UNIVERSAL LICENCE AGREEMENT


1. ACCEPTANCE: By checking the box next to “I agree to the UNIVERSAL LICENCE AGREEMENT” or by accessing or using after viewing this license any of the web-based training services ("Services") listed below which you have selected, you are agreeing to the terms of this Universal License Agreement ("Agreement"). Please read this Agreement carefully. If you do not accept the following terms, to not check the box and you will not be permitted access to any of the Services. 

This is an Agreement between you, either individually or as an authorized representative of a single company, institution or entity, and Mindleaders.com, Inc. ("Licensor") relating to access to those Services purchased by you. This Agreement goes into full effect (the "Effective Date") after you have accepted the terms of this Agreement. Only those terms set forth in this Agreement related to the Services purchased by you shall be applicable to you. 

2. TERM: The term of this Agreement shall commence on the Effective Date and shall continue for a term ("Term") of one (1) year. Once the Term ends, this license will automatically terminate and you will no longer have access to the Services. 

3. TITLE: Licensor or its suppliers are the exclusive owners of the Services. Title to the Services, or any copy, modification or merged portion of the Services, shall at all times remain with Licensor. 

4. SUBSCRIPTIONS: A "Subscription" is the right for a single natural person to access and use the Services. The number of Subscriptions authorized under this Agreement ("Licensed Subscriptions") is equal to the number of unique Identification Numbers issued to you by Licensor. Each Licensed Subscription (and its associated Identification Number) can be assigned to only one person at a time, and is not transferable from one individual to another except when an individual terminates employment with you. Only persons to whom Licensed Subscriptions (and associated Identification Numbers) are assigned can access and use the Services. You may assign Licensed Subscriptions (and associated Identification Numbers) only to your employees or paid consultants or agents (for use in conjunction with the work performed by such consultants or agents for you). 

5. LICENSE: For each Licensed Subscription, Licensor grants to you, only for your internal business purposes, a temporary, non-exclusive, non-transferable license to access those of the following Services purchased by you, which are more fully described below: 

     (a) Licensed Courseware and Products. You are hereby granted the right to access and use the MindLeaders Courses, other Products and the Business Skills Video Courses which you have selected at Internet URLs specified by Licensor from time to time. The MindLeaders Courses, Products and the Business Skills Video Courses are sometimes referred to herein collectively as the "Course(s)". Plug-ins and other executable files downloaded to you when you display the Course(s) may be used following the end of the Term, but only for the use of the person to which the Licensed Subscription was assigned as of the end of the license term, and then only if that person remains in your employ. 

6. RESTRICTIONS: You may not: (a) sublicense, assign, transfer, distribute or rent the Services; (b) use, copy or modify the Services, in whole or in part, except as expressly permitted in this Agreement; (c) permit access to the Services by more persons than the number of Licensed Subscriptions; (d) transfer a Subscription (and associated Identification Number) from one individual to another (except upon a termination of employment) or permit persons other than the individuals to whom Subscriptions ( and Identification Numbers) have been assigned to access the Services; (e) take any action designed to unlock or bypass any restrictions on number of users or access to the Services; or (d) access any of the Services after the end of the license term. There are no implied licenses. You agree not to exceed the scope of the licenses granted herein. 

7. INSTANT MENTORING: If you are licensed for the Instant Mentoring Service, the following terms apply to your use of Instant Mentoring Services: 

     (a) Licensor's Instant Mentoring Services consist of certain online support provided to you through the Internet via Licensor's web site. Online support will be provided through designated dialog window and message boards established for one or more series of MindLeaders Courses. You will be presented a dialog window when accessing a MindLeaders Course(s) through the Internet. Subject to the limitations set forth below, each dialog window generally will be monitored by an online mentor. Each dialog window will allow you to communicate with the online mentor and other end users participating in the designated dialog window. You may submit subject matter questions to the online mentor through the dialog window or post questions directly to the message board. Online mentors will use commercially reasonable good faith efforts to respond to appropriate subject matter questions submitted by you. Questions that cannot be resolved online, or that are submitted through the message board, will be referred to subject matter experts for resolution offline. Answers to questions resolved offline will be posted to the appropriate message board. Licensor will use its commercially reasonable good faith efforts to post, on the appropriate message board, responses to all questions that cannot be resolved online or that are submitted through a message board. Offline resolution times will generally range from twenty-four (24) to forty-eight (48) hours of the receipt of the question. 

