HomeMy WebLinkAbout282796 MINDLEADERS.COM - CONTRACT - AGREEMENT MISC - 8857236MindLeaders
5500 Glendon Court, Suite 200
Dublin, Ohio 43016
Phone 1-800-223-3732
Fax Number: (614) 880-1708
ORDER CONFIRMATION FORM AGREEMENT
Customer's Name & Address: Combined Courseware/Services/Product(s) Licensed:
City of Fort Collins License Feels) Owed: $ 9,450.00
215 North Mason PO Box 580
Fort Collins, CO 80522 Pay Annual
Terms: 30 Days from Invoice Date; Plus 1%o Order Processing Fee ($25.00 Minimum) Waived and Applicable Sales
Tax
License Start Date: 12/31/2008 License End Date: 12/30/2009
License Term for this Order Confirmation Form Agreement: License Start Date through License End Date
Delivery Platform: Internet
In
Licensed Products, comprising one or more Courses or Services Number of
(*See http://reports.mindleaders.com/products for details of the Courses or Licensed
Services for the Licensed Products shown below) Users
Combined Technical and Business Basic
Includes the following:
- Technical Courseware 15
- Business Courseware
Instant Mentoring
""Requires licensed Courseware and a User Identification Number 15
Acknowledgment: MindLeaders® Courseware, Courses, Instant Mentoring, Reference Library, and the other available
products and services as offered by MindLeaders, Inc. herein (collectively, "Licensed Products") are licensed, not sold,
and are provided by MindLeaders, Inc. ("MindLeaders") only under the terms of this Order Confirmation Form
Agreement and subject to the terms and conditions of the attached License Agreement between MindLeaders and the
above named Customer (hereafter referred to as "You' and "Your," respectively) and Your Licensed Users. If a copy of
the License Agreement is not attached to the Order Confirmation Form Agreement, do not execute this Order
Confirmation Form Agreement; contact Your MindLeaders' Account Manager to obtain a copy of the License
Agreement. Execution and return of this Order Confirmation Form Agreement shall constitute an acknowledgement that
You have received a copy of the License Agreement and the Order Confirmation Form Agreement and have agreed to
be bound by such terms and conditions of both. Other MindLeaders' products, license types and order combinations
may require different signed license agreements. This Order Confirmation Form Agreement and its accompanying
included License Agreement (and any applicable Exhibits that require signature) can be faxed back in their entirety to
MindLeaders at the Fax Number listed at the top of page 1 of this Order Confirmation Form. If You have questions,
please call Your MindLeaders' Account Manager at 1-800-223-3732. This Order Confirmation Form Agreement is
subject to MindLeaders' acceptance and signature once it has been signed by You.
NOTICE TO CUSTOMERS REGARDING COLLECTION OF SALES TAXES
MindLeaders is required to collect applicable sales taxes on any License Fees paid for Internet delivery in certain
States as set forth herein. MindLeaders does not intend this to constitute legal advice as to whether or not sales
Master Order Confirmation Form (Revised 2000-05-23 sah) Page 1 of 8
MindLeaders
taxes are owed by You; You must consult Your applicable state tax or revenue department for a legal determination
of current taxation status.
Delivery by Internet subject to Tax in these States: Arizona, Colorado, Connecticut, Indiana,
Michigan, New York, Ohio, Washington and Wisconsin
I Or er Confirmation Form Agreement Acceptance:
By Customer/By You: My Sign ure indicates I have received and reviewed all pages of the Order Confirmation
Form Agreement and the a com anying License Agreement and agree to be ou/nd b all
of these provisions.
Signature: Date: ( Ub
Printed Name: D LA/1 I /JS Ind
Title: CA. d P�
My initials` here allow MindLeaders a limited use of my company's corporate name for marketing and
promotional purposes. MindLeaders understands and agrees that this limited permission does not and will not
grant MindLeaders any rights in ownership or the right to assert any such claims to my company's name,
trademarks, logos, service marks or copyrighted materials.
