Please read this Agreement carefully. By selecting “I AGREE”, or accepting an Order that incorporates these terms by reference, you confirm your agreement to these terms on behalf of the organization you are registering, and you confirm that you personally are authorized to accept this agreement on that organization’s behalf. This is a binding legal agreement.

Training Enhancement Technologies General Term Services Agreement

This Training Enhancement Technologies Services Agreement (the “Agreement” or “Terms of Use”) governs the use of the Services by the organization registered by you (“Customer”), as licensed by Training Enhancement Technologies Training Enhancement Technologies (“Training Enhancement Technologies”) and will be effective when accepted by Customer in connection with separate Orders. This Agreement combined with the Order constitutes a complete binding legal agreement between Training Enhancement Technologies and Customer and sets forth the terms and conditions that govern certain Training Enhancement Technologies Systems (collectively, the “Services”) provided by Training Enhancement Technologies, its Affiliates, agents, or contractors to Customer – please read carefully. The terms of this Agreement are subject to change after 30 days’ notice is given by Training Enhancement Technologies via its website or other means, and as such the Customer is solely responsible for checking this website for changes to this Agreement. This Agreement will supersede any prior discussions or representations regarding the Services. If there is a conflict between the terms and conditions of this Agreement and an Order, the terms and conditions of the Order will prevail, but only with respect to the Services licensed through that particular Order. The parties agree as follows:

Article 1. Customer’s Use of the Services

1.1 Customer Obligations. Customer may enable access of the Services for use only by Authorized Persons solely for the internal business purposes of Customer in accordance with this Agreement and not for the benefit of any third parties. Customer is responsible for all Authorized Persons’ use of the Services and compliance with this Agreement and the applicable Order(s). Customer shall: (a) have sole responsibility for the accuracy, quality, and legality of all Customer Data that is transmitted or otherwise provided to Training Enhancement Technologies and the means by which Customer acquired Customer Data; (b) ensure that its employees receive any required disclosures and appropriate training concerning the use of the Services; (c) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and notify Training Enhancement Technologies promptly of any such unauthorized access or use; and (d) use the Services(s) only in accordance with this Agreement, the Documentation and the applicable Law. Customer shall not: (i) use the Services in violation of applicable Laws and regulations; (ii) in connection with the Services, send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights. Customer shall be liable for the acts and omissions of all Authorized Persons relating to this Agreement. If Customer installs or enables a third-party application for use with a Training Enhancement Technologies Service, Customer (i) is solely responsible for obtaining and maintaining the license or other rights for its use of the third-party application, and (ii) grants Training Enhancement Technologies permission to allow the provider of that third-party application to access Customer Data as required for the interoperation of the third-party application and the Training Enhancement Technologies Service.

Article 2. Customer Data

2.1 Protection and Security. During the Term of this Agreement, Customer shall establish, implement and maintain commercially reasonable administrative, physical and technical measures that are designed to protect the security and integrity of Customer Data that is provided to Training Enhancement Technologies by Customer, and that are reasonably appropriate to the risks represented by the processing and nature of the provided Customer Data to be protected, and designed to guard against the accidental or unauthorized access, use, loss or disclosure of Customer Data while it is on Training Enhancement Technologies’ network and systems. Customer understands that it has an independent duty to comply with any and all Laws applicable to it in connection with its provision of Customer Data to Training Enhancement Technologies Customer.

2.2 Notification. If either party believes that there has been unauthorized access, use, loss or disclosure of Customer Data while it is on Training Enhancement Technologies’ network and systems, such party must promptly notify the other party. Additionally, each party will reasonably assist the other party in investigating, remediating or mitigating any potential damage, including providing reasonable assistance with respect to any legally required notifications concerning the disclosure or the provision of credit reporting services to such individuals. Each party shall bear the costs of such investigation, remediation, mitigation and/or notification associated with an unauthorized disclosure.

