Terms of Service for Employers

Date of Last Revision: August 2, 2025 

Acceptance of These Terms of Service

BY ACCEPTING THESE TERMS OF SERVICE FOR EMPLOYERS (INCLUDING ALL ORDERS (AS DEFINED BELOW), THIS “AGREEMENT”), EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERM “CUSTOMER” WILL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. FOR CLARITY, USE OF THE JOB BOARD (AS DEFINED BELOW) BY JOB SEEKERS (AS DEFINED BELOW) WILL BE GOVERNED BY THE SEPARATE TERMS OF USE FOR END USERS ENTERED INTO BETWEEN US AND SUCH JOB SEEKERS. IF YOU ARE A JOB SEEKER, THIS AGREEMENT DOES NOT APPLY TO YOU.

Customer and TrueLearn, LLC (“TrueLearn”) hereby agree as follows:

1. Access and Use of the Service.

1.1 Service Description; Scope. This Agreement will apply to Customer’s (a) purchase of job posting space (each, a “Job Posting”), whether on a one-off or subscription basis, on the service made available through www.apexanesthesia.com/jobs, which is designed to be a talent marketplace platform (the “Job Board”), (b) access and use of the Job Board, through which Customer may upload Customer Ad Content (as defined below), view certain insights and analytics related to interactions with the Customer Ad Content as displayed on the Job Board and communicate with Job Seekers (as defined below) and (c) related services (“Services”) ordered by Customer under a quotation or other ordering document issued by TrueLearn (including any online order) specifying the Services to be provided hereunder (“Order”). This Agreement represent the parties’ entire understanding regarding the Services and will control over any different or additional terms of any purchase order or other non-TrueLearn ordering document, and no terms included in any such purchase order or other non-TrueLearn ordering document will apply to the Services. In the event of a conflict between these Terms of Service and an Order, the terms of the Order will control. All capitalized terms not defined herein will have the meanings attributed in the Order.

1.2 Access Grant. Subject to the terms and conditions of this Agreement, TrueLearn will post and publish, or enable the Customer to post and publish, the Customer Ad Content on the Job Board in accordance with the Job Posting(s) purchased by Customer pursuant to TrueLearn’s self-service website or the Order, if applicable. Subject to the terms and conditions of this Agreement, TrueLearn hereby grants Customer the limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Job Board during the Term (as defined below), solely for Customer’s internal business purposes. TrueLearn will register Customer with username(s) and password(s) pursuant to which Customer may access the Job Board. Customer will be responsible for any actions taken by parties with access to such usernames and passwords (each, a “User”), and Customer agrees not to disclose such usernames and passwords to any third parties (other than employees of Customer). Customer will inform TrueLearn immediately if it discovers that any such username and/or password has been disclosed or made available to a third party. Customer may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than Customer without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene. Any and all access or use of the Services by any employee of Customer is subject to the terms of this Agreement, the Order, and Privacy Policy is made available at https://truelearn.com/privacy/ (the “Privacy Policy”). 

1.3 General Practices Regarding Use and Storage. Customer acknowledges that TrueLearn may establish general practices and limits concerning use of the Service, including the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on TrueLearn’s or its third-party service providers’ servers on Customer’s behalf. Customer agrees that TrueLearn has no responsibility or liability for the deletion or failure to store any data or other content maintained by or uploaded to the Service, whether by Customer, any User or otherwise. Customer acknowledges that TrueLearn reserves the right to terminate accounts that are inactive for an extended period of time. Customer further acknowledges that TrueLearn reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

1.4 Professional Services; Implementation. TrueLearn will use commercially reasonable efforts to provide Customer with any professional services described in an Order (“Professional Services”), and Customer will pay TrueLearn the fees set forth in such Order in accordance with the terms therein. Customer hereby grants TrueLearn the nonexclusive right and license to use and display the Customer’s name, logo and similar indicia (“Customer Marks”) (a) to the extent any Services or Professional Services involve the incorporation of Customer Marks in furtherance of this Agreement, including without limitation with respect to Customer Ad Content, and (b) on its website and marketing collateral identifying Customer as a customer of TrueLearn. TrueLearn obtains no rights in the Customer Marks except for the limited right described in the preceding sentence, and Customer retains all right, title and interest in the Customer Marks. All use of the Customer Marks by TrueLearn will inure to Customer.

