as a result of, termination.
      3. Discontinuance of Use. Customer shall cease all use of the Service upon the effective date of the termination.
      4. Recovery of Data. Customer will have 30 days from the date of termination to retrieve any of data that Customer wishes to keep.
   5. Data Protection and Statistical Information. Customer shall implement reasonable safeguards to prevent unauthorized access to, use of, or disclosure of the disclosing party’s data. Company may collect, use and process Customer data only according to Company’s Privacy Policy, available at https://lonelyentrepreneur.com/. Company may anonymously compile statistical information related to the performance of the Service for purposes of improving the Service, but only if such information does not identify the data as Customer’s or otherwise include Customer’s name.
   6. Representations
      1. Mutual Representations
         1. Existence. The parties are corporations incorporated and existing under the laws of the jurisdictions of their respective incorporation.
         2. Authority and Capacity. The parties have the authority and capacity to enter into this agreement.
         3. Execution and Delivery. The parties have duly executed and delivered this agreement.
         4. Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms.
         5. No Conflicts. Neither party is under any restriction or obligation that the party could reasonably expect might affect the party’s performance of its obligations under this agreement.
         6. No Breach. Neither party’s execution, delivery, or performance of its obligations under this agreement will breach or result in a default under its articles, bylaws, or any unanimous shareholders agreement, any law to which it is subject, any judgment, order, or decree of any governmental authority to which it is subject, or any agreement to which it is a party or by which it is bound.
         7. Permits, Consents, and Other AuthorizationEach party holds all permits and other authorizations necessary to own, lease, and operate its properties, and conduct its business as it is now carried on.
         8. No Disputes or Proceedings.  There are no legal proceedings pending, threatened, or foreseeable against either party, which would affect that party’s ability to complete its obligations under this agreement.
         9. No Bankruptcy. Neither party has taken or authorized any proceedings related to that party’s bankruptcy, insolvency, liquidation, dissolution, or winding up.
      2. Company’s Representations
         1. Ownership. Company is the exclusive legal owner of the Service, including all Intellectual Property included in the Service and granted under the Deliverable.
         2. Status of Licensed Intellectual Property.  Company has properly registered and maintained all Intellectual Property included in the Service and granted under the Deliverable and paid all applicable maintenance and renewal fees.
         3. No Conflicting Grant. Company has not granted and is not obligated to grant any license to a third party that would conflict with the Deliverable.
         4. No Infringement. The Service does not infringe the Intellectual Property rights or other proprietary rights of any third party. To Company’s Knowledge, no third party is infringing the Service.
      3. User Obligations
         1. Hardware Obligations. Customer shall be responsible for obtaining and maintaining all computer hardware, software, and communications equipment needed to internally access the Service, and paying all third-party access charges incurred while using the Service.
         2. Anti-Virus Obligations. Customer shall be responsible for implementing, maintaining, and updating all necessary and proper procedures and software for safeguarding against computer infection, viruses, worms, Trojan horses, and other code that manifest contaminating or destructive properties (collectively “Viruses”).
         3. Customer’s Use of Services. Customer shall abide by all local and international laws and regulations applicable to its use of the Service, use the Service only for legal purposes, and comply with all regulations, policies and procedures of networks connected to the Service.
      4. Restricted Uses. Customer will not
         1. upload or distribute of any files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Service,
         2. modify, disassemble, decompile or reverse engineer the Service,
         3. probe, scan, test the vulnerability of, or circumvent any security mechanisms used by, the sites, servers, or networks connected to the Service,
         4. take any action that imposes an unreasonably or disproportionately large load on the sites, servers, or networks connected to the Service,
         5. copy or reproduce the Service,
         6. access or use any other clients’ or their users’ data through the Service,
         7. maliciously reduce or impair the accessibility of the Service,
         8. use the service to post, promote, or transmit any unlawful, harassing, libelous, abusive, threatening, harmful, hateful, or otherwise objectionable material, or
         9. transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability.
      5. Confidentiality Obligations. Each party (the “Disclosing Party” for purposes of this Section) may disclose to the other party (the “Receiving Party” for purposes of this Section 3) certain non-public information relating to such party’s business, including, without limitation, technical, marketing, financial, personnel, planning, and other information that is marked confidential, or which the Receiving Party should reasonably know to be confidential given the nature of the information and the circumstance of disclosure (“Confidential Information”). The Receiving Party agrees that it will not disclose Disclosing Party’s Confidential Information except (i) to the employees, contractors, advisors, or agents of the Receiving Party to the extent that they need to know that Confidential Information for the purpose of performing such party’s obligations under this Agreement, and who are bound by confidentiality terms with respect to that Confidential Information no less restrictive than those contained in this Section; or (ii) as required to be disclosed by law, to the extent required to comply with that legal obligation, provided that the Receiving Party will promptly notify the Disclosing Party of such obligation, unless otherwise prohibited by such law or legal obligation. With respect to the Services subscribed to by Customer, the definition of Confidential Information set forth in the Agreement shall include the Services (including all underlying software and systems of Company used with the Services), subject to the exceptions set forth in the Agreement.  The terms of this Section shall survive the termination or expiration of this Agreement.
      6. Export Compliance
         1. No Representation. Company makes no representation that the Service is appropriate or available for use outside of the United States.
         2. Customer Status. Customer represents and that it is not located in, under the control of, or a national or resident of any country to which the United States has embargoed the import or export of goods, on the United States Treasury Department’s List of Specially Designated Nationals or United States Commerce Department’s Table of Deny Orders.
      7. Ownership of Intellectual Property. Company will retain all interest in and to the Services, including all documentation, modifications, improvements, upgrades, derivative words, and all other Intellectual Property rights in connection with the Service, including the trademarks The Lonely Entrepreneur®, 1 Million Entrepreneurs®, The Lonely Entrepreneur Learning Community™, the Company’s name, logos, and other trademarks reproduced through the Service. “Intellectual Property” means any and all of the following in any jurisdiction throughout the world: (a) trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing, (b) copyrights, including all applications and registrations related to the foregoing, (c) trade secrets and confidential know-how, (d) patents and patent applications, (e) websites and internet domain name registrations, and (f) other intellectual property and related proprietary rights, interests and protections (including all rights to sue and recover and retain damages, costs and attorneys’ fees for past, present, and future infringement, and any other rights relating to any of the foregoing).
      8. Indemnification
         1. Indemnification by Company.
            1. Indemnification for Infringement Claims. Company (as an indemnifying party) shall indemnify Customer (as an indemnified party) against all losses and expenses arising out of any proceeding
               1. brought by a third party, and
               2. arising out of a claim that the Services infringe the third party’s Intellectual Property rights.
            2. Qualifications for Indemnification. Company will be required to indemnify Customer under paragraph [INDEMNIFICATION FOR INFRINGEMENT CLAIMS] only if
               1. Customer’s use of the Services complies with this agreement and all documentation related to the Services,
               2. the infringement was not caused by Customer modifying or altering the Services or documentation related to the Services, unless Company consented to the modification or alteration in writing, and

• the infringement was not caused by Customer combining the Services with products not supplied by Company, unless Company consented to the combination in writing.

1. Mutual Indemnification. Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses arising out of any proceeding brought by either a third party or an indemnified party, and arising out of the indemnifying party’s willful misconduct or gross negligence.
2. Notice and Failure to Notify
   1. Notice Requirement. Before bringing a claim for indemnification, the indemnified party shall notify the indemnifying party of the indemnifiable proceeding, and deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.
   2. Failure to Notify. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party’s failure.
3. Exclusive Remedy. The parties’ right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section [INDEMNIFICATION].

16. Limitation on Liability. Neither party will be liable for breach-of-contract damages suffered by the other party that are remote or speculative, or that could not have reasonably been foreseen on entry into this agreement. Company’s liability under this agreement will not exceed the fees paid by Customer under this agreement during the 12 months preceding the date upon which the related claim arose.
17. Entire Agreement. The parties intend that this agreement, together with all attachments, schedules, exhibits, and other documents that both are referenced in this agreement and refer to this agreement, represent the final expression of the parties’ intent relating to the subject matter of this agreement, contain all the terms the parties agreed to relating to the subject matter, and replace all of the parties’ previous discussions, understandings, and agreements relating to the subject matter of this agreement.
18. Amendment. Company may amend the terms and conditions of this agreement at any time by reasonable notice, including without limitation by posting revised terms on its website at the URL https://lonelyentrepreneur.com.
19. Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the other party’s written consent.
20. The parties shall give all notices and communications between the parties in writing by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid, (iv) fax, or (v) electronic mail to the party’s address specified in this agreement, or to the address that a party has notified to be that party’s address for the purposes of this section. A notice given under this agreement will be effective on the other party’s receipt of it, or if mailed, the earlier of the other party’s receipt of it and the fifth business day after mailing it.
21. Governing Law. This agreement shall be governed, construed, and enforced in accordance with the laws of the State of New Jersey without regard to its conflict of laws rules.
22. Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
23. Waiver. Neither party’s failure or neglect to enforce any rights under this agreement will be deemed to be a waiver of that party’s rights. A waiver or extension is only effective if it is in writing and signed by the party granting it. A party’s failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that or any other of its rights.
24. No Course of Dealing. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.
25. Force Majeure. Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations.

AS WITNESS the hands of the Parties hereto or their duly authorized representatives the day and year first above written.

TLE ENTERPRISES LLC

BY:      
            Name: Michael G. Dermer
Title: President

Company

BY:      
            Name:
Title:

PRICING SCHEDULE