USE OF TRAININGMADE MATERIALS AGREEMENT

IMPORTANT: READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING AND REGISTERING THIS TRAINING MATERIAL WITH TRAININGMADE.

These terms and conditions constitute the entire legal agreement between you and your Company and TrainingMade concerning the proprietary training content from TrainingMade. Downloading this training content with TrainingMade indicates your acceptance of these terms and conditions, which supercede any conflicting terms and conditions in your purchase order. If you do not agree with them, do not purchase and download the training content. As the person accepting this agreement on behalf of your Company, you certify that you have the authority to bind your Company to the terms of this agreement

1. GRANT OF USAGE

A) Definition of Usage Fee: A usage fee is the amount of money paid by a visitor to the TrainingMade website when he or she goes to the store section of the TrainingMade website and:

Selects a product from the products available to purchase on the TrainingMade website, which includes selecting a Usage Term which is based on the number of years the usage will be in force, and
Places the TrainingMade product or products into his or her online Shopping Cart, and
Selects the option to Process Order, and
Enters the appropriate payment information, and
Selects the option to Submit Order, and
The Order is processed by Yahoo Merchant, and
A Funds transfer takes place from the customer’s credit card company to TrainingMade’s bank

B) TrainingMade grants to your Company and your Company accepts a limited, non-exclusive usage to Use copies of the proprietary training content selected from the TrainingMade website, including, the right to modify and customize the training content solely for your Company’s Internal Use. Your Company will receive the training content in electronic format through electronic download. If you are an independent consult you may only purchase the content for a specific customer. You may not use the product with multiple customers as you must purchase a separate usage for each customer. Your Company may not (i) distribute copies of the training content to third parties other than your Company’s employees (with or without charge), (ii) post the training content on the Internet or any other local or global information network for display or copying, provided however, your Company may post the training content on your Company’s internal network solely for its employees’ use of the training content for Internal Use, (iii) except as set forth herein, modify the training content or create any derivative works based on the training content, (iv) translate, reverse-engineer, disassemble, or decompile the training content, or (v) disable any licensing or control features of the training content. All rights not expressly granted are reserved by TrainingMade.

C) The term “Use” means the use, copying and displaying of the training content and includes the limited right to modify and customize the training content in accordance with the terms and conditions set forth in this Agreement. “Internal Use” means use for the purposes that do not directly produce revenue for your Company and shall be restricted to the copying and distribution of the training content for the training of your Company’s employees on a unique and non-transferable basis. Without limitation, Internal Use does not include the distribution, reselling, selling, licensing, renting or leasing the training content (as modified or in original form) to other parties in the ordinary course of business.

D) Exclusion: No provisions of this agreement shall apply to certain TrainingMade products for customers located in Canada. Canadian company, PowerfuLeaders Alliance Inc. (PLA) retains rights, titles and interests to these products in Canada. Products not available for sale in Canada will be specified on the website.

2. TERM

This Agreement is effective upon receipt of payment in full of the Usage Fee. Your Company may terminate this Agreement at any time upon written notice to TrainingMade and by destruction and deleting all copies of the training content, and any portions thereof from any computer(s) or network server on which this training content is installed. TrainingMade may terminate this Agreement by notice to Your Company if Your Company breaches any term of this Agreement, provided, however, this Agreement shall terminate immediately and without notice upon Your Company’s breach of any usage term or confidentiality provision contained herein. Your Company will delete and destroy all existing copies of the training content and any portions thereof, on termination of this Agreement.

3. RETURN POLICY

Given the sensitive nature of intellectual property and the ease with which it may be illegally copied or used, TrainingMade will not refund any Usage Fee paid.

4. LIMITED WARRANTY. THE TRAINING CONTENT IS DELIVERED “AS IS”, AND TRAININGMADE DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGMENENT.

This disclaimer of warranty constitutes an essential part of this Agreement. Some states do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations and exclusions may not apply. This warranty gives Your Company special legal rights, and Your Company may also have other rights which vary from state to state.

5. LIMITATION OF LIABILITY. TRAININGMADE SHALL NOT BE LIABLE TO YOUR COMPANY OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES OR SIMILAR DAMAGES, INCLUDING LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO THE USE OF THIS TRAINING CONTENT, EVEN IF TRAININGMADE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply.

