TERMS & CONDITIONS

Effective Date: June 5th, 2024

1. **Services Provided**

1.1 **Scope of Services:** Consultant agrees to provide consulting services (“Services”) as described herein and as mutually agreed upon by both parties.

1.2 **Standard of Performance:** Consultant shall perform the Services in a professional and diligent manner, using reasonable skill and care.

1.3 **Client Cooperation:** Client agrees to cooperate with Consultant and provide timely access to information and resources necessary for Consultant to perform the Services.

2. **Ownership and Intellectual Property**

2.1 **Work Product:** All work product, including reports, analyses, designs, software code, and other deliverables (“Work Product”) created by Consultant in connection with the Services shall be owned exclusively by Consultant.

2.2 **Intellectual Property Rights:** Consultant retains all intellectual property rights associated with the Work Product, including copyrights, trademarks, patents, and trade secrets.

3. **Confidentiality**

3.1 **Confidential Information:** Each party agrees to keep confidential any proprietary or sensitive information disclosed by the other party during the term of this Agreement (“Confidential Information”).

3.2 **Non-Disclosure:** Client shall not disclose or use Consultant’s Confidential Information for any purpose other than the performance of the Services.

4. **Client Obligations**

4.1 **Use of Work Product:** Client agrees to use the Work Product solely for its internal business purposes and shall not reproduce, distribute, modify, or sublicense the Work Product without Consultant’s prior written consent.

4.2 **Indemnification:** Client agrees to indemnify, defend, and hold harmless Consultant from any claims, damages, or liabilities arising from Client’s use of the Work Product.

5. **Limitation of Liability**

5.1 **Exclusion of Consequential Damages:** In no event shall either party be liable to the other for any indirect, special, incidental, or consequential damages arising out of or related to this Agreement.

6. **Digital Courses Copyright Protection**

6.1 **Ownership:** All digital courses, including but not limited to videos, course materials, slides, quizzes, and any other educational content (“Digital Courses”) created and provided by Consultant are the sole property of Consultant.

6.2 **Copyright:** Consultant retains all copyrights to the Digital Courses. Unauthorized use, reproduction, distribution, or modification of the Digital Courses is strictly prohibited.

6.3 **License:** Upon payment of the applicable fees, Client is granted a limited, non-exclusive, non-transferable license to access and use the Digital Courses for personal or internal business purposes only. This license does not allow Client to share, distribute, or resell the Digital Courses in any form.

6.4 **Prohibited Actions:** Client shall not:
6.4.1 Copy, distribute, or create derivative works from the Digital Courses without explicit written permission from Consultant.
6.4.2 Remove any copyright or other proprietary notices from the Digital Courses.
6.4.3 Share login credentials or access to the Digital Courses with unauthorized individuals.

6.5 **Monitoring and Enforcement:** Consultant reserves the right to monitor the use of the Digital Courses and take appropriate action to enforce these terms, including revoking access and pursuing legal remedies in case of breach.

7. **General Provisions**

7.1 **Governing Law:** This Agreement shall be governed by and construed in accordance with the laws of FLORIDA, USA, without regard to its conflict of law principles.

7.2 **Entire Agreement:** This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

By engaging Consultant’s services, the Client agrees to be bound by the terms and conditions outlined above.