End User License Agreement

This End User License Agreement (this “Agreement“) is a binding agreement between Business Acumen Institute, LLC (“Licensor“) and the person that is using or seeks to use the Online Training Programs of Sequent (Software) as an individual Authorized User (“You”) or on behalf of a group of Authorized Users, as designated by Licensee (as defined herein).

LICENSOR PROVIDES THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM. BY CLICKING THE “ACCEPT” or “CONTINUE” BUTTON or OTHER MEANS PROVIDED FOR ACCEPTANCE YOU (A) ACCEPT THIS AGREEMENT AND AGREE TO BE LEGALLY BOUND BY ITS TERMS; (B) REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER; AND (C) REPRESENT AND WARRANT THAT YOU ARE AN AUTHORIZED USER (AS DEFINED BELOW). IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, LICENSOR WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO YOU AND YOU MUST NOT DOWNLOAD, INSTALL, VIEW, OR USE THE SOFTWARE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SOFTWARE THAT LICENSEE DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF LICENSOR’S SOFTWARE.

1.     Definitions. For purposes of this Agreement, the following terms have the following meanings:

“Authorized Users” means solely those individuals or groups of individuals identified via email or in writing by Licensee as individuals authorized to use the Software pursuant to the license granted under this Agreement.

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Licensee” means the individual or entity that has submitted an Order Form to Licensor (or received an Order Form from Licensor, as applicable) in connection with such Licensee’s purchase of licenses to download, install, view, or use the Software by Authorized Users.

“Order Form” means the statement of work, purchase order, invoice, web-order confirmation, or other order form related to the purchase of one or more licenses to download, install, view, or use the Software.

“Software” means the classes, workshops, tutorials, learning programs, and other digital or online media described on an Order Form, including, without limitation, online video or interactive modules, pre-recorded or live video or audio presentations, and other digital or online teaching tools related to such software.

2.     Sequent Terms and Conditions. Reference is hereby made to Licensor’s general Terms and Conditions (the “Terms”) accepted or acknowledged by Licensee, and such Terms are incorporated herein by reference. In case of a conflict between such Terms and this Agreement, the terms of this Agreement shall control only to the limited extent of such conflict.

3.     License Grant and Scope. Subject to and conditioned upon strict compliance with all terms and conditions set forth in this Agreement, Licensor hereby grants to You a non-exclusive, non-transferable, non-sublicensable, limited license during the Term to use the Software, solely to the extent that You are and remain an Authorized User, and solely as set forth in this Section 2, and subject to all conditions and limitations set forth elsewhere in this Agreement. This license grants You the right to:

a)      View and use the Software on one (1) computer owned or leased, and controlled by, Licensee. Unless the Order Form expressly states that Licensee is purchasing a network license, each such computer shall be for a single Authorized User.

b)     Use and run the Software in accordance with this Agreement and any instructions or documentation provided by Licensor, solely for Licensee’s internal business purposes.

c)      Use and run the Software for a period of 180 days.

4.     Use Restrictions. You shall not, and to the extent that you supervise any other Authorized Users, You shall require such other Authorized Users not to, directly or indirectly:

a)      use (including make any copies of) the Software beyond the scope of the license granted under Section 2;

b)      provide any other individual or entity, including any subcontractor, independent contractor, affiliate, or service provider of Licensee, with access to or use of the Software, and, if You are provided with a user name, password, or other method of accessing the Software, You shall maintain the confidentiality of such method of accessing the Software and shall not share it with any other individual or entity;

c)      modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software or any part thereof;

d)      combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs;

e)      reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;

f)       copy the Software, in whole or in part;

g)      rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, or any features or functionality of the Software, to any individual or entity that is not an Authorized User for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time sharing, service bureau, software as a service, cloud, or other technology or service; or

h)      use the Software or Documentation in violation of any law, regulation, or rule.

5.     Collection and Use of Information.

a)      You acknowledge that Licensor may, directly or indirectly, collect and store information regarding Your use of the Software and about equipment on which the Software is installed or through which it otherwise is accessed and used.

b)      Licensee agrees that the Licensor may use such information for any purpose related to any use of the Software by Licensee or on Licensee’s equipment, including but not limited to (i) improving the performance of the Software or developing; and (ii) verifying Your and Licensee’s compliance with the terms of this Agreement and enforcing the Licensor’s rights, including all Intellectual Property Rights in and to the Software.

6.     Intellectual Property Rights. You acknowledge and agree that the Software is provided under license, and not sold, to You or Licensee. Neither You nor Licensee acquires any ownership interest in the Software under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted hereby and subject to all terms, conditions, and restrictions under this Agreement. Licensor and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Software and all Intellectual Property Rights arising out of or relating to the Software, except as expressly granted to You and the Licensee in this Agreement. You shall safeguard all Software from infringement, misappropriation, theft, misuse, or unauthorized access.

7.     Term and Termination. This Agreement and the license granted hereunder shall remain in effect for the term set forth on the Order Form or until earlier/until terminated as set forth herein (the “Term“).

a)      Licensor may terminate this Agreement and the license provided hereunder, effective immediately upon notice to Licensee, if You or any other employee or agent of Licensee, including any Authorized User, breaches this Agreement.

b)      At the conclusion of the Term, or if Licensor sooner terminates this Agreement, Licensor may remotely terminate Your ability to use and view the Software.