1. SERVICES. Thank you for ordering Classroom Training, Virtual Training, and/or eLearning (collectively, the “Service(s)”) offered by MRI Software LLC and/or its subsidiaries (“MRI”, “MRI Software” or “us”) exclusively to MRI Clients (each, a “Client,” collectively “Clients”) on this website. These MRI Education Services Terms and Conditions (the“Terms”), together with MRI’s Privacy Statement provided on MRI’s website or in documentation for the Services that you have selected (collectively, the “Agreement”) constitutes a legal agreement between you (“User”) and MRI, and governs the use of the Services to which User is granted access under this Agreement, including, but not limited to, programs, components, internet-based services, content, technology, tools, updates, help content, and new releases. By clicking on the registration/login page, accessing or using the Services, or making any subsequent Services purchases, you certify and warrant that you are duly authorized to enter into this binding Agreement on behalf of Client and that you understand and agree to the Terms of this Agreement. If you are an agent of Client, you represent and warrant that you (i) have an agency relationship with Client; (ii) are authorized to enter into a binding agreement on behalf of Client; (iii) are entering into this Order Document. By not clicking on the registration/login page, 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. User’s access to or use of any Services may also be subject to 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 User for the Services selected and for other MRI services made available to Client and/or User through these Services, which may be subject to change from time to time. These Terms will also govern User’s subsequent Services purchases and continued use of the Services, including such additional MRI internet based services made available to Client through the selected Services.
2. LICENSE GRANT AND RESTRICTIONS.
2.1. Grant of Use Subject to the Terms of this Agreement, including without limitation the restrictions set forth in Section 2.2 below , and timely payment of the applicable fees, MRI grants to User a limited, nonexclusive, personal, non-sublicensable and nontransferable license for the term of the subscription, to (i) access and use the Services, solely for the purpose described herein, and (ii) use any user instructions, manuals, literature, educational supplements, information, and any other educational materials generally made available by MRI, regarding the use of the applicable Services (collectively the “Documentation”) in connection with such use of the Services.. Upon timely payment of the applicable fees, Client shall receive access to the selected Services.
2.2. Restrictions. User shall not itself, or through any Client affiliate, Client user, consultant, contractor, agent or other third party (i) share, license, sublicense, copy, assign, lease, loan, sell, resell, republish, upload, post, transfer, distribute or commercially exploit to any third party, in whole or in part, the Services or the Documentation (collectively, the “Protected Materials”); (ii) write or develop any derivative works based on the Protected Materials 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) decipher, decompile, disassemble, reverse assemble, modify, translate, reverse engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architecture, structure or other elements of the Services, in whole or in part, for competitive purposes or otherwise;; (v) allow access to, provide, divulge, or otherwise make available the Protected Materials to any user other than User and the number of Client users Services have been purchased for; (vi) modify, adapt, translate, or otherwise make any changes to the Protected Materials or any part thereof; (vii) 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; (viii) allow access to, provide, divulge or make available the Protected Materials to any user other than Client employees; or (ix) otherwise use or copy the Protected Materials except as expressly allowed under this Agreement. By using the Services, User warrants to MRI that it will not use the Services, including content and Documentation, for any purpose that is unlawful or prohibited by this Agreement. A violation of any provision listed in this Section 2.2 will result in the automatic termination of this license.
3. RESERVATION OF RIGHTS AND OWNERSHIP. All rights not expressly granted in this Agreement are reserved by MRI and its licensors. User acknowledges that: (i) the Services are licensed, not sold, and all its content and Documentation is subscribed to not sold; (ii) User acquires only the right to use the Protected Materials and MRI, and its licensors if applicable, shall retain sole and exclusive ownership of all rights, title, and interest in the Protected Material, including (whether developed by MRI, Client, Client user, or other third party) (a) intellectual property embodied in or associated with the Protected Materials, (b) deliverables and work product associated with the Protected Materials, and (c) all copies, modifications, and derivative works thereof; and (iii) the Protected Materials, including the source and object codes, logic and structure thereof, constitute valuable trade secrets of MRI and its licensors. The Protected Materials are protected by copyright, trade secret and other intellectual property laws. 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. MRI reserves the right to reuse all material that may have been created or provided to MRI for a custom licensed eLearning Training Course, whether designed or provided by MRI, User, Client or a third party, provided that any identifying Client information be removed prior to reuse.
