Terms Of Use Agreement

Vested Outsourcing

IMPORTANT – READ CAREFULLY

THIS TERMS OF USE AGREEMENT (THESE “TERMS”) CREATES A BINDING LEGAL CONTRACT BETWEEN YOU ON BEHALF OF YOURSELF AND ANY LEGAL ENTITY YOU REPRESENT (“YOU”) AND VESTED OUTSOURCING, INC. (“VESTED OUTSOURCING”). BY ACCESSING OR USING THE PRESENTATIONS, SLIDE SHOWS, AUDIO GUIDES, AUDIOVISUAL COURSES, LESSONS, TUTORIALS, MEDIA, PRINTED MATERIALS, “ONLINE” MATERIALS, AND DOCUMENTS (COLLECTIVELY, THE “COURSEWARE”), OR SPREADSHEETS, EMAILS, MEMORANDUMS, TEACHING TOOLS, ASSESSMENTS, AND SURVEYS DESIGNATED BY VESTED OUTSOURCING AS TOOLS to help in sharing the Vested® methodology and principles (COLLECTIVELY, THE “TOOLKIT”), AS WELL AS ANY OTHER MATERIAL THAT IS OWNED, OPERATED, LICENSED, OR CONTROLLED BY VESTED OUTSOURCING AND PROVIDED BY VESTED OUTSOURCING TO YOU BY ANY MEANS OF COMMUNICATION AND/OR DISSEMINATION (COLLECTIVELY, ALONG WITH THE COURSEWARE AND THE TOOLKIT, THE “VESTED CONTENT,” WHICH TERM SHALL INCLUDE THE “OPEN SOURCE CONTENT,” AS DEFINED BELOW, EXCEPT AS PROVIDED IN SECTION 2(B)), OR BY CLICKING “I ACCEPT” BELOW, YOU REPRESENT AND WARRANT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU MUST NOT USE – AND ARE NOT AUTHORIZED TO USE – ANY PORTION OF THE VESTED CONTENT. Vested Outsourcing reserves the right, without further obligation or liability to you or any third party, to suspend, terminate, refuse, or restrict any and all current or future use of the Vested Content, upon discovering a violation of any or all of these Terms or at any time in vested outsourcing’s sole discretion.

1. CHANGE OF THESE TERMS. Vested Outsourcing reserves the right to revise these Terms in its sole discretion at any time and without prior notice to you. Any revisions to these Terms are effective upon the date posted to any Vested Outsourcing website (the “Website”). Your continued use of Vested Content after any revision to these Terms constitutes your binding acceptance of these Terms as revised.

2. GRANT OF LICENSE.

a) This subsection is applicable only to the orientation pre-courseware, tools and PowerPoint slides being licensed as open source material for use by the business community to help individuals share the Vested Outsourcing methodology and principles (the “Open Source Content”).

Subject to compliance with these Terms, you are hereby granted a worldwide, limited, non-exclusive and non-transferable license to use the Open Source Content to share the Vested Outsourcing methodology and principles without payment of any license fees, in accordance with the following guidelines:
You must provide the following attribution: “Source: Used with permission. Vested®. www.vestedway.com. Vested Outsourcing, Inc.”
You must not alter any Open Source Content in terms of the template, background, colors, or the Vested Outsourcing images used.
The word “Vested” must always be written with an uppercase “V.”
The word “Vested” is to be used throughout any presentation, except where you are referring to the outsourcing industry, in which case the words “Vested Outsourcing” must be used.
“Vested Outsourcing” must not be abbreviated as “VO.”

b) For purposes of this subsection only, the terms “Vested Content,” “Courseware” and “Toolkit” shall be deemed to exclude the Open Source Content.

Subject to compliance with these Terms, you are hereby granted a worldwide, limited, non-exclusive and non-transferable license to use the Vested Content as follows:

(i) You may use Courseware subject to your payment of the applicable fees, either through the Vested Outsourcing website or in accordance with a separate order signed by you and Vested Outsourcing (an “Order”), for a single “transaction” between two or more parties (a “Licensed Transaction”). Regardless of whether such transaction is completed, use of Courseware for other transactions is subject to your payment of additional fees. The license granted hereunder includes the right to make a reasonable number of copies of the Courseware, disseminate the Courseware to individuals working with you on the Licensed Transaction within your organization, and use the Courseware for intra-company educational purposes.

(ii) You may use the Toolkit to share the Vested Outsourcing methodology and principles and in connection with a Licensed Transaction, without payment of any license fees, in accordance with the following guidelines:

You must provide the following attribution: “Source: Used with permission. Vested®. www.vestedway.com. Vested Outsourcing, Inc.”
You must not alter any Vested Content in terms of the template, background, colors, or the Vested Outsourcing images used.
The word “Vested” must always be written with an uppercase “V.”
The word “Vested” is to be used throughout any presentation, except where you are referring to the outsourcing industry, in which case the words “Vested Outsourcing” must be used.
“Vested Outsourcing” must not be abbreviated as “VO.”

