K2 Akademy Managed Schedule and Pricing Exhibit
Version: 20220531
1.0 This K2 Akademy Managed Schedule and Pricing Exhibit (“Schedule”) is an addendum to the Master Customer Agreement (Agreement) or equivalent between Etactics (“Company”) and customer identified in the Signature Block (“Customer”).
2.0 General Terms:
2.1. On Standards: Customers' circumstances may necessitate additional training for its workforce members to be in compliance with state, local, or federal laws and regulations or other business practice standards (“Standards”) based on their roles, circumstances, and the nature of Customer’s business. Company expressly disclaims any liability associate with the training sufficiency to meet Standards and disclaims all warranties that it does.
2.2. Scope of Use: The K2 Database associated with this Schedule is to be only used for K2 Akademy Managed purposes, unless another Schedule addresses the same. "K2 Database" is a distinct database and this term represents one such database. Customer is to use a K2 Database for only one organization.
2.3. Offerings: Pursuant to the terms and conditions of this Schedule, relevant exhibits to this Schedule, and the general terms and conditions of the Agreement, Customer agrees to purchase and Company agrees to provide to Customer the Offerings at for the price stated as incurred.
2.4. Taxes: Company’s fees are exclusive of any taxes, levies, duties or similar governmental assessments of any nature,other charges, domestic or foreign imposed by any federal, state, or local tax authority with respect thereto including, for example, value-added, sales, use & withholding taxes, assessable by any jurisdiction whatsoever (collectively,“Taxes”). Customer is responsible for paying all Taxes associated with Customer’s purchases hereunder. When Company has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, Company will invoice Customer and Customer will pay that amount unless Customer provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Company is solely responsible for Taxes assessable against it based on its income, property and employees.
3.0 Data Retention:
3.1. If the Schedule is terminated or any particular K2 Database is requested to be decommissioned, then the Company will supply the Customer within 90 days a file containing the data that existed in any relevant K2 Database for $0.05 each record. After supplying the data, Company will then timely delete the K2 Database and the aforementioned data file. Provided, however, Customer can formally notify Company to delete any particular K2 Database in lieu of receiving its data and paying the aforementioned costs. Customer will not hold Company liable for any deletion in compliance with this clause.
3.2. Customer will indemnify Company for all costs associated with a lawsuit, between Company and a third party, over any data related issue in connection with any K2 Database under this Schedule.
4.0 Additional Payment Terms:
4.1. Customer’s payments must be made via:
4.1.1. Option 1:
4.1.1.1. An automated draft as described on the attached direct debit agreement.
4.1.2. Option 2:
4.1.2.1. Lump Sum Payment at the start of the initial term and the start of any renewal term.
4.2. Prior to the start of each renewal term, Customer must provide an accurate Trainee count to Company for the coming term in writing to k2support@etactics.com. If Customer does not provide the aforementioned, then Company may, at its sole discretion, assume a 10% Trainee count increase from the previously invoiced amount or a good faith increase.
5. Term and Termination:
5.1. The effective date of this Schedule shall be the date Customer signs this Schedule (the “Schedule Effective Date”). The Term of this Schedule shall be for an initial period of one (1) year after the Schedule Effective Date and shall be automatically renewed for equal terms, provided that neither Customer nor Company shall have given notice of termination of this Schedule sixty (60) days before the end of the initial term or any renewal term, or unless otherwise terminated in accordance with the Agreement or this Schedule.
