LAST MODIFIED December 4, 2018
This agreement establishes the terms and conditions of membership in K-Method Academy, Professional Standards for Sales Excellence and other training programs, (herein referred to as ‘Membership’) provided by The K-Method Training Group, Inc. and K-Method Academy (herein referred to as Licensor), and provided to a Customer (herein referred to as ‘Member’ or ‘Licensee’). By using K-Method’s services, products, software, training courses, training audios, training videos, written materials, teleconferences, webinars and professional coaching, business consulting or web sites, Member agrees to the following terms and conditions, and any policies, guidelines or modifications that may be made from time to time. We may update this Agreement as deemed necessary. In consideration of the mutual promises contained herein and other good and valuable consideration, Member hereby agrees to the following terms and conditions.
- Use of Services
The K-Method Training Group, Inc., its subsidiaries and affiliates offer services to Member with access and use of content. In order to access certain services, Member may be required to provide current, accurate identification, contact and other information as part of the registration process and/or continued use of K-Method’s services. Member is responsible for maintaining the confidentiality of Member account password, and is responsible for all activities that occur under Member account. Member agrees to immediately notify K-Method of any unauthorized use of Member password or account or any other breach of security. The K-Method Training Group cannot and will not be liable for any loss or damage arising from Member failure to provide us with accurate information or to keep Member password secure.
- Content of Licensed Materials
Grant of License the materials that are the subject of this Agreement shall consist of electronic information published or otherwise made available by Licensor. Licensee and/or its Authorized Users acknowledge that the copyright and title to the Licensed Materials and any trademarks and entire contents remain with Licensor and/or its suppliers. Neither Licensee nor its Authorized Users shall have right, title or interest in the Licensed Materials except as expressly set forth in this Agreement. Licensor hereby grants to Licensee non-exclusive use of the Licensed Materials and the right to provide the Licensed Materials to Authorized Users in accordance with this Agreement.
- Authorized Use of Licensed Materials
“Authorized Users” are Persons Affiliated with Licensee. Full and part time students and employees (including faculty, staff, personnel, affiliated researchers and independent contractors) of Licensee and the organization of which it is a part, regardless of the physical location of such persons. Licensee and Authorized Users may make all use of the Licensed Materials as is consistent with the Fair Use Provisions of United States and international law. Nothing in this Agreement is intended to limit in any way whatsoever Licensee’s or any Authorized User’s rights under the Fair Use provisions of United States or international law to use the Licensed Materials.The Licensed Materials may be used for purposes of education or other non-commercial use as follows: Display. Licensee and Authorized Users shall have the right to electronically display the Licensed Materials. Digitally Copy. Licensee and Authorized Users may download and digitally copy a reasonable portion of the Licensed Materials. Print Copy. Licensee and Authorized Users may print a reasonable portion of the Licensed Materials.
- Specific Restrictions on Use of Licensed Materials
Unauthorized Use. Licensee shall not knowingly permit anyone other than Authorized Users to use the Licensed Materials. Modification of Licensed Materials. Licensee shall not modify or create a derivative work of the Licensed Materials without the prior written permission of Licensor. Removal of Copyright Notice. Licensee may not remove, obscure or modify any copyright or other notices included in the Licensed Materials. Commercial Purposes. Other than as specifically permitted in this Agreement, Licensee may not use the Licensed Materials for commercial purposes, including but not limited to the sale of the Licensed Materials or bulk reproduction or distribution of the Licensed Materials in any form.
- Delivery/Access to Licensed Material
Licensor shall provide the Licensed Materials to the Licensee in the following manner: Internet Access. The Licensed Materials will be accessible via the Internet. File Transfer. Copies of the Licensed Materials will be provided to the Licensee through electronic transfer (by means of File Transfer Protocol or otherwise).
- Licensor Performance Obligations Availability of Licensed Materials
Licensor shall make the Licensed Materials available to Licensee and Authorized Users. Documentation. Licensor shall provide and maintain help files and other appropriate user documentation. Support. Licensor shall offer activation or installation support, including assisting with the implementation of any Licensor software. Licensor will offer reasonable levels of continuing support to assist Licensee and Authorized Users in use of the Licensed Materials. Licensor will make its personnel available by email, phone or fax for feedback, problem-solving, or general questions. Training. Licensor shall provide appropriate training to Licensee staff relating to the use of the Licensed Materials and any Licensor software. Any additional training must be documented and itemized as part of a consulting arrangement. Quality of Service. Licensor shall use reasonable efforts to ensure that the Licensor’s server or servers have sufficient capacity and rate of connectivity to provide the Licensee and its Authorized Users with a quality of service comparable to current standards in the on-line information provision industry in the Licensee’s locale. Notification of Modifications of Licensed Materials. Licensee understands that from time to time the Licensed Materials may be added to, modified, or deleted from by Licensor and/or that portions of the Licensed Materials may migrate to other formats. Continued Training. Licensor will provide regular system and project updates to Licensee as they become available.
