2.2 TPBS USA shall make its respective Programs available to TPBS so that TPBS may make them available to the Company pursuant to the terms of this Agreement.
2.3 The Programs shall be for the exclusive use and training of the Company’s employees, and the Company may not use any of the Services covered by this Agreement for a different purpose without the prior written consent of TPBS. To this extent, the Company shall only be authorized to carry out acts of reproduction and public communication of the documents that make up the Program in its corporate environment, for the purpose of training its employees on the training platform provided for this purpose.
2.4 The authorization granted under this Agreement is a temporary license to use the Programs contracted by the Company and does not imply in any case the transfer of any of the rights that TPBS and TPBS USA hold or may hold over such Programs. Thus, the Company, as licensee, may not resell, make any arrangement and/or transfer to third parties, lease, rent or lend any of the Programs and only TPBS authorizes their use within the environment of the Company’s and for the purposes of training its relevant employees on TPBS platform.
2.5 TPBS grants the Company a non-exclusive and non-transferable license for the Company’s employees. Therefore, the access to the Programs will be granted in a non-exclusive and temporary manner with a non-transferable character. The Company will not have the right to make any changes to the Programs, without prejudice to being able to agree with TPBS on specific products designed for the Company’s employees, such as (i) webinars created specifically for the Company’s employees as an exclusive group on the platform; (ii) a welcome kick-off event; (iii) a Program closing event; as well as (v) the establishment of metrics or levels of engagement achievement and access to the respective dashboards of such metrics.
2.6 Any modification of the Services will only be binding between the Parties if the modification is previously agreed in writing between the Parties. Therefore, the provision of any services other than the Services cannot be carried out until both Parties have previously and expressly approved their provision.
2.7 The Company declares that it has been fully informed before the execution of this Agreement about the nature and purpose of the Services and/or the Programs and that it has had the opportunity to request from TPBS all the necessary information to evaluate the scope of the terms and conditions of this Agreement. In particular, the Parties expressly acknowledge that the Programs offered by TPBS (including the Programs of TPBS USA) do not consist of educational programs endorsed by any official body and/or university and therefore such Programs are not officially accredited. Consequently, the Company may not allege any supervening circumstance to claim the amendment of the Price (as this term is defined below).
2.8 TPBS reserves the right to cancel, interrupt, reschedule or modify any of the contents included in their respective Programs or to change the point value or weight of any module, questionnaire or other assessment, to maintain always an updated and best quality content.For clarification purposes, (i) the cancellation referred to above, if applicable, will only relate to some minor adjustments to the recordings comprised in the Programs and will not jeopardize or remove the quality, content, and services contracted by the Company; and (ii) the content of the Programs will be available to the Company’s employees at all times and will be able to access its Programs with high quality content similar to that agreed between the Parties.
2.9 Both Parties represent and warrant, respectively, in relation to the Services, to comply with all the requirements of any applicable labor, Social Security and tax laws that, due to their situation, may correspond to them, being solely and exclusively responsible for the liabilities that may arise from these concepts.
2.10 Likewise, the Parties acknowledge and agree that: