Corporate Member Contract - Corporate Membership

NLI Annual Corporate Membership: Subscription Terms and Conditions

These NLI Terms and Conditions (the “Terms”) govern the license and use of NLI’s Corporate Membership Subscription, Portal, and Services. These Terms, together with and the Corporate Membership Subscription Agreement, constitute the valid, complete, and binding contract between Company and NLI, or its Affiliate (the “Agreement”).

Appendix A
Subscription Terms and Conditions

DEFINITIONS

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with NLI or Company, as the case may be.

“Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Agreement” means this Corporate Membership Subscription Agreement specifying the Services, Corporate Membership Portal Access, and Content to be provided hereunder that is entered into between NLI and Company, including any addenda and supplements thereto. By entering into an Agreement hereunder, an Affiliate agrees to be bound by the terms of this Corporate Membership Subscription Agreement as if it were an original party hereto.

“Authorized User” means an individual within the Company’s Human Resource Department, Talent Management Team or Company’s equivalent department within the country and/or agreed upon territory where Subscription is purchased, for whom Company have purchased a subscription, and to whom Company or NLI have supplied a user identification and password.

“Company” or “Company’s” means the company or other legal entity solely within the country and/or agreed upon territory accepting this Agreement, which have signed this Agreement. This Agreement shall not be extended to any other regions, countries, divisions or other legal or corporate entities, regardless of whether such divisions or legal or corporate entities are owned by, affiliated with or under common control with Company.

“Content” means (1) NLI Intellectual property, (2) information obtained by NLI from publicly available sources (3) or third party content providers, made available to Company and Authorized Users in part, or wholly, by NLI through the Corporate Membership Portal or any other means of distribution under this Agreement.

“Corporate Membership Portal” means password restricted online database that houses the Content provided by NLI under this Agreement.

“Intellectual Property” means any and all tangible and intangible: (i) works associated with authorship, including copyrights, trademark and trade name rights, (ii) trade secret rights, (iii) patents, design rights, and other industrial property rights, and (iv) all other intellectual property rights (of every kind and nature however designated) whether arising by operation of law, treaty, contract, license, or otherwise, together with all registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof.

“NLI” means NeuroLeadership Institute and Affiliates.

“Services” means the Corporate Membership products and services as identified in section 2(a) below, made available in part, or wholly, by NLI via the Corporate Membership Portal or any other means of distribution under this Agreement.

SERVICES AND CONTENT

Subscriptions. (a) Access to Services, the Corporate Membership Portal and its Content are purchased by the Company as a subscription. The Subscription term will start on the Effective Date for twelve (12) months and automatically renew for, with the same terms and conditions, two additional consecutive one (1) year term[s], after which Termination (as defined below) applies. Prior to Termination, Company may renew Subscription for a renewal fee, which will be outlined in an amendment and/or additional Agreement.
Subscription Benefits:
1. Services inclusions:
  1. One (1) x up to 60-minute welcome call with NLI account team
  2. Admission pass(es) to annual NLI Summit per Subscription year
  3. 10% discount pricing for admission to NLI’s Practice Area–focus Summits per Subscription year
  4. 10% Discount to NLI Brain-Based-Coaching and Certificate in the Foundation of NeuroLeadership Programs per Subscription year
  5. Access to NLI regional events such as NLI Talent Leader Exchanges & C-Suite Retreats
2. Corporate Membership Portal Inclusions: Allows unmetered access to Content in NLI’s three (3) practice areas of Performance, Diversity and Inclusion and Learning &Change for Authorized Users that will include over 180 unique assets from the following categories:
  1. NLI Published Content to include:
    1. Journals
      1. Journal papers
      2. Journal paper summaries
  2. Industry Research Papers, by NLI
  3. Company Case studies, presentations in the following areas (Audio and video format):
    1. Manager Capability
    2. Strategy
  4. On-demand learnings on current and emerging NLI and industry approaches in the area of Performance, D&I and learning and change:
    1. Access to Webinar recordings
    2. Access to Webinar slides
  5. NeuroLeadership Summit Recordings:
    1. Breakout Sessions
    2. Keynotes
    3. Scientist Sessions
  6. News Media
    1. Original NLI content authored and published in national news and media channels

*Services and/or Content may be updated at any time without notice

License Grant

License Grant. Subject to the terms and conditions of this Agreement, and conditioned on Company’s and its Authorized Users’ compliance therewith, Licensor hereby grants to Company a non-exclusive, non-sublicensable and non-transferable, limited license to access the Corporate Membership Portal, and to use of the Services and Contents solely for the Permitted Uses during the Agreement Term.
Permitted Uses. Subject to the restrictions described under Key Components and Prohibited Uses herein, the following are “Permitted Uses” of Corporate membership portal, Content and Services:

a. Corporate Membership Portal may be accessed solely by Authorized users. Services and Content may be used for viewing, downloading, copying, and printing by Authorized Uses, for noncommercial, informational purposes and assisting Authorized Users with strategy formation throughout the Company.

Prohibited Use. In addition to the restrictions under Key Components, the following are Prohibited Uses of the Corporate membership portal, Content and Services:
1. the Corporate Membership Portal, Content and the Services are strictly limited to Authorized Users. Corporate Membership Portal passwords shall only be provided to Authorized Users. For the avoidance of doubt, Content may not be shared outside of the Company.
2. Company must not enter into this agreement if Company is a direct competitor of NLI, except with NLI’s prior written consent. Any unauthorized use of the Corporate Membership Portal, its Content or the Services will constitute a material breach of this Agreement.