By MindLeaders, Inc.:
Signature:
cc: Suzanne Jarboe -Simpson, City of Fort Collins
Date:
Sarah Skrbina, MindLeaders' Account Manager (SFDC#: 00006679)
Master Order Confirmation Form (Revised 2008-05-23 sah) Page 2 of 8
MindLeaders
MINDLEADERS" ORDER CONFIRMATION FORM LICENSE AGREEMENT
1. BY SIGNING AND RETURNING THE ATTACHED ORDER CONFIRMATION FORM AGREEMENT, YOU INDICATE
YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. PLEASE READ THIS
LICENSE AGREEMENT CAREFULLY. IF YOU DO NOT AGREE WITH THE FOLLOWING TERMS AND CONDITIONS, DO
NOT EXECUTE AND RETURN THE ATTACHED ORDER CONFIRMATION FORM AGREEMENT. IN THE EVENT YOU
OPT NOT TO SIGN AND RETURN THE ATTACHED ORDER CONFIRMATION FORM AGREEMENT IN ITS ENTIRETY,
YOU WILL NOT BE PERMITTED ACCESS TO THE LICENSED PRODUCTS, AND ANY MONEY YOU HAVE PAID TO
MINDLEADERS, INC. ("MINDLEADERS") PRIOR TO VIEWING THIS LICENSE AGREEMENT WILL BE REFUNDED TO
YOU. THIS LICENSE AGREEMENT IS EFFECTIVE UPON MINDLEADERS' WRITTEN ACCEPTANCE (FOLLOWING
YOUR SIGNATURE AND THE RETURN TO MINDLEADERS) OF ALL PAGES OF THE ATTACHED ORDER
CONFIRMATION FORM AGREEMENT AND THIS LICENSE AGREEMENT.
2. The Courseware and Courses include Presentation Software and Content. "Presentation Software" means all forms
of computer software (in executable object code form only, residing solely on MindLeaders computer systems) and all
embedded hypertext mark-up language (HTML) coding delivered or made available by MindLeaders to You for the purposes
of navigation through, annotation of, administration of access to, or presentation or delivery of Content, as defined below.
"Content" means the substantive works of authorship on the topics more fully described in MindLeaders' then current available
Courseware listing, which are included within the Licensed Products, together with Course updates (as available) that may be
furnished to You by MindLeaders during the License Term. THE LICENSED PRODUCTS, INCLUDING THEIR CODE,
DOCUMENTATION, APPEARANCE, STRUCTURE AND ORGANIZATION, ARE PROPRIETARY PRODUCTS OF
MINDLEADERS AND/OR ITS THIRD PARTY PROVIDERS, AND ARE PROTECTED BY COPYRIGHT AND OTHER LAWS.
TITLE TO THE LICENSED PRODUCTS OR ANY COPY OR MERGED PORTION OF THE LICENSED PRODUCTS SHALL
AT ALL TIMES REMAIN WITH MINDLEADERS,
3. LICENSE: The following restricted rights are granted: You may, for the License Term: (a) Use the Licensed
Products for Your internal business purposes and solely for the direct benefit of Your employees and paid consultants and
agents, but only in conjunction with work performed by such consultants or agents for You; and (b) permit only the Number of
Licensed Users as indicated on the first page of the Order Confirmation Form Agreement to access and use the Licensed
Products. Each "Licensed User' must be a person described in clause (a) of this Section who has been assigned a unique
"Identification Number" by the Licensed Products' administration software. A Licensed User may use a Licensed Product any
number of times during the License Term, except as may otherwise be set forth herein. An individual remains a Licensed User
for as long as the assigned User Identification Number is associated with that one Licensed User for the License Term,
Identification Numbers are unique to each Licensed User, and are not transferable from one Licensed User to another
Licensed User or non -licensed user (except as set forth herein) or to be used or shared concurrently during a License Term,
Identification Numbers may be reassigned through the administration software at the end of each annual period (in the event
the Order Confirmation Form Agreement is for a multi -year license). In the event a Licensed User terminates employment with
You, or changes departments within Your company and (i) no longer has the ability to access the Licensed Product(s) and (ii)
relinquishes the right to use their Identification Number, You may reassign the Identification Number to another Licensed User
during the License Tenn. Upon expiration of the License Term Your right to continued use of the Licensed Products shall
immediately terminate.