2. Conditions of Access and Use.

2.1 Limited Use; Competitors. Unless otherwise expressly authorized herein or in the Service, Customer agrees not to, directly or indirectly, in whole or in part, display, distribute, license, perform, publish, reproduce, duplicate, copy, frame, scrape, create derivative works from, modify, sell, resell, exploit, transfer, or upload any portion of the Service, including any data, content, or features contained in the Service (collectively, “Service Content”), use of the Service, or access to the Service. In addition, Customer will not, directly or indirectly: (a) use the Services to send unsolicited or unwanted email or otherwise violate applicable law, including without limitation sending email in violation of the CAN-SPAM Act or other anti-spam laws; (b) use or access the Services to build or support, and/or assist a third party in building or supporting, products or services competitive to TrueLearn; (c) remove any proprietary notices or labels from the Services or Software; or (d) obtain or attempt to access or otherwise obtain any data, content or information through any means not intentionally made available or provided for through the Service. No employee, independent contractor, agent, or affiliate of any company in the business of providing a job matching and hiring platform or related services is permitted to view, access, or use any portion of the Service without express written permission from TrueLearn. Customer represents, warrants and covenants that it is not and no User is or will be a competitor of TrueLearn or any of its affiliates, or acting on behalf of a competitor of TrueLearn in using or accessing the Service. Except as expressly set forth on an Order, the Service is only for Customer’s internal business purposes. Customer understands and agrees that it may not upload any Customer Ad Content that (i) directly or indirectly discriminates against Job Seekers (as defined below) or is otherwise offensive, defamatory or mean-spirited, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups, (ii) impersonates any person or entity, including TrueLearn and its employees or representatives, or (iii) otherwise violates applicable law. 

2.2 Customer Obligations. Customer understands and agrees that it is solely responsible for ensuring that the Customer Ad Content is job-related and is in compliance with applicable law. Customer is responsible for its use of the Job Board and any tools offered therein, including decisions regarding any job description, the requirements for a job, compliance with any applicable Company published policies then in effect and applicable laws, including relevant federal, state, and local laws related to Job Postings, pay transparency and pay equity, and whom Customer interviews or hires. Customer is also responsible for ensuring that all job listing requirements and criteria are job-related, that Customer does not pose “disability-related inquiries” or medical inquiries in violation of the law, and that Customer does not screen out people with disabilities or members of any protected category under the law. Customer is responsible for offering alternative methods of screening, if so required by the Americans with Disabilities Act or any similar law. TrueLearn assumes no responsibility and disclaims all liability for the Customer Ad Content or any actions Customer takes based on any information provided by TrueLearn or via the Service. TrueLearn may limit Customer’s ability to post a job, or the visibility of such job, if it does not appear to indicate a salary above minimum wage, does not comply with wage transparency or pay equity laws, or does not comply with other applicable law; however TrueLearn is not responsible for, and you are solely responsible for, compliance with all applicable law, including minimum wage requirements, wage transparency and pay equity laws, local language and other legal requirements. 

2.3 Suspension. TrueLearn may immediately suspend Customer’s and all Users’ passwords, accounts and access to the Services (including without limitation removal of any and all Job Postings and Customer Ad Content) if (a) Customer fails to make payment due within thirty days after TrueLearn has provided Customer with notice of such failure; or (b) Customer violates Sections 1.2, 2.1, 4 or 9. Any suspension by TrueLearn of the Services under the preceding sentence will not relieve Customer of its payment obligations under this Agreement. Customer agrees that TrueLearn may reject or remove any Customer Ad Content for any reason or no reason. 

