Master Subscription Agreement Terms

YesLMS, LLC (“Company”, “YesLMS”, “we”, “us”) owns proprietary web-based cloud application Learning Management Software (“Services”, “YesLMS Subscription Services”).

1. ACCEPTANCE OF TERMS

These Master Subscription Terms of Use Agreement (“Terms”) govern your (“you”, “user”) access and use of the YesLMS Subscription Services. By using the YesLMS Subscription Services, you agree to these Terms and all related documents including proposals, statements of work (“SOW”), purchase orders, and our Privacy Policy incorporated herein by reference. You may access our Privacy Policy at: https://www.yeslms.com/privacy-policy. If you disagree, do not access the YesLMS Subscription Services.

2. ELIGIBILITY

Access is limited to users aged 18 years old or older. By accessing the YesLMS Subscription Services, you represent and warrant that you are of legal age to form a binding contract with the Company. If you are not 18 years old or older, you must not access or use the YesLMS Subscription Services. Be advised that YesLMS does not provide legal or financial advice through its Services. Please read these Terms carefully before you start using the YesLMS Subscription Services. If you do not wish to agree to these Terms or the Privacy Policy, you must not access the YesLMS Subscription Services.

3. DEFINITIONS

1. “Administrator Users” means the Authorized User(s) designated by Customer who are responsible for managing the YesLMS Services on behalf of the Customer. They receive an Administrator login from YesLMS or the Customer.
2. “Agreement” means these Terms, attached exhibits, Proposals, Statements of Work, Purchase Orders, and other incorporated documents.
3. “Authorized Users” means individuals authorized by the Customer to use the YesLMS Subscription Services.
4. “Course Content” means online courses created by YesLMS sister company, VR Development Group, LLC or by a third Party.
5. “Customer” means to the entity executing this Agreement to use the YesLMS Subscription Services.
6. “Customer Content” means all data input into the Services by the Customer, including by its users and/or employees, for which the Customer assumes full responsibility for accuracy, legality, and ownership rights. This includes, but it is not limited to, images, photographs, illustrations, graphics, audio clips, video clips, my notebook data, or text.
7. “Documentation” means User manuals provided by YesLMS, excluding sales and marketing materials.
8. “Electronic Communications” means any information transmitted in whole or in part, electronically received and/or transmitted through the YesLMS Subscription Services.
9. “Proposal” means a document detailing the services and fees for using the YesLMS Subscription Services.
10. “Term” means the Agreement duration.
11. “Third Party” means any person or entity not employed by YesLMS that inputs or allows YesLMS to input data into the YesLMS Subscription Service.
12. “Third Party Services” means integrated applications or services managed by external providers.
13. “Vendor” refers to a reseller of products and third-party, such as SHI International, Dell, Insight, etc.

4. SYSTEM AVAILABILITY

YesLMS will use commercially reasonable efforts to ensure the YesLMS Subscription Services are accessible to the Customer 24 hours a day, 7 days a week, subject to periods of downtime for maintenance, updates, or repairs. However, you acknowledge and agree that YesLMS is not responsible for any inability to use or access the YesLMS Subscription Services resulting from network interruptions, communication failures, or server downtime.

5. PAYMENT TERMS

The Customer is responsible for paying all fees associated with YesLMS subscription services, as outlined in the Statement of Work to the YesLMS Subscription Agreement, Proposal, and/or Invoice. Unless otherwise specified in these documents, the Customer must pay YesLMS upfront for twelve (12) months of Subscription Services. Payments are due within 30 days of receiving the invoice unless stated otherwise in the applicable Agreement, Proposal, Invoice, or Statement of Work.

All payments must be made in U.S. dollars. Delinquent payments, exceeding 30 days after written notice of delinquency, will incur interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.

Payments may be made using any of the available options in QuickBooks Online (QBO), including but not limited to credit cards, debit cards, ACH bank transfers, wire transfers, and checks. The Customer is responsible for any applicable processing fees associated with their chosen payment method.