4. YOU MAY NOT: (a) Sublicense, assign, transfer, distribute or rent the license for the Licensed Products, or copy,
modify or exceed the scope of use of the Licensed Products in whole or in part, other than as expressly permitted in this
License Agreement; (b) Allow more than the number of Licensed Users for the Licensed Products than are specified on the
Order Confirmation Form Agreement; (c) Transfer an Identification Number from one Licensed User to another individual
during an annual period, permit concurrent usage of an Identification Number by other than the assigned Licensed User, or
permit persons other than the Licensed Users to whom Identification Numbers have been assigned to use the Licensed
Products, other than as expressly provided in the preceding paragraph; or (d) Take any action designed to unlock or bypass
the Access Code or other MindLeaders'-implemented restrictions on (i) the number of Licensed Users and (I) access to the
Licensed Products. You agree not to use or permit Licensed Products to be used to directly benefit any other third parties,
including but not limited to use in academic settings to directly benefit students; and You will not use the Licensed Products or
portions thereof in the event Your license has been terminated, nor continue use after the License Term has expired.
IF YOU FAIL TO FOLLOW THE FOREGOING, YOUR RIGHTS UNDER THIS LICENSE AGREEMENT WILL
AUTOMATICALLY TERMINATE. SUCH TERMINATION SHALL BE IN ADDITION TO AND NOT IN LIEU OF ANY
CRIMINAL, CIVIL OR OTHER REMEDIES AVAILABLE TO MINDLEADERS.
You agree that MindLeaders may make reasonable inquiries (without interruption or inconvenience to You or Your Licensed
Users, and without requiring access to Your computer systems) into Your use of the Licensed Products and may remotely
audit Your use and compliance with this License Agreement.
S. LICENSE TERM: The License Term for the Licensed Products commences on the License Start Date and continues
through the License End Date ("License Term') as indicated on the first page of the Order Confirmation Form Agreement. The
license automatically terminates on the License End Date, or earlier if You fail to comply with any term or condition of this
License Agreement. If You fail to pay the License Fee as indicated on the first page of the Order Confirmation Form
Master Order Confirmation Form (Revised 2008-05-23 sah) Page 3 of 8
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Agreement, MindLeaders may terminate this License Agreement upon notice to You. You agree that upon any such
termination You will cease using the Licensed Products and any and all parts thereof.
6. FUTURE COURSE RELEASES AND NOTIFICATION OF CHANGES: The Courseware licensed includes new
courses as are released and made generally available by MindLeaders to its customers for the Licensed Products shown
above (such new course being referred to here as "Future Courses"). MindLeaders makes no guarantee or commitment that
any specific Future Course will be released or added during the License Term. Future Courses are provided by MindLeaders at
no additional charge for the duration of the License Term.
As a regular business practice, MindLeaders publishes a newsletter monthly, in which it announces planned service
interruptions, news, conference information, and similar information related to the delivery of products and services.
MindLeaders also releases updates to its Courseware products and services on a quarterly basis, including improvements,
new courses, and discontinued Courses. A release announcement accompanies each such release. MindLeaders will send
each release announcement to Customer in timely fashion. That release announcement also forecasts new Courses expected
in the next quarterly release, three months away. This newsletter and the release notes shall be the official notification for such
information. No particular Courseware from the set of Licensed Products shall be made unavailable during the initial, non -
renewed term of this Agreement. Upon renewal, and with notice of changes prior to renewal, MindLeaders reserves the right to
discontinue any particular Course.
7. LICENSED PRODUCTS SPECIFICATION: MindLeaders' Licensed Products require You to provide Your Licensed
Users with compatible computer system configuration that includes sufficient Internet connectivity, bandwidth and computer
capability. It is Your responsibility to ensure that Your Licensed Users have system compatibility for use with the Licensed
Products.
8. PATENT AND COPYRIGHT INFRINGEMENT: MindLeaders will defend, indemnify and hold You harmless from and
against claims that the Licensed Products or any portion thereof when used as licensed hereunder infringe a copyright or U.S.