     (b) Subject to the limitations provided herein, the Instant Mentoring Services generally will be available 24 hours per day, seven days per week. Except for scheduled down time, dialog windows will be available 24 hours per day to permit communication among end users participating in the dialog windows. Online mentors will not be available during certain times or under the following circumstances: (i) during one or more shifts on recognized public holidays in the United States, the United Kingdom and Singapore; (ii) during the holiday period commencing on December 24 and ending on the first business day in January; (iii) during non-business hours in the United States with respect to certain less popular MindLeader's Course(s); (iv) with respect to certain MindLeaders Course(s) where providing substantive responses may constitute the unauthorized practice of law, medicine or other profession which is regulated by a state or states; and (v) with respect to selected older versions of some MindLeaders Course(s). 

     (c) Licensor reserves the right to establish, from time to time, Rules of Conduct that will govern all postings, inquiries, questions and other material of any sort submitted through a dialog window or posted to a message board. Such Rules of Conduct, if and when established, shall be posted on a designated Licensor website or will otherwise be made available to you for your review. 

     (d) Instant Mentoring Services are provided by Licensor through a contract with a third party provider and are provided on a best endeavors basis. Neither Licensor nor its third party provider shall have any liability whatsoever with respect to the Instant Mentoring Services. 

     (e) Instant Mentoring Services are available only in English. 

8. CHARGES AND PAYMENT: You agree to pay all charges for your use of the Services in the currency in which the charges are billed and at the prices displayed to you as of your selection of the Services. All charges are exclusive of value added, sales or other taxes, which you agree to pay. Payment must be made by debit or credit card designated by you for Licensor's use during the Services registration process, and access charges are payable on the Effective Date. If payment is not received by Licensor from the card issuer or its agents, you agree to pay all amounts due upon demand of Licensor. Your card issuer's agreement governs your use of your designated card, and you must refer to that agreement and not this Agreement with respect to your rights and liabilities as a cardholder. 

9. EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN THE SERVICES AND THEIR CONTENT ARE PROVIDED "AS IS" AND THERE ARE NO WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE) FOR THE SERVICES. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, NONINFRINGEMENT, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU, THE USER. LICENSOR AND LICENSOR'S DIRECT AND INDIRECT SUPPLIERS DISCLAIM ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY OR FITNESS FOR ANY PURPOSE, PARTICULAR, SPECIFIC OR OTHERWISE, OR NONINFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS. THESE DISCLAIMERS CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. 

Licensor does not warrant that the functions contained in the Services will meet your requirements or expectations or that the operation of the Services will be entirely error free. 

10. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR LICENSOR'S DIRECT OR INDIRECT SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES, EVEN IF LICENSOR HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS OF LIABILITY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR CONSUMER PRODUCTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. 

11. TERMINATION: Upon the violation of any of the provisions of this Agreement, your right to access the Services shall automatically terminate. 

12. EXPORT LIMITATIONS: None of the Services or underlying information or technology may be displayed, downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By agreeing to the terms of this Agreement, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list. 

13. GOVERNMENT USERS: This Agreement defines the rights of any United States Government user to the Services, except where contrary to law. In the event applicable law does not permit this license to define the rights of United States Government users, the Services are provided with RESTRICTED RIGHTS, and use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph (a) (14) of the Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation clause DFARS 252.227-7014 (JUN 1995), or subparagraphs (c) (1) and (2) of the Commercial Computer Software Restricted Rights clause, FAR 52.227-19 (JUN 1987). The Manufacturer is MindLeaders.com, Inc. 

14. GENERAL: If any provision of this Agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement shall be governed by the local laws of the State of Ohio, United States of America, applicable to contracts performed entirely in that state. 

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND, BY CHECKING THE BOX NEXT TO “I AGREE TO THE UNIVERSAL LICENCE AGREEMENT” YOU INDICATE YOUR ACCEPTANCE OF ITS TERMS AND CONDITIONS. YOU ALSO AGREE THAT THIS IS THE COMPLETE AGREEMENT BETWEEN YOU AND LICENSOR AND IT SUPERSEDES ANY OTHER INFORMATION YOU MAY HAVE RECEIVED RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. 

If you agree to the terms of the license, indicate your agreement by checking the box to the left of “I agree to the UNIVERSAL LICENCE AGREEMENT”. If you do not agree to the terms of the license DO NOT check the box to the left of “I agree to the UNIVERSAL LICENCE AGREEMENT” and you will not be permitted access to any of the Services.