6. TAXES AND TAX EXEMPTION CERTIFICATE

All payments made by the Customer are net amounts and do not include taxes or duties of any kind. Customer will be responsible for, and will promptly pay, any applicable duties, sales tax, use tax, and value added taxes (VAT) or other similar taxes, if any, associated with this Agreement or Customer’s receipt or access to the YesLMS Subscription Services, excluding taxes based on YesLMS’ gross or net income or franchise taxes. If YesLMS is required to collect or pay any tax for which Customer is responsible, Customer will pay such tax directly to YesLMS. If Customer is a tax-exempt organization and is not obligated to pay taxes arising out of this Agreement, Customer will provide YesLMS with any required documentation to verify its tax-exempt status with the applicable taxing authorities.

7. USER LIMITED RIGHTS; OWNERSHIP

YesLMS grants you, and you accept, a non-exclusive, non-transferable, limited, and revocable license to access and use the YesLMS Subscription Services. This permission allows authorized users, designated by the Customer’s Administrator, to access and use the YesLMS Subscription Services, provided that you comply with these Terms and retain all copyright, trademark, and proprietary notices. The Administrator will authorize access and assign unique usernames and passwords for each Authorized User. Authorized User logins are strictly for individual use and shall not be shared.

You may use a crawler to access this Website only if permitted by its robots.txt protocol. YesLMS reserves the right to block any crawlers at its sole discretion. The granted license is strictly for non-commercial use, meaning you shall not sell any content accessed through the YesLMS Subscription Services. Any use beyond this is prohibited, and all rights not expressly granted are reserved.

You may not copy, modify, distribute, sell, or lease, reverse engineer, or attempt to extract the source code of any software, associated with the Services unless allowed by law or with previous written permission from YesLMS.

Except for the limited permissions described above, YesLMS does not grant any rights or licenses under patents, trademarks, copyrights, or other intellectual property. You shall not mirror content from this Services on another Website or any other medium. Software and materials available for download from the YesLMS Subscription Agreement are governed by their own licensing terms. Failure to comply with these Terms will result in automatic termination of rights without notice, requiring you to destroy all downloaded materials.

YesLMS reserves the right to make changes or improvements to the Services at any time, with notice to the Customer.

The Customer acknowledges that the right to use YesLMS Subscription Services is contingent on:

1. Payment: Timely payment of the fees specified in the Proposal, Statement of Work, or Purchase Order;
2. Web-Based Access: Use of the YesLMS Subscription Services is limited to web-based access and cannot be installed on any servers owned or controlled by the Customer without prior written consent from YesLMS; and
3. Compatible mobile devices, Internet access and required Software: As defined in Section 7 of this Agreement.

8. USER PROHIBITED ACTIONS

You represent, warrant, and agree that any information, content, or materials you submit to or post on the YesLMS Subscription Services, including but not limited to chat groups, notebooks, and other features:

1. Shall be true, accurate, and current;
2. Will not, directly, or indirectly, violate, infringe, the rights of any person or entity, including but not limited to copyrights, trademarks, trade secrets, publicity, privacy, or Fair Housing rights;
3. Will not be fraudulent, misleading, defamatory, hateful, or obscene;
4. Will not harass others, promote discrimination of any kind, or incite harm against any individual or group;
5. Will not promote or involve illegal, unlawful, or harmful activities, or violate any applicable laws or regulations.

