LAST UPDATED 7/19/2022
IMPORTANT – READ ALL OF THE TERMS AND CONDITIONS IN THIS LICENSE CAREFULLY BEFORE AGREEING TO AND ACCEPTING THIS LICENSE. BY CLICKING THE “ACCEPT” BUTTON ON THE ACCOMPANYING COMPUTER SCREEN, OR BY DOWNLOADING, INSTALLING OR OTHERWISE USING THE TRAINING MATERIALS, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE, DO NOT PURCHASE, DOWNLOAD, INSTALL OR OTHERWISE USE THESE MATERIALS. ONCE MATERIALS HAVE BEEN DOWNLOADED, INSTALLED OR ACQUIRED, ALL SALES ARE FINAL AND NON-REFUNDABLE.
Recitals
See ME, Inc., has developed a customer-service training program, See ME: Customer Service Training in Compassionate Care, and related materials (“Training Materials”) (Collectively, “Programs”) based on a set of Seven Core Principles and related Action Steps for organizations involved in the delivery of long-term care and assisted living services. See ME, Inc. offers three types of license models for these Programs: Self-Study, Classroom, Both (“License Type”)
This is a license agreement (“Agreement”) by and between you (“Licensee”) and See ME, Inc., a Minnesota Corporation (“See ME, Inc.”), and is made and effective as of the first date accepted by you (“Effective Date”).
This license applies only to properties registered at the time of purchase by Licensee. A property is defined by a building(s) with a registered mailing address. If multiple properties are registered at the time of purchase, the number of employees used to calculate the cost of the program will be equal to the number of employees working at all properties registered. If Licensee adds a new property with a new physical address, a new license will be required for use on that property based on the number of employees at the time of purchase working at that property. Program use in any unregistered property is considered a violation of the license agreement and subject to penalty.
Terms
1. License.
a. See ME, Inc., grants to Licensee a perpetual, non-exclusive, non-transferrable, license to utilize the Training Materials for the purposes of providing the License Type selected by Licensee and identified on the License Receipt (defined below) (“Authorized Trainings”). Use of Training Materials or the conducting of trainings utilizing the 7 Principles for the benefit of facilities not identified on the Receipt or otherwise inconsistent with the terms of this Agreement, are deemed a breach of the terms of this Agreement and will result in the immediate termination of all licenses granted Licensee and possible penalties.
b. See ME, Inc. grants to Licensee a perpetual, non-exclusive, non-transferable, license to copy and distribute Training Materials as is necessary to provide such copies to participants of Authorized Trainings. Copies may only be stored or distributed via internal systems and must not be accessible by outside parties or other members of the public. Copies and distribution are only permissible as a part of an Authorized Training.
c. See ME, Inc. grants to Licensee a perpetual, non-exclusive, non-transferable license to access any Authorized Training Materials that may be available via See ME, Inc.’s website. In the event See ME, Inc. may terminate operations, See ME, Inc. will take reasonable steps to provide downloadable copies to Licensee prior to terminating access. Notice to terminate will be sixty (60) days and use of the website will be available for up to ninety (90) days after notice to terminate is given to allow for continued functionality during the transition period.
d. In the event of the termination of Licensee’s license due to breach of this Agreement, Licensee understands and agrees that it will destroy all copies of Training Materials in its possession, including all digital files retained in Licensee or its agent’s computer systems.
e. Licensee is granted a limited royalty-free non-exclusive license to use See ME, Inc.’s logos, trademarks and slogan related to See ME, Inc.’s Training and the 7 Principles program in its marketing brochures, proposals, grant requests, and other related promotional materials.
2. License Receipt.
The accompanying Receipt provides, among other things, the training type, pricing, licensee name and address, and the number of employees at the time of initial licensing (this includes all full-time, part-time, and temporary employees, including all job responsibilities and levels of authority) identified as covered by License, etc. In consideration for the license granted herein, Licensee will pay to See ME, Inc. the fee provided in the License Receipt.
