Terms and Conditions

BY REGISTERING FOR, BY ACCESSING OR BY USING ANY PARTNERS’ PROPRIETARY MATERIALS, YOU ARE CONCLUDING OR CONFIRMING A LEGALLY BINDING CONTRACT BASED ON THESE TERMS (“AGREEMENT”) WITH US, PARTNERS IN LEADERSHIP, LLC., ON BEHALF OF YOURSELF AND THE CORPORATE CUSTOMER ON WHOSE BEHALF YOU ARE REGISTERING FOR, ACCESSING OR USING PARTNERS’ PROPRIETARY MATERIALS (HEREINAFTER COLLECTIVELY “You”). IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT REGISTER FOR, ACCESS OR USE ANY PARTNERS’ PROPRIETARY MATERIALS AND NOTIFY US IMMEDIATELY.

The terms of any separate written contract that we may have signed with You, if any, shall prevail over any inconsistent terms of this Agreement with respect to any aspects that are governed by this Agreement and also the separate written contract.

1. No access for competitors. You must not access or use any Partners’ Proprietary Materials if you personally – or the company or organization you represent – provide development services, training, consulting, coaching or any services or materials that are substitutable for, or competitive to, any Partners’ Proprietary Materials (“Competitive Activities”). Without limiting the generality of applicable confidentiality obligations, You must not provide access to, or information about, any Partners’ Proprietary Materials to any individuals or organizations that pursue Competitive Activities. If You are unclear or in doubt whether this Section 1 applies in a particular scenario, You have to notify us and seek written consent from us. If You violate any aspect of this Section 1, You commit a material breach of our Agreement and any and all licenses and permissions relating to access and use of Partners’ Proprietary Materials automatically terminate with the consequence that any further access and use may constitute a violation of applicable laws, including, without limitation, U.S. and foreign copyright laws, trade secret laws and the U.S. Computer Fraud and Abuse Act.
2. Permissions. On the condition that You pay all applicable fees, You fully comply with these Terms and You fully comply with all applicable laws, we grant You a limited, revocable, personal, non-assignable, non-sublicenseable, non-exclusive permission to access and use Partners’ Proprietary Materials for internal purposes. You are not permitted to – and you must not – copy, record, video-tape, transcribe, modify, distribute, publish, display or resell any Partners’ Proprietary Materials, in who or in part, or to provide any services to third parties based on Partners’ Proprietary Materials. If you use or access Partners’ Proprietary Materials in violation of these Terms or any applicable law, you breach our Agreement, access our computers without permission and infringe our intellectual property rights and other rights. We reserve all rights not expressly granted herein, including, without limitation, title, ownership and all intellectual property rights to Partners’ Proprietary Materials, our technologies and any other tangible and intangible items we own or make available. By submitting any information or materials to us, You grant us a non-exclusive, charge-free, unlimited, irrevocable, assignable, sublicenseable permission to copy, modify, distribute, display, commericalize and use in any manner now known or in the future discovered your materials provided that we shall not attribute the materials to You personally, unless you give us permission to do so, expressly or impliedly.
3. Restrictions. You must comply with all of our DO’s and DON’Ts, which we amend from time to time.
4. Changes. We may change Partners’ Proprietary Materials or these Terms, or discontinue Partners’ Proprietary Materials at any time, without advance notice, at our sole discretion, for any or no reason, except as previously committed in an Agreement with You. We may assign any Agreement (rights and obligations) to an affiliated entity or an acquirer of all or substantially all our assets, with notice to You.
5. Warranty Disclaimer. We provide Partners’ Proprietary Materials ‘as is,’ without any express or implied warranties or representations. Your access and use of Partners’ Proprietary Materials at your sole risk. We disclaim any warranties to the maximum extent permitted under applicable law, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, non-infringement, title and quiet enjoyment. In particular, we do not warrant that Partners’ Proprietary Materials will meet any or all of your requirements or expectations, that online tools and services are accessible at all times, that Partners’ Proprietary Materials will function uninterruptedly, timely, secure or error-free or that all errors in Partners’ Proprietary Materials will be corrected. We do not represent or warrant that Partners’ Proprietary Materials are accessible from all devices, or at all times, even if You meet all of our website specific technical requirements.
6. Limitation of Liability. To the maximum extent permitted by applicable law, we disclaim and exclude all liability of Partners in Leadership, LLC., Partners in Leadership LLC and their respective directors, officers, employees, affiliates and subcontractors for any indirect, consequential, incidental, exemplary damages or loss of profits, whether derived from torts, breaches of contract, culpa in contrahendo, positive breach of duty or any other legal theory. Direct damages shall be limited to the amount of fees that You paid to us in the 12 month period preceding the time when we received Your written notice of claim.
7. Confidentiality. You must keep all Partners’ Proprietary Materials confidential and apply security measures to protect confidentiality that are reasonable under the circumstances and no less effective than measures you apply to protect Your own trade secrets and confidential financial information. You may not share or provide access to any Partners in Leadership Materials with anyone within or outside Your organization, except individual persons who meet the requirements of Section 1 of these Terms (No access for Competitors) and who we accept and authorize in a written decision (including an online registration confirmation).
8. Choice of Law and Arbitration. These Terms, our Agreement and any dispute arising out of or related to these Terms, our Agreement or Partners’ Proprietary Materials, shall be governed by California law, except conflicts of law rules. Any such dispute shall be finally settled by arbitration under the rules and auspices of the American Arbitration Association in San Francisco, California, except that either party may seek injunctive relief in any court of competent jurisdiction. The party that ultimately prevails in arbitration or courts shall be entitled to reimbursement for arbitration and court fees as well as reasonable attorneys fees.
9. Third Party Beneficiaries. As the owner of the intellectual property rights that are the subject of this Agreement, Partners In Leadership, IP, LLC is an intended third party beneficiary under this Agreement with the right to enforce its terms.  Except as set forth in the immediately preceding sentence, there are no third party beneficiaries under this Agreement.

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