Terms and IP

Terms of Use, Intellectual Property, and Services Agreement

  1. Terms
    1. By accessing this Program, you are agreeing to be bound by these Terms of Use, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this Program are protected by applicable copyright and trademark law.
  2. Use License
    1. Permission is granted to temporarily download one copy of any downloadable materials on the Program's website for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:
      1. modify or copy the materials;
      2. use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
      3. attempt to decompile or reverse engineer any software contained on the Program's web site;
      4. remove any copyright or other proprietary notations from the materials; or
      5. transfer the materials to another person or 'mirror' the materials on any other server.
    2. This license shall automatically terminate if you violate any of these restrictions and may be terminated by Company at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.
  3. Disclaimer
    1. The materials on the Program's website are provided 'as is'. The Program makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, the Program does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its website or otherwise relating to such materials or on any sites linked to this site.
  4. Limitations
    1. In no event shall the Program be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption) arising out of the use or inability to use the materials on the Program's website, even if the Program or an authorized of the Program has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.
  5. Revisions and Errata
    1. The materials appearing on the Program's website may include technical, typographical, or photographic errors. The Program does not warrant that any of the materials on its web site are accurate, complete, or current. The Program may make changes to the materials contained on its web site at any time without notice. The Program does not, however, make any commitment to update the materials.
  6. Links
    1. The Program has not reviewed all of the sites linked to its website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by the Program of the site. Use of any such linked website is at the user's own risk.
  7. Site Terms of Use Modifications
    1. The Program may revise these Terms of Use for its website at any time without notice. By using this website you are agreeing to be bound by the then current version of these Terms of Use.
  8. INDEPENDENT SERVICES
    1. Scope of Services. Company agrees, pursuant to the terms herein, to provide software for training services and certain training services delivered via Company’s website.
    2. Fees
      1. Fees. As consideration for Services to be rendered by Company under this Agreement, Customer shall pay to Company the “Fees” for the Services as set forth on the subscription page. The Monthly Fee shall be paid by Customer to Company regardless of the number of Service hours provided by Company each month.
    3. Definitions. Unless otherwise defined elsewhere in this Agreement:
      1. “Business of the Company” means the business of: (a) providing brokerage consulting services and related software services and training programs; (b) any specific Services or deliverables set forth in this Agreement or applicable SOW; and (c) such other products and services as the Company may develop or actively engage in during Customer’s relationship with the Company.
      2. “Company Materials” means collectively and without limitation, all Software, customized materials, training programs, marketing collateral, together with all printed materials, media content, discoveries, ideas, developments, concepts, know-how, show-how, inventions, improvements, brochures, books, magazines, newsletters, flyers, posters, speaking materials, handouts, presentation slides, syllabi, course packets, notes, diagrams, charts, teachings, interviews, photos, videos, webcasts, blogs, internet advertisements, web sites, web content, multimedia productions, audio content, audiovisual content, video content, written content, and other tangible or intangible content, together with any of the Company’s or any of its representatives’ and instructors’ name, image, likeness, publicity or other information, in any and all forms of media whatsoever, whether digital, written, audio, video, live presentations or performances, or otherwise, whether now existing or hereinafter created, and other related content relating to or arising out of the Business of the Company or the Services.
      3. “Confidential Information” means any and all proprietary or confidential information relating to the Business of the Company or Company Materials, whether designated as confidential or not, and includes the proprietary information and intellectual property of third parties that Company is required to keep confidential.
      4. “IP Rights” means without limitation, the Company’s rights, title and interest, whether statutory, common law or otherwise in and to any and all Company Materials, including, without limitation, and whether or not registered, all copyrights, trademarks, service marks, patent rights, trade secrets, moral and integrity rights, rights of attribution, personal rights, privacy rights, and any other proprietary rights or other intellectual property rights associated therewith, whether now existing or hereinafter created.
      5. “Software” means, without limitation, all software, object and source code, development tools, programs, libraries, basic support services, support materials, documentation, associated components and accompanying features available or provided by Company, whether cloud-based or otherwise, pursuant to this Agreement.
    4. Control of IP Rights; Grant of License.
      1. Company Materials.Customer agrees that Company reserves and maintains all right, title and interest in and to any and all Company Materials and Confidential Information, together with any and all IP Rights related thereto, subject to the terms and conditions of this Agreement. Company expressly reserves all moral rights, attribution rights and integrity rights of any kind associated with the Company Materials, and any live performance or distribution thereof.
