Website Use Policy
Your Organization ("Licensee”) desires for Invati, LLC ("Licensor”) to grant it a license to use the Training Content (as defined below), and Licensor is willing to grant Licensee a license, subject to the following terms:
1. Definitions. The following defined terms shall have the following meanings:
"Agreement” shall mean this Licensing Agreement.
"Authorized End Users” shall mean the Constituents of the Multi-User Subscriber. The number of Authorized End Users under any single Multi-User Subscription may not exceed the number of permitted seats paid under the Subscription ("Maximum Seats”). The Authorized End User's identifier must not be of a generic nature. An example of a unique identifier is firstname.lastname@example.org; examples of generic identifiers include the following: email@example.com or firstname.lastname@example.org. An Authorized End User must be at least eighteen (18) years of age or, as applicable, the age of majority in the country, state or other jurisdiction in which the Multi-User Subscriber is domiciled (and if a minor, have the permission of a parent or legal guardian to access the Training Content), and possess the legal right and ability to enter into binding contracts.
"Effective Date” shall mean the date agreed to between Invati and your organization.
"Exercise Files” shall mean the files (documents, photos, and so on) that are used in the Training Content.
"Licensee” or "Multi-User Subscriber” shall mean the entity, organization, or institution, that has the right to access the Training Content via a Subscription Fee ("Paid Subscription”) for use by its constituents, who may include employees, students, faculty, or other end users, etc. ("Constituents”) ("Multi-User Subscription”). The Multi-User Subscriber under a Multi-User Subscription will remain liable for all acts or omissions of its Authorized End Users (as defined herein) with respect to access and use of the Training Content. Furthermore and for the avoidance of doubt, the Multi-User Subscriber will be responsible for ensuring that its Authorized End Users remain fully compliant with the terms and conditions set forth in this Agreement.
"Subscription” shall mean a right to use the applicable portion of the Training Content as a Licensee under a Paid Subscription.
"Subscription Term” shall mean the period of time that Licensee may utilize the applicable portion of the Training Content.
"Training Content” shall mean the services as described in the applicable Scope of Work, including without limitation, the Training Content (including without limitation, Generation Training course videos (Gen U, Eff Managing Millennials, and Millennials as Manager) and all content, features, and functionality (including without limitation, all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof, the Exercise Files, and any documentation pertaining to the foregoing).
2. License. Licensor grants Licensee a non-exclusive, royalty-free, license to allow its users to view and use the Training Content in the course of training such users, subject to the terms and conditions of this Agreement.
3. License Restrictions. Licensee shall not use the Training Content for any illegal purposes. Licensee may not sub-license, sub-distribute re-record, transfer, assign, sell, resell, redistribute, or provide to third parties the Training Content without Licensor's prior express written permission. Licensee shall not use the Training Content in any way that might be considered defamatory, libelous, obscene, pornographic, immoral or illegal. Licensor also shall not use the Training Content in any manner that creates a false inference or places the Training Content in a context that is likely to result in bringing Licensor into public disrespect, scandal, or ridicule. You shall not use any Training Content in connection with or in any way related to a lottery, sweepstakes, game of chance or any other type of gambling or wagering activity or in or as part of any audiovisual production marketed, advertised, distributed or sold as part of or in association with any of the foregoing without express written permission. Any determination regarding the appropriate use of the content per this Section shall be at the sole discretion of Licensor.
4. Ownership. Licensor represents and warrants that: (1) it is the owner of the Training Content, (2) it has the unrestricted right to grant this license and rights, and (3) the Training Content does not infringe any valid rights of any third-party. Licensee agrees that it acquires no rights in any intellectual property or other rights of Licensor in and to the Training Content except for the license granted herein, and Licensee agrees not to challenge any intellectual property rights of Licensor in any way.
7. Licensee Representations and Warranties.
i)Subject to the terms and conditions set forth in this Agreement, Licensee will be granted a limited, non-exclusive, revocable, non-transferable, royalty-free, and non-sublicenseable right to access such portion of the Training Content as set forth in the applicable Scope of Work. By agreeing to grant such access, Licensor does not obligate itself to maintain the Training Content or to maintain it in its present form. Licensor may upgrade, modify, change or enhance the Training Content and convert a Licensee to a new version thereof at any time in its sole discretion, to the extent that this is not detrimental to Licensee's use of the Training Content and on reasonable prior notice to Licensee (unless the change is of critical business importance or outside the Licensor's control, in which case Licensor will explain the reason for the changes as soon as is reasonably practicable).