2.4 Notices. Customer agrees that TrueLearn may send notices to individuals searching for employment openings or services or information related to their job search (“Job Seekers”) informing them that an employer’s account has been compromised, including if such account is associated with Customer. TrueLearn cannot and does not guarantee that such notices will always be sent or received, and you therefore agree that TrueLearn bears no responsibility for doing so. TrueLearn makes no warranty regarding, and disclaims any liability for, the accuracy, completeness, timeliness, or reliability of such notices.

3. Fees and Payments. Customer will pay all fees set forth in an Order in accordance with the payment terms set forth therein. All fees are non-cancelable and nonrefundable. All amounts invoiced hereunder are due and payable within thirty (30) days after invoicing unless specified otherwise in the Order. Customer will pay all fees in U.S. Dollars or in such other currency as agreed to in writing by the parties. Customer will be responsible for all taxes associated with the Services, other than taxes based on TrueLearn’s net income. In the event of non-payment of any amounts due, TrueLearn will be entitled to recoup all of its costs of collection allowed by law, including without limitation attorneys’ fees and court costs, and interest at the rate of 18% per annum or the maximum allowed by law. If Customer disputes any charges, Customer must let TrueLearn know within sixty (60) days after the date that TrueLearn charges Customer, or within such longer period of time as may be required under applicable law. 

4. Service Content; Software; Intellectual Property Rights; Data.

4.1 Ownership; Restrictions. The technology and software underlying the Service or distributed in connection therewith or developed in connection with any Professional Services or support (including any mobile apps, the “Software”) and the Service Content, and all intellectual property rights related to any of the foregoing, are the property of TrueLearn, its affiliates, and its licensors. Customer agrees not to and not to attempt to (a) reproduce, display, download, modify, create derivative works of or distribute the Software or the Service Content, or any component thereof, (b) copy, modify, create a derivative work of, reverse engineer, reverse assemble, decompile, disassemble or access or discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software or the Service Content, or any component thereof, (c) use the Software or the Service Content, or any component thereof, for timesharing or in the operation of a service bureau to support or process any content, data, or information of any party other than Customer or permit any party, other than the then-currently authorized Users to independently access the Software and the Service Content, (d) use the Software or the Service Content, or any component thereof, in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third-party, or that violates any applicable law; or (e) use the Software or the Service Content, or any component thereof, to store or transmit any code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, malware, time bombs, Trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of a third person. Any rights not expressly granted herein are reserved by TrueLearn and any use thereof other than as specifically authorized herein is strictly prohibited. Customer may provide to TrueLearn suggestions, comments for improvements, enhancements or functionality or other feedback received from its Users, employees, consultants, affiliates or agents regarding the Services (“Feedback”). All Feedback is the exclusive property of TrueLearn. Customer hereby assigns to TrueLearn, at no cost to TrueLearn, all Feedback, and all related intellectual property rights. 

4.2 Special Notice for International Use; Export Controls. TrueLearn is headquartered in the United States. If Customer or any User accesses or uses the Service from outside of the United States, Customer and such Users do so at their own risk. Whether inside or outside of the United States, Customer is solely responsible for ensuring compliance with the laws of its specific jurisdiction. Software available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading, accessing or using the Software or Services is at Customer’s sole risk. In addition, information that TrueLearn publishes in connection with the Services may contain references or cross references to products, programs and services that are not announced or available in Customer’s country. Such references do not imply that TrueLearn intends to announce such products, programs or services in Customer’s country. Consult TrueLearn for information regarding the products, programs and services which may be available to Customer.

4.3 Trademarks. TRUELEARN, PICMONIC, APEX, SMARTBANK, MEDALITY, COMQUEST and TrueLearn’s other name and logos are trademarks and service marks of TrueLearn (collectively the “TrueLearn Trademarks”). Other TrueLearn, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to TrueLearn. Nothing in this Agreement or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of TrueLearn Trademarks displayed on the Service, without TrueLearn’s prior written permission in each instance. All goodwill generated from the use of TrueLearn Trademarks will inure to TrueLearn’s exclusive benefit.