RESPONSIBILITIES

Responsibilities. Company will (a) use commercially reasonable efforts to prevent unauthorized access to or use of the Corporate Membership Portal, Services and Content, and notify NLI promptly of any such unauthorized access or use, (b) be responsible for Authorized Users’ compliance with this Agreement, (c) include NLI’s trademark and copyright notice provided on the material(s), and (d) use the Corporate Membership Portal, Services and Content only in accordance with this Agreement and applicable laws and government regulations, (e) not use the Neuroleadership Institute mark, logo, tradename or trademark without express written permission.
Company will not (a) permit direct or indirect access to or use of any Service or Content, the Corporate Membership Portal in a way that circumvents a contractual usage limit of sharing the materials with anyone outside of Company’s Human Resource Department, Talent Management Team or Company’s equivalent department, (c) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service to store or transmit Malicious Code, (g) interfere with or disrupt the integrity or performance of the Corporate Membership Portal or third-party data contained therein, (h) attempt to gain unauthorized access to any Service, the Corporate Membership Portal, or Content or its related systems or networks, (i) sell, resell, license, sublicense, distribute, make available, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (j) copy a Service or any part, feature, function or user interface thereof, (k) copy Content except as permitted herein, (l) frame or mirror any part of any Service or Content, other than framing for Company’s own internal business purposes, (m) access any Service or Content in order to build a competitive product or service or to benchmark with a Non-NLI product or service, or (n) reverse engineer any Service or Content (to the extent such restriction is permitted by law).
Any use of the Corporate Membership Portal or Services in breach of this Agreement, by Company or Users that in NLI judgment threatens the security, integrity or availability of NLI Services, may result in immediate suspension or Termination of the Services and access to the Corporate Membership Portal, however NLI will use commercially reasonable efforts under the circumstances to provide Company with notice and an opportunity to remedy such violation or threat prior to such suspension.
Removal of Content. If NLI is required by a licensor to remove Content, or receive information that Content provided to Company may violate applicable law or third-party rights, NLI may so notify Company and in such event Company will promptly remove such Content from Company’s systems and notify Authorized Users of the same. If Company do not take required action in accordance with the above, NLI may disable the applicable Content, and/or Services until the potential violation is resolved.

FEE AND TERM

Fees, Invoicing, and Payment. NLI will present Company with an invoice for payment on or shortly following the Effective Date; net 30-day payment terms apply. Company is liable to pay all fees specified in this Agreement: (i) fees are based on Services and Content subscriptions purchased and not actual usage (ii) upon the Effective Date, Company payment obligations are non-cancelable and fees paid are non-refundable.
Company is responsible for providing complete and accurate billing/invoicing and contact information to NLI and notifying NLI of any changes to such information. NLI will provide Company access to the Corporate Membership Portal and Services within seven (7) business days following the Effective Date. Non-payment is considered a material breach of the agreement and will result in Termination in accordance with section 5 below.
Term. The Agreement term will commence on the Effective Date for one (1) year (the “Term”).
Renewal Term. This Agreement will automatically renew for up to two additional consecutive one (1) year term[s] unless either a Party gives the other Party written notice of non-renewal at least 30 days prior to the expiration of the then-current term (“Renewal Term”).
Termination for Convenience. NLI may terminate this Agreement for any reason and at any time by providing written notice to Company. If NLI terminates the Agreement prior to the end of the Term, a partial refund will be issued for the balance of the Term.
Termination Upon expiration of the Term and/or Renewal Term or termination of the Agreement for any reason Company immediately forfeits any and all license rights and must cease any use, delivery, reproduction, and/or distribution of Content, of Services and/or NLI Intellectual Property, associated material and cease accessing the Corporate Membership Portal and notify Authorized Users of the same. Reproduction and/or distribution may include, but is not limited to, display of Content, Direct and/or related materials in or on internal systems, platforms, intranets, databases.

CONFIDENTIALITY AND OWNERSHIP

Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party“) to the other party (“Receiving Party“), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Company agree to keep NLI Services and Content Confidential. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement.
Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
Ownership. NLI retains sole ownership and intellectual property rights to to the Corporate Membership Portal and its Content, Services, as well as to all NLI Intellectual Property, and anything developed by NLI and delivered to Company under this Agreement. No rights are granted to Company hereunder other than as expressly set forth herein. Company have the right to access and use applicable Content subject to the terms of this Agreement. Company grant to NLI and NLI Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into NLI’s services any suggestion, enhancement request, recommendation, correction or other feedback provided by Company or Authorized Users relating to the operation of NLI’s services.

REPRESENTATIONS, DISCLAIMERS, AND INDEMNIFICATION

Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER.
Indemnification. Each party agrees to defend, indemnify, and hold harmless the other party against any claim or loss resulting from the indemnifying party’s breach of its obligations under this Agreement.

NOTICES AND GOVERNING LAW

Governing Law and Manner of Giving Notices. Company are contracting with NeuroLeadership Institute and affiliates. This Agreement shall be governed by the laws of the State of New York. Notices should be addressed to: NeuroLeadership Institute, Inc. at: 599 Broadway, 5th Floor, New York, NY 10012, attn: Legal Department.

GENERAL

1. Entire Agreement. This Agreement is the entire agreement between Company and NLI regarding Company’s use of Services and Content supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.
2. Publicity & Marketing. Company agrees and understand that NLI may identify you as a Corporate Member and use your Company name and/or logo on NLI marketing materials including NLI websites and flyers for promotional purposes.
3. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety, without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
4. Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries under this Agreement.
5. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect

Update as of February 12, 2018.