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VitalSmarts® Standard Terms and Conditions of Purchase

MSA or Bulk Ordering Arrangements
To the extent an order is being placed under a signed Master Services Agreement or other bulk ordering agreement, the terms and conditions of those agreements shall apply.

Purchase Orders
The VitalSmarts Standard Terms and Conditions referenced below shall be the sole agreement between the parties, and any additional terms and conditions appearing on a purchase order shall not apply unless expressly agreed to in writing by both parties.

Taxes and Charges
Client is responsible, without limitation, for all applicable shipping and handling charges, sales and/or withholding taxes. VitalSmarts will add such charges and taxes to the invoice and Client will be responsible for payment of such taxes, unless Client provides to VitalSmarts a valid exemption certificate or other document acceptable to the authority imposing the tax. Client is responsible for all duties and other government fees applicable to the purchase and import of VitalSmarts products.

Shipping and Payment
All orders are shipped F.O.B. shipping point. Unless otherwise specified in the applicable Order or Event Confirmation Form, any and all payments are due 30 days following receipt of invoice.

Order Cancellation and Returns (other than training)
All purchases are non-cancellable and non-refundable. VitalSmarts will, as its sole remedy, replace defective product with conforming product provided returns are made within 10 business days of receipt. Fees for postponing or cancelling training class are set forth below.

Cancellation of Training or Other Event
If Client cancels an event, Client is responsible for all non-refundable travel costs incurred, regardless of cancellation date. If Client cancels an event with more than 30 days’ notice to VitalSmarts, there is no cancellation fee and any fees previously paid will be credited to your next event or purchase (except non-refundable travel costs mentioned above). If Client cancels with fewer than 30 days’ notice to VitalSmarts, Client is responsible for 100% of the fee for the event. Notice of cancellation must be in writing and will be deemed given when received by VitalSmarts. Notice may be given via e-mail to cancellation@vitalsmarts.com or overnight courier addressed to: VitalSmarts, Attn: Customer Service, 282 River Bend Lane, Provo, UT 84604, USA.

Virtual Training of Content
If Client has ordered Virtual Training of Content, which includes Crucial Conversations® Online and any other online training delivery, this section shall apply. Client agrees that it will take all measures necessary to ensure that only Client employees for which Client has paid the applicable participant fee are given access to the Virtual Training content. Further, if Client discovers that an individual has accessed the Virtual Training content in contravention of the foregoing, Client will take all measures necessary to end the unauthorized access and will also inform VitalSmarts of the unauthorized access. This included, but is not limited to, recording the sessions by screen capture or any other modality, any inappropriate distribution and also sharing of a computer during sessions. In order to prevent any unauthorized use and distribution of VitalSmarts’ content, Client agrees that it (and its affiliates, employees, agents and contractors) shall not record any of the training without VitalSmarts’ advance written permission. Client agrees to abide by registration instructions and procedures for Virtual Training provided by VitalSmarts from time to time. Client acknowledges and agrees that a participant in Virtual Training may not cancel his/her registration once registration for a Virtual Training course has been confirmed. Even if a participant does not attend the course at all, or in its entirety, the registration fee will be earned by VitalSmarts. Any access to our online training platforms shall be subject to any end-user license agreement, terms of use, privacy policy or other similar agreement provided on the online training platform site.
Client’s Order Confirmation Form or Event Confirmation Form shall specify the start and end date for each user license to access the virtual training content on the virtual training platform. If Client wishes to extend the term of any such license, VitalSmarts may allow that upon payment of the current license extension fee in effect at the time.
For “pay as you go” licensing, Client must agree to purchase a minimum number of licenses during the Term of the Order Confirmation Form or Event Confirmation Form. If Client shall be billed by VitalSmarts as licenses are utilized and Client has not utilized the minimum number of licenses by the end of the Term, VitalSmarts shall bill Client for any unused licenses at that time.
If Client pays up front for a specific number of licenses and exceeds that number of licenses at any time, VitalSmarts shall bill Client for those additional licenses at its then current rate, or at the rate specified in the Order Confirmation Form or Event Confirmation Form, if applicable.

Speeches
If Client has ordered for a speech or other similar event, the following additional terms and conditions shall apply: Payment is invoiced and due in two installments. The first 50% of the fee will be billed upon signing, and the remaining 50% of the fee will be billed following completion of the event.

Copyright Protection
All goods, materials and other information delivered to Client, including during training and facilitation sessions, are subject to copyright protection and are licensed for the limited internal use by Client on a non-exclusive, non-transferable basis.

Limited Warranty
VitalSmarts warrants that programs, materials and services provided are non-infringing and will comply with published product specifications. With the exception of the foregoing, all programs, materials and services are provided without warranty, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose.

Intellectual Property
Client acknowledges and agrees that as between Client and VitalSmarts, VitalSmarts and its licensors is/are, and remains, the owner(s) of all intellectual property rights in and to the Programs, Services, and Materials, whether or not protected by patents. Client acknowledges that certain materials associated with GTD® and Getting Things Done® are property of the David Allen Company, which licensed these to VitalSmarts. VitalSmarts acknowledges and agrees that Client will retain all its rights, title, and interest in and to Client’s products, trademarks, technology, inventions, techniques, data, designs, and other information, whether or not protected by patents.

Limited License
VitalSmarts grants to Client a nonexclusive, nontransferable, limited license to use the Programs and Materials solely for Client’s internal use by employees of Client during the Term. Persons receiving the Materials pursuant to the foregoing license are referred to in this Agreement as “Participants.”
Client will pay the applicable Program fees for each Participant (if included in the Agreement). Participants are permitted to retain indefinitely for their personal reference the tangible Program materials. Client agrees to use any white papers, articles, program videos, wall charts, and other program materials and facilitation aids only internally during the Term of this Agreement and any term specified in the relevant Statement of Work. Neither Client nor its employees (nor contractors or consultants) shall have any right to copy, distribute, publicly display, license, sub-license, create derivative works from, or make any other use of any such property and materials.

Recording
Audio, digital and/or video recording by Client and/or any Client employee of any VitalSmarts presentation or training is strictly prohibited, unless VitalSmarts provides its express written consent in advance to such recording, in its sole discretion.

Version: These terms and conditions are valid for all orders completed on or after January 23, 2018.
Please click here for copies of prior terms and conditions.