TERMS & CONDITIONS FOR USE OF THE
HOFFELD GROUP VIRTUAL SALES TRAINING PROGRAM
Purchaser agrees to the following:
1. License. Hoffeld Group (Company) hereby grants to Purchaser non-transferable, non-exclusive license rights to use the Hoffeld Group Virtual Sales Training program, including virtual sales training programs and related training course materials, whether in hard copy or electronic form (collectively, the “Curriculum”), for one individual user to be designated by Purchaser (collectively, the “License”), subject to the terms and conditions of this Agreement.
2. Use of the Licenses. The Purchaser acknowledges the Curriculum licensed under this Agreement may be used by Purchaser only. Purchaser may not permit multiple individuals to share the License or permit access to the Curriculum to any third party outside of Purchaser, as described above, without Company’s advance written consent. Licenses for additional users may be purchased from Company if needed.
3. Term. The term of this Agreement and the License shall be twelve months, beginning on the purchase date. After the twelve-month term, the License shall automatically continue in full force and effect on a monthly basis. This continuation process shall endure until the purchaser terminates the Agreement in writing with thirty days advance written notice prior monthly renewal date. If Purchaser attempts to cancel after thirty days prior to the next monthly renewal date or after the renewal date, the cancellation shall not affect the next monthly term, but shall go into effect and cancel the monthly term thereafter. If Purchaser does not choose the monthly option, but purchases one year at a time, the renewal process shall continue until the purchaser terminates the Agreement at least thirty days in advance of the twelve-month renewal. If Purchaser attempts to cancel after thirty days prior to the renewal date or after the renewal date, the cancellation shall not affect the current twelve-month term, but shall go into effect and cancel the renew of the next twelve-month term. All cancellations must be made in writing.
4. License Fees. License fees during the year term of this Agreement shall be either $57 per month, for a minimum of 12 months or $684 (USD) per year. Purchaser acknowledges that all fees are based on the purchase of license rights and will not be prorated based on actual usage, and all fees are nonrefundable. License fees during any automatic renewal period after the initial twelve-month term shall continue at a project rate of $684 (USD) per year and will not be prorated based on actual usage, unless otherwise agreed in writing.
5. Payment Terms. Company may in its sole discretion suspend services or terminate this Agreement if Purchaser fails to make payment when due and such failure is not cured within five (5) business days of written notice. Interest of 1.5% per month, or the maximum amount allowable by law, shall accrue on any amounts not paid when due. If Purchaser fails to make payment when due, Company shall be entitled to recover its collection costs and expenses, including but not limited to its attorney fees, whether or not legal action is commenced. All amounts due under this Agreement shall be paid in US Dollars, regardless of the location where Company’s services are performed.
6. Access to Virtual Training. Company will use commercially reasonable efforts to make the Hoffeld Group Virtual Sales Training available twenty- four (24) hours a day, seven (7) days a week, except for: (a) planned downtime, which may include but is not limited to software updates and hardware maintenance, or (b) any unavailability caused by circumstances beyond Company’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, and internet service provider failures or delays.
7. Exclusive Ownership by Company. The Curriculum, related information, and all intellectual property rights related thereto are and at all times shall remain the exclusive and proprietary property of Company. Company shall determine the Curriculum in its sole discretion, and shall have no obligation to provide any amendments, supplements, or other additional materials. Purchaser’s use of the Curriculum or related information shall not confer on Purchaser any intellectual property rights or other ownership interest in the Curriculum. Purchaser shall not (nor allow any third party to): (i) decompile, disassemble, copy, or reverse engineer any part of the Curriculum, including but not limited to any software or programs of Company, (ii) remove any product identification, copyright or proprietary notices from copies of documentation provided by Company, or (iii) adapt, modify, or incorporate the system into other software or create a derivative work from any part of the Curriculum. The Curriculum and related programs shall at all times reside on Company’s (or its service providers’) servers, unless expressly authorized by Company in writing, and Purchaser shall have no right to any object or source code of the Curriculum’s software or programs.
8. Confidentiality. Purchaser shall keep strictly confidential, and shall not use for any purposes or disclose to any third parties, the Curriculum or any of the business methods, concepts, content, data, ideas, illustrations, information, records, software, text, or other intellectual property included in or associated with the Curriculum to the extent not generally known or available to the public, other than in the course of Purchaser’s use of the Curriculum in its employee training as permitted by this Agreement. Purchaser shall not copy, distribute, publish, offer for sale, license or sublicense, sell, give, transfer, or otherwise disclose any part of the Curriculum to any third party, provided that it will not be a violation of this Agreement for such employees to apply the skills learned from the Curriculum when performing sales activities in the course of employment.