      2. Customer License; Company Derivative License.Upon execution of this Agreement, and subject to payment in full of all Fees due and payable to Company under this Agreement, Company hereby grants Customer a revocable non-transferable, non-assignable, non-exclusive, non-sublicensable, non-commercial, royalty-free, limited license to use the Company Materials (excluding Software, which is separately licensed, below) to create, reproduce, and disseminate derivative works of Company Materials internally to its employees and personnel (collectively, the “Customer License”). For the avoidance of doubt, unless otherwise stated expressly otherwise in the SOW, the Customer License does not allow for Customer’s external use of any Company Materials. To the extent Customer creates derivative works pursuant to the Customer License, Customer agrees that it shall promptly notify the Company thereof in writing and automatically, without further action, hereby grants Company an unlimited, worldwide, irrevocable, assignable, sub-licensable, transferrable, perpetual, commercial, royalty-free license to use, sell, execute, reproduce, display, distribute, perform, and teach any and all of the Customer’s derivative works, and make further derivative works thereof (the “Company Derivative License”).
      3. License Terms.In connection with the Customer License, Customer agrees to reproduce and maintain any and all copyright notices, trademarks and service marks on any and all Company Materials, and further agrees that Company maintains all moral rights, integrity rights and attribution rights of any Company Materials used in connection with the Customer License and the creation of derivative works thereunder. Customer shall attribute all Customer derivative works to Company.
      4. Use of Printed Materials. All deliverables provided by the Company containing any “Company Materials” are provided for the sole purpose of educating the attendees of the Live Engagement and Customer’s internal personnel. Customer acknowledges that any Company Materials furnished by the Company hereunder shall be for Customer’s internal business use and possession only, and shall not be copied, excerpted, disseminated, republished, reprinted, transferred or sold to any third party in any form without prior written authorization by Company.
      5. Promotion of Name; Use of Marks. Customer hereto grants to the Company a worldwide, revocable, non-transferable, non-assignable, non-exclusive, non-sublicensable, royalty-free, limited license to use the Customer’s name and/or trademarks in connection with Company advertising, marketing or other promotional efforts or materials directly associated with the Services of Company.
    5. Trademark License.
      1. Limited License. In exchange for the full and complete payment of all Fees due hereunder, Company hereby grants to Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable, non-devisable, worldwide, royalty-free license to use the name, logo, slogan and/or trademark “Work Hard. Be Nice.” in conjunction with Customer’s business during Company’s performance of the Service (the “Trademark License”). Such Trademark License and the rights granted herein shall continue until the termination of this Agreement for any reason. Company hereby reserves any and all rights not expressly and explicitly granted in this Agreement, including Company’s right to authorize or license use of the name, logo, slogan and/or trademark “Work Hard. Be Nice.” or any other trademarks or names containing “Work Hard. Be Nice.” or any modification or variation thereof, to any third party for use in connection with any goods and services.
      2. Proper Use.Customer agrees that all use of the name and/or trademark “Work Hard. Be Nice.” or any modification or variation thereof, shall be in strict compliance with this Agreement.Customer may use the name, logo and/or trademark “Work Hard. Be Nice.” only in connection with the Services provided by Company herein.Customer agrees not to use any other name or trademark or service mark in connection with the name and/or trademark “Work Hard. Be Nice.” or any variation or modification thereof.Customer has no right to sublicense, transfer, translate or assign the use of the name and/or trademark “Work Hard. Be Nice.” or any variation or modification thereof, for any other purpose.Customer may not use the name and/or trademark “Work Hard. Be Nice.” or any variation or modification thereof in connection with, or for the benefit of, any third party’s products or services.Customer further agrees not to use the name and/or trademark “Work Hard. Be Nice.” or any variation or modification thereof, on or in connection with any products or services that are or could be deemed by Company, in its reasonable judgment, to be obscene, pornographic, disparaging of Company or its products or services, or otherwise in poor taste, or that are themselves unlawful or whose purpose is to encourage unlawful activities by others.
