Recorded Webinar Library User Subscription Agreement
Terms and Conditions
Leadership IQ will make available the complete Recorded Webinar Library of content, including all the 33 webinars described HERE as well as corresponding Trainer Guides.
Leadership IQ will provide the Recorded Webinar Library in consideration of the payment of fees.
User hereby agrees not to use the online training modules provided through the Services for any purpose other than for the education and development of User’s employees and key subcontractors.
The Services do not include any of the following: hardware; software support or development; and training or trouble-shooting except as part of the Training.
Delivery. User’s subscription includes delivery of Recorded Webinar Library content via a single login in Leadership IQ’s learning management system. Internet connection required.
Term and Payment. This Agreement shall commence once access to the Recorded Webinar Library is purchased and will continue for 12 months. Payment is due prior to access to the course content and is non-refundable once access to the content is granted.
Leadership IQ hereby grants to User a non-exclusive, non-transferable, royalty-free license, without the right to sublicense, exercisable solely during the term of this Agreement, to access and use the Program Materials in the manner permitted by this Agreement. Except for the rights expressly granted above, this Agreement does not transfer from Leadership IQ to User any rights in or to the Program Materials, and all rights, titles, copyrights, and interests in and to the them shall remain solely with Leadership IQ.
Leadership IQ’s trademarks, tradenames, service marks, logos, other names and marks, and related product and service names, design marks and slogans are the sole and exclusive property of Leadership IQ. User may not use any of the foregoing in any advertising, publicity or in any other commercial manner without the prior written consent of Leadership IQ.
Any feedback, data, answers, questions, comments, suggestions, ideas or the like which User sends to Leadership IQ relating to the Licensed Program or the Program Materials will be treated as being non-confidential and non-proprietary and Leadership IQ may use, disclose or publish any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever.
User agrees not to resell, reproduce, copy, retransmit, republish, reverse-engineer or otherwise transfer for any purpose the Leadership IQ Services other than as permitted by this Agreement.
Limitation of Liability.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, LEADERSHIP IQ MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED PROGRAM OR THE PROGRAM MATERIALS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND LEADERSHIP IQ HEREBY EXPRESSLY DISCLAIMS THE SAME.
IN NO EVENT WILL LEADERSHIP IQ BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES), OR OTHER LIABILITY ARISING OUT OF OR IN ANY MANNER IN CONNECTION WITH THIS AGREEMENT, THE PERFORMANCE OR BREACH HEREOF, OR THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION (INCLUDING STRICT LIABILITY OR NEGLIGENCE), WHETHER OR NOT THEY HAVE BEEN ADVISED, OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY, OF SUCH DAMAGES. LEADERSHIP IQ’S AGGREGATE LIABILITY FOR ANY AND ALL LOSSES OR INJURIES ARISING OUT OF ANY ACT OR OMISSION OF LEADERSHIP IQ IN CONNECTION WITH ANYTHING TO BE DONE OR FURNISHED UNDER THIS AGREEMENT SHALL NEVER EXCEED THREE THOUSAND AND TWO HUNDRED AND NINETY-FIVE DOLLARS ($3,295)
Indemnification. Each party (an “Indemnifying Party”) agrees to indemnify, defend and hold harmless the other party and its subcontractors, agents, partners, principals, members, officers and employees (an “Indemnified Party”) from and against any and all liability, expenses, including reasonable legal fees, and claims for damages to the extent resulting from the Indemnifying Party’s breach of this Agreement or any action or omission of the Indemnifying Party that results in a third party claim against the Indemnified Party. If there is also fault on the part of the Indemnified Party, or any entity or individual acting on the Indemnified Party’s behalf, this indemnification obligation shall be on a comparative fault basis.
Destruction of Materials. Within five (5) days following expiration or any termination of this Agreement, User shall (a) destroy all copies (including physical copies) of the Recorded Webinar Library content library and Training materials within its possession or control and (b) certify in writing that it has complied with the foregoing obligation. Such written certification shall be sent via email to the following address: email@example.com.
Independent Contractor. Leadership IQ and User are independent contractors and nothing contained in this Agreement places Leadership IQ and User in the relationship of principal and agent, master and servant, partners or joint venturers. Neither party has, expressly or by implication, or may represent itself as having, any authority to make contracts or enter into any agreements in the name of the other party, or to obligate or bind the other party in any manner whatsoever.
Governing Law; Jurisdiction. This Agreement shall be interpreted and enforced in accordance with the substantive laws of the State of Georgia, without regard to its principles of conflicts of law. Any dispute arising under this Agreement or out of performance of the obligations hereunder shall be brought exclusively in the state and federal courts sitting in Fulton County, Georgia and the Northern District of Georgia.
Headings; Entire Agreement; Amendments. The headings herein are for convenience only and are not part of this Agreement. This Agreement, including documents incorporated herein by reference, supersedes all prior discussions, negotiations and agreements between the parties with respect to the subject matter hereof, and constitutes the sole and entire agreement between the parties with respect to the matters covered hereby. In case of a conflict between this Agreement and any invoice, purchase order, service order, work order, confirmation, correspondence or other communication of User or Leadership IQ, the terms and conditions of this Agreement shall control. No additional terms or conditions relating to the subject matter of this Agreement shall be effective unless approved in writing by an authorized representative of User and Leadership IQ. This Agreement may not be modified or amended except by another agreement in writing executed by the parties hereto.
Severability. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.
Waiver. No failure or delay by any party hereto to exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy by any party preclude any other or further exercise thereof or the exercise of any other right or remedy. No express waiver or assent by any party hereto to any breach of or default in any term or condition of this Agreement shall constitute a waiver of or an assent to any succeeding breach of or default in the same or any other term or condition hereof.
Assignment; Successors. Neither party may assign performance of this Agreement or any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other, except that each party may assign this Agreement without the other party's prior written consent in the case of a merger, acquisition or other change of control, and in such event this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
Attorneys’ fees. In the event that any action should be necessary for either party to enforce its rights under this Agreement, the prevailing party shall be entitled to be reimbursed for all reasonable costs, including, without limitation, reasonable attorneys’ fees, incurred in successfully enforcing its rights hereunder.