patent, provided that You notify MindLeaders promptly in writing of such claim, give MindLeaders complete authority and control
of, and fully cooperate with MindLeaders in, the defense and settlement of such claim (at no expense to You). If any such claim
occurs, or in MindLeaders' sole opinion is likely to occur, MindLeaders will in its sole discretion and at its own expense (i) procure
for You the right to continue use of the portion of the infringing Licensed Product(s), (ii) modify or replace the Licensed Product(s)
so that it becomes non -infringing, without impairing its functionality, or (iii) direct that You cease using the infringing Licensed
Product(s). If MindLeaders directs You to cease use, or if MindLeaders cannot provide a right to continue use, or a replacement
or modification, of the infringing Licensed Product(s), MindLeaders will refund the License Fee paid by You for the infringing
Licensed Products) or infringing portion thereof, less a pro rata charge for the period of uninterrupted use; such charge will be a
pro rata portion of the License Fee paid, based upon the current term for which the License Fee has been paid and the unexpired
portion of the License Tenn remaining. MindLeaders has no liability or obligation for claims based on (A) modifications not
authorized or supplied by MindLeaders, (B) the combination of the Licensed Products with other software or hardware not
specified by MindLeaders, (C) claims that could have been avoided by timely implementation of corrections, updates and
modifications provided by MindLeaders to You, and (D) any settlement made by You without MindLeaders' consent. THIS
SECTION STATES MINDLEADERS' ENTIRE OBLIGATION FOR INFRINGEMENT CLAIMS.
9. WARRANTY AND LIMITATIONS OF LIABILITY: MindLeaders warrants that Q that for the period of the License
Term the Presentation Software licensed by MindLeaders to You as part of the Licensed Products will operate in substantial
conformity with MindLeaders' or its suppliers' published documentation when properly operated on the Delivery Platform
specified on the Order Confirmation Form Agreement; and Q at the time of delivery to You the Licensed Products will have
tested free of computer viruses using currently available commercial grade virus detection software. No warranty is made with
respect to any third -party Content. To the maximum extent permitted by applicable law, the remedies described below are
accepted by You as Your only remedies. MindLeaders' entire liability and Your exclusive remedies shall be (A), for breach of
the Presentation Software warranty set forth in clause Q, herein, the correction of errors in the Presentation Software that cause
breach of the warranty as verified by MindLeaders, and in the event MindLeaders is unable to make the Presentation Software
operate as warranted, You shall be entitled to recover a pro rats portion of the License Fees paid to MindLeaders (based on the
period of time the Licensed Products were not usable due to the non -conforming Presentation Software); or (8) for breach of the
warranty set forth in clause Q herein, the replacement of any nonconforming version of the Licensed Products with a version
which conforms to the characteristics of the warranty set forth in clause ii above. In the event of any Access Code
malfunction or any other operation of the Access Code which causes Licensed Products to become inoperable other than at
the conclusion of the License Term, MindLeaders will provide You with authorization codes to permit Your continued use of the
Licensed Products as licensed hereunder. MindLeaders does not warrant that the functions contained in the Licensed
Products will meet Your specific requirements, that Your Licensed Users will obtain a certain outcome or performance as a
result of using the Licensed Products, or that the operation of the Licensed Products will be entirely free of non -substantive
errors or will appear exactly as pictured in the Licensed Product documentation.
(A) LIMITED WARRANTY AND REMEDY: EXCEPT AS SPECIFICALLY STATED ABOVE, THE LICENSED
PRODUCTS 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 PRODUCTS. MINDLEADERS AND ITS DIRECT AND INDIRECT SUPPLIERS DISCLAIM ALL IMPLIED
WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY OR FITNESS FOR ANY PURPOSE
Master Order Confirmation Form (Revised 2008-05-23 sah) Page 4 of 8
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(PARTICULAR, SPECIFIC OR OTHERWISE). SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED
WARRANTIES, SO THIS EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC RIGHTS,
AND YOU MAY ALSO HAVE OTHER RIGHTS THAT CAN VARY FROM STATE TO STATE.
(B) LIMITATION_OF LIABILITY: IN NO EVENT SHALL MINDLEADERS, ITS LICENSORS OR THIRD PARTY
PROVIDERS AND THEIR RESPECTIVE AFFILIATES, AGENTS, EMPLOYEES, DIRECTORS OR SUPPLIERS (INCLUDING,
WITHOUT LIMITATION, CONTENT PROVIDERS) BE LIABLE TO YOU, OR ANYONE CLAIMING THROUGH YOU, FOR (x)
INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, OR (y) ANY DAMAGES WHATSOEVER
RESULTING FROM YOUR LOSS OF USE, DATA OR PROFITS ARISING OUT OF OR IN CONNECTION WITH YOUR OR
YOUR LICENSED USERS' USE OF THE LICENSED PRODUCTS OR THE PERFORMANCE OR NON-PERFORMANCE OF
THE LICENSED PRODUCTS, EVEN IF THE POSSIBILITY OF SUCH DAMAGES WAS FORESEEABLE. FURTHERMORE,
THE LIABILITY OF MINDLEADERS, ITS LICENSORS AND THIRD PARTY PROVIDERS AND THEIR RESPECTIVE
AFFILIATES, AGENTS, EMPLOYEES, DIRECTORS AND SUPPLIERS (INCLUDING, WITHOUT LIMITATION, CONTENT
PROVIDERS) HEREUNDER ARE LIMITED SOLELY TO YOUR DIRECT DAMAGES, NOT TO EXCEED THE FEES PAID BY
YOU TO MINDLEADERS UNDER THIS LICENSE AGREEMENT IN THE THEN PRECEDING TWELVE (12) MONTHS FOR
THE LICENSED PRODUCT WHICH ARE THE SOURCE OF THE DIRECT DAMAGES. SOME STATES 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.
