Terms of Service for WSS

WORKSHOP STUDY SYSTEM TERMS OF SERVICE

THESE WORKSHOP STUDY SYSTEM TERMS OF SERVICE (“THESE TERMS”) AND THE ORDER FORM OR OTHER WRITTEN AGREEMENT BETWEEN YOU AND NETEXPRESSUSA INC. D/B/A RELIABILITYWEB.COM ON BEHALF OF ITSELF AND ITS AFFILIATES (“RELIABILITYWEB”) CONCERNING YOUR USE OF THE SERVICE (AS DEFINED BELOW) ARE THE ENTIRE AGREEMENT CONCERNING YOUR USE OF THE WORKSHOP STUDY SYSTEM (THE “SERVICE”). BY ORDERING OR OTHERWISE USING THE SERVICE, YOU AGREE TO AND ACCEPT THESE TERMS. YOU MAY USE THE SERVICE ONLY IN ACCORDANCE WITH THESE TERMS.

1. DEFINITIONS. In these Terms, the following terms shall have the following definitions:

The term the “Service” means the Workshop Study System, including its training programs, classroom and online events, e-learning programs, and training content. The “Service” includes all related services, software and other designated websites, as provided to you by Reliabilityweb, which includes associated offline components, but excluding Third Party Applications.

The term "Third-Party Applications" refers to online, internet-based applications and offline software products, if any, that are provided by third parties, interoperate with the Service, and are identified as Third- Party Applications.

The term "Users" means individuals who are authorized by you to use the Service, for whom subscriptions to the Service have been purchased or otherwise provided, and who have been supplied user identifications and passwords by you. Users may include but are not limited to your employees, consultants, contractors and agents, or third parties with which you transact business.

The terms “you” or “your” refer to the company or other legal entity ordering or using the Service, and for which the Service is being made available.

The term “your content” means your courses, programs, materials, and other collateral uploaded by you or on your behalf to the Service, and the term “your data” refers to all factual, measurable information concerning your use of the Service collected by Reliabilityweb or retrievable by Reliabilityweb from the Service.

Other defined terms not otherwise defined above have the meaning given to them elsewhere in these Terms.

2. YOUR USE OF THE SERVICE.

2.1. Reliabilityweb reserves the right to provide emergency updates for the purpose of security updates and emergent functionality patches from time to time without notice. Any new features that augment or enhance the Service, including the release of new tools and resources, shall be subject to these Terms.

2.2. The Service is provided to you and your Users on a subscription basis as provided in your order form or other agreement with Reliabilityweb and as otherwise provided in these Terms. Your and your User’s right to use the Service is limited by the terms of your order form or other agreement with Reliabilityweb and as otherwise provided in these Terms.

2.3. Reliabilityweb shall use commercially reasonable efforts to make the Service available twenty-four (24) hours a day, seven (7) days a week, except for: (a) planned downtime, which may include but is not limited to software updates and hardware maintenance, or (b) any unavailability caused by circumstances beyond Reliabilityweb’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Reliabilityweb employees), or internet service provider or other supplier failures or delays.

2.4. Reliabilityweb will use commercially reasonable efforts to provide its standard technical support during its normal business hours.

3. FEES AND PAYMENT FOR SERVICE.

You shall promptly pay all fees specified in your order form or other agreement with Reliabilityweb for use of the Service.

4. TERM AND TERMINATION.

4.1. Term. These Terms commence on the start date specified in the applicable order form or other agreement with Reliabilityweb and continues for the subscription term specified therein.

4.2. Termination for Cause. Either party may terminate these Terms for cause (a) upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (b) if the other party becomes the subject of a petition in liquidation bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

4.3. Surviving Provisions. Sections 1, 3, 4, 5.1, 5.3, 5.4, 5.5, 6, 7 and 10-15 of these Terms shall survive any termination or expiration of these Terms.

5. PROPRIETARY RIGHTS.

5.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Reliabilityweb reserves all right, title and interest in and to the Service, including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein. The Service is protected by copyright and other intellectual property laws and treaties.

5.2. Right to Use the Service. Reliabilityweb grants a time limited, non-exclusive, and non-transferable right (as provided in the agreement with Reliabilityweb) to you to access and use the Service. Reliabilityweb or its suppliers own the title, copyright, and all other intellectual property rights in the Service. The Service is licensed, not sold, and these Terms only gives you limited rights of use. Reliabilityweb reserves all other rights. Unless applicable law gives you more rights despite this limitation, you may use the Service only as expressly permitted in these Terms.