- Licensee Performance Obligations Provision of Notice of License Terms to Authorized Users
Licensee shall make reasonable efforts to provide Authorized Users with appropriate notice of the terms and conditions under which access to the Licensed Materials is granted under this Agreement including, in particular, any limitations on access or use of the Licensed Materials as set forth in this Agreement. Protection from Unauthorized Use. Licensee shall use reasonable efforts to protect the Licensed Materials from any use that is not permitted under this Agreement. In the event of any unauthorized use of the Licensed Materials by an Authorized User, (a) Licensor may terminate such Authorized User’s access to the Licensed Materials, (b) Licensor may terminate the access of the Internet Protocol (“IP”) address(es) from which such unauthorized use occurred, and/or (c) Licensee shall terminate such Authorized User’s access to the Licensed Materials upon Licensor’s request. Licensor shall take none of the steps described in this paragraph without first providing reasonable notice to Licensee and cooperating with the Licensee to avoid recurrence of any unauthorized use. Maintaining Confidentiality of Access Passwords. Where access to the Licensed Materials is to be controlled by use of passwords, Licensee shall issue log-on usernames and passwords to each Authorized User and use reasonable efforts to ensure that Authorized Users do not divulge their usernames and passwords to any third party. Licensee shall also maintain the confidentiality of any institutional passwords provided by Licensor.
- Mutual Performance Obligations Confidentiality of User Data
Licensor and Licensee agree to maintain the confidentiality of any data relating to the usage of the Licensed Materials by Licensee and its Authorized Users. Such data may be used solely for purposes directly related to the Licensed Materials and may only be provided to third parties in aggregate form. Raw usage data, including but not limited to information relating to the identity of specific users and/or uses, shall not be provided to any third party. Implementation of Developing Security Protocols. Licensee and Licensor shall cooperate in the implementation of security and control protocols and procedures as they are developed during the term of this Agreement.
Member will be charged an initial fee based on program selection and a recurring monthly installment thereafter until such time Member cancels the membership. Any applicable initiation charges and monthly recurring charges are billed in advance.
This Agreement is a perpetual license agreement. The term of this Agreement for each Member begins on the date service is activated for Member Account. This Agreement will continue from month to month or otherwise agreed upon by both parties and until terminated by either party. Member agrees there is no full, partial or pro-rated refunds of monthly fee incurred and that it is the Member’s responsibility to cancel their Membership prior to the next re-billing in order to avoid future charges. Member also agrees that upon cancellation, all access to the Membership will cease on the last day of current billing cycle and K-Method and Success Academy will not be responsible for any lost data.
This agreement shall automatically renew unless either party gives written notice of its intention not to renew 30 days prior.
Member may discontinue Member use of K-Method services at any time. Member agree that K-Method may at any time and for any reason, including a period of account inactivity, terminate Member access to K-Method services, terminate the Agreement, or suspend or terminate Member account. In the event of termination, Member account will be disabled and Member may not be granted access to K-Method services. Upon Termination of this Agreement for cause, online access to the Licensed Materials by Licensee and Authorized Users shall be terminated. Authorized copies of Licensed Materials may be retained by Licensee or Authorized Users and used subject to the terms of this Agreement.
- Perpetual License
Except for termination for cause, Licensor hereby grants to Licensee a nonexclusive, perpetual license to use any Licensed Materials that were accessible during the term of this Agreement. Such use shall be in accordance with the provisions of this Agreement, which provisions shall survive any termination of this Agreement. The means by which Licensee shall have access to such Licensed Materials shall be in a manner and form substantially equivalent to the means by which access is provided under this Agreement.