(c) To the extent you promote the Licensed Transaction within your organization, you must promote it as being a Vested Deal. A “Vested Deal,” which is a proprietary term, as created, owned, licensed, and operated by, Vested Outsourcing, is a type of business model based on five rules and ten elements in which two parties to an outsourcing contract create an arrangement that is mutually beneficial to each party, is focused on their shared values and goals, and in which each party is equally invested in the other party’s success.

(d) All other uses of Vested Content are expressly prohibited without Vested Outsourcing’s express written consent. Vested Content is licensed, and not sold, to you. Vested Outsourcing reserves the right to refuse to offer the Vested Content to you and to change its eligibility requirements at any time.

(e) You acknowledge that as between Vested Outsourcing and you, Vested Outsourcing holds all right, title and interest in and to the Vested Content, including without limitation, all patents, copyrights and trade secrets pertaining thereto, and that, except for the limited rights set forth above, you do not acquire any intellectual property right or license in any of the foregoing by accessing or using the Vested Content. These rights granted to you are revocable by Vested Outsourcing in accordance with these Terms.

3. ADDITIONAL RESTRICTIONS ON USE. Unless otherwise permitted pursuant to Section 2 or an Order, you will not, and will not authorize or cause any other party to, do any of the following:
Sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, license, make unauthorized copies of, distribute, reproduce, transmit, assign, or otherwise transfer or use any of the Vested Content unless Vested Outsourcing give you explicit prior written permission to do so;
Manipulate or interfere with the Vested Content or the Website;
Upload or otherwise transmit to or through the Website any unlawful, harmful, harassing, defamatory, threatening, vulgar, sexually explicit, hateful or otherwise objectionable material of any kind, any material that can cause harm or delay to Vested Outsourcing or its clients or Website users;
Use any trademarks, service marks, design marks, logos, photographs or other content belonging to Vested Outsourcing or obtained from the Website or Vested Outsourcing, except as expressly granted under applicable written license;
Display the name, logo, trademark, or other means of attribution or identification of Vested Outsourcing in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute Vested Content;
Create a false identity or impersonate another person or entity in any way;
Restrict, discourage or inhibit any person from using the Vested Content, disclose personal information about a third person on or through the Website or obtained from the Website without the consent of such person or collect information about other clients of Vested Outsourcing;
Gain unauthorized access to the Website, to other users’ accounts, names or personally identifiable information, or to other computers or websites connected or linked to the Website;
Frame, embed and/or pass off any portion of the Website in such a manner as to present such material as originating from a source other than the Vested Outsourcing;
Post, transmit or otherwise make available any virus, worm, spyware or any other computer code, file or program that may or is intended to damage, hijack or impair the operation of any hardware, software or telecommunications equipment, or any other aspect of the Website or communications equipment and computers connected to the Website;
Use any scraper, spider, robot or other automated means of any kind to access the Website, deep-link to any feature or content in the Vested Content, or bypass any measures used to prevent or restrict access to the Vested Content or the Website;
Remove, disable, damage, circumvent or otherwise interfere with any security-related features of the Website, features that prevent or restrict the use or copying of any part of the Website or Vested Content, or features that enforce limitations on the use of the Website or Vested Content;
Copy, cache or reformat any Vested Content for commercial purposes in any manner whatsoever not expressly permitted by Vested Outsourcing;
Violate any applicable federal, state or local laws or regulations or these Terms; or
Assist or permit any persons in engaging in any of the activities described above.

There are no implied licenses granted in these Terms.

4. ACCESS TO VESTED CONTENT. To access the Vested Content, you may be asked to provide certain registration details or other information. In consideration of your use of the Vested Content, you agree to provide true, accurate, current and complete information about yourself and any legal entity that you represent as part of the registration process and to maintain such information so as to keep it accurate and complete.

You agree that you will never divulge or share access or access information to any account you may establish with Vested Outsourcing with any third party for any reason. You must notify Vested Outsourcing (a) immediately of any unauthorized use of your Vested Outsourcing account and any other breach of security, and (b) ensure that you exit from your Vested Outsourcing account at the end of each course session. Vested Outsourcing cannot and will not be responsible for any loss or damage arising from your failure to comply with the foregoing requirements or as a result of use of your Vested Outsourcing account, either with or without your knowledge, prior to your notifying Vested Outsourcing of unauthorized access to your Vested Outsourcing account. You agree that you will be liable for any losses incurred by Vested Outsourcing or another party arising out of use of your Vested Outsourcing account.

5. EVOLVING NATURE OF VESTED CONTENT. The Vested Content is subject to change at any time. Vested Outsourcing is continually looking to improve the Vested Content but if you are at any time dissatisfied with the Vested Content, then your sole remedy is to discontinue use of the Vested Content.