5.3. Restrictions. You may not, unless you has received prior written consent in writing by Reliabilityweb (which may be arbitrarily withheld), do any of the following: (a) work around any technical limitations in the Service; (b) reverse engineer, decompile or disassemble the Service; (c) publish the Service for others to copy; (d) permit any third party to access the Service except as permitted herein; (e) rent, lease, sell, or lend the Service; (f) create derivate works based on the Service; (g) use the Service for commercial software hosting services; (h) access the Service in order to build a competitive product or service, or copy any features, functions or graphics of the Service; or (i) use the Service in any way that is against the law.

5.4. Ownership of Your Content and Data. You exclusively own all right, title and interest in and to all of your content and data. You grant Reliabilityweb a personal, non-exclusive, royalty-free, non- transferrable, irrevocable license to use your individual data for: (a) internal reference, research, and analysis, (b) to use your data in the aggregate with the data of other users of the Service for the purpose of providing technical support and benchmarking system usage or performance, (c) providing you information about Reliabilityweb products, services and events, or (d) forwarding to other companies who may also contact you with further information; provided that these companies consist of reputable suppliers of industrial maintenance products, services and training services.

5.5. Suggestions and Custom Enhancements: Reliabilityweb shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by you, including Users, relating to the operation of the Service.

6. ACCEPTANCE. Each party represents that it has the legal right, capacity, and authority to enter into these Terms.

7. UNAUTHORIZED USE. You may not access the Service if you are a direct competitor of Reliabilityweb or its suppliers, except with prior written consent of Reliabilityweb. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes without Reliabilityweb’s expressed written permission.

8. PROVISION OF SERVICE. Reliabilityweb shall make the Service available to you pursuant to these Terms and the applicable agreement with Reliabilityweb during a subscription term. You agree that your use hereunder is neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Reliabilityweb regarding future functionality or features, save and except as mutually agreed upon in writing by the parties. Unless otherwise specified in the applicable agreement with Reliabilityweb (a) the Service is provided as User subscriptions and may be accessed by no more than the specified number of Users; and (b) User subscriptions are for designated Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Service and have been deleted from the User Database.

9. YOUR RESPONSIBILITIES. You shall, except as otherwise provided in an agreement with Reliabilityweb, (a) be responsible for all Users’ compliance with these Terms; (b) be solely responsible for the accuracy, quality, integrity and legality of your content and of the means by which you acquired your content; (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Service, and notify Reliabilityweb promptly of any such unauthorized access or use, and (d) use the Service only in accordance with applicable laws and government regulations and any instruction manuals which Reliabilityweb may provide. You shall not (i) make the Service available to anyone other than Users, (ii) sell, resell, rent or lease the Service, (iii) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (iv) use the Service to store or transmit malicious code, (v) interfere with or disrupt the integrity or performance of the Service or third-party content contained therein, (vi) attempt to gain unauthorized access to the Service or its related systems or networks, or (vii) copy or download of any of the materials from the Service.

10. THIRD-PARTY PROVIDERS.

10.1. Acquisition of Third-Party Products and Services. Any other acquisition by you of third-party products or services, including but not limited to Third-Party Applications and implementation, customization and other consulting services, is solely between you and the applicable third-party provider. Reliabilityweb does not warrant or support third-party products or services.

10.2. Third-Party Applications and Your Content and Data. If you install or enable Third-Party Applications for use with the Service, you acknowledge that Reliabilityweb may allow providers of those Third- Party Applications to access your content and data as required for the interoperation of such Third-Party Applications with the Service. Reliabilityweb shall not be responsible for any disclosure, modification or deletion of your content or data resulting from any such access by Third-Party Application providers.

11. CONFIDENTIALITY.

11.1. Definition of Confidential Information. As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally, or in writing, or in electronic form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include your content and data. Confidential Information of each party shall include the pricing for the Service, as well as confidential business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information shall not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party.

11.2. Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (a) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, and (b) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. The Receiving Party shall ensure that its employees, contractors and agents comply with the terms of those confidentiality agreements.

11.3. Protection of Your Content and Data. Without limiting the above, Reliabilityweb shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your content and data. Except as authorized by you, Reliabilityweb shall not: (i) modify your content and data, (ii) disclose your content or data,

except as compelled by law in accordance with Section 11.4 (Compelled Disclosure), or (iii) access your content except to provide the Service or prevent or address service or technical problems, or at your request in connection with customer support matters.

11.4. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

12. DISCLAIMER. THE SERVICE IS PROVIDED "AS IS" WITHOUT ANY WARRANTIES, WHETHER WRITTEN, ORAL, STATUTORY, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RELIABILITYWEB SPECIFICALLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. This waiver of warranty affects your specific legal rights; you may have rights which may vary depending upon where you are located. Some jurisdictions do not allow limitations on implied warranties, so the limitations above may not apply to you.