4.4 Third-Party Material. Under no circumstances will TrueLearn be liable in any way for any content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. Customer acknowledges that TrueLearn does not pre-screen content, but that TrueLearn and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, TrueLearn and its designees will have the right to remove any content that violates this Agreement or is deemed by TrueLearn, in its sole discretion, to be otherwise objectionable. Customer agrees that Customer must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content. 

4.5 Customer Ad Content; Reports and Analytics. 

(a) Customer owns the advertising content, documents and other information provided by Customer, whether submitted, transmitted or uploaded by Customer via the Job Board or otherwise ("Customer Ad Content"). TrueLearn has no ownership rights in or to Customer Ad Content. Customer hereby grants TrueLearn and its affiliated companies, successors, and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use the Customer Ad Content (i) in connection with the operation of the Service, (ii) to develop and improve the Service and (iii) as otherwise set forth in the Privacy Policy. Without limiting the foregoing, Customer acknowledges and agrees the Customer Ad Content is not Confidential Information (as defined below), and the foregoing license permits TrueLearn and its vendors to display and distribute the Customer Ad Content on the Job Board. Customer assumes all risk associated with the Customer Ad Content and the transmission of the Customer Ad Content, and Customer has sole responsibility for the accuracy, quality, legality and appropriateness of the Customer Ad Content. Customer represents and warrants that it (A) owns the Customer Ad Content, (B) has all rights necessary to submit or otherwise deliver the Customer Ad Content to TrueLearn, (C) the posting of the Customer Ad Content on or through the Job Board does not violate the privacy rights, publicity rights, contract rights or any other proprietary rights, including intellectual property rights of any person, and (D) to otherwise have such Customer Ad Content used or shared as set forth in these Terms of Service. 

(b) Customer will receive such reports and other analytics as provided by TrueLearn in the ordinary course in connection with the Services or as otherwise provided in the Order. Except for such reports and other analytics and Customer Ad Content that is submitted or delivered to TrueLearn by Customer, neither Customer nor any User will have any right to any data or other information collected by TrueLearn during the course of performing the Services, all of which will remain the property of TrueLearn, with TrueLearn having full rights to such data and to use such data in any way, including the full right to analyze and assess it, alone or together with other data; provided that in no event will TrueLearn disclose to any party other than to Customer or to TrueLearn’s employees and independent contractors as required to provide the Services any information or analysis that with specificity is identified as belonging or relating to Customer or Customer’s Users. Any analytics, reports or other information provided to Customer by TrueLearn or its affiliates through the Services or otherwise will be used for Customer’s internal purposes only and will not be redistributed or resold or reused for any purpose without TrueLearn’s prior written permission.

5. Term and Termination.

5.1 Term. The initial term of this Agreement will commence as of the date set forth in the Order and, unless earlier terminated as set forth below, will remain in effect for the period set forth in such Order. Thereafter, the term of this Agreement will automatically renew for successive periods of one (1) year each (collectively, the initial term along with any renewal periods and any other term or period identified on the Order, the “Term”); provided, however, that either party may terminate this Agreement as of the end of the initial term or any renewal term upon sixty (60) days’ notice prior to the end of the then relevant term. The terms and conditions, including pricing, during any renewal term will be the same as that during the immediately prior term unless set forth otherwise in an Order or if TrueLearn has given Customer written notice at least seventy-five (75) days prior to the end of such prior term, in which case the revised terms and conditions will be effective upon renewal. Notwithstanding the foregoing, pricing and the duration of each renewal period and such notice periods may be modified under the Order.