ii)Licensee agrees to abide by any rules or regulations that Licensor publishes with respect to conduct of Licensees, which rules and regulations are hereby incorporated into this Agreement by this reference. Licensor reserves the right to deny Licensee and/or an Authorized End User access to the Training Content if, in Licensor's sole discretion, Licensee and/or Authorized End User has failed to abide by the terms and conditions set forth in this Agreement, or if in Licensor's sole discretion, Licensee and/or Authorized End User imminently appears likely to do so.
iii)Licensee accepts that Licensor, in its sole discretion may, but has no obligation to, monitor the Training Content or any portion thereof, and/or to oversee compliance with the terms and conditions set forth in this Agreement.
iv)Licensee promises, acknowledges, and agrees on behalf of itself and its Authorized End Users that:
(1)Access privileges may not be transferred to any third-parties;
(2)It will not access, store, distribute or transmit any viruse;
(3)It will comply with all applicable laws and regulations with respect to use of the Training Content;
(4)It will not rent, lease, sublicense, re-sell, distribute, transfer, copy or modify the Training Content or any component thereof;
(5)It will not translate, decompile, or create or attempt to create, by reverse engineering or otherwise, the source code from the object code made available hereunder;
(6)It will not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit the Training Content or any portion thereof;
(7)It will not delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Training Content or otherwise contained in the Training Content;
(8)It is solely responsible for acquiring, installing, operating and maintaining the hardware and software environment, network connections, and telecommunication links, necessary to access and use the Training Content;
(9)It will not use the Training Content in any manner, or in connection with any content, data, hardware, software or other materials that infringes upon or violates any patent, copyright, trade secret, trademark, or other intellectual property right of any third party, or that constitutes a defamation, libel, invasion of privacy, or violation of any right of publicity or other third party right, or that is threatening, harassing or malicious; and
(10)It will obtain any and all consents required by law, including, but not limited to, (i) consent to transfer personally identifiable information of Authorized End Users, and its representatives, to the United States, if applicable; (ii) consent to compile reports as to usage of the Training Content by its Authorized End Users and provide such reports to Licensor, and (iii) any other consents that may be required in order for Licensor to provide the Training Content to Licensee and its Authorized End Users. Licensee shall obtain necessary consents from all relevant bodies including Authorized End Users, parents or legal guardians of your Authorized End Users (where necessary), and from other applicable individuals.
8. Availability of Website. Licensee recognizes that the traffic of data through the internet may cause delays during the download of information from the Training Content and accordingly, it shall not hold Licensor liable for delays that are ordinary in the course of internet use. Licensee further acknowledges and accepts that the Training Content will not be available on a continual twenty-four hour basis due to such delays, or delays caused by the Licensor's upgrading, modification, or standard maintenance of the Training Content.
9. Licensor Obligations. Licensor will use commercially reasonable efforts to enable the Training Content to be accessible, except for scheduled maintenance and required repairs, and except for any interruption due to causes beyond the reasonable control of, or not reasonably foreseeable by Licensor, including, but not limited to, any Force Majeure Event (as defined herein). The foregoing undertaking shall not apply to the extent of any non-conformance caused by use of the Training Content contrary to Licensor's instructions, or modification or alteration of the Training Content by any party other than Licensor. If the Training Content are in non-conformance with the foregoing undertaking, Licensor will, at its expense, use all reasonable commercial endeavors to correct any such non-conformance promptly, or provide Licensee with an alternative means of accomplishing the desired performance.
10. Force Majeure. Company will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations that is caused by events outside its reasonable control ("Force Majeure Event”). A Force Majeure Event includes any act, event, non-happening, omission or accident beyond Company's reasonable control including, but not limited to, restrictions of law, regulations, orders, or other governmental directives, labor disputes, acts of God, third party mechanical or other equipment breakdowns, terrorist attacks, fire, explosions, fibre optic cable cuts, interruption or failure of telecommunications or digital transmission links, Internet failures or delays, storms or other similar events.
11. No Third-Party Liability. Training Content may contain links to other websites that are not operated by or related to Licensor. Licensor is not responsible for the content, accuracy or opinions expressed in such third-party websites, and does not investigate, monitor, or check these websites for accuracy or completeness. The inclusion of any linked website in Training Content does not imply approval or endorsement of the linked website by Licensor. In the event Licensee leaves Training Content to access such third-party sites, Licensee does so at its own risk.
Licensor and Licensee, having read and understood the terms of this Agreement, have executed this Agreement with full and complete authority as of the Effective Date.