- Warranties Subject to the Limitations set forth elsewhere in this Agreement
Licensor warrants that it has the right to license the rights granted under this Agreement to use Licensed Materials, that it has obtained any and all necessary permissions from third parties to license the Licensed Materials, and that use of the Licensed Materials by Authorized Users in accordance with the terms of this Agreement shall not infringe the copyright of any third party. The Licensor shall indemnify and hold Licensee and Authorized Users harmless for any losses, claims, damages, awards, penalties, or injuries incurred, including reasonable attorney’s fees, which arise from any claim by any third party of an alleged infringement of copyright or any other property right arising out of the use of the Licensed Materials by the Licensee or any Authorized User in accordance with the terms of this Agreement. This indemnity shall survive the termination of this agreement. NO LIMITATION OF LIABILITY SET FORTH ELSEWHERE IN THIS AGREEMENT IS APPLICABLE TO THIS INDEMNIFICATION.
- Limitations on Warranties
Notwithstanding anything else in this Agreement, Neither party shall be liable for any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of data, business interruption, or loss of profits, arising out of the use of or the inability to use the Licensed Materials. Licensor makes no representation or warranty, and expressly disclaims any liability with respect to the content of any Licensed Materials, including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights, or the disclosure of confidential information. Except for the express warranties stated herein, the Licensed Materials are provided on an “as is” basis, and Licensor disclaims any and all other warranties, conditions, or representations (express, implied, oral or written), relating to the Licensed Materials or any part thereof, including, without limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose. Licensor makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb or other such computer program. Licensor further expressly disclaims any warranty or representation to Authorized Users, or to any third party.
- PROPRIETARY RIGHTS
Member acknowledge and agree that K-Method Training Group, Inc. services and any necessary software used in connection with K-Method Training Group, Inc. services contain proprietary and confidential information that is protected by applicable intellectual property and other laws and treaties. Member further acknowledge and agree that Content presented to Member through K-Method Training Group, Inc. services is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by the K-Method Training Group, Inc. or other proper third party rights holders. Member agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on Content, K-Method Training Group, Inc. services or Software, in whole or in part except as specifically authorized in a separate written agreement. Subject to the Terms, K-Method Training Group, Inc. grants Member a personal, non-transferable and non-exclusive right and license to use the material provided in the K-Method Academy, Professional Standards for Sales Excellence training program or any other program related to the K-Method Training Group, Inc.; provided that Member do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right, unless such activity is expressly permitted or required by law or has been expressly authorized by the K-Method Training Group, Inc. in writing. Member agree not to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to K-Method Training Group, Inc. services. Member agree not to access K-Method Training Group, Inc. services by any means other than through the interface that is provided by the K-Method Training Group, Inc. for use in accessing K-Method Training Group, Inc. services except as specifically authorized in a separate written agreement. Except as expressly authorized by the K-Method Training Group, Inc. Member agree not to use, copy, imitate, or incorporate any trademark, service mark, company name, or product name in a way that is likely to cause confusion among consumers. Member also agree not to remove, obscure, or alter K-Method Training Group’s copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the K-Method Training Group, Inc. services.
- MODIFICATIONS TO SERVICE
The K-Method Training Group, Inc. reserves the right at any time to modify or discontinue, temporarily or permanently, K-Method Training Group, Inc. services or any part thereof with or without notice. Member agrees that K-Method Training Group, Inc. shall not be liable to Member or to any third party for any modification, suspension or discontinuance of K-Method Training Group, Inc. services.
- NO THIRD PARTY BENEFICIARIES
Member agrees that, except as otherwise expressly provided in the Agreement, there shall be no third party beneficiaries to the Agreement.
Member agree that K-Method may provide Member with notices, including those regarding changes to the Agreement by email, regular mail, or postings on K-Method Training Group, Inc. services.
- Assignment and Transfer
Neither party may assign, directly or indirectly, all or part of its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.
- Governing Law
This Agreement shall be interpreted and construed according to, and governed by, the laws of Florida, excluding any such laws that might direct the application of the laws of another jurisdiction. The federal or state courts located in St. Lucie County shall have jurisdiction to hear any dispute under this Agreement.
- Dispute Resolution
In the event any dispute or controversy arising out of or relating to this Agreement, the parties agree to exercise their best efforts to resolve the dispute as soon as possible. The parties shall, without delay, continue to perform their respective obligations under this Agreement which is not affected by the dispute.
- Force Majeure
Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected.
- Entire Agreement
This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written.
No modification or claimed waiver of any provision of this Agreement shall be valid except by written amendment signed by authorized representatives of Licensor and Licensee.
If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Member agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of K-Method Training Group, Inc. services or the Agreement must be filed within 90 days after such claim or cause of action arose or be forever barred. The section headings in the Agreement are for convenience only and have no legal or contractual effect.