Licensing Agreement for Online Course
Updated March 25, 2026
This Licensing Agreement for Online Course (this “Agreement”) is entered into by and between you (“Licensee”) and Business Transition Sherpa LLC, a Pennsylvania limited liability company, (“Company” and together with Licensee, the “Parties,” and each, a “Party”) and, together with any documents expressly incorporated herein by reference, governs your and your Authorized Users’ (as defined below) access to and use of the Licensed Materials (as defined below).
BY CLICKING TO ACCEPT OR AGREE, BY COMPLETING AN ORDER THAT INCORPORATES THIS AGREEMENT BY REFERENCE, OR BY OTHERWISE ACCESSING OR USING THE LICENSED MATERIALS, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, INCLUDING THE REQUIREMENT FOR USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ENTITY, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY; AND (C) ACCEPT THIS AGREEMENT AND AGREE TO BE LEGALLY BOUND BY ITS TERMS ON YOUR OWN BEHALF OR, IF ENTERING INTO THIS AGREEMENT FOR AN ENTITY, ON BEHALF OF THE ENTITY YOU REPRESENT. THIS AGREEMENT TAKES EFFECT UPON SUCH ACCEPTANCE AND AGREEMENT.
IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS, USE, OR LICENSE THE LICENSED MATERIALS.
Once you have accepted this Agreement, you will have the ability to purchase Seats (as defined below) for Authorized Users’ access to the Licensed Materials through the Company’s checkout process.
In consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. License Grant
a. “Order Form(s)” refers to any receipt, order form, or other confirmation provided to Licensee by Company which specifies the type and quantity of “Seat(s)” purchased from Company. Any Order Forms between Company and Licensee are incorporated herein by reference. “Licensed Materials” means the Company’s designated online course(s) identified on one or more Order Forms, including any associated materials, educational programs, digital training materials, software, and other content provided by or through the Company or its licensors, together with any platform used by Company to deliver the foregoing.
b. Company hereby grants to Licensee during the Term a non-exclusive, and non-transferable license, with the right to sublicense in accordance with Section 1.c, to access and use the Licensed Materials within the United States, solely for an Authorized User’s educational purposes. No license or rights are granted to Licensee by implication, estoppel, or otherwise, other than as expressly granted by Company under this Section 1. Each purchased Seat permits one individual user to access the Licensed Course under the terms hereof.
c. For each Seat purchased under an Order Form, Licensee may grant one sublicense for the applicable Licensed Materials under the license granted in Section 1.b to an Authorized User. All sublicenses must be subject to and consistent with the applicable terms and conditions of this Agreement.
2. Participation Not Guaranteed
Notwithstanding anything to the contrary herein, the purchase of any Seat(s) by Licensee is an application subject to Company’s online enrollment process and acceptance by Company. Company is under no obligation to accept any application and may deny any application in its sole discretion. A confirmation of a successful checkout on the Company’s website shall not constitute acceptance of the application. If a Licensee is denied, this Agreement shall have no effect and any fees paid by Licensee in connection with the denied application shall be returned.
3. Term
The term of each Seat under this Agreement shall be one (1) year from the date of purchase of such Seat (the “Standard Term”). After the Standard Term, Licensee may renew any such Seat for subsequent terms of one (1) year at Company’s then-current pricing and terms (each a “Renewal Term” and together with the Standard Term, the “Term”).
Notwithstanding the foregoing, Company may, from time to time, offer Seats under limited-time promotional programs (each, a “Founder Cohort”), which may be available for a defined enrollment period and may include modified pricing, terms, or license duration as specified at the time of purchase.
For Seats purchased as part of a Founder Cohort, the applicable license term shall be evergreen (continuing until terminated), rather than subject to a Standard Term or Renewal Term, provided that Licensee remains in compliance with this Agreement and timely pays any applicable ongoing fees. Such Seats shall continue on an ongoing basis unless and until terminated by either party in accordance with this Agreement or as otherwise specified in writing at the time of purchase.
Company reserves the right to establish and modify the pricing, structure, and availability of any Founder Cohort offering in its sole discretion, and participation in any such offering shall not create any obligation for Company to offer similar terms in the future.
