Master Letter of Election

Version .100801

Services:
The parties may enter into one or more "Service Type Election" (STE) to this Master Letter of Election (MLE), with each STE referencing this MLE, signed by authorized representatives of the parties, identifying the services to be provided by Canopy Group, Inc. to Client, the fees to be provided by Client to Canopy Group, Inc., and other terms and conditions applicable to the services of that STE. As used herein, the term "Services" refers collectively to all services identified in all Service Type Elections, and may include standard services provided by Canopy Group, Inc. to its customers, or technical, supplemental, or professional services specific to Client. As used herein, the term "Third Party Products" means third party hardware and or software identified on an STE as being provided by Canopy Group, Inc. to Client. As used herein, the term "Fees" refers to all fees identified in this MLE and in all STEs, and may include recurring fees, one‐time fees, fees for Third Party Products or services, reimbursable expenses, and costs.
inBizCafe Service Agreement:

inBizCafe currently provides users with online small business courses (the "Service"). Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including any new inBizCafe services, will be subject to the MLE.  When executed, this section applies to a Service Type Election for an inBizCafe agreement. The undersigned agrees to be bound by the Acceptable Use Policy (http://www.canopygroupinc.com/aup/).


Modification To Or Discontinuation of Service:
Canopy Group, Inc. reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with 60-days written notice. You agree that Canopy Group, Inc. shall not be liable to You or to any third party for any modification, suspension or discontinuance of the Service.

Trademark Information:

"inBizCafe" service mark and other Canopy Group, Inc. trademarks, service marks, logos and product and service names are trademarks of Canopy Group, Inc. (the "inBizCafe").


Third Party Products:
All Third Party Products are provided on an AS IS basis, without warranty from Canopy Group, Inc. of any kind, express or implied. Client agrees to abide by the applicable third party licensing agreements. For Client's convenience, Canopy Group, Inc. may make copies of any third party license agreements available on its website.

Reseller Agreement:
In the event that, as a client of Canopy Group, Inc., you re-sell any services to a third party, in addition to the terms and conditions outlined in the specific Service Type Election, you also agree to the following:

Canopy Group, Inc. will not provide services for any organization, other than the company with whom the original Canopy Group, Inc. Master Letter of Election is signed. A violation of this agreement will, at Canopy Group, Inc.’s discretion, subject the client to immediate termination of all services. Furthermore, the balance of the amount due on the original Service Type Election will be due in full at the time of termination due to violation of this agreement.
Indemnity:
You agree to defend, indemnify and hold Canopy Group, Inc harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys' fees) arising from your violation of the MLE, state or federal laws or regulations, or any third party's rights, including but not limited to infringement of any copyright, violation of any proprietary right and invasion of any privacy rights. This obligation will survive the termination of Service.

Service Warranties:
Other than the service type and class of service level commitment agreed upon in a Service Type Election agreement or this document, the service is provided on an “as is” basis without warranties of any kind, either express or implied, including but not limited to warranties of title, non-infringement or implied warranties of merchantability or fitness for a particular purpose. No advice or information given by Canopy Group, Inc., its affiliates or its contractors or their respective employees shall create a warranty. Neither Canopy Group, Inc. nor its affiliates warrants that the service will be uninterrupted or error free or that any information, software or other material accessible on the service is free of viruses, worms, Trojan horses or other harmful components.

Under no circumstances shall Canopy Group, Inc., its affiliates or its contractors or suppliers be liable for any direct, indirect, incidental, special, punitive or consequential damages that result in any way from Clients use of or inability to use the service or to access the Internet or any part thereof, or Client reliance on or use of information, services or merchandise provided on or through the service, or that result from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission, or any failure of performance or of backups, including interruption of or damage to Clients computer, network or any related equipment, including outage conditions and/or downtime that may result from work performed by Canopy Group, Inc. 
  1. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CANOPY GROUP INC. EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
  2. CANOPY GROUP INC. MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, OR (ii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.
  3. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CANOPY GROUP INC> OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE MLE.
  4. NO ACCOUNTING, FINANCIAL, LEGAL OR TAX ADVICE OR COUNSEL IS GIVEN, OR SHALL BE DEEMED TO HAVE BEEN GIVEN, BY THE SERVICE.