6. CONFIDENTIALITY

Any proprietary information, which is identified as confidential and which is provided by one party to the other shall be considered “Confidential Information” under this Agreement. The parties acknowledge and agree that the training content (with the exception of those portions comprised of Your Company’s Materials) shall be considered TrainingMade’s “Confidential Information”. Each party shall take such measures to protect Confidential Information of the other party as it takes to protect its own similar proprietary and confidential information, but no less than those measures that are commercially reasonable. This restriction shall not apply to any Confidential Information which is already known by the receiving party, is or becomes publicly available through no fault of the receiving party, or is required to be disclosed by government or judicial order (provided that the receiving party gives the disclosing party notice of any order to disclose the Confidential Information and opportunity to protect such Confidential Information from disclosure and any such disclosure shall be solely for the purpose of complying with the order and such Confidential Information shall continue to be considered the disclosing party’s Confidential Information). All Confidential Information provided to a party under this Agreement shall be returned to the disclosing party or destroyed promptly upon termination of this Agreement.

7. EXPORT ASSURANCES

Your Company may not download or otherwise export or re-export the training content or any underlying information except in full compliance with all U.S. and other applicable laws and regulations, including without limitation, the U.S. Export Administration Act, the Trading With the Enemy Act, and International Emergency Economic Powers Act and any regulations there under. Your Company represents and warrants that Your Company is not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or has been listed on the U.S. Treasury Department’s list of Specially Designated Nationals or U.S. Commerce Department’s Table of Denial Orders. Your Company is responsible for complying with any local laws in Your Company’s jurisdiction which may impact Your Company’s right to import, export or use the training content, and you represent that Your Company has complied with any regulations or registration procedures required by applicable law to make this usage enforceable.

8. U.S. GOVERNMENT END USERS

This training content is a “commercial item”, as that term defined in 48 C.F.R. 12.101 (Oct. 1995), consisting of “commercial computer software” and “Commercial computer software documentation” as such terms are used in 48. C.F.R. 12.212 (Sept. 1995). Consistent with 48. C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the training content with only those rights set forth in this Agreement.

9. UPDATES; NEW RELEASES

If updated versions or new releases of the training content are developed, TrainingMade may, at its discretion, make such updates or new releases available to Your Company for such additional Usage Fee as TrainingMade deems appropriate.

10. ASSIGNMENT

Your Company may not assign their rights under this Agreement to any other party without written consent of TrainingMade, which consent may be withheld by TrainingMade in its sole discretion.

11. GOVERNING LAW: SEVERABILITY

This Agreement shall be governed by the laws of the State of Nevada, without regard to conflict of law principles. All disputes hereunder shall be resolved in the applicable state or federal courts of the State of Nevada. The parties consent to the exclusive jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available. The application to this Agreement of the United Nations Convention or Contracts for the International Sale of Goods is expressly excluded. In the event any provision of this Agreement shall be deemed unenforceable, void or invalid, such provision shall be modified so as to make it valid and enforceable, and as so modified the entire Agreement shall remain in full force and effect. No decision, action or inaction by TrainingMade shall be construed to be a waiver of any rights or remedies available to it.

12. NOTICES

All notices or other communications required to be given hereunder shall be in writing and delivered either personally or by U.S. mail, certified, return receipt requested, postage prepaid. Notices delivered personally shall be effective upon delivery and notices delivered by mail shall be effective upon their receipt by the party to whom they are addressed.

13. ENTIRE AGREEMENT

You agree that TrainingMade can disclose the fact that you are a paying customer. You grant TrainingMade the right to reference You, along with Your logo, on the customer section of TrainingMade’s public web site until such time as Your use of the Service is discontinued.

This Agreement is the complete and exclusive statement of agreement between the parties and superceded all proposals or prior agreement, oral or written, and all other communications between parties relating to the subject matter hereof. In the event of a conflict with the provisions of any other document, the provisions of this Agreement will control.

YOUR COMPANY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. THE PERSON ACCEPTING THIS AGREEMENT ON BEHALF OF YOUR COMPANY HAS THE AUTHORITY TO BIND YOUR COMPANY.