8.1 Prohibited Uses of Services

All Customers, Administrator Users, and Authorized Users:

1. Shall not use the YesLMS Subscription Services or its content for commercial purposes without prior written authorization from YesLMS;
2. Shall not reproduce, copy, display, store, perform, publish, transmit, distribute, sell, license, modify, create derivative works, or otherwise use any content from the YesLMS Subscription Services, except for personal, non- commercial use;
3. Shall not remove copyright or proprietary notices from content obtained through the YesLMS Subscription Services;
4. Shall not use automated devices, processes, or means to access or index the YesLMS Subscription Services;
5. Shall not collect information about users without their consent;
6. Shall not reformat or frame any portion of the YesLMS Subscription Services’ content without previous written authorization from YesLMS;
7. Shall not create user accounts through automated means or false pretenses;
8. Shall not transmit unsolicited electronic communications or interfere with other’s use of the Services;
9. Shall not distribute viruses, worms, or other harmful software;
10. Shall not use the YesLMS Subscription Services to compromise the security of any network, crack passwords, bypass encryption, or store illegal materials, including Threatening or obscene content;
11. Shall not copy, alter, or modify the HTML code of the Services;  
12. Shall not use any device, software, or procedure that disrupts or interferes with the proper functioning of the YesLMS Subscription Services;
13. Shall not take actions that impose an unreasonable or disproportionately large load on the YesLMS Subscription Services’ IT infrastructure;
14. Shall not modify, adapt, translate, or reverse- engineer any part of the YesLMS Subscription Services;
15. Shall not use the YesLMS Subscription Services to violate any applicable laws or regulations, including but not limited to Fair Housing laws; or
16. Shall not use the YesLMS Subscription Services for any unlawful, prohibited, or unauthorized purpose outlined in these Terms of Use.

9. USE WITH YOUR MOBILE DEVICE

The YesLMS Subscription Services may be accessible through compatible mobile devices, Internet access and required software. You agree that you are solely responsible for ensuring your device meets these requirements, including any necessary updates, fees, or changes, and for adhering to the terms set by your mobile device or telecommunications provider.

THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED AS TO: THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER OR ACCESS TO THE YESLMS SUBSCRIPTION SERVICES AT ANY TIME OR FROM ANY LOCATION; PROTECTION AGAINST ANY LOSS, DAMAGE, OR SECURITY BREACHES IN TELECOMMUNICATION SERVICES; AND

THE CONFIDENTIALITY OF DATA TO THIRD PARTIES, OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.

10. AUTHORIZED USERS AND THIRD-PARTY CONTENT

The YesLMS Subscription Services contain content from authorized users (i.e., chat groups, notebooks, etc.), YesLMS’s sister company, VR Development Group, (i.e., online courses), and/ or third parties (i.e. online courses). This content is the sole responsibility of its originator, whether posted publicly or shared privately. While YesLMS reserves the right to review and remove authorized users or third parties’ content violating its terms, not all content is reviewed, and YesLMS does not assume responsibility for its accuracy, legality, or appropriateness.

Opinions, advice, statements, online courses, or other content shared by the authorized users or third parties do not reflect the views of YesLMS, and any reliance on such content is at your own risk. By using the platform, you may encounter authorized users’ content that is harmful, misleading, or otherwise inappropriate. YesLMS does not monitor all content, and it is not liable for such content. This content may include:  

10.1 Content Restrictions

Authorized Users must not post content that:

1. Is threatening, abusive, fraudulent, discriminatory, defamatory, or obscene;
2. Contains proprietary, trade secret, or confidential information;
3. Encourages spamming, flooding, or unauthorized commercial communication;
4. Includes sensitive personal identifiers (e.g., Social Security numbers, passport numbers) that could lead to identify theft.

10.2 YesLMS License to Third Party Course Content

By submitting Content, the third parties grant YesLMS a nonexclusive, worldwide, fully paid, royalty-free, license to use, distribute, prepare derivative works from, or otherwise exploit the Content as specified in an Agreement separate from these Terms. This license allows YesLMS to provide, promote, and improve the YesLMS Subscription Services and make Content available to its authorized users.

10.3 The Third-Party Course Content Owners Represent and Warrant that:

1. The third party owns or has the necessary rights, power, and authority to grant YesLMS the license described above;
2. The third-party courses content and its submission, posting, or availability on the Website or Services do not violate any laws, privacy rights, publicity rights, copyrights, intellectual property rights, or any other rights of any person or entity.

