A. Parties and General Terms
“Customer,” “You” and “Your” refers to the individual or entity that has ordered the SUCCESS BUILDER Services from us, Partners In Leadership, LLC (“PIL”), such as by executing a work order or other ordering document or ordering interface that accompanies, references or incorporates this Customer Terms of Service and Subscription Agreement (collectively, the “Agreement”). If you purchase subscription(s), sign up or invite user(s) to access the Services, or use or allow use of the Services by such users after being notified of a change to these Customer Terms, you acknowledge your understanding of the then-current Customer Terms and agree to the Customer Terms on behalf of Customer.
If you signed up for a subscription on behalf of an organization such as a corporation or other entity, your organization is Customer. You warrant and represent that you have the necessary authority to enter into this Agreement on behalf of Customer.
This Agreement describes your rights and responsibilities as a customer associated with the SUCCESS BUILDER platform, associated areas of our website (including account administrative portals), any SUCCESS BUILDER software applications that may be made available by us at our discretion, system administration, and system monitoring activities that PIL performs for its SUCCESS BUILDER services, and includes any other services provided by PIL as defined in the ordering document (collectively, the “Services”). The term “SUCCESS BUILDER” refers to the learning and training materials, service features and any associated software products owned by PIL to which PIL grants you access as part of the Services, whether as a web-based, mobile application-based or other process or functionality. The term “Authorized SB Users” shall mean those individuals authorized by you or on your behalf to use the Services, as defined in the ordering document.
B. Ownership and Rights Granted
1. Customer Ownership and License Grant
Authorized SB Users may submit content or information to the Services, such as comments and other feedback regarding curriculum or other material accessible as part of the Services (“Customer Data”). Customer will (a) inform Authorized SB Users of all Customer policies and practices that are relevant to their use of the Services; and (b) ensure the transfer and processing of Customer Data under this Agreement is lawful.
Subject to the terms and conditions of the Agreement, Customer (for itself and all of its Authorized SB Users) hereby grants us and our affiliates and third party contractors a worldwide, non-exclusive, royalty-free, fully paid-up, limited term license to access, use, process, copy, distribute, perform, export and display Customer Data as reasonably necessary (a) to provide, maintain and update the Services; (b) to prevent or address service, security, support or technical issues; (c) to determine and display to users, including users other than Customer’s Authorized SB Users, aggregated counts of “likes” or similar non-narrative feedback received by PIL from Customer’s Authorized SB Users regarding one or more content items accessible via the Services to the extent that the identities of individual Authorized SB Users who provided such feedback are not identified; (d) to display, to users of the Services, comments or other narrative submissions submitted by Customer’s Authorized SB Users to PIL regarding one or more content items accessible via the Services, including displaying such submissions to users other than Customer’s Authorized SB Users to the extent that such submissions have been designated, by the Customer or by an individual Authorized SB User authoring a particular submission, as public or otherwise subject to sharing outside of Customer’s Authorized SB Users to the extent that the identities of individual Authorized SB Users who provided such feedback are not identified; (e) as required by law; and (f) as expressly permitted by Customer. Customer represents and warrants that it has secured all rights in and to Customer Data from its Authorized SB Users as may be necessary to grant this license.
If You choose to provide us with custom branding or images, such as a company logo or other graphics, to be displayed to your Authorized SB Users within SUCCESS BUILDER or the associated Services (collectively and individually “Customer Customization Content”) and we agree to incorporate such Customer Customization Content into user interfaces or other content displayed to your Authorized SB Users within SUCCESS BUILDER or in connection with the Services at your request, Customer hereby grants us and our affiliates and third party contractors a worldwide, non-exclusive, royalty-free, fully paid-up, limited term license to access, use, process, copy, distribute, perform, export and display such Customer Customization Content as reasonably necessary to integrate display of such Customer Customization Content to your Authorized SB Users in association with their use of the Services. Customer shall retain all right, title interest and associated goodwill in such Customer Customization Content and represents and warrants that it has secured all rights, including under trademark and copyright, necessary to grant this license.
2. PIL Ownership and License Grant
PIL retains ownership of our Services and all materials provided by PIL in association with the Services, including all related intellectual property rights. You acknowledge and agree that the Services may contain content or features that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws, and that nothing herein grants You any ownership rights in the intellectual property of PIL. We may make software components available, via app stores or other channels, as part of the Services at our discretion. We grant to Customer a non-sublicensable, non-assignable, non-exclusive, limited license for Customer and its Authorized SB Users to (a) access content provided by PIL in association with the Services through PIL’s website or through software that PIL may make available for purposes of accessing such content, and (b) to use the object code version of client-side software that PIL may make available at its discretion in association with the Services, but solely as necessary to use the Services and in accordance with this Agreement, the User Terms, and any end-user license agreement that accompanies a specific software component or application. All of our rights not expressly granted by a license herein or in an application-specific license agreement are hereby retained.
You are responsible for your Authorized SB Users’ compliance with this Agreement and the User Terms. You agree that you do not acquire under this Agreement any license to use the SUCCESS BUILDER programs specified in the ordering document in excess of the scope and/or duration of the Services. Upon the end of the Agreement, your right to access or use the SUCCESS BUILDER programs specified in the ordering document and the Services shall terminate.