10. INSTANT MENTORING : If licensed under this Order Confirmation Form by you MindLeaders' Instant Mentoring
(the "Instant Mentoring ") consist of certain online support provided to Your Licensed Users who access MindLeaders'
Courses (through the Internet via a MindLeaders' Web site) using Your supplied and compatible Web browser software. The
following terms and conditions are applicable solely to the licensing of the Instant Mentoring:
(A) Online support will be provided through designated online classrooms established for one or more series of
MindLeaders' Courses. Authorized Licensed Users who seek mentoring assistance will be presented a classroom window
when accessing a MindLeaders' Course through the Internet. Subject to the limitations set forth herein, classrooms generally
will be monitored by one or more online mentors. Each classroom window will allow authorized Licensed Users to
communicate with the online mentors in the designated classroom. Authorized Licensed Users may submit subject matter
questions to the online mentor through the classroom window. Online mentors will use commercially reasonable good faith
efforts to respond to appropriate subject matter questions submitted by Licensed Users. Generally, responses to questions
will either be in the form of an answer to the question, if known by the mentor, or acknowledgement of the question if the
mentor is unable to resolve the question online. Questions that cannot be resolved online will be referred to subject matter
experts for resolution offline. The Instant Mentoring shall only be provided in English.
(B) Subject to the limitations provided herein, the Instant Mentoring generally will be available 24 hours per
day, seven days per week. Except for scheduled down time, classrooms will be available 24 hours per day to permit
communication between Licensed Users and other end users participating in the classrooms. Online mentors will not be
available during certain times or under the following circumstances: (i) during one or more shifts on recognized public holidays
in the United States of America; (ii) during the holiday period commencing on December 24 and ending on the first business
day in January; (if) and with respect to certain courses where providing substantive responses may constitute the
unauthorized practice of law, medicine or other profession which is regulated by a state or states. MindLeaders reserves the
right not to provide mentoring services for courseware that it no longer offers.
(C) The Instant Mentoring are being provided by MindLeaders through a contract with a third party provider
and are provided by MindLeaders and such third party provider on a best endeavors basis. Neither MindLeaders nor its third
party provider shall have any liability whatsoever to You or any individual Licensed Users with respect to any or all responses,
answers and resolutions to questions submitted by individual Licensed Users, whether such responses, answers or resolutions
are communicated through a classroom window.
(D) MindLeaders reserves the right to establish, from time to time, specific Rules of Conduct that will govern all
postings, inquiries, questions and other material of any sort submitted through a classroom window. Such Rules of Conduct, if
and when established, shall be posted on a designated MindLeaders Web site or will otherwise be made available to You for
its review.
11. REFERENCE LIBRARY : If licensed under this Order Confirmation Form Agreement by You, MindLeaders'
Reference Library (the "Reference Library ") provide Your Licensed Users the right to use the online libraries of third party
reference materials, editorial materials, electronic books and other resources offered by OCLC Online Computer Library
Center, Inc., a third party provider ("NetLibrary") as are individually identified on the first page of the Order Confirmation Form
Agreement. The content, features, programs and hours of operation of the Reference Library may be expanded,, restricted,
updated or otherwise changed by NetLibrary in its sole discretion at any time. The following terms and conditions are
applicable solely to the licensing of the Reference Library:
(A) Each Reference Library licensed under this Attachment is licensed on a "per user" basis, and not more than the
"Number of Licensed Users" specified in this Attachment may use the particular Reference Library during this Attachment
term.