5.2 Termination. In the event of a material breach by either party, the non-breaching party will have the right to terminate the applicable Order for cause if such breach has not been cured within 30 days of written notice from the non-breaching party specifying the breach in detail. If TrueLearn terminates an Order for Customer’s material breach, all fees set forth on such Order are immediately due and payable.

5.3 Effects of Termination; Survival. Upon any termination or expiration of an Order, Customer’s and its Users’ right to access and use the Services covered by that Order will terminate. All sections of this Agreement which by their nature should survive termination will survive, including without limitation, accrued rights to payment, use restrictions, confidentiality obligations, warranty disclaimers and limitations of liability.

6. Indemnification; Insurance. Customer will defend at its expense any claim, suit, action or proceeding (each, a “Claim”) brought against TrueLearn or its affiliates, or its or their respective officers, employees, directors, service providers, licensors or agents (collectively, the “TrueLearn Parties”) by a third party or governmental entity arising from (a) Customer’s or any User’s use of the Services, (b) the Customer Ad Content, including but not limited to TrueLearn’s use of the Customer Ad Content in accordance with this Agreement; (c) Customer’s breach of this Agreement, and (d) violation of any applicable laws or regulations, including but not limited to the Fair Credit Reporting Act, any applicable employment, equality, pay transparency or pay equity, or discrimination laws, and any applicable data protection or privacy laws, and Customer will indemnify and hold harmless TrueLearn from and against all costs (including reasonable attorneys’ fees) and damages incurred by TrueLearn in any such Claim; provided, that TrueLearn (i) promptly gives written notice of the Claim to Customer; (ii) gives Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle any Claim without TrueLearn’s prior written consent unless it unconditionally releases TrueLearn of all liability); and (iii) provides to Customer, at Customer’s cost, all reasonable assistance. Customer agrees to maintain appropriate insurance to cover its risks under this Agreement with coverage amounts commensurate with levels in the market and approved by TrueLearn in its sole discretion in advance of commencement of Services. The parties will review the insurance requirements at least yearly and make updates to such insurance requirements commensurate with levels in the market and as approved by TrueLearn. Customer will provide to TrueLearn a Certificate of Insurance and will take any and all necessary action to name TrueLearn as an additional insured on Customer’s general liability and property policy. Customer will deliver to TrueLearn documentation that reflects TrueLearn named as an additional insured within five (5) business days of request.

7. Representations; Disclaimer of Warranties.

7.1 Mutual Warranties. Each party represents and warrants to the other party that it has the power and authority to enter into this Agreement. In addition, Customer represents, warrants and covenants that (a) it has all rights necessary to permit TrueLearn to use the Customer Ad Content as contemplated hereunder and (b) the Customer Ad Content will be true, accurate and complete and otherwise comply with the terms and conditions of this Agreement.  

7.2 Disclaimer. CUSTOMER’S USE OF THE SERVICE IS AT ITS SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE TRUELEARN PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND (EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1 above), WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. THE INFORMATION PROVIDED THROUGH THE SERVICES SHOULD BE USED SOLELY FOR EDUCATIONAL PURPOSES AND IS NOT A SUBSTITUTE FOR EXAMINATION BY A PROFESSIONAL OR THE ADVICE OF ANY TYPE OF PROFESSIONAL, INCLUDING MEDICAL OR LEGAL PROFESSIONALS. THE TRUELEARN PARTIES MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET CUSTOMER’S OR ANY USER’S REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS OR PERFORMANCE THAT MAY BE OBTAINED OR ACHIEVED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY CUSTOMER OR ANY USER THROUGH THE SERVICE WILL MEET CUSTOMER’S OR SUCH USER’S EXPECTATIONS. THE TRUELEARN PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY JOB SEEKER, INCLUDING ANY JOB SEEKER’S QUALIFICATIONS FOR ANY JOB POSTING THAT CUSTOMER POSTS VIA THE SERVICE. TRUELEARN IS A TECHNOLOGY PROVIDER AND IS NOT ENDORSING ANY JOB SEEKER. CUSTOMER AGREES THAT CUSTOMER BEARS ALL RISKS IN CONNECTION WITH CUSTOMER’S INTERACTIONS WITH EACH JOB SEEKER AND IS SOLELY RESPONSIBLE FOR THE INTERVIEWING AND HIRING PROCESS RELATED TO SUCH JOB SEEKER.

