A. GENERAL TERMS OF SERVICE
1. SERVICES. Thank you for selecting the services offered to you by MRI Software, LLC and/or its subsidiaries (“MRI”, “MRI Software”, “we”, “our”, or “us”) on this website. These General Terms of Service together with MRI’s Privacy Statement provided to you on the website or documentation for the MRI services you have selected and the Additional Terms and Conditions for the Services (collectively, the “Agreement”) govern your use of these programs and the MRI online services to which you are granted access under this Agreement, including but not limited to programs, components, internet-based services, content, technology, tools, updates, help content, and new releases (collectively, the “Services”). This Agreement constitutes a legal agreement between you (“you” or “your”) and MRI. By purchasing the Services, and/or accessing or using the Services, you indicate that you understand and agree to the terms of this Agreement. If you do not agree to the terms of this Agreement, you are not granted any rights in the Services, and you will not be able to access or use the Services. Your access to or use of any Services may also be subject to your acceptance of separate agreements with MRI and/or third parties. This Agreement incorporates by reference applicable program, subscription, activation, ordering and pricing terms provided to you online or offline for the Services selected by you and for other MRI services made available to you through these Services, which may be subject to change from time to time. These terms will also govern your continued purchase and use of the Services, including such additional MRI internet based services made available to you through the Services you have selected.
2. LICENSE GRANT AND RESTRICTIONS. Subject to the terms of this Agreement and any applicable payments, MRI grants you a personal, limited, nonexclusive, nontransferable license, during the initial term of the subscription and any applicable renewal term or other period of use provided in the activation and ordering terms, to access and use the Services, solely for the purpose described in the MRI description for the Services, and, if applicable, solely by such number of authorized users for which the applicable fee has been paid by you.
2.1. Except as expressly permitted herein or by applicable law, you must not, nor allow a third party to, do any of the following: (i) license, sublicense, copy, assign, lease, loan, sell, resell, republish, upload, post, transfer, distribute or commercially exploit to any third party the Services; (ii) modify or create derivative works based on the Services or its content, in whole or in part; (iii) access or attempt to access any other MRI systems, programs, features or data that are not made available in the Services or for public use; (iv) decompile, disassemble, or reverse engineer the Services; (v) interfere with the proper working of the Services, prevent access to or the use of the Services by other licensees or customers, or impose an unreasonable or disproportionately large load on MRI’s infrastructure; or (vi) use the Services except as expressly allowed under this Agreement. By using the Services, you warrant to MRI that you will not use the Services, including content, for any purpose that is unlawful or prohibited by this Agreement. If you violate any of these terms, your permission to use the Services automatically terminates. All license transfers are subject to written approval by MRI and may be subject to a transfer fee determined by MRI in its sole discretion. If your company is, or substantially all of its assets are, acquired by or merged into another company or sole proprietorship, please contact MRI at firstname.lastname@example.org regarding the transfer of your license to a new company.
3. RESERVATION OF RIGHTS AND OWNERSHIP. The Services are licensed not sold, and MRI reserves all rights not expressly granted to you in this Agreement. The Services are protected by copyright, trade secret and other intellectual property laws. MRI and its licensors, where applicable, own all right, title and interest in and to the Services (and all intellectual property rights therein), including but not limited to its technology, content, derivatives, and modifications of the Services by whomever made. MRI does not grant any license or other authorization to any user of its branding, trademarks, service marks, or other copyrightable material or other intellectual property.
4. FEES. If the Services are purchased by you on a payment or subscription basis, as selected by you, the following terms will apply to you. Payments are paid in U.S. dollars and credit cards will be charged in U.S. dollars unless otherwise indicated in program ordering and pricing terms provided to you on the website and/or in the program terms for the Services you have selected. The Services will be deemed accepted by you upon acceptance of this Agreement and payment of the applicable fees and/or subscription fees. Access to the Services will begin after your acceptance of this Agreement and after MRI receives and processes all the information, including the credit card or bank account information requested by the registration or ordering process. You must have a valid credit card or a valid debit card acceptable to MRI with an appropriate logo (“Card”) or sufficient funds in a checking or savings account to cover an electronic debit of the fees to obtain access to the Services. The payment information you provide must be accurate, current and complete, and you agree to notify us promptly of any change in the payment information. When you subscribe and provide payment information, your Card or bank account will be debited, and will be automatically re-debited at the beginning of each applicable monthly or one-year subscription term (“Renewal Term”) at the then-current subscription rate to maintain access to the Services. Cancellation and renewal terms may be supplemented by program terms provided to you in writing or on the website for the Services you have selected.