2.3 Liability. In the event that the unauthorized access, use, loss or disclosure of Customer Data was caused by intentional breach of Training Enhancement Technologies’ obligations under this Agreement, Training Enhancement Technologies shall reimburse Customer for its reasonable actual out-of-pocket costs to investigate and/or remediate such disclosure and provide legally required notifications to the affected users, subject to the cap on liability in Article 9. This Section 2.3 states Training Enhancement Technologies’ sole liability for unauthorized access, use, loss or disclosure of Customer Data attributable to Training Enhancement Technologies’ breach of its obligations under this Agreement.

Article 3. Fees and Payment

3.1 Fees and Payment Terms. The Fees shall be set out in each Order. By electing credit card payment and inputting its billing and credit card information into the Training Enhancement Technologies system (via a link sent by Training Enhancement Technologies), Customer’s credit card on file will be charged in advance the annual Fees for the Term (including any agreed-to renewal term), provided that Customer remains responsible for Fees, and upon failure of payment by credit card and notification of same by Training Enhancement Technologies, Training Enhancement Technologies will invoice Customer for the Fees and interest at the monthly rate of 1.5% or lesser maximum allowable, and Customer will pay Training Enhancement Technologies’ invoice within thirty days of Training Enhancement Technologies’ invoice date. All undisputed invoices are due and payable by Customer net 30 days, unless otherwise agreed to by the parties in a signed writing (however, Customer’s payment will not be considered overdue for any unpaid amounts disputed in good faith on an invoice-by-invoice basis.) Training Enhancement Technologies will also invoice Customer (or if applicable, charge Customer’s credit card) at the time Customer adds any enhanced or additional Services. However, if Customer exceeds the usage limitation (i.e. users) set forth in the Order, Training Enhancement Technologies will invoice Customer for the overages in arrears.

3.2 Taxes. Excluding taxes based on Training Enhancement Technologies’ income, Customer is liable for all taxes relating to the Services.

Article 4. Confidentiality
4.1 Confidential Information Defined.
A. “Confidential Information” means all information disclosed by a party (“Discloser”) to the other party (“Recipient”), orally or in writing, designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstance of disclosure. Customer’s Confidential Information includes Customer Data; Training Enhancement Technologies Confidential Information includes the Services, and Confidential Information of each party includes the terms of this Agreement and each Order (including signed order forms or statements of work entered under this Agreement), each party’s proprietary technology and technical information, business processes and technical product information, product plans and designs, issues, and all communication between the Parties regarding the Services.

B. Exclusions. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the other party; (ii) was known to a party prior to its disclosure by the other party without breach of any obligation owed to the other party; (iii) was independently developed by a party without breach of any obligation owed to the other party; (iv) is received from a third party without breach of any obligation owed to the other party; or (v) is Aggregated Data as described further in Section 5.5.

4.2 Confidentiality Obligations. During the course of the parties’ relationship, each party may have access to Confidential Information of the other party. Neither party shall disclose any Confidential Information of the other party, orally or in writing, to any third party without the prior written consent of the other party, except as provided in this Agreement. The parties shall protect each other’s Confidential Information using commercially reasonable administrative, physical and technical safeguards. Neither party shall use the other party’s Confidential Information for any purpose other than lawful performance of this Agreement.

4.3 Disclosure to Third Parties and as Required by Law. Recipient may provide access to and use of Discloser’s Confidential Information only to those third parties that: (a) provide services to Recipient concerning Recipient’s use of Discloser’s Confidential Information; (b) have a need to use and access the Confidential Information; and (c) have agreed to substantially similar non-disclosure obligations as those contained in this Agreement. Recipient shall be responsible for the use by its third parties of the Discloser’s Confidential Information. To the extent Recipient may be required by Law to disclose Confidential Information, Recipient may make such disclosure, provided that Recipient (i) to the extent permitted by Law, notifies Discloser of such requirement prior to disclosure and (ii) makes diligent efforts to avoid and limit disclosure. Notwithstanding Recipient’s conformance with the procedures set forth in the prior sentence, the disclosure required by Law shall not itself cause the information to lose its confidential character unless the information ceases to be Confidential Information as a result of one of the reasons specifically set forth in Section 4.1.B above.