Fees and Billing:
Bills are due and payable within thirty (30) days of the billing date. Invoices become overdue the day after the due date. Overdue bills may be assessed a late charge of  1.5% per month. Failure to pay your balance in full by the specified due date may result in interruption of service. If your service is interrupted for this reason, Canopy Group, Inc. requires that all past due charges, and possible reconnect fees, and your first month’s service be paid in advance before restoration of service will occur. If your balance remains unpaid after a final balance due notification is sent to your billing address, your account will be transferred to an attorney or collection agency. In such case, you will be responsible for all collection fees and/or attorney fees in addition to your delinquent account balance. Any fee assessed by city, county, state or federal regulation or by any authority having such powers as to impose a fee or fee structure on the Service or use of the Service may be passed along to the end user. At Canopy Group, Inc.’s sole discretion, these fees may also have reasonable administrative charges attached.

Send your payment by check to:
Payable to: CEDC
Attn: Billing Department

4920 N Warren Drive

Columbus, IN 47203


Premature Termination of Contract:
If for any reason the Client is unable to complete the term length of this MLE or any STE, the balance of the contract fees remain due and owing. If the contract is terminated prior to expiration, the remaining contract fees will be billed and considered due and payable in full at the time of termination. If collection efforts are required, Client will also be responsible for interest, collection and/or attorney fees, whichever apply.  Except as otherwise provided for in the applicable STE, fees may include any applicable pro‐rated amounts for incomplete months of Service provision. Client also shall pay to Canopy Group, Inc. all expenses incurred by Canopy Group, Inc. in exercising any of its rights under this Agreement or applicable law.  Client shall also pay all taxes (including without limitation sales, use, property, excise, value added, and gross receipts) levied on this Agreement, except taxes based on Canopy Group, Inc.’s income. Client may provide a tax exemption number or affidavit of exemption, but Client agrees to indemnify and hold Canopy Group, Inc. harmless for taxes, penalties and interest arising from claimed exemptions which are disallowed. Canopy Group, Inc. may charge interest on any invoice amounts that are overdue at the lesser of (a) 1.5% per month or (b) the maximum rate permitted under applicable law.

Intellectual Property Rights and Confidentiality:
Each party to this Agreement retains exclusive ownership and rights to its trade secrets, inventions, copyrights, and other intellectual property, and nothing herein grants any right or license therein to the other party. Upon termination of the Agreement, Client agrees to promptly release any Internet protocol numbers, addresses, or address blocks assigned to Client in connection with the Canopy Group, Inc. Services. Each party agrees to keep confidential all information concerning the other party’s business or its ideas, products, customers or services that could be considered to be “Confidential Information.” “Confidential Information” includes any information belonging to, or in the possession or control of, a party that is marked confidential or proprietary when disclosed to the other party, or, if orally disclosed, is documented in writing to the other party within ten (10) days of the date of disclosure identifying the disclosure as confidential.  Confidential Information does not include any information in the public domain by means other than a breach of this provision by the receiving party, information independently developed by the receiving party, or if required by a court or governmental body to be disclosed; provided, however, that as to the latter, the owner of the Confidential Information is given notice of the requirement of such disclosure in a timely manner to permit the owner to challenge and/or restrict such disclosure.

Contract Terms:
This Master Letter of Election together with any Service Type Election agreements executed contemporaneously or subsequently is a binding contract. Upon the date of signature, client agrees to be bound by the terms of this agreement. Charges for services contained on any Service Type Election agreements executed with this agreement or at a later date begin once Canopy Group, Inc.’s preparations for the service(s) are complete, or as nearly complete as possible if client circumstances prevent completion of the project. The term length of the Service Type Election agreement(s) (months) indicated on those agreement(s) begins once billing for services begins. Canopy Group, Inc. preparation and implementation time prior to billing onset is not considered part of the length of these agreement(s). At the conclusion of the term, these Service Type Election agreement(s) and this Master Letter of Election will automatically renew for an equivalent term unless either party provides written notification to the other party not less than 30 days prior to the expiration of the term.