6. ELECTRONIC NOTICE. By using the Vested Content or communicating with Vested Outsourcing, you agree that Vested Outsourcing may communicate with you via an email address you provide during registration regarding security, privacy, and administrative issues relating to your use of the Vested Content. If Vested Outsourcing learns of a security system’s breach, Vested Outsourcing may attempt to notify you by such email address. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to Vested Outsourcing at: 227 Bellevue Way NE #193, Bellevue, WA 98004.

7. CONNECTIVITY COSTS AND EQUIPMENT. You are solely responsible for all service, telephony, printing, travel, and/or other fees and costs associated with your access to and use of the Website, including, but not limited to, any data charges imposed by a wireless carrier or Internet service provider and for obtaining and maintaining all telephone, computer hardware, printers and other equipment required for such access and use.

8. LIMITATION ON LIABILITY. Vested Outsourcing, its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, and directors will not be liable for any incidental, direct, indirect, punitive, actual, consequential, special, exemplary, or other damages, including loss of revenue or income, LOSS OF DATA, pain and suffering, emotional distress, or similar damages, even if Vested Outsourcing has been advised of the possibility of such damages. In no event will the collective liability of Vested Outsourcing and its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, and directors to any party (regardless of the form of action, whether in contract, tort, or otherwise) exceed the greater of $50 or the amount you have paid Vested Outsourcing for the Vested Content.

9. FEES, TAXES, AND PRICING. Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees and applicable taxes associated with the Vested Content in a timely manner with a valid payment method that is accepted by Vested Outsourcing in its sole discretion. If your payment method fails or your account is past due, then Vested Outsourcing may collect fees owed using other collection mechanisms. This may include charging other payment methods on file with Vested Outsourcing and/or retaining collection agencies and legal counsel. Vested Outsourcing may also block your access to any Vested Content pending resolution of any amounts due by you to Vested Outsourcing.

10. GEOGRAPHICAL DISCLAIMER. The Vested Content is controlled and operated by Vested Outsourcing from its offices in the State of Washington, United States of America. Vested Outsourcing makes no representation that the Vested Content is appropriate or available for use in other locations. Those who choose to access or use the Vested Content from other locations, including from outside the United States of America, do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Access to or use of the Vested Content from jurisdictions where the Vested Content is illegal, unauthorized, inapplicable, or penalized is strictly prohibited.

11. CONDUCT. You may only use the Vested Content for lawful purposes. You are solely responsible for the knowledge of and adherence to any and all laws, rules, and regulations pertaining to your use of the Vested Content. You agree not to use the Vested Content, to recruit, solicit, or contact any third parties for employment or contracting for a business not affiliated with Vested Outsourcing without our explicit prior written permission, which may be withheld in our sole discretion.

12. DISCLAIMER. Vested Outsourcing makes no warranty that the quality of Vested Content purchased by you will meet your expectations. Vested Outsourcing does not warrant that the Vested Content will be error-free, that defects will be corrected, or that the Courses are free of viruses or other harmful components. Vested Outsourcing does not warrant or make any representation regarding use, or the result of use, of the Vested Content in terms of accuracy, reliability, or otherwise. The Vested Content may include technical inaccuracies or typographical errors, and Vested Outsourcing may make changes or improvements at any time. The Vested Content is provided “as is” and without warranties of any kind, either express or implied, including any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement.

You should use the Vested Content in the same manner as any other educational medium and should not rely on the Vested Content to the exclusion of your own professional judgment. Vested Outsourcing disclaims any liability for damages, losses or injuries arising out of actions or inactions taken by you based on statements or claims made in the Vested Content, in advertisements or marketing materials, or by its representatives. You, and not Vested Outsourcing, assume the entire cost of all necessary servicing, repair or correction in the event of any loss or damage arising from the use of the Vested Content. You, and not Vested Outsourcing, assume all risk arising from the use of the Vested Content, including but not limited to financial, intellectual, physical or emotional risk.

13. INDEMNITY. You will indemnify and hold Vested Outsourcing and all subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors of Vested Outsourcing (the “Indemnified Parties”) harmless from any breach of these Terms by you, including any use of the Vested Content other than as expressly authorized in these Terms. You agree that Vested Outsourcing and the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify Vested Outsourcing and the Indemnified Parties against any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees in connection therewith. You will also indemnify and hold Vested Outsourcing and the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information accessed from the Vested Content or arising out of information that you provide to Vested Outsourcing.

14. MISCELLANOUS. These Terms, the construction and enforcement of its provisions, and the interpretation of the rights and duties of the parties shall be governed by the substantive laws of the State of New York without regard to conflict of laws principles. You specifically consent to personal jurisdiction in New York in connection with any dispute between you and Vested Outsourcing arising out of these Terms or pertaining to the subject matter hereof. The parties to these Terms each agree that the exclusive venue for any dispute between the parties arising out of these Terms or pertaining to the subject matter of these Terms will be in the state or federal courts in New York County. If any part of these Terms is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. These Terms constitute the entire agreement between the parties relating to the subject matter contained herein. There are no third party beneficiaries to these Terms.