3. Licensee’s Rights and Obligations.
a. The 7 Principles identified within the training, including the specified action steps, may not be modified or deleted from any training utilizing the Training Materials. Modules can be bundled and offered in different order and at different times for customization purposes. However, no authorized modifications may include the removal of See ME, Inc.’s copyright or trademark notices.
b. Licensee will use See ME, Inc.’s Logo in relation to the offering of all See ME, Inc. Trainings, and in a manner consistent with any brand guidelines as presented on See ME, Inc.’s website.
c. For classroom delivery and instruction, licensee will utilize the purchasing organization’s internal trainers or independent trainers who are certified to teach the program through See ME, Inc.
d. Licensee acknowledges See ME, Inc.’s exclusive ownership of See ME, Inc.’s trademarks and copyrights. Licensee agrees not to take any action inconsistent with such ownership and to cooperate, at See ME, Inc.’s request, in any action which See ME, Inc. deems necessary or desirable to establish or preserve See ME, Inc.’s exclusive rights in and to See ME, Inc.’s copyrights and trademarks. Licensee will not adopt, use, or attempt to register any trademarks or trade names that are confusingly similar to the See ME, Inc.’s trademarks or in such a way as to create combination marks with See ME, Inc.’s trademarks. All goodwill associated with See ME, Inc.’s trademarks shall accrue to the benefit of See ME, Inc.
e. Licensee agrees that if it or its authorized agents, trainers, or facilitators violates any of these obligations See ME, Inc. may take appropriate remedial action, including, immediate license revocation and recovery of monetary damages. Licensee’s rights to provide trainings, use and distribute materials, and utilize See ME, Inc.’s trademark is contingent on Licensee and its agents and representative’s continued and ongoing compliance with the quality standards of See ME, Inc.
f. Licensee agrees to take reasonable steps to cause its authorized agents, trainers, or facilitators to comply with the terms and conditions of this Agreement.
4. Limitation of Liability.
Licensee acknowledges and agrees that neither See ME, Inc. nor its owners, board members, officers, employees or agents, will be liable for any loss or damage arising out of or resulting from Licensee’s use of the Training Materials and 7 Principles provided by See ME, Inc. and hereby releases See ME, Inc. to the fullest extent possible from any such liability, loss, damage or claim.
5. Indemnity.
Licensee agrees to indemnify See ME, Inc., its owners, board members, officers, employees and agents from and against any and all claims (including third party claims), demands, actions, suits, expenses (including attorney’s fees) and damages resulting in any way from the providing of services or materials related to the subject matter of this Agreement, any breach of the terms of this Agreement and any other act of Licensee.
6. Waiver.
Any failure or delay by either party to exercise any right, power of privilege hereby granted shall not operate or be construed as a waiver thereof.
7. Governing Law.
This Agreement shall be governed by the laws of the State of Minnesota. Any action between the parties shall be venued in Hennepin County, Minnesota.
8. Termination.
This license is perpetual from the Effective Date, unless terminated by See ME, Inc. in the event of the following, or as otherwise provided herein:
a. if the Licensee is in breach of any term of this Agreement and has not cured such breach within SEVEN (7) days of See ME, Inc.’s notice of the same;
b. If any of the following are found, including:
i. that it is found that Licensee misrepresented the number of its employees at the time of execution of this Agreement,
ii. Licensee sells or otherwise provides access to Training Materials to anyone outside of their organization
c. If Licensee becomes insolvent, files for bankruptcy protection or dissolution, or makes an assignment for the benefit of creditors;
9. Severability.
If any provision of this Agreement is deemed unenforceable by a court of competent jurisdiction, all the remaining provisions shall remain in force to the extent permitted by law.
10. Entire Agreement.
This Agreement contains the entire agreement between the parties and supersedes any previous understandings, commitments or agreements. It may not be modified except in a writing signed by both parties.
BY CLICKING THE “ACCEPT” BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE FULLY READ AND UNDERSTAND ALL OF THE TERMS AND CONDITIONS THAT FOLLOW, INCLUDING THE WARRANTY DISCLAIMER, LIMITATION OF LIABILITY, AND TERMINATION PROVISIONS.