5. REGISTRATION. Your registration information to use the Services must be accurate, current and complete as prompted in the sign-up process (the “Registration Data”). If you provide any Registration Data that is not accurate, current or complete, and do not promptly update your Registration Data, or MRI has reasonable grounds to suspect it is not accurate, current or complete, MRI may, in its sole discretion, suspend or terminate your account and refuse any current or future access and use of the Services or portion thereof.
7. FEEDBACK. MRI may provide you with a mechanism to provide feedback, suggestions and ideas, if you choose, about its services (“Feedback”). You agree that MRI may, in its sole discretion, use the Feedback you provide to MRI in any way, including in future modifications of the Services, multimedia works and/or advertising, marketing and promotional materials relating thereto. You hereby grant MRI a perpetual, worldwide, fully transferable, sublicensable (through multiple tiers), non-revocable, fully paid-up, royalty free license to use, modify, create derivative works from, distribute, display and otherwise exploit any information you provide to MRI in the Feedback.
8. MRI SERVICES. You may be made aware of or offered services, features, products, applications, online communities, or promotions provided by MRI (“MRI Services”). If you decide to use MRI Services, you may be subject to additional terms and conditions governing these MRI Services and separate fees may apply. You acknowledge that in accessing certain MRI Services through the Services you may upload or enter certain data from your account(s) such as names, addresses and phone numbers, purchases, and sales among others, to the Internet. You hereby grant MRI permission to use information about your business and usage experience to enable us to provide the MRI Services to you, including updating and maintaining your data, addressing errors or service interruptions, and to enhance the types of data and services MRI may provide to you in the future. You also grant MRI permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally to improve services and to compare business practices with other company standards. We may use your data to create, market or promote new MRI offerings to you and others.
9. DISCLAIMER OF WARRANTIES.
9.1. YOUR USE OF THE SERVICES, INCLUDING ANY SOFTWARE, AND CONTENT THEREIN, IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS,” AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MRI, ITS AFFILIATES, LICENSORS, THIRD-PARTY CONTENT AND SERVICE PROVIDERS, DISTRIBUTORS, RESELLERS AND SUPPLIERS (COLLECTIVELY “SUPPLIERS”) DISCLAIM ALL WARRANTIES , WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING THE SERVICES, CONTENT AND RELATED MATERIALS INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, AND SIMILAR LAWS OF ANY JURISDICTION. MRI AND ITS SUPPLIERS DO NOT WARRANT THE ACCURACY, RELIABILITY, COMPLETENESS, USEFULNESS, QUALITY OR ANY CONTENT IN THE SERVICES, INCLUDING CONTENT POSTED ON OR LINKED FROM THE SERVICES. MRI AND ITS SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS. YOU ASSUME ALL RISKS ASSOCIATED WITH USING OR RELYING ON SUCH CONTENT. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES OR CONDITIONS ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
9.2. MRI AND ITS SUPPLIERS ARE NOT ENGAGED IN RENDERING LEGAL, FINANCIAL, ACCOUNTING OR OTHER PROFESSIONAL SERVICE. IF SUCH ASSISTANCE IS REQUIRED, THE SERVICE OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. MRI AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (“HIPAA”), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES IS IN ACCORDANCE WITH APPLICABLE LAW.