4. Cancellation & Termination
a. Either Party may terminate this Agreement in its entirety or any Seat immediately upon notice to the other Party if such other Party (including Licensee through its Authorized Users) materially breaches this Agreement and has not cured such breach, if capable of cure, to the reasonable satisfaction of the other Party within thirty (30) days after notice of such breach from the non-breaching Party. Notwithstanding the foregoing, this Agreement or any Seat shall automatically and immediately terminate, without opportunity for cure, on Licensee’s or the applicable Authorized User’s, respectively, disclosure of the Licensed Materials in breach of this Agreement.
b. Company may terminate this Agreement in its entirety or any Seat effective immediately, if the Licensee or applicable Authorized User: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay its debts as they become due; (iii) becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency Law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property.
c. Upon any expiration or termination of this Agreement: (i) Licensee shall immediately cease exercising all rights granted under the Licensed Materials; (ii) Licensee shall promptly return to Company all relevant records and materials in Licensee’s possession or control containing Licensed Materials or Confidential Information (as defined below); and (iii) all sublicenses granted by Licensee will automatically terminate.
d. Upon any expiration or termination of any Seat: (i) Company may immediately revoke the applicable Authorized User’s access to the Licensed Materials; (ii) Licensee shall cause the applicable Authorized User to promptly return to Company all relevant records and materials in its possession or control containing Licensed Materials or Confidential Information (as defined below); and (iii) all sublicenses granted by Licensee for such Seat will automatically terminate.
5. Fees & Payment
a. Licensee agrees to pay the applicable fees for each Seat (collectively, “Fees”) purchased as listed at checkout. Fees are due at checkout and are non-refundable, except where required by law or as expressly provided in the Company’s refund policy. The Company may change pricing for future purchases or any Renewal Term(s) at its sole discretion. If the Term of a Seat is renewed for any Renewal Term(s), Licensee shall pay Company’s then-current Fees for the applicable Seat during the applicable Renewal Term.
b. During the Term for any Seat, Licensee may, in its reasonable discretion, charge the applicable Authorized User for access to the Licensed Materials. Nothing in this Section 5.b shall affect Licensee’s obligation to pay Fees hereunder. Licensee remains solely responsible for payment of all Fees regardless of amounts charged to or paid by Authorized Users.
c. Unless otherwise listed on the Order Form, all Fees and other amounts payable by Licensee under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, Licensee is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Licensee hereunder, other than any taxes imposed on Company’s income.
6. Seat Purchases & Access
a. Licensee may purchase multiple Seats during checkout. Each Seat purchased by Licensee may grant one individual natural person (each an “Authorized User” and collectively Licensee’s “Authorized Users”) a personal, non-transferable sublicense to access the Licensed Material during the applicable Term. Licensee may designate each purchased Seat to a single Authorized User, who may be an individual client of Licensee or, if specified as a corporate Seat on the Order Form, an employee of Licensee. Licensee shall designate an individual administrator responsible for designating Seats and managing the access credentials of Authorized Users. Licensee shall provide written notice to Company of the name and contact information of each new Authorized User. Seat sharing or group access through shared access credentials is strictly prohibited and is a breach of this Agreement.
b. Company shall provide Licensee with instructions to allow its Authorized Users to be delegated and access any Seats purchased hereunder within three (3) business days of such purchase. During the Term, Company may, in its sole discretion, provide Licensee with updates to the Licensed Materials at no additional charge. Licensee does not have any right hereunder to receive any such updates. Licensee may purchase a new Seat including any such updates at Company’s then-current Fees, provided that Licensee is in compliance with the terms and conditions of this Agreement.
c. Each Authorized User under this Agreement must comply with all terms herein. Licensee is responsible for ensuring that any Authorized User complies with the terms of this Agreement.