4.4 Injunctive Relief and other Remedies. Each party understands that Confidential Information constitutes valuable business assets of Discloser and its disclosure may irreparably harm Discloser. In the event of breach or threatened breach of obligations pertaining to Confidential Information by Recipient, Discloser shall be entitled to seek injunctive relief. In the event of an unauthorized disclosure of Confidential Information that only includes Customer Data, Customer shall have the sole right to pursue the remedies set forth in Sections 2.2 and 9 of this Agreement. Any other potential remedies related to a breach of this section for Confidential Information that does not include Customer Data are subject to all other provisions in this Agreement.

Article 5. Proprietary Rights

5.1 License Grant. Training Enhancement Technologies hereby grants Customer a non-exclusive, non-transferable, right to use the Services, solely for the business purposes of Customer and solely during the Term, subject to the terms and conditions of this Agreement within scope of use defined in the relevant Order(s). Training Enhancement Technologies further grants to Customer:
A. Solely during the Term, the right to download and use the learning resources or portions thereof in combination with Customer’s (non-Training Enhancement Technologies) learning material, with the express obligation that Customer remove and return or destroy all learning resources upon expiration or termination of the Term; Training Enhancement Technologies may audit Customer’ compliance with this post-Term obligation once annually for the two years following expiration or termination of this Agreement.
5.2 License Restrictions. Customer shall not (i) modify, copy or create any derivative works based on the Services or Documentation; (ii) license, sublicense, sell, resell, rent, lease, offer in a service bureau, or time share the Services; (iii) otherwise make the Services or Documentation available to any third party Authorized Persons; (iv) transfer or assign this Agreement or any Order except as otherwise permitted hereunder; (v) reverse engineer or decompile any portion of the Services or Documentation, including but not limited to, any software utilized by Training Enhancement Technologies in the provision of the Services and Documentation, except to the extent required by Law; (vi) access the Services or Documentation in order to build any commercially available product or service; or (vii) copy any features, functions, integrations, interfaces or graphics of the Services or Documentation.
5.3 Ownership of Customer Data. As between Training Enhancement Technologies and Customer, Customer owns its Customer Data.

5.4 Aggregated Data Use. Without limiting the confidentiality rights and protections set forth in this Agreement, Training Enhancement Technologies owns and has the perpetual right to use for its business and or operating purposes the aggregated and statistical data derived from the operation of the Services, including, without limitation, the number of records in the Services, the number and types of transactions, configurations, and reports processed in the Services and the performance results for the Services (the “Aggregated Data”). Nothing herein shall be construed as prohibiting Training Enhancement Technologies from utilizing the Aggregated Data for purposes of operating Training Enhancement Technologies’ business, provided that Training Enhancement Technologies’ use of Aggregated Data will not reveal the identity, whether directly or indirectly, of any individual or specific data entered by any individual into the Services. In no event does the Aggregated Data include any Customer Confidential Information, Customer Data or any information that personally identifies a specific individual.

Article 6. Term, Termination, Suspension, and Dispute Resolution

6.1 Term. This Agreement shall have a term commencing as of the Effective Date and ending upon expiration or termination of all Orders issued hereunder. Each Order shall have a term commencing on its effective date and, unless otherwise set forth therein or upon its termination, or the termination of this Agreement, shall expire one (1) year after its effective date. Customer’s subscription Term will automatically renew for subsequent 12-month period(s) (each a “Renewal Term”) on the anniversary of the Order’s effective date, unless either party sends the other written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current Term (whether initial or renewal, each is a “Term”.) The annual Fee in the Renewal Term may increase by no more than 10% over that of the previous Term.

6.2 Termination for Default. Either party may terminate this Agreement in its entirety or any specific Order if the other party breaches any material term of these general terms or the applicable Order and does not cure such material breach within forty-five (45) days of receiving a Termination Notice.