4. PAYMENT TERMS. Fees for Services are due in full upon ordering the Services. The Services will be deemed accepted by User upon agreement to these Terms (“Acceptance”). Access to the Services will begin after User’s Acceptance and after MRI receives and processes all payment information, including the credit or debit card requested by the registration or ordering process (if applicable). When paying online via credit or debit card, User must have a valid credit card or a valid debit card acceptable to MRI with an appropriate logo (“Card”) and sufficient funds available to cover the transaction in order to obtain access to the Services. The payment information User provides must be accurate, current and complete, and User agrees to notify MRI promptly of any change in the payment information. If User subscribes and provides payment information via its Card, User’s Card or bank account will be debited. 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 User. MRI may, at its election, suspend or terminate User’s access to any Services or Training Account, or terminate this Agreement, if such additional fees are unpaid.
5. USE AND FEEDBACK
5.1 Upon MRI’s acceptance and processing of User’s payment in compliance with the terms of Section 4, User will be granted access to the purchased Training Course via the Academy (the “Academy”). The length of time that User may access and use the specific Training Course, if applicable, is equal to the length of the license subscription term noted in the product. For instance, if User acquires a sixty (60) day license to a Training Course, User may access the course via the MRI Academy site for a sixty (60) day period. The license subscription term begins on the date User accepts these Terms.
5.2. MRI may provide User with a mechanism to provide feedback, suggestions and ideas, if User chooses, about its services (“Feedback”). User agrees that MRI may, in its sole discretion, use the Feedback provided to MRI in any way, including in future modifications of the Services, multimedia works and/or advertising, marketing and promotional materials relating thereto. User hereby grants 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 provided to MRI in the Feedback.
6. MRI SERVICES. MRI offers additional services, features, products, applications, online communities, or promotions provided by MRI (“MRI Services”). If User elects to use MRI Services, User may be subject to additional terms governing these MRI Services and separate fees may apply. User acknowledges that in accessing certain MRI Services through the Services User may upload or enter certain data from Client’s account(s), including but not limited to, names, addresses, phone numbers, purchases and sales, to the MRI Services. User hereby grants MRI permission to use information about Client’s business and usage experience to enable MRI to provide the MRI Services, including updating and maintaining Client data, addressing errors or service interruptions, and to enhance the types of data and services MRI may provide in the future. User also grants MRI permission to combine Client’s business data, if any, with that of others in a de-identified or aggregated form, to improve services and to compare business practices with other company standards. MRI may use Client data to create, market or promote new MRI offerings.
7. DISCLAIMER OF WARRANTIES.
7.1. USER’S USE OF THE SERVICES, INCLUDING ANY SOFTWARE, AND CONTENT THEREIN, IS ENTIRELY AT ITS 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, WITHOUT LIMITATION, 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. USER ASSUMES ALL RISKS ASSOCIATED WITH USING OR RELYING ON SUCH CONTENT. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO USER, ANY IMPLIED WARRANTIES OR CONDITIONS ARE LIMITED IN DURATION TO SIXTY (60) DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
7.2. 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 USER’S 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. CLIENT IS SOLELY RESPONSIBLE FOR ENSURING THAT ITS USE OF THE SERVICES IS IN ACCORDANCE WITH APPLICABLE LAW.
8. LIMITATION OF LIABILITY AND DAMAGES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE ENTIRE CUMULATIVE LIABILITY OF MRI, ITS AFFILIATES AND SUPPLIERS, AND USER’S 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 USER FOR THE SERVICES TO MRI, ITS AFFILIATES OR ITS SUPPLIERS FOR THE SERVICES PURCHASED UNDER THIS AGREEMENT. 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 CLIENT. MRI WOULD NOT HAVE PROVIDED THE SERVICES TO CLIENT WITHOUT SUCH LIMITATIONS.