(B) Each of Your Licensed User's rights to use the Reference Library are expressly subject to the following
restrictions and You are responsible for ensuring that all of Your Licensed Users accessing the Reference Library comply
with these restrictions: (i) Your Licensed Users may not reproduce, retransmit, distribute, sell, license, sublicense, publish,
broadcast or circulate any content or other materials accessed through the Reference Library ; (ii) access to the servers for
the Reference Library is restricted to conventional, non -accelerated Web browsers, and Your Licensed Users may not use
Master Order Confirmation Form (Revised 2008-05-23 sah) Page 5 of 8
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any product, Web browser or any browser feature that significantly accelerates the speed of page downloads, such as NetJet,
NetSonic, MSIE Crawler, Teleport-Pro, and similar tools; (iii) Your Licensed Users may not use Web robots, crawlers,
wanderers or spiders in connection with the Reference Library ; (iv) Your Licensed Users must not use Reference Library
for any purpose that is unlawful, defamatory, obscene, abusive, sexually explicit, racist, threatening or encouraging of conduct
that would constitute a criminal offense or give rise to civil liability actions; (v) Your Licensed Users must comply with the terms
of use as presented by MindLeaders upon each Licensed User's access to the Reference Library; and (vi) Your Licensed
Users must also comply with the Terms of Use published by NetLibrary at http://www.NetLibrary.com/TermsOfUse.aspx. If
either MindLeaders or NetLibrary detects or becomes aware of any failure to comply with any of these restrictions, it may
suspend that Licensed User's access to the Reference Library ;
(C) All content included in the Reference Library is the property of third party publishers or copyright holders, and
is protected by copyright and other laws relating to proprietary rights. All software used on the Web sites for the Reference
Library is the property of MindLeaders or NetLibrary or their software providers and is protected by copyright and other laws.
MindLeaders, NetLibrary and their content providers and software suppliers retain all rights in their respective properties
worldwide;
(D) MindLeaders and NetLibrary represent and warrant to You that the Reference Library will not infringe upon any
copyright, patent, trade secret or other proprietary right of any third party. You will indemnify and defend MindLeaders and
NetLibrary from and against any loss, damage, liability, cost or expense arising out of (i) the breach of the license by Your
Licensed Users of the Reference Library ; and (ii) the misuse of the Reference Library license by Your Licensed Users;
(E) You understand and agree that any use of the Reference Library and the content therein by You or Your Licensed
Users is entirely at Your and Your Licensed Users' own risk. You agree to take appropriate measures to safeguard Your data
and information from malfunctions of the Reference Library ;
(F) EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, THE REFERENCE LIBRARY AND ITS CONTENT ARE
PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND. MINDLEADERS, NETLIBRARY AND THEIR
RESPECTIVE AFFILIATES, AGENTS, EMPLOYEES, DIRECTORS, AND SUPPLIERS EXPRESSLY DISCLAIM ANY SUCH
WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND FREEDOM FROM VIRUSES. NEITHER
MINDLEADERS NOR NETLIBRARY WARRANT THAT THE OPERATION OF THE REFERENCE LIBRARY WILL BE
ERROR FREE OR WITHOUT INTERRUPTION. ALL LIABILITY WITH RESPECT TO THE ACCURACY, RELIABILITY
AND/OR QUALITY OF THE THIRD PARTY CONTENT SHALL REMAIN WITH THE RESPECTIVE CONTENT PROVIDER,
AND YOU SHALL HAVE NO REMEDY AGAINST MINDLEADERS OR NETLIBRARY WITH RESPECT TO THE SAME.