6.3 Effect of Expiration or Termination. When this Agreement or any Order expires or is terminated, Customer shall pay all money due to Training Enhancement Technologies for Services rendered up to the expiration or termination date and any payments that may become due pursuant to this Agreement subsequent to such expiration or termination. Customer also agrees to immediately stop using the Services and accessing the software, course library, and Training Enhancement Technologies content upon expiration or termination of the Order(s) and/or Agreement and both parties agree to stop using the Confidential Information of the other party and to return or destroy (at the party’s discretion) all the copies of the other party’s Confidential Information. To the extent the Recipient is required to keep a copy of any of the Discloser’s Confidential Information as required by applicable law, the Recipient shall continue to treat such Discloser’s Confidential Information as Confidential Information in accordance with the terms of this Agreement.

6.4 Dispute Resolution. Prior to instituting formal proceedings, the parties shall attempt to resolve all disputes arising out of or relating to this Agreement informally. To invoke this process a party shall appoint a designated executive and request that the other party do the same. The other party shall make such appointment within five (5) days of receipt of the request. The designated executives shall then have up to thirty (30) days to attempt in good faith to resolve the matter. The informal dispute resolution process shall terminate at the end of the thirty (30) day period unless extended by mutual agreement. Disputes not resolved by informal dispute resolution as provided in this section will be resolved by litigation unless the parties mutually agree to an alternative dispute resolution method such as arbitration.
Nothing in this section shall prevent, or be construed as preventing, a party from (a) instituting formal proceedings to avoid the expiration of any applicable limitations period, or (b) seeking injunctive or other equitable relief in a court of appropriate jurisdiction.
The parties agree that all negotiations pursuant to this section will be confidential and therefore treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions.
Article 7. No Warranties; All Services are provided “AS IS”
7.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRAINING ENHANCEMENT TECHNOLOGIES MAKES NO WARRANTIES OF ANY KIND UNDER THIS AGREEMENT OR APPLICABLE SCHEDULE(S), WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF NONINFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SERVICES ARE PROVIDED “AS IS”. TRAINING ENHANCEMENT TECHNOLOGIES MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE SUITABILITY OR COMPLETENESS OF ANY OF THE SERVICES NOR THAT THE OPERATION OR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.

Article 8. Indemnification

8.1 Indemnification by Customer. Customer will defend Training Enhancement Technologies against any claim, demand, suit or proceeding made or brought against Training Enhancement Technologies by a third party alleging that Customer Data, Customer Content, or Customer’s use of any Service in breach of this Agreement and the applicable Order, infringes or misappropriates such third party’s intellectual property rights (a “ Third Party Intellectual Property Claim Against Training Enhancement Technologies”), and will indemnify Training Enhancement Technologies from any damages, reasonable attorney fees and costs finally awarded by a court of competent jurisdiction against Training Enhancement Technologies as a result of, or for any amounts paid by Training Enhancement Technologies under a court-approved settlement of, a Third Party Intellectual Property Claim Against Training Enhancement Technologies, provided Training Enhancement Technologies (a) promptly gives Customer written notice of the Third Party Intellectual Property Claim Against Training Enhancement Technologies, (b) gives Customer sole control of the defense and settlement of the Third Party Intellectual Property Claim Against Training Enhancement Technologies (except that Customer may not settle any Third Party Intellectual Property Claim Against Training Enhancement Technologies unless it unconditionally releases Training Enhancement Technologies of all liability), and (c) gives Customer all reasonable assistance, at Customer’s expense.

8.2 Entire Indemnification. This Article 8 sets forth each party’s liability and the other party’s sole and exclusive remedy for indemnification related to a Third Party Intellectual Property Claim Against Customer or a Third Party Intellectual Property Claim Against Training Enhancement Technologies.

