Brain Aware Vault Terms of Use

BRAIN AWARE® TRAINING: VAULT LICENSE AGREEMENT

This Brain Aware® Training License Agreement (“Agreement”) by and between the individual user accepting these terms (“you”) and 7th Mind, Inc., a California corporation (“7th Mind”), governs your use of Brain Aware® VAULT purchased through 7th Mind, Inc. In consideration of the mutual covenants set forth below, the parties agree as follows:

1. Licensed Materials. Brain Aware® Vault provides valuable learning resources for talent professionals within organizations. The Brain Aware® Vault is administered according to certain processes, procedures, and training modules, and makes use of various curricular and instructional materials that include, without limitation, forms, books, webinars, workshops, presentation decks, worksheets, handouts, training materials, meetings, videos, and training exercises. All of the foregoing methods and materials, as well as future updates of, additions to, and modifications of such methods and materials, along with the trademarks, service marks, trade dress, and trade names associated with and copyrights inherent in such methods and materials, are collectively referred to hereafter as the “Licensed Materials.”
2. Grant of License. Subject to the terms and conditions set forth in this Agreement, 7th Mind hereby grants to you a nonexclusive, nontransferable, non-sublicensable, worldwide license to use the Licensed Materials, only as permitted and as expressly set forth in this Agreement.
3. Standard License. All Licensed Materials come with a Standard License. A Standard License is intended for those individuals who purchase Brain Aware® Training products and use the Licensed Materials only within the Entity employing the individual at the time the Standard License is purchased. For purposes of this Agreement, “Entity” is defined as a person, partnership, organization, or business that has a legal and separately identifiable existence; it does not include subsidiaries, allied organizations or members of trade groups. Standard License holders may only use the Licensed Materials to further their own professional development and, for certain identified materials described in Section 6, to train employees within a single Entity. In order to receive a Standard License to use the Licensed Materials, and before delivering any part of Brain Aware® Training content, you must:
   1. Pay the agreed annual purchase price; and
   2. Follow the guidelines and stipulations set forth in Section 6 for using and protecting the Licensed Materials and intellectual property. 
4. Ownership of Licensed Materials. The Licensed Materials and all intellectual property and proprietary rights of any kind inherent therein, associated therewith, arising therefrom, and relating thereto, including without limitation copyrights, trademarks, service marks, trade dress, trade names, trade secrets, patentable matter, and other proprietary or confidential data or information, whether or not registered, are owned by 7th Mind. Nothing in this Agreement transfers any ownership of rights in, or right to retain beyond the term of this Agreement, any Licensed Materials provided to you as part of the Vault. You may not delete, alter, remove, or obscure any trademark, service mark, copyright, or other proprietary notations or notices from any Licensed Materials provided to you, and you must include all such notices and notations on all permitted copies, extracts, and modifications of Licensed Materials, including without limitation in all uses of the Licensed Materials in all marketing, promotion, and advertising of Brain Aware® training. You will not attempt to register in your name or the name of any third party any copyrights, trademarks, service marks, trade dress, trade names, or patentable matter belonging to 7th Mind or relating to Licensed Materials. In the event you become aware that an unauthorized use of Licensed Materials or an infringement of intellectual property or proprietary rights inherent in, associated with, arising from, or related to Licensed Materials has occurred or is likely to occur, you will provide 7th Mind reasonable notice of and assistance in addressing the unauthorized use or infringement.
5. Confidential Information of 7th Mind. As part of the training to serve as an Internal Facilitator or External Consultant, you will receive copies of the Licensed Materials. Except as part of your authorized training activities pursuant to this Agreement, or as otherwise permitted by this Agreement for marketing and promotional purposes, you agree to treat all Licensed Materials, and all intellectual property and proprietary rights of any kind inherent therein, associated therewith, arising therefrom, and relating thereto, as confidential, whether in digital, hard-copy, oral, or any other form, and whether or not marked or identified as confidential or proprietary, and will not discuss the Licensed Materials with or disclose them to anyone. You agree to inform your trainees of the confidential nature of the Licensed Materials.