10. LIMITATION OF LIABILITY AND DAMAGES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE ENTIRE CUMULATIVE LIABILITY OF MRI, ITS AFFILIATES AND SUPPLIERS, AND YOUR EXCLUSIVE REMEDY FOR ALL MATTERS OR CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY AND/OR DUE FROM THE REGISTERED USER FOR THE SERVICES TO MRI, ITS AFFILIATES OR ITS SUPPLIERS IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MRI, ITS AFFILIATES AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; AND (B) DAMAGES RELATING TO TELECOMMUNICATION FAILURES, INTERNET AND ELECTRONIC COMMUNICATIONS FAILURES, DELAYS OR LIMITATIONS, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET MRI SYSTEMS REQUIREMENTS, TAX POSITIONS TAKEN BY YOU; ARISING OUT OF OR CONNECTED IN ANY WAY WITH THE SERVICES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF MRI, ITS AFFILIATES AND ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MRI AND YOU. MRI WOULD NOT HAVE PROVIDED THIS SOFTWARE WITHOUT SUCH LIMITATIONS.
11. CONSENT TO CONDUCT BUSINESS ELECTRONICALLY (“CONSENT”).
11.1. Consent to Electronic Communications. MRI may be required by law to send “Communications” to you that pertain to the Services, the use of information you may submit to MRI, and the services you choose. Certain third party services you choose may require Communications with the third parties who administer these programs (“Third Party Services”). You agree that MRI, on behalf of itself, and others who administer such Third Party Services (as applicable), may send Communications to you by email. You consent to receive these Communications electronically. The term “Communications” means any notice, record, agreement, or other type of information that is made available to you or received from you in connection with the Services and Third Party Services.
11.2. Consenting to Do Business Electronically. The decision whether to do business electronically is yours. Your consent to do business electronically and our agreement to do so covers all transactions you conduct through the Services for as long as you remain a subscriber to or use the Services. We do not provide ISP services. You are responsible at your expense for access to the internet and this website and any necessary hardware and software and obtaining your own Internet service provider (which may be a wireless carrier). You agree to notify us promptly of any change in your email address or other Registration Data. You can do so by logging into your service and updating your customer profile.
12. AMENDMENT. MRI may change this Agreement from time to time effective upon posting of the modified Agreement on its website. Please review the Agreement periodically on this website for changes. MRI has the right to change or add to the terms of this Agreement, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Services, including but not limited to, Internet based services, pricing, technical support options, and other product-related policies, at any time upon notice by any means MRI determines in its discretion to be reasonable, including posting information concerning such change in the Services or on any MRI sponsored website. Your continued use of the Services after MRI’s publication of any such changes shall constitute your acceptance of this Agreement as modified.
13. TERMINATION. Your rights under this Agreement may be terminated or suspended by MRI immediately and without notice if you or any of your authorized users fail to comply with any terms of this Agreement or you no longer consent to receive electronic Communications in accordance with Section 13. Upon termination you must immediately cease using the Services and all outstanding payments will become due and owing. Any termination of this Agreement shall not affect MRI’s rights hereunder. MRI may terminate a free account at any time in its sole discretion. Other terms regarding termination or expiration of the Services may apply in accordance with the activation and ordering terms for the specific Services you have selected. If you choose to cancel your account or any part of the Services, you must do so in accordance with the activation and ordering terms for the specific Services you have selected.
14. MISCELLANEOUS. This Agreement is the complete agreement between you and MRI and sets forth the entire liability of MRI, its corporate affiliates and its Suppliers and your exclusive remedy with respect to the Services and its use. Any modification or waiver of the terms herein by MRI must be in a writing signed by an authorized representative of MRI and expressly referencing the applicable provisions of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be interpreted to accomplish the objectives of such provision to the fullest extent possible under applicable law, and the remaining provisions will continue in full force and effect. This Agreement may not be assigned by you without the prior written approval of MRI, but may be assigned without your consent by MRI to (a) a parent or direct or indirect subsidiary, (b) in an acquisition of the assets including the Services, in whole or in part, (c) a successor by merger. Any assignment in violation of this Section will be void.
B. ADDITIONAL TERMS AND CONDITIONS FOR THE SERVICES
Your use of the Services provided by MRI are subject to the General Terms of Service above including these Additional Terms and Conditions which govern your use of the Services indicated below. These Additional Terms and Conditions shall prevail over any conflict or inconsistency with the General Terms of Service above.
MRI EDUCATION SERVICES – CLASSROOM-BASED, LIVE VIRTUAL CLASSROOM, AND SELF-PACED E-LEARNING COURSES (hereinafter collectively referred to as, “Training Course(s)”).