      3. Quality Standards.Customer agrees to maintain a consistent level of quality of service in connection with the name, slogan, logo and/or trademark “Work Hard. Be Nice.” substantially equal to that found in Company’s existing services.Customer further agrees to maintain a level of quality in connection with its use of the names, logo, slogan and/or trademarks “Work Hard. Be Nice.” that is consistent with general industry standards.
      4. Monitoring by Company.Customer acknowledges that Company has no further obligations under this Agreement with respect to the Trademark License, other than the right to periodically monitor Customer’s use of the name, slogan, logo and/or trademark “Work Hard. Be Nice.” or any variation or modification thereof, in conjunction with Customer’s business.Upon request by Company, Customer shall provide Company with representative samples of each such use prior to the time the name, slogan, logo and/or trademark “Work Hard. Be Nice.” or any variation or modification thereof is utilized.If Company determines that Customer is using the name, slogan, logo and/or trademark “Work Hard. Be Nice.” or any variation or modification thereof improperly and/or in a manner that does not meet the standards set forth in this Agreement, Company shall notify Customer and Customer shall remedy the improper use within five (5) business days following receipt of such notice by Company.
      5. Indemnification.Customer shall indemnify and hold harmless Company, its subsidiaries, affiliates or assignees, their members, managers, employees and agents and defend at its sole expense any action brought against the same with respect to any claim, demand, cause of action, debt or liability, including attorneys’ fees, to the extent that it is based upon Customer’s use of the name, slogan, logo and/or trademark “Work Hard. Be Nice.” or any modification thereof.
    6. Software License.The following terms and conditions apply to the Software License granted hereunder.
      1. License.Subject to Customer’s timely payment of all applicable Fees, and full and continued compliance with this Agreement, the Company hereby grants to the Customer a limited, revocable, non-exclusive, non-transferrable, non-assignable, non-sublicensable license for each of the named or designated agents set forth on the applicable SOW, to concurrently use and run one instance of the Software (including accompanying features and updates) on one internal Customer computer or virtual machine (Per Concurrency) during the Term in connection with Company’s Services to the Customer (the “Software License”). “Per Concurrency” refers to the number of individual or single concurrent users that may access (or concurrent instances of access) and use the Software provided under the Software License.
      2. No Sale.The Customer’s access to and use of the Software is pursuant to the applicable Licenses described in this Agreement.The Customer acknowledges and agrees that their access to and use of Software does not constitute any form of sale.No conduct, acts or omissions of either Customer or the Company shall be construed as altering the terms or conditions of any Licenses granted herein, or creating any form of transfer or sale.The Company expressly reserves all rights, title and interest in and to Software and all related functionality.
      3. Features and Updates.The Software License shall extend to any updates, modifications and additional functionality provided by the Company during the Term.
      4. Use for Professional Services.The Software License granted herein permits Customer to utilize Software for the limited purpose of running one instance of the Software at a time in connection with the Services. Customer is restricted to performing one single run of the Software per agent listed on the applicable SOW.
      5. Limited Use.Customer may only use the Software on computer(s) (Per Concurrence) within the Customer’s Internal Network only pursuant to the Software License.Company shall have no right to download the Software. The total number of concurrent users or instances of access able to use the Software on such computer(s) may not exceed the number of agents of the Customer as set forth on the applicable SOW.By way of example, the foregoing does not permit the Customer to install or access (either directly or through commands, data or instructions) the Software: (i) from or to a computer not part of the Customer’s Internal Network or a network under its control; (ii) from services available to the public; or (iii) to transfer to any individual or entity to use, download, copy or otherwise benefit from the functionality of Software unless licensed to do so by the Company. “Internal Networks” refer to the Customer’s internal networks and cloud service providers (internal use only).
      6. Third-Party Online Services. Software may rely upon or facilitate Customer’s access to websites maintained by the Company, or its affiliates or other third parties offering goods, content, information, software and services (collectively, "Online Services").Customer’s access or use of Online Services is governed by the applicable terms of use, disclaimers, notices and privacy policies found on such sites or otherwise associated with such services, as they may be amended and updated from time to time.The Company does not control or endorse Online Services offered by third parties, and shall have no responsibility or liability therefor.Any dealings between the Customer and any third party in connection with a website or Online Services, including delivery of and payment for goods and services and any other terms, conditions, warranties or representations associated with such dealings, are solely between Customer and such third party
      7. Automatic Internet Connection; Privacy.Customer acknowledges and agrees that the Software may cause the computer to automatically connect to the Internet to check for software updates available for automatic download to end-user’s computer and to notify the Company servers that Software was successfully installed.Only non-personal identifying information is transmitted to the Company when this happens.