6. Use of Licensed Materials. The Vault Licensed Materials are only for the use of annual paying members. You agree to use the Licensed Materials in the following ways:
   1. Wired To™ Books: You may read the online versions of the Wired To™ books for your own professional development. You agree to not share these with others.
   2. Webinar and Live Workshop Replays: You may watch and review the videos for your own professional development. You agree to not share these with others. 
   3. Quarterly Connection meetings: You may attend these live sessions for your own professional development. You agree to not record, use AI transcriber services, or share these with others.
   4. Quarterly Brain Boost™ email: You may read the email for your own professional development. It is strictly forbidden to share any part of these emails with any third party, without a written consent of the sender.
   5. Tools: You may use the Tools for delivering training to employees within your single Entity. The materials must be protected from wider use by being made available behind a password-protected login page such as an LMS, employee portal, etc.
   6. Micro-Learning Videos: You may use the Micro-Learning Videos for delivering training to employees within your single Entity. The materials must be protected from wider use by being privately posted on a controlled, secure site that is only accessible via password to those learners.
   7. DIY Kits: You may use the Do-It-Yourself (DIY) Kits for delivering short training sessions (approximately 20 minutes) to employees within your single Entity. The materials must be protected from wider use by being privately posted on a controlled, secure site that is only accessible via password protected to those learners. 
   8. Course Kits: You may use the Course Kits for delivering workshops (approximately 60-90 minutes) to employees within your single Entity. The materials must be protected from wider use by being privately posted on a controlled, secure site that is only accessible via password protected to those learners. 
   9. 1:1 Strategy Session with Dr. Britt Andreatta (Elite level only): You may schedule and attend a private meeting with Dr. Britt Andreatta once per year to discuss issues related to your organization, career, or professional development. 
   10. Discounted Rate (Elite level only): You may receive a discounted rate once per calendar year for speaking fees or training delivery by Brain Aware® Training facilitators and Dr. Britt Andreatta.
7. You agree to use the current version of the Licensed Materials as the same may be posted on the Vault Website from time to time, and not to modify the Licensed Materials or Brain Aware® training model except as authorized in Section 7 below. Brain Aware® Training materials may only be made available to the learners pursuant to Section 6e through 6h of this Agreement. You agree not to use, directly or indirectly, the Licensed Materials commercially for your own benefit or for the benefit of any organization other than the organization by which you are employed, unless you hold an Extended License. You agree not to use the Licensed Materials for the purpose of developing or improving a product or process, or for providing a service except as part of the training services permitted by this Agreement. You may not sell or re-sell, license, or sublicense Licensed Materials to any third party for any purpose. Any use of the Licensed Materials outside of the parameters set forth in this Agreement will be deemed a material breach of this Agreement and may be litigated. In presenting, facilitating, or promoting Brain Aware® Training, you agree to use all trademarks, service marks, trade dress, and trade names included in the Licensed Materials in conformance with Branding Guidelines provided by 7th Mind.
8. Modification of Licensed Materials. You may make non-material changes to the Licensed Materials, including but not limited to customizing the slides to include the name and logo of the company to which you are presenting, changing the colors and photographs included in the Licensed Materials to tailor them to that company, and modifying the Licensed Materials to include proprietary, internal-use only, confidential, or other sensitive information of that company, as well as stories and examples specific to that company. You agree that any modifications, other than the foregoing, of the Licensed Materials by Standard License Holders (such as additional slides or new activities to augment the Licensed Materials, or any other additional or derivative works based on the Licensed Materials, including without limitation translations, presentations in different media, or other adaptations or transformations) are “Material Alterations” and are deemed to be the property of 7th Mind. You may not make Material Alterations to the Licensed Materials without the express written permission of 7th Mind, and any unauthorized Material Alterations will be considered a material breach of this Agreement and may be litigated. If you have suggestions or recommendations for modification of the Licensed Materials or any related materials, please submit them in writing via email to 7th Mind at Support@nullBrainAwareTraining.com.