10.4 Content Accessibility

The Third-Party Course Content Owners and Authorized Users acknowledge and agree that YesLMS offers functionality that allows customers to create content that meets or exceeds Section 508 accessibility standards. However, the responsibility for ensuring that all content and attached documents comply with these standards rests solely with the Customer and/or the Administrator User.

The third party agrees to indemnify YesLMS, its affiliates, its sister company, VR Development Group, LLC, and sublicensees against all claims related to your Content. YesLMS reserves the right to monitor and remove any content it deems inappropriate or non-compliant with its policies. YesLMS may disclose authorized user content to comply with legal obligations, protect its interests, or address law enforcement or court-mandated requests. Section 230 of the U.S. Communications Decency Act, under Section 230 states that:

1. YesLMS is not considered the publisher of user or third-party-generated content.
2. YesLMS is not liable for good-faith actions to restrict access to objectionable material or enable tools for content restriction.

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Authorized users are encouraged to report any content violations for YesLMS to review. However, decisions regarding content removal are at the sole discretion of YesLMS, which is not obligated to act on every report.

11. LINKS TO THIRD-PARTY SITES

The YesLMS Subscription Services may include links, embedded content, or feeds from external websites operated by third parties (“Third-Party Links”). These links are provided solely for your convenience and do not imply endorsement or affiliation with the linked websites. YesLMS is not responsible or liable for the availability, content, products, or services of such websites, nor for any damage any of the foregoing may cause you.

IN NO EVENT SHALL THE COMPANY OR ITS AFFILIATES BE LIABLE FOR ANY DAMAGES SUFFERED BY A USER (WHETHER CONSEQUENTIAL, DIRECT, INCIDENTAL, EXEMPLARY, INDIRECT, PUNITIVE, SPECIAL OR OTHERWISE) ARISING OUT OF OR  CONNECTED WITH, ANY LINKED SITE OR THIRD-PARTY WEBSITE OR RELATED SERVICES, REGARDLESS OF THE BASIS OF LIABILITY (CONTRACT, STRICT LIABILITY, TORT, ETC.)OR WHETHER YESLMS WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

12. LINKING TO THIS SITE

YesLMS consents to links to its Website provided that such links:

1. Do not create frames or alter the visual presentation or appearance of the Website;
2. Do not misrepresent your relationship with YesLMS;
3. Do not imply that YesLMS endorses and approves you, your website, services or products; and
4. Do not present false or misleading impressions about the Company or damage the goodwill associated with its name or trademarks. YesLMS reserves the right to revoke linking permissions to link at any time, solely at its discretion. Upon notification, you must promptly remove all links to this Website and cease using any YesLMS trademarks associated with it.

The Website incorporates Google Maps, Google Translate, and related content licensed from Google and its licensors. By using these features, you agree to comply and be bound by Google’s applicable terms and policies.

13. TERM; SUBSCRIPTION RENEWALS; TERMINATION

The term of this Agreement commences on the Effective Date as specified in the Statement of Work to the YesLMS Subscription Agreement, invoice, Proposal, or Purchase Order, and it extends for twelve (12) consecutive months, unless otherwise specified in these documents. Discounts may apply for multi-year contract terms. The Agreement may be renewed for successive twelve (12)-month periods if the Customer provides written notice of renewal at least sixty (60) days before the expiration of the initial Term.

Either Party has the right to terminate this Agreement by providing written notice to the other in the event of an uncured material breach by the other Party. The notice must clearly specify all the reasons for the claimed breach in sufficient detail to allow the alleged breaching party a meaningful opportunity to address the issues. Notices must be sent to the address listed in this Agreement or any updated address provided under this Agreement.

In the event of early termination, this Agreement and any applicable SOW will continue to govern the Parties’ rights and obligations related to Services performed prior to termination.

