TPOP-CLIENT TRAINING LICENSE AGREEMENT

This Training License Agreement (“Agreement”) is made between The Power of Preparedness, LLC, a Michigan limited liability company (“Company”), and the undersigned client organization (“Client”) or the organization to whom this license is provided by email or other means mutually agreed to by the Parties.

By checking the box on the registration form, or agreeing to these terms in an email confirmation, the individual accepting this Agreement on behalf of Client acknowledges and agrees to this Agreement and represents and warrants that they have full legal authority to bind Client to all terms and conditions of this Agreement. The Client hereby agrees to the following:

LICENSE AND ACCESS

1.1. Grant of License. Company grants Client a limited, non-exclusive, non-transferable license to access and use Company’s online training materials and learning management system (together, the “Training”) for the term of this Agreement.

1.2. Users and Locations. Client may provide access to the Training to an unlimited number of Client’s employees, contractors, or other approved personnel (“Authorized Users”) at any of the Client’s locations specified in the online purchase process (the “Licensed Locations”).

1.3. No Transfer. This license is for Client’s internal business use only. Client may not sublicense, assign, or transfer access to the Training to any third party (including other companies in a group) without Company’s prior written consent.

2. PERMITTED USE AND RESTRICTIONS

2.1. Permitted Use. Authorized Users may access the Training through Company’s online platform solely for workplace-safety and preparedness education within Client’s organization.

2.2. Restrictions. Client agrees that neither Client nor any Authorized User will:

  • Copy, download (other than temporary streaming or browser caching), record, or store the Training, except as expressly allowed by Company in writing.
  • Reprint, republish, modify, translate, create derivative works from, or distribute the Training in any form.
  • Reverse engineer, decompile, or attempt to access the underlying source code of any Company software.
  • Share log-ins, passwords, or access credentials outside of Authorized Users at Licensed Locations.
  • Use the Training to develop or support a competing product or service.
  • Remove or alter any copyright, trademark, or other proprietary notices.

2.3. Ownership. All rights, title, and interest in and to the Training, including all intellectual property rights, are and will remain exclusively with Company. No ownership rights are transferred to Client under this Agreement.

2.4. Breach of Use Terms. Any violation of this Section 2 is a material breach. Company may suspend or terminate access immediately for any such breach, in addition to any other remedies available at law or in equity.

3. TERM, EXPIRATION, AND RENEWAL OPTIONS

3.1. Activation Date. Client’s access to the Training will begin on the date Company activates Client’s account (the “Activation Date”).

3.2. Access to the Training shall be granted for such period as the Client has specified and paid for in their online order (either 1 year or 2 years), provided Client complies with this Agreement.

3.3. Termination for Cause. Company may suspend or terminate this Agreement immediately upon written notice if Client materially breaches this Agreement and, if the breach can be cured, fails to cure within thirty (30) days after written notice.

3.4. Effect of Expiration or Termination. Upon expiration or termination of this Agreement, all rights to access or use the Training will end, and Client and all Authorized Users must stop using the Training. Company may disable Client’s access accounts at that time.

4. FEES
Appropriate fees specified during the online purchase process will be paid to the Company by the Client. Client hereby acknowledges and agrees that Company shall be permitted to direct its online payment processor to charge Client for appropriate fees and Client shall not dispute such fees.

5. WARRANTY DISCLAIMER; LIMITATION OF LIABILITY; RISK ACKNOWLEDGEMENT

5.1. No Warranties. To the fullest extent permitted by law, Company provides the Training “AS IS” and disclaims all warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Company does not warrant that the Training will be error-free, uninterrupted, or that any particular content will remain available.

5.2. Educational-Only; Violence Is Unpredictable. Client understands and agrees that the Training is for educational and awareness purposes only. Client agrees that violence and other critical incidents are highly situational, can be spontaneous and unpredictable, and cannot be fully anticipated, prevented, or mitigated by any training. Client agrees that the Training cannot guarantee prevention or mitigation of workplace violence, active-shooter incidents, or any other harmful acts.

5.3. Limitation of Liability. Except as provided in Section 6 (Indemnity), in no event will Company be liable to Client (whether in contract, tort, or otherwise) for any indirect, special, incidental, consequential, punitive, or exemplary damages, or for any loss of profits, revenue, data, business, or goodwill, arising out of or relating to the Training or this Agreement, even if Company has been advised of the possibility of such damages.

5.4. Exclusive Remedy. Under any and all circumstances, and except as provided in Section 6 (Indemnity), Company’s total cumulative liability for any and all claims arising out of or related to this Agreement or the Training will not exceed the total amount of fees actually paid by or on behalf of Client to Company specifically for Client’s access to the Training. If no such fees have been paid by or on behalf of Client, Client’s exclusive remedy is termination of this Agreement and discontinuation of use of the Training.

5.5. Third-Party Acts. Client explicitly acknowledges that Company is not responsible or liable for any act or omission of any third party, including any person who commits or attempts to commit a violent or criminal act in or around Client’s premises. Company will not be liable under any circumstances for injuries, deaths, property damage, or other losses caused by such third parties.

6. INDEMNITY

6.1. Client Indemnity. Client agrees to indemnify, defend, and hold harmless Company and its officers, members, managers, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Client’s or any Authorized User’s use or misuse of the Training; or (b) Client’s failure to comply with this Agreement.

6.2. Company Indemnity for IP Infringement. Company agrees to indemnify, defend, and hold harmless Client and its officers and employees from and against claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of any third-party claim that the Training, as provided by Company and used by Client in accordance with this Agreement, infringes any U.S. copyright, trademark, or other intellectual property right. Company’s obligations under this Section do not apply to claims resulting from modifications made by anyone other than Company or from combination of the Training with other products or services not supplied by Company.

7. GOVERNING LAW AND VENUE
This Agreement is governed by the laws of the State of Michigan, without regard to its conflict-of-law rules. Any legal action arising out of or relating to this Agreement or the Training will be brought exclusively in the state or federal courts located in Michigan, and Client consents to the jurisdiction and venue of those courts.

8. MISCELLANEOUS

8.1. Entire Agreement. This Agreement sets out the entire agreement between Company and Client regarding Client’s access to and use of the Training and supersedes all prior written or oral discussions on that subject.

8.2. Amendments. Any amendment to this Agreement must be in writing and signed (including via electronic signature) by both parties.

8.3. Assignment. Client may not assign this Agreement or any rights hereunder without Company’s prior written consent. Company may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.

8.4. Electronic Signatures. The parties agree that electronic signatures and electronically delivered copies of this Agreement as well as agreement via email to these terms and conditions will have the same legal effect as original signatures and paper copies.