9. Revision of Licensed Materials. 7th Mind reserves the right, in its sole discretion, to update the Licensed Materials at any time, and may, from time to time, require both Internal Facilitators and External Consultants to complete additional training on any significant new material.
10. Feedback. You agree that 7th Mind may contact you for the purpose of product development and to obtain feedback for 7th Mind.
11. Non-Transferability of Licenses. If you are a Standard License holder, in the event that you no longer are employed, retained, or affiliated with your Entity, the Standard License will be automatically terminated. Upon such termination, you agree to promptly return any Licensed Materials in your possession to 7th Mind and delete all related files from your computer, servers, websites, or other data storage. Standard License holders may not sell, sublicense, or otherwise transfer the license granted by this Agreement to any third party for any purpose.
12. Warranties, Disclaimer and Limitations.
    1. Warranties. 7th Mind hereby warrants to you that 7th Mind is the owner of the Licensed Materials or has the right to grant to you a license to use the Licensed Materials in the manner and for the purposes set forth in this Agreement without violating any rights of a third party.
    2. DISCLAIMER. THE WARRANTIES SET FORTH IN THIS SECTION 17 ARE IN LIEU OF, AND THIS AGREEMENT EXPRESSLY EXCLUDES, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION: (I) ANY WARRANTY THAT THE LICENSED MATERIALS ARE ERROR-FREE, WILL OPERATE WITHOUT INTERRUPTION, OR ARE COMPATIBLE WITH ALL EQUIPMENT AND SOFTWARE CONFIGURATIONS; (II) ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY; AND (III) ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. EXCEPT WHEN OTHERWISE STATED IN WRITING, THE LICENSE AND LICENSED MATERIALS PROVIDED UNDER THE TERMS OF THIS AGREEMENT ARE PROVIDED TO YOU “AS IS,” THAT IS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED.
    3. Remedies on Breach of Warranty. In the event of any breach of the warranty set forth in Section 11a, your exclusive remedy shall be for 7th Mind to promptly revise or replace the defective Licensed Materials with Licensed Materials that comply with the warranty, if possible; if 7th Mind is unable to revise or replace the Licensed Materials within sixty (60) days of notification by you of a defect, your sole remedy is to terminate this Agreement, at which time 7th Mind will refund any license fees paid by you pursuant to this Agreement. Fees paid to be certified as an External Consultant are non- refundable. 
    4. LIMITATION OF LIABILITY. 7th MIND IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING THE LOSS OF PROFITS, REVENUE, DATA, OR USE, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF 7th MIND OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 7th MIND’S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO 7th MIND UNDER THIS AGREEMENT. 7th MIND SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER ARISING FROM YOUR LIABILITIES TO THIRD PARTIES, WHETHER ARISING FROM THE USE OF LICENSED MATERIALS BY YOU OR OTHERWISE.
13. Termination and Refunds. This Agreement may be terminated by (i) either party, for any reason or no reason, at any time by providing the other party with thirty (30) days written notice or (ii) in accordance with Section 10 or 11c. Moreover, failure to comply with this Agreement upon signing or any time thereafter (as determined by 7th Mind in its sole discretion) may result in the immediate revocation of your license. Upon termination, you agree to promptly return any Licensed Materials in your possession to 7th Mind and delete related files from your computer, servers, websites, and other data storage. 7th Mind will refund the purchase price of unused, printed, complete workbooks in new condition. Other than those limited circumstances set forth in this Section 12 and in Section 11c, 7th Mind does not provide refunds.
14. Indemnification. Except as set forth in the second sentence of this Section 13, you agree on behalf of yourself and your employer (for Internal Facilitators) or on behalf of yourself and any Entity associated, financially or otherwise, with your exercise of the license granted to you under this Agreement (for External Consultants) to defend, indemnify, and hold harmless 7th Mind and its officers, directors, shareholders, employees, agents, successors, and assigns from and against any and all claims, damages, obligations, losses, liabilities, costs, debt, and expenses (including but not limited to attorneys’ fees) arising from: (a) your use of and access to the Website and/or the Licensed Materials; (b) your violation of any provision of this Agreement; (c) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (d) any claim that your content caused damage to a third party. 7th Mind agrees to defend, indemnify and hold you harmless from and against any and all claims, damages, obligations, losses, liabilities, costs, debt, and expenses (including but not limited to reasonable attorneys’ fees) caused by any inaccuracy in 7th Mind’s warranty set forth in Section 11a. The foregoing defense and indemnification obligations will survive this Agreement and your use of the Website and the Licensed Materials.