7. Intellectual Property Rights & Use Restrictions
a. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
b. Licensee acknowledges and agrees that: (i) the Licensed Materials are licensed, not sold, to Licensee by Company and Licensee does not have under or in connection with this Agreement any ownership interest in the Licensed Materials, or in any related Intellectual Property Rights; (ii) Company and its licensors are the sole and exclusive owners of all right, title, and interest in and to the Licensed Materials, including all Intellectual Property Rights relating thereto, subject only to the limited license granted to Licensee under this Agreement; and (iii) Licensee hereby unconditionally and irrevocably assigns to Company, its entire right, title, and interest in and to any Intellectual Property Rights that Licensee may now or hereafter have in or relating to the Licensed Materials (including any rights in derivative works or improvements relating to the Licensed Materials), whether held or acquired by operation of law, contract, assignment or otherwise.
c. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel or otherwise, to Licensee or any third party any Intellectual Property Rights or other right, title, or interest in or to any of the Licensed Materials.
d. Except as this Agreement expressly permits Licensee shall not, and shall cause its Authorized users to not: (i) copy the Licensed Materials in whole or in part; (ii) modify, correct, adapt, translate, enhance, or otherwise prepare derivative works or improvements of any Licensed Materials; (iii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Licensed Materials to any third party; (iv) reverse engineer, disassemble, decompile, decode, or adapt the Licensed Materials; (v) bypass or breach any security device, access credentials, or other protection used for or contained in the Licensed Materials; (vi) use the Licensed Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other right of any third party, or that violates any applicable law; (vii) use the Licensed Materials for purposes of competitive analysis of the Licensed Materials or for purposes of developing, using, or providing a competing product or service; or (viii) otherwise use the Licensed Materials other than as permitted by this Agreement.
8. Trademarks
a. Company hereby grants Licensee the non-exclusive right to use Company’s trademarks, including The Business Transition Sherpa® (“Trademarks”) in connection with the distribution of the Licensed Materials to its Authorized Users in the United States. Licensee shall promptly notify Company of any actual or alleged infringement of the Trademarks of which Licensee becomes aware. Licensee acknowledges and agrees to comply with the Company’s Trademark Policy, available at https://btsherpa.com/company-trademark-policy and incorporated herein by reference, which governs the proper use of Company trademarks. On expiration or termination of this Agreement, Licensee’s rights under this Section 8 shall cease.
b. Licensee and its Authorized Users shall not: (i) remove or alter any trademark notices on the Licensed Materials; (ii) Create or use confusingly similar marks, (iii) Use Company trademarks in a way that implies sponsorship, endorsement, or partnership Company’s without prior written consent; (iv) engage in any action that disparages or dilutes the value of the Licensed Materials or the Trademarks; or (v) distribute the Licensed Materials with any trademark, brand, or trade name, other than the Trademarks.
c Unauthorized use of the Trademarks is strictly prohibited and will be considered a breach of this Agreement that will cause irreparable harm to the Company.
d. Licensee shall immediately notify Company in writing of any actual or suspected misappropriation or other unauthorized access, disclosure, or use of any Trademarks. Company has the sole right, in its discretion, to bring any action or proceeding with respect to such unauthorized use and to control its conduct (including any settlement).
9. Privacy & Data Protection
a. Licensee and its Authorized Users acknowledge and agree that their enrollment information, contact details, and any other personal data collected by the Company in connection with this Agreement will be handled in accordance with the Company’s Privacy Policy, available at https://btsherpa.com/privacy-policy and incorporated herein by reference. By enrolling or assigning seats, Licensee represents that it has obtained consent from its Authorized Users for the Company to collect, process, and store their personal information as described in the Privacy Policy.
b. Licensee agrees not to collect or transmit personal data of any Authorized Users or other third parties to the Company unless such data is necessary for course access and the individuals have been informed of and agreed to the Company’s Privacy Policy. The Company will implement commercially reasonable safeguards to protect personal data; however, Licensee acknowledges that no transmission of data over the Internet is completely secure.
c. In the event of any data breach or suspected breach involving client/user data, the Company will notify Licensee consistent with its Privacy Policy and applicable law.