If Customer or its Authorized SB Users provide us with any feedback or suggestions regarding the Services or associated applications, Customer grants us (on behalf of itself and all of its Authorized SB Users and other Customer personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer, any Authorized SB User or other Customer personnel.
C. Use of the Services
Customer must comply with, and ensure that its Authorized SB Users comply with, this Agreement and the User Terms. We may review conduct for compliance purposes, but we have no obligation to do so.
The Services may not be accessed by more than the number of users for which subscriptions have been purchased by Customer or offered free of charge by us. Additionally, the Services and content may only be displayed or performed in a public setting, including a conference room or classroom, if Customer has purchased seats for all Authorized SB Users who are in attendance. An Authorized SB User’s password may not be shared with any other individual and a subscription may only be reassigned to a new individual replacing one who will no longer use the Services.
D. Limitation on Rights Granted
You may not:
E. Subscription Term and User Accounts
The Services and access to SUCCESS BUILDER are subject to subscriptions to be paid in advance, unless Your use falls within requirements of a free tier (such as based on Your total user count), if any, that PIL offers at a given time. PIL may change the terms of such free tiers at its discretion upon notice. Every subscription term paid for in advance is non-cancellable by You for the paid-for subscription term. The Agreement remains in effect until all subscriptions ordered under the Agreement have expired or been terminated or the Agreement itself terminates. Termination of the Agreement will terminate all subscriptions.
A subscription allows an Authorized SB User to access the Services, such as through our website or a SUCCESS BUILDER software application, to the extent PIL offers such an application at its discretion. A subscription is required for each Authorized SB User. Each Authorized SB User must agree to the User Terms to activate their subscription. Subscriptions commence when we make them available to Customer and continue for a term (such as monthly or annually) that is specified at the time a given subscription is initiated by You, such as by being displayed on a webpage in an administrative portal when a new Authorized SB User is added and/or when payment information is requested from You. Each subscription is for a single Authorized SB User for a specified term and is personal to that Authorized SB User.
Subscriptions for additional Authorized SB Users may typically be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of the subscription term remaining at the time the subscriptions are added, subject to our pricing tiers in effect at the time. Any added subscriptions will terminate on the same date as the underlying subscriptions.
We or Customer may terminate the Agreement and associated user accounts on notice to the other party if the other party materially breaches the Agreement and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. Customer is responsible for its Authorized SB Users, including for any breaches of this Agreement or the User Terms caused by its Authorized SB Users. We may terminate the Agreement immediately on notice to Customer if we reasonably believe that the Services are being used by Customer or its Authorized SB Users in violation of applicable law. Upon termination, You and your Authorized SB Users will be denied access to the SUCCESS BUILDER programs and the Services, and must destroy all content downloaded or otherwise obtained through the Services, as well as copies of such materials, whether or not such copies were authorized by PIL.
Upon any termination for cause by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by us, Customer will pay any unpaid fees covering the remainder of the term of those subscriptions after the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees payable to us for the period prior to the effective date of termination.
G. WARRANTY AND LIMITATION OF LIABILITY
Limited Warranty. PIL DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, SECURE, OR THAT ALL SOFTWARE ERRORS WILL BE CORRECTED. THE SERVICES ARE PROVIDED AS-IS AND WITHOUT WARRANTY OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, INCLUDING EXPRESS AND IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME STATES DO NOT ALLOW DISCLAIMERS OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY. CUSTOMER ACKNOWLEDGES THAT NO REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THE AGREEMENT HAVE BEEN MADE RESPECTING THE SERVICES TO BE PROVIDED HEREUNDER, AND THAT YOU HAVE NOT RELIED ON ANY REPRESENTATION NOT EXPRESSLY SET OUT IN THE AGREEMENT.
Disclaimer of Incidental and Consequential Damages; Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER ANY THEORY INCLUDING CONTRACT AND TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCTS LIABILITY) FOR ANY INDIRECT, SPECIAL OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF THE PARTY CAUSING SUCH DAMAGES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PIL’s maximum liability for direct damages of any kind arising out of the Agreement shall be limited to the total amount of fees paid or payable by You to PIL under the Agreement for the twelve (12) months immediately preceding the claim.
1. Governing Law
The interpretation, validity and enforcement of the Agreement, and all legal actions brought under or in connection with the subject matter of the Agreement, shall be governed by the laws of the State of California (without regard to conflict-of-law principles). You consent to jurisdiction by the state and federal courts sitting in the Central District of California. Each party submits to the exclusive jurisdiction of these courts and agrees not to commence any legal action under or in connection with the subject matter of the Agreement in any other court or forum.
The Agreement will be enforced to the fullest extent permitted under applicable law. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement will remain in effect.
3. Force Majeure
Neither PIL nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
4. No Third Party Beneficiaries
There are no third party beneficiaries to the Agreement.
No failure or delay by either party in exercising any right under the Agreement will constitute a waiver of that right. No waiver under the Agreement will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
The sections titled “Ownership and Rights Granted,” “Limitation on Rights Granted,” “Warranty and Limitation of Liability,” and “Miscellaneous” will survive any termination or expiration of the Agreement.
7. Compliance with Laws
For the avoidance of doubt, nothing herein shall inhibit PIL’s ability to comply with any applicable laws. Furthermore, PIL reserves the right to revise the Customer Terms or User Terms to meet any requirement imposed by any applicable law, rule or regulation, or to address matters concerning confidentiality.