Article 9. Limitation of Liability
9.1 Direct Damages. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, A PARTY’S AGGREGATE MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT FOR THE TWELVE MONTHS PRIOR TO THE DATE SUCH CAUSE OF ACTION FIRST AROSE (“FEE EXPOSURE”), EXCEPT THAT THE DOLLAR LIMIT IN THIS SECTION 9.1 WILL NOT APPLY TO DAMAGES ARISING FROM: (I) A PARTY’S EXPRESS INDEMNIFICATION OBLIGATIONS IN ARTICLE 8, WHICH SHALL BE CAPPED AT TWO TIMES THE FEE EXPOSURE; OR (II) EXPRESS OBLIGATIONS UNDER SECTION 2.2 RELATED TO THE UNAUTHORIZED DISCLOSURE OF CUSTOMER DATA, WHICH SHALL BE CAPPED AT TWO TIMES THE FEE EXPOSURE. THE ABOVE LIMITATIONS WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER ARTICLE 3.

9.2 Exclusion of Consequential and Related Damages. EXCEPT TO THE EXTENT THAT THE DAMAGES OR COSTS SET FORTH IMMEDIATELY ABOVE IN SECTIONS 9.1(I) AND 9.1(II) ARE DEEMED CONSEQUENTIAL OR INCIDENTAL DAMAGES, NEITHER PARTY (INCLUDING IN THE CASE OF TRAINING ENHANCEMENT TECHNOLOGIES, ANY OF ITS SUPPLIERS OR THIRD PARTY LICENSORS) SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, RELIANCE, EXEMPLARY, LOST PROFITS OR REVENUES, COVER OR PUNITIVE DAMAGES, HOWEVER ARISING AND EVEN IF THE PARTY AGAINST WHOM THE CLAIM IS MADE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3 Essential Elements of Agreement. THE FOREGOING LIMITATIONS OF LIABILITY AND DISCLAIMERS OF DAMAGES APPLY REGARDLESS OF THE FORM IN WHICH AN ACTION (LEGAL, EQUITABLE OR OTHERWISE) IS BROUGHT, WHETHER IN CONTRACT, TORT, OR OTHERWISE. THE LIMITATIONS OF LIABILITIES, DISCLAIMERS OF WARRANTIES, EXCLUSIVITY OF REMEDIES, AND OTHER LIMITATIONS SET FORTH HEREIN ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES (WITHOUT WHICH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WOULD NOT OCCUR) AND WILL APPLY EVEN IF A REMEDY FAILS IN ITS ESSENTIAL PURPOSE.

Article 10. Miscellaneous

10.1 Notices. All notices required or permitted by this Agreement shall be in writing and delivered by personal delivery, express courier, or certified or registered mail, and shall be effective upon delivery. Notices will be sent to a party at its contact (and to the attention of each party’s general manager) at the address set forth in this Agreement, or such other address as either party may indicate by at least ten (10) days prior written notice to the other party.
All notices to Training Enhancement Technologies should be sent to:
Training Enhancement Technologies

10.2 Assignment. Neither party shall assign or transfer any of its rights or delegate any of its duties under this Agreement, whether by operation of law, as a result of a change of control or otherwise, without the other party’s prior written consent, which consent the other party shall not unreasonably withhold, delay or condition, and any purported assignment or transfer shall be null and void. Notwithstanding the above, either party may assign the Agreement as part of a general assignment to a successor-in-interest who is not a direct competitor of the non-assigning party without the other party’s prior written consent.

10.3 Survivability. The terms of this Agreement, which by their nature one would reasonably intend to survive this Agreement shall survive it, including terms addressing fees (Article 3), confidentiality (Article 4), ownership (Article 5), termination (Article 6), representations and warranties (Article 7), indemnity (Article 8), limitation of liability (Article 9), and the applicable miscellaneous sections in Article 10.

10.4 Law and Jurisdiction. Maryland law shall govern this Agreement, excluding its conflict of laws provisions. The federal and state courts in the Northern District of Maryland shall have exclusive jurisdiction with respect to any action arising out of, relating to or in any way connected with this Agreement, its negotiation or termination, or the Services.

10.5 Article and Section Headings. The Article and Section headings herein are provided for convenience only and have no substantive effect on the construction of this Agreement.