10. User-Generated Content & Marketing Use
If Licensee or its Authorized Users submit any content (reviews, feedback, suggestions, comments, ideas, testimonials, success stories, etc.) to Company or in association with the Licensed Materials, then: (a) Licensee represents and warrants that it or its Authorized User owns or controls all rights in such content and that such content does not violate any third-party rights or laws; (b) Licensee or its Authorized User hereby unconditionally and irrevocably assigns to Company, its entire right, title, and interest in and to any Intellectual Property Rights that it may now or hereafter have in or relating to such content, including any rights in derivative works improvements made based on such Content or the Licensed Materials, by operation of law, contract, assignment or otherwise; and (c) Company may remove or edit any such content at its discretion. If Licensee or its Authorized User submits any testimonials, feedback, or success stories to Company, Licensee or its Authorized User hereby grants Company a perpetual, irrevocable, worldwide, royalty-free right to use Licensee’s or its Authorized User’s name, business name, image, and likeness for marketing, promotional, or other commercial purposes across all media platforms.
11. Confidentiality
a. In connection with this Agreement, Company may disclose or make available Confidential Information to Licensee. Subject to Section 11.b, “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that Company considers confidential or proprietary, including information consisting of or relating to Company’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which Company has contractual or other confidentiality obligations, whether or not marked, designated, or otherwise identified as “confidential.” Without limiting the foregoing, the Licensed Materials are Confidential Information of Company.
b. Confidential Information does not include information that: (i) was rightfully known to Licensee without restriction on use or disclosure prior to such information being disclosed or made available to Licensee in connection with this Agreement; (ii) was or becomes generally known by the public other than by Licensee’s or any of its Representatives’ noncompliance with this Agreement; (iii) was or is received by Licensee on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) Licensee can demonstrate by written or other documentary records was or is independently developed by Licensee without reference to or use of any Confidential Information.
c. As a condition to being provided with any disclosure of or access to Confidential Information, Licensee shall, during the Term and for three (3) years thereafter:
i. not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;
ii. except as may be permitted under Section 11.e, not disclose or permit access to Confidential Information other than to its Authorized Users who have been informed of the confidential nature of the Confidential Information;
iii. safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care;
iv. promptly notify Company of any unauthorized use or disclosure of Confidential Information; and
v. ensure its Authorized Users’ compliance with, and be responsible and liable for any of its Authorized Users’ non-compliance with, the terms of this Section 11.
d. Notwithstanding any other provisions of this Agreement, Licensee’s obligations under this Section 11 with respect to any Confidential Information that constitutes a trade secret under any applicable Law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under applicable law other than as a result of any act or omission of Licensee or any of its Authorized Users.
e. If Licensee or any of its Authorized Users are compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, Licensee will: (i) promptly, and prior to such disclosure, notify Company in writing of such requirement so that Company can seek a protective order or other remedy; (ii) provide reasonable assistance to Company in opposing such disclosure or seeking a protective order or other limitations on disclosure; and (iii) if, after providing the notice and assistance required under this Section, Licensee remains required by law to disclose any Confidential Information, Licensee will disclose only that portion of the Confidential Information that Licensee is legally required to disclose.
12. Compliance with Laws
Licensee agrees to comply with all applicable laws, including intellectual property and data protection laws.
13. Disclaimers & Limitation of Liability
a. THE LICENSED MATERIALS ARE PROVIDED “AS IS” AND COMPANY MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO THE LICENSED MATERIALS, INCLUDING, WITHOUT LIMITATION, ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (iii) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
b. To the fullest extent permitted by law, IN NO EVENT SHALL COMPANY’S TOTAL LIABILITY TO LICENSEE OR ITS AUTHORIZED USERS EXCEED THE LESSER OF (i) THE AMOUNTS PAID BY LICENSEE UNDER THIS AGREEMENT FOR THE RELEVANT SEAT(S) OR (ii) US $100.
c. IN NO EVENT WILL COMPANY BE LIABLE TO LICENSEE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
d. Company will not be liable or responsible to Licensee, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in Company’s performance hereunder when and to the extent such failure or delay is caused by or results from acts or circumstances beyond Company’s reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental order, law, or actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to Company’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or shortage of adequate power.
14. Indemnification
Licensee agrees to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, and subcontractors from any and all claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys’ fees) arising from Licensee’s or its Authorized Users’ breach of this Agreement, misuse of the Licensed Materials, violation of applicable laws or rights of third parties, or any content submitted by Licensee or its Authorized Users through the Licensed Materials.
15. Relationship of Parties
The Parties to this Agreement are independent contractors and nothing in this Agreement shall be deemed or construed as creating a joint venture, partnership, agency relationship, or franchise between Company and Licensee. Neither Party, by virtue of this Agreement, will have any right, power, or authority to act or create an obligation, express or implied, on behalf of the other Party. Each Party assumes responsibility for the actions of their personnel under this Agreement and shall be solely responsible for their supervision, daily direction, and control, wage rates, withholding income taxes, disability benefits, or the manner and means through which the work under this Agreement will be accomplished. Except as provided otherwise in this Agreement, Licensee has the sole discretion to determine Licensee’s methods of operation, Licensee’s accounting practices, the types and amounts of insurance Licensee carries, Licensee’s personnel practices, Licensee’s advertising and promotion, Licensee’s customers, and Licensee’s service areas and methods. The relationship created hereby between the Parties is solely that of licensor and licensee. If any provision of this Agreement is deemed to create a franchise relationship between the parties, then Company may immediately terminate this Agreement.
16. Assignment
Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, change of control, or otherwise, without Company’s prior written consent, which shall not be unreasonably withheld or delayed. No delegation or other transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section is void. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
17. Modifications
Company reserves the right to amend or update this Agreement or course terms (including platform terms). Continued use of the Licensed Course after notice of changes constitutes acceptance of the modified terms.
18. Dispute Resolution & Arbitration
In the event of a dispute arising under or relating to this Agreement the Parties shall first attempt confidential mediation (in or around Pittsburgh, Pennsylvania), to be scheduled within thirty (30) days of one Party’s request. If mediation fails, either party may elect binding arbitration governed by the Federal Arbitration Act (FAA). If arbitration is elected, the dispute shall be resolved by a neutral arbitrator (e.g. via JAMS or similar), in person or via remote means, in or around Pittsburgh, Pennsylvania. The arbitrator’s decision is final and binding. Any such arbitration or court proceeding must be brought on an individual basis, and not as a class or representative proceeding. Notwithstanding the foregoing, Company may seek injunctive or equitable relief under Section 19 when Company, in its sole discretion, deems it necessary. necessary
19. Equitable Relief
Licensee acknowledges that its breach of this Agreement may cause Company irreparable harm, for which an award of damages would not be adequate compensation and, in the event of such a breach or threatened breach, Company will be entitled to equitable relief, including in the form of a restraining order, orders for preliminary or permanent injunction, specific performance, and any other relief that may be available from any court. These remedies are not exclusive but are in addition to all other remedies available under this Agreement at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.
20. Notices & Electronic Communications
All notices under this Agreement shall be delivered by email: (i) to Licensee: sent to the email address used in enrollment or (ii) to Company: [email protected] with “LICENSING AGREEMENT” in the subject line. Electronic communications, including email, may satisfy any requirement for written notices. Notices sent in accordance with this Section will be deemed effective on the date sent by email (with confirmation of transmission), if sent during normal business hours of the recipient, and on the next day if sent after normal business hours of the recipient.
21. Governing Law & Venue
This Agreement is governed by the laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any other jurisdiction. Any mediation, arbitration, legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted in Allegheny County, Pennsylvania, and each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Allegheny County, Pennsylvania in any legal suit, action, or proceeding.
22. Amendment; Waiver
No amendment to this Agreement will be effective unless it is in writing and signed by both Parties. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the waiving Party. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
23. Severability
If any provision of this Agreement is held invalid or unenforceable under applicable law, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable part shall be replaced by a valid provision that most closely matches its intent.
24. Surviving Terms
Any right, obligation or provision under this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement.
25. Entire Agreement; Construction
This Agreement (including any other documents incorporated herein by reference, such as the Privacy Policy and Trademark Policy) constitutes the complete and exclusive understanding between the Parties with respect to the he subject matter contained herein, and supersedes all prior or contemporaneous communications or agreements (oral or written) with respect to such subject matter. Headings are for convenience and do not affect interpretation. Any ambiguity shall not be construed against either Party.
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