      8. Restrictions on Use.The following terms and conditions apply to the Software License granted herein:
        1. General Prohibitions.Customer is expressly prohibited from: (a) using Software in violation of the limited Software License granted herein; (b) using Software in any negligent manner, or in connection with any illegal activity or intentional misconduct; (c) from using Software to damage or harm any third party, Customer or network; (d) from using Software outside the Term or the limitations set forth in the applicable SOW or this Agreement; (e) from offering Software or any form of SaaS (Software as a Service) services to any third party; (f) from using any component of Software without a valid License from the Company; or (g) using Software in the production of libelous, defamatory, fraudulent, lewd, obscene or pornographic material, or any material that infringes upon any third-party intellectual property rights or in any otherwise unlawful manner.
        2. Copyright and Trademark Notices.All copies of Software and related documentation, and other items made available by the Company or in the Customer’s possession or control must contain the same copyright, trademark, patent, and other proprietary notices that appear therein, as applicable.
        3. No Reverse Engineering; Modifications; Derivatives.Customer hereby agrees NOT to reverse engineer, decompile, disassemble or otherwise attempt to discover the source or object code of any Software or their respective component parts provided by the Company except to the extent that Customer may be expressly permitted under applicable law to decompile only in order to achieve interoperability with authorized software.Further, Customer shall not, either directly or indirectly alter, revise, modify, enhance, customize or otherwise change or modify any Software or any part or component thereof, or create any derivative work therefrom.
        4. No Unbundling. The Software provided by the Company may include various applications, utilities and component parts, may support multiple platforms and languages, and may be provided to the Customer on multiple media or in multiple copies.Notwithstanding the foregoing, any Software provided to Customer from time to time hereunder collectively constitute a single, unified product to be used as a single, unified product on internal computers as permitted by this Agreement.Customer is not required to use all component parts of the Software.Customer is not permitted to unbundle the component parts of the Software for use on different computers without express permission.Customer shall not unbundle or repackage for resale any Software or their respective component parts, including any additional functionality provided with future updates, support services, or otherwise made available.
        5. No Transfers Permitted.Customer will not rent, lease, sell, sublicense, assign, distribute, encumber or otherwise transfer any Software, in any form, or authorize or make copies available to another individual or entity.
    7. Confidential Information. Any and all Company Confidential Information, whether conveyed orally or in writing, shall be maintained as strictly confidential by Customer and its representatives, employees, brokers, contractors, successors and assigns.Customer agrees that neither Customer nor anyone under Customer’s control or direction will disclose to any third party any Confidential Information it obtains from Company hereunder. Notwithstanding anything to the contrary herein, Customer and its personnel shall be free to use, disclose and employ their general skills, know-how, expertise, any generalized ideas, concepts, methods, or techniques gained or learned during the course of Company’s Services, so long as they acquire and apply such information without any unauthorized disclosure or use of Company’s Confidential Information.
      1. Customer acknowledges and agrees that the Company’s Confidential Information includes information from which the Company derives independent financial benefit and has taken reasonable measures to keep secret and, as a result, constitutes a trade secret pursuant to the Uniform Trade Secrets Act, as adopted in Washington, RCW 19.108 et seq. (“UTSA”), and that any use of such Confidential Information in violation of any portion of this Agreement would constitute a misappropriation under the UTSA, for which the Company would be entitled to immediate injunctive relief.The existence of either party’s right to injunctive relief shall not preclude such party from pursuing any other rights and remedies at law or in equity that such party may have, including recovery of damages.
    8. Non-Solicitation.During Company’s performance of the Services and for a period of twenty-four (24) months after the voluntary or involuntary termination of Company’s Services, Customer shall not disrupt, damage, impair or interfere with the business of the Company by directly or indirectly soliciting the Company’s employees, vendors or contractors for the direct or indirect benefit of Customer or any other person, business or entity then in competition with the Customer, or solicit or encourage any employee or contractor of the Company to terminate or reduce their employment or cease their services with the Company.
