Terms of Services – Virtual Mentor™
Effective Date: December 1, 2016Prior Versions: None
This Terms of Services Agreement (the "Terms” or "Agreement") constitutes a binding agreement between you ("you" or "client") and Institute for Personal Leadership LLC (“IPL”, "we", "us", and "our") with respect to your use of IPL’s invention Virtual Mentor™, U.S. Patent Pending, and related IPL sites and services (collectively, “Virtual Mentor”). Virtual Mentor is, in part, a proprietary digital and asynchronous closed loop instructional media content distribution and feedback system. It is provided to authorized clients and students as a tool for practicing personal impact skills using role-play challenges and peer-to-peer feedback. Before you continue using Virtual Mentor, it is important that you carefully review the Terms.
Acceptance of TermsBy using Virtual Mentor, you accept these Terms and agree to be bound by them. Acceptance of these Terms creates a binding contract between you and IPL that you will use Virtual Mentor only in a manner consistent with these Terms. Your use of Virtual Mentor is entirely conditioned on and subject to your compliance with these Terms. If you do not agree with these Terms, do not access or use Virtual Mentor. We require that you be 13 years or older to use Virtual mentor; if you are under 13 years old, you should not access or use Virtual Mentor without special written consent of IPL.
Ownership and Use of Virtual MentorVirtual Mentor, including its invention, software, design and content are owned, licensed, and/or operated by IPL. Except as permitted under this Agreement, copying, storing, displaying, reproducing, distributing, selling, licensing, sublicensing, publishing or creating derivative works of any content or materials on Virtual Mentor are expressly prohibited without the prior written permission from IPL. IPL grants you during the period of your authorized use of Virtual Mentor a non-exclusive, non-transferable, limited right to access, view, use, display and print information on Virtual Mentor, including all the materials provided therewith, for your personal, informational, noncommercial use only.
Conflicts with Other AgreementsYour use of Virtual Mentor may be pursuant to an agreement between IPL and your employer. If there is any conflict between that agreement and these Terms, that agreement will prevail with respect to such conflict.
Amendment of Terms; Termination
a. We reserve the right to change these Terms at any time. If we make any material changes to these Terms, we will post the new Terms here and update the Last Revised date set forth above. You are responsible for reviewing the Terms on Virtual Mentor and noting any changes which have been made to prior versions.
b. This Agreement and your use of Virtual Mentor as provided for hereunder shall continue until terminated as provided herein. You agree that IPL may at any time without notice to you: terminate this Agreement; suspend or terminate your use of Virtual Mentor; or terminate your account and delete any content stored in your account; and you agree that IPL may take the foregoing actions for any reason, including if, in IPL’s sole discretion, you fail to comply with any of these Terms or if a competent regulatory authority requires us to do so, or may do so without cause.
c. Upon termination of this Agreement or termination or suspension of your use of Virtual Mentor, all rights and licenses granted by IPL to you hereunder shall immediately terminate.
PasswordWhen you register as a Virtual Mentor user, you may be asked to provide a password. You are the only person permitted to use this password to access and use Virtual Mentor. As you will be responsible for all activities that occur under your password, you are responsible for maintaining the confidentiality of your password. You must notify IPL immediately of any unauthorized use of your password or if you believe that your password is no longer confidential. We reserve the right to require you to alter your password if we believe that your password is no longer secure. We may rely on the authority of anyone using your password, and in no event shall we be liable for any compromise of the confidentiality of your password or any unauthorized access using your password.
Prohibited ConductThe following conduct is prohibited with respect to use of Virtual Mentor:
a. to use Virtual Mentor:
i. for any unlawful purposes;
ii. to create, produce, or distribute any material that is obscene, offensive, blasphemous, pornographic, unlawful, threatening, menacing, malicious, fraudulent, misleading, abusive, harmful to any person or property, false, an invasion of privacy or publicity rights, defamatory, libelous, vulgar, illegal or otherwise objectionable;
iii. to create, produce, or distribute any material that you do not have a right to transmit or communicate under any contractual or fiduciary relationship or which infringes any copyright, trademark, patent or other intellectual property right or any moral right of any party including, but not limited to IPL; or
iv. to harm minors in any way, including, but not limited to, content that violates child pornography laws, child sexual exploitation laws and laws prohibiting the depiction of minors engaged in sexual conduct;
b. to interfere with, harm or disrupt (or attempt to interfere with or disrupt) Virtual Mentor or servers or networks connected to Virtual Mentor, or disobey any laws, requirements, procedures, policies or regulations governing access to or use of Virtual Mentor or networks connected to Virtual Mentor;
c. to access or attempt to access any information, documents or material that you are not authorized to access; or
d. to use any robot, spider, or other such programmatic or automatic device to obtain information from Virtual Mentor or otherwise monitor or copy any portion of Virtual Mentor;
Disclaimers VIRTUAL MENTOR, INCLUDING RELATED SERVICES, SITES, AND IPL PRODUCTS AND SERVICES ARE PROVIDED BY US "AS IS" WITHOUT ANY OTHER WARRANTIES WHATSOEVER. ALL OTHER EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED. TO THE FULLEST EXTENT PERMITTED BY LAW, IPL DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF ITS SERVICES.
