In order to accept this Agreement, you are required to 'Reply' to the email which contains this Agreement. Your reply must contain the word 'AGREED' and your company name (or your name, if you are an individual), which must match the name specified in the email. Your reply cannot contain any other substantive information or terms and any reply which contains anything other than 'AGREED' and your matching name will be deemed a rejection of this Agreement. If the name specified in the accompanying email is wrong, or if the Courses licensed or number of subscriptions are incorrect, please contact Reach TMS Limited and a corrected email containing this Agreement will be sent to you. YOUR ACCEPTANCE IS EXPRESSLY LIMITED TO THE TERMS OF THIS AGREEMENT AND THE EMAIL WHICH RELAYS IT TO YOU (AS TO NAME OF CUSTOMER, COURSES LICENSED AND NUMBER OF SUBSCRIPTIONS) AND ANY ADDITIONAL OR DIFFERENT TERMS ARE OBJECTED TO WITHOUT FURTHER NOTIFICATION. Please read this Agreement carefully. If you do not accept the following terms, please reply to that effect by email (or by otherwise contacting Reach TMS Limited). Unless you accept this Agreement in the manner provided above, you will not be permitted access to the LICENSED COURSES identified in the accompanying email, and any money you have paid prior to viewing this Agreement to Reach TMS Limited for access to the LICENSED COURSES will be refunded. In the terms below, you, either individually or as a representative of your company or institution, are referred to as 'Customer'.
1. This is an Agreement between Customer and Reach TMS Limited (ReachTMS), of Faraday Drive, Bridgnorth, Shropshire, WV15 5BA, UK, relating to access to the LICENSED COURSES. THE LICENSED COURSES, INCLUDING THEIR CODE, DOCUMENTATION, APPEARANCE, STRUCTURE AND ORGANIZATION, ARE A PROPRIETARY PRODUCT OF MINDLEADERS.COM Inc. (MINDLEADERS) AND ARE PROTECTED BY COPYRIGHT AND OTHER LAWS. TITLE TO THE LICENSED COURSES, OR ANY COPY, MODIFICATION OR MERGED PORTION OF THE LICENSED COURSES, SHALL AT ALL TIMES REMAIN WITH MINDLEADERS.
2. LICENSE--The following restricted rights are granted: Customer may, only for Customer's internal business purposes and solely for the direct benefit of Customer's employees and paid consultants and agents (but only in conjunction with work performed by such consultants or agents for Customer) and for a license term ('LICENSE TERM') equal to the length of the term established by your ReachTMS and communicated to you (but in any event it will not be longer than one (1) year for any item of the LICENSED COURSES), permit access, at a web site or sites identified by ReachTMS to Customer in writing, to the LICENSED COURSES by up to but not more than the number of persons specified in the 'Number of Subscriptions' set forth in the accompanying email. If no 'Number of Subscriptions' is specified in the accompanying email, then the Number of Subscriptions is deemed to be one (1) subscription. Each person authorized to access the LICENSED COURSES must have an Identification Number has been assigned by ReachTMS. An individual remains authorized to access the LICENSED COURSES only so long as the Identification Number is assigned to that person. Identification Numbers can be assigned to only one person at a time, and are not transferable from one individual to another except upon termination of employment. All access to LICENSED COURSES will be only at the identified web sites.
3. RESTRICTIONS - Customer may not: (a) Sublicense, assign, transfer, distribute or rent the LICENSED COURSES or use, copy or modify the LICENSED COURSES, in whole or in part, except as expressly permitted in this Agreement; (b)permit access to the LICENSED COURSES by more persons than the Subscription limit set forth below; (c) Transfer an Identification Number from one individual to another (except upon a termination of employment) or permit persons other than the individuals to whom Identification Numbers have been assigned to access the LICENSED COURSES; (d) Take any action designed to unlock or bypass any restrictions on number of users or access to the LICENSED COURSES; or (e) access any of the LICENSED COURSES after the end of the LICENSE TERM.
IF CUSTOMER DOES ANY OF THE FOREGOING, ITS RIGHTS UNDER THIS LICENSE WILL AUTOMATICALLY TERMINATE. SUCH TERMINATION SHALL BE IN ADDITION TO AND NOT IN LIEU OF ANY CRIMINAL, CIVIL OR OTHER REMEDIES AVAILABLE TO MINDLEADERS.
4. TERM: The license is effective through the end of the LICENSE TERM unless or until earlier terminated. It will terminate at the end of the LICENSE TERM or upon conditions set forth elsewhere in this Agreement or if Customer fails to comply with any term or condition of this Agreement.
5. DISCLAIMER OF WARRANTY AND REMEDY: EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT, ALL LICENSED COURSES 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 LICENSED COURSES. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH CUSTOMER. ReachTMS, MINDLEADERS AND MINDLEADERS'S DIRECT AND INDIRECT SUPPLIERS DISCLAIM ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY OR FITNESS FOR ANY PURPOSE, PARTICULAR, SPECIFIC OR OTHERWISE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO CUSTOMER. THIS WARRANTY GIVES CUSTOMER SPECIFIC RIGHTS, AND CUSTOMER MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. Neither ReachTMS nor MINDLEADERS warrants that the functions contained in the LICENSED COURSES will meet Customer's requirements or expectations or that the operation of the LICENSED COURSES will be entirely error free, or appear precisely as described in any documentation.
6. LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ReachTMS, MINDLEADERS OR MINDLEADERS'S DIRECT OR INDIRECT SUPPLIERS BE LIABLE TO CUSTOMER FOR ANY DAMAGES, INCLUDING LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE THE LICENSED COURSES, EVEN IF ReachTMS, MINDLEADERS OR A DEALER AUTHORIZED BY MINDLEADERS HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 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 CUSTOMER
7. EXPORT LIMITATIONS: None of the LICENSED COURSES or underlying information or technology may be displayed, downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iran, Libya, Iraq, Sudan, North Korea, Syria or any other 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, Customer is agreeing to the foregoing and represents and warrants that it is not located in, under the control of, or a national or resident of any such country or on any such list.
8. 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. Customer acknowledges that MINDLEADERS is an intended beneficiary of certain provisions of this Agreement, including, without limitation, those which address the protection of proprietary rights in the LICENSED COURSES and those which set forth the scope of authorized use of the LICENSED COURSES. If ReachTMS fails to enforce any provisions which relate to protection, delivery or use of the LICENSED COURSEWARE, MINDLEADERS, in its own name and by a proper proceeding, may enforce such provisions against Customer.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND, BY CLICKING ON THE BUTTON MARKED "I AGREE" 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.