This Agreement (“Agreement”) is entered into by and between DataQG Inc. (“DataQG”) and the customer (“Client”) for the DataQG Skills Builder Subscription (“Subscription”).

1. Definitions

1.1. Content: The entire body of work licensed under the Subscription, including courses, modules, quizzes, and assessments.

1.2. Knowledge Bricks: The customizable learning components that are tailored to the Client’s specific data strategy and business objectives.

1.3. Learning Paths: A curated selection of courses from the DataQG library that aligns with the Client’s specific objectives.

1.4. Modules: Individual 5-minute learning segments within a course.

1.5. Reinforcement Learning: The custom, context-specific learning experiences integrated into the foundational courses.

1.6. SCORM Format: A technical standard for e-learning content that allows for seamless integration into a Learning Management System (LMS).

1.7. Subscription: The annual service that provides the Client with a customized learning experience based on a selected tier.

1.8. Tiers: The defined learning path modules that include a specific quantity of media modules, knowledge bricks, quizzes, and assessments.

1.9. Support Window: The designated 4-6 week period before the annual renewal date when the Client can submit requests for updates and content rotations.

2. Subscription and License

2.1. The Subscription provides the Client with a non-exclusive, non-transferable, limited license to access and use the DataQG Skills Builder Content for the specific term of the Subscription.

2.2. The Client’s license is limited to the Tier they have selected. The features and deliverables, including the number of Modules, Knowledge Bricks, quizzes, and assessments, are defined by the chosen Tier as specified in the Client’s order form.

2.3. The Subscription is an annual service.

2.4. The Client does not own the Content. All Content remains the exclusive property of DataQG.

2.5. All rights, including copyright and intellectual property rights, are reserved by DataQG.

3. Scope of Use

3.1. The Subscription is licensed for use by an unlimited number of the Client’s employees only. The Client is strictly prohibited from sharing, distributing, or providing access to the Content to any subsidiaries, affiliates, partners, or any third-party organizations.

4. Delivery

4.1. The learning solutions will be delivered in SCORM Format for seamless integration into the Client’s existing LMS or DataQG’s platform.

5. Pricing, Payment, and Auto-Renewal

5.1. The price is based on the selected Tier.

5.2. An annual uplift of 5% will be applied to the Subscription price upon each renewal.

5.3. Payment is due Net 30 from the date of the invoice. Late payments may result in the suspension of the Subscription and an interest charge of 5% per month, or the maximum rate permitted by law.

5.4. The Subscription will automatically renew at the end of each annual term unless either party provides written notice of non-renewal at least sixty (60) days before the renewal date.

6. Annual Support and Content Renewal

6.1. The Subscription includes a comprehensive Annual Support & Content Renewal package.

6.2. Support Window Notification: DataQG will provide the Client with written notification of the designated Support Window at least 30 days prior to the annual renewal date.

6.3. Support Window: The designated Support Window for all annual renewal requests is 4-6 weeks prior to the annual renewal date. During this time, DataQG will work with the Client to update all Knowledge Bricks to reflect the company’s latest standards, refresh all quizzes and assessments, and swap up to 20% of the courses from the library.

6.4. Late Engagement: If the Client misses the designated Support Window, the project will be re-prioritized based on current availability, which may cause delays.

6.5. Out-of-Scope Requests: The annual support package does not include mid-year, ad-hoc, or unscheduled updates. Any requests for changes outside of the agreed-upon annual schedule will be considered out of scope.

6.6. Script-Level Modifications: The package does not include script-level changes that require re-recording voiceovers, video production, or significant content re-development.

7. Technical Support

7.1. DataQG will provide technical support for the Subscription. Support requests must be submitted through the designated support channel. DataQG will use commercially reasonable efforts to respond to all technical support requests within 24 hours.

8. General Legal Provisions

8.1. Termination: Either party may terminate this Agreement for a material breach if the breaching party fails to cure it within thirty (30) days of receiving written notice. DataQG may immediately suspend the Subscription for non-payment. Upon termination, the Client must cease all use of the Content and destroy all copies of the SCORM files.

8.2. IP Rights on Client’s Content: The Client grants DataQG a limited, non-exclusive, royalty-free license to use any materials the Client provides for the sole purpose of customizing the Content as described in this Agreement.

8.3. Indemnification: The Client agrees to indemnify DataQG from any claims or expenses arising from the Client’s use or unauthorized distribution of the Content.

8.4. Limitation of Liability: To the maximum extent permitted by law, DataQG’s total liability will not exceed the total fees paid by the Client in the twelve (12) months preceding the claim.

8.5. Warranties: DataQG warrants that the services will be provided in a professional and workmanlike manner. EXCEPT FOR THIS EXPRESS WARRANTY, DATAQG DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8.6. Confidentiality: The Client agrees to keep all proprietary and non-public information related to DataQG confidential.

8.7. Governing Law and Jurisdiction: This Agreement will be governed by the laws of the State of Delaware. The parties agree that the courts in Delaware will have exclusive jurisdiction over any disputes.

8.8. Dispute Resolution: The parties will first attempt to resolve any dispute through good-faith negotiation. If a resolution cannot be reached, they will consider non-binding mediation before pursuing litigation.

8.9. Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements. No modification is effective unless in writing and signed by both parties.