Limitations of Liability and Damages
a. IPL, ITS MEMBERS, OFFICERS, EMPLOYEES, REPRESENTATIVES, SERVICE PROVIDERS, AND SUPPLIERS SHALL NOT BE RESPONSIBLE FOR NOR BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO VIRTUAL MENTOR, INCLUDING ANY RELATED SITE, SERVICES, OR INFORMATION CONTAINED WITHIN VIRTUAL MENTOR, INCLUDING, BUT NOT LIMITED TO, YOUR DOWNLOADING OR UPLOADING OF ANY MATERIAL, DOCUMENTS, OR VIDEOS.
b. PAID SERVICE: SOLE REMEDY. YOUR SOLE AND EXCLUSIVE REMEDY FOR FAILURE TO DELIVER A PAID OR UNPAID SERIVCE OR BREACH OF ANY OBLIGATION WITH RESPECT TO A PAID OR UNPAID SERVICE SHALL BE A REFUND OF THE AMOUNT PAID FOR THE SPECIFIC PAID OR UNPAID SERVICE AT ISSUE AND IN NO EVENT SHALL IPL'S LIABILITY FOR FAILURE TO DELIVER SUCH ITEM EXCEED SUCH AMOUNT.
c. TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE DISCLAIMERS, WAIVERS AND LIMITATIONS CONTAINED IN THE TERMS, INCLUDING WITHOUT LIMITATION SECTIONS 9 AND 10, SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. APPLICABLE LAW MAY NOT ALLOW THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 10, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. IF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF IPL UNDER SUCH CIRCUMSTANCES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED THE GREATER OF TWO HUNDRED DOLLARS ($200.00) OR THE LOWEST AMOUNT ALLOWED BY LAW.
IndemnificationYou agree to indemnify, defend and hold harmless IPL, its members, employees, agents, suppliers, and any third-party service providers to Virtual Mentor from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, arising from the following: any breach of these Terms or of any representation, warranty, or covenant you make herein; your access to and use of Virtual Mentor; and your grant of rights and licenses to IPL pursuant to these Terms.
a. Entire AgreementThese Terms constitute the entire agreement between IPL and you with respect to your use of Virtual Mentor including related services. IPL's failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision. If a court should find that one or more rights or provisions contained in these Terms are invalid, you agree that the remainder of the Terms shall be enforceable.
b. Choice of Law and VenueThis Agreement shall be governed and interpreted in accordance with the substantive law of the State of New York, United States, without regard to its conflict of law provisions. The parties agree that any litigation arising out of this Agreement, or relating to the operation of Virtual Mentor or content appearing therein, shall be brought only in the state or federal courts located in New York, New York. The parties irrevocably submit to the exclusive jurisdiction of such courts and hereby waive any challenge to the propriety or convenience of jurisdiction or venue of such courts. Without limiting the effect of any disclaimer contained herein, any cause of action you may have with respect to your use of Virtual Mentor must be commenced within one (1) year after the claim or cause of action arises.c. AssignmentYou may not assign the Agreement and/or any of the rights or obligations contained herein. IPL may freely assign this Agreement and the rights and obligations contained herein.d. NoticesIPL may notify you of certain events relating to Virtual Mentor, or your use of it. We may choose to notify you of these matters via a general notice on Virtual Mentor, the website related to it, email to your e-mail address on record in IPL's account information, or by written communication sent by U.S. mail, postage pre-paid, to your address on record in IPL's account information. If we notify you by mail, mail notice shall be deemed to have been given upon the expiration of three days after mailing (ten days if sent by international airmail); if we sent you notice by email, such notice shall be deemed to have been given upon the expiration of twenty-four (24) hours after sending. You may give notice to IPL (such notice shall be deemed given when received by IPL) at any time only by the following: email sent by confirmed delivery to the following email addresses: firstname.lastname@example.org and email@example.com; or letter delivered by nationally recognized overnight delivery service or certified mail, return receipt requested, addressed to IPL at the following address: Attn: David M. Slater, General Counsel, Institute for Personal Leadership LLC, c/o Slater Law, 240 West 73rd Street, Suite 701, New York, NY 10023.
e. TrademarksAll brand, product, and service names used by Virtual Mentor™ which identify IPL or third parties and their products and services, including Virtual Mentor™, Mentora™, Institute for Personal Leadership®, Inner Mastery. Outer Results®, are proprietary marks of IPL and/or the relevant third parties. Nothing in the Terms shall be deemed to confer on any person any license or right on the part of IPL or any third party with respect to any such image, logo or name.
f. Patents and CopyrightsVirtual Mentor is an invention of IPL, with a patent pending in the United States and by extension other countries throughout the world. Nothing in the Terms shall be deemed to confer on any person any license or right from IPL with respect to such patent or any copyrights owned by IPL.
If you have any comments or questions about these Terms, Virtual Mentor, or related sites or services, please contact us by email at firstname.lastname@example.org.