14. FEEDBACK

If you voluntarily provide feedback on the functionality, performance, or improvements of the YesLMS Subscription Services, you agree that:

1. Your Feedback is unsolicited, given freely, and without expectation of compensation or confidentiality;
2. YesLMS may disclose or sublicense your Feedback to third parties without restriction; and
3. YesLMS retains the right to use similar ideas already known, developed internally, or obtained from other sources.

By submitting Content or Feedback, you acknowledge that YesLMS is free to use or share these materials without obligation to you.

15. CONFIDENTIAL INFORMATION

YesLMS does not accept confidential or proprietary information through our Website and requests that you do not submit such content.  Any information or Customer content you provide through the Website will be treated as non-confidential and non-proprietary.  By submitting content, you grant YesLMS a limited, non-exclusive, non-transferable, royalty-free license to use, reproduce, and display such content solely as necessary to operate, improve, or support the Website and our services.

YesLMS will not use, disclose, or publish submitted materials for broader purposes—such as marketing or product development—without your prior written consent. We will also not associate your name with any submitted materials unless: (a) we have your permission; (b) we notify you in advance that your name will be used; or (c) we are legally required to do so. Any personally identifiable information submitted for services will be handled in accordance with our Privacy Policy.

16. GLOBAL AVAILABILITY

Information that YesLMS publishes on the Internet may contain references or cross references to YesLMS products, programs and services that are not announced or available in your country. Such references do not imply that YesLMS intends to announce or make available such products, programs, or services in your country.

17. YOUR ACCOUNT

You agree that you are responsible for maintaining the confidentiality of your account and password, for restricting access to your computer, and for all activities that occur under your password or your account. You agree: (a) that you will not disclose your Site password to anyone, (b) that you will not allow others to utilize your account, (c) to ensure that you fully exit from your account at the end of each session, (d) to immediately change your password if you become aware that your account has been compromised, (e) to immediately notify us of any unauthorized use of your password or account, or any other breach of security, and (f) that you will be solely responsible for safeguarding your password and for any actions taken under your password or account, whether authorized by you or not.

18. RESPECTING COPYRIGHT

We comply with the Digital Millennium Copyright Act (DMCA) and take reasonable steps to promptly remove any infringing material that we become aware of on our Website or Services. If we determine that a user has repeatedly infringed copyrights, we will take reasonable steps to terminate their account.

To report suspected copyright infringement, please contact us:

YesLMS, LLC

Attn: Maira Gimenes

Email: contract@yeslms.com

If you file a notice by mail, it must comply with the requirements of 17 U.S.C. § 512(c)(3). Your notice must include:

1. A physical or electronic signature of a person authorized to act on behalf of the copyright owner;
2. Identification of the copyrighted work claimed to be infringed;
3. Identification of the material that is claimed to be infringing information sufficient to locate the material;
4. Your contact information, including address, telephone number, and email address;
5. A Statement that you have a good-faith belief that the use of the material is  not authorized by the copyright owner, its agent, or the law; A statement that the information provided is accurate, and under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

19. SOFTWARE AVAILABLE ON THIS WEBSITE

All software that is made available to download on the YesLMS Subscription Services is the copyrighted work of YesLMS and/or its suppliers. Use of any Software is subject to the terms of the end user license agreement (EULA) provided with the Software. If no EULA is provided, YesLMS grants you a personal, non-transferable license to use the Software solely for viewing or using this Website in accordance with these Terms of Use. You must retain all copyright and proprietary notices intact.

Reproduction or redistribution is expressly prohibited of the Software without authorization is strictly prohibited and may result in severe legal penalties. Copying or redistributing the Software to another server or location for reproduction or redistribution is expressly forbidden.

20. INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights in the Website and Services, and associated documents belong to YesLMS or its licensors. These rights are licensed, not sold, and you have no rights to the Website, Services, or documents beyond the permissions granted under these Terms. You are not entitled to access the source code of the Website or Services.