NEITHER NETLIBRARY NOR ITS CONTENT PROVIDERS WARRANTS, GUARANTEES OR MAKES ANY
REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF NETLIBRARY'S WEBSITE OR THE
CONTENT THERE.;
(G) IN NO EVENT SHALL MINDLEADERS, NETLIBRARY AND THEIR RESPECTIVE AFFILIATES, AGENTS,
EMPLOYEES, DIRECTORS OR SUPPLIERS (INCLUDING, WITHOUT LIMITATION, CONTENT PROVIDERS) BE LIABLE
TO YOU, OR ANYONE CLAIMING THROUGH YOU, FOR (i) INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGES; OR (it) ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, ARISING
OUT OF OR IN CONNECTION WITH YOUR OR YOUR LICENSED USERS' USE OF THE REFERENCE LIBRARY , THE
PERFORMANCE OR NON-PERFORMANCE OF THE REFERENCE LIBRARY OR THE CONTENT ACCESSIBLE
THROUGH THE REFERENCE LIBRARY , EVEN IF THE POSSIBILITY OF SUCH DAMAGES WAS FORESEEABLE; AND
(iii) THE LIABILITY OF MINDLEADERS, NETLIBRARY AND THEIR RESPECTIVE AFFILIATES, AGENTS, EMPLOYEES,
DIRECTORS AND SUPPLIERS (INCLUDING, WITHOUT LIMITATION, CONTENT PROVIDERS) HEREUNDER IS LIMITED
SOLELY TO YOUR DIRECT DAMAGES, NOT TO EXCEED THE FEES PAID BY YOU TO MINDLEADERS UNDER THE
ORDER CONFIRMATION FORM AGREEMENT IN THE THEN PRECEDING TWELVE(12) MONTHS AS ALLOCABLE TO
THE REFERENCE LIBRARY;
AND
(H) The limitations expressed in paragraphs (F) and (G) in this Section shall not be interpreted as limiting the
MindLeaders indemnification expressed in Section 8 above, having the section heading "Patent and Copyright Infringement."
12. TECHLABS PRODUCT. If selected by You under this Attachment, MindLeaders' TechLabs provides a license to use
TechLabs' third party training Courseware. The following terms and conditions are applicable solely to the
licensing of MindLeaders' TechLabs Product:
(A) MindLeaders grants to You a non-exclusive, non -transferable license to permit Licensed Users to use the Labs
identified in the TechLabs Access list cited above (each a "Lab" and collectively the "Labs") on a per Lab Unit basis. A "Lab
Unit" is a predetermined measurement of time allotted to complete each Lab; a Lab Unit is equal to approximately one hour of
time. Lab Units are used to schedule the hardware and software necessary to use and complete the Lab. As an example, if a
Lab is 3 (three) Lab Units in length, the hardware and software will be reserved for a period of three (3) hours. Licensed Users
must access the MindLeaders Web site and pre -schedule the Lab(s) they wish to take. Lab Units expire when any or all of
the following occur: (i) one year from date of payment for the Lab Unit use; (it) when used by a Licensed User prior to the one-
year expiration date for Lab Unit use; and (iii) if a Licensed User pre -schedules a Lab, but (x) does not cancel the Lab at least
one (1) hour before the Lab start time, or (y) the Licensed User starts the Lab but fails to complete the Lab Unit. Once a
Licensed User completes a Lab, the Licensed User will not be able to access that Lab again unless the Licensed User
reschedules in advance and uses additional Lab Units.
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(B) The Labs offered under this Attachment are provided to MindLeaders by TechSkills, LLC ('TechSkills"), a third
party vendor. MindLeaders shall provide to You, through TechSkills' technical support group, technical mentoring for Your
Licensed Users. TechSkills' Technical Support is available from 9:00 A.M. to 6:00 P.M. Central Standard Time, Mondays
through Sundays, at telephone number 1-888-832-4830, and online at www.labsupport@techskills.com,
(C) EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN OR IN THE UNDERLYING MASTER LICENSE
AGREEMENT, THE LABS CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY
WARRANTIES OF ANY KIND. MINDLEADERS AND TECHSKILLS EXPRESSLY DISCLAIM ANY SUCH WARRANTIES,
WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER MINDLEADERS NOR TECHSKILLS
MAKES ANY GUARANTEES OR WARRANTIES THAT THE LABS, THE WEB SITE OR ACCESS THERETO WILL BE
ERROR -FREE AND FUNCTION WITHOUT INTERRUPTION, OR MEET ANY PARTICULAR LICENSED USER
REQUIREMENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER MINDLEADERS NOR
TECHSKILLS MAKES ANY WARRANTY OR ASSURANCE THAT THE LAB(S) WILL MEET CERTIFICATION
REQUIREMENTS OF ANY REGULATORY, LICENSING AGENCY, OR OTHER THIRD PARTY, WITHIN OR OUTSIDE OF
THE UNITED STATES.
13. MindLeaders' third party providers are intended third party beneficiaries of this License Agreement and may enforce
the rights granted to them hereunder directly against You. Your Licensed Users shall not be considered third party
beneficiaries under this License Agreement and MindLeaders' third party providers shall have no liability whatsoever to Your
Licensed Users with respect to the Licensed Products.