    9. Term; Termination. The term of this Agreement shall extend for one (1) month from the Effective Date, unless modified by the applicable SOW, and shall automatically renew for successive one (1) month periods thereafter until terminated by either party via written notice received by the other party no less than thirty (30) days’ prior to the commencement of the renewal term (collectively, the “Term”), subject to the following:
      1. Customer may terminate this Agreement at any time within thirty (30) days of the Effective Date by written notice to Company stating, in detail, the reasons for Customer’s decision to terminate the Agreement. All Fees due and payable to Company through the date of Customer’s termination pursuant to this section shall be paid to Company and shall be non-refundable.
      2. Company may terminate this Agreement (and any SOW) at any time, with or without cause, upon no less than thirty (30) days’ written notice to the Customer.
      3. Company may terminate this Agreement and any SOW effective immediately upon breach by Customer and shall have all remedies available to it under any and all applicable laws as a result of such breach.
      4. Upon termination or expiration of this Agreement, Customer shall immediately assemble all copies of Company Materials and Confidential Information and other materials related in any way to the Services hereunder, and shall, within five (5) business days, deliver such items to Company or otherwise hold them for disposition at Company’s instruction.All such licenses and rights granted herein (including without limitation the Software License, Customer License and the Trademark License), but excluding the Company Derivative License, shall automatically and irrevocably terminate upon the termination of this Agreement.
      5. Upon termination of this Agreement for any reason, Company shall be entitled, as full compensation for any work performed and for any and all rights transferred pursuant to this Agreement, to keep any payments and Fees already received by Company for work completed hereunder and to be paid for work performed, on a pro-rata basis, for which payment of Fees has not been made.
    10. Independent Contractor Relationship. This Agreement is intended to create an independent contractor relationship between the Parties.Nothing contained herein shall be construed to: (i) give either Party the power to direct or control the day-to-day activities of the other; (ii) constitute the Parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking; or (iii) allow either Party to create or assume any obligation on behalf of the other Party for any purpose whatsoever, including, without limitation, representations, contractual obligations, or obligations based on warranties or guarantees.The Company shall have and retain sole and exclusive control over the time, place and manner in which it performs the Services.
    11. No Warranties. All Services, Software and any Company Materials provided under this Agreement, any SOW are provided “as-is,” “where-is” and “with all faults.” THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND THE COMPANY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION ANY WARRANTY OF QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY RELATED TO ANY COMPANY MATERIALS, ANY SOFTWARE, OR THE SERVICES.
    12. Limitation of Liability. The obligations of Company under this Agreement do not constitute personal obligations of the individual managers, members, owners, directors, officers or affiliates of Company, and Customer shall not seek recourse against the same for satisfaction of any liability with respect to this Agreement
    13. Company, its members, managers, agents and affiliates shall not be liable for injury to Customer’s business or loss of income therefrom, or for any INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE damages, expenses, losses, or injurIES which may be sustained by any person, or property of Customer, its employees, invitees, customers, agents, REPRESENTATIVES or contractors IN CONNECTION WITH THE performance of the Services, CUSTOMER’S USE OF ANY COMPANY MATERIALS, ANY SOFTWARE OR ANY OTHER USE OF the MATERIALS SET FORTH HEREIN.
    14. Entire Agreement; Conflicts; Assignability.This Agreement and any attachments and exhibits hereto collectively represent the full, final and comprehensive agreement and understanding of the Parties and any modification thereof shall not be effective unless contained in writing and signed by both Parties. Neither Party shall assign this Agreement without the written consent of the other Party.
    15. State Law; Venue; Attorneys’ Fees.This Agreement will be exclusively governed and interpreted by the laws of the state of Washington, without reference or regard to Washington’s conflict of laws provisions.The Parties hereby irrevocably and unconditionally agree to submit any legal action or proceeding relating to this Agreement or arising out of the relationship of the Parties to the non-exclusive general jurisdiction of the courts of the state of Washington located in King County and the courts of the United States located in the Western District of Washington and, in any such action or proceeding, consent to jurisdiction in such courts and waive any objection to the venue in any such court. If any suit or action is instituted in connection with any controversy arising out of this Agreement or to enforce any rights hereunder, the substantially prevailing Party, as determined by the adjudicator in the suit or action, shall be entitled to recover, in addition to costs, such sums as the court may find reasonable as attorneys’ fees, including litigation expenses and costs, and such similar sums incurred on any appeal.
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