1. CANCELLATION POLICIES.
1.1. Classroom-Based Cancellation Policy. Registered attendees who cancel less than 10 business days prior to the session will not be refunded for the Training Course fees. Transfers to another person are permitted, however. In order to do so, please contact MRI Education Services at 1.800.321.8770 ext. 1 or email email@example.com. MRI reserves the right to cancel a class 10 business days prior, if minimum number of client attendees is not met. If MRI cancels a class and is unable to reschedule the attendee, the attendee will be refunded for all Training Course fees. MRI assumes no responsibility for non-refundable airline tickets or other expenses that may be incurred due to cancellation.
1.2. Live Virtual Classroom Cancellation Policy. Registered attendees will receive a web-conferencing invitation on the day prior to the start of the training session. Registered attendees who cancel less than 24 hours before the scheduled start date and time will not be refunded for the Training Course fees. Transfers to another person are permitted, however. In order to do so, please contact MRI Education Services at 1.800.321.8770 ext. 1 or email firstname.lastname@example.org. MRI reserves the right to cancel a class if minimum number of client attendees is not met. If MRI cancels a class and is unable to reschedule the attendee, the attendee will be refunded for all Training Course fees.
1.3. Self-Paced e-Learning Cancellation Policy. Self-Paced e-Learning courses are non-cancelable and fees are non-refundable. All sales on eLearning are final.
2. FEES; PAYMENT.
2.1. Licensed eLearning Training Courses. Licensed Training Courses are invoiced the month of purchase. The length of time that you may access and use the specific Training Course is equal to the length of the license you acquired, provided that you are current in your payment of all applicable licensed course fees. For instance, if you acquired a 60-day license to a Training Course, you may access the Training Course via the MRI Education Services Portal site for a 60-day period. The license period begins on the date you purchased the Training Course.
2.2. Classroom-Based and Live Virtual Classroom. Training courses that have been registered for will be invoiced the month the training is delivered.
2.3. Additional Terms. Training course licenses and registration fees do not cover any additional services, such as course customization, or other expenses, which shall be additional and charged separately. MRI reserves the right to change its license or registration fees or pricing structure in its sole discretion upon notice to you. MRI may, at its election, suspend or terminate your access to any Training Course or Training Account, or terminate this Agreement, if your payments are unpaid and overdue.
3. Use Limitations; Monitoring Your Use. Unless otherwise explicitly agreed in writing by MRI, you are only allowed one user access to any Training Course. You may not share this access right, or the Training Course content, with others and, may only access the Training Course for your personal training use. To the extent permitted by law, we may monitor, suspend or terminate your use of any Training Course and/or Training Account, or terminate this Agreement, or remove or disclose your information in order to:
– Ensure your compliance with this Agreement; or
– Protect our rights or rights of others.
If you do not comply with the use limitation as defined above you may be charged additional fees equivalent to the resulting usage fees for the related services incurred.
4. UPDATES; TERMINATION. MRI, in its sole discretion, may update Training Course content, offerings and pricing structure at anytime. Such updates may come with additional terms and conditions which will apply to your use of the services. MRI’s obligation to provide the Training Courses shall terminate if it no longer offers the Training Courses, and in the event of such termination, MRI will refund to you any Training Course license or registration fees that relate to license periods or Training Courses occurring after the termination date.
5. Responsibility For Your Accounts. In order to access your Training Courses, you may be required to provide your company’s information to us so that we can establish a “Training Account” for you that is accessible via the MRI Education Services Portal site. You are responsible for all activity with your Training Account and passwords. You must keep them confidential. You must immediately notify MRI about any possible misuse of your accounts or any security breach related to any Training Account or Training Course or any unauthorized use(s) of any Training Account or Training Course.
6. Additional Agreements. Your use of the Training Courses is also governed by the terms of any master license and services agreement (including schedules thereto), work authorization, and/or statement of work entered into between you and MRI (collectively, the “Master Agreement”). In the event of any conflict between the terms of this Agreement and the Master Agreement, the terms of the Master Agreement shall control and govern.