10.6 Force Majeure. Except for Customer’s obligation to pay Training Enhancement Technologies or to assume obligations for taxes, neither party shall be liable for any failure to perform due to causes beyond its reasonable control, such as war, terrorism, civil commotion, Internet service interruptions or slowdowns, vandalism or “hacker” attacks, or governmental demands or requirements.

10.7 Not for Use in High Risk Activities. Customer acknowledges that the Services are not designed or intended for use in high-risk activities including, without limiting the generality of the foregoing, in any direct or active operations of any equipment in any nuclear, aviation, mass transit, or medical applications, or in any other inherently dangerous operation.

10.8 Severability. If any provision of this Agreement is held to be unenforceable, this Agreement shall be construed without such provision.

10.9 Waivers. The failure by a party to exercise or enforce any right hereunder shall not operate as a waiver of such party’s right to exercise or enforce such right or any other right in the future.

10.10 Publicity. Training Enhancement Technologies may add Customer’s name and logo to Training Enhancement Technologies’ published list of customers so as long as Customer continues to be a subscriber of the Services. Customer also agrees that after signing up for Services, Training Enhancement Technologies may immediately issue a generic press release which announces that a deal has been executed by the parties. The text below is an acceptable form of such announcement
“Baltimore, Maryland, _________, Training Enhancement Technologies announced today that (Customer) selected (Services) from Training Enhancement Technologies. The agreement was completed in the (quarter and year).”
10.11 Modifications, Additional Terms, Entire Agreement, Amendment. No purchase order or other document that purports to modify or supplement this Agreement shall add to or vary the terms of this Agreement. All proposed variations or additions, whether submitted by Training Enhancement Technologies or Customer, are objected to and deemed immaterial unless otherwise agreed to in a writing signed by both parties. This Agreement constitutes the entire agreement and understanding between the parties concerning Customer’s access to the Services and may not be modified by custom or usage. This Agreement replaces and supersedes all prior oral or written understandings, communications and representations between the parties with respect to the Services. This Agreement may be amended only by a written document executed by a duly authorized representative of each of the parties.

Article 11. Definitions

“Authorized Persons” means an individual or entity that is authorized by Customer to use the Services. Authorized Persons may include, for example, Customer’s employees. Authorized Persons exclude competitors of Training Enhancement Technologies.

“Confidential Information” has the definition provided in Section 4.1.

“Content” means courseware content that is created or viewed within a learning management system (including, without limitation, artwork, images, text, audio, video, messaging, Internet links, software and other related creative elements and works of authorship).

“Customer Content” means courses proprietary to Customer or a third party that Customer creates, launches or administers.

“Customer Data” means the electronic data or information submitted by Customer or Authorized Persons to the Services.

“Discloser” has the definition provided in Section 4.1.A.

“Documentation” means the published user manuals, whether in print or electronic form, or on-line help functions for each Service, as updated from time to time.

“Law” means any local, state, national and/or foreign law, treaties, and/or regulations applicable to a respective party.

“Learning Resources” means (other-than subscribed course) items that Customer may download from the course library, or that Training Enhancement Technologies may otherwise provide, such as ancillary learning material like workbooks, graphics, or course-completion promotional collateral that Customer may use pursuant to this Agreement to supplement subscribed courses in its internal curriculum to its learners.

“Fee” means the fee Training Enhancement Technologies charges to Customer for the Services that is detailed in each Order.

“Recipient” has the definition provided in Section 4.1.A.

“Schedule” means any of the so-titled documents, along with all of its exhibits and attachments, which is issued pursuant to or refer to this Agreement and is executed by both Customer and Training Enhancement Technologies. The term “Order” in this Agreement includes any such Schedule.

“Services” means the Services and Training Enhancement Technologies Content provided by Training Enhancement Technologies to Customer under an Order.

“Term” means the duration of Customer’s subscription to the Service as set forth in the Order.

“Termination Notice” means prior written notice (consistent with Section 10.1) by one party to the other of the intent to terminate the Services under any or all Orders.