15. Equitable Relief. You acknowledge and agree that a breach or threatened breach by you of any of your obligations under Sections 4, 5, 6, or 7 of this Agreement would give rise to irreparable harm to 7th Mind for which monetary damages alone would not be an adequate remedy, and that the amount of such damages may be difficult to ascertain. Accordingly, you agree that 7th Mind shall have the right, in addition to any and all rights and remedies that may be available at law, to have any breach or threatened breach of this Agreement remedied by equitable relief (e.g., temporary restraining order, preliminary injunction, permanent injunction, or specific performance) without any requirement that 7th Mind (a) post any bond or surety or (b) prove actual damages or that monetary damages will not afford an adequate remedy, and that 7th Mind shall have the right to such other alternative relief as may be appropriate. 
16. Dispute Resolution; Jurisdiction and Venue. Any claim, controversy, or dispute arising from or relating to this Agreement shall first be submitted to voluntary mediation with a mutually agreeable mediator, with costs and fees charged for mediation to be borne equally by the parties. If you and 7th Mind do not settle any such claim, controversy, or dispute within a period of sixty (60) days, then it shall be resolved by arbitration before a single arbitrator in accordance with the rules of the American Arbitration Association. Venue for such arbitration shall be Santa Barbara, Santa Barbara County, California. The award of the arbitrator shall be binding upon you and 7th Mind. If either party desires to confirm and enforce the arbitration award, all such proceedings shall occur in the Superior Court of the State of California for the County of Santa Barbara, and the parties expressly consent to jurisdiction and venue therein. The prevailing party shall be entitled to all arbitration and court costs and reasonable attorneys’ fees incurred in connection with the arbitration and any confirmation and enforcement efforts. Notwithstanding anything to the contrary in this Section 15, a court action may be filed in the Superior Court of the State of California for the County of Santa Barbara to enable a party to seek a temporary restraining order, preliminary injunction, or other provisional remedy, and doing so will not constitute a waiver or breach of the mediation or arbitration requirements herein.
17. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of law provisions.
18. Waiver. If 7th Mind fails to insist upon strict performance of your obligations under any term or provision of this Agreement, or if 7th Mind fails to exercise any of the rights or remedies to which it is entitled under this Agreement, this will not constitute a waiver of such rights or remedies and will not relieve you from compliance with such obligations. No waiver by 7th Mind of any default will constitute a waiver of any subsequent default, and no waiver by 7th Mind of any term or provision of this Agreement will be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
19. Severability. If any term or provision of this Agreement is determined by an arbitrator (or if applicable, by a court of competent jurisdiction) to be invalid, illegal, or unenforceable, such term or provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in full force and effect.
20. Survival of Agreement. You agree that your obligations under Sections 4, 5, 6, 7, 13, 14, and 15 of this Agreement shall survive and continue beyond termination of the Agreement. Your obligations under this Agreement shall be binding on your representatives, agents, heirs, and successors and shall inure to the benefit of 7th Mind and its successors and assigns.
21. Entire Agreement; Amendments. This Agreement constitutes the entire understanding and agreement between you and 7th Mind concerning the subject matter hereof and supersedes any prior agreement concerning that subject matter. No promises, representations, or understandings by or between you and 7th Mind, whether oral or written, concerning the subject matter hereof are hereafter binding except as set forth in this Agreement. This Agreement may be amended or modified only by an instrument in writing executed by both you and 7th Mind. You waive any future right to claim that this Agreement was modified, canceled, superseded, or changed by oral agreement, course of conduct, waiver, or estoppel.