END USER LICENSE AGREEMENT (EULA) FOR MINDPRO®

I. INTRODUCTION

THIS LICENSE AGREEMENT (the "AGREEMENT") IS A LEGAL CONTRACT BETWEEN YOU AND SIX SIGMA MANAGEMENT INSTITUTE INC. ("SSMI") AND PROVIDES THE TERMS OF USE FOR THE MINDPRO® ONLINE TRAINING SYSTEM.  PLEASE READ THE AGREEMENT CAREFULLY.  BY LOGGING INTO THE MINDPRO® SYSTEM OR OTHERWISE USING MINDPRO® OR ACCESSING ANY MINDPRO® CONTENT, YOU ACKNOWLEDGE AND ACCEPT ALL TERMS AND CONDITIONS OF THE LICENSING AGREEMENT.  THE LICENSING AGREEMENT IS AVAILABLE FOR VIEWING AT WWW.MINDPROWEB.COM/TERMS.PHP.   PLEASE NOTE:  THE MONTHLY FEE IS A REACCURING SUBSCRIPTION CHARGE AND WILL BE AUTOMATICALLY BILLED TO YOUR METHOD OF PAYMENT EACH MONTH UNTIL YOU CANCEL YOUR SUBSCRIPTION OR IT IS TERMINATED.  YOU MUST CANCEL YOUR SUBSCRIPTION BEFORE IT RENEWS EACH MONTH IN ORDER TO AVOID BILLING OF THE NEXT MONTH’S FEES.  WE DO NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL MONTH SUBSCRIPTION PERIOD.  TO CANCEL YOUR SUBSCRIPTION, CONTACT SSMI AT (480) 515-0890.  TO RECEIVE A FULL REFUND PELASE CONTACT SSMI AT PHONE NUMBER ABOVE WITHIN 48 HOURS OF ACTIVATION.   AFTER 48 HOURS YOU WILL BE LEGALLY BOUND BY THE TERMS OF THIS AGREEMENT.

II. GRANT OF LICENSE

Subject to the terms and conditions of this agreement, SSMI hereby grants you, the customer ("Customer"), a non-exclusive license to use the MindPro®.  SSMI retains all other rights, title, and interest in MindPro®.  All rights not granted to Customer under this Agreement, including Federal and international intellectual property rights, are hereby reserved by and to SSMI.

Unless otherwise expressly agreed in writing by SSMI, Customer is the only authorized user to access and login to the MindPro® Training Program the customer has purchased. The MindPro® Training Program may not otherwise be shared or used concurrently on multiple computers.

Customer grants SSMI and its agents the right to audit Customer’s use of MIndPro® at any time upon reasonable notice.

III. REPRODUCTION AND MODIFICATION

Customer may not copy or download the videos within MindPro® under any circumstances.  Customer may download other types of media assets such as PDF’s or Excel files as allowed by MindPro’s functionality.  Except as expressly provided in writing by SSMI, Customer may not modify, update, customize, or reverse-engineer the MindPro® system or any associated documentation in any manner or for any purpose. 

MindPro® may not be integrated with other programs or hardware devices, nor may Customer create any derivative works based on MindPro®, including any product or application having functionality similar to MindPro®.

IV. ASSIGNMENT AND TRANSFER

Customer may not sell, distribute, loan, sublicense, or rent MindPro® to a third party, nor may Customer transfer or assign any of Customer’s rights under this Agreement to a third party.

V. TERM OF LICENSE

The license is effective upon Customer’s acceptance of the Agreement, or upon Customer’s use of MindPro®, even if Customer has not expressly accepted this Agreement.  The license is thereafter effective until terminated or revoked.

SSMI may terminate this Agreement at any time without notice if Customer does not adhere to each and every provision of the Agreement.  Customer may terminate this license at any time by providing SSMI with written notification of Customer’s termination of the license.

Upon termination of the license under any circumstances, Customer agrees to immediately cease use MindPro®.  Customer further agrees to provide SSMI with written verification that Customer’s use of MindPro® has ceased.

VI. WARRANTY

SSMI provides MIndPro® "as-is" without warranty as to its performance or results of its use.  SSMI hereby disclaims all warranties, express or implied, to the extent authorized by law.  Customer hereby assumes responsibility for use of MindPro® and any effects resulting from such use including those due to the quality and/or performance of MindPro®.

The provisions of this section shall survive the termination of the Agreement, but shall not imply any further rights, including continued use of MindPro®.

VII. REMEDIES

Under this Agreement, Customer’s sole remedy is to cease use of MindPro® and immediately contact SSMI.  SSMI will use reasonable efforts to provide Customer with a version update or technical advice within reason, or at the sole discretion of SSMI, refund Customer’s purchase price for the purchased training program.

SSMI shall bear no responsibility for any harm, actual or perceived, resulting from any use of MindPro®.

VIII. INDEMNIFICATION

Customer agrees to hold SSMI and its agents, officers, and employees harmless from any and all liabilities, expenses, damages, and other claims arising from use of MindPro® by the Customer or any third party.

IX. GENERAL

Any part of this Agreement found to be void and unenforceable shall not affect the validity of the remaining terms in the Agreement.

This Agreement shall be governed by the laws of the State of Arizona.  This agreement will not be governed by the conflict of law rules of any jurisdiction.  Customer hereby consents to the exclusive jurisdiction and venue of the federal or state courts sitting in Arizona to resolve any disputes arising under this agreement.

The MindPro® curriculum and instructional content remains the sole property of and is copyrighted by Dr. Mikel J. Harry Ltd. – all rights reserved.   

This Agreement constitutes the full and complete agreement between Customer and SSMI and shall supersede all prior agreements, whether oral or written.  This Agreement may only be modified by a signed writing from an authorized agent of SSMI.