14. The portion of the License Fee paid for the Instant Mentoring and the Reference Library are separate and distinct from
any aggregate License Fees payable by You to MindLeaders under the Order Confirmation Form Agreement. In the event
MindLeaders fails to perform or observe any material term or obligation under this License Agreement and does not cure such
failure within thirty (30) days after receipt of written notice thereof from You, You may, as Your sole and exclusive remedy for any
such failure, and as MindLeaders' sole and exclusive liability therefore, terminate this License Agreement upon written notice to
MindLeaders and recover from MindLeaders a pro rate refund of the License Fee paid under the Order Confirmation Form
Agreement with respect to the particular product or service that is the source of Your direct damages. No termination of this
License Agreement shall constitute a termination of any other agreement entered into between You and MindLeaders.
Furthermore, no default of MindLeaders under the terns and conditions of this License Agreement shall be considered a default
under another agreement entered into between You and MindLeaders.
15. MINDLEADERS PLuS. If licensed by You under this Order Confirmation Form Agreement and if accompanied by the
purchase of Courseware as Licensed Products, You shall receive the MindLeaders Personal Learning Service ("MindLeaders
PLuS"). MindLeaders PLuS consists of and includes the following in the License Fee: a Personal Learning Plan created for
each of Your Licensed Users up to four (4) times per each annual period during the License Term, with each such Personal
Learning Plan being prepared by a Personal Learning Advisor, Each Personal Learning Plan shall incorporate the fact that
certain Licensed Products have been purchased by and are available to you. Each such Personal Learning Plan, when
stripped of all personally identifiable information, shall be the sole property of MindLeaders, and You shall have a perpetual,
irrevocable, royalty -free license for each granted to You.
16. GENERAL: If any provision of this License Agreement is held to be unenforceable, the enforceability of the
remaining provisions shall in no way be affected or impaired thereby. In the event one or more of the Licensed Products as
licensed hereunder becomes unavailable for any reason, the unavailability will not affect Your license for any of the other
Licensed Products, This License Agreement shall be governed by the local laws of the State of Ohio. If You have any
questions concerning this License Agreement, You should contact MindLeaders, Inc. at its corporate headquarters in
Columbus, Ohio, U.S.A. by e-mail at <legal@MindLeaders.com>; by toll free telephone number, 1-800-223-3732; or by fax
number at 614-880-1910. For warranty technical support help, You should initially go to MindLeaders' Web site at
htto://www.MindLeaders and follow the assistance prompts for Product Support; or call MindLeaders' toll free telephone
number, 1-800-223-3732, during business hours (8 A.M. to 6 P.M. Eastern Standard Time) Mondays through Fridays
(exclusive of U.S. holidays).
17. This License is made subject to any restrictions concerning the export of the Licensed Products from the U.S. that
may be imposed upon or related to You or the Licensed Products from time to time by the U,S. Government. You agree that
You will not export (via Web access or otherwise) from the country location identified as part of Your address on the Order
Confirmation Form Agreement, directly or indirectly, any Licensed Products or technical information acquired from
MindLeaders or its third party providers under this License Agreement to any Country for which the U.S. government or any
agency thereof at the time of export requires an export license or other governmental approval, without first obtaining the
written consent to do so from MindLeaders and the U.S. Department of Commerce or authorized agency of the U.S.
government when required by an applicable statute or regulation.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT AND YOU INDICATE YOUR ACCEPTANCE
OF ITS TERMS AND CONDITIONS. YOU ALSO AGREE THAT THIS LICENSE AGREEMENT AND THE ORDER
CONFIRMATION FORM AGREEMENT CONSTITUTE THE FINAL, COMPLETE AND EXCLUSIVE STATEMENT OF THE
LEGAL RELATIONSHIP BETWEEN US WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND SUPERSEDES ALL
Master Order Confirmation Form (Revised 2008-05-23 sah) Page 7 of 8
ind%eaders
PRIOR AND CONTEMPORANEOUS WRITTEN AND ORAL NEGOTIATIONS, UNDERSTANDINGS AND AGREEMENTS
THAT MAY BE CONTAINED IN YOUR PURCHASE ORDER OR OTHER ORDERING DOCUMENT.
Master Order Confirmation Form (Revised 2008-05-23 sah) Page 8 of 8