13. INDEMNIFICATION. You shall defend Reliabilityweb against any claim (“Claim) made or brought against Reliabilityweb by a third party arising from: (a) your breach of these Terms, (b) a dispute between you and a User; and (c) an allegation that your content, data or your use of the Service in violation of these Terms infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and you shall indemnify Reliabilityweb for any damages finally awarded against, and for reasonable legal fees incurred by, Reliabilityweb in connection with any such Claim; provided, that Reliabilityweb (i) promptly gives you written notice of the Claim; (ii) gives you sole control of the defense and settlement of the Claim (provided that you may not settle any Claim unless the settlement unconditionally releases Reliabilityweb of all liability); and (iii) provides to you all reasonable assistance at your expense.

14. LIMITATION OF LIABILITY. In no event shall Reliabilityweb’s aggregate liability arising out of or related to these Terms, whether in contract, tort, or under any other theory of liability, exceed Five Hundred Dollars (US$500). In no event shall Reliabilityweb have any liability to you for any lost profits or revenues or for any indirect, special, incidental, consequential, or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not Reliabilityweb has been advised of the possibility of such damages. In no event will the suppliers of Reliabilityweb have any liability under these Terms. The foregoing disclaimer shall not apply to the extent prohibited by applicable law. The foregoing limitations, exclusions and disclaimers are an allocation of the risk between the parties and will apply to the maximum extent permitted by applicable law, even if any remedy fails in its essential purpose.

15. GENERAL TERMS.

15.1. Governing Law. The laws of the State of Nebraska will govern these terms and conditions. In the event of a dispute arising out of or related to these terms and conditions, each party will give the other prompt notice of the dispute, and both will meet promptly for good faith discussions to try to resolve the matter. If that fails, such dispute will be resolved by final and binding arbitration before a sole arbitrator, who is an attorney, and will be administered by the American Arbitration Association under its then-current Commercial Arbitration Rules. The decision and award of the arbitrator will be final and binding, and the award rendered may be entered in a court of competent jurisdiction located in Lee County, Florida. The arbitration will be held in Lee County, Florida. The arbitrator must enforce the terms of these terms and conditions and will have no authority to award any damages in conflict with or in excess of the limitations and exclusions set forth in these terms and conditions.

15.2. Force Majeure. We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

15.3. Independent Contractors. We and you are independent contractors, and neither party is an agent of the other for any purpose or has the authority to bind the other.

15.4. No Third Party Beneficiaries. These Terms does not create any third party beneficiary rights in any individual or entity that is not a party to these Terms.

15.5. U.S. Government Rights. The Service and any accompanying documentation are deemed to be “commercial computer software” and “commercial computer software documentation”, respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212(b), as applicable. Any use, modification, reproduction, release, performing, displaying or disclosing of the Service and accompanying documentation by the U.S. Government shall be governed solely by the terms of these Terms.

15.6. Import and Export Compliance. In connection with these Terms, you will comply with all applicable import, re-import, export, and re-export control law and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Service.

15.7. Notice.

(a) To You. We may provide any notice to you under these Terms by: (i) posting a notice on the Service; or (ii) sending a message to the email address then associated with your account. Notices we provide by posting on the Service will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.

(b) To Us. To give us notice under these Terms, you must contact us by personal delivery, overnight courier or registered or certified mail to NetexpressUSA Inc. d/b/a Reliabilityweb.com, PO Box 425, Blair, NE 68008, Attn: Chief Financial Officer. We may update the address for notices to us by posting a notice on the Service. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided registered or certified mail will be effective three business days after they are sent.

(c) Language. All communications and notices to be made or given pursuant to these Terms must be in the English language.

15.8. Assignment. You will not assign these Terms, or delegate or sublicense any of your rights under these Terms, without our prior written consent. Any assignment or transfer in violation of this Section will be void. Subject to the foregoing, these Terms will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.

15.9. No Waivers. The failure by us to enforce any provision of these Terms will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.

15.10. Severability. If any portion of these Terms is held to be invalid or unenforceable, the remaining portions of these Terms will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from these Terms but the rest of the Agreement will remain in full force and effect.

15.11. Entire Agreement. These Terms and the terms of any order form or other agreement between the parties concerning the use of the Service are the entire agreement between you and us regarding the subject matter of these Terms. These Terms supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of these Terms. We will not be bound by, and specifically object to, any term, condition or other provision which is different from or in addition to the provisions of these Terms (whether or not it would materially alter these Terms) and which is submitted by you in any order, receipt, acceptance, confirmation, correspondence or another document. No purchase orders will be issued under these Terms and the terms of any purchase order issued in violation of this provision are hereby rejected by the parties.