9. Indemnification. Purchaser shall indemnify and defend Company and hold Company harmless for any debt, claim, or other liability arising from the parties’ relationship under this Agreement. Purchaser shall be solely responsible for any claim, regardless of when made or asserted, which is based on Purchaser’s business or Company’s services related to Purchaser’s business, including without limitation any claim seeking recovery for property damage, consequential damages, lost revenue or income, or personal injury. Further, and without limiting the foregoing, Purchaser agrees to indemnify and hold Company harmless from any and all claims, damages, liabilities, or losses that may be asserted or rendered against Company that are related to or arise in any way from any actions by Purchaser, including, without limitation, any use Purchaser makes of the Curriculum.
10. No Warranties. The Curriculum is provided on an “as-is” basis, and Company makes no warranties or representations whatsoever regarding the Curriculum. If any error or defect in the Curriculum is discovered, Company will make reasonable efforts to correct the error or defect at no additional expense to Purchaser, unless the cause of such error or defect was beyond Company’s reasonable control. Company and its third party service providers, representatives or suppliers shall not be liable for performance deficiencies caused or created by Purchaser. Company does not warrant its services will be uninterrupted, error-free, or completely secure. Company and its third party providers, representatives or suppliers shall not be liable for service interruptions caused by failure of equipment, software or services not provided by Company or failure of communications, power outages, or any other interruptions not within the complete control of Company or its third party providers, representatives or suppliers even if Company or its third party providers, representatives or suppliers know or have been advised of the possibility of such loss. Company expressly disclaims any and all other warranties, both express and implied, including any warranties of merchantability or fitness for a particular purpose.
11. Limitation of Liability Company shall have no liability howsoever arising (whether directly or indirectly) for any loss, costs, damages, claims, proceedings, charges, expenses or other liabilities incurred or suffered by Purchaser as a result of the use of the Curriculum or employees’ application of the skills learned from the Curriculum in practice. In no event shall Company, its third-party providers, representatives or suppliers be held liable for any incidental, special, consequential, exemplary or punitive damages including but not limited to loss of revenue, loss of profits, loss of business or loss of business opportunity. This limitation includes any liability arising out of third-party claims for any cause whatsoever made against Purchaser. In any event, the liability of Company, its third-party providers, representatives or suppliers for actual proven damages for any cause, including but not limited to any error or defect in Company’s services, regardless of whether in contract, tort or negligence shall be limited to $500, including any professional fees.
12. Remedies. If Purchaser misuses the Curriculum, infringes on or interferes with any of Company’s rights in or to the Curriculum, or otherwise violates any of the terms of this Agreement, Company may in its sole discretion and without limitation (a) revoke or suspend any individual License; (b) terminate this Agreement; or (c) seek any equitable or legal remedies available to it, and Company shall be entitled to an award of its costs and reasonable attorney’s fees incurred in enforcing this Agreement. All remedies described in this Agreement are cumulative and not exclusive of one another or any other remedy provided by law. No failure or delay by Company in exercising any rights under this Agreement shall operate as a waiver or otherwise limit Company’s rights and remedies.
13. No Assignment. Purchaser may not assign this Agreement or any of the Licenses granted under this Agreement to any third party without prior written consent of Company.
14. Miscellaneous. There are no agreements between Company and Purchaser with regard to the subject matter of this Agreement except those contained in this Agreement, which supersede any prior agreements or understandings between the parties. All restrictions on use of the Curriculum and all other provisions of this Agreement protecting Company or its interest in the Curriculum shall survive the termination this Agreement. This Agreement shall be governed by, construed and interpreted in accordance with the laws of the State of Minnesota without regard to the conflict of laws principles thereof. Any action or proceeding relating to this Agreement shall be venued exclusively in the state or federal courts situated in Hennepin County, Minnesota, and the parties hereby consent to the exclusive jurisdiction of such courts. Purchaser and Company agree to attend mediation in good faith before employing litigation to settle any dispute. If any provisions of this Agreement shall be declared void or unenforceable by any judicial or administrative authority, the validity of any other provisions and of the entire Agreement shall not be affected thereby. This Agreement shall not be modified or amended except in writing by a document that is signed by the party against whom the modification is charged. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute but one agreement and facsimile or electronic copies of signatures will have the same effect as original signatures. If this Agreement is breached by either party, the breaching party shall pay the non-breaching party’s reasonable costs, expenses, and attorneys’ fees incurred in enforcing this Agreement. No waiver by any party of any default or nonperformance hereunder shall be deemed a waiver of any subsequent default or nonperformance. Any waivers shall be in writing, signed by the parties. The terms of this Agreement have been cooperatively negotiated by and among the parties, and this Agreement shall not be construed against any party as its author.