21. TRADEMARK INFORMATION

YesLMS’ trademarks, trade names, service marks, and brand features displayed on the Website and Services (collectively, the “Marks”) are the exclusive property of YesLMS. You may not display or use these Marks without prior written permission. Trademarks of Sponsors or third parties displayed on the Website are the property of their respective owners and do not imply an affiliation with YesLMS unless stated otherwise.

22. DISCLAIMERS

We strive to keep the Website and Services operational and free of disruptions but cannot guarantee success.

THE WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND TO THE EXTENT PERMITTED BY APPLICABLE LAW WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, WHILE YESLMS ATTEMPTS TO PROVIDE A POSITIVE USER EXPERIENCE, WE DO NOT REPRESENT OR WARRANT THAT:

(A) THE WEBSITE AND SERVICES WILL ALWAYS BE SECURE, ERROR-FREE, OR TIMELY;

(B) THE WEBSITE AND SERVICES WILL ALWAYS FUNCTION WITHOUT DELAYS, DISRUPTIONS, OR IMPERFECTIONS, OR

(C) THAT ANY YESLMS CONTENT, USER CONTENT, THIRD-PARTY CONTENT, MATERIALS OR INFORMATION YOU OBTAIN ON OR THROUGH THE WEBSITE OR SERVICES WILL BE TIMELY OR ACCURATE. YESLMS WARRANTS THAT THE YesLMS SERVICES SHALL WORK AS DESCRIBED.

YESLMS EXPRESSLY AGREES TO MAKE COMMERCIALLY REASONABLE EFFORTS TO ENSURE:

(1) THE FUNCTIONS CONTAINED IN YESLMS SERVICES WILL BE UNINTERRUPTED AND ERROR FREE;

(2) DEFECTS ARE CORRECTED; AND

(3) YESLMS SERVICES OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

YesLMS FURTHER WARRANTS THAT THERE ARE NO ACTIONS OR PROCEEDINGS IN THAT IT BELIEVES WILL AFFECT ANY RIGHT, TITLE, OR INTEREST GRANTED TO CUSTOMER. YESLMS ALSO WARRANTS THAT THE WEBSITE AND SERVICES DO NOT INFRINGE, MISAPPROPRIATE, OR OTHER VIOLATE ANY INTELLECTUAL PROPERTY RIGHT OR OTHER RIGHT OF ANY THIRD PARTY.

YesLMS TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY CONTENT OR MATERIALS OF ANY KIND THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH OUR WEBSITE AND SERVICES. YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH YESLMS WILL BE RESPONSIBLE FOR.

YESLMS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY, OR USEFULNESS WITH RESPECT TO YESLMS' SERVICES, THE WEBSITE, OR INFORMATION CONTAINED ON THE WEBSITE OR SERVICES INCLUDING ANY THIRD-PARTY SITES OR THIRD-PARTY LINKS. YESLMS EXPRESSLY AGREES TO MAKE COMMERCIALLLY REASONABLE EFFORTS TO ENSURE THE USE OR RESULTS OF THE USE OF YESLMS SERVICES ARE CORRECT, ACCURATE, AND RELIABLE.

TO THE EXTENT PERMITTED BY LAW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, OR SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.

23. LIMITATION OF LIABILITY

Notwithstanding any provisions in the Master Subscription Terms of Use Agreement, the following categories are exempt from liability caps as a matter of public policy:  

1. Claims for damage to, or loss of, real property or tangible/ intangible property resulting from YesLMS’ actions or omissions under the Agreement;
2. Damages arising from gross negligence or willful misconduct by YesLMS, its employees, subcontractors, or agents;
3. Government fines and penalties not imposed by the user.

24. REMEDIES

YesLMS will use commercially reasonable efforts to correct any nonconforming services. If YesLMS cannot resolve the issue within 30 days, it will refund the fees paid for the nonconforming period. Additionally, YesLMS will cover the costs of reprocuring or replacing similar services if necessary.