8. Limitation of Liability. EACH PARTY EXPRESSLY UNDERSTANDS AND AGREES THAT NEITHER CUSTOMER NOR ANY TRUELEARN PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM, AS APPLICABLE: (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF CUSTOMER’S TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (E) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THE TRUELEARN PARTIES’ TOTAL LIABILITY TO CUSTOMER FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT CUSTOMER HAS PAID TRUELEARN IN THE LAST TWELVE (12) MONTHS OR, IF PAID FOR LESS THAN TWELVE (12) MONTHS, ANNUALIZED AS IF PAID FOR TWELVE (12) MONTHS.

9. Confidential Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party). The Receiving Party agrees: (a) to take reasonable precautions to protect such Confidential Information; and (ii) not to use or divulge to any third person any such Confidential Information, in each case except as expressly permitted in Section 4.5 above or under the Privacy Policy . The Disclosing Party agrees that the foregoing will not apply with respect to Confidential Information after five years following the termination of this Agreement or any Confidential Information that the Receiving Party can document (a) is or becomes generally available to the public; or (b) was in its possession or known by its prior to receipt from the Disclosing Party; or (c) was rightfully disclosed to it by a third party; or (d) was independently developed without use of any Confidential Information of the Disclosing Party; or (e) is required by law.

10. Notices. TrueLearn may give notice applicable to TrueLearn’s general Services customer base by means of a general notice on the Services portal, and notices specific to Customer by electronic mail to Customer’s e-mail address on record in TrueLearn’s account information or by written communication sent by first class mail or pre-paid post to Customer’s address on record in TrueLearn’s account information. If Customer has a dispute with TrueLearn, wishes to provide a notice under this Agreement, or becomes subject to insolvency or other similar legal proceedings, Customer will promptly send written notice to TrueLearn at support@truelearn.com.

11. Governing Law; Arbitration. Customer and TrueLearn intend that this Agreement is to be construed and enforced in accordance with the laws of the State of New York without regard to any conflict-of-law or choice-of-law rules, and that the rule of construction that provides that a document is construed against the maker thereof be inapplicable in the construction of any of the terms of this Agreement. Any dispute, claim, or controversy arising out of or relating in any way to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, will be determined through confidential binding arbitration in Charlotte, North Carolina before one arbitrator. The confidential binding arbitration will be administered by AAA pursuant to its Commercial Arbitration Rules, and Customer and TrueLearn will maintain the confidential nature of the arbitration proceeding and the award, including the hearing. Judgment on the award may be entered in any court having jurisdiction. With respect to any disputes or claims not subject to arbitration, Customer and TrueLearn submit to the personal and exclusive jurisdiction of the state and federal courts located within county of Charlotte, North Carolina.

12. General. This Agreement (together with all Order(s) and the terms incorporated by reference herein) constitutes the entire agreement between Customer and TrueLearn governing Customer’s access and use of the Service, and supersedes any prior agreements between Customer and TrueLearn with respect to the Service. Without limiting the foregoing, there will be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof. The exchange of a fully executed Order by electronic signature or fax will be sufficient to bind the parties to this Agreement and such Order. Customer also may be subject to additional terms and conditions that may apply to third-party services, content or software. The failure of TrueLearn to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement 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 this Agreement remain in full force and effect. Customer agrees 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 this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Customer may not assign this Agreement without the prior written consent of TrueLearn, but TrueLearn may assign or transfer this Agreement, in whole or in part, without restriction. The section titles in this Agreement are for convenience only and have no legal or contractual effect. As used in this Agreement, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” TrueLearn will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond TrueLearn’s reasonable control.