Disclaimer; Limitations of Liability:
EXCEPT AS EXPRESSLY STATED HEREIN, Canopy Group, Inc. MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATIONS, REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, TITLE, NON‐INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. Canopy Group, Inc. MAKES NO REPRESENTATIONS OR WARRANTIES (INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS AND WARRANTIES OF MERCHANTABILITY, TITLE, NON‐INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE), AND SHALL HAVE NO LIABILITY UNDER ANY THEORY OF LAW, FOR ANY THIRD PARTY PRODUCTS OR SERVICES PROVIDED HEREUNDER. IN NO EVENT SHALL Canopy Group, Inc. BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS OR LOST DATA, REGARDLESS OF THE THEORY OF LAW AND EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM. IN NO EVENT SHALL Canopy Group, Inc.'S LIABILITY HEREUNDER, REGARDLESS OF THE THEORY OF LAW, EXCEED THE AMOUNT DUE Canopy Group, Inc. UNDER THE APPLICABLE STATEMENT OF WORK IN THE THREE (3) MONTHS PRECEDING SUCH CLAIM, IF ANY.

Non-Solicitation of Employees:
It is expressly agreed and understood by the Client that Client shall not solicit personnel of Canopy Group, Inc. for the purpose of inducing them to join Client’s employ during the course of this Agreement or for a period of one year after the termination of this Agreement nor shall Client employ any employee of Canopy Group, Inc. during the course of this Agreement or for a period of one year after the termination of this Agreement or for one year after such Canopy Group, Inc. employee leaves Canopy Group, Inc.

Independent Parties:
This Agreement is by and between independent parties. Nothing herein shall be construed or interpreted to give rise to an agency, partnership, franchise, employment, or joint venture.

Force Majeure:
Neither party shall be liable in damages or have the right to terminate this MLE or any STE for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to, weather and other Acts of God, government restrictions, acts of terrorism, wars, insurrections and/or any other cause beyond the control of the party whose performance is affected, however, if the duration of the delay caused by such an event shall exceed forty‐five (45) days, the party who was to benefit from the performance of such act shall have the right to terminate the Agreement by giving written notice, according to this Agreement.

Assignment:
The Client may not assign or otherwise transfer this Agreement or its rights or obligations hereunder, in whole or in part, without the prior written consent of Canopy Group, Inc. This Agreement shall be binding upon and accrue to the benefit of any permitted assignee or successor, and any such assignee or successor shall agree to perform the obligations of the assignor.

General Provisions

The MLE constitute the entire agreement between You and Canopy Group, Inc. and govern your use of the Service, superceding any prior agreements between You and Canopy Group, Inc with respect to the subject matter contained in the MLE. The MLE may only be modified or amended as set forth in a writing signed by Canopy Group, Inc and You. The MLE and the relationship between You and Canopy Group, Inc shall be governed by the laws of the State of Indiana without regard to its conflict of law provisions. You and Canopy Group, Inc agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Bartholomew County Indiana. The failure of Canopy Group, Inc to exercise or enforce any right or provision of the MLE shall not constitute a waiver of such right or provision. If any provision of the MLE is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the MLE remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the MLE must be filed within one (1) year after such claim or cause of action arose or be forever barred. The Section titles in the MLE are for convenience only and have no legal or contractual effect.


Notices:
Any notice either party desires to give the other party hereunder shall be in writing and shall be delivered to the parties at their addresses set forth herein unless such addresses are changed by written notice. Notices shall be effective upon delivery (a) in person, (b) by certified mail, postage prepaid, return receipt requested, by the receiving party, (c) by a recognized commercial overnight courier that guarantees next day delivery and provides a receipt, or (d) upon confirmed successful transmission if sent by facsimile or e-mail to the recipient's then‐current facsimile number or e-mail address.

Miscellaneous:
In the event that any portion of this Agreement is held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties and the remainder of the provisions shall remain in full force and effect. Canopy Group, Inc.’s failure to insist upon or enforce strict performance of any provision of this agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between parties nor trade practice shall act to modify any provision of this agreement. This agreement shall be governed by and construed in accordance with the laws of the State of Indiana, without regard to its conflicts of law provisions. Any cause of action Client may have with respect to the Service must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. This document, together with any contemporaneously or subsequently executed Service Type Election agreement(s), constitutes the entire agreement between Client and Canopy Group, Inc. with respect to the service. Thank you for your trust and confidence in Canopy Group, Inc.
Version .100801