25. GOVERNING LAW

By using YesLMS Subscription Services, you agree that the laws of the State of Wisconsin without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and YesLMS.

26. DISPUTES

ANY DISPUTE RELATING IN ANY WAY TO CUSTOMER’S USE OF YESLMS’ SERVICES SHALL BE SUBMITTED TO CONFIDENTIAL BINDING ARBITRATION IN MADISON, WISCONSIN EXCEPT FOR INTELLECTUAL PROPERTY CLAIMS BROUGHT BY EITHER PARTY (WHICH FOR PURPOSES OF THIS SECTION DO NOT INCLUDE PRIVACY AND PUBLICITY CLAIMS) AND CLAIMS THAT MAY BE BROUGHT IN SMALL- CLAIMS COURT.

THE ARBITRATOR SHALL APPLY WISCONSIN LAW, AND THE ARBITRATOR'S AWARD SHALL BE BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. THERE SHALL BE NO APPEAL FROM ANY AWARD OF THE ARBITRATOR. IF THE ENTIRE ARBITRATION PROVISION IS FOUND TO BE INVALID OR UNENFORCEABLE, THEN THE PARTIES CONSENT TO PERSONAL JURISDICTION AND EXCLUSIVE VENUE IN THE STATE COURT LOCATED IN DANE COUNTY, WISCONSIN.

27. INDEMNIFICATION

Each party shall be responsible for damage caused to the property of the other party by its employees while performing under the Agreement. If such damage is not covered by insurance, the responsible party will bear its proportional share of the costs. In the event of a potential indemnity obligation, the indemnified party shall: (a) promptly notify the indemnifying party in writing of such Claim; (b) allow the indemnifying party to have sole control of its defense and settlement; and (c) upon request of the indemnifying party, cooperate in all reasonable respects, at the indemnifying party’s expense, with the indemnifying party in the investigation and defense of such Claim.

28. MODIFICATION OF TERMS OF USE

YesLMS reserves the right to modify these Terms of Use, or any other terms related to the Website at its sole discretion without prior notice. Changes will be posted on the Website, and notice will be provided as outlined in the Services Agreement. By continuing to use the Website after receiving notice of such changes, you agree to the modified terms. Changes take effect immediately upon notice and shall apply prospectively only. They will not affect ongoing disputes or matters arising before the changes. They will not affect ongoing disputes or matters arising before the changes.

YesLMS’s compliance with this agreement is subject to applicable laws and legal processes, including governmental, court, and law enforcement requests related to your use of the Website.

29. ASSIGNMENT AND WAIVER

Neither party may assign or transfer any of its rights or obligations under these Terms of Use without prior written consent of the other party. Any attempted unauthorized assignment is void.

Failure to enforce any provision or exercise a right under these Terms does not waive the right to enforce that provision or right in the future. A waiver of one breach or default does not constitute a waiver of subsequent breaches or defaults.

30. TRANSLATION AND SEVERABILITY

If the Website provides translated versions of these Terms of Use, the English language version governs.

If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use shall continue in effect.

These Terms of Use constitute the entire agreement between you and YesLMS with respect to this Website, except as otherwise indicated in these Terms of Use.

31. CONTACT INFORMATION

You may contact YesLMS regarding this Website at the following email address: contract@yeslms.com. YesLMS has designated this email address to receive notifications of claimed copyright infringement involving this Website. Please include in your notice a description of the copyrighted work, a description of where the material you claim is infringing is located on the Website, a statement that you are the copyright owner or its agent, and your address, telephone number, and email address.

32. RIGHTS TO SYNDICATE IMAGES, CONTENT, AND LISTINGS:

You hereby grant to YesLMS, its subsidiaries, affiliates, and related companies, a perpetual and irrevocable license to copy, modify, display, distribute, create derivative works from, or otherwise use, any and all content that are displayed or submitted to this Website.

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