9. CONSENT TO CONDUCT BUSINESS ELECTRONICALLY (“CONSENT”).
9.1. Consent to Electronic Communications. MRI may be required by law to send “Communications” to User that pertain to the Services, the use of information User may submit to MRI, and the services chosen by User. Certain third party services User chooses may require Communications with the third parties who administer these programs (“Third Party Services”). User agrees that MRI, on behalf of itself, and others who administer such Third Party Services (as applicable), may send Communications to User by email. User consents to receive these Communications electronically. The term “Communications” means any notice, record, agreement, or other type of information that is made available to User or received from User in connection with the Services and Third Party Services.
9.2. Consenting to Do Business Electronically. The decision to enter into this Agreement electronically (to “Do Business Electronically”) belongs to User. User’s consent to do business electronically and MRI’s agreement to do so covers all transactions conducted through
the Services for as long as User remains a subscriber to or uses the Services. MRI does not provide ISP services. User is responsible, at its expense, for access to the internet and to the Services. Any necessary hardware and software must be procured at User’s sole expense. User agrees to notify MRI promptly of any change in contact information or other Registration Data by notifying MRI via email at email@example.com.
10. TERMINATION. User’s rights under this Agreement may be terminated or suspended by MRI immediately and without notice if User fails to comply with any Terms of this Agreement or any other agreement between MRI and Client. Upon termination, User 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 complimentary 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 purchased by User.
11. MISCELLANEOUS. Any modification or waiver of the Terms herein by MRI must be in a writing signed by an authorized representative of MRI 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 User without the prior written approval of MRI, but may be assigned without Client’s 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.
12. CANCELLATION POLICIES.
12.1. Live Virtual Classroom Cancellation Policy. Registered attendees for Virtual Training will receive a web- conferencing invitation on the day prior to the start of the training session. Registered attendees who cancel Virtual Training less than twenty-four (24) hours before the
scheduled start date and time will not be refunded for the Virtual Training fees. In order to transfer Virtual Training to another person (at any time before the starting time of the program), 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 Virtual Training class for any reason. If MRI cancels a class and is unable to reschedule the attendee, the attendee will be refunded for all Training Course fees. MRI is not responsible for any expenses that may be incurred by User due to cancellation.
12.2. Self-Paced e-Learning Cancellation Policy. Self-paced eLearning courses are non-cancelable and fees are non-refundable. All sales of eLearning are final and non-transferable.
13. USE LIMITATIONS AND PENALTY. Unless otherwise explicitly agreed in writing by MRI, only one (1) individual is allowed to use the Services purchased under this Agreement for each course purchased, and that individual may only use the Training Course selected. This access right and the Training Course content may not be shared with others and is only for personal training use. To the extent permitted by law, MRI may monitor, suspend or terminate User’s use of any Training Course and/or Training Account, or terminate this Agreement, or remove or disclose User information in order to: (a) Ensure User’s compliance with this Agreement; or (b) Protect MRI’s rights or the rights of others. If User does not comply with the use limitations as defined above User may be charged additional fees totaling one hundred and twenty-five percent (125%) of the resulting usage fees for the related services utilized.
14. UPDATES; TERMINATION. MRI, in its sole discretion, may update Training Course content, offerings and pricing structure at any time. Such updates may come with additional Terms which will apply to User’s 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 User any pre-paid Training Course license or registration fees that relate, on a pro-rated basis, to license periods or Training Courses occurring after the termination date.
15. CLIENT ACCOUNT; RESPONSIBILITY FOR CLIENT ACCOUNTS. In order to access the Services, User may be required to provide information to MRI so that MRI can establish a “Training Account” for Usert that is accessible via the MRI Education Services Portal site. User is
responsible for its passwords to access the Services and all activity in its Training Account. User must keep this information confidential. User must immediately notify MRI about any possible misuse of its accounts or any security breach related to any Training Account or Services or any unauthorized
use(s) of any Training Account or Services. MRI may terminate the Service if it determines, in its absolute discretion, that User’s account is being misused.
16. ADDITIONAL AGREEMENTS. User’s use of the Services is also governed by the terms of any master agreement (including schedules and order documents thereto), work authorization, and/or any statement of work entered into between Client 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 this Agreement shall control and govern to the extent of the subject matter addressed in this Agreement.